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 (date of earliest event reported):  March 3, 2005




                         CITIZENS COMMUNICATIONS COMPANY
             (Exact name of registrant as specified in its charter)


            Delaware                  001-11001              06-0619596
  (State or other jurisdiction       (Commission          (I.R.S. Employer
        of incorporation)            File Number)         Identification No.)

                                3 High Ridge Park
                           Stamford, Connecticut  06905
                    (Address of Principal Executive Offices)

                                 (203) 614-5600
               (Registrant's Telephone Number, Including Area Code)



                           No Change Since Last Report
                           ---------------------------
         (Former name or former address, if changed since last report)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))


ITEM 1.01 Entry into a Material Definitive Agreement
          ------------------------------------------

          On March 3, 2005, the Compensation Committee of the Board of Directors
          of  Citizens   Communications  Company  approved  bonus  payments  and
          restricted  stock awards to the Company's  Executive  Officers for the
          year ended  December  31,  2004.  The  following  table sets forth the
          incentive awards for the Executive Officers for 2004.


                                          
                                Citizens Incentive Plan  Restricted Stock Awards
          Name                         Cash Payout         Grant Date 3/15/05
          ----                   ----------------------  -----------------------

          WILDEROTTER,MARY A            $830,000                      -
          ELLIOTT,JERRY V               $650,000                 70,000
          CASEY III,JOHN H              $440,000                 50,000
          MCCARTHY,DANIEL               $206,250                 16,500
          MITTEN,L. R                   $110,990                      -
          DISTURCO,JEAN M               $ 82,500                 12,500
          LARSON,ROBERT                 $ 96,250                 18,500
          ARMOUR,DONALD B               $ 82,500                 11,000


          The  Compensation  Committee  also  changed  the annual  base  salary,
          effective April 1, 2005 for the following Executive Officers.

                                     New Base Salary 
          Name                       Effective 4/1/05
          ----                       ----------------

          MCCARTHY,DANIEL                $265,000
          DISTURCO,JEAN M                $160,000
          ARMOUR,DONALD B                $155,000

         
ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; 
          --------------------------------------------------------------------
          Appointment of Principal Officers
          ----------------------------------
 
          (b) On March 9, 2005,  Rudy Graf,  Chairman  of the Board of  Citizens
          Communications  Company,  notified the Company that he does not intend
          to stand for  re-election as director at the Company's  annual meeting
          in May 2005.

          (d) Effective March 7, 2005, two new members were elected to the Board
          of Directors of Citizens Communications Company, Larraine D. Segil and
          Myron A. Wick,  III.  Larraine  Segil was appointed as a member of the
          Retirement Plan Committee.

ITEM 9.01 Financial Statements and Exhibits
          ---------------------------------

          (c) Exhibits

          99.1 Press release of Citizens  Communications  Company released March
          10, 2005  announcing  the  election of two  directors  to the Board of
          Directors.





                                   SIGNATURE

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 thereunto duly authorized.

                         CITIZENS COMMUNICATIONS COMPANY
                                  (Registrant)


                         By: /s/ Jerry Elliott
                             --------------------------
                             Jerry Elliott
                             Executive Vice President and 
                             Chief Financial Officer

Date: March 10, 2005


                                                      Citizens Communications
                                                      3 High Ridge Park
                                                      Stamford, CT 06905
                                                      203.614.5600
                                                      Web site: www.czn.net
FOR IMMEDIATE RELEASE


Contacts:
Brigid Smith                        Michael Zarrella
Assistant Vice President            Vice President
Corporate Communications            Corporate Development
203.614.5042                        203.614.5179
bsmith@czn.com                      mzarrell@czn.com


                        CITIZENS COMMUNICATIONS ANNOUNCES
                 ELECTION OF TWO DIRECTORS TO BOARD OF DIRECTORS

Stamford,  Conn., March 10, 2005 - Citizens Communications (NYSE: CZN) announced
today that Larraine D. Segil and Myron A. Wick III were elected to the company's
Board of Directors effective March 7, 2005.

Ms. Segil is a Partner at Vantage Partners,  a consulting firm with expertise in
helping companies manage their critical business relationships. She is a regular
commentator on CNN, CNBC and Yahoo FinanceVision on alliances and mergers and is
a monthly correspondent for IT Malaysia and IT Singapore.

Formerly CEO of an aerospace materials  distribution  company,  Ms. Segil is the
co-founder  of The Lared  Group,  a Los  Angeles-based  international  marketing
consulting firm. She is also CEO of Larraine Segil Productions,  Inc., a virtual
corporation  whose  products  include  web-based  programs,   videos,  satellite
television,  and live  executive  education.  Ms.  Segil earned a JD degree from
Southwestern University and an MBA from Pepperdine University.

Myron A. "Mike" Wick III is a principal in Proactive Partners,  L.P., a merchant
banking fund  investing  in, and  providing  financial  services to, "micro cap"
public  companies.  Since  1989,  Mr.  Wick has  participated  as a founder  and
investment banker for StoryFirst Communications, Inc., and served as Chairman of
the Board from 1993  through  2003.  StoryFirst  is the largest  privately-owned
television and radio broadcast company in Russia.

In 1988, Mr. Wick co-founded McGettigan, Wick & Co., Inc., an investment banking
firm providing financial advice to small public and private companies.  In 1987,
he created three joint ventures:  Karo Bio in Sweden, Pac Bio in Australia,  and
Meta Bio with Pfizer in the U.S. for work with  diabetes  and obesity.  Prior to
this, he was COO of California  Biotechnology,  a publicly-traded  biotechnology
company.  Earlier,  he joined Bessemer Venture Partners,  a venture capital firm
investing in high-tech companies. From 1977 to 1983, he was CEO of Werner Erhard
and Associates,  a network of companies  offering  philosophical and educational
courses  and  programs.  From  1975 to  1977,  he was  President  and CEO of Cox
Hobbies,  Inc.,  a  wholly-owned   subsidiary  of  Leisure  Dynamics,   Inc.  of
Minneapolis.  Prior to this,  Mr.  Wick was the CFO and  Director  of  Corporate
Planning for Leisure Dynamics in New York and Minneapolis.

                                     -MORE-



Mr. Wick is a graduate of Yale College and the Harvard Business School and was a
Peace Corps  volunteer in Columbia.  He is currently a Director of Modtech Inc.,
StoryFirst  Communications,  Inc.,  MicroIslet,  and Tanager  Foundation.  He is
Chairman of the Hoffman  Institute and The Natural  Step.  From 1985 to 1996, he
was  Chairman of  Breakthrough  for Youth,  a  non-profit  organization  that is
dedicated to empowering  inner-city  youth. He was appointed by President George
H. Bush as a member of the Peace Corps Advisory Council from 1991 to 1993.

More  information  about  Citizens   Communications  Company  may  be  found  at
www.czn.net.



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