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 4, 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 12.  Disclosure of Results of Operations and Financial Condition
          -----------------------------------------------------------

          On March  4,  2004,  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.



<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
                             Chief Financial Officer

Date: March 4, 2004
<PAGE>
                                                       Citizens Communications
                                                       3 High Ridge Park
                                                       Stamford, CT 06905
                                                       203.614.5600
                                                       Web site: www.czn.net
-------------------------------------------------------------------------------

FOR IMMEDIATE RELEASE

Contacts:
Brigid M. Smith                     Michael A. Zarrella
Assistant Vice President            Vice President
Corporate Communications            Corporate Development
203.614.5042                        203.614.5179
bsmith@czn.com                      mzarrell@czn.com
--------------                      ----------------


                         Citizens Communications Reports
                           2003 Fourth-Quarter Results

Stamford,  Conn.,  March 4, 2004 --  Citizens  Communications  (NYSE:CZN)  today
reported   fourth  quarter  2003   consolidated   revenues  of  $554.1  million,
consolidated  operating income of $125.0 million, and consolidated net income of
$15.0 million. Consolidated net income for the quarter includes an $11.3 million
impairment  charge  related to the  Vermont  Electric  division,  a loss of $8.7
million  related  to  post-closing  purchase  price  adjustments  on the sale of
utility assets, a gain of $6.6 million as a result of a settlement of previously
reserved telecommunications  bankruptcy receivables, and a non-cash gain of $3.7
million  from the  extinguishment  of  capital  lease  obligations  at  Electric
Lightwave.

The company  produced  free cash flow of $112.6  million for the fourth  quarter
2003 and $478.1  million  for the full year 2003.  The  company  retired  $104.2
million of debt during the quarter and ended the quarter with $583.7  million in
cash.  The  company  retired  $726.6  million of debt and  reduced  its net debt
balance by $923.1  million  (or 20 percent)  during the full year 2003.  For the
full year 2003 the company  reported net cash provided by  continuing  operating
activities of $732.3  million,  net cash provided from  investing  activities of
$108.5 million and net cash used by financing activities of $650.3 million.

Fourth  quarter 2003  revenue  from the  company's  ILEC  operations  was $505.6
million,  down $14.8  million or 2.8 percent  from $520.4  million in the fourth
quarter  of 2002.  The  decrease  is due  primarily  to reduced  network  access
services  revenues,  lower long distance  revenue,  loss of access lines and the
sale of  approximately  11,000 access lines in North Dakota in April 2003. These
decreases were partially  offset by continued  increases in enhanced service and
data revenues.

The company added a record 14,800 DSL customers  during the quarter and had more
than 120,000 DSL subscribers at December 31, 2003. The company's  primary access
line count, which does not take into account DSL subscriptions, decreased 17,700
lines during the quarter.


<PAGE>

Citizens Communications Company                                        Page 2
March 4, 2004



ILEC  operating  income for the fourth  quarter of 2003 was $134.7  million  and
operating  income margin was 26.6 percent,  compared to ILEC operating income of
$89.2 million and operating  income margin of 17.1 percent in the fourth quarter
of 2002.

Capital expenditures for the ILEC were $82.8 million for the fourth quarter 2003
and were $244.1 million for the full year 2003.

Fourth  quarter 2003 revenue from  Electric  Lightwave  totaled  $40.2  million,
operating income was $3.1 million, and capital expenditures were $3.0 million.

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

Free  cash  flow  is  operating  income  plus   depreciation  and  amortization,
restricted stock based  compensation  and loss on impairment  charges minus cash
taxes, interest expense and capital expenditures.

The company  believes that  presentation  of these 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.

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


<PAGE>


Citizens Communications Company                                      Page 3
March 4, 2004


(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  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 document contains forward-looking  statements that are subject to risks and
uncertainties  that could cause actual results to differ  materially  from those
expressed or implied in the statements. These and all forward-looking statements
(including oral  representations)  are only predictions or statements of current
plans that are  constantly  under  review by the  company.  All  forward-looking
statements may differ from actual results.  The foregoing  information should be
read in  conjunction  with the company's  filings with the U.S.  Securities  and
Exchange  Commission  including,  but not limited to,  reports on Forms 10-K and
10-Q.  The  company  does not intend to update or revise  these  forward-looking
statements to reflect the occurrence of future events or circumstances.


                                       ###


TABLES TO FOLLOW

<PAGE>
<TABLE>
<CAPTION>

                         Citizens Communications Company
                           Consolidated Financial Data
                                   (unaudited)

                                                        For the quarter ended                  For the year ended
                                                             December 31,                        December 31,
                                                      --------------------------   %      ----------------------------   %
(Amounts in thousands - except per-share amounts)        2003        2002       Change       2003         2002        Change
                                                      ----------------------------------  ------------------------------------

Income Statement Data
Continuing operations
<S>                                                    <C>         <C>             <C>     <C>          <C>              <C>
  Revenue                                              $ 554,085   $ 658,728       -16%    $2,444,938   $2,669,332        -8%
  Cost of services (exclusive of depreciation and
    amortization                                          57,064     119,101       -52%       369,689      476,920       -22%
  Other operating expenses                               210,329     236,611       -11%       893,199      995,326       -10%
  Restricted stock based compensation                      2,832       4,786       -41%         8,552        7,029        22%
  Depreciation and amortization (1)                      154,491     191,359       -19%       595,276      755,522       -21%
  Reserve for telecommunications bankruptcies             (6,637)     (6,925)       -4%        (4,377)      10,880      -140%
  Restructuring and other expenses                          (263)     15,274      -102%         9,687       37,186       -74%
  Loss on impairment (2)                                  11,300           -       100%        15,300    1,074,058       -99%
  Operating income (loss)                                124,969      98,522        27%       557,612     (687,589)      181%
  Investment and other income (loss), net                  7,989     (20,592)      139%        74,913      (85,620)      187%
  Gain/(loss) on sales of assets, net                     (8,700)      7,897      -210%       (20,492)       9,798      -309%
  Interest expense (includes dividends on preferred
    securities)                                           99,240     112,516       -12%       422,734      474,439       -11%
  Income tax expense (benefit)                            10,066       9,814         3%        67,216     (414,874)      116%
Loss from discontinued operations, net of tax                  -           -          -             -       (1,478)      100%
Gain on disposal of water segment, net of tax                  -      12,043      -100%             -      181,369      -100%
Cumulative effect of change in accounting principle (3)        -           -          -        65,769      (39,812)      265%
Net income (loss) attributable to common shareholders     14,952     (24,460)      161%       187,852     (682,897)      128%

Weighted average shares outstanding                      283,095     281,096         1%       282,434      280,686         1%

Net income (loss) attributable to common shareholders  $    0.05   $   (0.09)      156%    $     0.67   $    (2.43)      128%

Other Financial Data (4)
Total capital expenditures (5)                         $  86,357   $ 114,539       -25%    $  278,015   $  358,742       -23%
Free cash flow                                           112,569      65,761        71%       478,140      333,460        43%

Total debt (6)                                         4,283,631   5,016,272       -15%     4,283,631    5,016,272       -15%
  Less: Cash and cash equivalents                        583,671     393,177        48%       583,671      393,177        48%
Net debt                                               3,699,960   4,623,095       -20%     3,699,960    4,623,095       -20%

</TABLE>

(1)  Includes  $10,577,000 and $23,379,000 of accelerated  depreciation  for the
     quarter and year ended  December  31,  2002,  respectively,  related to the
     closing of our Plano, Texas facility.
(2)  Shown as the pre-tax amount.
(3)  2003 represents the effect of adoption of SFAS No. 143. 2002 represents the
     write-off of ELI's goodwill. Both are net of tax.
(4)  A  reconciliation  of these non-GAAP  measures to the most  comparable GAAP
     measure is presented at the end of these tables.
(5)  2002 excludes $110,000,000 of previously leased facilities purchased by ELI
     in April 2002.
(6)  Excludes equity units and convertible  preferred stock. Total debt includes
     current portion of long term debt.

<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, except operating data)       2003          2002        Change          2003         2002        Change
                                                 --------------------------------------    --------------------------------------

TELECOMMUNICATIONS
Select Income Statement Data
Revenue
<S>                                                <C>           <C>             <C>      <C>           <C>             <C>
     Network access services                       $ 163,526     $ 174,614       -6%       $ 667,042     $ 691,894       -4%
     Local network services                          214,490       214,397         -         859,002       850,319        1%
     Long distance and data services                  76,519        76,902         -         306,834       299,326        3%
     Directory services                               26,339        25,885        2%         106,934       104,383        2%
     Other                                            24,725        28,613      -14%         101,123       116,983      -14%
        ILEC revenue                                 505,599       520,411       -3%       2,040,935     2,062,905       -1%
     Electric Lightwave                               40,161        41,234       -3%         165,389       175,079       -6%
Total revenue                                        545,760       561,645       -3%       2,206,324     2,237,984       -1%

Expenses
     Network access expense                           51,731        60,688      -15%         223,547       235,462       -5%
     Other operating expenses                        206,036       208,383       -1%         826,958       881,696       -6%
     Restricted stock based compensation               2,638         4,539      -42%           8,275         6,864       21%
     Depreciation and amortization (1)               154,491       191,351      -19%         595,276       755,158      -21%
     Reserve for telecommunications bankruptcies      (6,637)       (6,925)      -4%          (4,377)       10,880     -140%
     Restructuring and other expenses                   (263)       15,274     -102%           9,687        37,186      -74%
     Loss on impairment (2)                                -             -         -               -       656,658     -100%
Total expenses                                       407,996       473,310      -14%       1,659,366     2,583,904      -36%

Operating Income (Loss)
     ILEC                                          $ 134,712     $  89,174       51%       $ 537,248     $ 413,241       30%
     ELI                                               3,052          (839)     464%           9,710      (759,161)     101%

Other Financial and Operating Data
     ILEC capital expenditures                     $  82,829     $  83,818       -1%       $ 244,089     $ 288,823      -15%
     ELI capital expenditures (3)                      2,982         3,800      -22%           9,496        12,003      -21%

     ILEC access lines (4)                         2,386,456     2,444,423       -2%       2,386,456     2,444,423       -2%
     DSL subscribers                                 120,461        71,058       70%         120,461        71,058       70%
     ILEC switched access minutes of use (in
       millions)                                       2,922         3,069       -5%          11,971        12,252       -2%
     ILEC average monthly revenue per average
       line                                        $   70.37     $   70.75       -1%       $   70.43     $   69.80        1%

</TABLE>

(1)  See footnote (1) on first page.
(2)  See footnote (2) on first page.
(3)  See footnote (5) on first page.
(4)  On  April  1,  2003  and  October  31,  2002,  we  completed  the  sale  of
     approximately 11,000 and 4,000 telephone access lines, respectively, in the
     state of  North  Dakota.  These  sales  affect  the  comparability  of data
     presented.

<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)                       2003         2002        Change            2003          2002      Change
                                          -------------------------------------     -------------------------------------
GAS AND ELECTRIC SECTORS (1)

Select Income Statement Data
<S>                                           <C>        <C>            <C>         <C>           <C>             <C>
Revenue                                       $ 8,325    $ 97,083      -91%         $ 238,614     $ 431,348      -45%
Gas, electric energy and fuel oil purchased     5,333      58,413      -91%           146,142       241,458      -39%
Other operating expenses                        4,293      28,228      -85%            66,241       113,630      -42%
Restricted stock based compensation               194         247      -21%               277           165       68%
Depreciation and amortization (2)                   -           8     -100%                 -           364     -100%
Loss on impairment                             11,300           -      100%            15,300       417,400      -96%
Operating income (loss)                       (12,795)     10,187     -226%            10,654      (341,669)     103%

Other Financial Data
Capital expenditures                              497       9,140      -95%            23,861        39,660      -40%

</TABLE>

(1)  Our Kauai Electric  operations  were sold on November 1, 2002. In addition,
     The Gas Company in Hawaii  division was sold on August 8, 2003, our Arizona
     gas and  electric  divisions  were sold on August 11,  2003 and our Vermont
     distribution  facilities  were sold on December 1, 2003. The sales of these
     properties affects the comparability of data presented.

(2)  Our  gas  and  electric   operations  are  reported  as  "held  for  sale."
     Accordingly,  we ceased to record depreciation expense effective October 1,
     2000 and January 1, 2001, respectively.

<PAGE>
<TABLE>
<CAPTION>

                         Citizens Communications Company
                    Condensed Consolidated Balance Sheet Data

(Dollars in thousands)
                                                             December 31, 2003     December 31, 2002
                                                           ---------------------  --------------------
                               ASSETS
                               ------
Current assets:
<S>                                                                 <C>                   <C>
    Cash and cash equivalents                                       $   583,671           $   393,177
    Accounts receivable and other current assets                        289,457               360,043
    Assets held for sale                                                 23,130               447,764
                                                           ---------------------  --------------------
      Total current assets                                              896,258             1,200,984

Property, plant and equipment, net                                    3,525,640             3,690,056

Other long-term assets                                                3,267,212             3,331,665
                                                           ---------------------  --------------------
           Total assets                                             $ 7,689,110           $ 8,222,705
                                                           =====================  ====================

                       LIABILITIES AND EQUITY
                       ----------------------
Current liabilities:
    Long-term debt due within one year                              $    88,002           $    58,911
    Accounts payable and other current liabilities                      432,225               526,142
    Liabilities related to assets held for sale                          16,128               145,969
                                                           ---------------------  --------------------
      Total current liabilities                                         536,355               731,022

Deferred income taxes and other liabilities                             880,693               700,933
Equity units                                                            460,000               460,000
Long-term debt                                                        4,195,629             4,957,361
Mandatorily Redeemable Convertible Preferred Securities                 201,250               201,250
Shareholders' equity                                                  1,415,183             1,172,139
                                                           ---------------------  --------------------
           Total liabilities and equity                             $ 7,689,110           $ 8,222,705
                                                           =====================  ====================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                         Citizens Communications Company
                      Condensed Consolidated Cash Flow Data

(Dollars in thousands)
                                                                          For the year ended December 31,
                                                                        ------------------------------------
                                                                               2003               2002
                                                                        -----------------  -----------------

Income (loss) from continuing operations before extraordinary
<S>                                                                            <C>               <C>
   expense and cumulative effect of change in accounting principle             $ 122,083         $ (822,976)
Adjustments to reconcile net income (loss) to net cash
   provided by operating activities:
     Depreciation and amortization expense                                       595,276            755,522
     Investment write-downs                                                            -            117,455
     Gain on extinguishment of debt                                              (75,569)           (26,330)
     Investment (gains)/losses                                                         -             (3,363)
     (Gain)/loss on sales of assets, net                                          20,492             (9,798)
     Loss on impairment                                                           15,300          1,074,058
     Other                                                                        54,743           (447,701)
                                                                        -----------------  -----------------
Net cash provided by continuing operating activities                             732,325            636,867

Cash flows from investing activities:
     Proceeds from sales of assets, net of selling expenses                      388,079            224,678
     Capital expenditures (1)                                                   (278,015)          (468,742)
     ELI share purchases                                                               -             (6,800)
     Other                                                                        (1,612)             9,778
                                                                        -----------------  -----------------
Net cash provided from (used by) investing activities                            108,452           (241,086)

Cash flows from financing activities:
     Long-term debt principal payments                                          (653,462)        (1,062,169)
     Other                                                                         3,179             10,048
                                                                        -----------------  -----------------
Net cash used by financing activities                                           (650,283)        (1,052,121)

Cash provided by discontinued operations                                               -            833,648

Increase in cash and cash equivalents                                            190,494            177,308
Cash and cash equivalents at January 1,                                          393,177            215,869
                                                                        -----------------  -----------------

Cash and cash equivalents at December 31,                                      $ 583,671         $  393,177
                                                                        =================  =================

</TABLE>

(1)  2002 includes $110,000 of previously leased facilities  purchased by ELI in
     April 2002.

<PAGE>
<TABLE>
<CAPTION>

                                                                                                                 Schedule A

    Reconciliation of Non-GAAP Financial Measures

                                                                 For the quarter ended December 31,  For the year ended December 31,
                                                                 ----------------------------------  -------------------------------
     (Dollars in thousands)                                           2003               2002             2003             2002
                                                                 ----------------  ----------------  ---------------  --------------

    Operating Income (Loss) to Free Cash Flow;
    ------------------------------------------
       Net Cash Provided by Continuing Operating Activities
       ----------------------------------------------------

<S>                                                                  <C>                <C>              <C>           <C>
    Operating income (loss)                                          $ 124,969          $ 98,522         $ 557,612     $ (687,589)

     Add back:
        Depreciation and amortization                                  154,491           191,359           595,276        755,522

        Restricted stock based compensation                              2,832             4,786             8,552          7,029

        Loss on impairment                                              11,300                 -            15,300      1,074,058

     Subtract:
       Cash paid (refunded) for income taxes                            (4,574)            1,851            (2,149)       (17,621)

       Interest expense                                                 99,240           112,516           422,734        474,439

       Capital expenditures                                             86,357           114,539           278,015        358,742

                                                                 ----------------  ----------------  ---------------- --------------
     Free cash flow                                                     112,569            65,761           478,140        333,460

     Add back:
        Deferred income taxes                                          (14,300)          108,508            77,188       (252,468)

        Noncash (gains)/losses                                           5,020             3,648           (55,077)        77,964

        Investment and other income/(loss)                               7,989           (20,592)           74,913        (85,620)

        Cash paid/(refunded) for income taxes                           (4,574)            1,851            (2,149)       (17,621)

        Capital expenditures                                            86,357           114,539           278,015        358,742

     Subtract:
        Changes in current assets and liabilities                        3,612           129,040            22,445        195,233

        (Gain)/loss on sale of assets                                    8,700            (7,897)           20,492         (9,798)

        Income tax expense (benefit)                                    10,066             9,814            67,216       (414,874)

        Restricted stock based compensation                              2,832             4,786             8,552          7,029

                                                                 ----------------  ----------------  ---------------- --------------
     Net cash provided by continuing operating activities            $  167,851         $ 137,972        $  732,325    $   636,867
                                                                 ================  ================  ================ ==============
</TABLE>