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): May 26, 2005

                         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)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))






ITEM 1.01 Entry into a Material Definitive Agreement
          ------------------------------------------

          (a)  In connection with the  resignation of L. Russell Mitten,  former
               Senior  Vice  President,  General  Counsel and  Secretary  of the
               Company,  on July 13, 2005 the Company  entered into a separation
               agreement  with Mr.  Mitten  (which was  amended as of August 31,
               2005).  The agreement  provides for severance equal to one years'
               base salary  plus a bonus for 2005  prorated  through  August 31,
               2005.  The  agreement  also  provides  for vesting of  restricted
               shares through 2006, which shares Mr. Mitten would otherwise have
               forfeited.

          (b)  As  previously  reported by the Company,  at the  Company's  2005
               Annual  Meeting  of  Stockholders,   the  Company's  stockholders
               approved the  proposed  amendment  to the  Company's  Amended and
               Restated  2000 Equity  Incentive  Plan (the "Plan") to remove the
               2,500,000  share  sub-limit for  stock-based  awards,  other than
               stock  options,  without  increasing  the total  number of shares
               available  for  issuance  under the  Plan.  A copy of the Plan is
               incorporated  herein by reference to Appendix A to the  Company's
               Proxy Statement dated April 20, 2005.

          (c)  Effective  July 1, 2005,  the Company  amended  its  compensation
               arrangements for non-employee directors to reduce the fee payable
               to the lead  director  from  $20,000 to $15,000  and to provide a
               $30,000  annual fee for a  non-employee  Chairman.  The Company's
               Board of Directors does not currently have a Chairman.


ITEM 9.01 Financial Statements and Exhibits
          ---------------------------------

          (a)  Exhibits:

               10.19.2   Amended  and  Restated  2000  Equity   Incentive   Plan
               (incorporated  by reference to Appendix A to the Company's  Proxy
               Statement dated April 20, 2005, File No. 001-11001).









                                    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
                                Senior Vice President and
                                Chief Accounting Officer


Date:  November 1, 2005