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): November 1, 2002




                         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.

          Citizens  Communications today announced the completion of the sale of
          its Kauai Electric division to the Kauai Island Utility Cooperative.


<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
                             Vice President and Chief Accounting Officer

Date: November 5, 2002


<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 Completes
                     Sale of Kauai Electric for $215 Million

Stamford,  Conn.,  Nov.  1, 2002 -  Citizens  Communications  (NYSE:  CZN) today
announced the completion of the sale of its Kauai Electric division to the Kauai
Island  Utility  Cooperative.  The  purchase  price  was $215  million  in cash.
Citizens  Communications  will  apply  the net  proceeds  from the sale of Kauai
Electric to its on-going  program of debt reduction.  Through Sept. 30, Citizens
had retired approximately $718 million of its debt during 2002.

About Citizens Communications
Citizens  Communications provides  telecommunications  services to approximately
2.5 million customers in 24 states. 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  because  of, but not  limited to,
changes in local and  national  economies,  the state of the  telecommunications
industry,  changes  in market  conditions  for debt and equity  securities,  the
nature  and pace of  technological  changes,  the number  and  effectiveness  of
competitors in the company's  markets,  success in overall strategy,  changes in
legal or  regulatory  policy,  changes in  legislation,  the mix of products and
services  offered in the  company's  markets,  the effects of  acquisitions  and
dispositions and the ability to effectively integrate businesses acquired. These
important  factors  should be considered in evaluating  any statement  contained
herein and/or made by the company or on its behalf.  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.


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