SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

         Date of Report (date of earliest event reported): August 9, 2002




                         CITIZENS COMMUNICATIONS COMPANY
             (Exact name of registrant as specified in its charter)


            Delaware                  001-11001              06-0619596
  (State or other jurisdiction       (Commission          (I.R.S. Employer
        of incorporation)            File Number)         Identification No.)

                                3 High Ridge Park
                           Stamford, Connecticut  06905
                    (Address of Principal Executive Offices)

                                 (203) 614-5600
               (Registrant's Telephone Number, Including Area Code)



                           No Change Since Last Report
                           ---------------------------
         (Former name or former address, if changed since last report)

<PAGE>

ITEM 9.  Regulation FD Disclosure

On August 9, 2002, in  accordance  with Order No. 4-460 and pursuant to Section
21(a)(1) of the Securities  Exchange Act of 1934,  sworn  statements  were filed
with the Securities and Exchange  Commission by the principal  executive officer
and the principal financial officer of Citizens  Communications  Company. Copies
of each sworn statement are furnished as Exhibits 99.1 and 99.2 to this report.

On August 8, 2002,  pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, the Quarterly Report on Form 10-Q
filed by Citizens Communications Company for the Quarter ended June 30, 2002 was
accompanied by certifications  of the Principal  Executive Officer and Principal
Financial  Officer with the Securities and Exchange  Commission.  Copies of each
certification are furnished as Exhibits 99.3 and 99.4 to this report.

<PAGE>

                                   SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                         CITIZENS COMMUNICATIONS COMPANY
                                  (Registrant)


                         By: /s/ Robert J. Larson
                             --------------------------------
                             Robert J. Larson
                             Vice President and Chief Accounting Officer

Date:  August 9, 2002

<PAGE>

                               INDEX TO EXHIBITS

Exhibit No.             Description
-----------             -----------

99.1                    Statement Under Oath of Principal Executive Officer
                        Regarding Facts and Circumstances Relating to Exchange
                        Act Filings

99.2                    Statement Under Oath of Principal Financial Officer
                        Regarding Facts and Circumstances Relating to Exchange
                        Act Filings

99.3                    Certification  of Principal  Executive  Officer Pursuant
                        to 18 U.S.C. Section 1350, as Adopted Pursuant to
                        Section 906 of the Sarbanes-Oxley Act of 2002.

99.4                    Certification of Principal  Financial Officer Pursuant
                        to 18 U.S.C. Section 1350, as Adopted Pursuant to
                        Section 906 of the Sarbanes-Oxley Act of 2002.


<PAGE>
                                                        Exhibit 99.1
                                                        ------------


Statement  Under  Oath  of  Principal  Executive  Officer  Regarding  Facts  and
Circumstances Relating to Exchange Act Filings

I, Leonard Tow, state and attest that:

     (1)  To the  best of my  knowledge,  based  upon a  review  of the  covered
          reports of Citizens  Communications  Company, and, except as corrected
          or supplemented in a subsequent covered report:

          *    No covered  report  contained  an untrue  statement of a material
               fact as of the end of the period  covered  by such  report (or in
               the case of a report on Form 8-K or definitive  proxy  materials,
               as of the date on which it was filed); and

          *    No covered  report  omitted to state a material fact necessary to
               make  the  statements  in the  covered  report,  in  light of the
               circumstances  under which they were made,  not  misleading as of
               the end of the period covered by such report (or in the case of a
               report on Form 8-K or definitive proxy materials,  as of the date
               on which it was filed).

     (2)  I  have  reviewed  the  contents  of  this   statement  with  Citizens
          Communications Company's audit committee.

     (3)  In this statement  under oath,  each of the following,  if filed on or
          before the date of this statement, is a "covered report":

          *    Annual Report on Form 10-K filed with the Commission on March 12,
               2002 of Citizens Communications Company.

          *    All  reports  on Form  10-Q,  all  reports  on  Form  8-K and all
               definitive  proxy  materials of Citizens  Communications  Company
               filed with the  Commission  subsequent  to the filing of the Form
               10-K identified above; and

          *    Any amendments to any of the foregoing.


/s/ Leonard Tow                             Subscribed and sworn to
Leonard Tow                                 before me this 7th day of
Chief Executive Officer and                 August, 2002.
Chairman of the Board of Directors
(Principal Executive Officer)

August 7, 2002                             /s/ Lisa M. Lombardo
                                           ------------------------
                                                Notary Public

                                            My Commission Expires:
                                                  10/31/06
                                            -----------------------

<PAGE>

                                                        Exhibit 99.2
                                                        ------------

Statement  Under  Oath  of  Principal  Financial  Officer  Regarding  Facts  and
Circumstances Relating to Exchange Act Filings

I, Jerry Elliott, state and attest that:

     (1)  To the  best of my  knowledge,  based  upon a  review  of the  covered
          reports of Citizens  Communications  Company, and, except as corrected
          or supplemented in a subsequent covered report:

          *    No covered  report  contained  an untrue  statement of a material
               fact as of the end of the period  covered  by such  report (or in
               the case of a report on Form 8-K or definitive  proxy  materials,
               as of the date on which it was filed); and

          *    No covered  report  omitted to state a material fact necessary to
               make  the  statements  in the  covered  report,  in  light of the
               circumstances  under which they were made,  not  misleading as of
               the end of the period covered by such report (or in the case of a
               report on Form 8-K or definitive proxy materials,  as of the date
               on which it was filed).

     (2)  I  have  reviewed  the  contents  of  this   statement  with  Citizens
          Communications Company's audit committee.

     (3)  In this statement  under oath,  each of the following,  if filed on or
          before the date of this statement, is a "covered report":

          *    Annual Report on Form 10-K filed with the Commission on March 12,
               2002 of Citizens Communications Company.

          *    All  reports  on Form  10-Q,  all  reports  on  Form  8-K and all
               definitive  proxy  materials of Citizens  Communications  Company
               filed with the  Commission  subsequent  to the filing of the Form
               10-K identified above; and

          *    Any amendments to any of the foregoing.


/s/ Jerry Elliott                               Subscribed and sworn to
Jerry Elliott                                   before me this 7th day of
Chief Financial Officer                         August, 2002.
(Principal Financial Officer)

August 7, 2002                                  /s/  Lisa M. Lombardo
                                                ------------------------
                                                    Notary Public

                                                My Commission Expires:
                                                      10/31/06
                                                ------------------------

<PAGE>

                                                        Exhibit 99.3
                                                        ------------


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350.
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Citizens  Communications Company (the
"Company")  on Form 10-Q for the period  ending  June 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Leonard
Tow, Chief Executive Officer of the Company,  certify, pursuant to 18 U.S.C. ss.
1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects, the financial condition and result of operations of
          the Company.


/s/ Leonard Tow
---------------
Leonard Tow
Chief Executive Officer

August 7, 2002


This certifcation is made solely for purpose of 18 U.S.C. Section 1350, subject
to the knowledge standard contained therein, and not for any other purpose.


<PAGE>
                                                        Exhibit 99.4
                                                        ------------



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350.
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Citizens  Communications Company (the
"Company")  on Form 10-Q for the period  ending  June 30, 2002 as filed with the
Securities and Exchange  Commission on the date hereof (the "Report"),  I, Jerry
Elliott, Chief Financial Officer of the Company,  certify, pursuant to 18 U.S.C.
ss.  1350,  as adopted  pursuant to ss. 906 of the  Sarbanes-Oxley  Act of 2002,
that:

     (1)  The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects, the financial condition and result of operations of
          the Company.




/s/ Jerry Elliott
------------------
Jerry Elliott
Chief Financial Officer

August 7, 2002

This certifcation is made solely for purpose of 18 U.S.C. Section 1350, subject
to the knowledge standard contained therein, and not for any other purpose.