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):  May 6, 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 9.  Regulation FD Disclosure.
         ------------------------

     On May 6, 2003, Citizens  Communications  Company issued a press release. A
     copy of the press release is attached hereto as Exhibit 99.3.

     In accordance with the procedural guidance in SEC Release No. 33-8216,  the
     information  in this  Form 8-K and the  Exhibits  attached  hereto is being
     furnished under "Item 9. Regulation FD Disclosure"  rather than under "Item
     12.  Disclosure of Results of  Operations  and  Financial  Condition."  The
     information in this Form 8-K and the Exhibits  attached hereto shall not be
     deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
     1934 (the "Exchange  Act") or otherwise  subject to the liabilities of that
     section,  nor shall it be deemed  incorporated  by  reference in any filing
     under the Securities  Act of 1933 or the Exchange Act,  except as expressly
     set forth by specific reference in such a filing.



<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/ Jerry Elliott
                             --------------------------------
                             Jerry Elliott
                             Chief Financial Officer

Date:  May 6, 2003

<PAGE>

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


                                                 Exhibit 99.3

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
                           2003 First-Quarter Results

Stamford, Conn., May 6, 2003 - Citizens Communications (NYSE:CZN) today reported
first  quarter  2003  consolidated  revenues  of  $651.9  million;  consolidated
operating  income of  $164.3  million;  and  consolidated  net  income of $127.4
million, or 45 cents per share. Consolidated net income for the quarter includes
a $40.7 million non-cash pre-tax gain from the extinguishment of a capital lease
obligation at Electric Lightwave, a $2.4 million pre-tax charge related to early
debt retirement and a $65.8 million non-cash after-tax gain from the adoption of
new  accounting  rules with respect to asset  retirement  obligations  (SFAS No.
143).  Excluding these items,  consolidated net income was $38.2 million,  or 14
cents per share.

The company produced free cash flow of $146.8 million for the first quarter 2003
and  achieved a ratio of net debt to  annualized  Adjusted  EBITDA of 3.7x and a
ratio of net debt to annualized  operating  income of 6.8x. The company  retired
$123.4  million of debt during the  quarter  and ended the  quarter  with $455.9
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 ($220 million if closing  occurs by July 28, 2003) in
cash and the sale of The Gas Company of Hawaii division for $115 million in cash
remain on track for  closings  during the second half of 2003.  The company also
recently  announced that it has entered into  definitive  agreements to sell its
Vermont  Electric  division  for $25  million in cash.  The sale of the  Vermont
business is expected to close in mid-2004 and will complete the  divestiture  of
all of the company's utility businesses.  After completion of all of these sales
Citizens  will  have  generated  $1.9  billion  of  proceeds  from  its  utility
divestiture  program,  which  exceeds the  company's  original  estimate of $1.8
billion of total  proceeds.  The net proceeds from the  remaining  sales will be
used to further reduce debt.

Telecommunications
First  quarter  2003  revenue  from the  company's  ILEC  operations  was $513.6
million,  up $5.6 million or 1.1 percent from $508 million in the first  quarter
of 2002,  primarily due to continued  increases in penetration of data, enhanced
service and long distance products and increased subsidies.


<PAGE>


ILEC operating income for the first quarter of 2003 was $146.9 million, up $54.7
million, or 59.3 percent from the first quarter of 2002. Operating income margin
was 28.6 percent compared to 18.2 percent in the first quarter of 2002.

ILEC  Adjusted  EBITDA  for the first  quarter of 2003 was  $279.3  million,  an
increase  of $15  million or 5.7  percent  compared  to the prior year  quarter.
Adjusted  EBITDA margin for the first quarter of 2003  increased to 54.4 percent
from  52.0  percent  in the  first  quarter  of 2002,  reflecting  increases  in
high-margin  revenues,  an  ongoing  focus  on  increased  productivity  and the
efficiencies  achieved from consolidation of the company's  activities.  Capital
expenditures for the ILEC were $37.9 million for the first quarter 2003.

First  quarter 2003 revenue  from  Electric  Lightwave  totaled  $41.1  million,
operating income was $0.5 million,  Adjusted EBITDA was $6.7 million and capital
expenditures were $1.1 million.

Public Service
The gas and electric segments  accounted for $97.2 million of first quarter 2003
consolidated  revenue,  $16.8  million of  operating  income,  $16.8  million of
Adjusted EBITDA and $8.3 million of capital expenditures.


The  company  uses  certain  non-GAAP   financial  measures  in  evaluating  its
performance.  These include Adjusted EBITDA,  Adjusted EBITDA margin, net income
excluding  certain items, free cash flow and the ratio of net debt to annualized
Adjusted  EBITDA.  A  reconciliation  of the differences  between these non-GAAP
financial  measures and the most  comparable  financial  measure  calculated and
presented in  accordance  with GAAP is included in the tables that  follow.  The
non-GAAP  financial measures referred to in this press release are by definition
not  measures of  financial  performance  under  generally  accepted  accounting
principles and are not  alternatives to operating income or net income reflected
in the  statement of operations or to cash flow as reflected in the statement of
cash flows and are not necessarily indicative of cash available to fund all cash
flow  needs.  The  non-GAAP  financial  measures  used by the company may not be
comparable to similarly titled measures of other  companies.  Adjusted EBITDA is
operating income plus (i) depreciation and amortization,  (ii) restructuring and
other expenses  (primarily  severance costs and expenses related to reorganizing
our telecom operations after the acquisition of Frontier) and (iii) reserves for
certain telecommunications bankruptcies (Global Crossing and Worldcom). Adjusted
EBITDA  margin is  Adjusted  EBITDA  divided by  revenue.  Net income  excluding
certain items is net income without  taking into account the items  described in
the first paragraph.  Free cash flow is operating  income plus  depreciation and
amortization minus capital  expenditures,  cash interest expense and cash taxes.
Net debt to annualized Adjusted EBITDA is the ratio of (i) total debt (excluding
equity units and convertible preferred) net of cash and cash equivalents to (ii)
Adjusted  EBITDA  for the  period  indicated  multiplied  by four.  The  company
believes that  presentation  of these non-GAAP  financial  measures is useful to
investors because it (i) reflects  management's view of core operations and cash
flow generation upon which management bases financial, operational, compensation
and planning  decisions,  (ii) presents  measurements  that investors and rating
agencies have indicated to management are important in assessing the company and
(iii)  indicates  the  company's  actual  performance  compared to the  covenant
limiting  the ratio of net debt to Adjusted  EBITDA  contained in certain of its
debt agreements. While the company utilizes these non-GAAP financial measures in
managing and analyzing  its business and  financial  condition and believes they
are  useful  to  investors  for the  reasons  described  above,  these  non-GAAP
financial measures have certain shortcomings. In particular, Adjusted EBITDA and
net income excluding  certain items exclude the items described  above,  some of
which may recur in future periods, in order to focus on core operations.

<PAGE>

In addition,  annualized Adjusted EBITDA and annualized operating income present
quarterly  information for purposes of ratio analysis as annualized  information
by multiplying the quarterly  information by four,  without  representing in any
way a forecast,  projection or estimate of Adjusted  EBITDA or operating  income
for future  periods.  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 U.S. 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.  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>

                         Citizens Communications Company
                           Consolidated Financial Data
                                   (unaudited)

                                                                       For the quarter ended
                                                       ----------------------------------------------------
                                                         March 31,          March 31,             %
(Amounts in thousands - except per-share amounts)           2003               2002             Change
                                                       ---------------    ---------------   ---------------

Income Statement Data
Continuing operations
<S>                                                         <C>                <C>                    <C>
  Revenue                                                   $ 651,862          $ 679,334               -4%
  Cost of services                                            113,219            128,238              -12%
  Other operating expenses                                    235,821            260,854              -10%
  Depreciation and amortization (1)                           138,548            178,174              -22%
  Reserve for telecommunications bankruptcies                       -              7,804             -100%
  Restructuring and other expenses                                (21)             3,905              101%
  Operating income                                            164,295            100,359               64%
  Investment and other income (loss), net                      48,172            (48,508)             199%
  Interest expense                                            110,829            123,603              -10%
  Income tax expense (benefit)                                 39,976            (26,942)             248%
Loss from discontinued operations, net of tax                       -             (1,478)            -100%
Gain on disposal of water segment, net of tax                       -            169,326             -100%
Cumulative effect of change in accounting principle (2)        65,769            (39,812)             265%
Net income attributable to common shareholders                127,431             83,226               53%

Weighted average shares outstanding                           281,637            280,257                0%

Net income attributable to common shareholders (3)          $    0.45          $    0.30               50%

Other Financial Data (4)
Adjusted EBITDA from continuing operations                  $ 302,822          $ 290,242                4%
Total capital expenditures                                     47,752             68,439              -30%
Free cash flow                                                146,803            104,177               41%

Total debt (5)                                              4,893,560          5,914,115              -17%
  Less: Cash and cash equivalents                             455,923            972,751              -53%
Net debt                                                    4,437,637          4,941,364              -10%

Net debt to annualized Adjusted EBITDA                            3.7                4.3              -14%


 (1)  2002 includes $11,900,000 of accelerated depreciation related to the closing of our Plano, Texas facility.
 (2)  2003 represents the effect of adoption of SFAS No. 143.  2002 represents the write-off of ELI's goodwill.
      Both are net of tax.
 (3)  Calculated based on weighted average shares outstanding.
 (4)  A reconciliation of these non-GAAP financial measures to the most comparable GAAP measure is
      presented at the end of these tables.
 (5)  Excludes equity units and convertible preferred stock.  Total debt includes current portion of long term debt.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                         Citizens Communications Company
                          Financial and Operating Data
                                   (unaudited)

                                                                   For the quarter ended
                                                    ------------------------------------------------
                                                      March 31,          March 31,           %
(Dollars in thousands, except operating data)            2003               2002          Change
                                                    ---------------    ---------------  ------------

TELECOMMUNICATIONS
Select Income Statement Data
Revenue
<S>                                                      <C>                <C>                <C>
     Network access services                             $ 164,997          $ 165,833           -1%
     Local network services                                221,095            216,800            2%
     Long distance and data services                        74,778             70,286            6%
     Directory services                                     27,043             26,244            3%
     Other                                                  25,696             28,868          -11%
        ILEC revenue                                       513,609            508,031            1%
     Electric Lightwave                                     41,093             47,247          -13%
Total revenue                                              554,702            555,278            0%

Expenses
     Network access expense                                 56,515             57,958           -2%
     Other operating expenses                              212,210            232,320           -9%
     Depreciation and amortization (1)                     138,548            178,090          -22%
     Reserve for telecommunications bankruptcies                 -              7,804         -100%
     Restructuring and other expenses                          (21)             3,905          101%
Total expenses                                             407,252            480,077          -15%

Operating Income (Loss)
     ILEC                                                $ 146,915          $  92,221           59%
     ELI                                                       535            (17,020)         103%

Other Financial and Operating Data (2)
     ILEC Adjusted EBITDA                                $ 279,270          $ 264,320            6%
     ILEC Adjusted EBITDA margin                             54.4%              52.0%            5%
     ILEC capital expenditures                           $  37,877          $  56,040          -32%
     ELI Adjusted EBITDA                                     6,707                680          886%
     ELI capital expenditures                                1,147              2,589          -56%

     ILEC access lines                                   2,435,246          2,478,573           -2%
     ILEC switched access minutes of use (in millions)       3,045              3,081           -1%
     ILEC average monthly revenue per average line       $   70.17          $   68.28            3%


(1)  See footnote (1) on first page.
(2)  See footnote (4) on first page.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                         Citizens Communications Company
                          Financial and Operating Data
                                   (unaudited)

                                                       For the quarter ended
                                          ---------------------------------------------
                                            March 31,         March 31,         %
(Dollars in thousands)                         2003              2002        Change
                                          ---------------     -----------  ------------
GAS AND ELECTRIC SECTORS (1)

Select Income Statement Data
<S>                                             <C>            <C>                <C>
Revenue                                         $ 97,160       $ 124,056          -22%
Gas, electric energy and fuel oil purchased       56,704          70,280          -19%
Other operating expenses                          23,611          28,534          -17%
Depreciation and amortization (2)                      -              84         -100%
Operating income                                  16,845          25,158          -33%

Other Financial Data (3)
Adjusted EBITDA                                 $ 16,845       $  25,242          -33%
Capital expenditures                               8,314           9,583          -13%


(1)  Our Kauai Electric operations were sold on November 1, 2002, which 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.

</TABLE>

<PAGE>

                                                           Schedule A

Reconciliation of Non-GAAP Financial Measures
For the quarter ended March 31,

 Net Income to Net Income Excluding Items
(Dollars in thousands, except per-share amounts. All amounts shown net of tax.)

                                                     2003             2002
------------------------------------------------------------------------------

 Net income as reported                           $ 127,431        $ 83,226

    Capital lease termination                       (24,937)              -
    Early retirement of debt                          1,470               -
    Income from discontinued operations                   -        (167,848)
    Cumulative effect of accounting change          (65,769)         39,812

                                               -----------------------------
 Net income excluding items                        $ 38,195       $ (44,810)
                                               =============================


 Net Income Per Share to Net Income
 (Loss) Per Share Excluding Items
------------------------------------

 Net income per share as reported                    $ 0.45          $ 0.30

    Capital lease termination                         (0.09)              -
    Early retirement of debt                           0.01               -
    Income from discontinued operations                   -           (0.60)
    Cumulative effect of accounting change            (0.23)           0.14

                                               -----------------------------
 Net income (loss) per share excluding items         $ 0.14         $ (0.16)
                                               =============================

<PAGE>
<TABLE>
<CAPTION>
                                                                                                               Schedule B

    Reconciliation of Non-GAAP Financial Measures
    For the quarter ended March 31,
                                                                       Electric           Gas and Electric
                                              ILEC                 Lightwave, Inc.            Sectors              As Reported
                                      ---------------------    -----------------------  ---------------------  ---------------------
(Dollars in thousands)                    2003     2002          2003         2002        2003        2002       2003        2002
------------------------------------  ----------------------------------------------------------------------------------------------

 Operating Income to Adjusted EBITDA

<S>                                    <C>         <C>         <C>        <C>           <C>         <C>        <C>         <C>
 Operating income (loss)               $ 146,915   $  92,221   $   535    $ (17,020)    $ 16,845    $ 25,158   $ 164,295   $100,359

 Add back:
    Depreciation and amortization        132,355     158,290     6,193       19,800            -          84     138,548    178,174
    Reserve for telecom bankruptcies           -       7,804         -            -            -           -           -      7,804
    Restructuring and other expenses           -       6,005       (21)      (2,100)           -           -         (21)     3,905

                                      ----------------------------------------------------------------------------------------------
Adjusted EBITDA                        $ 279,270   $ 264,320   $ 6,707    $     680     $ 16,845    $ 25,242   $ 302,822   $290,242
                                      ==============================================================================================
</TABLE>

<PAGE>
                                                        Schedule C

     Reconciliation of Non-GAAP Financial Measures
     For the quarter ended March 31,


     (Dollars in thousands)                        2003              2002
     -------------------------------------    --------------    --------------

     Operating Income to Free Cash Flow

     Operating income                            $ 164,295         $ 100,359
      Add back:
         Depreciation and amortization             138,548           178,174
     Subtract:
        Cash paid for income taxes                     306             1,644

        Cash paid for interest                     107,982           104,273

        Capital expenditures                        47,752            68,439
                                              --------------    --------------
     Free cash flow                              $ 146,803         $ 104,177
                                              ==============    ==============

<PAGE>
<TABLE>
<CAPTION>

                                                             Schedule D

     Reconciliation of Non-GAAP Financial Measures
     For the quarter ended March 31,


     (Dollars in thousands)                                           2003                         2002
     ----------------------------------------------         ------------------------    --------------------------

     Net Debt to Annualized Adjusted EBITDA

<S>                                                           <C>                          <C>
     Adjusted EBITDA (1)                                       302,822                      290,242
      Multiplied by:
         Number of quarters                                          4                            4
                                                            -----------                 ------------
     Annualized Adjusted EBITDA                                           1,211,288                     1,160,968

     Total debt (2)                                          4,893,560                    5,914,115
      Less:
         Cash and cash equivalents (2)                         455,923                      972,751
                                                            -----------                 ------------
      Net debt                                                            4,437,637                     4,941,364
      Divided by:
         Annualized Adjusted EBITDA                                       1,211,288                     1,160,968

     Net Debt to Annualized Adjusted EBITDA Ratio                               3.7                           4.3

     (1) See Schedule B.
     (2) As reported in the Company's financial statements prepared in accordance with GAAP.

</TABLE>