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): March 4, 2003




                         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 7. Financial Statements, Exhibits

        (c)  Exhibits

             99.1 Press Release of Citizens Communications Company released
             March 4, 2003 announcing earnings for the quarter and year ended
             December 31, 2002.

             99.2 Financial and operating data


<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
                             Senior Vice President and Chief Accounting Officer

Date:  March 4, 2003

<PAGE>
                                        Exhibit 99.1


                                                        Citizens Communications
                                                        3 High Ridge Park
                                                        Stamford, CT 06905
                                                        203.614.5600
                                                        Web site: www.czn.net
                                                        FOR IMMEDIATE RELEASE
Contacts:
Brigid M. Smith                 Michael A. Zarrella
Assistant Vice President        Vice President
Corporate Communications        Corporate Development
203.614.5042                    203.614.5179
bsmith@czn.com                  mzarrell@czn.com


                        Citizens Communications Reports
                          2002 Fourth-Quarter Results

Stamford,  Conn.,  Mar.  4,  2003 -  Citizens  Communications  (NYSE:CZN)  today
reported revenues of $520 million from its ILEC operations for the quarter ended
Dec. 31, 2002. The ILEC segment produced adjusted EBITDA of $278 million and had
capital expenditures of $83 million for the quarter.

The company  produced  free cash flow of $333 million for the full year 2002 and
achieved a net debt to annualized  Adjusted  EBITDA ratio for the fourth quarter
of 3.9x,  surpassing  the  targeted  year-end  ratio.  The company  prepaid $344
million of debt during the quarter and repaid  $1.06  billion (or 16 percent) of
its debt during the year, and ended the quarter with over $393 million in cash.

The company  remains  focused on and committed to the continuing  improvement of
its balance  sheet  through the  generation of free cash flow applied to further
debt reduction.  In addition, the sale of the company's Arizona Electric and Gas
divisions  for $230  million  in cash and the sale of The Gas  Company of Hawaii
division  for $115  million in cash are expected to close during the second half
of 2003. The net proceeds from these sales will be used to further reduce debt.

For the fourth quarter 2002 consolidated  results were revenues of $659 million;
operating income of $99 million; capital expenditures of $115 million; free cash
flow of $71 million; and the net loss was $24 million.

During the fourth quarter the company also reduced  stockholders' equity by $112
million as a result of  certain  pension  matters  previously  disclosed.  After
giving effect to this reduction the company's "net worth" as calculated pursuant
to certain debt agreements was $1.83 billion at Dec. 31, 2002.

Telecommunications
Fourth  quarter 2002  revenue  from the  company's  ILEC  operations  was $520.4
million,  up $9.7 million or 2 percent from $510.7 million in the fourth quarter
of 2001,  primarily due to continued  increases in penetration of data, enhanced
service  and  long-distance  products,  sales of  special  access  services  and
increased  subsidies.  For the  full  year,  revenue  from  the  company's  ILEC
operations was $2.063 billion, up $468.9 million, or 29 percent.

ILEC  operating  income  for the  fourth  quarter  was $89.2  million,  up $56.2
million,  or 170 percent from the fourth  quarter of 2001, and for the full year
was $413 million compared to $221 million in 2001.

Adjusted EBITDA for the fourth quarter of 2002 was $278 million,  an increase of
$24 million or 10 percent  compared to the prior year quarter.  Adjusted  EBITDA
margin  for the  fourth-quarter  of 2002  increased  to 53.5  percent  from 49.7
percent  in the fourth  quarter of 2001,  reflecting  increases  in  high-margin
revenues,  an  ongoing  focus on  increased  productivity  and the  efficiencies
achieved from consolidation of the company's activities. Adjusted EBITDA for the
full year 2002 was $1.097  billion,  an increase  of $294  million or 37 percent
from the prior year.


<PAGE>

Capital  expenditures  for the ILEC were $83  million  and  operating  cash flow
(Adjusted EBITDA minus capital  expenditures)  was $195 million for the quarter.
For the full year 2002 ILEC capital expenditures were $289 million and operating
cash flow was $808 million.

Fourth-quarter  2002 revenue from  Electric  Lightwave  totaled  $41.2  million,
Adjusted  EBITDA was $9.8 million,  capital  expenditures  were $3.8 million and
operating cash flow was $6 million. For the full year 2002, revenue totaled $175
million,  Adjusted  EBITDA  was $17.1  million,  capital  expenditures  were $12
million and operating cash flow was $5.1 million.

Public Service
The gas and electric segments  accounted for $97 million of fourth-quarter  2002
consolidated  revenue,  $10.2  million of  Adjusted  EBITDA and $9.1  million of
capital  expenditures.  For the full year  2002,  the gas and  electric  segment
accounted for $431.3 million of consolidated revenue,  $76.1 million of Adjusted
EBITDA,  $39.7  million of capital  expenditures  and $36.4 million of operating
cash flow.

Adjusted EBITDA is EBITDA  (operating income plus depreciation and amortization)
plus  restructuring  and other  expenses,  loss on  impairment  and  reserve for
telecommunications  bankruptcies.  Free  cash  flow  is  operating  income  plus
depreciation  and  amortization  and the loss on impairment,  minus cash capital
expenditures, cash interest expense and cash taxes. EBITDA is a measure commonly
used to analyze companies on the basis of operating performance. EBITDA is not a
measure of financial  performance under generally accepted accounting principles
nor is it an  alternative  to cash flow as a measure of liquidity and may not be
comparable to similarly titled measures of other  companies.  The information in
this press release should be read in conjunction  with the financial  statements
and  footnotes  contained in our documents to be filed with the  Securities  and
Exchange Commission.

About Citizens Communications
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 local and  national  economies,  the state of the  telecommunications
industry,  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 and the mix of products and
services  offered in the company's  markets.  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.

<PAGE>

<TABLE>
<CAPTION>
                                                Exhibit 99.2


                         Citizens Communications Company
                           Consolidated Financial Data
                                   (unaudited)

                                                  For the quarter ended                 For the year ended
                                                       December 31,                         December 31,
                                               --------------------------           --------------------------
                                                                              %                                     %
(Amounts in thousands - except per-share             2002         2001      Change        2002         2001      Change
  amounts)                                     -----------------------------------  ------------------------------------

Income Statement Data
Continuing operations
<S>                                               <C>          <C>             <C>   <C>          <C>                <C>
  Revenue                                         $ 658,728    $ 665,849      -1%    $ 2,669,332   $2,456,993        9%
  Cost of services                                  119,101      122,271      -3%        476,920      599,378      -20%
  Other operating expenses (1)                      241,397      271,073     -11%      1,002,355      951,710        5%
  Depreciation and amortization (2)                 191,359      218,602     -12%        755,522      632,336       19%
  Reserve for telecommunications bankruptcies        (6,925)      21,200    -133%         10,880       21,200      -49%
  Restructuring and other expenses (3)               15,274        6,325     141%         37,186       19,327       92%
  Loss on impairment (4)                                  -            -        -      1,074,058            -      100%
  Operating income (loss)                            98,522       26,378     274%       (687,589)     233,042     -395%
  Investment and other loss, net                    (19,828)     (82,036)     76%        (82,553)     (65,541)     -26%
  Gain on sale of assets                              7,897            -     100%          9,798      139,304      -93%
  Interest expense                                  113,280      122,845      -8%        477,506      385,536       24%
  Income tax expense (benefit)                        9,814      (63,988)    115%       (414,874)     (14,805)   -2702%
Income (loss) from discontinued operations,
  net of tax                                              -        6,200    -100%         (1,478)      17,875     -108%
Gain on disposal of water segment, net of tax        12,043            -     100%        181,369            -      100%
Extraordinary expense-discontinuation of Statement of
  Financial Accounting Standards No. 71, net of tax       -            -        -              -       43,631     -100%
Cumulative effect of change in accounting
  principle (5)                                           -            -        -         39,812            -     -100%
   Carrying cost of equity forward contracts              -            -        -              -       13,650     -100%
Net loss available to common shareholders           (24,460)    (108,315)     77%       (682,897)    (103,332)    -561%

Other Financial Data
Adjusted EBITDA from continuing operations (6)    $ 298,230    $ 272,505       9%    $ 1,190,057   $  905,905       31%
Total capital expenditures (7)                      114,538      177,666     -36%        358,741      487,271      -26%
Free cash flow (7) (8)                               70,945      (72,363)    198%        333,174       77,523      330%

Long-term debt (9)                                4,957,361    5,534,906     -10%      4,957,361    5,534,906      -10%

Total debt (9)                                    5,016,272    6,018,812     -17%      5,016,272    6,018,812      -17%
  Less: Cash and cash equivalents                   393,177      215,869      82%        393,177      215,869       82%
Net debt                                          4,623,095    5,802,943     -20%      4,623,095    5,802,943      -20%

Net debt to annualized Adjusted EBITDA                  3.9          5.3     -26%            3.9          6.4      -39%
Interest coverage                                       2.6          2.2      18%            2.5          2.3        9%

Shares of common stock outstanding                  282,484      281,291       0%        282,484      281,291        0%
Weighted average shares outstanding                 281,096      279,675       1%        280,686      273,721        3%

Net loss available to common shareholders (10)    $   (0.09)   $   (0.39)     77%    $     (2.43)  $    (0.38)    -539%

</TABLE>
(1)  Includes  $3,715,000 and $21,380,000 of acquisition  assimilation  expenses
     for the  quarter  and year  ended  December  31,  2001,  respectively.
(2)  Includes  $10,577,000 and $23,379,000 of accelerated  depreciation  for the
     quarter and year ended  December  31,  2002,  respectively,  related to the
     closing  of our  Plano,  Texas  facility.  Also  includes  $37,526,000  and
     $91,219,000  of  goodwill  amortization  for the  quarter  and  year  ended
     December 31, 2001, respectively.
(3)  Primarily severance costs.
(4)  Shown as the pre-tax amount.
(5)  Write-off of ELI's goodwill.
(6)  Adjusted EBITDA is operating income plus depreciation and amortization, the
     reserve  for  telecommunications  bankruptcies,   restructuring  and  other
     expenses and loss on impairment. Adjusted EBITDA is a measure commonly used
     to analyze  companies  on the basis of operating  performance.  It is not a
     measure  of  financial  performance  under  generally  accepted  accounting
     principles  and should not be considered as an alternative to net income as
     a measure of  performance  nor an  alternative to cash flow as a measure of
     liquidity and may not be comparable to similarly  titled  measures of other
     companies (see segment footnote in the SEC Form 10-K).
(7)  Excludes  $110,000,000 of previously leased facilities  purchased by ELI in
     April 2002.
(8)  Free cash flow is operating  income plus  depreciation and amortization and
     loss on impairment minus cash interest expense,  cash income taxes and cash
     capital expenditures.
(9)  Excludes  equity units.  Total debt includes  current  portion of long term
     debt.
(10) Calculated based on weighted average shares outstanding.

<PAGE>
<TABLE>
<CAPTION>
                         Citizens Communications Company
                          Financial and Operating Data
                                   (unaudited)

                                                  For the quarter ended                    For the year ended
                                                       December 31,                           December 31,
                                                ---------------------------            ---------------------------
(Dollars in thousands, except operating data)                                  %                                      %
TELECOMMUNICATIONS (1)                              2002         2001       Change         2002         2001       Change
                                                -------------------------------------  -------------------------------------

Select Income Statement Data
Revenue
<S>                                                <C>           <C>              <C>     <C>           <C>             <C>
     Access services                               $ 169,762     $ 170,902       -1%    $   673,456     $ 564,670       19%
     Local services                                  219,217       215,452        2%        869,907       673,320       29%
     Long distance and data services                  78,207        73,130        7%        305,455       208,274       47%
     Directory services                               25,886        25,433        2%        104,383        72,375       44%
     Other                                            27,339        25,801        6%        109,704        75,414       45%
        ILEC revenue                                 520,411       510,718        2%      2,062,905     1,594,053       29%
     Electric Lightwave                               41,235        50,083      -18%        175,079       223,391      -22%
Total revenue                                        561,646       560,801        0%      2,237,984     1,817,444       23%

Expenses
     Network access expense                           60,688        64,856       -6%        235,462       194,094       21%
     Other operating expenses (2)                    212,923       236,322      -10%        888,560       807,739       10%
     Depreciation and amortization (3)               191,351       218,151      -12%        755,158       625,293       21%
     Reserve for telecommunications bankruptcies      (6,925)       21,200     -133%         10,880        21,200      -49%
     Restructuring and other expenses (4)             15,274         6,325      141%         37,186        19,327       92%
     Loss on impairment (5)                                -             -         -        656,658             -      100%
Total expenses                                       473,311       546,854      -13%      2,583,904     1,667,653       55%

Adjusted EBITDA and Capital Expenditure Data
     ILEC Adjusted EBITDA (6)                      $ 278,247     $ 253,915       10%    $ 1,096,864     $ 802,577       37%
     ILEC Adjusted EBITDA margin                       53.5%         49.7%        8%          53.2%         50.3%        6%
     ILEC capital expenditures                     $  83,343     $ 149,345      -44%    $   288,823     $ 391,377      -26%
     ELI Adjusted EBITDA (6)                           9,788         5,708       71%         17,098        13,034       31%
     ELI capital expenditures (7)                      3,800         8,381      -55%         12,003        28,233      -57%

Operating Income (Loss)
     ILEC                                          $  89,174     $  32,999      170%    $   413,241     $ 220,956       87%
     ELI                                                (839)      (19,052)      96%       (759,161)      (71,165)    -967%

Operating Data
     ILEC access lines                             2,444,400     2,481,409       -1%      2,444,400     2,481,409       -1%
     ILEC switched access minutes of use
       (in millions)                                   3,069         3,107       -1%         12,252         9,937       23%
     ILEC average monthly revenue per average line $   70.75     $   68.48        3%    $     69.80     $   68.76        2%


(1)  Includes our Incumbent Local Exchange Carrier (ILEC) and Electric Lightwave, Inc. (ELI) businesses.
(2)  See footnote (1) on first page.
(3)  See footnote (2) on first page.
(4)  See footnote (3) on first page.
(5)  See footnote (4) on first page.
(6)  See footnote (6) on first page.
(7)  See footnote (7) on first page.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                         Citizens Communications Company
                          Financial and Operating Data
                                   (unaudited)

                                              For the quarter ended                      For the year ended
                                                   December 31,                              December 31,
                                          -----------------------------             -----------------------------
(Dollars in thousands)                                                     %                                         %
GAS AND ELECTRIC SECTORS (1)                   2002          2001        Change          2002          2001        Change
                                          ----------------------------------------  ----------------------------------------

Select Income Statement Data
<S>                                             <C>          <C>               <C>       <C>           <C>              <C>
Revenue                                         $ 97,083     $ 105,048        -8%        $ 431,348     $ 639,549       -33%
Gas, electric energy and fuel oil purchased       58,413        57,415         2%          241,458       405,284       -40%
Other operating expenses                          28,473        34,751       -18%          113,795       143,971       -21%
Depreciation and amortization (2)                      8           451       -98%              364         7,043       -95%
Loss on impairment (3)                                 -             -          -          417,400             -       100%
Operating income (loss)                           10,189        12,431       -18%         (341,669)       83,251      -510%

Other Financial Data
Adjusted EBITDA (4)                             $ 10,197     $  12,882       -21%        $  76,095     $  90,294       -16%
Capital expenditures                               9,140        19,123       -52%           39,660        66,844       -41%

</TABLE>

(1)  Our Louisiana and Colorado gas operations  were disposed of by sale on July
     2, 2001 and November 30, 2001, respectively.  Our Kauai Electric operations
     were disposed of by sale on November 1, 2002. The sale of these  operations
     affects the comparability of data presented.
(2)  Our  gas  and  electric   operations  are  reported  as  "held  for  sale."
     Accordingly,  we ceased to record depreciation expense effective October 1,
     2000 and January 1, 2001, respectively.
(3)  See footnote (4) on first page.
(4)  Adjusted EBITDA is operating income plus  depreciation and amortization and
     loss on impairment (see footnote (6) on first page).