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 4, 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)




ITEM 5.   Other Events
          ------------

          On March  4,  2004,  Citizens  Communications  Company  issued a press
          release.  A copy of the press  release is  attached  hereto as Exhibit
          99.1.





                                    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
                             Chief Accounting Officer

Date: March 4, 2004


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

                                                        Exhibit 99.1

Contacts:
Scott N. Schneider                          Jerry Elliott
President and Chief Operating Officer       Chief Financial Officer
203.614.5219                                203.614.6722

                   Citizens Communications Makes Announcement


     Stamford, Conn., March 4, 2004 - - Citizens Communications (NYSE:CZN) today
announced  that Scott N.  Schneider,  Citizens'  President  and Chief  Operating
Officer,  has  informed  the Company of his  intention  to leave his position as
President  and Chief  Operating  Officer of Citizens  after  Citizens'  Board of
Directors has reached a final determination in connection with its evaluation of
a range of possible financial and strategic alternatives.  Such determination is
expected to be completed by  mid-year.  Dr.  Leonard Tow, the Chairman and Chief
Executive  Officer,  stated that Mr.  Schneider  will  continue to be intimately
involved  with the Citizens team as it evaluates  alternatives  and that he will
continue to serve as a director of Citizens after his departure as an officer of
Citizens.  "Scott made  significant  contributions  to the  success  that we are
reporting today in our 2003 results,  just as he was an important  factor in the
success of the  businesses  he and I have  worked on  together  over the past 20
years.  Upon Scott's  departure,  I will reassume the office of President and we
will establish an Office of the President  consisting of Jake Casey as Executive
Vice  President and Chief  Operating  Officer,  Jerry Elliott as Executive  Vice
President  and Chief  Financial  Officer and me. As senior  members of Citizens'
management  team over the past few  years,  Jake and Jerry  have made  important
contributions  to the Company's many  successes.  Their intimate  involvement in
Citizens'  operating  and  financial  affairs  assures  a smooth  transition  of
managerial responsibilities. Together, we will execute the plan we adopt."

                                   -- MORE --



     Mr. Schneider stated:  "As you might imagine,  I reached this decision only
after much soul searching,  both  professionally  and personally.  Leonard and I
have worked together  closely for more than 20 years, and Claire and Leonard are
my close friends and  confidants.  I have told Leonard and the Board that I will
work with our  management  team, our Board and our advisors in the coming months
to assist the Board in reaching its determination. My departure is solely driven
by my desires to pursue  other  options that may be available to me at this time
in my career, and should not, under any circumstance,  be taken as an expression
of any concern with Citizens' business or prospects."


More information on Citizens can be found at www.czn.net.

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