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:
                                 June 16, 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 a series of definitive
         agreements with U S West Communications, Inc., a wholly owned
         subsidiary of U S West to purchase local-exchange telephone properties
         serving approximately 530,000 telephone access lines in nine states for
         $1.65 billion in cash.  The transaction involves certain U S West local
         -exchange properties in Arizona, Colorado, Idaho, Iowa, Minnesota,
         Montana, Nebraska, North Dakota and Wyoming.  The transaction does not
         include the sale of U S West Dex directories serving these properties.
         Approval of the sale is subject to review by federal and state
         regulatory agencies.  The transfer of ownership, which will occur on a
         state-by-state basis, is expected to be completed in 2000.  Citizens
         expects to temporarily fund the transaction with either cash and
         investment balances and bank credit facilities. Permanent funding of
         these access line purchases will come from the sale or other
         disposition of Citizens' public services properties.

Item 7.  Financial Statements, Exhibits.

         (c)      Exhibits

                  99.1  Press release of Citizens Utilities Company released
                        June 16, 1999 announcing a series of definitive
                        agreements to purchase 530,000 telephone access lines
                        from U S West.









                                   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:    June 17, 1999