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:
                                  May 15, 2001
                                 ---------------
                        (Date of earliest event reported)



                         CITIZENS COMMUNICATIONS 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 former address, if changed since last report)





Item 5.   Other Events

          Citizens  Communications  Company  announced  on May 15,  2001 that it
          intends to sell up to $1 billion in Senior Unsecured Debt.


Item 7.  Financial Statements

         (c)  Exhibits

         99.1 Press Release of Citizens Communications Company released
              May 15, 2001






                                                     Citizens Communications
                                                     3 High Ridge Park
                                                     Stamford, CT 06905
                                                     203.614.5600
                                                     Web site: www.czn.net

FOR IMMEDIATE RELEASE


Contact:
Brigid Smith
Assistant Vice President,
Corporate Communications
203.614.5042
bsmith@czn.com

                  Citizens Communications Intends to Sell Up to
                       $1 Billion in Senior Unsecured Debt

Stamford,  Conn., May 15, 2001-- Citizens  Communications  (NYSE:CZN)  announced
today that it  intends  to sell  publicly,  through  underwriters  led by Morgan
Stanley Dean Witter,  up to $1 billion in senior  unsecured debt with maturities
to be determined. The company believes that the transaction will be completed in
the near term. The securities are being offered  pursuant to the company's shelf
registration  statement that became  effective on May 9, 2001.  The  preliminary
prospectus is being made available concurrently with this offering.

About Citizens Communications
- -----------------------------
Citizens  Communications  serves 1.4  million  access  lines in 17 states and is
acquiring an additional  1.7 million  access lines.  Citizens owns 85 percent of
Electric  Lightwave,   Inc.   (NASDAQ:ELIX),   a  facilities-based,   integrated
communications   provider   that   offers   a  broad   range  of   services   to
telecommunications-intensive  businesses  throughout  the  United  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 the local and overall economy,  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
company's  ability to identify future markets and  successfully  expand existing
ones, the mix of products and services  offered in the company's target 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.





                                    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: May 16, 2001