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 27, 1999
                         (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 entered into definitive agreements to
         purchase from GTE Corporation 187,000 (year-end 1998) telephone access
         lines in Arizona, California and Minnesota for $664 million in cash.
         The Company expects that the acquisition, which is subject to various
         state and regulatory approvals will be completed in 2000, at
         which time the total access lines should number approximately 200,000.
         Permanent funding of the acquisition will come from the sale or other
         disposition of certain of the Company's public services properties.


Item 7.  Financial Statements, Exhibits.

         (c)      Exhibits

                  99.1  Press release of Citizens Utilities Company released
                        May 27, 1999 announcing definitive agreements to
                        purchase 187,000 telephone access lines from GTE
                        Corporation.









                                   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
                                           ----------------------------
                                           Chief Financial Officer,
                                           Vice President and Treasurer




Date:    May 28, 1999