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): December 19, 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.

Citizens  Communications  Company  announced  today that it has  entered  into a
definitive  agreement to sell its  Hawaiian  gas  division  ("The Gas Company of
Hawaii")  to K-1 USA  Ventures,  Inc.  for  $115  million  in cash,  subject  to
adjustments  under the terms of the  agreement.  The  transaction is expected to
close during the fourth  quarter of 2003 and is subject to regulatory  and other
customary  approvals.  The sales  price  approximates  the book value of The Gas
Company. Separately, the Company has concluded its internal investigation of the
theft by two former officers of the Company.

ITEM 7.  Financial Statements, Exhibits.

        (c)  Exhibits

         99.1  Press  Release  of  Citizens   Communications   Company  released
               December 19, 2002  announcing  Sale of Gas Company and Completion
               of Investigation.



Exhibit 99.1

                                          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
               Sale of Gas Company and Completion of Investigation

Stamford,  Conn., Dec. 19, 2002 -- Citizens  Communications  Company  (NYSE:CZN,
CZB) announced today that it has entered into a definitive agreement to sell its
Hawaiian gas division  ("The Gas Company of Hawaii") to K-1 USA  Ventures,  Inc.
for  $115  million  in cash,  subject  to  adjustments  under  the  terms of the
agreement.  The  transaction  is expected to close during the fourth  quarter of
2003 and is subject to regulatory and other customary approvals. The sales price
approximates the book value of The Gas Company.

Citizens  will have  generated  $1.9 billion of proceeds  from its utility sales
after the closing of The Gas Company of Hawaii sale and its previously announced
Arizona Electric and Gas sales, which exceeds the company's original estimate of
$1.8  billion  for total  proceeds  from the  divestiture  of all of its utility
divisions, with its Vermont Electric division still remaining to be sold.

Citizens will apply the net cash proceeds from the sales of Arizona Electric and
Gas and The Gas  Company of Hawaii to its  ongoing  program  of debt  reduction.
Citizens has retired  approximately $1.062 billion, or 16.4 percent, of its debt
during 2002.

Separately, the company has concluded its internal investigation of the theft by
two former officers of the company.  The previously reported amount of the theft
of $7.8  million  has  not  changed.  The  company  continues  to  believe  that
substantially  all of the cash will be  recovered  from the former  officers and
from  insurance.  The theft does not affect the company's  previously  completed
sales of  utility  properties  and  does not  relate  to the  company's  current
operations  in Arizona,  Hawaii or Vermont.  The company  continues to cooperate
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.

K-1 USA  Ventures,  Inc. is a  subsidiary  of k1 Ventures  Limited.  K1 Ventures
Limited is domiciled and incorporated in the Republic of Singapore, invests in a
wide range of investments  across diverse  sectors  including  energy,  consumer
products,  technology and  healthcare,  and is listed on the Singapore  Exchange
Securities Trading Limited (the Singapore Stock Exchange).

More information about Citizens can be found at www.czn.net.




                                   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: December 20, 2002