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 3, 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 1.01      Entry into a Material Definitive Agreement.
               -------------------------------------------

               On  February  6,  2006,  Citizens   Communications  Company  (the
               "Company")  and its  wholly-owned  subsidiary,  CU  Capital  LLC,
               entered  into  a  membership  interest  purchase  agreement  (the
               "Purchase   Agreement")  with  Integra  Telecom  Holdings,   Inc.
               ("Integra") to sell all of the outstanding  membership  interests
               in the Company's subsidiary, Electric Lightwave, LLC, to Integra.
               The total  proceeds from the sale will be $247 million  including
               $243 million in cash plus the assumption of $4 million in capital
               leases,  subject to  customary  adjustments.  The  closing of the
               transactions  contemplated by the Purchase  Agreement is expected
               to  occur  in  the  third  quarter  of  2006  and is  subject  to
               regulatory and other  customary  approvals and conditions as well
               as the funding of Integra's fully committed financing.  A copy of
               the Purchase  Agreement is attached hereto as Exhibit 10.1, which
               is incorporated herein by reference.

               On February 3 and 6, 2006, the subsidiaries of the Company listed
               below  entered  into  agreements  with the Rural  Telephone  Bank
               pursuant to which those  subsidiaries  are expected to receive an
               aggregate  of  approximately  $64.6  million in cash on a pre-tax
               basis  in the  second  quarter  of 2006 in  connection  with  the
               redemption of the Rural Telephone Bank stock held by them.

                Frontier Communications of Illinois, Inc.
                Frontier Communications - Midland, Inc.
                Frontier Communications of the South, LLC
                Frontier Communications of Alabama, LLC
                Frontier Communications of Lamar County, LLC
                Citizens Utilities Rural Company, Inc.
                Frontier Communications of Fairmount, LLC
                Frontier Communications - Prairie, Inc.
                Frontier Communications of Lakeside, Inc.
                Frontier Communications of Thorntown, Inc.
                Frontier Communications of Michigan, Inc.
                Frontier Communications of Mississippi, Inc.
                Frontier Communications of Ausable Valley, Inc.
                Ogden Telephone Company
                Frontier Communications of Seneca-Gorham, Inc.
                Frontier Communications of Breezewood, LLC
                Frontier Communications of Canton, LLC
                Frontier Communications of Oswayo River, LLC
                Frontier Communications of Pennsylvania, LLC
                Rhinelander Telephone, LLC
                Frontier Communications of Mondovi, LLC
                Frontier Communications - St. Croix, LLC
                Frontier Communications of Viroqua, LLC
                Citizens Telecommunications Company of West Virginia


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

               (d) Exhibits

               10.1 Membership  Interest  Purchase  Agreement  dated February 6,
                    2006 among Citizens  Communications  Company, CU Capital LLC
                    and Integra Telecom Holdings, Inc.


               99.1 Press  Release of  Citizens Communications Company  released
                    February 7, 2006.


<PAGE>



                                   SIGNATURES

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 hereunto duly authorized.

                                        CITIZENS COMMUNICATIONS COMPANY


Date:  February 9, 2006                 By: /s/ Robert J. Larson
                                            -----------------------------
                                            Robert J. Larson
                                            Senior Vice President and
                                            Chief Accounting Officer



<PAGE>


                                  EXHIBIT INDEX
                                  -------------

Exhibit No.      Description
-----------      -----------------------

   10.1          Membership   Interest  Purchase  Agreement  dated  February 6,
                 2006  among  Citizens   Communications   Company,  CU  Capital
                 LLC  and  Integra  Telecom Holdings, Inc.


   99.1          Press  Release of  Citizens Communications Company  released
                 February 7, 2006.