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): May 3, 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 2.02 Results of Operations and Financial Condition
          ---------------------------------------------

          On May 3,  2006,  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.


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

         (d)   Exhibits

          99.1 Press release of Citizens  Communications Company released May 3,
          2006 announcing the 2006 1st Quarter Results.






<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 3, 2006          By:   /s/ Donald R. Shassian
                                  --------------------------
                                  Donald R. Shassian
                                  Chief Financial Officer