As filed with the Securities and Exchange Commission on May 29, 2008
                                                   Registration No. 333-_______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                       ----------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                       -----------------------------------


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

          Delaware                                   06-0619596
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
 incorporation or organization)
                       -----------------------------------

                                3 High Ridge Park
                           Stamford, Connecticut 06905
                                 (203) 614-5600
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)
                        -----------------------------------


                           CITIZENS UTILITIES COMPANY
                           1996 EQUITY INCENTIVE PLAN
                              (Full Title of Plan)
                        -----------------------------------

                               Donald R. Shassian
                             Chief Financial Officer
                         Citizens Communications Company
                                3 High Ridge Park
                           Stamford, Connecticut 06905
                                 (203) 614-5600

                     (Name and address, including zip code,
        and telephone number, including area code, of agent for service)
                         -----------------------------------

                                  Copy to:

                            Hilary E. Glassman, Esq.
              Senior Vice President, General Counsel and Secretary
                         Citizens Communications Company
                                3 High Ridge Park
                           Stamford, Connecticut 06905
                                 (203) 614-5600
                          ----------------------------------



<PAGE>
<TABLE>
<CAPTION>


                                                             CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Title of Each Class of Securities to be          Amount to be        Proposed Maximum       Proposed Maximum         Amount of
Registered                                        Registered        Offering Price Per     Aggregate Offering    Registration Fee
                                                                           Share                 Price
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                        <C>                   <C>                     <C>
Common Stock, par value $0.25 per share      1,195,115 shares (1)       $11.08 (2)           $13,241,874.20          $521.00
===================================================================================================================================
</TABLE>

(1)  This registration  statement also covers an indeterminate  number of shares
     of  common  stock  that may be issued  by  reason  of stock  splits,  stock
     dividends  or  similar  transactions  in  accordance  with  Rule 416 of the
     Securities Act of 1933.

(2)  Calculated  solely for the  purpose of  determining  the  registration  fee
     pursuant to Rule 457(h) and Rule 457(c) under the  Securities  Act of 1933,
     based upon the average of the high and low sales prices of the common stock
     as reported on the New York Stock Exchange Composite Tape on May 23, 2008.


================================================================================

<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Citizens  Communications  Company  (the  "Company")  will  send or give the
documents  containing  the  information  specified  in  Part  I of  Form  S-8 to
participants  in the 1996 Equity  Incentive  Plan as specified by Rule 428(b)(1)
under the  Securities  Act of 1933.  The  Company is not  required to file these
documents with the Commission either as part of this  registration  statement or
as reoffer prospectuses or reoffer prospectus  supplements under Rule 424 of the
Securities Act. These  documents and the documents  incorporated by reference in
this  registration  statement  pursuant  to Item 3 of Part II of this  Form S-8,
taken together,  constitute a prospectus that meets the  requirements of Section
10(a) of the Securities Act.



<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following  documents  filed by Citizens  Communications  Company  (the
"Company") with the Securities and Exchange Commission pursuant to Section 13 of
the Exchange Act of 1934 and any future filings under Section 13(a),  13(c),  14
or 15(d) of the Exchange Act made prior to the  termination  of the offering are
incorporated by reference:

     *    the Annual Report on Form 10-K for the fiscal year ended  December 31,
          2007;

     *    the  Quarterly  Report on Form 10-Q for the  quarter  ended  March 31,
          2008;

     *    the  Current  Reports on Form 8-K filed on March 10,  2008,  March 17,
          2008,  March 21, 2008,  March 28, 2008, April 1, 2008, April 18, 2008,
          May 15, 2008,  May 19, 2008,  May 22, 2008 and May 28, 2008 (except as
          to Item 2.02 thereof and Exhibit 99.1 thereto); and

     *    the  description  of  the  Company's   common  stock  contained  under
          "Description of Capital Stock" in the Company  Registration  Statement
          on Form 8-A filed on March 22, 2002 as well as the  description of the
          adoption of a rights plan and related  matters  contained in Exhibit 1
          to that  Registration  Statement,  including  any  amendment or report
          filed for the purpose of updating the description.

     All documents filed by the Company  pursuant to Sections  13(a),  13(c), 14
and 15(d) of the  Exchange  Act,  after the date of the  initial  filing of this
registration  statement  and prior to the filing of a  post-effective  amendment
indicating  that all securities  offered hereby have been sold or  deregistering
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference into this registration statement and to be a part hereof from the date
of filing of such documents.

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the  Delaware  General  Corporations  Law  ("Delaware  Law")
permits  a  corporation,   under  specified  circumstances,   to  indemnify  its
directors, officers, employees and agents against expenses (including attorneys'
fees) and other liabilities actually and reasonably incurred by them as a result
of any suit  (other than a suit  brought by or in the right of the  corporation)
brought  against them in their capacity as such, if they acted in good faith and
in a  manner  they  reasonably  believed  to be in or not  opposed  to the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  if they  had no  reasonable  cause to  believe  their  conduct  was
unlawful.  Section  145  of the  Delaware  Law  also  provides  that  directors,
officers,  employees  and  agents  may  also  be  indemnified  against  expenses
(including  attorneys'  fees) incurred by them in connection with a suit brought
by or in the  right of the  corporation  if they  acted in good  faith  and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation,  except that no  indemnification  may be made, unless otherwise
determined by the court, if such person was adjudged liable to the corporation.


<PAGE>

     The Delaware Law also provides  that the  indemnification  described  above
will not be deemed exclusive of other  indemnification  that may be granted by a
corporation   pursuant   to  its   by-laws,   disinterested   directors'   vote,
stockholders' vote, agreement or otherwise.

     The Delaware Law also provides  corporations with the power to purchase and
maintain  insurance  on behalf of any person who is or was a director,  officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation in a similar capacity for another  corporation,  partnership,  joint
venture,  trust or other enterprise,  against any liability asserted against him
or her in any such capacity, or arising out of his or her status, whether or not
the  corporation  would  have the power to  indemnify  him or her  against  such
liability as described above.

     As  permitted by sections  102 and 145 of Delaware  Law,  the  registrant's
Restated Certificate of Incorporation  eliminates the liability of a director to
Citizens and its  stockholders  for monetary  damages for breach of a director's
fiduciary  duty except for liability  under section 174 of Delaware Law, for any
breach of the director's  duty of loyalty to Citizens or its  stockholders,  for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation of law or for any transaction from which the director derived
an improper personal benefit.

     The  registrant's  By-laws provide that to the fullest extent  permitted by
applicable law as then in effect, the registrant shall indemnify any person (the
"Indemnitee")  who  was  or  is  involved  in  any  manner  (including,  without
limitation,  as a  party  or  witness)  or was or is  threatened  to be  made so
involved in any threatened,  pending or completed investigation,  claim, action,
suit or proceeding,  whether civil, criminal,  administrative,  or investigative
(including,  without limitation,  any action or proceeding by or in the right of
the registrant to procure a judgment in its favor) (a  "Proceeding"),  by reason
of the fact that he is or was a director or officer of the registrant,  or is or
was serving at the request of the registrant as a director or officer of another
corporation,  or of a  partnership,  joint  venture,  trust or other  enterprise
(including,  without  limitation,  service with respect to any employee  benefit
plan), whether the basis of any such Proceeding is alleged action in an official
capacity  as  director or officer or in any other  capacity  while  serving as a
director  or officer,  against  all  expenses,  liability  and loss  (including,
without  limitation,  attorneys' fees,  judgments,  fines, ERISA excise taxes or
penalties, and amounts paid or to be paid in settlement) actually and reasonably
incurred by him in connection with such Proceeding.  Such indemnification  shall
continue  as to a person who has ceased to be a  director  or officer  and shall
inure  to  the  benefit  of  his  heirs,  executors,  administrators  and  legal
representatives.  The right to  indemnification  conferred  in the  registrant's
By-laws  includes the right to receive  payment of any expenses  incurred by the
Indemnitee  in  connection   with  such  Proceeding  in  advance  of  the  final
disposition of the Proceeding, consistent with applicable law as then in effect.


<PAGE>

     The above  discussion  of the  Delaware Law and the  registrant's  Restated
Certificate of Incorporation and By-laws is not intended to be exhaustive and is
qualified  in its  entirety  by  such  statutes,  the  Restated  Certificate  of
Incorporation and the By-laws.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

Exhibit
-------
Number        Description
-------      -------------

4.1           Restated Certificate of Incorporation (filed as Exhibit 3.1 to the
              Company's Quarterly Report on  Form 10-Q for the  quarterly period
              ended June 30, 2000).*

4.2           Bylaws as amended to date (filed as Exhibit 99.2 to  the Company's
              Current Report on Form 8-K dated May 25, 2006).*

4.3           1996 Equity Incentive  Plan (filed  as Appendix A to the Company's
              Proxy Statement dated March 29, 1996).*

4.4           Amendment to 1996 Equity Incentive Plan (filed as Exhibit B to the
              Company's Proxy Statement dated March 28, 1997).*

4.5           Amendment to 1996 Equity Incentive Plan (filed as Exhibit  10.1 to
              the  Company's  Quarterly  Report on  Form 10-Q for  the quarterly
              period ended March 31, 2005). *

5.1           Opinion of Hilary E. Glassman, Senior Vice President, General
              Counsel and Secretary of the Company.**

23.1          Consent of KPMG LLP.**

23.2          Consent of Hilary E. Glassman (included  in the opinion  filed  as
              Exhibit 5.1 to this registration statement).**

24.1          Power of Attorney (included in the signature pages of this
              registration statement).**
--------------------------------
*  Incorporated by reference.
**  Filed herewith.

<PAGE>

Item 9.  Undertakings.

          (a)  The undersigned registrant hereby undertakes:

               (1)  To file,  during  any  period  in which  offers or sales are
                    being made, a post-effective  amendment to this registration
                    statement:

                    (i)  to include any prospectus  required by Section 10(a)(3)
                         of the Securities Act;

                    (ii) to  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  registration
                         statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forth in the registration statement; and

                    (iii) to include any  material  information  with respect to
                         the plan of  distribution  not previously  disclosed in
                         the  registration  statement or any material  change to
                         such information in the registration statement;

               provided,  however,  that the undertakings in paragraph (a)(1)(i)
               and  (a)(1)(ii)  do not apply if the  information  required to be
               included in a  post-effective  amendment by those  paragraphs  is
               contained in periodic reports filed by the registrant pursuant to
               Section  13 or  Section  15(d)  of the  Exchange  Act,  that  are
               incorporated by reference in the registration statement.

               (2)  That, for the purpose of determining any liability under the
                    Securities Act, each such post-effective  amendment shall be
                    deemed to be a new  registration  statement  relating to the
                    securities  offered  therein,   and  the  offering  of  such
                    securities  at that time  shall be deemed to be the  initial
                    bona fide offering thereof.

               (3)  To remove  from  registration  by means of a  post-effective
                    amendment  any  of the  securities  being  registered  which
                    remain unsold at the termination of the offering.

          (b)  The undersigned  registrant  hereby undertakes that, for purposes
               of  determining  any  liability  under the  Securities  Act, each
               filing of the  registrant's  annual  report  pursuant  to Section
               13(a) or Section  15(d) of the Exchange Act that is  incorporated
               by reference in the registration  statement shall be deemed to be
               a new registration  statement  relating to the securities offered
               therein,  and the offering of such  securities at that time shall
               be deemed to be the initial bona fide offering thereof.


<PAGE>

          (c)  Insofar as  indemnification  for  liabilities  arising  under the
               Securities  Act  may be  permitted  to  directors,  officers  and
               controlling  persons of the registrant  pursuant to the foregoing
               provisions, or otherwise, the registrant has been advised that in
               the  opinion of the SEC such  indemnification  is against  public
               policy as  expressed  in the  Securities  Act and is,  therefore,
               unenforceable.  In the  event  that a claim  for  indemnification
               against  such   liabilities   (other  than  the  payment  by  the
               registrant of expenses incurred or paid by a director, officer or
               controlling person of the registrant in the successful defense of
               any action,  suit or  proceeding)  is asserted by such  director,
               officer or controlling  person in connection  with the securities
               being  registered,  the registrant will, unless in the opinion of
               its counsel the matter has been settled by controlling precedent,
               submit  to a  court  of  appropriate  jurisdiction  the  question
               whether such  indemnification  by it is against  public policy as
               expressed in the Securities Act and will be governed by the final
               adjudication of such issue.


<PAGE>


                                    SIGNATURE

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Stamford, State of Connecticut,  on this 29th day of
May, 2008.

                           CITIZENS COMMUNICATIONS COMPANY



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


                                POWER OF ATTORNEY

     We, the  undersigned  officers  and  directors  of Citizens  Communications
Company,  hereby severally  constitute and appoint Donald R. Shassian and Robert
J. Larson,  and each of them singly,  our true and lawful  attorney-in-fact  and
agent, with full power of substitution and resubstitution, to sign for us and in
our name in the  capacities  indicated  below,  any and all  amendments  to this
registration statement on Form S-8 filed by Citizens Communications Company with
the Securities and Exchange  Commission,  and generally to do all such things in
our name and behalf in such capacities to enable Citizens Communications Company
to comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, and we hereby ratify and
confirm our  signatures as they may be signed by our said  attorneys,  or any of
them, to any and all such amendments.

     Pursuant to the  requirements  of the  Securities  Act,  this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>

                Signature                              Title                          Date
                ---------                              -----                          ----

<S>                                         <C>                                   <C>
/s/ Mary Agnes Wilderotter                  Chairman of the Board, Chief           May 29, 2008
------------------------------------        Executive Officer and President
Mary Agnes Wilderotter                      (Principal Executive Officer)



/s/ Donald R. Shassian                      Executive Vice President and           May 29, 2008
------------------------------------        Chief Financial Officer
Donald R. Shassian                          (Principal Financial Officer)



/s/ Robert J. Larson                        Senior Vice President and Chief        May 29, 2008
------------------------------------        Accounting Officer
Robert J. Larson                            (Principal Accounting Officer)



/s/ Kathleen Q. Abernathy                   Director                               May 29, 2008
------------------------------------
Kathleen Q. Abernathy

<PAGE>

/s/ Leroy T. Barnes, Jr.                    Director                               May 29, 2008
------------------------------------
Leroy T. Barnes, Jr.


/s/ Peter C.B. Bynoe                        Director                               May 29, 2008
------------------------------------
Peter C.B. Bynoe


/s/ Michael T. Dugan                        Director                               May 29, 2008
------------------------------------
Michael T. Dugan


/s/ Jeri B. Finard                          Director                               May 29, 2008
------------------------------------
Jeri B. Finard


/s/ Lawton Wehle Fitt                       Director                               May 29, 2008
------------------------------------
Lawton Wehle Fitt


/s/ William M. Kraus                        Director                               May 29, 2008
------------------------------------
William M. Kraus


/s/ Howard L. Schrott                       Director                               May 29, 2008
------------------------------------
Howard L. Schrott


/s/ Larraine D. Segil                       Director                               May 29, 2008
------------------------------------
Larraine D. Segil


/s/ David H. Ward                           Director                               May 29, 2008
------------------------------------
David H. Ward


/s/ Myron A. Wick, III                      Director                               May 29, 2008
------------------------------------
Myron A. Wick, III
</TABLE>