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)
                                January 15, 1996



                           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 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)      Exhibits

         4.200.1  Indenture  dated as of  January  15,  1996,  between  Citizens
Utilities Company and Chemical Bank, as indenture trustee.

         4.200.2  First  Supplemental  Indenture  dated as of January 15,  1996,
between Citizens Utilities Company and Chemical Bank, as indenture trustee.

         4.200.3 5% Convertible  Subordinated  Debenture due 2036  (contained as
Exhibit A to Exhibit 4.200.2).

         4.200.4  Amended and Restated  Declaration of Trust dated as of January
15, 1996, of Citizens Utilities Trust.

         4.200.5  Convertible  Preferred  Security  Certificate   (contained  as
Exhibit A-1 to Exhibit 4.200.4).

         4.200.6 Amended and Restated Limited Partnership  Agreement dated as of
January 15, 1996 of Citizens Utilities Capital L.P.

         4.200.7 Partnership Preferred Security Certificate  (contained as Annex
A to Exhibit 4.200.6).

         4.200.8  Convertible Preferred Securities Guarantee Agreement dated as 
of January 15, 1996 between Citizens Utilities Company and Chemical Bank, as 
guarantee trustee.

         4.200.9  Partnership Preferred Securities Guarantee Agreement dated as
of January 15, 1996 between Citizens Utilities Company and Chemical Bank, as 
guarantee trustee.

         4.200.10  Letter of  Representations,  dated  January  18,  1996,  from
Citizens Utilities Company and Chemical Bank, as trustee, to DTC, for deposit of
Convertible Preferred Securities with DTC.










                                    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:  May 28, 1996                               By:/s/   Livingston E. Ross
                                                        ------------------------
                                                  Vice President and Controller