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:
                                October 18, 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 has agreed to sell its water and wastewater
         operations, Citizens Water Resources, to American Water Works Inc.
         for an aggregate purchase price of $835 million consisting of $745
         million in cash and $90 million of assumed debt. The transaction is
         expected to close in mid-year 2000 following regulatory approvals.

Item 7.  Financial Statements, Exhibits.

         (c)      Exhibits

                  99.1  Press release of Citizens Utilities Company released
                        October 18, 1999 announcing that it has agreed to sell
                        its water and wastewater operations, Citizens Water
                        Resources to American Water Works Inc.





                                   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:    October 18, 1999