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):  August 11, 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 5.   Other Events.
          -------------

          Citizens  Communications  announced the completion of the sales of its
          Arizona Gas and Electric  divisions and the  completion of the sale of
          The Gas Company of Hawaii division.

ITEM 7.   Financial Statements, Exhibits.
          -------------------------------

      (c) Exhibits

          99.4 Press release of Citizens  Communications  released on August 11,
          2003 announcing the sales of its Arizona Gas and Electric division and
          The Gas Company of Hawaii division.


<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: August 12, 2003


<PAGE>

                                                        Exhibit 99.4


                                             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 Closes Sales of Hawaii and Arizona Utilities

Stamford,  Conn.,  August 11, 2003 -- Citizens  Communications  (NYSE:CZN) today
announced the completion of the sales of its Arizona Gas and Electric  divisions
and the completion of the sale of The Gas Company of Hawaii division.  The total
proceeds from the sales were $343.4  million,  consisting  of $325.8  million in
cash and $17.6  million in assumed  liabilities.  With the  completion  of these
sales,  Citizens  has  generated  $1.9  billion  of  proceeds  from its  utility
divestiture  program,  which  exceeds the  company's  original  estimate of $1.8
billion. Citizens Communications will apply the net proceeds from these sales to
its on-going  program of debt  reduction.  Through June 30, Citizens has retired
approximately $355 million of its debt during 2003.


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