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): February 13, 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) (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 Company announced that
          it will  recognize a $79 million  writedown in its year ended December
          31, 2001,  financial statements on its holdings of 3,059,000 shares of
          Class  A  Common  Stock  of  Adelphia  Communications  Corp.  Citizens
          completed the sale of its water and wastewater treatment operations on
          January 15,  2002,  for $859.1  million in cash and $120.4  million in
          assumed  debt  and  other   liabilities.   The  pretax  gain  on  this
          disposition,  which will be reflected in the results of operations for
          the first quarter of 2002,  has been  estimated to be $303.6  million.
          Citizens is monitoring the bankruptcy  proceedings of Global  Crossing
          Ltd.  and  certain  Global   Crossing   affiliates  to  determine  the
          bankruptcy  filings'  effect on  Citizens'  operations  and  financial
          position.  Citizens will reserve  approximately $30 million to reflect
          its best estimate of the net realizable value of receivables  incurred
          from  commercial  relationships  with Global  Crossing during 2001 and
          2002.  Citizens  will record a write down of such  receivables  in the
          amount of $21.2  million  for the  fourth  quarter  of 2001,  with the
          remainder  recorded  in the  first  quarter  of 2002  for  receivables
          generated  after  December  31, 2001 and prior to the Global  Crossing
          bankruptcy filing on January 28, 2002.



<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: February 18, 2002

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

FOR IMMEDIATE RELEASE
Contact:  Donald B. Armour
Vice President, Finance
(203) 614-5124
darmour@czn.com

               CITIZENS COMMUNICATIONS WRITES DOWN ADELPHIA STOCK,
      GLOBAL CROSSING RECEIVABLES; ANNOUNCES GAIN ON SALE OF WATER OPERATIONS

     STAMFORD,  Conn.,  Feb. 13, 2002 - Citizens  Communications  Company (NYSE:
CZN, CZB) announced  that it will recognize a $79 million  writedown in its year
ended  December  31,  2001,  financial  statements  on its holdings of 3,059,000
shares of Class A Common Stock of Adelphia  Communications  Corp.  This non-cash
charge does not impact the carrying value of these  securities which were stated
at current market values on prior balance sheets. This charge reflects a decline
in current  trading  values that have  persisted  for  greater  than a six month
period.   Citizens  has   previously   reported  this  decline  as  an  item  of
comprehensive  loss  in the  equity  section  of its  balance  sheets.  Citizens
received  the  shares on  October 1,  1999,  as a result of the  acquisition  by
Adelphia of Century  Communications  Corp. in which  Citizens had an investment.
Citizens continues to hold the shares.
     As  previously  announced,  Citizens  completed  the sale of its  water and
wastewater  treatment operations on January 15, 2002, for $859.1 million in cash
and $120.4  million in assumed  debt and other  liabilities.  The pretax gain on
this  disposition,  which will be reflected in the results of operations for the
first  quarter  of 2002,  has been  estimated  to be  $303.6  million.  Citizens
continues to pursue the disposition of its remaining utilities assets.
     Citizens is monitoring the bankruptcy  proceedings of Global  Crossing Ltd.
and certain  Global  Crossing  affiliates to determine the  bankruptcy  filings'
effect on Citizens'  operations and financial  position.  Citizens purchased its
Frontier telephone business from Global Crossing in June 2001 for $3.37 billion,
subject to final purchase price adjustment. Citizens is integrating the Frontier
telephone  business with Citizens' other  telecommunications  operations and has
ongoing commercial relationships with Global Crossing affiliates.  Citizens will
reserve  approximately  $30  million to  reflect  its best  estimate  of the net
realizable  value of receivables  incurred from these  commercial  relationships
during 2001 and 2002.  Citizens will record a write down of such  receivables in
the amount of $21.2 million for the fourth  quarter of 2001,  with the remainder
recorded in the first quarter of 2002 for  receivables  generated after December
31, 2001 and prior to the Global Crossing bankruptcy filing on January 28, 2002.

About Citizens Communications
     Citizens  Communications  currently is the seventh  largest local  exchange
company in the United States,  serving 2.5 million  telephone access lines in 24
states.  Citizens  owns  approximately  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 in
the West. More information about Citizens may 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 buy 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.