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:
                                 July 11, 1997
                                 ---------------
                       (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.)



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 address, if changed since last report)





Item 5.  Other Events
         ------------
                  Citizens Utilities Company announced today that the company 
has taken several actions intended to both improve earnings by year-end 1997 
and slow the pace of its telecommunications expansion.  These actions include 
a restructuring expected to reduce operating expenses by at least $70 million
annually, a second quarter 1997 pre-tax charge of approximately $185 million
and a reduction of at least $175 million to the company's 1997 capital 
expenditure program.  Additional actions to further reduce operating expenses
will be taken before the end of 1997.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
         -------------------------------------------------------------------    
         (c)      Exhibits

                  99    Press release of Citizens Utilities Company released 
                        July 11, 1997.








                                                          






                                   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/ Livingston E. Ross
                               -----------------------------  
                               Vice President and Controller



Date:    July 11, 1997