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):  November 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 12.  Disclosure of Results of Operations and Financial Condition
          -----------------------------------------------------------

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

          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: November 6, 2003

<PAGE>

                                                 Exhibit 99.3

                                                 Citizens Communications
                                                 3 High Ridge Park
                                                 Stamford, CT 06905
                                                 203.614.5600

--------------------------------------------------------------------------------
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 Third-Quarter Results

Stamford,  Conn., November 6, 2003 -- Citizens  Communications  (NYSE:CZN) today
reported third quarter 2003 consolidated revenues of $595 million;  consolidated
operating  income  of  $133.2  million;  and  consolidated  net  income of $11.4
million, or 4 cents per share.  Consolidated net income for the quarter includes
a loss of  $16.8  million  associated  with the  sale of the  company's  utility
divisions,  $10.9 million of costs  associated with the early retirement of debt
and a $4 million  impairment  charge related to the Vermont  Electric  division.
Excluding  these items and their tax effect,  consolidated  net income was $32.2
million, or 11 cents per share.

The company produced free cash flow of $106.9 million for the third quarter 2003
and achieved a ratio of net debt to annualized  cash  generated by operations of
3.3x and a ratio of net debt to annualized operating income of 7.1x. The company
retired  $267.4  million of debt during the  quarter and ended the quarter  with
$597.1  million in cash.  The company has produced  $365.6  million of free cash
flow and has retired $622.4 million of debt during 2003.

Telecommunications
Third  quarter  2003  revenue  from the  company's  ILEC  operations  was $511.6
million,  down $8.2  million or 1.6  percent  from  $519.8  million in the third
quarter of 2002. The decrease is due primarily to loss of access lines, the sale
of our North  Dakota  exchanges  and reduced  network  access and long  distance
revenues.  These  decreases  were  partially  offset by  continued  increases in
enhanced service and data revenues.

The company added a record 13,400 DSL customers  during the quarter and had more
than 105,000 DSL subscribers at September 30, 2003. The company's primary access
line count, which does not take into account DSL subscriptions, decreased 14,600
lines  during  the  quarter.  Taking  into  account  DSL  subscriptions,   total
subscriptions decreased 1,200 for the quarter.

ILEC  operating  income for the third  quarter of 2003 was  $133.8  million  and
operating  income margin was 26.2 percent,  compared to ILEC operating income of
$131.2 million and operating  income margin of 25.2 percent in the third quarter
of 2002.

<PAGE>

ILEC  cash  generated  by  operations  for the  third  quarter  of 2003 was $280
million.  ILEC cash generated by operations margin for the third quarter of 2003
was 54.7 percent, compared to 53.9 percent in the third quarter of 2002.

Capital expenditures for the ILEC were $67 million for the third quarter 2003.

Third  quarter 2003 revenue  from  Electric  Lightwave  totaled  $40.4  million,
operating income was $3.8 million, cash generated by operations was $9.4 million
and capital expenditures were $3.1 million.

Public Service
The gas and electric  segments  accounted  for $43 million of third quarter 2003
consolidated revenue, a $4.4 million operating loss, and $5.9 million of capital
expenditures.  The sale of the Company's  Arizona and Hawaii utility  businesses
for an aggregate of $343.4 million was completed during the third quarter.

The  company  uses  certain  non-GAAP   financial  measures  in  evaluating  its
performance.  These  include cash  generated by  operations,  cash  generated by
operations  margin,  net income excluding  certain items, free cash flow and the
ratio of net debt to annualized cash generated by operations.  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  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.

Cash  generated by  operations  is operating  income plus (i)  depreciation  and
amortization,  (ii) reserve for certain telecom  bankruptcies  (Global Crossing,
WorldCom and Touch America),  (iii)  restructuring and other expenses (primarily
the write-off of software costs and severance costs and expenses),  (iv) loss on
impairment charges and (v) restricted stock related compensation  expense.  Cash
generated  by  operations  margin is cash  generated  by  operations  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,  loss on  impairment  charges and
restricted  stock  related  compensation  minus capital  expenditures,  interest
expense and cash taxes.  Net debt to annualized  cash generated by operations is
the ratio of (i) total debt (excluding  equity units and convertible  preferred)
net of cash and cash  equivalents  to (ii) cash  generated by operations for the
period indicated multiplied by four (for a quarter) or by one and one-third (for
a nine month period).

<PAGE>

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) is indicative of the company's actual performance  compared to
the  covenant  limiting the ratio of net debt to cash  generated  by  operations
contained  in certain of its debt  agreements.  Management  uses these  non-GAAP
financial  measures to plan and measure the  performance of its core  operations
and its divisions measure  performance and report to management based upon these
measures. In addition,  the company believes that free cash flow, as the company
defines it, can assist in comparing  performance from period to period,  without
taking into account  factors  affecting  cash flow reflected in the statement of
cash flows, including changes in working capital and the timing of purchases and
payments.

While the company  utilizes  these non-GAAP  financial  measures in managing and
analyzing its business and  financial  condition and believes they are useful to
management  and to investors for the reasons  described  above,  these  non-GAAP
financial measures have certain shortcomings.  In particular,  cash generated by
operations and net income  excluding  certain items do not take into account the
items described above,  some of which will recur in future periods,  in order to
focus on core  operations.  In addition,  free cash flow does not  represent the
residual cash flow available for discretionary expenditures, since items such as
debt repayments are not deducted from such measure.  Management  compensates for
the  shortcomings of these measures by utilizing them in conjunction  with their
comparable GAAP financial  measures.  In addition,  annualized cash generated by
operations  and  annualized  operating  income  present  quarterly or nine month
information  for purposes of ratio analysis as annualized  information,  without
representing in any way a forecast,  projection or estimate of cash generated by
operations 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                 For the nine months ended
                                                             September 30,                           September 30,
                                                      --------------------------     %       ---------------------------     %
(Amounts in thousands - except per-share amounts)        2003          2002       Change       2003           2002        Change
                                                      ------------------------------------   --------------------------------------

Income Statement Data
Continuing operations
<S>                                                     <C>          <C>              <C>    <C>            <C>               <C>
  Revenue                                               $ 595,037    $ 668,831       -11%    $ 1,890,853    $ 2,010,604      -6%
  Cost of services                                         85,869      115,795       -26%        312,625        357,819     -13%
  Other operating expenses                                220,442      248,784       -11%        682,870        758,715     -10%
  Restricted stock based compensation                        (166)        (106)      -57%          5,720          2,243     155%
  Depreciation and amortization (1)                       151,878      199,611       -24%        440,785        564,163     -22%
  Reserve for telecommunications bankruptcies                   -            -          -          2,260         17,805     -87%
  Restructuring and other expenses                           (142)        (273)       48%          9,950         21,912     -55%
  Loss on impairment (2)                                    4,000    1,074,058      -100%          4,000      1,074,058    -100%
  Operating income (loss)                                 133,156     (969,038)      114%        432,643       (786,111)    155%
  Investment and other income (loss), net                  (7,464)      13,111      -157%         66,924        (65,028)    203%
  Gain/(loss) on sales of assets, net                     (16,813)       1,901      -984%        (11,792)         1,901    -720%
  Interest expense (includes dividends on preferred
    securities                                            104,677      117,264       -11%        323,494        361,923     -11%
  Income tax expense (benefit)                             (7,210)    (371,186)       98%         57,150       (424,688)    113%
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 (3)         -            -          -         65,769        (39,812)    265%
Net income (loss) attributable to common shareholders      11,412     (700,104)      102%        172,900       (658,437)    126%

Weighted average shares outstanding                       282,838      280,778         1%        282,217        280,540       1%

Net income (loss) attributable to common shareholders   $    0.04    $   (2.49)      102%    $      0.61    $     (2.35)    126%

Other Financial Data (4)
Cash generated by operations                            $ 288,726    $ 304,252        -5%    $   895,358    $   894,070       0%
Total capital expenditures (5)                             76,056       81,645        -7%        191,658        244,203     -22%
Free cash flow                                            106,946      135,983       -21%        365,571        267,699      37%

Total debt (6)                                          4,392,631    5,360,566       -18%      4,392,631      5,360,566     -18%
  Less: Cash and cash equivalents                         597,124      479,236        25%        597,124        479,236      25%
Net debt                                                3,795,507    4,881,330       -22%      3,795,507      4,881,330     -22%

Net debt to annualized cash generated by operations           3.3          4.0       -18%            3.2            4.1     -22%


(1)  Includes $12,800,000 of accelerated  depreciation for the nine months ended
     September  30, 2002 (none for the three  months ended  September  30, 2002)
     related to the closing of our Plano, Texas facility.
(2)  Shown as the pre-tax amount.
(3)  2003 represents the effect of adoption of SFAS No. 143. 2002 represents the
     write-off of ELI's goodwill. Both are net of tax.
(4)  A  reconciliation  of these non-GAAP  measures to the most  comparable GAAP
     measure is presented at the end of these tables.
(5)  2002 excludes $110,000,000 of previously leased facilities purchased by ELI
     in April 2002.
(6)  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                  For the nine months ended
                                                       September 30,                             September 30,
                                                 ------------------------      %        ---------------------------      %
(Dollars in thousands, except operating data)       2003          2002      Change          2003          2002        Change
                                                 -----------------------------------    --------------------------------------

TELECOMMUNICATIONS
Select Income Statement Data
Revenue
<S>                                                <C>          <C>              <C>      <C>           <C>            <C>
     Network access services                       $ 166,705    $ 170,069       -2%       $ 491,844     $ 507,065      -3%
     Local network services                          216,349      221,671       -2%         658,155       656,109       0%
     Long distance and data services                  76,146       73,396        4%         227,410       214,711       6%
     Directory services                               26,817       26,443        1%          80,595        78,497       3%
     Other                                            25,557       28,198       -9%          77,332        86,112     -10%
        ILEC revenue                                 511,574      519,777       -2%       1,535,336     1,542,494       0%
     Electric Lightwave                               40,416       41,311       -2%         125,228       133,845      -6%
Total revenue                                        551,990      561,088       -2%       1,660,564     1,676,339      -1%

Expenses
     Network access expense                           57,133       58,218       -2%         171,816       174,774      -2%
     Other operating expenses                        205,553      218,208       -6%         620,922       673,313      -8%
     Restricted stock based compensation                 (12)         (21)      43%           5,637         2,325     142%
     Depreciation and amortization (1)               151,878      199,385      -24%         440,785       563,807     -22%
     Reserve for telecommunications bankruptcies           -            -         -           2,260        17,805     -87%
     Restructuring and other expenses                   (142)        (273)      48%           9,950        21,912     -55%
     Loss on impairment (2)                                -      656,658     -100%               -       656,658    -100%
Total expenses                                       414,410    1,132,175      -63%       1,251,370     2,110,594     -41%

Operating Income (Loss)
     ILEC                                          $ 133,807    $ 131,239        2%       $ 402,536     $ 324,067      24%
     ELI                                               3,773     (702,326)     101%           6,658      (758,322)    101%

Other Financial and Operating Data (3)
     ILEC cash generated by operations             $ 279,952    $ 280,116        0%       $ 840,824     $ 820,447       2%
     ILEC cash generated by operations margin          54.7%        53.9%        1%           54.8%         53.2%       3%
     ILEC capital expenditures                     $  66,968    $  67,601       -1%       $ 161,260     $ 205,005     -21%
     ELI cash generated by operations                  9,352        4,546      106%          27,002         7,805     246%
     ELI capital expenditures (4)                      3,113        2,547       22%           6,514         8,203     -21%

     ILEC access lines (5)                         2,404,188    2,460,022       -2%       2,404,188     2,460,022      -2%
     ILEC switched access minutes of use
       (in millions)                                   3,009        3,135       -4%           9,049         9,183      -1%
     ILEC average monthly revenue per average
       line                                        $   70.70    $   70.26        1%       $   70.38     $   69.36       1%


(1)  See footnote (1) on first page.
(2)  See footnote (2) on first page.
(3)  See footnote (4) on first page.
(4)  See footnote (5) on first page.
(5)  On  April  1,  2003  and  October  31,  2002,  we  completed  the  sale  of
     approximately 11,000 and 4,000 telephone access lines, respectively, in the
     state of  North  Dakota.  These  sales  affect  the  comparability  of data
     presented.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                         Citizens Communications Company
                          Financial and Operating Data
                                   (unaudited)

                                              For the quarter ended                    For the nine months ended
                                                 September 30,                              September 30,
                                          ----------------------------    %          ---------------------------     %
(Dollars in thousands)                       2003          2002        Change            2003          2002        Change
                                          --------------------------------------     -------------------------------------
GAS AND ELECTRIC SECTORS (1)

Select Income Statement Data
<S>                                          <C>          <C>            <C>         <C>           <C>               <C>
Revenue                                      $ 43,047     $107,743      -60%         $ 230,289     $ 334,265        -31%
Gas, electric energy and fuel oil purchased    28,736       57,577      -50%           140,809       183,045        -23%
Other operating expenses                       14,889       30,576      -51%            61,948        85,402        -27%
Restricted stock based compensation              (154)         (85)     -81%                83           (82)       201%
Depreciation and amortization (2)                   -          226     -100%                 -           356       -100%
Loss on impairment                              4,000      417,400      -99%             4,000       417,400        -99%
Operating income (loss)                        (4,424)    (397,951)      99%            23,449      (351,856)       107%

Other Financial Data (3)
Cash generated by operations                 $   (578)    $ 19,590     -103%         $  27,532     $  65,818        -58%
Capital expenditures                            5,927       11,497      -48%            23,364        30,520        -23%

</TABLE>

(1)  Our Kauai Electric  operations  were sold on November 1, 2002. In addition,
     The Gas  Company in Hawaii  division  was sold on August 8,  2003,  and our
     Arizona gas and electric  divisions were sold on August 11, 2003. The sales
     of these properties 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.

<PAGE>
<TABLE>
<CAPTION>

                         Citizens Communications Company
                    Condensed Consolidated Balance Sheet Data

(Dollars in thousands)                                       September 30, 2003
                                                                (unaudited)         December 31, 2002
                                                           ---------------------  --------------------
                               ASSETS
                               ------
Current assets:
<S>                                                                 <C>                   <C>
    Cash and cash equivalents                                       $   597,124           $   393,177
    Accounts receivable and other current assets                        298,237               360,043
    Assets held for sale                                                 25,709               447,764
                                                           ---------------------  --------------------
      Total current assets                                              921,070             1,200,984

Property, plant and equipment, net                                    3,568,816             3,690,056

Other long-term assets                                                3,213,727             3,255,702
                                                           ---------------------  --------------------
           Total assets                                             $ 7,703,613           $ 8,146,742
                                                           =====================  ====================

                       LIABILITIES AND EQUITY
                       ----------------------
Current liabilities:
    Long-term debt due within one year                              $    89,769           $    58,911
    Accounts payable and other current liabilities                      534,487               565,986
    Liabilities related to assets held for sale                           3,546               145,969
                                                           ---------------------  --------------------
      Total current liabilities                                         627,802               770,866

Deferred income taxes and other liabilities                             740,841               585,126
Equity units                                                            460,000               460,000
Long-term debt                                                        4,302,862             4,957,361
Mandatorily Redeemable Convertible Preferred Securities                 201,250               201,250
Shareholders' equity                                                  1,370,858             1,172,139
                                                           ---------------------  --------------------
            Total liabilities and equity                            $  7,703,613          $  8,146,742
                                                           =====================  ====================
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                                                                                           Schedule A

    Reconciliation of Non-GAAP Financial Measures

     Net Income (Loss) to Net Income (Loss) Excluding Items
     ------------------------------------------------------
    (Dollars in thousands, except per-share amounts.)

                                                      Three Months Ended September 30,           Nine Months Ended September 30,
                                                    -------------------------------------   ---------------------------------------
                                                           2003              2002                    2003                2002
    -------------------------------------------------------------------------------------   ---------------------------------------

<S>                                                           <C>             <C>                  <C>                <C>
     Net income (loss) as reported                            $ 11,412        $ (700,104)          $ 172,900          $ (658,437)

        Capital lease termination                                    -                 -             (65,724)                  -
        Investment write-downs                                       -                 -                   -              95,319
        Restructuring and other                                   (142)             (273)              9,950              21,912
        Reserve for telecom bankruptcies                             -                 -               2,260              17,805
        Restricted stock based compensation                       (166)             (106)              5,720               2,243
        Loss on impairment                                       4,000         1,074,058               4,000           1,074,058
        Sale of assets                                          16,813            (1,901)             11,792              (1,901)
        Early retirement of debt                                10,852           (11,584)             11,745             (24,462)

           Tax effect of above items*                          (10,608)         (373,188)              6,853            (417,111)

        Income from discontinued operations                          -                 -                   -            (167,848)
        Cumulative effect of accounting change                       -                 -             (65,769)             39,812

                                                    -------------------------------------   -------------------------------------
     Net income (loss) excluding items                        $ 32,161        $  (13,098)          $  93,727          $  (18,610)
                                                    =====================================   =====================================


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

     Net income (loss) per share as reported                  $   0.04        $    (2.49)          $    0.61          $    (2.35)

        Capital lease termination                                    -                 -               (0.23)                  -
        Investment write-downs                                       -                 -                   -                0.34
        Restructuring and other                                      -                 -                0.04                0.08
        Reserve for telecom bankruptcies                             -                 -                0.01                0.06
        Restricted stock based compensation                          -                 -                0.02                0.01
        Loss on impairment                                        0.01              3.82                0.01                3.83
        Sale of assets                                            0.06             (0.01)               0.04               (0.01)
        Early retirement of debt                                  0.04             (0.04)               0.04               (0.09)

           Tax effect of above items*                            (0.04)            (1.33)               0.02               (1.48)

        Income from discontinued operations                          -                 -                   -               (0.60)
        Cumulative effect of accounting change                       -                 -               (0.23)               0.14

                                                    -------------------------------------   -------------------------------------
     Net income (loss) per share excluding items              $   0.11        $    (0.05)          $    0.33          $    (0.07)
                                                    =====================================   =====================================

    *Effective Tax Rate                                         33.83%            35.20%              33.83%              35.20%

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                                                                        Schedule B

Reconciliation of Non-GAAP Financial Measures
(Dollars in thousands)
                                                                        Electric           Gas and Electric
                                                 ILEC                Lightwave, Inc.           Sectors              As Reported
                                        ---------------------   ---------------------   ---------------------  --------------------
For the quarter ended September 30,       2003           2002     2003           2002    2003            2002    2003        2002
                                        --------------------------------------------------------------------------------------------

 Operating Income (Loss) to Cash
 -------------------------------
   Generated by Operations
   -----------------------

<S>                                      <C>        <C>         <C>        <C>         <C>        <C>         <C>        <C>
 Operating income (loss)                 $ 133,807  $ 131,239   $ 3,773    $(702,326)  $(4,424)   $(397,951)  $ 133,156  $(969,038)

 Add back:
    Depreciation and amortization          146,261    148,798     5,617       50,587         -          226     151,878    199,611
    Reserve for telecom bankruptcies             -          -         -            -         -            -           -          -
    Restructuring and other expenses             -        138      (142)        (411)        -            -        (142)      (273)
    Restricted stock based
      compensation                            (116)       (59)      104           38      (154)         (85)       (166)      (106)
    Loss on impairment                           -          -         -      656,658     4,000      417,400       4,000  1,074,058

                                        --------------------------------------------------------------------------------------------
Cash Generated by Operations             $ 279,952  $ 280,116   $ 9,352    $   4,546   $  (578)   $  19,590   $ 288,726  $ 304,252
                                        ============================================================================================


                                                                        Electric          Gas and Electric
                                                 ILEC                Lightwave, Inc.          Sectors              As Reported
                                        ---------------------   ---------------------   ---------------------  ---------------------
For the nine months ended September 30,   2003           2002     2003         2002      2003        2002       2003       2002
                                        --------------------------------------------------------------------------------------------

 Operating Income (Loss) to Cash
 -------------------------------
   Generated by Operations
   -----------------------

 Operating income (loss)                 $ 402,536  $ 324,067   $ 6,658    $(758,322)  $23,449    $(351,856)  $ 432,643  $(786,111)

 Add back:
    Depreciation and amortization          422,990    461,829    17,795      101,978         -          356     440,785    564,163
    Reserve for telecom bankruptcies         1,113     17,371     1,147          434         -            -       2,260     17,805
    Restructuring and other expenses         9,482     15,350       468        6,562         -            -       9,950     21,912
    Restricted stock based
      compensation                           4,703      1,830       934          495        83          (82)      5,720      2,243
    Loss on impairment                           -          -         -      656,658     4,000      417,400       4,000  1,074,058

                                        --------------------------------------------------------------------------------------------
 Cash Generated by Operations            $ 840,824  $ 820,447   $27,002    $   7,805   $27,532    $  65,818   $ 895,358  $ 894,070
                                        ============================================================================================

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                                                            Schedule C

Reconciliation of Non-GAAP Financial Measures

                                                     For the quarter ended September 30,    For the nine months ended September 30,
                                                   --------------------------------------   ----------------------------------------
(Dollars in thousands)                                  2003              2002                   2003                 2002
-------------------------------------------        --------------   ---------------------   -----------------  ---------------------

Operating Income (Loss) to Free Cash Flow
-----------------------------------------

<S>                                                    <C>             <C>                      <C>                <C>
Operating income (loss)                                $ 133,156       $ (969,038)              $ 432,643          $ (786,111)
 Add back:
    Depreciation and amortization                        151,878          199,611                 440,785             564,163

    Restricted stock based compensation                     (166)            (106)                  5,720               2,243

    Loss on impairment                                     4,000        1,074,058                   4,000           1,074,058

Subtract:
   Cash paid for income taxes                              1,189          (30,367)                  2,425             (19,472)

   Interest expense                                      104,677          117,264                 323,494             361,923

   Capital expenditures                                   76,056           81,645                 191,658             244,203

                                                   --------------   ---------------------   -----------------  ---------------------
 Free cash flow                                        $  106,946      $  135,983               $ 365,571          $  267,699
                                                   ==============   =====================   =================  =====================

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                                                                      Schedule D

Reconciliation of Non-GAAP Financial Measures


                                               For the quarter ended September 30,          For the nine months ended September 30,
                                            --------------------------------------------  ------------------------------------------
(Dollars in thousands)                          2003                        2002                 2003                    2002
-----------------------------------------   --------------------  ----------------------  ---------------------  -------------------

Net Debt to Annualized Cash Generated by
----------------------------------------
  Operations
  ----------

<S>                          <C>             <C>                   <C>                     <C>                   <C>
Cash Generated by Operations (1)             $ 288,726             $ 304,252               $ 895,358             $ 894,070
 Multiplied by:
    Number of quarters                               4                     4               1.3333333             1.3333333
                                            ------------           -----------            ------------           ---------
Annualized Cash Generated by Operations                 1,154,904              1,217,008              1,193,811            1,192,093

Total debt (2)                               4,392,631             5,360,566               4,392,631             5,360,566
 Less:
    Cash and cash equivalents (2)              597,124               479,236                 597,124               479,236
                                            ------------           -----------            ------------           ---------
Net debt                                                3,795,507              4,881,330              3,795,507            4,881,330
 Divided by:
    Annualized Cash Generated by
     Operations (3)                                     1,154,904              1,217,008              1,193,811            1,192,093

Net Debt to Annualized Cash Generated by
  Operations Ratio                                            3.3                    4.0                    3.2                  4.1

</TABLE>

(1)  See Schedule B.
(2)  As reported in the Company's  financial  statements  prepared in accordance
     with GAAP.
(3)  Annualized  cash generated by operations and  annualized  operating  income
     present  quarterly or nine month information for purposes of ratio analysis
     as annualized  information by multiplying the quarterly information by four
     and nine month  information by one and one third,  without  representing in
     any way a forecast,  projection or estimate of cash generated by operations
     or operating income for future periods.