EXHIBIT A




                  AMENDMENT TO ARTICLE FOURTH OF THE RESTATED
          CERTIFICATE OF INCORPORATION OF CITIZENS UTILITIES COMPANY



        "FOURTH:" (a)   The total number of shares of stock which this 
corporation shall have authority to issue is six hundred and fifty million 
(650,000,000) shares of which fifty million (50,000,000) shares shall be shares 
of Preferred Stock with a par value of one cent ($.01) each, amounting in 
aggregate of five hundred thousand dollars ($500,000), six hundred million 
(600,000,000) shares shall be shares of Common Stock, par value of twenty-five 
cents ($.25) each, amounting in the aggregate to one hundred and fifty million 
dollars ($150,000,000).

        (b)     The Preferred Stock may be issued from time to time in one or 
more series, and in such amounts as may be determined by the Board of Directors.
The designation, powers, preferences and relative, participating optional, 
conversion and other rights, and the qualifications, limitations and 
restrictions thereof, of the Preferred Stock of each series, which shall not be 
fixed by the Certificate of Incorporation, shall be such as may be fixed or 
altered by resolution or resolutions by the Board of Directors (authority so to 
do being hereby expressly granted to, and vested in, the Board of Directors) to 
the full extent now or hereafter permitted by the laws of Delaware.

        (c)     Each holder of Common Stock shall at every meeting of the 
stockholders be entitled to one vote in person or by written proxy signed by him
for each full share of Common Stock owned by him and shall be entitled to vote 
upon all such matters as may come before the stockholders including without 
limitation the election of directors, which shall be decided by majority vote 
of the Common Stock present or represented by proxy and entitled to vote at the 
meeting. The stockholders of this corporation shall have no preemptive right
to subscribe to any issue of shares of stock of this corporation not or
hereafter made.

        (d)     Each full share of the former Common Stock Series B with the par
value of twenty-five cents ($.25 each ("Common Stock Series B") which shall be 
outstanding immediately prior to the time when this Article FOURTH shall become 
effective, shall, upon such effectiveness, automatically and without any further
action on the part of the holder thereof, be changed and reclassified into one 
full share of Common Stock. Each certificate representing a share or shares of 
Common Stock Series B (Including those certificates representing a share or 
shares of the former common Stock Series A) shall thereafter represent a like 
number of shares of Common Stock of this corporation into which the shares of 
Common Stock Series B have been changed and reclassified and shall for all 
purposes be deemed evidence of the ownership of a like number of shares of 
Common Stock of this corporation into which the shares of Common Stock Series B 
have been changed and reclassified. The holders of such certificates shall not 
be required immediately to surrender the same in exchange for certificates of 
Common Stock, but, as such certificates representing shares of Common Stock 
Series B are surrendered for transfer, this corporation shall cause to be issued
certificates representing shares of Common Stock, and, at any time upon 
surrender by any holders of certificates representing Common Stock Series B, 
this corporation shall cause to be issued thereof certificates for a like number
of shares of Common Stock of this corporation."

                                      A-1