UNITED STATES
                       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): February 24, 2006

                         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)

         Check the appropriate box below if the Form 8-K  filing is intended  to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:

[  ] Written  communications pursuant to Rule  425 under the Securities  Act (17
     CFR 230.425)

[  ] Soliciting material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[  ] Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))



<PAGE>


Item 2.02      Results of Operations and Financial Condition
               ---------------------------------------------

               On February 24, 2006, Citizens  Communications  Company, issued a
               press release.  A copy of the press release is attached hereto as
               Exhibit 99.1.

               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  and  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.


Item 9.01      Financial Statements and Exhibits
               ---------------------------------

               (c) Exhibits:

               99.1 Press Release  of  Citizens  Communications Company released
               February 24, 2006 announcing 2005 4th Quarter Results.




<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
                                President and Acting
                                Chief Financial Officer


Date:  February 24, 2006
<PAGE>
                                          Exhibit 99.1

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

FOR IMMEDIATE RELEASE:

Contact:
Michael Bromley
203.614.5218
mbromley@czn.com



          Citizens Communications Reports 2005 Fourth-Quarter Results;
            Announces New Stock Buyback and Debt Retirement Programs;
                           Declares Quarterly Dividend

Stamford,  Conn., February 24, 2006 -- Citizens Communications  (NYSE:CZN) today
reported  fourth quarter 2005 revenues of $556.1  million;  operating  income of
$173.2 million; and net income of $76.8 million.

Fourth quarter 2005 revenue from the company's Frontier operations increased 2.7
percent to $513.7 million from $500.4 million in the fourth quarter of 2004. The
increase is due  primarily to growth in data and enhanced  service  revenues and
higher access service  revenues (which includes subsidy payments we receive from
federal and state  agencies).  Data  service  revenues  increased  30.3  percent
compared to the fourth quarter of 2004 and high margin enhanced service revenues
increased 3.0 percent from the fourth quarter of 2004. During the fourth quarter
of 2005, we  recognized  approximately  $10.0  million of  additional  Universal
Service Fund (USF) subsidy  revenue because of a missed filing deadline with the
USF during the third quarter of 2005.

The company added 21,200  high-speed  internet  customers during the quarter and
had 311,400  high-speed data subscribers at December 31, 2005. The number of the
company's  high-speed internet  subscribers has increased by more than 99,000 or
46.7 percent from a year ago.

Frontier  operating income for the fourth quarter of 2005 was $165.0 million and
operating  income margin was 32.1 percent,  compared to $138.0  million and 27.6
percent in the fourth  quarter of 2004.  Capital  expenditures  for the Frontier
operations were $90.0 million for the fourth quarter of 2005.

Free cash flow was $123.9  million  during the fourth  quarter and increased 9.2
percent to $545.2 million for the full year. The company's dividend represents a
payout of 62.1 percent of 2005 free cash flow.

During the fourth  quarter,  the company bought  6,119,000  shares of its common
stock  at a total  cost of  $78.0  million  and  completed  its  $250.0  million
authorized share repurchase program. Under this program, the company repurchased
a total of 18,775,000 shares of common stock.

                                    --MORE --
<PAGE>

The company's  Board of Directors has authorized  new share  repurchase and debt
retirement  programs.  Under the new  programs,  up to $300.0  million of common
stock may be  repurchased  over the next 12 months  and up to $150.0  million of
debt may be retired  prior to  maturity  over the next 12 months.  The new stock
repurchase  program,  in combination  with the 2005 program,  will result in the
retirement  of almost 13 percent of the  company's  common  stock.  The new debt
retirement  program is in  addition to the  previously  announced  repayment  of
$228.0  million of debt that matures in 2006 and $49.0 million of debt that will
be repaid in 2007. The  combination of the previously  announced debt repayments
and the new debt  retirement  program  total $427.0  million of debt that may be
repaid  during 2006 and 2007 and will result in a reduction of 11 percent of the
company's debt.

The  company  expects to receive  approximately  $64.6  million in cash upon the
liquidation  of the Rural  Telephone  Bank during the second quarter of 2006. In
addition,  the previously  announced sale of Electric  Lightwave,  LLC (ELI) for
$247.0  million  (including  $243.0 million in cash) is expected to close during
the third quarter of 2006.

The company  expects to produce  during 2006 between  $500.0  million and $525.0
million of free cash flow  assuming that the sale of ELI closes during the third
quarter of 2006.  This estimate of free cash flow does not take into account the
effect of the new debt retirement program announced today.

The company's  next regular  quarterly  cash dividend of $0.25 per share will be
paid on March 31, 2006 to  shareholders  of record on March 9, 2006. The company
expects that dividends paid to stockholders in 2006 will be treated as dividends
for federal  income tax purposes.  Shareholders  are  encouraged to consult with
their tax advisors.

The  company  uses  certain  non-GAAP   financial  measures  in  evaluating  its
performance.  These include free cash flow. A reconciliation  of the differences
between free cash flow 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.

The company believes that presentation of non-GAAP  financial  measures provides
useful information to investors  regarding the company's financial condition and
results of operations  because these  measures,  when used in  conjunction  with
related GAAP financial measures,  (i) together provide a more comprehensive view
of the company's core operations and ability to generate cash flow, (ii) provide
investors with the financial  analytical  framework upon which  management bases
financial,  operational,  compensation and planning decisions and (iii) presents
measurements that investors and rating agencies have indicated to management are
useful  to  them  in  assessing  the  company  and its  results  of  operations.
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.

                                   --MORE --
<PAGE>

Management uses these non-GAAP financial measures to (i) assist in analyzing the
company's underlying financial  performance from period to period, (ii) evaluate
the  financial  performance  of its business  units,  (iii) analyze and evaluate
strategic and operational  decisions,  (iv) establish  criteria for compensation
decisions;  and (v) assist  management in understanding the company's ability to
generate cash flow and, as a result,  to plan for future capital and operational
decisions. Management uses these non-GAAP financial measures in conjunction with
related  GAAP  financial  measures.  The  company  believes  that  the  non-GAAP
financial measures are meaningful and useful for the reasons outlined above.

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, free cash flow does
not represent the residual cash flow available for  discretionary  expenditures,
since items such as debt  repayments  and  dividends  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. 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 press release contains forward-looking statements that are made pursuant to
the safe harbor  provisions of The Private  Securities  Litigation Reform Act of
1995.  These  statements  are  made  on the  basis  of  management's  views  and
assumptions  regarding  future  events and business  performance.  Words such as
"believe,"  "anticipate,"  "expect"  and  similar  expressions  are  intended to
identify forward-looking statements.  Forward-looking statements (including oral
representations)  involve risks and uncertainties  that may cause actual results
to differ  materially  from any  future  results,  performance  or  achievements
expressed or implied by such statements. These risks and uncertainties are based
on a number of factors, including but not limited to: our ability to effectively
manage our operations,  costs and capital spending;  our ability to successfully
introduce new product offerings, including bundled service packages; our ability
to sell  enhanced  services;  our  ability  to  comply  with  federal  and state
regulations;  changes in the number of our revenue generating units; general and
local economic and employment conditions;  the effects of ongoing changes in the
regulation   of   the   communications   industry;   overall   changes   in  the
telecommunications   market;  and  greater  than  anticipated  competition  from
wireless or wireline carriers.  In addition,  we may be unable to implement some
of our current  business  initiatives  if we fail to  recognize  the benefits we
expect to receive from certain  transactions,  including but not limited to, the
anticipated  sale of ELI and the liquidation of Rural Telephone Bank.  These and
other  uncertainties  related to our business are described in greater detail in
our filings with the Securities and Exchange  Commission,  including our reports
on Forms 10-K and 10-Q. We undertake no obligation to publicly  update or revise
any forward-looking  statement or to make any other forward-looking  statements,
whether  as a result  of new  information,  future  events or  otherwise  unless
required to do so by securities laws.




                                       ###





TABLES TO FOLLOW

<PAGE>
<TABLE>
<CAPTION>

                         Citizens Communications Company
                         Consolidated Financial Data (1)
                                   (unaudited)

                                                          For the quarter ended                 For the year ended
                                                              December 31,          %               December 31,             %
                                                        -----------------------               ---------------------------
(Amounts in thousands - except per-share amounts)         2005         2004       Change         2005           2004       Change
                                                        ----------------------------------    -------------------------------------

Income Statement Data (2)
<S>                                                     <C>          <C>               <C>     <C>           <C>                <C>
  Revenue (3)                                           $ 556,112    $ 539,127         3%      $2,162,479     $2,168,422        0%
  Cost of services (exclusive of depreciation and
     amortization)                                         49,725       47,023         6%         195,491        198,938       -2%
  Other operating expenses                                201,201      203,877        -1%         809,753        820,976       -1%
  Management succession and strategic alternatives
     expenses (4)                                             -            -            -             -           90,632     -100%
  Stock based compensation                                  1,994        3,204       -38%           8,427         10,963      -23%
  Depreciation and amortization                           129,969      142,617        -9%         541,959        570,808       -5%
  Operating income                                        173,223      142,406        22%         606,849        476,105       27%
  Investment and other income (loss)                        3,813      (36,592)      110%          16,562        (19,743)     184%
  Interest expense (includes interest on convertible
     debt)                                                 85,807       92,725        -7%         338,903        379,021      -11%
  Income tax expense (benefit)                             14,448       (2,447)      690%          84,340         10,422      709%
Income from discontinued operations, net of tax                 -        1,244      -100%           2,207          5,231      -58%
Net income attributable to common shareholders             76,781       16,780       358%         202,375         72,150      180%

Weighted average shares outstanding                       331,180      335,143        -1%         337,065        303,989       11%

Basic net income per share attributable to common
  shareholders (5)                                      $    0.23    $    0.05       360%      $     0.60     $     0.24      150%

Other Financial Data
Total capital expenditures                              $  92,999    $  75,024        24%      $  268,459     $  275,204       -2%
Free cash flow (6)                                        123,904      127,575        -3%         545,162        499,184        9%
</TABLE>

(1)  Our  conferencing  business was sold on March 15, 2005.  Prior periods have
     been  restated  to  present  our  conferencing   business  as  discontinued
     operations.
(2)  Our Vermont  distribution  facilities were sold on April 1, 2004. This sale
     affects the comparability of data presented.
(3)  Revenue for the year ended  December  31, 2004  includes  $9,735 of revenue
     from electric operations sold.
(4)  Includes $36,618 related to stock based compensation expense for the twelve
     months ended December 31, 2004.
(5)  Calculated based on weighted average shares outstanding.
(6)  A  reconciliation  to the most  comparable GAAP measure is presented at the
     end of these tables.

<PAGE>
<TABLE>
<CAPTION>

                         Citizens Communications Company
                        Financial and Operating Data (1)
                                   (unaudited)

                                                         For the quarter ended                    For the year ended
                                                             December 31,             %               December 31,             %
                                                      ---------------------------               --------------------------
(Dollars in thousands, except operating data)            2005            2004       Change         2005           2004       Change
                                                      --------------------------------------    ------------------------------------

TELECOMMUNICATIONS
Select Income Statement Data
Revenue
<S>                                                     <C>            <C>               <C>     <C>            <C>              <C>
     Access services                                    $ 168,529      $ 159,797         5%      $ 623,918     $  634,196        -2%
     Local services                                       205,434        210,719        -3%        829,801        851,177        -3%
     Long distance services                                40,405         44,657       -10%        169,496        183,623        -8%
     Data and internet services                            48,220         37,020        30%        175,026        138,231        27%
     Directory services                                    28,226         27,636         2%        113,092        110,623         2%
     Other                                                 22,914         20,545        12%         91,985         84,807         8%
        ILEC revenue                                      513,728        500,374         3%      2,003,318      2,002,657         0%
     Electric Lightwave                                    42,384         38,753         9%        159,161        156,030         2%
Total revenue                                             556,112        539,127         3%      2,162,479      2,158,687         0%

Expenses
     Network access expense                                49,725         47,023         6%        195,491        193,415         1%
     Other operating expenses                             201,201        203,075        -1%        809,753        813,630         0%
     Management succession and strategic alternatives
       expenses                                               -              -            -            -           90,632      -100%
     Stock based compensation                               1,994          3,204       -38%          8,427         10,963       -23%
     Depreciation and amortization                        129,969        142,617        -9%        541,959        570,808        -5%
Total expenses                                            382,889        395,919        -3%      1,555,630      1,679,448        -7%

Operating Income
     ILEC                                               $ 164,954      $ 137,979        20%      $ 588,543     $  468,889        26%
     ELI                                                    8,269          5,229        58%         18,306         10,350        77%

Other Financial and Operating Data
     ILEC capital expenditures                          $  89,987      $  71,259        26%      $ 252,213     $  263,193        -4%
     ELI capital expenditures                               2,965          3,578       -17%         16,099         11,644        38%
     ILEC depreciation and amortization                   123,790        136,457        -9%        516,982        546,747        -5%
     ELI depreciation and amortization                      6,179          6,160         0%         24,977         24,061         4%


     ILEC access lines                                  2,218,570      2,320,772        -4%      2,218,570      2,320,772        -4%
     High-speed internet subscribers                      311,416        212,277        47%        311,416        212,277        47%
     ILEC switched access minutes of use (in millions)      2,705          2,895        -7%         11,225         11,785        -5%
     ILEC average monthly revenue per average RGU (2)   $   67.60      $   65.85         3%      $   65.93     $    66.23         0%

(1)  See footnote (1) on the first page.
(2)  RGUs are access lines plus high-speed internet subscribers.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                         Citizens Communications Company
                          Financial and Operating Data
                                   (unaudited)

                                                For the quarter ended                          For the year ended
                                                     December 31,               %                  December 31,                %
                                            ------------------------------                 -------------------------------
(Dollars in thousands)                          2005             2004         Change           2005            2004        Change
                                            -------------------------------------------    -----------------------------------------

GAS AND ELECTRIC SECTORS (1)

Select Income Statement Data
<S>                                                  <C>              <C>                       <C>           <C>            <C>
Revenue                                              $ -           $  -              -          $ -           $ 9,735       -100%
Gas, electric energy and fuel oil purchased            -              -              -            -             5,523       -100%
Other operating expenses                               -              802        -100%            -             7,346       -100%
Operating income (loss)                                -             (802)        100%            -            (3,134)       100%

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

<TABLE>
<CAPTION>
                         Citizens Communications Company
                  Condensed Consolidated Balance Sheet Data (1)

(Amounts in thousands)
                                                            December 31, 2005      December 31, 2004
                                                           ---------------------  --------------------
                               ASSETS
                               ------
Current assets:
<S>                                                                   <C>                   <C>
    Cash and cash equivalents                                       $   265,775           $   163,759
    Accounts receivable and other current assets                        276,320               282,999
    Assets of discontinued operations                                       -                  24,122
                                                           ---------------------  --------------------
      Total current assets                                              542,095               470,880

Property, plant and equipment, net                                    3,186,465             3,335,850

Other long-term assets                                                2,683,549             2,861,689
                                                           ---------------------  --------------------
           Total assets                                             $ 6,412,109           $ 6,668,419
                                                           =====================  ====================

                       LIABILITIES AND EQUITY
                       ----------------------

Current liabilities:
    Long-term debt due within one year                              $   227,734           $     6,380
    Accounts payable and other current liabilities                      388,908               410,405
    Liabilities of discontinued operations                                  -                     735
                                                           ---------------------  --------------------
      Total current liabilities                                         616,642               417,520

Deferred income taxes and other liabilities                             754,282               621,661
Long-term debt                                                        3,999,376             4,266,998
Shareholders' equity                                                  1,041,809             1,362,240
                                                           ---------------------  --------------------
           Total liabilities and equity                             $ 6,412,109           $ 6,668,419
                                                           =====================  ====================


(1) See footnote (1) on the first page.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>


                Citizens Communications Company
           Condensed Consolidated Cash Flow Data (1)
                          (unaudited)

(Amounts in thousands)
                                                                    For the year ended December 31,
                                                                 -------------------------------------
                                                                        2005                2004
                                                                 -----------------    ----------------

Cash flows provided by (used in) operating activities:
<S>                                                                   <C>                 <C>
Net income                                                            $ 202,375           $  72,150
     Deduct: Gain on sale of discontinued operations                     (1,167)                -
     Income from discontinued operations                                 (1,040)             (5,231)
Adjustments to reconcile income to net cash provided by
  operating activities:
     Depreciation and amortization                                      541,959             570,808
     Gain on expiration/settlement of customer advances                    (681)            (25,345)
     Loss on debt exchange                                                3,175                 -
     Stock based compensation                                             8,427              47,581
     Other                                                               91,169              51,474
                                                                 ---------------     ---------------
Net cash provided by operating activities                               844,217             711,437

Cash flows from investing activities:
     Proceeds from sales of assets, net of selling expenses              24,195              30,959
     Proceeds from sale of discontinued operations                       43,565                 -
     Securities sold                                                      1,112              26,514
     Capital expenditures                                              (268,459)           (275,204)
     Other assets (purchased) distributions received, net                 5,724             (28,110)
                                                                 ---------------     ---------------
Net cash used by investing activities                                  (193,863)           (245,841)

Cash flows from financing activities:
     Long-term debt borrowings                                              -               700,000
     Debt issuance costs                                                    -               (15,502)
     Long-term debt payments                                             (6,433)         (1,214,018)
     Premiums paid to retire debt                                           -               (66,480)
     Issuance of common stock                                            47,550             544,562
     Dividends paid                                                    (338,364)           (832,768)
     Shares repurchased                                                (250,000)                  -
     Other                                                               (1,662)             (2,089)
                                                                 ---------------     ---------------
Net cash used by financing activities                                  (548,909)           (886,295)

Cash flows of discontinued operations
     Operating cash flows                                                   578               1,361
     Investing cash flows                                                    (7)               (571)
     Financing cash flows                                                 -                      (3)
                                                                 ---------------     ---------------
                                                                            571                 787

Increase (decrease) in cash and cash equivalents                        102,016            (419,912)
Cash and cash equivalents at January 1,                                 163,759             583,671
                                                                 ---------------     ---------------

Cash and cash equivalents at December 31,                             $ 265,775           $ 163,759
                                                                 ===============     ===============

Cash paid during the period for:
     Interest                                                         $ 318,638           $ 370,128
     Income taxes (refunds)                                           $   4,711           $  (4,901)

(1)  See footnote (1) on the first page.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                                                                                         Schedule A
     Reconciliation of Non-GAAP Financial Measures (1)
     (unaudited)
                                                              For the quarter ended December 31,    For the year ended December 31,
                                                            ------------------------------------------------------------------------
      (Amounts in thousands)                                      2005               2004                2005               2004
                                                            ----------------   ----------------   ----------------   ---------------

     Net Income to Free Cash Flow; Net Cash Provided by
     --------------------------------------------------
      Operating Activities
      --------------------

     <S>                                                         <C>                <C>               <C>                <C>
     Net income                                                 $  76,781          $  16,780          $ 202,375         $  72,150

      Add back:
         Depreciation and amortization                            129,969            142,617            541,959           570,808

         Income tax expense (benefit)                              14,448             (2,447)            84,340            10,422

         Management succession and strategic alternatives
           expenses                                                   -                  -                  -              90,632

         Stock based compensation                                   1,994              3,204              8,427            10,963

     Subtract:
         Cash paid (refunded) for income taxes                      2,476             (7,097)             4,711            (4,901)

         Gain on sale of discontinued operations                      -                  -                1,040               -

         Income from discontinued operations                          -                1,244              1,167             5,231

         Investment and other income (loss)                         3,813            (36,592)            16,562           (19,743)

         Capital expenditures                                      92,999             75,024            268,459           275,204

                                                            --------------    ---------------     --------------   ---------------
     Free cash flow                                               123,904            127,575            545,162           499,184

      Add back:
         Deferred income taxes                                     44,405              8,893            100,636            24,016

         Non-cash (gains)/losses, net                              14,439             64,413             30,910           108,992

         Investment and other income (loss)                         3,813            (36,592)            16,562           (19,743)

         Cash paid (refunded) for income taxes                      2,476             (7,097)             4,711            (4,901)

         Capital expenditures                                      92,999             75,024            268,459           275,204

     Subtract:
         Changes in current assets and liabilities                 25,722             56,920             29,456            59,298

         Income tax expense (benefit)                              14,448             (2,447)            84,340            10,422

         Management succession and strategic alternatives
           expenses                                                   -                  -                  -              90,632

         Stock based compensation                                   1,994              3,204              8,427            10,963

                                                            --------------    ---------------     --------------   ---------------
     Net cash provided by operating activities                  $ 239,872          $ 174,539          $ 844,217         $ 711,437
                                                            ==============    ===============     ==============   ===============

(1)  See footnote (1) on the first page.


</TABLE>