Exhibit 10.7.1


                                 Amendment No. 2
                                     to the
           Citizens Communications Company 2000 Equity Incentive Plan

                            (Effective June 30, 2003)

                            -------------------------



1. The first  sentence of Section  5(a) of the Citizens  Communications  Company
2000  Equity  Incentive  Plan (the  "Plan")  is  hereby  amended  and  restated,
effective June 30, 2003, to read as follows:

     "With respect to the Options and SARs,  the  Committee  shall (i) authorize
     the granting of incentive stock options,  nonqualified stock options,  SARs
     or a combination of incentive stock options, nonqualified stock options and
     SARs;  (ii)  determine the number of shares of Stock subject to each Option
     or the number of shares of Stock that shall be used to determine  the value
     of a SAR; (iii) determine  whether such Stock shall be Restricted Stock or,
     with respect to nonqualified stock options,  Deferred Stock; (iv) determine
     the time or times  when  and the  manner  in  which  each  Option  shall be
     exercisable  and the duration of the  exercise  period;  and (v)  determine
     whether or not all or part of each Option may be  canceled by the  exercise
     of  a  SAR;  provided,  however,  that  the  aggregate  Fair  Market  Value
     (determined as of the date of Option is granted) of the Stock (disregarding
     any restrictions in the case of Restricted Stock) for which incentive stock
     options granted to any Eligible Individual under this Plan may first become
     exercisable in any calendar year shall not exceed  $100,000,  and provided,
     further,  that, effective June 30, 2003, no non-employee  director shall be
     permitted to receive his annual retainer fees in the form of Options."

2. Except as specifically  provided herein,  the Plan shall remain in full force
and effect.