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) 
                                June 1, 1995



                         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.)



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



                               (203) 329-8800
            (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 November 29, 1994, Citizens Utilities Company and ALLTEL Corporation
announced they have entered into definitive agreements for Citizens to
purchase approximately 109,000 telephone access lines, and cable television
systems serving 7,000 subscribers, in eight states for an aggregate
transaction value of approximately $290 million.

Listed under Item 7 are Financial Statements of certain businesses expected
to be acquired for the periods indicated.

Item 7.   Financial Statements of Businesses to be Acquired and Exhibits.

(a)   Financial Statements of businesses to be acquired.

- -     Navajo Communications Company, Inc., for each of the two years ended 
      December 31, 1994. 

- -     ALLTEL Nevada, Inc., for each of the two years ended December 31, 1994.

- -     Mountain State Telephone Company, for each of the two years ended
      December 31, 1994.

(c) Exhibits

23  Consent of Arthur Andersen LLP


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 UTILITIES COMPANY
                                                                    
(Registrant)




Date:  June 1, 1995                           By:/s/   Livingston E. Ross  
                                                       Vice President and  
                                                       Controller