United States Securities and Exchange Commission

                             Washington, D.C. 20549



                                    Form 11-K

(Mark One)

[X] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of
    1934

                   For the fiscal year ended December 31, 2002
                                             -----------------

                                       or
                                       --

[ ] Transition Report Pursuant to Section 15(d) of the Securities Exchange Act
    of 1934



                  For the transition period from _____ to ____



                        Commission file number 001-11 001
                                               ----------


                          Citizens 401(k) Savings Plan
                          ----------------------------

                            (Full title of the Plan)



                         Citizens Communications Company
                         -------------------------------

                                3 High Ridge Park
                                -----------------
                                  P.O.Box 3801
                                  ------------
                               Stamford, CT 06905
                               ------------------


                     (Name of issuer of the securities held
                      pursuant to the Plan and the address
                      of its principal executive offices)


<PAGE>






                          CITIZENS 401(k) SAVINGS PLAN

                 Financial Statements and Supplemental Schedules

                           December 31, 2002 and 2001

                   (With Independent Auditors' Report Thereon)





<PAGE>
<TABLE>
<CAPTION>

                          CITIZENS 401(k) SAVINGS PLAN



                                Table of Contents



                                                                                                             Page
                                                                                                             ----

<S>                                                                                                             <C>
Independent Auditors' Report                                                                                   1

Financial Statements:

     Statements of Net Assets Available for Benefits - December 31, 2002 and 2001                              2

     Statement of Changes in Net Assets Available for Benefits For the Year Ended December 31, 2002            3

Notes to Financial Statements                                                                                4-11

Supplemental Schedules:*

Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year) as of December 31, 2002                      12

Schedule G, Part III - Schedule of Nonexempt Transactions for the Year Ended December 31, 2002                13

Signature                                                                                                     14

Independent Auditors' Consent                                                                                 15

Exhibits:

 99.1 - 99.2   Certifications  pursuant to 18 U.S.C. Section 1350, as adopted pursuant
               to Section 906 of the Sarbanes-Oxley Act of 2002.




* Schedules required by Form 5500 that are not applicable have not been included

</TABLE>

<PAGE>


                          Independent Auditors' Report




To Citizens Communications Company,
The Plan Administrator of the Citizens 401(k) Savings Plan:


We have audited the accompanying statements of net assets available for benefits
of the  Citizens  401(k)  Savings  Plan (the "Plan") as of December 31, 2002 and
2001, and the related  statement of changes in net assets available for benefits
for the year  ended  December  31,  2002.  These  financial  statements  are the
responsibility  of the Plan's  management.  Our  responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the net assets available for benefits of the Plan as of
December 31, 2002 and 2001 and the changes in net assets  available for benefits
for the year ended December 31, 2002 in conformity  with  accounting  principles
generally accepted in the United States of America.

Our audits  were  performed  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (Held
at End of Year)  and  schedule  of  nonexempt  transactions  for the year  ended
December 31, 2002 are presented for the purposes of additional  analysis and are
not a required  part of the basic  financial  statements  but are  supplementary
information  required  by the  Department  of Labor  Rules and  Regulations  for
Reporting and Disclosure  under the Employee  Retirement  Income Security Act of
1974.  These  supplemental  schedules  are  the  responsibility  of  the  Plan's
management.  These  supplemental  schedules  have been subjected to the auditing
procedures  applied in the audits of the basic financial  statements and, in our
opinion,  are fairly  stated in all  material  respects in relation to the basic
financial statements taken as a whole.

                                                         /s/ KPMG LLP



New York, New York
June 26, 2003

<PAGE>
<TABLE>
<CAPTION>

                                               CITIZENS 401(k) SAVINGS PLAN
                                      Statements of Net Assets Available for Benefits
                                                December 31, 2002 and 2001

                                                                              2002                  2001
                                                                       -------------------   ----------------
Assets:
     Investments (note 3):
<S>                                                                     <C>                  <C>
        Citizens Communications Company common stock                    $   60,119,769       $   67,504,651
        Global Crossing common stock                                            26,537            1,408,877
        Mutual funds                                                        58,521,443           59,234,897
        Collective trusts                                                   86,039,828           94,513,180
        Guaranteed investment contracts                                      5,262,731            6,759,527
        Participant loans                                                    8,348,562            9,830,137
                                                                       ---------------      ---------------
                 Total investments                                         218,318,870          239,251,269
     Receivables:
        Employer contribution                                                  121,075              306,038
        Participant contributions                                              383,518              709,457
                                                                       ---------------      ---------------
                 Total receivables                                             504,593            1,015,495
                                                                       ---------------      ---------------

                 Net assets available for benefits                      $  218,823,463       $  240,266,764
                                                                       ===============      ===============


</TABLE>

                See accompanying notes to financial statements.



                                        2


<PAGE>
<TABLE>
<CAPTION>

                          CITIZENS 401(k) SAVINGS PLAN
             Statement of Changes in Net Assets Available for Benefits
                          Year ended December 31, 2002


Additions to net assets attributed to:                                              2002
                                                                             -------------------
     Investment income:
<S>                                                                          <C>
        Dividends                                                            $      3,825,863
        Interest                                                                      593,497
        Net depreciation in fair value of investments (note 3)                    (26,028,790)
                                                                             -------------------
                                                                                  (21,609,430)
                                                                             -------------------
     Contributions:
        Participant                                                                21,361,052
        Employer                                                                    6,757,081
        Rollover                                                                      993,921
                                                                             -------------------
                                                                                   29,112,054
                                                                             -------------------
                 Total additions                                                    7,502,624
                                                                             -------------------
Deductions to net assets attributed to:
     Benefits paid to participants                                                (22,356,024)
     Rollover (note 1)                                                             (6,578,680)
     Miscellaneous expenses                                                           (11,221)
                                                                             -------------------
                 Total deductions                                                 (28,945,925)
                                                                             -------------------
Net decrease in assets available for benefits                                     (21,443,301)
Net assets available for benefits:
     Beginning of year                                                            240,266,764
                                                                             -------------------
     End of year                                                             $    218,823,463
                                                                             ===================


</TABLE>

                See accompanying notes to financial statements.



                                        3



<PAGE>
                          Citizens 401(k) Savings Plan

                          Notes to Financial Statements

                           December 31, 2002 and 2001


(1)  Description of the Plan

     General

     The following  description of the Citizens 401(k) Savings Plan (the "Plan")
     provides  general  information.  Participants  should  refer  to  the  Plan
     document for a more comprehensive description of the Plan's provisions.

     (a)  Background

          The  Plan  is a  voluntary  defined  contribution  plan  sponsored  by
          Citizens  Communications  Company (the "Company").  Under the terms of
          the Plan, bargaining or nonbargaining  employees who have attained six
          months  through  June 30, 2001 or three months  subsequent  to July 1,
          2002 of continuous service are eligible to participate in the Plan. At
          December 31, 2002 there were 6,753  employees  eligible to participate
          in the Plan and 5,091 active employees  participating in the Plan. The
          Plan is subject to the  provisions of the Employee  Retirement  Income
          Security Act of 1974 ("ERISA").

          On January 15, 2002,  the Company  completed the sale of its water and
          wastewater   operations  to  American  Water  Works,  Inc.  ("American
          Water").  In  conjunction  with the sale, a significant  number of the
          Company's  employees  became employees of American Water. As a result,
          the  balances of the  participant  accounts of those  employees in the
          amount of $6,513,266 was transferred to the Savings Plan for Employees
          of American Water Works Company, Inc., sponsored by American Water, on
          May 1, 2002.

          On  November  1, 2002,  the  Company  completed  the sale of its Kauai
          electric  division to Kauai  Island  Utility  Cooperative  (KIUC).  In
          conjunction  with the sale,  the balances of  participant  accounts of
          those  employees in the amount of $22,270 was  transferred  to buyer's
          retirement plan.

          On June 29, 2001, the Company  purchased from Global Crossing  Limited
          ("Global  Crossing")  100% of the  stock  of  Frontier  Corp.'s  local
          exchange  carrier  subsidiaries  under  a  stock  purchase  agreement.
          Certain   nonbargaining   employees   covered  under   Frontier  Group
          Employees'  Retirement  Savings  Plan (the  "Frontier  Savings  Plan")
          became  eligible  to  participate  in the  Plan on July 1,  2001.  The
          Frontier Savings Plan was a defined  contribution  plan established by
          Global Crossing to provide  benefits to all  nonbargaining  employees,
          except for temporary, summer, and leased employees. Effective July 19,
          2001, the Plan accepted a transfer of net assets of the portion of the
          Frontier  Savings Plan in the amount of $55,101,421,  comprised of the
          accounts  of  Business  Employees  (as  defined in the Stock  Purchase
          Agreement)  who formerly  participated  in the Frontier  Savings Plan,
          pursuant to the spin-off of such  portion  from the  Frontier  Savings
          Plan and merger of such portion into the Plan. The Plan  administrator
          believes the above transaction was a tax-exempt  transaction under the
          applicable  provision  of  the  Internal  Revenue  Code  ("IRC")  and,
          therefore, is not subject to Federal income tax. In addition, the Plan
          was amended and restated as adopted  April 1, 2001 to be in compliance
          with certain tax laws.

          On November 30, 2001,  the Company  completed the sale of its Colorado
          Gas  division to Kinder  Morgan.  In  conjunction  with the sale,  the
          balances of participant  accounts for those employees in the amount of
          $42,407 was transferred to buyer's retirement plan.

                                       4
<PAGE>

     (b)  Contributions

          Eligible  employees may contribute,  in 1% increments,  up to 50% (16%
          prior to  September  16, 2002) of their  annual  compensation  through
          payroll   deductions,   subject   to  certain   maximum   contribution
          restrictions.  Prior to January 1, 1992, participants had an option to
          elect life  insurance  coverage as an  investment  vehicle.  Beginning
          January  1,  1992,   such   option  was   discontinued,   except  that
          participants  who elected life insurance  coverage prior to January 1,
          1992 could  continue to make specific  dollar  allocations to purchase
          additional life insurance  coverage.  Contributions may be apportioned
          in  5%  increments  to  any  combination  of  the  investment  options
          specified below.

          All employees  eligible to make  contributions  under the Plan and who
          have  attained or will attain age 50 before the close of the Plan year
          shall be eligible to make catch-up  contributions  in accordance with,
          and subject to the  limitations  of,  Section  414(v) of the Code.  No
          matching  contributions  shall be made with respect to a Participant's
          catch-up contributions.

          The Company contribution is determined for each Plan year by the Board
          of  Directors of the Company.  The Company  contribution  for the 2002
          Plan year amounted to 50% of up to the first 6% of each  Participant's
          Annual Base  Compensation  (as defined by the Plan) that a participant
          contributes  not covered by  collective  bargaining  agreements to the
          Plan.  Company  contributions  for participants  covered by collective
          bargaining  agreements  are made in  accordance  with the terms of the
          respective collective  bargaining  agreement.  Through April 30, 2002,
          the Company  contributions  were  invested  entirely  in the  Citizens
          Communications  Company stock fund unless a participant  was age 55 or
          older in which case the  participant  could  have  elected to have the
          Company   contribution   invested  in   investments   at  his/her  own
          discretion.  In  addition,  at age 55 a  participant  can  request  to
          transfer previous Company  contributions  invested in the above common
          stock fund to other investment options.

          As of May 1, 2002, the Company  contribution for non-union and certain
          union  participants  is no longer  exclusively  allocated  to Citizens
          Communications  Company common stock.  The Company  contributions  for
          these  participants  made  subsequent  to May 1, 2002 are allocated to
          Plan  investments  following the same method of allocation as that for
          participant-directed  investments.  Additional  profit sharing amounts
          may be contributed  at the option of the Company's  Board of Directors
          contingent upon the Company's exceeding financial targets.

     (c)  Participant Accounts

          Each   participant's   account  is  credited  with  the  participant's
          contribution  and an allocation of (a) the Company's  contribution and
          (b)  Plan   earnings  or  losses.   Allocations   are  based  on  each
          participant's  contribution,  as  defined.  The  benefit  to  which  a
          participant  is entitled  is the amount that can be provided  from the
          participant's vested account.

     (d)  Vesting

          Participants are vested  immediately in their  contributions  plus the
          allocated  earnings  thereon.  Participants  become 100% vested in the
          Company   contributions  and  the  related  earnings  on  the  Company
          contributions upon disability,  death, attainment of normal retirement
          age or after  five  years of  service.  For any other  termination  of
          employment, the vesting schedule is as follows:

                                       5

<PAGE>


                                                        Vested percentage of
                                                      company contribution and
                Years of service                          related earnings
-------------------------------------------------    --------------------------

Less than 2 years                                                0%
2 years but less than 3 years                                   40%
3 years but less than 4 years                                   60%
4 years but less than 5 years                                   80%
5 years or more                                                100%


     (e)  Participant Loans

          Participants in the Plan may request to borrow up to the lesser of 50%
          of his/her vested account  balance or $50,000.  The interest rate paid
          by the  participant  is equal to the prime  interest rate in effect at
          the  beginning of the month in which the loan is processed and remains
          fixed at that rate for the term of the loan.  Loan repayments are made
          through  payroll  deductions,  after  tax,  and are  credited  to each
          Participant's  account as the  payments are made.  A  participant  may
          repay a loan in full at any time by remitting his/her payment directly
          to Putnam  Investments  ("Putnam"),  the  trustee of the Plan.  In the
          event of termination of employment, a participant's loan may be repaid
          in full or the  loan  will be  canceled  and the  participant's  final
          distribution  will be reduced by the  amount of the  outstanding  loan
          balance.

     (f)  Payment of Benefits

          Distribution  of benefits  must begin either on or before April 1st of
          the year following the year the participant attains age 70 1/2. If the
          participant  is still  employed by the  Company at age 70 1/2,  he/she
          must take a minimum distribution of his/her balance on or before April
          1st of the calendar year after the participant attains age 70 1/2.

          Upon  termination of employment,  a participant is entitled to receive
          payment in full of the vested portion of his/her account. If the value
          of  the  terminating  participant's  vested  account  balance  exceeds
          $5,000, the participant may elect to defer his/her distribution.

     (g)  Forfeitures

          For the year ended  December  31,  2002  forfeited  nonvested  Company
          contributions  totaled $424,520.  These amounts are used to reduce the
          obligation of the Company to make contributions to the Plan.

     (h)  Administrative Costs

          The majority of Plan administrative costs are paid by the Company.


                                       6
<PAGE>

     (i)  Investments

          The Plan offered the following  investment  options as of December 31,
          2002:

                Citizens Communications Company Common Stock
                PIMCO Total Return Fund
                Putnam Growth and Income Fund
                Putnam OTC and Emerging Growth Fund
                Putnam International Growth Fund
                Putnam Vista Fund
                Putnam Voyager Fund
                Putnam Asset - Allocation Balanced Fund
                Putnam Stable Value Fund
                Putnam S & P 500 Index Fund

          The Plan has  investments in Global  Crossing common stock as a result
          of the  transfer of net assets from the  Frontier  Savings Plan to the
          Plan.  The Plan trustee will continue to hold such shares in trust for
          the benefit of the previous Global Crossing  employees until such time
          as any such employee elects to dispose of his or her shares based upon
          the Stock Purchase  Agreement.  However,  the Plan does not permit the
          participants  to otherwise  invest in Global  Crossing  common  stock,
          whether with additional contributions made into the Plan, reallocation
          of other assets of a participant's  account, or otherwise.  On January
          28,  2002,  Global  Crossing  filed for  bankruptcy.  The value of the
          Plan's  investment  in  Global  Crossing  common  stock  has  declined
          significantly since December 31, 2001.

          Effective July 1, 2003, the Plan added ten new investment  choices and
          eliminated  three investment  choices  increasing to 17 the investment
          fund choices available to plan participants.

(2)  Summary of Significant Accounting Policies

     (a)  Basis of Accounting

          The financial  statements  of the Plan are prepared  under the accrual
          method of accounting.

     (b)  Use of Estimates

          The preparation of financial  statements in conformity with accounting
          principles generally accepted in the United States of America requires
          management to make estimates and assumptions  that affect the reported
          amount of assets,  liabilities,  changes  therein,  and disclosures of
          contingent  assets  and  liabilities  at the  date  of  the  financial
          statements. Actual results could differ from these estimates.

          Certain  reclassifications  have been made to the financial statements
          for prior years to conform to current presentation.

     (c)  Investments

          The Plan's investments are stated at fair value, except for guaranteed
          investment  contracts,  which are valued at contract value as they are
          benefit responsive contracts. The investments in guaranteed investment
          contracts are stated at cost, which approximates fair value. Shares of
          registered  investment  companies  (mutual funds) are valued at quoted
          market prices,  which  represent the net asset value of shares held by
          the Plan.  Investments  in collective  trusts are valued at fair value
          based on the  underlying  net assets of the trust as  reported  by the
          sponsor of the collective trust.  Common stock is valued at its quoted
          market  price  as of the  end  of the  Plan  year.  Participant  notes
          receivable are valued at cost, which  approximates fair value. The net
          depreciation/appreciation in the fair value of investments consists of
          the net  realized  gains and  losses on the  disposal  of  investments
          during 2002 and the net  unrealized  appreciation/depreciation  of the
          market value for the investments  remaining in the Plan as of December
          31, 2002.

                                       7
<PAGE>

          Purchases and sales of securities are recorded on a trade-date  basis.
          Interest  income is  recorded  on the  accrual  basis.  Dividends  are
          recorded on the dividend date.

     (d)  Benefits Paid

          Benefits are recorded when paid.

     (e)  Risks and Uncertainties

          The Plan offers a number of investment  options  including the Company
          common stock and a variety of pooled  investment  funds, some of which
          are registered investment companies. The investment funds include U.S.
          equities,   international   equities,  and  fixed  income  securities.
          Investment securities,  in general, are exposed to various risks, such
          as interest rate,  credit,  and overall market volatility risk. Due to
          the level of risk associated with certain investment securities, it is
          reasonable  to  expect  that  changes  in  the  values  of  investment
          securities  will  occur in the near term and that such  changes  could
          materially affect participant account balances.

          The Plan's  exposure to a  concentration  of credit risk is limited by
          the  diversification  of investments  across all  participant-directed
          fund   elections.    Additionally,   the   investments   within   each
          participant-directed fund election are further diversified into varied
          financial instruments, with the exception of the Company common stock,
          which is invested in the security of a single issuer.

     (f)  Adoption of New Accounting Pronouncement

          Effective  January 1, 2001, the Plan adopted the Financial  Accounting
          Standard Board's Statement of Financial  Accounting Standards No. 133,
          "Accounting for Derivative  Instruments and Hedging  Activities" (SFAS
          No. 133),  as amended.  SFAS  No.133,  as amended,  requires  that all
          derivative  instruments be recognized in the financial  statements and
          measured at fair value  regardless of the purpose or intent of holding
          them.  The  adoption  of SFAS No.  133 did not have an  impact  on the
          Plan's financial statements.


                                       8
<PAGE>

(3)  Investments

     The following presents  investments that represent 5% or more of the Plan's
     net assets at the end of year:
<TABLE>
<CAPTION>

                                                                        2002                   2001
                                                                 -------------------    -------------------

Citizens Communications Company common stock:
<S>                                                                <C>                    <C>
    Participant Directed, 4,099,978 and 2,589,353 shares,
      respectively                                                 $   43,254,776         $   27,602,505
    Nonparticipant Directed, 1,598,578 and 3,743,166 shares,
      respectively                                                     16,864,993             39,902,146
Putnam International Growth Fund                                       12,283,627             14,324,233
Putnam Stable Value Fund                                               41,598,318             35,375,673
Putnam S&P 500 Index Fund                                              44,441,510             59,137,507
PIMCO Total Return Fund                                                22,227,452             17,530,682


During 2002, the Plan's  investments  (including gains and losses on investments
bought  and  sold as well as held  during  the  year)  depreciated  in  value by
$26,028,790 as follows:

                Common stocks            $  (2,765,120)
                Mutual funds               (10,402,940)
                Collective trusts          (12,860,730)
                                        ----------------

                                         $ (26,028,790)
                                        ================

(4)  Nonparticipant-Directed Investments

     Information  about the net assets  available  for benefits and  significant
     components of the changes in net assets available for benefits  relating to
     the nonparticipant-directed investments is as follows:

                                                                    2002                   2001
                                                             -------------------    -------------------

    Net assets:
    Common Stock of the Company                               $    16,864,993        $    39,902,146
                                                             ===================    ===================

    Changes in net assets:
    Net depreciation in fair value of investments                  (1,760,283)            (9,923,345)
    Employer contributions                                          2,859,213              6,425,134
    Benefits paid to participants                                  (2,534,729)           (13,908,973)
    Transfers out                                                 (14,030,556)              (654,182)
    Other                                                          (7,570,798)              (383,322)
                                                             -------------------    -------------------

              Change in net assets                            $   (23,037,153)       $   (18,444,688)
                                                             ===================    ===================
</TABLE>




                                    9
<PAGE>

(5)  Investment Contracts with Insurance Company

     The Plan entered into two investment  contracts with Principal  Mutual Life
     Insurance  Company  (Principal  Mutual) and two  investment  contracts with
     Travelers  Life and  Annuity  Company  (Travelers).  Principal  Mutual  and
     Travelers  maintain the contributions in guaranteed  investment  contracts.
     These  contracts are credited with earnings on the  underlying  investments
     and charged for participant withdrawals and administrative  expenses. These
     contracts  are included in the financial  statements  at contract  value as
     reported to the Plan by  Principal  Mutual and  Travelers.  Contract  value
     represents  contributions  made under the  contract,  plus  earnings,  less
     participant  withdrawals  and  administrative  expenses.  Participants  may
     ordinarily  direct the withdrawals or transfer of all or a portion of their
     investments  at  contract   value.   During  2002,  the  Principal   Mutual
     investments contracts matured and were not redeemed.

     There  are no  reserves  against  contract  value  for  credit  risk of the
     contract  issuer or otherwise.  The yield and crediting  interest rates for
     Travelers Guaranteed Investment Contracts are 6.12% for 2002. The yield and
     crediting  interest  rates  for  Principal  Mutual  Guaranteed   Investment
     Contracts  and Travelers  Guaranteed  Investment  Contracts  were 7.16% and
     6.81% for 2001,  respectively.  The crediting interest rates are based on a
     formula  agreed upon with the issuers.  Such interest rates are fixed based
     on the contracts.

(6)  Related Party Transactions

     Certain Plan assets are invested in shares of mutual funds that are managed
     by Putnam. Putnam is the trustee as defined by the Plan,  therefore,  these
     transactions  qualify as party-in-interest  transactions.  Fees paid by the
     Company  to Putnam  amounted  to $4,732  and  $77,407  for the years  ended
     December 31, 2002 and 2001, respectively.

(7)  Plan Termination

     The Company's Board of Directors has the right, under the terms of the Plan
     to  discontinue  Company  contributions  at any time and may  terminate the
     Plan, subject to the terms of the ERISA.

(8)  Tax Status

     The Company  received a favorable  determination  letter from the  Internal
     Revenue Service dated September 24, 2002 stating that the plan continues to
     qualify under Section  401(a) of the Internal  Revenue Code and the related
     trusts  to be tax  exempt  under  Section  501(a)  of the  Code.  The  Plan
     Administrator and the Plan's tax counsel believe that the Plan is currently
     designed and being operated in compliance with IRC.

                                       10

<PAGE>

(8)  Tax Status (continued)

     During  2002 and 2001 there  were  unintentional  delays by the  Company in
     submitting employee deferrals,  loan repayments and matching contributions.
     The  Company  paid  $32,235  to the Plan to  compensate  for lost  earnings
     resulting from the delay, utilizing an earnings rate that was equivalent to
     the rate that would have been earned if the  amounts  had been  invested in
     the fund that  earned the  highest  rate of return in the Plan for the time
     periods during which the employee  deferrals,  loan repayments and matching
     Company  contributions should have been invested.  The Company has reported
     the  2001  transactions  to the  Internal  Revenue  Service  and  paid  the
     applicable  excise tax, and intends to report the 2002 transactions and pay
     the resulting excise tax on or before the applicable due date.

     The Company has identified certain unintentional errors in the operation of
     the Plan.  The Company is currently  reviewing  all the relevant  facts and
     circumstances   of  this  situation  and  intends  to  take  any  necessary
     corrective measures,  including  contributing to the Plan to compensate for
     the potential loss in value of affected participants' accounts. The Company
     believes  that  the  outcome  of the  correction  process  will  not have a
     material effect on the Plan's financial statements.

(9)  Subsequent Events

     Effective  January  1,  2002,  the  Company  adopted  "good  faith"  EGTRRA
     amendments  to the Plan and to the  Frontier  Union  401(k)  Savings  Plan.
     Effective  December 31, 2002,  the Frontier  Union 401(k)  Savings Plan was
     merged into the Plan. The Plan was hereby  amended and restated,  effective
     January 1, 2003 (except as otherwise provided in the Plan), to reflect such
     merger, to reflect the introduction of Supplemental Profit Sharing Matches,
     and to reflect various administrative changes to the Plan.


                                       11

<PAGE>

<TABLE>
<CAPTION>

                          Citizens 401(k) Savings Plan

        Schedule H, line 4(i) - Schedule of Assets (Held at End of Year)

                                December 31, 2002


                                                                                                                       Current
                  Identity of Issuer                                  Description of Investment                         value
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                                                             <C>
*    Citizens Communications Company               Common Stock; 5,698,556 shares; cost at $ 57,063,704              $  60,119,769
*    Global Crossing Limited                       Common Stock; 1,474,254 shares                                           26,537
                                                                                                                    ---------------
                                                   Total common stocks                                                  60,146,306

*    PIMCO Total Return Fund                       Mutual Funds; 2,083,173 shares                                       22,227,452
*    Putnam Growth & Income Fund                   Mutual Funds; 257,466 shares                                          3,640,573
*    Putnam OTC and Emerging Growth Fund           Mutual Fund; 1,478,590 shares                                         7,452,094
*    Putnam International Growth Fund              Mutual Fund; 748,545 shares                                          12,283,627
*    Putnam Vista Fund                             Mutual Fund; 500,286 shares                                           2,996,712
*    Putnam Voyager Fund                           Mutual Funds; 685,410 shares                                          8,711,563
*    Putnam Asset Allocation - Balanced Fund       Mutual Fund; 144,668 shares                                           1,209,422
                                                                                                                    ---------------
                                                   Total mutual funds                                                   58,521,443

*    Putnam S&P 500 Index Fund - Collective Trust  Collective Trust; 2,053,674 shares                                   44,441,510
*    Putnam Stable Value Fund - Collective Trust   Collective Trust; 41,598,318 shares                                  41,598,318
                                                                                                                    ---------------
                                                   Total collective trust                                               86,039,828

     Travelers Life and Annuity                    Guaranteed investment contracts: maturity date 3/31/03; rate 6.81%    1,004,259
     Travelers Life and Annuity                    Guaranteed investment contracts: maturity date 3/31/03; rate 6.81%    4,258,472
                                                                                                                    ---------------
                                                   Total guaranteed investment contracts                                 5,262,731

*    Participant loans                             1,245 loans with interest rates range from 4.25% to 9.50%             8,348,562
                                                                                                                    ---------------

                                                                                                                     $ 218,318,870
                                                                                                                    ===============
</TABLE>

     * Party -in-interest as defined by ERISA

                 See accompanying independent auditors' report.



                                       12


<PAGE>
<TABLE>
<CAPTION>


                          Citizens 401(k) Savings Plan

            Schedule G, Part III - Schedule of Nonexempt Transactions

                          Year ended December 31, 2002



                                                                            Description of transaction
                                                 Relationship to             including maturity date,
                                                plan, employer or          rate of interest, collateral,    Current value
       Identity of party involved            other party-in-interest          par or maturity value            of asset
-----------------------------------------  ----------------------------   -------------------------------  -----------------
<S>                                                                                                            <C>
Citizens Communications Company            Plan sponsor                   Lost earnings associated             $ 2,400
                                                                          with employee contributions
                                                                          not timely remitted to the
                                                                          Plan

</TABLE>


                 See accompanying independent auditors' report.




                                       13





<PAGE>


                          Citizens 401(k) Savings Plan



                                   Signatures
                                   ----------



Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the Plan
Administrators have duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.







                         Citizens 401(k) Savings Plan





                         By    /s/ Robert J. Larson
                           ----------------------------------------

                                   Robert J. Larson

                         Senior Vice President and Chief Accounting Officer



June 30, 2003


                                       14
<PAGE>





                          Independent Auditors' Consent



The Board of Directors
Citizens Communications Company:


We hereby consent to the  incorporation  by reference in Registration  Statement
(No. 33-48683) on Form S-8 and in Registration Statement (No. 333-61432) on Form
S-8 of  Citizens  Communications  Company  of our report  dated  June 26,  2003,
relating to the statements of net assets  available for benefits of the Citizens
401(k) Savings Plan as of December 31, 2002 and 2001, and the related  statement
of changes in net assets  available for benefits for the year ended December 31,
2002, and supplemental schedules as of and for the year ended December 31, 2002,
which report  appears in the annual  report on Form 11-K of the Citizens  401(k)
Savings Plan dated December 31, 2002.









                                                        /s/ KPMG LLP

New York, New York
June 26, 2003


                                       15