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 30, 2001




                        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, P.O. Box 3801
                           Stamford, Connecticut 06905
               (Address of Principal Executive Offices) (Zip Code)

                                 (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.

         Citizens  Communications  Company  announced  on March 30, 2001 that it
         plans to offer $3 billion worth of debt and  equity securities  under a
         shelf registration statement.

Item 7.  Financial Statements, Exhibits

         (c) Exhibits

             99.1  Press  Release  of  Citizens Communications Company  released
             March 30, 2001 announcing $3 billion shelf registration.









                                   SIGNATURES


                  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 hereunto duly authorized.

                                      CITIZENS COMMUNICATIONS COMPANY.


Dated: April 4, 2001                  By:  /s/ Scott N. Schneider
                                         -------------------------------
                                      Name:    Scott N. Schneider
                                      Title:   Executive Vice President


                                  Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:

Media:
   Brigid M. Smith, Assistant Vice President
   Corporate Communications
   (203) 614-5042
   bsmith@czn.com

          Citizens Communications Files $3 Billion Shelf Registration

Stamford,  Conn., March 30, 2001 -- Citizens  Communications Company (NYSE: CZN)
announced  its plans to offer $3  billion  worth of debt and  equity  securities
under a shelf  registration  statement.  The net proceeds from the sale of these
securities will be used to refinance its bank borrowings and other extensions of
credit,  to expand its networks,  services and related  infrastructure  and fund
working  capital  and  pending  and  future   acquisitions,   and  make  further
investments  in the  related  telecommunications  business  as well  as  general
corporate purposes.

The  shelf  registration  statement  filed  with  the  Securities  and  Exchange
Commission  on Form S-3 permits  the company to offer from time to time,  common
stock,  preferred stock,  depositary  shares,  debt securities,  and warrants to
purchase  these types of  securities  up to a total dollar amount of $3 billion.
This press release shall not constitute an offer to sell or the  solicitation of
an offer to buy any of these securities.

About Citizens Communications

Citizens  Communications  serves 1.4  million  access  lines in 17 states and is
acquiring an additional  1.7 million  access lines.  Citizens owns 85 percent of
Electric  Lightwave,   Inc.   (NASDAQ:ELIX),   a  facilities-based,   integrated
communications   provider   that   offers   a  broad   range  of   services   to
telecommunications-intensive  businesses  throughout  the  United  States.  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  because  of, but not  limited to,
changes in the local and overall economy,  changes in market conditions for debt
and equity securities,  the nature and pace of technological changes, the number
and  effectiveness of competitors in the company's  markets,  success in overall
strategy,  changes in legal or regulatory  policy,  changes in legislation,  the
company's  ability to identify future markets and  successfully  expand existing
ones, the mix of products and services  offered in the company's target markets,
the effects of  acquisitions  and  dispositions  and the ability to  effectively
integrate businesses  acquired.  These important factors should be considered in
evaluating any statement  contained  herein and/or made by the company or on its
behalf.  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.