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 7, 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 August  7,  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: August 7, 2003

<PAGE>

                                                 Exhibit 99.3

                                                 Citizens Communications
                                                 3 High Ridge Park
                                                 Stamford, CT 06905
                                                 203.614.5600

--------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE


Contacts:
Michael A. Zarrella                 Brigid M. Smith
Vice President                      Assistant Vice President
Corporate Development               Corporate Communications
203.614.5179                        203.614.5042
mzarrell@czn.com                    bsmith@czn.com
----------------                    --------------

           CITIZENS COMMUNICATIONS REPORTS 2003 SECOND-QUARTER RESULTS

Stamford,  Conn.,  August 7, 2003 -- Citizens  Communications  (NYSE: CZN) today
reported second-quarter 2003 consolidated revenues of $644 million, consolidated
operating  income  of  $135.2  million,  and  consolidated  net  income of $34.1
million, or 12 cents per share. Consolidated net income for the quarter includes
a  $25  million  non-cash  gain  from  the  extinguishment  of a  capital  lease
obligation at Electric Lightwave,  a $4.4 million gain on the sale of a wireless
partnership investment, a $2.3 million gain on the sale of access lines in North
Dakota, a $10.1 million charge related to restructuring and other expenses, $4.5
million of non-cash expense for restricted  stock-related  compensation,  a $4.4
million  charge  related  to early debt  retirement  and a $2.3  million  charge
related to the Touch America bankruptcy. Excluding these items, consolidated net
income was $27.9 million, or 10 cents per share.

The company  produced  free cash flow of $113.3  million for the  second-quarter
2003 and achieved a ratio of net debt to annualized cash generated by operations
of 3.5x and a ratio of net debt to  annualized  operating  income  of 7.9x.  The
company  reached its year-end  target leverage ratio of 3.5x two quarters early.
The  company  retired  $231.5  million of debt  during the quarter and ended the
quarter with $385 million in cash.  The company has retired $355 million of debt
during 2003.

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 Gas and Electric
divisions  for $220  million in cash and The Gas Company of Hawaii  division for
$115 million in cash and assumed liabilities remain on track for closings during
the third quarter of 2003.  After  completion 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 these sales will be used to further  reduce debt.  The sale of
the company's last public service business,  the Vermont Electric division,  for
$25 million in cash is expected to close in the first half of 2004.


Telecommunications
Second-quarter  2003  revenue  from the  company's  ILEC  operations  was $510.2
million,   down  $4.5  million  or  1  percent   from  $514.7   million  in  the
second-quarter of 2002. The decrease is due to a $2.8 million decrease resulting
from the sale of access  lines in North  Dakota and a decline in network  access
revenue,  in part because of approximately  $3.0 million less in subsidy revenue
resulting  from  regulatory  agency  true-ups  relating  to prior  years.  These
decreases were partially  offset by continued  increases in enhanced service and
data revenues.

The company's  primary  access line count,  which does not take into account DSL
subscriptions,  decreased 5,600 lines during the quarter,  excluding the sale of
10,800  access lines in North  Dakota.  The company  added 12,300 DSL  customers
during the quarter.  Taking into account DSL subscriptions,  total subscriptions
increased 6,700 for the quarter.

ILEC operating  income for the  second-quarter  of 2003 was $121.8  million,  up
$21.2 million,  or 21 percent from the second quarter of 2002.  Operating income
margin was 23.9 percent compared to 19.5 percent in the second quarter of 2002.

ILEC cash generated from  operations for the  second-quarter  of 2003 was $280.5
million,  an  increase of $6.2  million or 2 percent  compared to the prior year
quarter.  ILEC cash generated from operations  margin for the  second-quarter of
2003  increased to 55 percent from 53.3 percent in the  second-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 $56.4  million  for the  second-quarter
2003.

<PAGE>

Second-quarter  2003 revenue from  Electric  Lightwave  totaled  $43.7  million,
operating  income was $2.4 million,  cash  generated  from  operations was $10.7
million and capital expenditures were $2.3 million.

Public Service
The gas and electric segments accounted for $90.1 million of second-quarter 2003
consolidated  revenue,  $11 million of operating  income,  $11.2 million of cash
generated from operations, and $9.1 million of capital expenditures.

The  company  uses  certain  non-GAAP   financial  measures  in  evaluating  its
performance.  These include cash generated from operations,  cash generated from
operations  margin,  net income excluding  certain items, free cash flow and the
ratio of net debt to annualized cash generated from operations. A reconciliation
of the  differences  between  these  non-GAAP  financial  measures  and the most
comparable  financial measures  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.

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),  and (iv)
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   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 two (for a six-month period).

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  measures.  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 six-month  information for purposes of ratio analysis as annualized
information by multiplying the quarterly  information by four and the six- month
information by two,  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 six months ended
                                                             June 30,                                June 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                                              $ 643,954    $  662,439      -3%       $1,295,816     $1,341,773      -3%
  Cost of services                                       113,537       113,786       0%          226,756        242,024      -6%
  Other operating expenses                               227,985       251,175      -9%          462,428        509,931      -9%
  Restricted stock based compensation                      4,508           251    1696%            5,886          2,349     151%
  Depreciation and amortization (1)                      150,359       186,378     -19%          288,907        364,552     -21%
  Reserve for telecommunications bankruptcies              2,260        10,001     -77%            2,260         17,805     -87%
  Restructuring and other expenses                        10,113        18,280     -45%           10,092         22,185     -55%
  Operating income                                       135,192        82,568      64%          299,487        182,927      64%
  Investment and other income (loss), net                 24,566       (29,188)    184%           74,388        (78,139)    195%
  Gain on sales of assets, net                             6,671             -     100%            5,021              -     100%
  Interest expense (includes dividends on preferred
   securities)                                           107,988       121,499     -11%          218,817        244,659     -11%
  Income tax expense (benefit)                            24,384       (26,560)    192%           64,360        (53,502)    220%
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 (loss) attributable to common shareholders     34,057       (41,559)    182%          161,488         41,667     288%

Weighted average shares outstanding                      282,180       280,610       1%          281,934        280,432       1%

Net income (loss) attributable to common shareholders  $    0.12    $    (0.15)    180%       $     0.57     $     0.15     280%

Other Financial Data (3)
Cash generated by operations                           $ 302,432    $  297,478       2%       $  606,632     $  589,818       3%
Total capital expenditures (4)                            67,850        94,119     -28%          115,602        162,558     -29%
Free cash flow                                           113,295        44,040     157%          258,625        131,716      96%

Total debt (5)                                         4,662,168     5,403,338     -14%        4,662,168      5,403,338     -14%
  Less: Cash and cash equivalents                        385,038       421,069      -9%          385,038        421,069      -9%
Net debt                                               4,277,130     4,982,269     -14%        4,277,130      4,982,269     -14%

Net debt to annualized cash generated by operations          3.5           4.2     -17%              3.5            4.2     -17%

</TABLE>

(1)  2002  includes  $900,000  and  $12,800,000,  respectively,  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)  A  reconciliation  of these non-GAAP  measures to the most  comparable GAAP
     measure is presented at the end of these tables.
(4)  2002 excludes $110,000,000 of previously leased facilities purchased by ELI
     in April 2002.
(5)  Excludes equity units and convertible  preferred stock. Total debt includes
     current portion of long term debt.

<PAGE>
<TABLE>
<CAPTION>

                         Citizens Communications Company
                          Financial and Operating Data
                                   (unaudited)

                                                   For the quarter ended                     For the six months ended
                                                          June 30,                                   June 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                     $  160,142      $  171,163      -6%      $  325,139      $  336,996      -4%
     Local network services                         220,710         217,638       1%         441,805         434,438       2%
     Long distance and data services                 76,487          71,029       8%         151,265         141,315       7%
     Directory services                              26,736          25,810       4%          53,779          52,054       3%
     Other                                           26,078          29,046     -10%          51,774          57,914     -11%
        ILEC revenue                                510,153         514,686      -1%       1,023,762       1,022,717       0%
     Electric Lightwave                              43,719          45,287      -3%          84,812          92,534      -8%
Total revenue                                       553,872         559,973      -1%       1,108,574       1,115,251      -1%

Expenses
     Network access expense                          58,168          58,598      -1%         114,683         116,556      -2%
     Other operating expenses                       204,515         224,821      -9%         415,369         455,105      -9%
     Restricted stock based compensation              4,293             310    1285%           5,649           2,346     141%
     Depreciation and amortization (1)              150,359         186,332     -19%         288,907         364,422     -21%
     Reserve for telecommunications bankruptcies      2,260          10,001     -77%           2,260          17,805     -87%
     Restructuring and other expenses                10,113          18,280     -45%          10,092          22,185     -55%
Total expenses                                      429,708         498,342     -14%         836,960         978,419     -14%

Operating Income (Loss)
     ILEC                                        $  121,814      $  100,607      21%      $  268,729      $  192,828      39%
     ELI                                              2,350         (38,976)    106%           2,885         (55,996)    105%

Other Financial and Operating Data (2)
     ILEC cash generated by operations           $  280,498      $  274,316       2%      $  560,873      $  540,331       4%
     ILEC cash generated by operations margin         55.0%           53.3%       3%           54.8%           52.8%       4%
     ILEC capital expenditures                   $   56,415      $   81,364     -31%      $   94,292      $  137,404     -31%
     ELI cash generated by operations                10,691           2,238     378%          17,649           3,259     442%
     ELI capital expenditures (3)                     2,254           3,067     -27%           3,401           5,656     -40%

     ILEC access lines                            2,418,819       2,471,496      -2%       2,418,819       2,471,496      -2%
     ILEC switched access minutes of use (in
       millions)                                      2,995           3,034      -1%           6,040           6,048       0%
     ILEC average monthly revenue per average
       line                                      $    70.07      $    69.32       1%      $    70.16      $    68.84       2%

</TABLE>

(1)  See footnote (1) on first page.
(2)  See footnote (3) on first page.
(3)  See footnote (4) on first page.

<PAGE>
<TABLE>
<CAPTION>

                         Citizens Communications Company
                          Financial and Operating Data
                                   (unaudited)

                                             For the quarter ended                       For the six months ended
                                                   June 30,                                      June 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                                      $ 90,082       $ 102,466       -12%        $ 187,242       $ 226,522        -17%
Gas, electric energy and fuel oil purchased    55,369          55,188         0%          112,073         125,468        -11%
Other operating expenses                       23,470          26,354       -11%           47,059          54,826        -14%
Restricted stock based compensation               215             (59)      464%              237               3       7800%
Depreciation and amortization (2)                   -              46      -100%                -             130       -100%
Operating income                               11,028          20,937       -47%           27,873          46,095        -40%

Other Financial Data (3)
Cash generated by operations                 $ 11,243       $  20,924       -46%        $  28,110       $  46,228        -39%
Capital expenditures                            9,123           9,440        -3%           17,437          19,023         -8%

</TABLE>

(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 (3) on first page.

<PAGE>
<TABLE>
<CAPTION>

                         Citizens Communications Company
                    Condensed Consolidated Balance Sheet Data


(Dollars in thousands)                                        June 30, 2003
                                                               (unaudited)         December 31, 2002
                                                           ---------------------  --------------------
                               ASSETS
                               ------
Current assets:
<S>                                                                 <C>                   <C>
    Cash and cash equivalents                                       $   385,038           $   393,177
    Accounts receivable and other current assets                        317,862               360,043
    Assets held for sale                                                471,331               447,764
                                                           ---------------------  --------------------
      Total current assets                                            1,174,231             1,200,984

Property, plant and equipment, net                                    3,620,734             3,690,056

Other long-term assets                                                3,167,307             3,255,702
                                                           ---------------------  --------------------
           Total assets                                             $ 7,962,272           $ 8,146,742
                                                           =====================  ====================

                       LIABILITIES AND EQUITY
                       ----------------------
Current liabilities:
    Long-term debt due within one year                              $   105,776           $    58,911
    Accounts payable and other current liabilities                      503,489               565,986
    Liabilities related to assets held for sale                         113,186               145,969
                                                           ---------------------  --------------------
      Total current liabilities                                         722,451               770,866

Deferred income taxes and other liabilities                             666,228               585,126
Equity units                                                            460,000               460,000
Long-term debt                                                        4,556,392             4,957,361
Mandatorily Redeemable Convertible Preferred Securities                 201,250               201,250
Shareholders' equity                                                  1,355,951             1,172,139
                                                           ---------------------  --------------------
            Total liabilities and equity                            $  7,962,272          $  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.  All amounts shown net of tax.*)

                                                         Three Months Ended June 30,               Six Months Ended June 30,
                                                      ----------------------------------    -----------------------------------
                                                           2003               2002                  2003             2002
     -----------------------------------------------------------------------------------    -----------------------------------

<S>                                                          <C>              <C>                  <C>                <C>
      Net income (loss) as reported                          $ 34,057         $ (41,559)           $ 161,488          $ 41,667

         Capital lease termination                            (14,852)                -              (39,802)                -
         Investment write-downs                                     -            27,393                    -            58,049
         Restructuring and other                                6,003            10,986                6,112            13,511
         Reserve for telecom bankruptcies                       1,342             6,011                1,369            10,843
         Restricted stock based compensation                    2,676               151                3,565             1,431
         Sale of assets                                        (3,960)                -               (3,041)                -
         Early retirement of debt                               2,615            (8,006)                 541            (7,843)
         Income from discontinued operations                        -                 -                    -          (167,848)
         Cumulative effect of accounting change                     -                 -              (65,769)           39,812

                                                      ----------------------------------    -----------------------------------
       Net income (loss) excluding items                     $  27,881        $   (5,024)          $   64,463         $ (10,378)
                                                      ==================================    ===================================


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

      Net income (loss) per share as reported                $   0.12         $   (0.15)           $    0.57          $   0.15

         Capital lease termination                              (0.05)                -                (0.14)                -
         Investment write-downs                                     -              0.10                    -              0.21
         Restructuring and other                                 0.02              0.04                 0.02              0.05
         Reserve for telecom bankruptcies                           -              0.02                    -              0.04
         Restricted stock based compensation                     0.01                 -                 0.01              0.01
         Sale of assets                                         (0.01)                -                (0.01)                -
         Early retirement of debt                                0.01             (0.03)                   -             (0.03)
         Income from discontinued operations                        -                 -                    -             (0.60)
         Cumulative effect of accounting change                     -                 -                (0.23)             0.14

                                                      ----------------------------------    -----------------------------------
       Net income (loss) per share excluding items           $   0.10         $   (0.02)           $    0.22          $  (0.03)
                                                      ==================================    ===================================

     *Effective Tax Rate                                        40.64%            39.90%               39.44%            39.10%

</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 June 30,             2003        2002         2003         2002      2003      2002        2003         2002
                                        -------------------------------------------------------------------------------------------

 Operating Income to Cash Generated by
 -------------------------------------
  Operations
  ----------

<S>                                        <C>        <C>         <C>        <C>        <C>        <C>       <C>          <C>
 Operating income (loss)                   $ 121,814  $ 100,607   $  2,350   $(38,976)  $ 11,028   $20,937   $ 135,192    $ 82,568

 Add back:
    Depreciation and amortization            144,374    154,741      5,985     31,591          -        46     150,359     186,378
    Reserve for telecom bankruptcies           1,113      9,567      1,147        434          -         -       2,260      10,001
    Restructuring and other expenses           9,482      9,207        631      9,073          -         -      10,113      18,280
    Restricted stock based compensation        3,715        194        578        116        215       (59)      4,508         251

                                        -------------------------------------------------------------------------------------------
Cash Generated by Operations               $ 280,498  $ 274,316   $ 10,691   $  2,238   $ 11,243   $20,924   $ 302,432    $297,478
                                        ===========================================================================================


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

 Operating Income to Cash Generated by
 -------------------------------------
  Operations
  ----------

 Operating income (loss)                   $ 268,729  $ 192,828   $  2,885  $ (55,996)  $ 27,873   $46,095   $ 299,487    $182,927

 Add back:
    Depreciation and amortization            276,729    313,031     12,178     51,391          -       130     288,907     364,552
    Reserve for telecom bankruptcies           1,113     17,371      1,147        434          -         -       2,260      17,805
    Restructuring and other expenses           9,482     15,212        610      6,973          -         -      10,092      22,185
    Restricted stock based compensation        4,820      1,889        829        457        237         3       5,886       2,349

                                        -------------------------------------------------------------------------------------------
Cash Generated by Operations               $ 560,873  $ 540,331   $ 17,649  $   3,259   $ 28,110   $46,228   $ 606,632    $589,818
                                        ===========================================================================================

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                     Schedule C

     Reconciliation of Non-GAAP Financial Measures

                                                           For the quarter ended June 30,       For the six months ended June 30,
                                                         ----------------------------------     ---------------------------------
     (Dollars in thousands)                                    2003               2002              2003              2002
     -----------------------------------------------     ---------------    ---------------     --------------   ----------------

     Operating Income to Free Cash Flow
     ----------------------------------

<S>                                                           <C>               <C>               <C>              <C>
     Operating income                                         $ 135,192           $ 82,568          $ 299,487         $ 182,927
      Add back:
         Depreciation and amortization                          150,359            186,378            288,907           364,552

         Restricted stock based compensation                      4,508                251              5,886             2,349

     Subtract:
        Cash paid for income taxes                                  926              9,539              1,236            10,895

        Interest expense                                        107,988            121,499            218,817           244,659

        Capital expenditures                                     67,850             94,119            115,602           162,558

                                                         ---------------    ---------------     --------------   ----------------
     Free cash flow                                           $ 113,295           $ 44,040          $ 258,625         $ 131,716
                                                         ===============    ===============     ==============   ================

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Schedule D

 Reconciliation of Non-GAAP Financial Measures


                                             For the quarter ended June 30,                For the six months ended June 30,
                                    ---------------------------------------------- ------------------------------------------------
 (Dollars in thousands)                      2003                     2002                  2003                     2002
 -------------------------------    ----------------------  ---------------------- ----------------------- ------------------------

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

<S>                                 <C>                     <C>                    <C>                      <C>
 Cash Generated by Operations (1)    $ 302,432               $ 297,478              $  606,632               $  589,818
  Multiplied by:
     Number of quarters                      4                       4                       2                        2
                                    -----------             ------------            ------------            ------------
 Annualized Cash Generated by
   Operations                                    1,209,728               1,189,912               1,213,264                1,179,636

 Total debt (2)                      4,662,168               5,403,338               4,662,168                5,403,338
  Less:
     Cash and cash equivalents (2)     385,038                 421,069                 385,038                  421,069
                                    -----------             ------------            ------------            ------------
  Net debt                                       4,277,130               4,982,269               4,277,130                4,982,269
  Divided by:
     Annualized Cash Generated by
        Operations (3)                           1,209,728               1,189,912               1,213,264                1,179,636

 Net Debt to Annualized Cash
   Generated by Operations Ratio                       3.5                     4.2                     3.5                      4.2

</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 six month  information for purposes of ratio analysis
     as annualized  information by multiplying the quarterly information by four
     and  six  month  information  by  two,  without  representing  in any way a
     forecast,  projection  or  estimate  of cash  generated  by  operations  or
     operating income for future periods.