SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 13D/A

                                (Amendment No. 9)

                    Under the Securities Exchange Act of 1934

                            Electric Lightwave, Inc.
                        --------------------------------
                                (Name of Issuer)

                      Class A Common Stock, par value $.01
                      ------------------------------------
                         (Title of Class of Securities)

                                    284895109
                                    ---------
                                 (CUSIP Number)

                               Scott N. Schneider
                         Citizens Communications Company
                              Three High Ridge Park
                               Stamford, CT 06905

                                 (203) 614-5600

                                 With a copy to:

                               David F. Kroenlein
                                Winston & Strawn
                                 200 Park Avenue
                               New York, NY 10166

                                 (212) 294-6700
      ---------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                  May 16, 2002
                          -----------------------------
                          (Date of Event which Requires
                            Filing of this Statement)
<PAGE>

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
Schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following: [ ]

NOTE:  Schedules  filed in paper format shall include a signed original and five
copies of the schedule,  including all exhibits.  See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).


<PAGE>


                                 SCHEDULE 13D/A
CUSIP NO. 284895109

       1.     NAME OF REPORTING PERSON
              S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                   Citizens Communications Company
                   06-0619596

       2.     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP      (a) [x]
                                                                    (b) [ ]

       3.     SEC USE ONLY

       4.     SOURCE OF FUNDS
                   WC

       5.     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
              PURSUANT TO ITEMS 2(d) or 2(e)   [ ]

       6.     CITIZENSHIP OR PLACE OF ORGANIZATION
                  Delaware

        NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH:

              7.     SOLE VOTING POWER
                      0

              8.     SHARED VOTING POWER
                      27,571,332

              9.     SOLE DISPOSITIVE POWER
                      0

             10.     SHARED DISPOSITIVE POWER
                      27,571,332

      11.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
              PERSON
                  27,571,332

      12.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
              CERTAIN SHARES    [ ]

      13.     PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
                  77.94%

      14.     TYPE OF REPORTING PERSON
                  HC


<PAGE>


CUSIP NO. 284895109

       1.     NAME OF REPORTING PERSON
              S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                  CUCapital Corp.
                  06-1156876

       2.     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) [x]
                                                                   (b) [ ]

       3.     SEC USE ONLY

       4.     SOURCE OF FUNDS
                  WC

       5.     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
              PURSUANT TO ITEMS 2(d) or 2(e)   [ ]

       6.     CITIZENSHIP OR PLACE OF ORGANIZATION
                  Delaware

        NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH:

              7.     SOLE VOTING POWER
                       0

              8.     SHARED VOTING POWER
                       27,571,332

              9.     SOLE DISPOSITIVE POWER
                       0

             10.     SHARED DISPOSITIVE POWER
                       27,571,332

      11.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
              PERSON
                       27,571,332

      12.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
              CERTAIN SHARES    [ ]

      13.     PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
                       77.94%

      14.     TYPE OF REPORTING PERSON
                       CO



<PAGE>
                                 SCHEDULE 13D/A

     This Amendment No. 9 amends and  supplements  the Statement on Schedule 13D
initially  filed  on May 30,  2000 and  Amendments  Nos.  1  through  8  thereto
(together   "Schedule  13D"),  each  filed  with  the  Securities  and  Exchange
Commission  (the  "SEC") by Citizens  Communications  Company  ("Citizens")  and
CUCapital Corp. ("CUCapital"),  which Schedule 13D relates to the Class A Common
Stock,  par value $.01 (the  "Shares") of Electric  Lightwave,  Inc., a Delaware
corporation  ("ELI").  This Amendment No. 9 is submitted in connection  with the
Tender Offer Statement and Schedule 13E-3  Transaction  Statement on Schedule TO
(the  "Offer to  Purchase")  filed by  Citizens  and ELI  Acquisition,  Inc.,  a
wholly-owned subsidiary of CUCapital ("Purchaser") with the SEC on May 20, 2002,
pursuant to which  Citizens  has  commenced  the tender  offer (the  "Offer") to
acquire as many of the Shares  (other than those  already  owned by Citizens and
its  subsidiaries)  as possible,  as a first step in acquiring the entire equity
interest in ELI.  Citizens and its  subsidiaries  own  approximately  78% of the
Shares and 100% of the Class B Common Stock of ELI, or approximately  85% of the
outstanding common stock of ELI.

Item 2.  Identity and Background

     (a) This  Amendment  No. 9 is being filed  jointly by each of Citizens  and
CUCapital  (Citizens and CUCapital  are  collectively  referred to herein as the
"Reporting Persons").  Each of Citizens and CUCapital is a corporation organized
under the laws of the state of Delaware.  The principal  business of Citizens is
providing wireline communications services to 2.5 million telephone access lines
in 24 states. It was the seventh largest local access telephone  provider in the
United States as of December 31, 2001. Citizens also provides  competitive local
exchange  services in the West through its subsidiary,  ELI, a  facilities-based
competitive local exchange carrier providing Internet, data, voice and dedicated
access  services  to  communications-intensive  businesses  and  the  e-commerce
market. In addition, Citizens provides natural gas transmission and distribution
and electric  transmission and distribution to customers in Arizona,  Hawaii and
Vermont.  Citizens  plans to  divest  these  utility  operations  to focus  upon
telecommunications. CUCapital is a holding company and a wholly-owned subsidiary
of Citizens.  The principal  address for each of the Reporting Persons is 3 High
Ridge Park, Stamford, CT 06905.

     (d) Convictions. Neither of the Reporting Persons has, during the last five
years, been convicted in a criminal proceeding.

     (e) Civil  Proceedings.  Neither of the Reporting  Persons has,  during the
last  five  years,  been  a  party  to  a  civil  proceeding  of a  judicial  or
administrative body of competent jurisdiction and as a result of such proceeding
was or is  subject  to a  judgment,  decree  or  final  order  enjoining  future
violations  of, or  prohibiting  or mandating  activities  subject to federal or
state securities law or finding any violation with respect to such laws.

     Unless otherwise  specified herein,  (a) the principal business address for
each of the directors and executive officers of each of the Reporting Persons is
c/o Citizens  Communications Company, 3 High Ridge Park, Stamford, CT 06905, (b)
none of the directors or executive  officers of either of the Reporting  Persons
has been convicted in a criminal  proceeding in the last five years, (c) none of
the directors or executive  officers of either of the Reporting Persons has been
party to a civil proceeding  involving United States federal or state securities
laws during the last five years and (d) the citizenship of each of the directors
and executive officers of each of the Reporting Persons is the United States.
<PAGE>

Directors of Citizens:

1.   Norman I. Botwinik. Mr. Botwinik is retired.

2.   Aaron I. Fleischman.  Mr.  Fleischman is a Senior Partner of Fleischman and
     Walsh,  L.L.P.,  a  Washington,  DC law firm  specializing  in  regulatory,
     corporate-securities,    legislative    and    litigation    matters    for
     telecommunications, regulated utility and transportation companies.

3.   Rudy J. Graf.  Mr. Graf is the Vice  Chairman of the Board,  President  and
     Chief Operating Officer of Citizens.

4.   Stanley Harfenist. Mr. Harfenist is retired.

5.   Andrew N. Heine. Mr. Heine is a private investor.

6.   Scott N.  Schneider.  Mr.  Schneider  is the Vice  Chairman  of the  Board,
     Executive Vice President and Chairman of Citizens Capital  Ventures,  and a
     director and Executive Vice President of Citizens.

7.   John L.  Schroeder.  Mr.  Schroeder  is a Director of Morgan  Stanley  Dean
     Witter Funds, an investment company.

8.   Robert A.  Stanger.  Mr.  Stanger is the  Chairman  of Robert A.  Stanger &
     Company, an investment banking and consulting services company.

9.   Edwin  Tornberg.  Mr.  Tornberg  is the  President  and  Director  of Edwin
     Tornberg & Company, a brokerage,  management  consultant and appraisal firm
     serving the communications industry.

10.  Claire L. Tow. Ms. Tow is retired.

11.  Leonard  Tow.  Dr.  Tow is the  Chairman  of the Board and Chief  Executive
     Officer of Citizens.

<PAGE>

Executive Officers of Citizens:

1.   Leonard  Tow.  Dr.  Tow is the  Chairman  of the Board and Chief  Executive
     Officer of Citizens.

2.   Rudy J. Graf.  Mr. Graf is the  President  and Chief  Operating  Officer of
     Citizens.

3.   Scott N.  Schneider.  Mr.  Schneider  is the Vice  Chairman  of the  Board,
     Executive Vice President and Chairman of Citizens Capital Ventures.

4.   Donald B. Armour.  Mr. Armour is the Vice President,  Finance and Treasurer
     of Citizens and the Vice  President  and  Treasurer of Electric  Lightwave,
     Inc.

5.   Robert  Braden.  Mr.  Braden is the Chief  Executive  Officer  of  Electric
     Lightwave,  Inc. and Executive Vice President of the ILEC Division and Vice
     President of Citizens.

6.   John H. Casey,  III. Mr. Casey is the Vice  President  and Chief  Operating
     Officer, ILEC Sector of Citizens.

7.   Kenneth L. Cohen. Mr. Cohen is the President and Chief Operating Officer of
     the Public Services Sector and Vice President of Citizens.

8.   Jean M.  DiSturco.  Ms.  DiSturco is Vice  President,  Human  Resources  of
     Citizens.

9.   Jerry Elliott. Mr. Elliott is Vice President and Chief Financial Officer of
     Citizens and Electric Lightwave, Inc.

10.  Michael G. Harris.  Mr. Harris is the Vice  President,  Engineering and New
     Technology of Citizens.

11.  Edward O. Kipperman. Mr. Kipperman is the Vice President, Tax of Citizens.

12.  Robert J. Larson.  Mr. Larson is the Vice  President  and Chief  Accounting
     Officer of Citizens and Electric Lightwave, Inc.

13.  Daniel J.  McCarthy.  Mr.  McCarthy is the  President  and Chief  Operating
     Officer, Electric Lightwave Sector of Citizens.

14.  L. Russell Mitten.  Mr. Mitten is the Vice  President,  General Counsel and
     Secretary of Citizens.

15.  Steven D. Ward. Mr. Ward is the Vice President,  Chief Information  Officer
     of Citizens.

16.  Michael J.  Wieloszynski.  Mr.  Wieloszynski is the Vice  President,  Labor
     Relations of Citizens.

17.  Michael Zarella. Mr. Zarella is the Vice President, Business Development of
     Citizens.
<PAGE>

Directors of CUCapital:

1.   Peter C. Fulweiler.  Mr.  Fulweiler is the Director and Manager of Delaware
     Holding Company Services at PNC Bank in Delaware.

2.   Rudy J. Graf.  Mr. Graf is the Vice  Chairman of the Board,  President  and
     Chief Operating Officer of Citizens.

3.   Scott N.  Schneider.  Mr.  Schneider  is the Vice  Chairman  of the  Board,
     Executive Vice President and Chairman of Citizens Capital Ventures.

4.   Leonard Tow. Dr. Tow is Chairman of the Board and Chief  Executive  Officer
     of Citizens.

Executive Officers of CUCapital:

1.   Scott  N.  Schneider.  Mr.  Schneider  is  the  Chairman  of the  Board  of
     CUCapital.

2.   Rudy J. Graf.  Mr. Graf is the President of CUCapital.

3.   Donald  B.  Armour.  Mr.  Armour  is the Vice  President  and  Treasurer of
     CUCapital.

4.   Jerry Eliott. Mr. Elliott is the Vice President and Chief Financial Officer
     of CUCapital.

5.   Edward O. Kipperman. Mr. Kipperman is the Vice President, Tax of CUCapital.

6.   Robert J. Larson.  Mr. Larson is the Vice  President  and Chief  Accounting
     Officer of CUCapital.

7.   L.  Russell  Mitten.  Mr.  Mitten is the General  Counsel and  Secretary of
     CUCapital.

Item 3.  Source and Amount of Funds or Other Consideration

     Citizens  estimates that the total amount of funds required to purchase all
of the Shares,  other than those already owned by Citizens and its  subsiairies,
pursuant to the Offer and the Merger (as defined  below) and to pay related fees
and expenses is approximately  $6.5 million.  Citizens obtained these funds from
cash on hand and working capital.  No part of the purchase price was represented
by funds or other  consideration  specially  borrowed or otherwise  specifically
obtained  for  the  purpose  of  acquiring,  holding,  trading,  or  voting  the
securities.

Item 4.  Purpose of Transaction

     As  described  in the Offer to Purchase,  Citizens  commenced  the Offer to
acquire as many  Shares as  possible,  as a first step in  acquiring  the entire
equity interest in ELI.

     After  completion of the Offer,  at which time Purchaser will own in excess
of 90% of the  outstanding  Class  A  Common  Stock  on an  as-converted  basis,
Purchaser  will  merge  with and into  ELI  through  a  short-form  merger  (the
"Merger").  In the Merger,  each  outstanding  Share will be converted  into the
right to receive the same  consideration  paid in the Offer,  without  interest,
subject to the rights of holders of such  Shares to seek  appraisal  of the fair
value of such Shares  pursuant to Section 262 of the General  Corporation Law of
the State of Delaware.  As a result of the Offer and the Merger, ELI will become
an indirect wholly-owned subsidiary of Citizens.
<PAGE>

     As of the close of business  on May 24,  2002,  the Shares no longer  trade
publicly on any national  securities  exchange and ceased to be authorized to be
quoted on any inter-dealer  quotation system of a registered national securities
association. Furthermore, ELI intends to file a Form 15 with the SEC terminating
its registration pursuant to the Securities Exchange Act of 1934, as amended.

Item 7.  Material to be Filed as Exhibits

(a)  Press Release dated May 16, 2002,  announcing  Citizens'  intent to acquire
     all of the outstanding  publicly held Class A common shares of ELI that are
     not  otherwise  owned by  Citizens  or its  subsidiaries  (incorporated  by
     reference to Exhibit 99.1 of Citizens'  Current Report on Form 8-K filed on
     May 16, 2002, File No. 001-11001).
<PAGE>

                                    SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

                           CITIZENS COMMUNICATIONS COMPANY

                           By:     /s/ Robert J. Larson
                                   ------------------------------------------
                           Name:   Robert J. Larson
                           Title:  Chief Accounting Officer and Vice President

                            CUCAPITAL CORP.

                            By:    /s/ Robert J. Larson
                                   -------------------------------------------
                            Name:  Robert J. Larson
                            Title: Chief Accounting Officer and Vice President


Dated: June 5, 2002


<PAGE>


                                  Exhibit Index


7.1  Press Release dated May 20, 2002 (incorporated by reference to Exhibit 99.1
     of Citizens'  Current  Report on Form 8-K filed on May 16,  2002,  File No.
     001-11001).