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): October 29, 2002




                         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.

Citizens  Communications  announced  today that it has entered  into  definitive
agreements to sell its Arizona Gas and Arizona  Electric  divisions to UniSource
Energy  Corporation  (NYSE:UNS)  for $230 million in cash,  subject to customary
adjustments  under the terms of the  agreements.  The transaction is expected to
close  during the second  half of 2003 and is  subject to  regulatory  and other
customary approvals.

In connection with this transaction, Citizens' third quarter 2002 results, which
will be reported on Nov. 7, 2002, will include non-cash charges  associated with
write downs of the carrying  values of the Arizona Gas and Electric  assets.  In
the aggregate, Citizens has recorded pre-tax gains of approximately $448 million
on previously  completed  sales of utilities.  Citizens will have generated $1.8
billion of proceeds after the closing of the Arizona and Kauai  Electric  sales,
which is equal to the company's  original  estimate for total  proceeds from the
divestiture of all of its utility divisions,  with The Gas Company in Hawaii and
Vermont Electric still remaining to be sold.  Citizens will also record,  in the
third quarter,  non-cash charges to reflect the difference  between  anticipated
proceeds  from the sale of these two  remaining  utility  assets  and their book
values.

In  addition,  as a result of a review  of the  carrying  value of its  Electric
Lightwave  division,  Citizens has concluded it appropriate to record a non-cash
charge to reflect a reduction of the carrying  value of the plant,  property and
equipment  of  Electric  Lightwave  to  approximately  $185  million.  Citizens'
Electric Lightwave division will continue to serve its customers,  providing the
same level of high-quality telecommunications services.

The  aggregate  of all of these items will  result in  non-cash  charges for the
third quarter of  approximately  $700 million net of tax benefits.  After giving
effect to these charges,  Citizens will remain in compliance with all provisions
of its debt agreements.

Citizens also expects to complete the sale of its Kauai Electric division during
the  fourth  quarter  of 2002  for $215  million  in  cash.  The  sale  price is
approximately equal to carrying value.

Citizens will apply the net cash  proceeds from the sales of Kauai  Electric and
Arizona Electric and Gas to its ongoing program of debt reduction. Through Sept.
30, Citizens had retired approximately $718 million of its debt during 2002.




                                   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
                             Vice President and Chief Accounting Officer

Date:  October 30, 2002



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


FOR IMMEDIATE RELEASE

Contacts:
Michael A. Zarrella                         Brigid M. Smith
Vice President                              Assistant Vice President
Corporate Development                       Corporate Communications
203.614.5179    mzarrell@czn.com            203.614.5042    bsmith@czn.com
                ----------------                            --------------


                        Citizens Communications Announces
         Further Progress on Utility Sales and Third-Quarter Write Down

Stamford,  Conn.,  Oct.  29, 2002 --  Citizens  Communications  (NYSE:CZN,  CZB)
announced  today that it has  entered  into  definitive  agreements  to sell its
Arizona Gas and Arizona  Electric  divisions  to  UniSource  Energy  Corporation
(NYSE:UNS) for $230 million in cash, subject to customary  adjustments under the
terms of the agreements.  The transaction is expected to close during the second
half of 2003 and is subject to regulatory and other customary approvals.

In connection with this transaction, Citizens' third quarter 2002 results, which
will be reported on Nov. 7, 2002, will include non-cash charges  associated with
write downs of the carrying  values of the Arizona Gas and Electric  assets.  In
the aggregate, Citizens has recorded pre-tax gains of approximately $448 million
on previously  completed  sales of utilities.  Citizens will have generated $1.8
billion of proceeds after the closing of the Arizona and Kauai  Electric  sales,
which is equal to the company's  original  estimate for total  proceeds from the
divestiture of all of its utility divisions,  with The Gas Company in Hawaii and
Vermont Electric still remaining to be sold.  Citizens will also record,  in the
third quarter,  non-cash charges to reflect the difference  between  anticipated
proceeds  from the sale of these two  remaining  utility  assets  and their book
values.

In  addition,  as a result of a review  of the  carrying  value of its  Electric
Lightwave  division,  Citizens has concluded it appropriate to record a non-cash
charge to reflect a reduction of the carrying  value of the plant,  property and
equipment  of  Electric  Lightwave  to  approximately  $185  million.  Citizens'
Electric Lightwave division will continue to serve its customers,  providing the
same level of high-quality telecommunications services.

The  aggregate  of all of these items will  result in  non-cash  charges for the
third quarter of  approximately  $700 million net of tax benefits.  After giving
effect to these charges,  Citizens will remain in compliance with all provisions
of its debt agreements.

Citizens also expects to complete the sale of its Kauai Electric division during
the  fourth  quarter  of 2002  for $215  million  in  cash.  The  sale  price is
approximately equal to carrying value.

Citizens will apply the net cash  proceeds from the sales of Kauai  Electric and
Arizona Electric and Gas to its ongoing program of debt reduction. Through Sept.
30, Citizens had retired approximately $718 million of its debt during 2002.

Citizens   Communications   Inc.   provides   telecommunications   services   to
approximately  2.5 million  access lines in 24 states.  More  information  about
Citizens can be found at www.czn.net.

UniSource  Energy's TEP  subsidiary is Arizona's  second-largest  investor-owned
electric  utility  company and  provides  service to over  300,000  customers in
Arizona. Its other subsidiaries  include Advanced Energy  Technologies,  Inc., a
developer of  renewable  energy and  distributed  generation  technologies,  and
Southwest Energy  Solutions,  a regional electric  contractor.  More information
about UniSource can be found at their web site, www.unisourceenergy.com.


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