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): January 30, 2002




                        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) (Zip Code)

                                 (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 2.  Disposition of Assets.

On October 18, 1999, we announced the agreement to sell our water and wastewater
treatment  operations to American  Water Works,  Inc. for $745.0 million in cash
and $90.0 million of assumed debt. This  transaction  closed on January 15, 2002
for  $859.1  million  in cash and  $120.4  million  in  assumed  debt and  other
liabilities.  The cash received in this  transaction  reflects a purchase  price
adjustment for construction  expenditures  made by us since October 18, 1999 and
other purchase price adjustments pursuant to the asset purchase  agreements.  We
expect to report a pretax gain of over $300.0 million on this transaction in the
first quarter of 2002.

This  transaction  is part of our plan of  divestiture  of our public  utilities
services  businesses  approved by our Board of Directors on August 24, 1999.  In
addition to the sale of our water and  wastewater  treatment  operations we have
previously sold two of our natural gas operations.  We are pursuing the sales of
the remainder of our natural gas operations and all of our electric operations.


Item 7.  Financial Statements, Exhibits

     (a) Financial Statements of Business Disposed.

     Not applicable

     (b) Pro forma Financial Information

     Unaudited Pro forma Balance Sheet as of September 30, 2001


<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
                            Vice President and Chief Accounting Officer



Date: January 30, 2002



<PAGE>



                         Proforma Financial Information

Divestitures
------------
On August 24, 1999, our Board of Directors  approved a plan of  divestiture  for
our public utilities services businesses,  which include gas, electric and water
and  wastewater  treatment  businesses.  We  have  sold  all  of our  water  and
wastewater  treatment  operations  and two of our  natural gas  operations.  The
status of each transaction is described as follows:

Water and Wastewater
--------------------
On October 18, 1999, we announced the agreement to sell our water and wastewater
treatment  operations to American  Water Works,  Inc. for $745.0 million in cash
and $90.0 million of assumed debt. This  transaction  closed on January 15, 2002
for  $859.1  million  in cash and  $120.4  million  in  assumed  debt and  other
liabilities.  The cash received in this  transaction  reflects a purchase  price
adjustment for construction  expenditures  made by us since October 18, 1999 and
other purchase price adjustments pursuant to the asset purchase  agreements.  We
expect to report a pretax gain of over $300.0 million on this transaction in the
first quarter of 2002.

Electric
--------
On February  15,  2000,  we  announced  that we had agreed to sell our  electric
utility  operations.  The  Arizona  and Vermont  electric  divisions  were under
contract to be sold to Cap Rock Energy Corp. (Cap Rock).  The agreement with Cap
Rock was terminated on March 7, 2001. We intend to pursue the disposition of the
Vermont and Arizona electric divisions with alternative  buyers. In August 2000,
the Hawaii Public Utilities commission denied the initial application requesting
approval of the  purchase  of our Kauai  electric  division by the Kauai  Island
Electric  Co-op for $270 million in cash  including  the  assumption  of certain
liabilities.  We are  discussing  a reduction  of the  purchase  price and other
options.  Our  agreement  for  the  sale  of  this  division  may be  terminated
unilaterally  unless such  amended and  restated  Purchase  Agreement is entered
into.

Gas
---
On July 2, 2001, we completed the sale of our Louisiana Gas  operations to Atmos
Energy  Corporation  for $363.4  million in cash.  The pre-tax  gain on the sale
recognized in the third quarter of 2001 was approximately $139.3 million.

In July 2001,  an  agreement  was signed to sell the  Colorado  Gas  division to
Kinder  Morgan.  This  transaction  closed on  November  30,  2001.  We received
approximately $8.9 million, after purchase price adjustments.
<PAGE>

The following  unaudited pro forma condensed  combined Balance Sheet information
has been prepared to illustrate the effect of the water and wastewater treatment
sector  disposition had this transaction been completed at September 30, 2001. A
pro forma  statement of operations  for the year ended December 31, 2000 and for
the nine  months  ended  September  30,  2001 has not been  presented  since the
operations  of the  water  and  wastewater  treatment  sector  was  included  in
discontinued  operations  for both  periods  and any pro  forma  adjustments  to
continuing operations are negligible.

The pro forma information does not attempt to predict or suggest future results.
The pro forma  information  also does not attempt to show how the company  would
actually have appeared had the transaction occurred prior to the date presented.
If the  transaction  had  actually  occurred  in prior  periods,  the  financial
position of the company  would likely be  different.  You should not rely on pro
forma  financial  information  as an indication  of the financial  position that
would have been  achieved  if the  disposition  had taken  place  earlier or the
future financial position that the company will experience.

This  unaudited  pro forma  condensed  combined  balance sheet should be read in
conjunction with the historical financial statements of Citizens  Communications
Company.



<PAGE>
<TABLE>
<CAPTION>

                Citizens Communications Company and Subsidiaries
                          Pro Forma Balance Sheet Data
                            As of September 30, 2001
                                   (unaudited)

                                                                              Pro Forma for Water and Wastewater
                                                                                      Sector Disposition
                                                                Citizens     --------------------------------------
                                                             Communications
(Amounts in thousands)                                         9/30/2001       Adjustments            Adjusted
                                                            -------------------------------------------------------

<S>                                                              <C>               <C>        <C>      <C>
Cash                                                             $    38,922       $ 859,065  (1)      $   897,987

Accounts receivable, net                                             339,382             (39) (1)          339,343
Short-term investments                                               141,496               -               141,496
Other current assets                                                  42,844               -                42,844
Assets held for sale                                               1,093,939               -             1,093,939
Assets of discontinued operations                                    743,238        (743,238) (1)                -
                                                            ---------------------------------      ----------------
  Total current assets                                             2,399,821         115,788             2,515,609

Net property, plant & equipment                                    4,537,291               -             4,537,291

Goodwill                                                             490,012               -               490,012
Customer Lists and other                                             195,243               -               195,243
Excess cost over net assets acquired                               2,179,199               -             2,179,199
                                                            ---------------------------------      ----------------
  Intangibles                                                      2,864,454               -             2,864,454

Investments                                                          117,124               -               117,124
Deferred debits and other assets                                     466,441               -               466,441
                                                            ---------------------------------      ----------------
    Total assets                                                 $10,385,131       $ 115,788           $10,500,919
                                                            =================================      ================


Long-term debt due within one year                               $   155,967       $       -           $   155,967
Accounts payable and other current liabilities                       516,520         196,455  (1)          712,975
Liabilities related to assets held for sale                          214,090               -               214,090
Liabilities of discontinued operations                               219,568        (219,568) (1)                -
                                                            ---------------------------------      ----------------
  Total current liabilities                                        1,106,145         (23,113)            1,083,032

Deferred income taxes                                                408,975               -               408,975
Customer advances for construction
  and contributions in aid of construction                           206,332               -               206,332
Deferred credits and other liabilities                               232,702            (227) (1)          232,475
Equity units                                                         460,000               -               460,000
Long-term debt                                                     5,783,591               -             5,783,591
                                                            ---------------------------------      ----------------
  Total liabilities                                                8,197,745         (23,340)            8,174,405

Company Obligated Mandatorily Redeemable
 Convertible Preferred Securities *                                  201,250               -               201,250

Common stock, $.25 par value (600,000,000 authorized shares,
 280,036,000 issued shares and  292,344,000 outstanding shares)       73,086               -                73,086
Additional paid-in capital                                         1,936,607               -             1,936,607
Retained earnings                                                    238,179         139,128  (1)          377,307
Accumulated other comprehensive income (loss)                        (59,147)              -               (59,147)
Treasury stock                                                      (202,589)              -              (202,589)
                                                            ---------------------------------      ----------------
  Total shareholders' equity                                       1,986,136         139,128             2,125,264

                                                            ---------------------------------      ----------------
    Total liabilities and shareholders' equity                   $10,385,131       $ 115,788           $10,500,919
                                                            =================================      ================
</TABLE>


*    Represents  securities of a subsidiary  trust, the sole assets of which are
     securities  of a subsidiary  partnership,  substantially  all the assets of
     which are convertible debentures of the Company.

             See Notes to Pro Forma Condensed Financial Statements.



<PAGE>

                         Citizens Communications Company
              Notes to Unaudited Pro Forma Condensed Balance Sheet
                               September 30, 2001


(1)  The  adjustment  represents  the receipt of the net cash  proceeds from the
     sale of the Water and Wastewater  treatment  sector and the  elimination of
     the assets of  discontinued  operations  and  liabilities  of  discontinued
     operations (at September 30, 2001) net of estimated income taxes due on the
     sale.  The cash amount  reflects  the gross sales price,  as amended,  plus
     adjustments  for   construction   expenditures  and  working  capital  less
     liabilities  and debt assumed.  The estimated after tax gain on the sale of
     $139.1 million (at September 30, 2001) is reported in retained earnings.