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 2, 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)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:

[ ] 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))


         
ITEM 2.02      Results of Operations and Financial Condition
               ---------------------------------------------

               On November 2, 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.

        
ITEM 9.01      Financial Statements and Exhibits
               ---------------------------------

                (c) Exhibits               

               99.1 Press release of Citizens  Communications  Company  released
               November 2, 2004 announcing 2004 Third Quarter Results.





                                   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
                             Executive Vice President and 
                             Chief Financial Officer

Date: November 2, 2004

  

                                                        Exhibit 99.1


                                                 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
                           2004 Third-Quarter Results

Stamford,  Conn., November 2, 2004 -- Citizens  Communications  (NYSE:CZN) today
reported   third-quarter   2004   consolidated   revenues  of  $545.4   million;
consolidated operating income of $72 million; and consolidated net loss of $11.3
million.  Consolidated  operating  income and net loss reflect  $75.9 million of
pre-tax expense related primarily to management succession as well as our review
of financial and strategic alternatives, and consolidated net loss also reflects
$20.1 million of pre-tax  expense  related to the early  retirement of debt. The
company's effective income tax rate for the first nine months of 2004 was 21.5%.

Third-quarter  2004  revenue  from the  company's  ILEC  operations  was  $506.2
million,  compared to $511.6  million in the third quarter of 2003. The decrease
is due  primarily to lower access  services  revenues,  loss of access lines and
reduced  long-distance   revenue.  These  decreases  were  partially  offset  by
continued increases in data and enhanced service revenues. Data service revenues
increased 31% compared to the third quarter of 2003.

Average  revenue per month per average  number of access  lines  increased 1% to
$71.68 in the third quarter of 2004 from $70.70 in the year-ago period.

The  company's  revenue  generating  units  (which  consist of access  lines and
high-speed data subscribers) increased 1% from a year ago as the company added a
record 23,300 high-speed  internet  customers during the quarter and had 187,500
high speed data subscribers at September 30, 2004. The number of high-speed data
subscribers  has increased by 77% from a year ago. The company's  primary access
line count,  which does not take into  account  high-speed  data  subscriptions,
decreased 16,300 lines during the quarter.

ILEC  operating  income  for the third  quarter  of 2004 was $71.2  million  and
operating  income margin was 14.1 % including the effect of the expenses related
to management succession and our review of financial and strategic alternatives.


                                    --MORE --


Capital  expenditures  for the ILEC were $66  million  for the third  quarter of
2004, compared to $67 million in the year-ago period.

Free cash flow  increased  22% to $131 million  during the third quarter of 2004
and has  increased 3% to $377.4  million for the first nine months of 2004.  The
company's  quarterly  dividend  represents a payout of 63% of third quarter 2004
Free Cash Flow.

In the third quarter of 2004 we retired $414 million of debt using cash on hand.
We expect to save  approximately  $28 million per year in interest  expense as a
result of the retirements  that occurred  during the third quarter.  The company
has retired a total of $513.8 million of debt during 2004.

In  October  2004 the  company  entered  into a $250  million  revolving  credit
facility  that matures in 2009.  This facility  replaces the company's  previous
credit facility, which was scheduled to expire in 2006.

The company's next quarterly  dividend of $0.25 per common share will be paid in
cash on December 31, 2004 to shareholders of record on December 10, 2004.

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

The company believes that presentation of 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.


                                    --MORE --


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 (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





                         Citizens Communications Company
                           Consolidated Financial Data
                                   (unaudited)

                                                      For the quarter ended                 For the nine months ended
                                                            September 30,                          September 30,                  
                                                     -------------------------      %      -----------------------------     %
(Amounts in thousands - except per-share amounts)       2004          2003       Change        2004            2003        Change
                                                     ------------------------------------  ----------------------------------------

Income Statement Data (1)
                                                                                                             
  Revenue                                              $545,393     $ 595,037        -8%     $ 1,647,952    $ 1,890,853       -13%
  Cost of services (exclusive of depreciation and 
    amortization)                                        51,273        85,869       -40%         156,632        312,625       -50%
  Other operating expenses                              203,313       220,300        -8%         624,090        682,870        -9%
  Management succession and strategic alternatives 
    expenses (2)                                         75,858             -       100%          90,632              -       100%
  Restricted stock based compensation                     1,615          (166)     1073%           7,013          5,720        23%
  Depreciation and amortization                         141,380       151,878        -7%         429,650        440,785        -3%
  Reserve for telecommunications bankruptcies                 -             -          -               -          2,260      -100%
  Restructuring and other expenses                            -             -          -               -          9,950      -100%
  Loss on impairment                                          -         4,000      -100%               -          4,000      -100%
  Operating income                                       71,954       133,156       -46%         339,935        432,643       -21%
  Investment and other income (loss), net               (13,651)      (24,277)       44%          16,856         55,132       -69%
  Interest expense (includes dividends on preferred 
    securities)                                          90,864       104,677       -13%         286,298        323,494       -11%
  Income tax expense (benefit)                          (21,271)       (7,210)      195%          15,123         57,150       -74%
Cumulative effect of change in accounting principle (3)       -             -          -               -         65,769      -100%
Net income (loss) available to common shareholders      (11,290)       11,412      -199%          55,370        172,900       -68%

Weighted average shares outstanding                     309,732       282,838        10%         294,455        282,217         4%

Net income (loss) available to common shareholders (4) $ (0.04)     $    0.04      -200%     $      0.19    $      0.61       -69%

Other Financial Data
Total capital expenditures                             $ 67,876     $  76,056       -11%     $   201,310    $   191,658         5%
Free cash flow (5)                                      130,997       106,953        22%         377,426        365,571         3%



(1)  Our Vermont  distribution  facilities  were sold on April 1, 2004.  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
     transmission  facilities  were sold on December 1, 2003. The sales of these
     properties affect the comparability of data presented.
(2)  Includes $36,618 related to stock based compensation  expense for the three
     and nine months ended September 30, 2004.
(3)  Represents the effect of adoption of SFAS No. 143, net of tax.
(4)  Calculated based on weighted average shares outstanding.
(5)  Free cash flow excludes the charge for management  succession and strategic
     alternatives expenses. A reconciliation to the most comparable GAAP measure
     is presented at the end of these tables.




                         Citizens Communications Company
                          Financial and Operating Data
                                   (unaudited)

                                                         For the quarter ended                For the nine months ended
                                                              September 30,                         September 30,                  
                                                       --------------------------      %      ---------------------------     %
(Amounts in thousands, except operating data)             2004           2003       Change       2004           2003        Change
                                                       -------------------------------------  --------------------------------------

TELECOMMUNICATIONS
Select Income Statement Data
Revenue
                                                                                                               
     Access services                                    $ 157,692      $ 167,321        -6%    $ 474,399       $ 503,517        -6%
     Local services                                       214,299        216,349        -1%      640,458         644,511        -1%
     Long distance services                                46,089         48,654        -5%      138,966         151,677        -8%
     Data services                                         35,913         27,491        31%      101,211          78,638        29%
     Directory services                                    27,312         26,817         2%       82,987          80,596         3%
     Other                                                 24,878         24,942         0%       82,919          76,397         9%
        ILEC revenue                                      506,183        511,574        -1%    1,520,940       1,535,336        -1%
     Electric Lightwave                                    39,210         40,416        -3%      117,277         125,228        -6%
Total revenue                                             545,393        551,990        -1%    1,638,217       1,660,564        -1%

Expenses
     Network access expense                                51,273         57,133       -10%      151,109         171,816       -12%
     Other operating expenses                             203,302        205,411        -1%      617,546         620,922        -1%
     Management succession and strategic alternatives 
       expenses (1)                                        75,858              -       100%       90,632               -       100%
     Restricted stock based compensation                    1,615            (12)         -        7,013           5,637        24%
     Depreciation and amortization                        141,380        151,878        -7%      429,650         440,785        -3%
     Reserve for telecommunications bankruptcies                -              -          -            -           2,260      -100%
     Restructuring and other expenses                           -              -          -            -           9,950      -100%
Total expenses                                            473,428        414,410        14%    1,295,950       1,251,370         4%

Operating Income
     ILEC                                               $  71,191      $ 133,807       -47%    $ 337,146       $ 402,536       -16%
     ELI                                                      774          3,773       -79%        5,121           6,658       -23%

Other Financial and Operating Data
     ILEC capital expenditures                          $  65,960      $  66,968        -2%    $ 192,491       $ 161,260        19%
     ELI capital expenditures                               1,907          3,113       -39%        8,066           6,514        24%
     ILEC depreciation and amortization                   135,259        146,261        -8%      411,749         422,990        -3%
     ELI depreciation and amortization                      6,121          5,617         9%       17,901          17,795         1%


     ILEC access lines                                  2,346,018      2,404,188        -2%    2,346,018       2,404,188        -2%
     DSL subscribers                                      187,463        105,613        77%      187,463         105,613        77%
     ILEC switched access minutes of use (in millions)      2,973          3,009        -1%        8,890           9,037        -2%
     ILEC average monthly revenue per average line      $   71.68      $   70.70         1%    $   71.43       $   70.38         1%

(1)  See footnote (2) on first page.






                         Citizens Communications Company
                          Financial and Operating Data
                                   (unaudited)

                                           For the quarter ended                           For the nine months ended
                                               September 30,                                   September 30,                       
                                          ----------------------------      %           -------------------------------      %
(Amounts in thousands)                       2004             2003        Change            2004              2003         Change
                                          -----------------------------------------     --------------------------------------------
 GAS AND ELECTRIC SECTORS (1)

Select Income Statement Data
                                                                                                           
Revenue                                        $ -        $ 43,047        -100%           $ 9,735         $ 230,289         -96%
Gas, electric energy and fuel oil purchased      -          28,736        -100%             5,523           140,809         -96%
Other operating expenses (2)                    11          14,889        -100%             6,544            61,948         -89%
Restricted stock based compensation              -            (154)       -100%                 -                83        -100%
Loss on impairment                               -           4,000        -100%                 -             4,000        -100%
Operating income (loss)                        (11)         (4,424)       -100%            (2,332)           23,449        -110%

Other Financial Data
Capital expenditures                             -           5,927        -100%               573            23,364         -98%



(1)  See footnote (1) on first page.
(2)  2004 quarterly data consists principally of post-sale activities associated
     with the completion of our utility divestiture  program.  These costs could
     not be accrued as a selling cost at the time of sale. The Company  believes
     it  has  an  adequate   provision   for  its   remaining   post-divestiture
     liabilities. We do not anticipate any material future costs associated with
     these activities.






                         Citizens Communications Company
                    Condensed Consolidated Balance Sheet Data
                                   (unaudited)

(Amounts in thousands)
                                                            September 30, 2004     December 31, 2003
                                                           ---------------------  --------------------
                               ASSETS
                               ------
Current assets:
                                                                                          
    Cash and cash equivalents                                       $   199,027           $   583,671
    Accounts receivable and other current assets                        266,100               294,636
    Assets held for sale                                                      -                23,130
                                                           ---------------------  --------------------
      Total current assets                                              465,127               901,437

Property, plant and equipment, net                                    3,375,980             3,525,640

Other long-term assets                                                3,156,423             3,267,212
                                                           ---------------------  --------------------
           Total assets                                             $ 6,997,530           $ 7,694,289
                                                           =====================  ====================

                       LIABILITIES AND EQUITY
                       ----------------------
Current liabilities:
    Long-term debt due within one year                                  $ 6,366              $ 88,002
    Accounts payable and other current liabilities                      441,573               489,624
    Liabilities related to assets held for sale                               -                11,128
                                                           ---------------------  --------------------
      Total current liabilities                                         447,939               588,754

Deferred income taxes and other liabilities                             841,030               833,473
Equity units                                                                  -               460,000
Long-term debt (1)                                                    4,324,817             4,195,629
Mandatorily Redeemable Convertible Preferred Securities (1)                   -               201,250
Shareholders' equity                                                  1,383,744             1,415,183
                                                           ---------------------  --------------------
           Total liabilities and equity                             $ 6,997,530           $ 7,694,289
                                                           =====================  ====================



(1)  In accordance with FASB  Interpretaion No. 46R, the Mandatorily  Redeemable
     Convertible  Preferred  Securities are classified as debt effective January
     1, 2004.





                    Citizens Communications Company
                 Condensed Consolidated Cash Flow Data
                              (unaudited)

(Amounts in thousands)
                                                                        For the nine months ended September 30,
                                                                        ---------------------------------------
                                                                              2004                 2003
                                                                        ------------------   ------------------

                                                                                                       
Income before cumulative effect of change in accounting principle            $     55,370            $ 107,131  
Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation and amortization expense                                        429,650              440,785
     Gain on expiration/settlement of customer advances                           (25,345)              (6,165)
     Gain on capital lease termination/restucturing                                     -              (65,724)
     Stock based compensation expense                                              43,631                5,720
     Loss on extinguishment of debt                                                20,368               10,704
     Loss on impairment                                                                 -                4,000
     Other                                                                         14,660               78,726
                                                                        ------------------   ------------------
Net cash provided by continuing operating activities                              538,334              575,177

Cash flows from investing activities:
     Proceeds from sales of assets, net of selling expenses                        59,045              380,735
     Capital expenditures                                                        (201,310)            (191,658)
     Other                                                                        (26,715)                (770)
                                                                        ------------------   ------------------
Net cash used by investing activities                                            (168,980)             188,307

Cash flows from financing activities:
     Dividends paid                                                              (747,937)                   -
     Long-term debt payments                                                     (513,798)            (551,425)
     Premiums paid to retire debt                                                 (20,368)             (10,704)
     Issuance of common stock                                                     530,197               10,357
     Other                                                                         (2,092)              (7,765)
                                                                        ------------------   ------------------
Net cash used by financing activities                                            (753,998)            (559,537)

Increase (decrease) in cash and cash equivalents                                 (384,644)             203,947
Cash and cash equivalents at January 1,                                           583,671              393,177
                                                                        ------------------   ------------------

Cash and cash equivalents at September 30,                                   $    199,027            $ 597,124
                                                                        ==================   ==================






                                                                                                                   Schedule A

Reconciliation of Non-GAAP Financial Measures
                                                                     For the quarter ended              For the nine months ended 
                                                                           September 30,                       September 30,
                                                               -------------------------------       -----------------------------
(Amounts in thousands)                                               2004             2003                2004             2003
                                                               --------------   --------------       ---------------   -----------
 
Net Income (Loss) Available to Common Shareholders to
-----------------------------------------------------
   Free Cash Flow; Net Cash Provided by Operating Activities
   ---------------------------------------------------------

                                                                                                                  
Net income (loss) available to common shareholders                $ (11,290)       $  11,412           $  55,370        $ 172,900

 Add back:
    Depreciation and amortization                                   141,380          151,878             429,650          440,785

   Income tax expense (benefit)                                     (21,271)          (7,210)             15,123           57,150

   Management succession and strategic alternatives expenses         75,858                -              90,632                -

   Restricted stock based compensation                                1,615             (166)              7,013            5,720

   Loss on impairment                                                     -            4,000                   -            4,000

Subtract:
   Cash paid for income taxes                                         1,070            1,182               2,196            2,425

   Investment and other income (loss), net                          (13,651)         (24,277)             16,856           55,132

   Cumulative effect of change in accounting principle                    -                -                   -           65,769

   Capital expenditures                                              67,876           76,056             201,310          191,658

                                                              --------------    -------------       -------------     ------------
Free cash flow                                                      130,997          106,953             377,426          365,571

 Add back:
    Deferred income taxes                                           (20,484)         (13,103)             15,123           91,488

    Other non-cash adjustments                                       54,155           33,203              37,738          (43,803)

    Investment and other income (loss), net                         (13,651)         (24,277)             16,856           55,132

    Cash paid for income taxes                                        1,070            1,182               2,196            2,425

    Capital expenditures                                             67,876           76,056             201,310          191,658

Subtract:
    Changes in current assets and liabilities                        (9,918)         (44,027)               (453)          24,424

    Income tax expense (benefit)                                    (21,271)          (7,210)             15,123           57,150

    Management succession and strategic alternatives expenses        75,858                -              90,632                -

    Restricted stock based compensation                               1,615             (166)              7,013            5,720

                                                              --------------    -------------       -------------     ------------
Net cash provided by operating activities                         $ 173,679        $ 231,417           $ 538,334        $ 575,177
                                                              ==============    =============       =============     ============