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:
                                 December 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 definitive agreement to
         purchase from GTE Corporation 106,850 telephone access lines in
         Illinois for $303 million in cash.  The Company expects that the
         acquisition, which is subject to various state and federal regulatory
         approvals, will close in late 2000, at which time the total access
         lines should number approximately 115,000.

Item 7.  Financial Statements, Exhibits.

         (c)      Exhibits

                  99.1  Press release of Citizens Utilities Company released
                        December 16, 1999 announcing a definitive agreement to
                        purchase 106,850 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/ Livingston Ross
                                           ----------------------------
                                           Vice President and
                                           Chief Accounting Officer



Date:    December 20, 1999