CITIZENS COMMUNICATIONS COMPANY


                                   FORM 10-Q/A


                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)


                     OF THE SECURITIES EXCHANGE ACT OF 1934


                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003






                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A
                                (Amendment No.1)

(Mark One)

|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                  For the quarterly period ended March 31, 2003
                                                 --------------

                                       or
                                       --

|_|  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

              For the transition period from _________to__________

                        Commission file number: 001-11001
                                                ---------

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

             Delaware                                06-0619596
   --------------------------------       ------------------------------------
   (State or other jurisdiction of        (I.R.S. Employer Identification No.)
    incorporation or organization)


         3 High Ridge Park
        Stamford, Connecticut                            06905
---------------------------------------                ----------
(Address of principal executive offices)               (Zip Code)

                                 (203) 614-5600
              ---------------------------------------------------
              (Registrant's telephone number, including area code)

                                       N/A
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                Yes  X    No
                                    ----     ----

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act.)

                                Yes  X    No
                                    ----     ----

The number of shares  outstanding of the  registrant's  Common Stock as of April
30, 2003 was 283,448,803.


                                Explanatory Note

Citizens  Communications Company (the Registrant) is filing this Amendment No. 1
to its Quarterly Report on Form 10-Q to replace Item 4, Controls and Procedures,
filed with the Securities and Exchange Commission (SEC) on May 9, 2003.





Item 4.   Controls and Procedures
          -----------------------

     (a) Evaluation of disclosure controls and procedures.

     We  carried  out  an  evaluation,   under  the  supervision  and  with  the
     participation of our management,  regarding the effectiveness of the design
     and operation of our disclosure  controls and  procedures.  Based upon this
     evaluation, our principal executive officer and principal financial officer
     concluded,  as of the end of the period  covered by this  report,  that our
     disclosure controls and procedures are effective.

     (b) Changes in internal control over financial reporting.

     There was no change in our internal  control over financial  reporting that
     occurred  during  the  fiscal  quarter  covered  by this  report  that  has
     materially  affected,  or is  reasonably  likely to  affect,  our  internal
     control over financial reporting.

Item 6.   Exhibits
          --------

a) Exhibits:

31.1  Certification of Principal  Executive  Officer  pursuant to Rule 13a-14(a)
      under the Securities Exchange Act of 1934.

31.2  Certification  of Principal Financial  Officer  pursuant to Rule 13a-14(a)
      under the Securities Exchange Act of 1934.

32.1  Certification  of Chief  Executive  Officer  pursuant to 18 U.S.C. Section
      1350,as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2  Certification  of Chief  Financial  Officer  pursuant to 18 U.S.C. Section
      1350,as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




                CITIZENS COMMUNICATIONS COMPANY AND SUBSIDIARIES

                                    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: March 11, 2004