UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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): May 25, 2006

                         Citizens Communications Company
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             (Exact name of registrant as specified in its charter)

                                    Delaware
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                 (State or other jurisdiction of incorporation)

                   001-11001                             06-0619596
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           (Commission File Number)          (IRS Employer Identification No.)


         3 High Ridge Park, Stamford, Connecticut                06905
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         (Address of principal executive offices)             (Zip Code)

                                 (203) 614-5600
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              (Registrant's telephone number, including area code)


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         (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 CFR240.13e-4(c))

<PAGE>

Item 1.01  Entry into a Material Definitive Agreement
           ------------------------------------------

     On May 25, 2006, the stockholders of Citizens  Communications  Company (the
"Company") approved the adoption of the Company's Non-Employee Directors' Equity
Incentive Plan (the "Plan").  The Plan will expire in 2016. Upon approval of the
Plan, no further equity awards will be made pursuant to the Amended and Restated
Citizens Utilities Company Non-Employee Directors' Deferred Fee Equity Plan (the
"Predecessor Plan"), which is scheduled to terminate on May 22, 2007.

     Subject  to  certain  adjustments,  a maximum  of  2,000,000  shares of the
Company's  common stock may be issued and delivered under the Plan. In addition,
shares of common stock that are available  under the  Predecessor  Plan (536,751
shares as of March 28,  2006) and  shares of common  stock  that are  subject to
awards that are  terminated,  cancelled,  forfeited,  or that  expire  under the
Predecessor Plan will be available for issuance under the Plan.

     The Plan is available to all of the Company's non-employee directors.

     The Plan provides  that  non-employee  directors may be granted  options to
purchase shares of the Company's common stock, subject to the terms of the Plan.
Options granted under the Plan will vest and become exercisable six months after
the date on which the option was  granted,  unless  the Board of  Directors  has
specified otherwise.  Generally, options granted under the Plan expire ten years
after  the  date on which  they  were  granted  or,  if  earlier,  on the  first
anniversary of a director's resignation,  death, retirement or other termination
of  service  as a  director.  The  exercise  price  of a share of  common  stock
purchased  pursuant  to such an  option  may not be less  than  100% of the fair
market value of a share of our common stock on the date the option was granted.

     Unless otherwise  determined by the Board of Directors,  each  non-employee
director will receive a grant of 3,500 stock units at the beginning of each plan
year. In addition,  non-employee directors may be granted certain of their fees,
such as their annual  retainer  fees,  in the form of stock units.  Non-employee
directors  may also  elect to defer  receipt  of cash  fees in the form of stock
units. Each stock unit represents the economic equivalent of one share of common
stock.

     With  respect  to the cash fees that  directors  have  elected to defer and
receive in the form of stock  units,  in the absence of a  determination  by the
Board of Directors to the contrary,  each non-employee director will be credited
with a number of stock units  determined  by dividing  the total  amount of cash
fees deferred in that quarter by 85% of the closing price of our common stock on
the last  business day of the quarter.  Stock unit accounts are also adjusted to
reflect changes in the Company's  capitalization.  In addition, if a dividend is
paid in cash or property, or if there is another distribution payable to holders
of common stock, a non-employee  director's  stock unit account will be credited
with  additional  stock units with a fair market value equal to such dividend or
distribution.  Payments  made to  directors  from their stock unit  accounts are
payable after the director ceases his or her service as a director. Non-employee
directors may either receive one share of stock per stock unit (and cash for any
fractional  share) or cash representing the fair market value of the stock units
on the date of the non-employee director's termination of service as a director.


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<PAGE>

     In the event of a "change in  control" of the  Company  (as  defined),  all
options granted under the Plan will become  immediately  exercisable in full and
will remain exercisable in accordance with their terms.

     The Plan is intended to comply with the deferred compensation rules imposed
by Section 409A of the Internal  Revenue Code and with the  requirements of Rule
16b-3 of the Securities Exchange Act of 1934.

     The foregoing summary  description of the Plan is qualified in its entirety
by reference  to the actual terms of the Plan,  which is filed hereto as Exhibit
99.1 and incorporated herein by reference.  For additional information regarding
the Plan, see "Proposed Non-Employee  Directors' Equity Incentive Plan" on pages
23-25 of the Company's  2006 Proxy  Statement,  as filed with the Securities and
Exchange  Commission  on  April  17,  2006,  which  is  incorporated  herein  by
reference.

Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in
           ------------------------------------------------------------
           Fiscal Year
           -----------

     On May 25,  2006,  the  Board  of  Directors  of the  Company  amended  the
Company's Bylaws. The Bylaws, as amended, are filed herewith as Exhibit 99.2 and
incorporated  herein by  reference.  The  amendments  to the  Bylaws  provide as
follows:

     (1)  Ability  to Call  Special  Stockholder  Meetings  and Board  Meetings.
          Special  meetings of the stockholders and Board meetings may be called
          by the  Chairman  of the Board  and/or  the Chief  Executive  Officer.
          Previously,   the  Bylaws  provided  that  special   meetings  of  the
          stockholders  and Board meetings may be called by the Chief  Executive
          Officer.  The  ability  of a  majority  of the  Board or  stockholders
          holding  50% of the  capital  stock to call  special  meetings  of the
          stockholders  and the ability of the Board by resolution to call Board
          meetings remain unchanged.

     (2)  Notice of Business by Stockholders. For stockholders to properly bring
          business   before  an  annual  meeting  of   stockholders,   including
          nominations for director, in circumstances where an annual meeting was
          not held in the prior  year or if the  annual  meeting is called for a
          date that is more than  thirty (30) days from the  anniversary  of the
          prior year's annual  meeting,  notice must be received not less than a
          reasonable time, as determined by the Board of Directors, prior to the
          printing and mailing of the proxy materials for the applicable  annual
          meeting.  Previously,  the Bylaws provided that in the event a meeting
          was called for a date that was not within twenty-five (25) days before
          or after the  anniversary  date,  notice must have been  received  not
          later than the close of business on the tenth (10th) day following the
          day on which  notice of the date of the annual  meeting  was mailed or
          public disclosure of the annual meeting was made,  whichever  occurred
          first.  Previously,  the Bylaws did not  address  situations  in which
          annual meeting was not held in the prior year.


                                       3
<PAGE>

     (3)  Director  Emeritus.  The position of Director Emeritus was eliminated.
          No Director Emeritus was designated at the time of the amendment.

     (4)  Board  Committees.  The  provisions  setting  forth  committees of the
          Board,  requiring an Executive  Committee,  a Nominating and Corporate
          Governance Committee, a Compensation Committee and an Audit Committee,
          and  including  a list of  duties  of each  committee  and  membership
          requirements  were replaced with a general  provision  authorizing the
          Board of Directors to designate  such  committees  with such powers as
          the Board provides. The Company is required by New York Stock Exchange
          Listing  Requirements  to  have  and  does  have an  Audit  Committee,
          Nominating  and  Corporate   Governance   Committee  and  Compensation
          Committee,  the  responsibilities  of  which  are set  forth  in their
          respective  charters  adopted by the  Board.  The  Company  also has a
          Retirement Plan Committee.

     (5)  Independence  Requirements.  The  provisions  requiring  a majority of
          Directors  to  be  independent  and  setting  forth  the  independence
          requirements  have been  deleted.  The Company is required to and does
          comply  with  the  independence  requirements  of the New  York  Stock
          Exchange and Securities  and Exchange  Commission.  Accordingly,  such
          Bylaw provisions were unnecessary.

     (6)  Officers. The list of officers that the Board is required to elect has
          been modified.  The Chief Executive Officer has been empowered to fill
          officer vacancies (except in the position of Chief Executive Officer).
          Detailed  provisions  setting out the duties of the Company's officers
          have  been  deleted  to allow the Board of  Directors  flexibility  in
          setting the duties of the Company's officers.

     (7)  Uncertificated  Stock/Lost  Certificates.  Provisions  have been added
          clarifying that stock may be issued in uncertificated book-entry stock
          form and providing  procedures for transfers of uncertificated  stock.
          In addition,  provisions  regarding lost  certificate  procedures have
          been updated to include  procedures for the issuance of uncertificated
          stock in place of lost certificates.

     (8)  Dividends. The provision setting out what funds shall be used when the
          Board  declares  dividends has been replaced with a general  provision
          providing  that  the  Board  may  declare  dividends  subject  to  the
          restrictions contained in the Delaware General Corporation Law.

     (9)  Updating  of  Notice  Provisions.  Archaic  notice  methods  (such  as
          telegram and telex) have been deleted and modern notice  methods (such
          as  facsimile,  email and  other  electronic  transmission)  have been
          added.

Item 8.01   Other Events
            ------------

     On May 25, 2006, the Company announced that its Board of Directors declared
a regular  quarterly cash dividend of $0.25 per share,  payable on June 30, 2006
to holders  of record at the close of  business  on June 9, 2006.  A copy of the
Company's press release issued on May 25, 2006 announcing the declaration of the
dividend is filed herewith as Exhibit 99.3 and incorporated herein by reference.



                                       4
<PAGE>

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

         (d)   Exhibits

               99.1 Citizens   Communications  Company  Non-Employee  Directors'
                    Equity  Incentive  Plan  (attached  as  Appendix  B  to  the
                    Company's 2006 Proxy Statement, as filed with the Securities
                    and Exchange  Commission on April 17, 2006, and incorporated
                    herein by reference).

               99.2 Bylaws of Citizens Communications Company.

               99.3 Press Release of Citizens  Communications  Company  released
                    May 25, 2006.



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<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:  May 31, 2006                    By: /s/ Robert J. Larson
                                           _____________________________
                                           Robert J. Larson
                                           Senior Vice President and
                                           Chief Accounting Officer