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): March 22, 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 obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[  ] 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 March 8, 2006,  Citizens  Communications  Company  (the  "Company")
          entered into an employment  arrangement with Donald Shassian  pursuant
          to which he will  serve as Chief  Financial  Officer  of the  Company.
          Pursuant to the arrangement,  Mr. Shassian will receive an annual base
          salary of $425,000,  an annual incentive target of 100% of base salary
          and long-term incentive compensation in the form of an annual award of
          restricted   shares  in  an  amount   determined   each  year  by  the
          Compensation  Committee of the Board of  Directors.  In addition,  Mr.
          Shassian will receive a sign-on grant of 50,000  restricted shares and
          sign-on  bonuses  totaling  $75,000.  In the  event  of an  actual  or
          constructive  termination of Mr. Shassian's  employment other than for
          cause  within a year  following a "change of  control",  Mr.  Shassian
          shall be paid two years' salary and target bonus.


Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
           --------------------------------------------------------------------
           Appointment of Principal Officers.
           ----------------------------------

          In  connection  with  the  appointment  of  Donald  Shassian  as Chief
          Financial  Officer  of the  Company,  Jerry  Elliott  will  resign his
          position as Acting Chief Financial Officer,  effective April 17, 2006.
          Mr. Elliott will remain as the Company's President.

          Mr. Donald  Shassian was appointed to the position of Chief  Financial
          Officer of the Company,  effective April 17, 2006. A copy of the press
          release,  dated March 22, 2006, announcing Mr. Shassian's  appointment
          is attached hereto and incorporated herein by reference.

          Mr.  Shassian,  50,  has been an  independent  consultant  since  2001
          providing M&A advisory services to several organizations  primarily in
          the communications  industry.  In his role as independent  consultant,
          Mr. Shassian acted as interim chief financial officer of the Northeast
          region of Health Net, Inc., a managed health care company and assisted
          in the  evaluation of  acquisition,  disposition  and capital  raising
          opportunities  for several other companies.  From January 1999 to July
          2000, Mr.  Shassian was Executive  Vice President and Chief  Financial
          Officer  (January 1999 through July 1999) and Chief Operating  Officer
          (August  1999  through  July  2000) of RSL  Communications,  Inc.,  an
          organization  engaged in offering  voice  products to customers in the
          United States and Europe with revenues of approximately  $1.6 billion.
          Mr. Shassian is a certified public accountant, having served more than
          16 years at Arthur Andersen.  Mr. Shassian has no family  relationship
          to any other director or executive officer of the Company.


<PAGE>

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

           (d) Exhibits

           99.1    - Press release dated March 22, 2006, announcing  appointment
                     of Donald Shassian as Chief Financial Officer of the
                     Company.





<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:  March 22, 2006         By: /s/ Robert J. Larson
                                  --------------------------
                                  Robert J. Larson
                                  Senior Vice President and
                                  Chief Accounting Officer



<PAGE>


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

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

99.1              Press release dated March 22, 2006, announcing appointment of
                  Donald Shassian as Chief Financial Officer of the Company.