Securities and Exchange Commission
Mail Stop 3561
CF/AD11
100 F St. NE
Washington, DC 20549-3561
      							April 25, 2006


Ms. Mary Agnes Wilderotter
Chairman and Chief Executive Officer
Citizens Communications Co.
3 High Ridge Park
Stamford, Connecticut, 06905

			Re: Citizens Communications Co.
      Form 10-K/A#1 for Fiscal Year Ended December 31, 2005
		Filed March 2, 2006
		File No. 0-11001

Dear Ms. Wilderotter,

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Where indicated, we think you should
revise your documents in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K/A for Fiscal Year Ended December 31, 2005
Managements Discussion and Analysis, page 22

1. Refer to the top carryover paragraph of page F-13 and to the
sixth
paragraph of page F-39.  With a view to additional disclosure,
tell
us about your asbestos and other environmental contamination
contingencies and obligations.  In reasonable detail, describe
these
environmental problems.  Tell us of any amounts accrued and/or
charged to operations.  Describe how these amounts correspond to
the
underlying events.  Provide us with an analysis of your expected
trends in future environmental costs.  See Staff Accounting
Bulletin
Topic 5Y.  We believe that environmental liabilities typically are
of
such significance that detailed disclosures regarding judgments
and
assumptions underlying the recognition and measurement of the
liabilities are necessary to prevent the financial statements from
being misleading and to inform readers fully regarding the range
of
reasonably possible outcomes that could have a material effect on
a
registrant`s financial condition, results of operations, or
liquidity.

      Among the disclosures called for in the SAB are as follows:

- Circumstances affecting the reliability and precision of loss
estimates;

- The extent to which unasserted claims are reflected in any
accrual
or may affect the magnitude of the contingency;

- Whether, and to what extent, losses may be recoverable from
third
parties;

- The contribution of other parties;

- The period in which claims for recovery may be realized;

- The likelihood that claims for recovery may be contested;

- The financial condition of third parties from which recovery is
expected;

- The timing of payments of accrued and unrecognized amounts;

- The material components of the accruals and significant
assumptions
underlying estimates;

- The recurring costs of managing hazardous substances and
pollutions
in ongoing operations;

- Capital expenditures to limit or monitor hazardous substances or
pollutants;

- Mandated expenditures to remediate previously contaminated
sites;

- Other infrequent or non-recurring clean-up expenditures that can
be
anticipated, but which are not required in the present
circumstances;

- Disaggregated disclosure that describes accrued and reasonably
likely losses with respect to particular environmental sites that
are
individually material;

- The consequences on amounts accrued and the range estimates for
investigations and remediations that are in different stages with
respect to individual sites.

Please advise.

(a) Liquidity and Capital Resources, page 24

2. Refer to the third and fourth paragraphs of page 24, which
states
that you intend to allocate significant capital resources to high-
speed internet, wireless and VOIP services, and that you expect to
increase 2006 capital expenditures to build wireless data networks
and expand current data networks.  With a view to expanded
disclosure, tell us in greater detail how you intend to increase
material capital expenditures for each of these purposes during
2006
and beyond those next twelve months.  Describe the planned build-
out
and the technologies that you plan to employ.  Describe how these
new
plant resources will interphase with your current copper-line
networks.  Tell us how much optical fiber, wireless and other
plant
resource you plan to install.  How much will these new plant
resources cost?  Tell us the planned sources of capital that you
plan
to rely upon to finance these new plant assets.  We believe that
your
discussion of capital resources should include a more detailed
discussion of your material capital expenditures for the 12-month
period following your most recent balance sheet date and beyond as
required by Financial Reporting Release Codification Section
501.03.a.

Financial Statements
Accounting for Conditional Asset Retirement Obligations, page F-13

3. Refer to the top carryover paragraph of page F-14, which
indicates
that you have unrecorded legal obligations to remove poles and
asbestos.  Describe these obligations and tell us why you are
unable
to estimate them.  What information is not currently available?
Explain to us why this information is necessary.  Tell us when and
under what circumstances this information will or may become
available.  Describe how you applied the guidance of SFAS 143 and
FIN
47 to these obligations.

(4)  Property, Plant and Equipment, page F-14

4. Refer to the last paragraph of page 35 of your Form 10-K/A,
which
discloses that you expect that your depreciation expense will
decline
in 2006 by approximately 12.5% compared to 2005, because you have
extended the remaining useful lives of your copper facilities to a
range of 26 to 30 years from approximately 16 years.   Give us an
analysis and tell us which facilities are involved, whether "last-
mile", distribution copper or other facilities.  Describe the
findings of the independent study.  In light of the intensifying
competition and rapid technological change in your industry, tell
us
why it is appropriate to increase the depreciable lives of your
copper facilities.  Address the continuing impact of the expansion
of
broadband services on your customers` utilization of "copper-
pairs"
(see the penultimate paragraph of page 4).  Also address the
impact
of expected demand for higher broadband data rates.  Will market
pressures force you to replace distribution copper with fiber?  If
so, tell us when.

(8) Discontinued Operations, page F-16

5. Refer to the second paragraph and the bottom table of page F-16
and explain to us in more detail why taxes substantially reduced
your
gain from the sale of CCUSA.  Give us an analysis of the tax
charge
that reflects the effects of all factors that went into your tax
charge for this line-item.
(13) Management Succession and Strategic Alternatives Expenses,
page
F-21

6. Refer to the last paragraph of page F-21.  Give us an analysis
showing the equity instruments that were accelerated.  Indicate
the
stock plans to which they pertain.  Describe how the accelerated
terms were changed and explain how you determined the value of the
$33.6 non-cash expense for accelerated stock benefits.  Please
give
us your calculations and refer to all pertinent authoritative
accounting literature in your response.

(15) Company Obligated Mandatorily Redeemable Convertible
Preferred
Securities, page F-22

7. We note that the first paragraph of page F-23 indicates that
you
deconsolidated Citizens Utilities Trust and Citizens Utilities
Capital L.P. on January 1, 2004.  Give us a reasonably detailed
description of Citizens Utilities Trust, Citizens Utilities
Capital
L.P. and your EPPICS.  Explain how you applied the provisions of
FIN
46R and why it we appropriate to deconsolidate both of these
affiliates.

(17) Sock Plans, page F-23

8. We note that the number and exercise price of all of your
outstanding options were changed in response to the special $2.00
dividend paid in September 2004.  Describe and quantify how you
changed the terms of these options and explain to us how you
applied
the guidance of FIN 44 and EITF 00-23.

(19) Income Taxes, page F-27

9. The first table on page F-27 discloses that adjustments to tax
reserves significantly reduced your provisions of income taxes in
each of the three years presented.  Describe these reserves for
us.
Tell us when and why the original accruals were made and how you
applied the guidance of SFAS 5.  Tell us what happen and how these
obligations were reduced or settled in your favor.





*    *    *    *





      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Joseph M. Kempf, Senior Staff Accountant, at
(202) 551-3352 or Ivette Leon, Assistant Chief Accountant, at
(202)
551-3351 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at (202) 551-
3810
with any other questions.

								Sincerely,



								Larry Spirgel
								Assistant Director

Ms. Mary Agnes Wilderotter
Citizens Communications Co.
April 25, 2006
Page 6