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 14, 2001

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

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

          3 High Ridge Park, P.O. Box 3801, Stamford, Connecticut 06905
         -------------------------------------------------------- -----
               (Address of principal executive offices) (Zip code)

                                 (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 5.  Other Events.
         -------------

          Citizens  Communications  announced  today  that it  priced a  private
          offering  $1.75  billion of senior notes for resale under Rule 144A of
          the Securities Act of 1933. The closing of the offering is expected to
          occur on August 16, 2001.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
         ------------------------------------------------------------------

        (c) Exhibits

                99.1 Press release of Citizens Communications Company released
                August 14, 2001.


<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 15, 2001




<PAGE>

                                                      Citizens Communications
                                                      3 High Ridge Park
                                                      Stamford, CT 06905
                                                      203.614.5600
                                                      Web site: www.czn.net


FOR IMMEDIATE RELEASE

Contact:
Don Armour
Vice President, Finance
203.614.5124

        Citizens Communications Prices $1.75 Billion Senior Note Offering

STAMFORD, Conn., August 14, 2001 -- Citizens Communications (NYSE:CZN) announced
today that it priced a private offering $1.75 billion of senior notes for resale
under Rule 144A of the  Securities  Act of 1933.  The closing of the offering is
expected to occur on August 16, 2001.

In connection with the offering,  Citizens  Communications expects to issue $300
million of 6.375  percent  senior notes due 2004,  $750 million of 7.625 percent
senior notes due 2008 and $700 million of 9.000  percent  senior notes due 2031.
Citizens  Communications  expects to use the net  proceeds  of the  offering  to
refinance outstanding indebtedness.

About Citizens Communications
Citizens  Communications serves 2.5 million access lines in 24 states.  Citizens
owns 85 percent of Electric Lightwave,  Inc. (NASDAQ:ELIX),  a facilities-based,
integrated  communications  provider  that  offers a broad  range of services to
telecommunications-intensive  businesses  throughout  the  United  States.  More
information about Citizens can be found at www.czn.net.

This document contains forward-looking  statements that are subject to risks and
uncertainties  that could cause actual results to differ  materially  from those
expressed or implied in the statements. These and all forward-looking statements
(including oral  representations)  are only predictions or statements of current
plans that are  constantly  under  review by the  company.  All  forward-looking
statements  may differ  from  actual  results  because  of, but not  limited to,
changes in the local and overall economy,  changes in market conditions for debt
and equity securities,  the nature and pace of technological changes, the number
and  effectiveness of competitors in the company's  markets,  success in overall
strategy,  changes in legal or regulatory  policy,  changes in legislation,  the
company's  ability to identify future markets and  successfully  expand existing
ones, the mix of products and services  offered in the company's target markets,
the effects of  acquisitions  and  dispositions  and the ability to  effectively
integrate businesses  acquired.  These important factors should be considered in
evaluating any statement  contained  herein and/or made by the company or on its
behalf.  The  foregoing  information  should  be read in  conjunction  with  the
company's filings with the U.S.  Securities and Exchange  Commission  including,
but not limited to,  reports on Forms 10-K and 10-Q. The company does not intend
to update or revise these  forward-looking  statements to reflect the occurrence
of future events or circumstances.