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):  September 27, 2004




                         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 5.02 Departure of Directors or Principal Officers; Election of Directors;
          --------------------------------------------------------------------
          Appointment of Principal Officers.
          -----------------------------------

          On September 27, 2004 Citizens  Communications  Company  announced the
          resignation  of Leonard Tow as Director and Chairman of the  Company's
          Board of Directors.  Claire Tow, Mr. Tow's wife, is also  resigning as
          Director  of  the  Company.  Both  resignations  are  effective  as of
          September  27,  2004.  The Company  expects to announce a new Chairman
          following its regularly scheduled September 30, 2004 Board meeting.

          A copy of the announcement is attached as an exhibit.



ITEM 8.01 Other Events
          ------------

          The  information  set forth under Item 5.02 "Departure of Directors or
          Principal  Officers;  Election of Directors;  Appointment of Principal
          Officers" is incorporated herein by reference.


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

          (c)   Exhibits

                99.1  Press  Release  of Citizens  Communications Company  dated
                September 27, 2004.



                                   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/ Robert J. Larson
                             --------------------------
                             Robert J. Larson
                             Senior Vice President and
                             Chief Accounting Officer

Date: September 27, 2004



                                                        Exhibit 99.1


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

FOR IMMEDIATE RELEASE



Contact
Brigid Smith
Assistant Vice President,
Corporate Communications
203.614.5042
bsmith@czn.com



                    CITIZENS COMMUNICATIONS ANNOUNCES CHANGES
                              TO BOARD OF DIRECTORS

Stamford,  Conn.,  Sept. 27, 2004 - Citizens  Communications  (NYSE:  CZN) today
announced  that  Leonard  Tow has  resigned  as a Director  and  Chairman of the
company's  Board of  Directors.  Mr. Tow's  intention to resign was announced on
July 11, 2004.  Claire Tow, Mr. Tow's wife,  is also  resigning as a Director of
the company. Both resignations are effective as of Sept. 27, 2004.

Mr. Tow has been a member of Citizens'  Board of Directors  since 1989, and Mrs.
Tow has been a member of the Board since 1993.

The company expects to announce a new Chairman  following its regulary scheduled
Sept. 30 Board meeting.

On Sept.  21, 2004, the company  announced  that effective Nov. 1, 2004,  Maggie
Wilderotter  will  become  President  and Chief  Executive  Officer of  Citizens
Communications.

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

                                       ###