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):  April 1, 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)




ITEM 5.   Other Events
          ------------
          On April  1,  2004,  Citizens  Communications  Company  issued a press
          release.  A copy of the press  release is  attached  hereto as Exhibit
          99.2.






                                   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
                             Senior Vice President and Chief Accounting Officer

Date: April 14, 2004


                                                        Exhibit 99.2


                                                     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 Final Utility Sale

Stamford,  Conn.,  April 1, 2004 --  Citizens  Communications  (NYSE:CZN)  today
announced the  completion  of the sales of its Vermont  Electric  division.  The
total  proceeds  from  these  sales,  including  the  proceeds  from the sale of
Citizens'  Vermont electric  transmission  assets on December 2, 2003 were $21.4
million in cash, subject to post closing adjustments under the agreements.  With
the closing of these  sales,  Citizens  has  completed  its utility  divestiture
program,  generating  $1.9  billion of  proceeds,  which  exceeds the  company's
original estimate of $1.8 billion.

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.


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