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:
                                 April 13, 2000
                         (Date of earliest event reported)




                           CITIZENS UTILITIES COMPANY
               (Exact name of Registrant as specified in charter)



          Delaware                    001-11001              06-0619596
(State or other jurisdiction   (Commission File Number)   (IRS Employer
      of incorporation)                                   Identification No.)



3 High Ridge Park, P.O. Box 3801, Stamford, Connecticut        06905
- -------------------------------------------------------        -----
(Address of principal executive offices)                   (Zip Code)



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


                           No change since last report
             (Former name or address, if changed since last report)




Item 5.  Other Events.
         Citizens Utilities Company has agreed to sell Louisiana Gas Service
         Company and LGS Natural Gas Company, which operate properties in
         Louisiana, to Atmos Energy Corporation for $375 million plus the
         assumption of certain liabilities.  The transaction, which is subject
         to regulatory approvals, is expected to close within twelve months.

Item 7.  Financial Statements, Exhibits.

         (c)      Exhibits

                  99.1  Press release of Citizens Utilities Company released
                        April 13, 2000 announcing that it will sell its
                        Louisiana gas operations.





                                   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 UTILITIES COMPANY
                                      Registrant




                                      By:/s/ Robert J. DeSantis
                                      ------------------------------------------
                                      Vice President and Chief Financial Officer





Date:    April 14, 2000