SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                         Citizens Communications Company
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             (Exact Name of Registrant as Specified in Its Charter)

                Delaware                                060619596
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(State of Incorporation or Organization)    (IRS Employer Identification No.)

 High Ridge Park, P.O. Box 3801  Stamford, CT              06905
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(Address of Principal Executive Offices)                (Zip Code)


If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. |X|

If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. | |

Securities Act registration statement file number to which this form relates:
333-58044 and 333-07047 (if applicable).

Securities to be registered pursuant to Section 12(b) of the Act:

           Title of each class                Name of each exchange on which
           To be so registered                Each class is to be registered
           -------------------                ------------------------------

              Equity Units                     The New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:

                                      None
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                                (Title of Class)

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                                (Title of Class)






                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant's Securities to Be Registered.

      The class of securities to be registered hereby is the __% Equity Units
(the "Equity Units") of Citizens Communications Company, a Delaware corporation.

      For a description of the Equity Units, reference is made to the Prospectus
Supplement dated June __, 2001 to the Prospectus contained in the Registration
Statement on Form S-3 of Citizens Communications Company (Registration No.
333-58044), which description is incorporated herein by reference.

Item 2. Exhibits.

      1.    Prospectus and Prospectus Supplement (included herewith).

      2.    Form of Warrant Agreement between Citizens Communications Company
            and The Chase Manhattan Bank, as Warrant Agent (incorporated herein
            by reference to Exhibit 4.1 to the Form 8-K, filed on June 12,
            2001).

      3.    Form of Pledge Agreement among Citizens Communications Company, The
            Bank of New York, as Collateral Agent, Securities Intermediary and
            Custodial Agent, and The Chase Manhattan Bank, as Warrant Agent
            (incorporated herein by reference to Exhibit 4.2 to the Form 8-K,
            filed on June 12, 2001).

      4.    Form of Remarketing Agreement between Citizens Communications
            Company and Morgan Stanley & Co. Incorporated, as Remarketing Agent
            (incorporated herein by reference to Exhibit 4.3 to the Form 8-K,
            filed on June 12, 2001).

      5.    Form of Equity Unit Certificate and Treasury Equity Unit Certificate
            (incorporated herein by reference to Exhibits 4.5 and 4.6 to the
            Form 8-K, filed on June 12, 2001).

      6.    Form of Senior Indenture between Citizens Communications Company and
            The Chase Manhattan Bank, as Trustee (incorporated herein by
            reference to Exhibit 4.1 to the Form 8-K, filed on May 24, 2001).

      7.    Form of Second Supplemental Indenture to the Senior Indenture
            between Citizens Communications Company and The Chase Manhattan
            Bank, as Trustee (incorporated herein by reference to Exhibit 4.4 to
            the Form 8-K, filed on June 12, 2001).

      8.    Form of Senior Note (incorporated herein by reference to Exhibit 4.7
            to the Form 8-K, filed on June 12, 2001).


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                                    SIGNATURE

      Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.

      Date:  June 12, 2001          CITIZENS COMMUNICATIONS COMPANY

                                    By:   /s/ Donald B. Armour
                                        ---------------------------------
                                        Name:  Donald B. Armour
                                        Title:  Vice President, Finance &
                                                Treasurer





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