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): November 25, 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.  Other Events.

In its  Quarterly  Report on Form 10-Q for the period ended  September 30, 2002,
that was filed on November 12, 2002 ("Third Quarter 10-Q"), the Company reported
that it was investigating possible irregularities involving payments made by the
Company's  public  utilities  division for services or benefits that the Company
did not receive. The payments do not involve the Company's current operations in
Arizona,  Vermont or The Gas Company in Hawaii. The Company, with the assistance
of  forensic  specialists,  outside  auditors  and  counsel  are  continuing  to
investigate  information  relating to the payments and to date has  identified a
total of $7.8  million in payments for which  Company did not receive  benefits.
These payments were reflected in the Company's  financial  statements as charges
to earnings  (primarily  during 2002).  The Company  believes that a significant
portion of this amount will be reimbursed by insurance or will be recouped.

Beginning on November 15, 2002,  the Company has provided  detailed  information
regarding the results of its investigation to federal prosecutors, including the
names of two officers of the Company (Ken Cohen and  Livingston  Ross,  who were
the President and Chief Operating  Officer of the Public Services Sector and the
Vice President of Reporting and Audit,  respectively) who approved the payments.
The Company has been advised by federal prosecutors that these two officers have
admitted  their  involvement in these schemes and the Company has terminated the
employment of these individuals. On November 8, 2002, and November 18, 2002, the
Company's  Audit  Committee  met to receive  and review  interim  reports on the
status of the  investigation.  The Company has removed all  approval and payment
authority from its New Orleans office.

In connection with the investigation of these matters by federal officials,  the
Company  is  cooperating  fully  with the  Office of the U.S.  Attorney  for the
Southern District of New York and with the New York office of the Securities and
Exchange  Commission and has agreed with an SEC request that, in connection with
an  informal  inquiry,  the Company  preserve  financial,  audit and  accounting
records.

Separately, as described in the Third Quarter 10-Q, the Company has continued to
review  our  personnel  levels  in light of  current  and  anticipated  business
conditions and operating performance.  The review has resulted in a reduction in
force   affecting   approximately   8%  of  the   Company's   employees  in  the
telecommunications  business.  Most affected employees will be terminated by the
end of 2002. The reduction will result in a charge to earnings for severance and
related costs to be recognized  in the fourth  quarter of 2002 of  approximately
$15 to $16  million  and is  expected  to  provide  annualized  cost  savings of
approximately $25 to $30 million.



                                   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: November 25, 2002