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 18, 2004




                         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 5.   Other Events
          ------------
          On February 18, 2004, Citizens  Communications  Company issued a press
          release.  A copy of the press  release is  attached  hereto as Exhibit
          99.5.




<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/ Robert J. Larson
                             --------------------------------
                             Robert J. Larson
                             Chief Accounting Officer

Date: February 23, 2004
<PAGE>

                                                        Exhibit 99.5



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


Contacts:
Scott N.Schneider                           Jerry Elliott
President and Chief Operating Officer       Chief Financial Officer
203.614.5219                                203.614.6722

                    Citizens Communications Engages Advisors

Stamford,  Conn., February 18, 2004 - Citizens  Communications  (NYSE:CZN) today
announced  that it has engaged  J.P.  Morgan  Securities  and Morgan  Stanley as
financial advisors and Simpson Thacher & Bartlett LLP as legal counsel to assist
it in its previously announced intention to explore  alternatives.  The advisors
will  assist  the  company  in  evaluating  a range of  possible  financial  and
strategic alternatives designed to enhance shareholder value, although there can
be no  assurance  that the company will  undertake  any  particular  action as a
result of this review.

More information on Citizens can be found at www.czn.net.

                                       ###