8-K

                      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 29, 1994



                         CITIZENS UTILITIES COMPANY
              (Exact name of registrant as specified in charter)


Delaware                                0-1291          06-0619596 
(State or other jurisdiction  (Commission File Number)(IRS Employer
      of incorporation)                        Identification No.)



High Ridge Park, P.O. Box 3801,  Stamford, Connecticut        06905 
    (Address of principal executive offices              (Zip code)



                               (203) 329-8800
            (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

On November 29, 1994, Citizens Utilities Company and ALLTEL
Corporation announced they have entered into eight definitive
agreements for Citizens to purchase approximately 109,000 telephone
access lines, and cable television systems serving 7,000
subscribers, in eight states for an aggregate transaction value of
approximately $290 million.

On November 29, 1994, the Registrant issued a press release, a copy
of which is filed herewith as Exhibit 99 and incorporated herein by
reference in its entirety. 

           
Item 7.   Financial Statements, Pro Forma Financial Information and 
          Exhibits.

          (c) Exhibits

            99   Press release of Citizens Utilities Company      
                 released November 29, 1994.





                               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 UTILITIES COMPANY
                                         (Registrant)




Date:  December 7, 1994             By:/s/   Livingston E. Ross   
                                       ---------------------------
                                     Vice President and Controller
   

EX-99

FOR IMMEDIATE RELEASE

Contact:     Brigid M. Smith
             Citizens Utilities
             (203) 329-5042

CITIZENS UTILITIES TO ACQUIRE ALLTEL TELEPHONE PROPERTIES


Stamford, Connecticut, November 29, 1994 -- Citizens Utilities
announced today that it has entered into a definitive agreement
with ALLTEL Corporation to acquire approximately 109,000
telephone access lines, and cable television systems serving
7,000 subscribers, in Arizona, California, Nevada, Oregon, New
Mexico, Tennessee, Utah and West Virginia.  

Consideration for the transaction will be cash, assumed debt of
approximately $32 million, and the transfer of 3,600 Citizens
telephone access lines, for an aggregate transaction value of
approximately $290 million.   Citizens currently provides
telecommunications service in six of the eight states in which
the properties are located. The transfer of ownership will occur
on a state-by-state basis, as necessary regulatory approvals are
received.

Leonard Tow, Citizens' chairman and chief executive officer,
said, "This acquisition fits Citizens' strategy of acquiring and
operating telecommunications, natural gas, electric, water and
wastewater businesses in small and medium-size communities that
are experiencing above-average population and job growth.

"Our commitment to providing these communities with the most
advanced technology, products and services is the key to superior

growth in the telecommunications business.  As more people
migrate from urban America in search of a better quality of life
for their families, they are moving to areas like those we
serve," Mr. Tow said.

Mr. Tow added, "From the outset, this transaction will produce
increases in earnings, earnings per share and cash flow for our
shareholders and will further Citizens' unparalleled financial
performance." 




ALLTEL (NYSE: AT) is a telecommunications and information
services company.  Its subsidiaries provide local telephone
service, cellular telephone service, information services and
other related services.

Citizens Utilities (NYSE: CZNA, CZNB) is a growing diversified
company providing telecommunications, natural gas, electric,
water and wastewater treatment services to customers in 17
states.  Citizens also has a significant investment in Centennial
Cellular Corp., a cellular telephone company, and owns and
operates Electric Lightwave, Inc., a competitive telephone access
provider. 



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