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 8, 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 2.02      Results of Operations and Financial Condition
               ---------------------------------------------

               On March 8, 2005,  Citizens  Communications  Company  issued a
               press release.  A copy of the press release is attached hereto as
               Exhibit 99.1.

               The information in this Form 8-K and the Exhibits attached hereto
               shall not be deemed  "filed"  for  purposes  of Section 18 of the
               Securities  and  Exchange  Act of 1934  (the  "Exchange  Act") or
               otherwise  subject to the liabilities of that section,  nor shall
               it be deemed  incorporated  by  reference in any filing under the
               Securities  Act of 1933 or the Exchange Act,  except as expressly
               set forth by specific reference in such a filing.

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

                (c) Exhibits               

               99.1 Press release of Citizens  Communications  Company  released
               March 8, 2005 announcing 2004 Fourth Quarter Results.





                                   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 8, 2005

  

                                                        Exhibit 99.1


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

FOR IMMEDIATE RELEASE

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

 
                         Citizens Communications Reports
                2004 Fourth-Quarter Results and Declares Dividend

Stamford,  Conn.,  March 8, 2005 --  Citizens  Communications  (NYSE:CZN)  today
reported fourth-quarter 2004 consolidated revenues of $545 million, consolidated
operating  income  of  $144.4  million,  and  consolidated  net  income of $16.8
million.  Consolidated  net income  reflects  $50.3  million of pre-tax  expense
related to the early retirement of debt. The company's effective income tax rate
for 2004 was 15.6 percent.

Fourth-quarter  2004  revenue  from the  company's  ILEC  operations  was $506.3
million,  an  increase  from  $505.6  million  in the  fourth  quarter  of 2003.
Increases in data and enhanced  service  revenues  more than offset lower access
services revenues,  reduced long distance revenue and loss of access lines. Data
service revenues increased 28 percent compared to the fourth quarter of 2003.

The  company's  revenue  generating  units  (which  consists of access lines and
high-speed  Internet  subscribers)  increased  1 percent  from a year ago as the
company added a record 24,800 high-speed  Internet  customers during the quarter
and had 212,300  high-speed data subscribers at December 31, 2004. The number of
the company's high-speed Internet subscribers has increased by 76 percent from a
year ago.  The  company's  access line count,  which does not take into  account
high-speed Internet subscribers, decreased 25,200 lines during the quarter.

ILEC  operating  income for the fourth  quarter of 2004 was $139.9  million  and
operating  income margin was 27.6 percent,  compared to $134.7  million and 26.6
percent in the fourth quarter of 2003.  Capital  expenditures  for the ILEC were
$71.8 million for the fourth  quarter of 2004,  compared to $82.8 million in the
year-ago period.

Free Cash flow  increased 13 percent to $127.9 million during the fourth quarter
of 2004 and  increased  6  percent  to $505.9  million  for the full  year.  The
company's quarterly dividend represents a payout of 66 percent of 2004 Free Cash
Flow.

During 2004 the company  retired or  refinanced  more than $1.2 billion of debt.
The company  expects to save  approximately  $60.4  million per year in interest
expense as a result of these transactions. 

                                   --MORE --



The company's next quarterly  dividend of $0.25 per common share will be paid in
cash on March 31, 2005 to  shareholders of record on March 18, 2005. The company
expects that all of the dividends paid to  stockholders  in 2005 will be treated
as dividends for federal  income tax purposes.  Shareholders  are  encouraged to
consult with their tax advisors.

The  company  uses  certain  non-GAAP   financial  measures  in  evaluating  its
performance.  These include free cash flow. A reconciliation  of the differences
between free cash flow and the most comparable  financial measure calculated and
presented in  accordance  with GAAP is included in the tables that  follow.  The
non-GAAP  financial  measures  are  by  definition  not  measures  of  financial
performance  under  Generally  Accepted   Accounting   Principles  and  are  not
alternatives  to operating  income or net income  reflected in the  statement of
operations  or to cash flow as reflected in the  statement of cash flows and are
not  necessarily  indicative of cash available to fund all cash flow needs.  The
non-GAAP  financial  measures  used  by the  company  may not be  comparable  to
similarly titled measures of other companies.

The company believes that presentation of non-GAAP  financial  measures provides
useful information to investors  regarding the company's financial condition and
results of operations  because these  measures,  when used in  conjunction  with
related GAAP financial measures,  (i) together provide a more comprehensive view
of the company's core operations and ability to generate cash flow, (ii) provide
investors with the financial  analytical  framework upon which  management bases
financial,  operational,  compensation and planning decisions and (iii) presents
measurements that investors and rating agencies have indicated to management are
useful  to  them  in  assessing  the  company  and its  results  of  operations.
Management  uses these  non-GAAP  financial  measures  to plan and  measure  the
performance of its core  operations and its divisions  measure  performance  and
report to  management  based upon  these  measures.  In  addition,  the  company
believes that free cash flow, as the company defines it, can assist in comparing
performance from period to period, without taking into account factors affecting
cash flow reflected in the statement of cash flows, including changes in working
capital and the timing of purchases and payments.

Management uses these non-GAAP financial measures to (i) assist in analyzing the
company's underlying financial  performance from period to period, (ii) evaluate
the  financial  performance  of its business  units,  (iii) analyze and evaluate
strategic and operational  decisions,  (iv) establish  criteria for compensation
decisions;  and (v) assist  management in understanding the company's ability to
generate cash flow and, as a result,  to plan for future capital and operational
decisions. Management uses these non-GAAP financial measures in conjunction with
related  GAAP  financial  measures.  The  company  believes  that  the  non-GAAP
financial measures are meaningful and useful for the reasons outlined above.

While the company  utilizes  these non-GAAP  financial  measures in managing and
analyzing its business and  financial  condition and believes they are useful to
management  and to investors for the reasons  described  above,  these  non-GAAP
financial measures have certain shortcomings. In particular, free cash flow does
not represent the residual cash flow available for  discretionary  expenditures,
since items such as debt  repayments  and  dividends  are not deducted from such
measure.  Management  compensates  for the  shortcomings  of these  measures  by
utilizing them in conjunction with their comparable GAAP financial measures. The
information  in this  press  release  should  be read in  conjunction  with  the
financial  statements and footnotes  contained in our documents to be filed with
the U.S. Securities and Exchange Commission. --MORE --

About Citizens Communications
More information about Citizens can be found at www.czn.net.


This document contains forward-looking  statements that are subject to risks and
uncertainties  that could cause actual results to differ  materially  from those
expressed or implied in the statements. These and all forward-looking statements
(including oral  representations)  are only predictions or statements of current
plans that are  constantly  under  review by the  company.  All  forward-looking
statements may differ from actual results.  The foregoing  information should be
read in  conjunction  with the company's  filings with the U.S.  Securities  and
Exchange  Commission  including,  but not limited to,  reports on Forms 10-K and
10-Q.  The  company  does not intend to update or revise  these  forward-looking
statements to reflect the occurrence of future events or circumstances.


                                       ###

Tables to follow




                         Citizens Communications Company
                           Consolidated Financial Data
                                   (unaudited)

                                                        For the quarter ended                   For the year ended
                                                              December 31,                          December 31,                    
                                                      --------------------------     %      ----------------------------    %
 (Amounts in thousands - except per-share amounts)        2004           2003     Change        2004            2003      Change
                                                      -----------------------------------   ------------------------------------

Income Statement Data (1)
                                                                                                           
  Revenue                                              $ 545,028      $ 554,085      -2%     $2,192,980      $2,444,938     -10%
  Cost of services (exclusive of depreciation and 
   amortization)                                          48,534         57,064     -15%        205,166         369,689     -45%
  Other operating expenses                               207,401        210,066      -1%        831,491         893,199      -7%
  Management succession and strategic alternatives 
   expenses (2)                                                -              -        -         90,632               -     100%
  Restricted stock based compensation                      1,682          2,832     -41%          8,695           8,552       2%
  Depreciation and amortization                          143,060        154,491      -7%        572,710         595,276      -4%
  Reserve for telecommunications bankruptcies                  -         (6,637)    100%              -          (4,377)    100%
  Restructuring and other expenses                             -              -        -              -           9,687    -100%
  Loss on impairment                                           -         11,300    -100%              -          15,300    -100%
  Operating income                                       144,351        124,969      16%        484,286         557,612     -13%
  Investment and other income (loss), net                (36,589)          (711)       -        (19,733)         54,421    -136%
  Interest expense (includes dividends on preferred 
   securities)                                            92,726         99,240      -7%        379,024         422,734     -10%
  Income tax expense (benefit)                            (1,744)        10,066    -117%         13,379          67,216     -80%
Cumulative effect of change in accounting principle (3)        -              -        -              -          65,769    -100%
Net income attributable to common shareholders            16,780         14,952      12%         72,150         187,852     -62%

Weighted average shares outstanding                      335,143        283,095      18%        303,989         282,434       8%

Net income attributable to common shareholders (4)        $ 0.05         $ 0.05       0%         $ 0.24          $ 0.67     -64%

Other Financial Data
Total capital expenditures                             $  75,611      $  86,357     -12%     $  276,348      $  278,015      -1%
Free cash flow (5)                                       127,853        112,952      13%        505,852         478,523       6%


(1)  Our Vermont  distribution  facilities  were sold on April 1, 2004.  The Gas
     Company in Hawaii  division was sold on August 8, 2003, our Arizona gas and
     electric   divisions   were  sold  on  August  11,  2003  and  our  Vermont
     transmission  facilities  were sold on December 1, 2003. The sales of these
     properties affect the comparability of data presented.
(2)  Includes $36,618 related to stock based compensation expense for the twelve
     months ended December 31, 2004.
(3)  Represents the effect of adoption of SFAS No. 143, net of tax.
(4)  Calculated based on weighted average shares outstanding.
(5)  Free cash flow excludes the charge for management  succession and strategic
     alternatives expenses. A reconciliation to the most comparable GAAP measure
     is presented at the end of these tables.





                         Citizens Communications Company
                          Financial and Operating Data
                                   (unaudited)

                                                           For the quarter ended                  For the year ended
                                                               December 31,                          December 31,                   
                                                        --------------------------   %         ---------------------------     %
(Dollars in thousands, except operating data)              2004           2003     Change         2004            2003      Change
                                                        -----------------------------------    -------------------------------------

TELECOMMUNICATIONS
Select Income Statement Data
Revenue
                                                                                                               
     Network access services                             $ 159,797      $ 163,525      -2%       $ 634,196      $ 667,042       -5%
     Local network services                                210,719        214,491      -2%         851,177        859,002       -1%
     Long distance services                                 44,657         47,705      -6%         183,623        199,382       -8%
     Data services                                          37,020         28,814      28%         138,231        107,452       29%
     Directory services                                     27,636         26,338       5%         110,623        106,934        3%
     Other                                                  26,446         24,726       7%         109,365        101,123        8%
        ILEC revenue                                       506,275        505,599       0%       2,027,215      2,040,935       -1%
     Electric Lightwave                                     38,753         40,161      -4%         156,030        165,389       -6%
Total revenue                                              545,028        545,760       0%       2,183,245      2,206,324       -1%

Expenses
     Network access expense                                 48,534         51,731      -6%         199,643        223,547      -11%
     Other operating expenses                              206,599        205,773       0%         824,145        826,958        0%
     Management succession and strategic alternatives 
      expenses (1)                                               -              -        -          90,632              -      100%
     Restricted stock based compensation                     1,682          2,638     -36%           8,695          8,275        5%
     Depreciation and amortization                         143,060        154,491      -7%         572,710        595,276       -4%
     Reserve for telecommunications bankruptcies                 -         (6,637)    100%               -         (4,377)     100%
     Restructuring and other expenses                            -              -        -               -          9,687     -100%
Total expenses                                             399,875        407,996      -2%       1,695,825      1,659,366        2%

Operating Income
     ILEC                                                $ 139,924      $ 134,712       4%       $ 477,070      $ 537,248      -11%
     ELI                                                     5,229          3,052      71%          10,350          9,710        7%

Other Financial and Operating Data
     ILEC capital expenditures                           $  71,846      $  82,829     -13%       $ 264,337      $ 244,089        8%
     ELI capital expenditures                                3,578          2,982      20%          11,644          9,496       23%
     ILEC depreciation and amortization                    136,900        148,776      -8%         548,649        571,766       -4%
     ELI depreciation and amortization                       6,160          5,715       8%          24,061         23,510        2%

     ILEC access lines                                   2,320,772      2,386,456      -3%       2,320,772      2,386,456       -3%
     High-speed internet subscribers                       212,277        120,461      76%         212,277        120,461       76%
     ILEC switched access minutes of use (in millions)       2,895          2,922      -1%          11,785         11,971       -2%
     ILEC average monthly revenue per average RGU (2)    $   66.62      $   67.20      -1%       $   67.04      $   67.73       -1%

(1)  See footnote (2) on first page.
(2)  RGUs are access lines plus high-speed internet subscribers.







                         Citizens Communications Company
                          Financial and Operating Data
                                   (unaudited)

                                                For the quarter ended                          For the year ended
                                                    December 31,                                   December 31,             
                                             ----------------------------     %           -----------------------------    %
(Dollars in thousands)                          2004            2003        Change            2004          2003         Change
                                             --------------------------------------       --------------------------------------
GAS AND ELECTRIC SECTORS (1)

Select Income Statement Data
                                                                                                          
Revenue                                           $   -        $ 8,325       -100%           $ 9,735     $ 238,614         -96%
Gas, electric energy and fuel oil purchased           -          5,333       -100%             5,523       146,142         -96%
Other operating expenses (2)                        802          4,293        -81%             7,346        66,241         -89%
Restricted stock based compensation                   -            194       -100%                 -           277        -100%
Loss on impairment                                    -         11,300       -100%                 -        15,300        -100%
Operating income (loss)                            (802)       (12,795)        94%            (3,134)       10,654        -129%

Other Financial Data
Capital expenditures                                  -            497       -100%                 -        23,861        -100%



(1)  See footnote (1) on first page.
(2)  2004 quarterly data consists principally of post-sale activities associated
     with the completion of our utility divestiture  program.  These costs could
     not be accrued as a selling cost at the time of sale.





                         Citizens Communications Company
                    Condensed Consolidated Balance Sheet Data

                             (Dollars in thousands)
                                                             December 31, 2004     December 31, 2003
                                                           ---------------------  --------------------
                               ASSETS
                               ------
Current assets:
                                                                                            
    Cash and cash equivalents                                       $   167,463           $   583,671
    Accounts receivable and other current assets                        282,114               299,832
    Assets held for sale                                                      -                23,130
                                                           ---------------------  --------------------
      Total current assets                                              449,577               906,633

Property, plant and equipment, net                                    3,338,300             3,530,542

Other long-term assets                                                2,880,542             3,008,370
                                                           ---------------------  --------------------
           Total assets                                             $ 6,668,419           $ 7,445,545
                                                           =====================  ====================
 
                       LIABILITIES AND EQUITY
                       ----------------------
Current liabilities:
    Long-term debt due within one year                              $     6,383           $    88,002
    Accounts payable and other current liabilities                      411,137               489,624
    Liabilities related to assets held for sale                               -                11,128
                                                           ---------------------  --------------------
      Total current liabilities                                         417,520               588,754

Deferred income taxes and other liabilities                             621,661               584,729
Equity units                                                                  -               460,000
Long-term debt (1)                                                    4,266,998             4,195,629
Mandatorily Redeemable Convertible Preferred Securities                       -               201,250
Shareholders' equity                                                  1,362,240             1,415,183
                                                           ---------------------  --------------------
           Total liabilities and equity                             $ 6,668,419           $ 7,445,545
                                                           =====================  ====================
 


(1)  In accordance with FASB  Interpretaion No. 46R, the Mandatorily  Redeemable
     Convertible  Preferred  Securities are classified as debt effective January
     1, 2004.





                         Citizens Communications Company
                      Condensed Consolidated Cash Flow Data

(Dollars in thousands)
                                                                          For the year ended December 31,
                                                                        ------------------------------------
                                                                              2004               2003
                                                                        -----------------  -----------------

                                                                                                    
Income before cumulative effect of change in accounting principle            $    72,150          $ 122,083  
Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation and amortization expense                                       572,710            595,276
     Gain on expiration/settlement of customer advances                          (25,345)            (6,165)
     Gain on capital lease termination/restructuring                                   -            (69,512)
     Stock based compensation expense                                             45,313              8,552
     Loss on extinguishment of debt                                               66,480             10,851
     Loss on impairment                                                                -             15,300
     Other                                                                       (14,233)            66,791
                                                                        -----------------  -----------------
Net cash provided by operating activities                                        717,075            743,176

Cash flows from investing activities:
     Proceeds from sales of assets, net of selling expenses                       30,959            388,079
     Proceeds from securities sold                                                26,514                  -
     Capital expenditures                                                       (276,348)          (278,015)
     Other asset purchases                                                       (28,110)            (1,612)
                                                                        -----------------  -----------------
Net cash used by investing activities                                           (246,985)           108,452

Cash flows from financing activities:
     Long-term debt borrowings                                                   700,000                  -
     Debt issuance costs                                                         (15,502)                 -
     Long-term debt payments                                                  (1,214,021)          (653,462)
     Premiums paid to retire debt                                                (66,480)           (10,851)
     Issuance of common stock                                                    544,562             13,209
     Dividends paid                                                             (832,768)                 -
     Other                                                                        (2,089)           (10,030)
                                                                        -----------------  -----------------
Net cash used by financing activities                                           (886,298)          (661,134)

Increase (decrease) in cash and cash equivalents                                (416,208)           190,494
Cash and cash equivalents at January 1,                                          583,671            393,177
                                                                        -----------------  -----------------

Cash and cash equivalents at December 31,                                    $   167,463          $ 583,671
                                                                        =================  =================
 





                                                                                                                 Schedule A

    Reconciliation of Non-GAAP Financial Measures

                                                             For the quarter ended December 31,   For the year ended December 31,
                                                             ---------------------------------    ---------------------------------
    (Dollars in thousands)                                        2004              2003               2004              2003
                                                             ---------------   ---------------    ---------------   ---------------

    Net Income Available to Common Shareholders to
    ----------------------------------------------
       Free Cash Flow; Net Cash Provided by Operating Activities
       ---------------------------------------------------------

                                                                                                                   
    Net income available to common shareholders                   $  16,780         $  14,952          $  72,150         $ 187,852

     Add back:
        Depreciation and amortization                               143,060           154,491            572,710           595,276

        Income tax expense (benefit)                                 (1,744)           10,066             13,379            67,216

        Management succession and strategic alternatives expenses         -                 -             90,632                 -

        Restricted stock based compensation                           1,682             2,832              8,695             8,552

        Loss on impairment                                                -            11,300                  -            15,300

    Subtract:
       Cash refunded for income taxes                                (7,097)           (4,957)            (4,901)           (2,532)

       Investment and other income (loss), net                      (36,589)             (711)           (19,733)           54,421

       Cumulative effect of change in accounting principle                -                 -                  -            65,769

       Capital expenditures                                          75,611            86,357            276,348           278,015

                                                             ---------------   ---------------    ---------------   ---------------
    Free cash flow                                                  127,853           112,952            505,852           478,523

     Add back:
        Deferred income taxes (benefit), net                         (1,744)          (24,272)            13,379            67,216

        Other non-cash adjustments                                   60,512            22,595             98,250           (21,208)

        Investment and other income/(loss)                          (36,589)             (711)           (19,733)           54,421

        Cash refunded for income taxes                               (7,097)           (4,957)            (4,901)           (2,532)

        Capital expenditures                                         75,611            86,357            276,348           278,015

    Subtract:
        Changes in current assets and liabilities                    39,867            11,067             39,414            35,491

        Income tax expense (benefit)                                 (1,744)           10,066             13,379            67,216

        Management succession and strategic alternatives expenses         -                 -             90,632                 -

        Restricted stock based compensation                           1,682             2,832              8,695             8,552

                                                             ---------------   ---------------    ---------------   ---------------
    Net cash provided by operating activities                     $ 178,741         $ 167,999          $ 717,075         $ 743,176
                                                             ===============   ===============    ===============   ===============