8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 12, 2004

Citizens Communications Company

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-11001	06-0619596
(Commission File Number)	(IRS Employer Identification No.)
3 High Ridge Park, Stamford, Connecticut	06905
(Address of principal executive offices)	(Zip Code)

(203) 614-5600

(Registrant’s telephone number, including area code)

(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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Item 8.01 Other Events.

On March 30, 2001, Citizens Communications Company (the “Company”) filed a registration statement (File No. 333-58044) on Form S-3 with the Securities and Exchange Commission (the “Commission”), as amended by Amendment No. 1 thereto filed with the Commission on May 7, 2001 (the “Registration Statement”). (The prospectus contained therein is referred to as the “Prospectus”.) The Company filed a supplement to the Prospectus dated November 8, 2004, relating to the issuance and sale of up to $700,000,000 aggregate principal amount of the Company’s 6¼ % Senior Notes due 2013 (the “Prospectus Supplement”) with the Commission. In connection with the filing of the Prospectus Supplement with the Commission, the Company is filing certain exhibits as part of this Form 8-K. See “Item 9.01, Financial Statements and Exhibits.”

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

1.1   —Underwriting Agreement dated November 8, 2004 between the Company and J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, Greenwich Capital Markets, Inc., Deutsche Bank Securities Inc. and UBS Securities LLC, as Underwriters.

4.1   —Third Supplemental Indenture to Indenture, dated as of November 12, 2004 between the Company and JPMorgan Chase Bank.

4.2   —Form of 2013 Note (contained in Exhibit 4.1).

5.1   —Opinion of Finn Dixon & Herling LLP.

12.1 —Statement of computation of ratio of earnings to fixed charges.

23.1 —Consent of Finn Dixon & Herling LLP (contained in exhibit 5.1).

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SIGNATURES

                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 hereunto duly authorized.

	CITIZENS COMMUNICATIONS COMPANY
Date: November 12, 2004	By:	/s/ Robert J. Larson
		Robert J. Larson
		Senior Vice President and Chief Accounting Officer

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Exhibit Index

Exhibit Number	Description
1.1	Underwriting Agreement dated November 8, 2004 between the Company and J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, Greenwich Capital Markets, Inc., Deutsche Bank Securities Inc. and UBS Securities LLC, as Underwriters.
4.1	Third Supplemental Indenture to Indenture, dated as of November 12, 2004 between the Company and JPMorgan Chase Bank.
4.2	Form of 2013 Note (contained in Exhibit 4.1).
5.1	Opinion of Finn Dixon & Herling LLP.
12.1	Statement of computation of ratio of earnings to fixed charges.
23.1	Consent of Finn Dixon & Herling LLP (contained in exhibit 5.1).

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EX-1.1

Exhibit 1.1

$700,000,000

CITIZENS COMMUNICATIONS COMPANY

UNDERWRITING AGREEMENT

November 8, 2004

J.P. Morgan Securities Inc.

As Representative of the
several Underwriters listed
in Schedule 1 hereto

c/o J.P. Morgan Securities Inc.

270 Park Avenue

New York, New York 10017

Ladies and Gentlemen:

Citizens Communications Company, a Delaware corporation (the “COMPANY”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “UNDERWRITERS”), for whom J.P. Morgan Securities Inc. is  acting as representative (the “REPRESENTATIVE”), $700,000,000 principal amount of its 6 ¼ % Senior Notes due 2013 (the “NOTES”).  The Notes will be issued pursuant to an Indenture dated May 23, 2001 (the “BASE INDENTURE”), as supplemented by the Third Supplemental Indenture, to be dated as of November 12, 2004, between the Company and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee (the “TRUSTEE”).  The Base Indenture, as supplemented by the Third Supplemental Indenture, is referred to herein as the “INDENTURE”.  The Notes are more fully described in the Prospectus Supplement hereinafter mentioned.

The Company has filed with the Securities and Exchange Commission (the “COMMISSION”) a registration statement, including a prospectus, relating to the debt securities to be issued from time to time by the Company and has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission a final prospectus supplement (the “PROSPECTUS SUPPLEMENT”) specifically relating to the Notes pursuant to Rule 424 under the Securities Act of 1933, as amended (the “SECURITIES ACT”).  The term “REGISTRATION STATEMENT” means the registration statement, including the exhibits thereto and the documents incorporated by reference therein, as amended to the date of this Agreement.  After filing of any registration statement pursuant to Rule 462(b) of the Securities Act, the term “Registration Statement” shall include such Rule 462(b) registration statement.  The term “BASIC PROSPECTUS” means the prospectus included in the Registration Statement at the time it was declared effective by the Commission.  The term “PROSPECTUS” means the Basic Prospectus together with the Prospectus Supplement.  The term “PRELIMINARY PROSPECTUS” means a preliminary prospectus supplement specifically relating to the Notes, together with the Basic Prospectus, that was used prior to the execution of this Agreement.  As used herein, the terms “Basic Prospectus”, “Prospectus” and “preliminary prospectus” shall include in each case the documents, if any, incorporated by reference therein.  The terms “SUPPLEMENT”, “AMENDMENT” and “AMEND” as used herein shall include all documents deemed to be incorporated by reference in the Prospectus that are filed subsequent to the date of the Basic Prospectus by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “EXCHANGE ACT”).

1.             REPRESENTATIONS AND WARRANTIES.  The Company represents and warrants to and agrees with each of the Underwriters that:

(a)           The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the knowledge of the Company, threatened by the Commission.

(b)           (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Prospectus complied when filed or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements in such documents, in light of the circumstances under which they were made, not misleading, (ii) the Registration Statement, when it became effective, did not contain, and the Registration Statement, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement (as of its effective date) and the Prospectus (as of the date of the then most recent supplement thereto) complied, and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, and (iv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply (A) to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use therein or (B) to that part of the Registration Statement that constitutes the Statement of Eligibility (Form T-1) under the Trust Indenture Act of 1939, as amended (the “TRUST INDENTURE ACT”), of the Trustee.

(c)           The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(d)           Each subsidiary of the Company set forth on Schedule 2 attached hereto (each, a “SIGNIFICANT SUBSIDIARY”) has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; all of the issued shares of capital stock of each Significant Subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly, free and clear of all liens, encumbrances, equities or claims.

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(e)           This Agreement has been duly authorized, executed and delivered by the Company.

(f)            The Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company and is a valid and legally binding agreement of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equity.

(g)           The Notes have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement will be entitled to the benefits of the Indenture and will be valid and legally binding obligations of the Company, in each case enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equity.

(h)           The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, the Indenture and the Notes, as applicable, (collectively, the “TRANSACTION DOCUMENTS”) will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except where such violation, default, lien, charge, or encumbrance would not have a material adverse effect on the consolidated financial position, results of operations or business of the Company and its subsidiaries, taken as a whole (a “MATERIAL ADVERSE EFFECT”); (ii) contravene any provision of applicable law or the certificate of incorporation or by-laws of the Company; or (iii) result in the violation of any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any of its subsidiaries, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, the Indenture and the Notes, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes and except in the case of this clause (iii) where any such violation or failure to obtain a consent or other approval would not cause a Material Adverse Effect or prevent the consummation of the transaction contemplated hereby.

(i)            Each Transaction Document conforms in all material respects to the description thereof contained in the Prospectus.

(j)            Since the date as of which information is given in the Registration Statement and the Prospectus (exclusive of amendments or supplements after the date hereof) and as of the date hereof, except as otherwise stated therein, (i) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, management or operations of the Company and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, (ii) none of the Company or any of its subsidiaries has incurred any material liability or obligation, direct or contingent, other than in the ordinary course of business, (iii) none of the Company or any of its subsidiaries has entered into any material transaction other than in the ordinary course of business and (iv) there has not been any change in the capital stock or

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long-term debt of the Company or any of its subsidiaries, or any dividend or distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of its capital stock, or any redemption in respect thereof, except that capital stock may have changed due to the exercise of stock options and grants of restricted stock in the ordinary course of business and the conversion of the Company Obligated Mandatorily Redeemable Convertible Preferred Securities due 2036.

(k)           There are (i) no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not so described and which, if determined adversely to the Company or any of its subsidiaries, would have a Material Adverse Effect or (ii) any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed or incorporated by reference as exhibits to the Registration Statement that are not described, filed or incorporated as required.

(l)            Each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder and did not and, as supplemented will not contain at the time of such supplement, any untrue statement of a material fact or omit to state a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (except that, for the avoidance of doubt, the Company is issuing $700,000,000 aggregate principal amount of the Notes).

(m)          The Company is not and, after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as described in the Prospectus, will not be an “investment company” or a company controlled by an investment company as such term is defined in the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder.

(n)           The Company is not a “public utility holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended (the “PUBLIC UTILITY HOLDING COMPANY ACT”), and the rules and regulations of the Commission thereunder.

(o)           The Company and its subsidiaries (i) are, to the Company’s best knowledge, in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“ENVIRONMENTAL LAWS”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are, to the Company’s best knowledge, in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not have a Material Adverse Effect.

(p)           Except as disclosed in the Prospectus, there are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any per-

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mit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would have a Material Adverse Effect.

(q)           All of the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable.

(r)            KPMG LLP are independent certified public accountants with respect to the Company and its subsidiaries (i) as required by the Securities Act and the rules and regulations of the Commission thereunder and (ii) within the meaning of Rule 101 of the Code of Professional Conduct of the American Institute of Certified Public Accountants and its interpretations and rulings thereunder.  The financial statements (including the related notes) contained or incorporated by reference in the Prospectus comply as to form in all material respects with the applicable requirements under the Securities Act and the Exchange Act; such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods covered thereby and fairly present in all material respects the financial position of the entities purported to be covered thereby at the respective dates indicated and the results of their operations and their cash flows for the respective periods indicated; and the financial information contained or incorporated by reference in the Prospectus is derived from the accounting records of the Company and its subsidiaries and fairly present in all material respects the information purported to be shown thereby.  The other financial and statistical information and data included in the Prospectus are, in all material respects, fairly presented.

(s)           The Company and each of its subsidiaries possess all material licenses, certificates, authorizations and permits issued by, and have made all declarations and filings with, the appropriate federal, state or foreign regulatory agencies or bodies which are necessary or desirable for the ownership of their respective properties or the conduct of their respective businesses as described in the Prospectus, except where the failure to possess or make the same would not, singularly or in the aggregate, have a Material Adverse Effect, and neither the Company nor any of its subsidiaries has received notification of any revocation or modification of any such license, certificate, authorization or permit or has any reason to believe that any such license, certificate, authorization or permit will not be renewed in the ordinary course in each case where such revocation, modification or failure of renewal would have a Material Adverse Effect.

(t)            There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith that are currently in effect, including Section 402 relating to loans and Sections 302 and 906 relating to certifications.

2.             TERMS OF PUBLIC OFFERING.  The Company is advised by the Representative that the Underwriters propose to make a public offering of their respective portions of the Underwriters’ Notes as soon after this Agreement has been entered into as in the Representative’s judgment is advisable.  The terms of the public offering of the Underwriters’ Notes are set forth in the Prospectus.  The Company acknowledges and agrees that the Underwriters may offer and sell Notes to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Notes purchased by it to or through any Underwriter.

3.             PAYMENT AND DELIVERY.  The Company hereby agrees to issue and sell the Notes to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Notes

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set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 98.00% of the principal amount thereof plus accrued interest, if any, from November 12, 2004 to the Closing Date (as defined below).  The Company will not be obligated to deliver any of the Notes except upon payment for all the Notes to be purchased as provided herein.

Payment for and delivery of the Notes will be made at the offices of Cahill Gordon & Reindel LLP, 80 Pine Street, New York, New York at 10:00 A.M., New York City time, on November 12, 2004, or at such other time or place on the same or such other date, as the Representative and the Company may agree upon in writing.  The time and date of such payment and delivery is referred to herein as the “CLOSING DATE”.

Payment for the Notes shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Notes (collectively, the “GLOBAL NOTE”), with any transfer taxes payable in connection with the sale of the Notes duly paid by the Company.  The Global Note will be made available for inspection by the Representative not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.

4.             CONDITIONS TO THE UNDERWRITERS’ OBLIGATIONS.  The several obligations of the Underwriters are subject to the following conditions:

(a)           Subsequent to the execution and delivery of the Underwriting Agreement and prior to the Closing Date:

(i)      there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s securities by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and

(ii)     there shall not have occurred any change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business affairs, management or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) that, in the judgment of the Representative, is material and adverse and that makes it, in the judgment of the Representative, impracticable to proceed with the offering, sale or delivery of the Notes on the terms and in the manner contemplated in the Prospectus.

(b)           The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 4(a)(i) above and to the effect that as of the Closing Date, the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied in all material respects all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date.  The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.

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(c)           The Underwriters shall have received on the Closing Date an opinion of Shearman & Sterling LLP, outside counsel for the Company, dated the Closing Date, to the effect as set forth in Exhibit A hereto.

(d)           The Underwriters shall have received on the Closing Date an opinion of Finn Dixon & Herling LLP, outside counsel for the Company, dated the Closing Date, to the effect as set forth in Exhibit B hereto.

(e)           The Company shall have furnished an opinion of L. Russell Mitten, Senior Vice President and General Counsel of the Company, to the effect as set forth in Exhibit C hereto.

(f)            The Underwriters shall have received on the Closing Date an opinion of Cahill Gordon & Reindel LLP, special counsel for the Underwriters, dated the Closing Date, with respect to such matters as the Representative may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

(g)           The Underwriters shall have received on the date of this Agreement and on the Closing Date letters, dated respectively the date of this Agreement and the Closing Date, in form and substance satisfactory to the Underwriters, from the Company’s independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Prospectus.

5.             COVENANTS OF THE COMPANY.  In further consideration of the agreements of the Underwriters herein contained, the Company covenants with each Underwriter as follows:

(a)           To advise the Underwriters promptly and, if requested, confirm such advice in writing, of the happening of any event which makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as amended or supplemented from time to time) in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading; to advise the Underwriters promptly of any order preventing or suspending the use of the Prospectus, of any suspension of the qualification of the Notes for offering or sale in any jurisdiction and of the initiation or threatening of any proceeding for any such purpose; and to use its reasonable best efforts to prevent the issuance of any such order preventing or suspending the use of the Registration Statement or the Prospectus or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time.

(b)           To furnish the Representative, without charge, upon request, one conformed copy of the Registration Statement (including exhibits thereto) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and to furnish the Representative in New York City, without charge, prior to 10:00 a.m. New York City time on the second business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as the Representative may reasonably request.

(c)           Before amending or supplementing the Registration Statement or the Prospectus with respect to the Notes, to furnish to the Representative a copy of each such proposed amend-

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ment or supplement and not to file any such proposed amendment or supplement to which the Representative reasonably objects.

(d)           If, during such period after the first date of the public offering of the Notes as in the opinion of counsel for the Underwriters the Prospectus is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Representative will furnish to the Company) to which Notes may have been sold by the Representative on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law.

(e)           To use their reasonable efforts to qualify the Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative shall reasonably request.

(f)            To make generally available to the Company’s security holders and to the Representative as soon as practicable an earning statement covering a twelve-month period beginning on the first day of the first full fiscal quarter after the date of this Agreement, which earning statement shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder.  If such fiscal quarter is the last fiscal quarter of the Company’s fiscal year, such earning statement shall be made available not later than 90 days after the close of the period covered thereby and in all other cases shall be made available not later than 45 days after the close of the period covered thereby.

(g)           To assist the Underwriters in arranging for the Notes to be eligible for clearance and settlement through The Depository Trust Company (“DTC”).

(h)           During the period beginning on the date of this Agreement and continuing to and including the 30th day after the Closing Date, not to, and to cause its affiliates not to, offer, sell, contract to sell or otherwise dispose of any debt securities of the Company or warrants to purchase debt securities of the Company substantially similar to the Notes (other than (i) the Notes and (ii) commercial paper issued in the ordinary course of business), without the prior written consent of the Representative.

(i)            To apply the net proceeds from the sale of the Notes as set forth in the Prospectus under the heading “Use of Proceeds”.

(j)            Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company’s counsel and the Company’s accountants in connection with the registration and delivery of the Notes under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and

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dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Notes to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Notes under state law and all expenses in connection with the qualification of the Notes for offer and sale under state law as provided in Section 5(d) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel, (v) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Notes by the National Association of Securities Dealers, Inc., if required, (vi) any fees charged by the rating agencies for any rating of the Notes, (vii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Notes, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and, with the prior approval of the Company, any such consultants, and the reasonable cost of any aircraft chartered in connection with the road show with the prior approval of the Company, and (viii) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section.  It is understood, however, that except as provided in this Section, Section 6 entitled “Indemnity and Contribution” and the last paragraph of Section 8 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, and any advertising expenses connected with any offers they may make.

6.             INDEMNITY AND CONTRIBUTION.  (a) The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim as such expenses are incurred) that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or that arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use therein.

(b)           Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Underwriter, but only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus or any amendments or supplements thereto.

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(c)           In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either Section 6(a) or 6(b), such person (the “INDEMNIFIED PARTY”) shall promptly notify the person against whom such indemnity may be sought (the “INDEMNIFYING PARTY”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay reasonable fees and disbursements of such counsel related to such proceeding.  In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.  It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred.  Such firm shall be designated in writing by the Representative, in the case of parties indemnified pursuant to Section 6(a) above, and by the Company, in the case of parties indemnified pursuant to Section 6(b) above.  The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.  Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement.  No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (x) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d)           To the extent the indemnification provided for in Section 6(a) or 6(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Notes or (ii) if the allocation provided by clause 6(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 6(d)(i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.  The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Notes

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shall be deemed to be in the same respective proportions as the net proceeds from the offering of such Notes (before deducting expenses) received by the Company and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus Supplement, bear to the aggregate public offering price of the Notes.  The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The Underwriters’ respective obligations to contribute pursuant to this Section 6 are several in proportion to the respective principal amounts of Notes they have purchased hereunder, and not joint.

(e)           The Company and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 6 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 6(d).  The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 6, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Notes underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(f)            The indemnity and contribution provisions contained in this Section 6 and the representations, warranties and other statements of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter or the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Notes.

7.             TERMINATION.  This Agreement shall be subject to termination by notice given by the Representative to the Company, if (a) after the execution and delivery of the Underwriting Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on or by, as the case may be, any of the New York Stock Exchange, the American Stock Exchange, the National Association of Securities Dealers, Inc., the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the judgment of the Representative, is material and adverse and (b) in the case of any of the events specified in clauses 7(a)(i) through 7(a)(iv), such event, singly or together with any other such event, makes it, in the judgment of the Representative, impracticable to proceed with the offering, sale or delivery of the Notes on the terms and in the manner contemplated in the Prospectus.

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8.             DEFAULTING UNDERWRITERS.  If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Underwriters’ Notes that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of Underwriters’ Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Underwriters’ Notes to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of Underwriters’ Notes set forth opposite their respective names in the Underwriting Agreement bears to the aggregate amount of Underwriters’ Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative may specify, to purchase the Underwriters’ Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; PROVIDED that in no event shall the amount of Underwriters’ Notes that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 8 by an amount in excess of one-ninth of such amount of Underwriters’ Notes without the written consent of such Underwriter.  If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Underwriters’ Notes and the aggregate amount of Underwriters’ Notes with respect to which such default occurs is more than one-tenth of the aggregate amount of Underwriters’ Notes to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Underwriters’ Notes are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company.  In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected.  Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

9.             COUNTERPARTS.  This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

10.           APPLICABLE LAW.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

11.           HEADINGS.  The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

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If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.

Very truly yours
CITIZENS COMMUNICATIONS COMPANY
By:	/s/ Donald B. Armour
	Name:	Donald B. Armour
	Title:	Senior Vice President, Finance & Treasurer

Accepted:  November 8, 2004

J.P. MORGAN SECURITIES INC.

For itself and on behalf of the
several Underwriters listed
in Schedule 1 hereto

By:	/s/ Richard P. Gabriel
	Authorized Signatory
	Richard P. Gabriel, V.P.

Schedule 1

Underwriter	Principal Amount
J.P. Morgan Securities Inc.	$	227,500,000
Morgan Stanley & Co. Incorporated	227,500,000
Banc of America Securities LLC	105,000,000
Greenwich Capital Markets, Inc.	70,000,000
Deutsche Bank Securities Inc.	35,000,000
UBS Securities LLC	35,000,000
Total	$	700,000,000

Schedule 2

Significant Subsidiaries

Citizens NEWCOM Company

Citizens Telecommunications Company of New York, Inc.

Citizens Telecommunications Company of West Virginia

Citizens Telecommunications Company of the White Mountains, Inc.

Citizens Utilities Company of California

Citizens Utilities Rural Company, Inc.

Electric Lightwave, LLC

Frontier Communications of Minnesota, Inc.

Frontier Subsidiary Telco LLC

Frontier Telephone of Rochester, Inc.

Exhibit A

[Opinion of Shearman & Sterling LLP]

November [  ], 2004

J.P. Morgan Securities Inc.
Morgan Stanley & Co. Incorporated

Banc of America Securities LLC
Greenwich Capital Markets, Inc.

Deutsche Bank Securities Inc.
UBS Securities LLC

c/o J.P. Morgan Securities Inc.

270 Park Avenue

New York, New York  10017

Citizens Communications Company

Ladies and Gentlemen:

We have acted as special counsel to Citizens Communications Company, a Delaware corporation (the “Company”), in connection with the purchase and sale of 700,000,000 aggregate principal amount of the Company’s 6 ¼ % senior notes due 2013 (the “Notes”) pursuant to the Underwriting Agreement dated as of November 8, 2004 (the “Agreement”) among the Company and each of you.  The Notes are to be issued pursuant to an indenture, dated as of May 23, 2001 (the “Base Indenture”), between the Company and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture, dated as of November [   ], 2004 (the “Third Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).  This opinion is furnished to you pursuant to Section 4(c) of the Agreement.

In that connection, we have reviewed originals or copies of the following documents:

(a)The Agreement.

(b)The Indenture.

(c)A form of the certificate representing the Notes.

The documents described in the foregoing clauses (a) through (c) are collectively referred to herein as the “Opinion Documents.”

We have also reviewed the following:

(a)           The certificate of incorporation of the Company, as amended through May 19, 2000, and the by-laws of the Company, as amended through April 1, 2003.

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(b)           The Registration Statement on Form S-3 (Registration No. 333-58044) filed by the Company pursuant to the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission on March 30, 2001 and amended on May 7, 2001.

(c)           A copy of the base prospectus dated May 9, 2001 as supplemented by the final prospectus supplement dated November 8, 2004 relating to the Notes, in each case in the form in which it was filed pursuant to Rule 424(b) under the Securities Act.

(d)           Originals or copies of such other corporate records of the Company, certificates of public officials and of officers of the Company and agreements and other documents as we have deemed necessary as a basis for the opinion expressed below.

In our review of the Opinion Documents and other documents, we have assumed:

(a) The genuineness of all signatures.

(b)The authenticity of the originals of the documents submitted to us.

(c)The conformity to authentic originals of any documents submitted to us as copies.

(d)           As to matters of fact, the truthfulness of the representations made in the Agreement and the other Opinion Documents and in certificates of public officials and officers of the Company.

(e)           That each of the Opinion Documents is the legal, valid and binding obligation of each party thereto, other than the Company, enforceable against each such party in accordance with its terms.

(f)That:

(i)            The Company is an entity duly organized and validly existing under the laws of the jurisdiction of its organization.

(ii)           The Company has full power to execute, deliver and perform the Opinion Documents to which it is a party.

(iii)          The execution, delivery and performance of the Company of the Opinion Documents to which it is a party does not:

(A)          except with respect to Generally Applicable Law, violate any law, rule or regulation applicable to it; or

(B)           result in any conflict with or breach of any agreement or document binding on it of which any addressee hereof has knowledge, has received notice or has reason to know.

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(iv)          Except with respect to Generally Applicable Law, no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or (to the extent the same is required under any agreement or document binding on it of which an addressee hereof has knowledge, has received notice or has reason to know) any other third party is required for the due execution, delivery or performance by any party to any Opinion Document to which it is a party or, if any such authorization, approval, action, notice or filing is required, it has been duly obtained, taken, given or made and is in full force and effect.

We have not independently established the validity of the foregoing assumptions.

“Generally Applicable Law” means the federal law of the United States of America, and the law of the State of New York (including the rules or regulations promulgated thereunder or pursuant thereto), that a New York lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Company, the Opinion Documents or the transactions governed by the Opinion Documents, and for purposes of assumption paragraph (f) above and our opinion in paragraph 1 below, the General Corporation Law of the State of Delaware.   Without limiting the generality of the foregoing definition of Generally Applicable Law, the term “Generally Applicable Law” does not include any law, rule or regulation that is applicable to the Company, the Opinion Documents or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to the specific assets or business of any party to any of the Opinion Documents or any of its affiliates.

Based upon the foregoing and upon such other investigation as we have deemed necessary and subject to the qualifications set forth below, we are of the opinion that:

1.         The Company has taken all corporate action necessary to authorize the execution, delivery and performance of each Opinion Document to which it is a party.

2.         The Agreement has been duly executed and delivered by the Company.

3.         The Indenture has been duly executed and delivered and is the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

4.         The Notes have been duly executed by the Company and, when authenticated by the Trustee in accordance with the Indenture and delivered and paid for as provided in the Agreement, the Notes will be the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture.

5.         The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended.

                Our opinions expressed above are subject to the following qualifications:

(a)           Our opinions in paragraphs 3 and 4 above are subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally (including without limitation all laws relating to fraudulent transfers).

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(b)           Our opinions in paragraphs 3 and 4 are also subject to the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law).

(c)           Our opinions are limited to Generally Applicable Law and we do not express any opinion herein concerning any other law.

                                This opinion letter is rendered to you in connection with the transactions contemplated by the Opinion Documents.  This opinion letter may not be relied upon by you for any other purpose without our prior written consent.

                                This opinion letter speaks only as of the date hereof.  We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact that may occur after the date of this opinion letter that might affect the opinions expressed herein.

Very truly yours,

A-4

Exhibit B

[Opinion of Finn Dixon & Herling LLP]

November [   ], 2004

J.P. Morgan Securities Inc.

As Representative of the
several Underwriters listed
in Schedule 1 to the Underwriting

Agreement referenced below

c/o J.P. Morgan Securities Inc.

270 Park Avenue

New York, New York  10017

Ladies and Gentlemen:

We have acted as special counsel to Citizens Communications Company, a Delaware corporation (the “Company”), in connection with the issuance and sale of $700 million aggregate principal amount of  6 ¼ % senior notes (each, a “Senior Note” and collectively, the “Senior Notes”) due 2013.  The Senior Notes will be issued pursuant to the Indenture (as defined below).

This opinion letter is being furnished to you pursuant to Section 4(d) of the Underwriting Agreement, dated as of November 8, 2004, between the Company and J.P. Morgan Securities Inc., as Representative of the several Underwriters listed in Schedule 1 thereto.  Capitalized terms used but not defined herein have the meanings set forth in the Underwriting Agreement.

In connection with this opinion letter, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of (i) the Company’s Registration Statement on Form S-3, File No. 333-58044, as amended to the date hereof (the “Registration Statement”), (ii) the Company’s Prospectus, dated May 9, 2001 (the “Basic Prospectus”), and Prospectus Supplement, dated November 8, 2004 (as supplemented, the “Prospectus”), (iii) the Restated Certificate of Incorporation of the Company, as currently in effect, (iv) the By-Laws of the Company, as currently in effect, (v) resolutions adopted by the Board of Directors of the Company relating to, among other things, the issuance and sale of the Senior Notes, (vi) the Underwriting Agreement, (vii) the Senior Indenture, dated as of May 23, 2001, between the Company and JPMorgan Chase Bank, as successor to The Chase Manhattan Bank, as trustee (the “Indenture Trustee”), as amended and supplemented by the Third Supplemental Indenture to the Indenture, dated as of November [  ], 2004 (such indenture, as so supplemented and amended, the “Indenture”), between the Company and the Indenture Trustee, relating to the Senior Notes, and (viii) the form of the Senior Notes and specimens thereof. The Underwriting Agreement and the Indenture are collectively referred to in this opinion letter as the “Transaction Documents.” We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or representatives of the Company and others, and such other agreements, docu-

B-1

ments, instruments, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth below.

In rendering the opinions expressed below, we have, with your consent, assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic, conformed or telecopied copies, the authenticity of the originals of such copies, the legal capacity of natural persons and the accuracy of all certificates of public officials.  As to questions of fact not independently verified by us we have relied, to the extent we deemed appropriate, upon representations, certificates and statements of officers and representatives of the Company, public officials and other persons we deemed appropriate.  Additionally, we have, with your consent, assumed and relied upon the following:

(a)the accuracy of all certificates and other statements, documents, records, financial statements and papers reviewed by us, and the accuracy of all representations, warranties, schedules and exhibits contained in the Underwriting Agreement and the Indenture, with respect to the factual matters set forth therein;

(b)all parties to the documents reviewed by us (other than the Company) are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of formation and under the laws of all jurisdictions where they are conducting their businesses or otherwise required to be so qualified, and have full power and authority to execute, deliver and perform under such documents and all such documents have been duly authorized, executed and delivered by such parties; and

(c)each of the Transaction Documents constitutes the valid and legally binding obligation of each party thereto (other than the Company) enforceable against such party in accordance with its terms.

The phrases “best of our knowledge”, “to our knowledge”, “to our actual knowledge”, “known to us”, “we are not aware of”, or similar phrases, as used herein, mean that during the course of our representation of the Company no information has come to our attention that would give us current actual knowledge, and as to the last sentence of paragraph 3 we have relied upon representations of the Company without further inquiry.

Based upon our examination as described above, and subject to the assumptions and qualifications stated herein, we are of the opinion that:

1. The Company is validly existing as a corporation in good standing under the laws of Delaware and has the corporate power and authority to own its property and to conduct its business as described in the Prospectus.

2.  The Company has the authorized capitalization as set forth in the Prospectus.

3. Each Significant Subsidiary of the Company is validly existing as a corporation, limited liability company or limited partnership in good standing under the laws of the jurisdiction of its incorporation or formation and has the corporate, limited liability company or partnership power and authority (as applicable) to own its property and to conduct its business as described in the Prospectus.

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4. The Company has the full right, corporate power and authority to execute and deliver each of the Transaction Documents and to perform its obligations thereunder.

5. The execution and delivery by the Company of, and the performance by the Company of its obligations under, the Indenture, the Senior Notes, and the Underwriting Agreement will not contravene any provision of Applicable Law or the Restated Certificate of Incorporation or By-Laws of the Company or any agreement or other instrument binding upon the Company or any of its subsidiaries that is set forth as an Exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (the “Form 10-K”) or to any subsequently filed Current Reports on Form 8-K or Quarterly Reports on Form l0-Q or, to the best of our knowledge, any judgment, order or decree of any Governmental Authority having jurisdiction over the Company or any of its subsidiaries, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Company of its obligations under the Transaction Documents, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Senior Notes.

6. The descriptions in the Prospectus of statutes and contracts and other documents are accurate in all material respects. The statements (a) in the Prospectus Supplement under the captions “Description of Notes” and “Underwriting”, (b) in the Basic Prospectus, as supplemented by the Prospectus Supplement, under the captions “Description of Debt Securities,” “Plan of Distribution,” and (c) in Part II of the Registration Statement under Item 15, in each case insofar as such statements constitute summaries of the legal matters, documents, or conclusions referred to therein, in each case in all material respects fairly presents the information called for with respect to such legal matters, documents and conclusions and fairly summarizes the matters referred to therein. We do not know of any legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not so described or of any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed or incorporated by reference as exhibits to the Registration Statement that are not described, filed or incorporated as required.

7. The Company is not an “investment company” as such term is defined in the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder, without taking into account any exemption under the Investment Company Act arising out of the number of holders of the Company’s securities.

8. The Company is not a “holding company” within the meaning of the Public Utility Holding Company Act and regulations of the Commission thereunder.

9. Each document filed pursuant to the Exchange Act subsequent to December 31, 2003 incorporated by reference in the Prospectus (except for financial statements and schedules and other financial and statistical data included or incorporated by reference therein, as to which we express no opinion) (such documents are referred to as the “Exchange Act Documents”) complied when so filed as to form in all material respects with the Exchange Act and the applicable rules and regulations of the Commission promulgated thereunder; and the Registration Statement, when it became effective, and the Prospectus, as of November 8, 2004 (except for financial statements and schedules and other financial and statistical data included or incorporated by reference therein as to which we express no opinion), complied as to form in all material respects with the Securities Act and the applicable rules and regulations of the Commission promulgated thereunder.

B-3

10. Subject to the qualifications and limitations stated therein, the statements set forth in the Prospectus under the caption “Material United States Federal Income Tax Consequences,” insofar as they purport to constitute summaries of matters of United States federal income tax laws and regulations or legal conclusions with respect thereto, constitute accurate summaries of the matters described therein in all material respects.

As used in this opinion letter, the term (a) “Applicable Law” means only the laws of the United States, the State of New York and the General Corporation Law of the State of Delaware, but without us having made any special investigation as to the applicability of any specific law, rule or regulation except as specified, and (b) “Governmental Authority” means any New York or federal executive, legislative, judicial, administrative or regulatory body.

We have participated in conferences with officers and representatives of the Company, representatives of the independent public accountants of the Company, and representatives of the Underwriters and their counsel at which the contents of the Exchange Act Documents, Registration Statement and Prospectus and related matters were discussed, and, although we have not independently verified and are not passing upon and assume no responsibility for the accuracy, completeness or fairness of the statements contained in the Exchange Act Documents, Registration Statement and Prospectus (except as specified in paragraphs 6 and 10), on the basis of the foregoing (relying as to factual matters upon the statements of officers and other representatives of the Company and others) no facts have come to our attention that cause us to believe that the Registration Statement, as of its effective date, or the Prospectus (including the Exchange Act Documents), as of November 8, 2004, or at the date of this opinion letter, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that we express no view with respect to the financial statements and related notes thereto and the other financial and statistical information included in, incorporated by reference in, or excluded from the Registration Statement and Prospectus, including the Exchange Act Documents).

Members of this firm are members of the Bar of the State of New York and the foregoing opinions are limited to the laws of the State of New York, the Federal laws of the United States that, in our experience, are normally applicable to transactions of the type contemplated by the Transaction Documents (but not including those regulating the telecommunications and public utility industries), and the General Corporation Law of the State of Delaware.

Our opinions set forth in this letter are based upon the facts in existence and laws in effect on the date hereof and we expressly disclaim any obligation to update our opinions herein, regardless of whether changes in such facts or laws come to our attention after the delivery hereof.

Our opinions with respect to good standing and valid existence are based solely on certificates of the relevant Secretaries of State.

This opinion letter is solely for the benefit of the addressee hereof in connection with the consummation of the transactions contemplated by the Underwriting Agreement. This opinion letter may not be relied upon in any manner by any other person and may not be disclosed, quoted, filed with a governmental agency or otherwise referred to without our express prior written consent.

Very truly yours

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Exhibit C

[Opinion of L. Russell Mitten]

November [   ], 2004

J.P. Morgan Securities Inc.

As Representative of the
several Underwriters listed
in Schedule 1 to the Underwriting

Agreement referenced below

c/o J.P. Morgan Securities Inc.

270 Park Avenue

New York, New York  10017

Ladies and Gentlemen:

I am Senior Vice President and General Counsel and Secretary of Citizens Communications Company, a Delaware corporation (the “Company”). You have requested my opinion with respect to certain matters relating to the issuance and sale of $700 million aggregate principal amount of 6 ¼ % senior notes (each, a “Senior Note” and collectively the “Senior Notes”) due 2013 of the Company.  The Senior Notes will be issued pursuant to the Indenture (as defined below).

This opinion letter is being furnished to you pursuant to Section 4(e) of the Underwriting Agreement, dated as of November 8, 2004, between the Company and J.P. Morgan Securities Inc., as Representative of the several Underwriters listed in Schedule 1 thereto.  Capitalized terms used but not defined herein have the meanings set forth in the Underwriting Agreement.

In connection with this opinion letter, 1 have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction, of: (i) the Company’s Registration Statement on Form S-3, File No. 333-58044, as amended to the date hereof (the “Registration Statement”), (ii) the Company’s Prospectus, dated May 9, 2001 (the “Basic Prospectus”), and Prospectus Supplement, dated November 5, 2004 (as supplemented, the “Prospectus”), (iii) the Restated Certificate of Incorporation of the Company, as currently in effect, (iv) the By-Laws of the Company, as currently in effect, (v) resolutions adopted by the Board of Directors of the Company relating to, among other things, the issuance and sale of the Senior Notes, (vi) the Underwriting Agreement, (vii) the Senior Indenture, dated as of May 23, 2001, between the Company and JPMorgan Chase Bank, as successor to The Chase Manhattan Bank, as trustee (the “Indenture Trustee”), as amended and supplemented by the Third Supplemental Indenture to the Indenture, dated as of November [   ], 2004 (such indenture, as so supplemented and amended, the “Indenture”), between the Company and the Indenture Trustee, relating to the Senior Notes, and (viii) the form of the Senior Notes and specimens thereof.  I have also examined originals or copies of  such records of the Company and such agreements, certificates of public officials, certificates of officers or representatives of the Company and others, and such other agreements, documents, instruments, certificates, and records as I have deemed necessary or appropriate as a basis for the opinions set forth below.

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In rendering the opinions expressed below, I have, with your consent, assumed and relied upon the accuracy and completeness of all certificates and other statements, documents, records, financial statements, and papers reviewed by me.

I am a member of the Bar of the States of Missouri, Texas, Washington, and Hawaii and do not express any opinion herein other than with respect to the laws of the States of Missouri, Texas, Washington, and Hawaii and those federal laws of the United States that I reasonably believe to be applicable to a transaction of this nature (in each case, solely to the extent set forth herein and including those laws regulating the telecommunications and public utilities industries), the Delaware General Corporation Law, and the New York Business Corporation Law (collectively, the “Applicable Laws”).

As used in this opinion letter, the term “Governmental Authority” means any New York or federal executive, legislative, judicial, administrative or regulatory body.

Based upon my examination as described above, and subject to the assumptions and qualifications stated, I am of the opinion that:

                (1)           The Company has been duly incorporated under the laws of Delaware.

                (2)           Each Significant Subsidiary has been duly incorporated under the laws of its jurisdiction of organization.

                (3)           The statements (a) in “Item 1- Business-Regulatory Environment” and “Item 3 — Legal Proceedings” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, and (b) in “Item 1 — Legal Proceedings” of Part II of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2004 and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2004, in each case insofar as such statements constitute summaries of the legal matters, documents, conclusions, or proceedings referred to therein, in each case in all material respects fairly presents the information called for with respect to such legal matters, documents, conclusions, and proceedings and fairly summarizes the matters referred to therein.

                (4)           There are no legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus, or to be filed or incorporated by reference as exhibits to the Registration Statement, that are not described, filed or incorporated as required.

                (5)           The execution and delivery by the Company of, and the performance by the Company of its obligations under the Indenture, the Senior Notes, and the Underwriting Agreement will not contravene any provision of Applicable Law or, to the best of my knowledge, any judgment, order or decree of any Governmental Authority having jurisdiction over the Company or any of its subsidiaries, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Company of its obligations under the Transaction Documents, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Senior Notes.

I have participated in conferences with officers and representatives of the Company, representatives of the independent public accountants of the Company, and representatives of the Underwriters

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and their counsel at which the contents of the Registration Statement, Prospectus, the documents filed pursuant to the  Exchange Act subsequent to December 31, 2003 incorporated by reference in the Prospectus (except for financial statements and schedules and other financial and statistical data included or incorporated by reference therein, as to which I express no opinion) (the “Exchange Act Documents”) and related matters were discussed, and, although I have not independently verified and am not passing upon and assume no responsibility for the accuracy, completeness or fairness of the statements contained in the Exchange Act Documents, Registration Statement and Prospectus (except as specified in paragraphs 2 and 3), on the basis of the foregoing (relying as to factual matters upon the statements of officers and other representatives of the Company and others) no facts have come to my attention that cause me to believe that the Registration Statement, as of its effective date, or the Prospectus (including the Exchange Act Documents), as of November 8, 2004, or at the date of this opinion letter, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that I express no view with respect to the financial statements and related notes thereto and the other financial and statistical information included in, incorporated by reference in, or excluded from the Registration Statement and Prospectus, including the Exchange Act Documents).

This opinion letter is solely for the benefit of the addressees hereof in connection with the consummation of the financing transactions contemplated by the Underwriting Agreement. This opinion letter may not be relied upon in any manner by any other person (other than Finn Dixon & Herling LLP) and may not be disclosed, quoted, filed with a governmental agency or otherwise referred to without my express prior written consent.  My opinions set forth in this letter are based upon the facts in existence and laws in effect on the date hereof and I expressly disclaim any obligation to update my opinions herein, regardless of whether changes in such facts or laws come to my attention after the delivery hereof.

Very truly yours,

L. Russell Mitten

Senior Vice President, General Counsel & Secretary

Citizens Communications Company

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EX-4.1

Exhibit 4.1

Citizens Communications Company

And

JPMorgan Chase Bank,

As trustee

Third Supplemental Indenture

Dated as of November 12, 2004 to

Senior Indenture

Dated as of May 23, 2001

TABLE OF CONTENTS

Section 1.	Definitions.
Section 2.	Terms and Conditions of the Securities.
Section 3.	Form of Notes.
Section 4.	Transfer and Exchange.
Section 5.	Limitation on Mergers, Consolidations and Sales of Assets.
Section 6.	Covenants.
Section 7.	Redemption.
Section 8.	Miscellaneous.

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THIRD SUPPLEMENTAL INDENTURE, dated as of November 12, 2004 (this “Supplemental Indenture”), between CITIZENS COMMUNICATIONS COMPANY, a Delaware corporation (the “Issuer” or the “Company”), and JPMORGAN CHASE BANK, a corporation duly organized and existing under the laws of the State of New York, as trustee (the “Trustee”).

W I T N E S S E T H :

WHEREAS, the Issuer and the Trustee have duly executed and delivered an Indenture, dated as of May 23, 2001 (the “Indenture”), providing for the authentication, issuance, delivery and administration of unsecured debentures, notes or other evidences of indebtedness to be issued in one or more series by the Issuer (the “Securities”);

WHEREAS, pursuant to the terms of the Indenture, the Issuer desires to provide for the establishment of a new series of Securities (the “Notes”) to be issued under the Indenture in an aggregate principal amount of $700,000,000, which may be authenticated and delivered as provided in the Indenture;

WHEREAS, the Issuer desires to supplement and amend the provisions of the Indenture to issue the Notes;

WHEREAS, Section 8.1 of the Indenture expressly permits the Issuer and the Trustee to enter into one or more supplemental indentures for the purposes, inter alia, of establishing the forms and terms of Securities of any series as permitted by Sections 2.1 and 2.3 of the Indenture or making certain provisions in the Indenture which the Issuer deems necessary or desirable, and permits the execution of such supplemental indentures without the consent of the Holders of any Securities then outstanding;

WHEREAS, for the purposes hereinabove recited, and pursuant to due corporate action, the Issuer has duly determined to execute and deliver to the Trustee this Supplemental Indenture; and

WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture a valid and legally binding instrument in accordance with its terms have been done and performed, and the execution and delivery hereof has been in all respects duly authorized;

NOW, THEREFORE, in consideration of the premises, the Issuer and the Trustee mutually covenant and agree as follows:

Section 1. Definitions.

1.1.Unless the context otherwise requires:

(a)A term not defined herein that is defined in the Indenture has the same meaning when used in this Supplemental Indenture;

(b)A term defined anywhere in this Supplemental Indenture has the same meaning throughout;

(c)A reference to a Section or Article is to a Section or Article of this Supplemental Indenture.

1.2.Unless the context otherwise requires, the following terms shall have the following meanings:

“Acquired Indebtedness” means Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Issuer or Indebtedness of a Subsidiary of the Issuer assumed in connection with an Asset Acquisition by such Subsidiary; provided such Indebtedness was not Incurred in connection with or in contemplation of such Person becoming a Subsidiary or such Asset Acquisition.

“Adjusted Treasury Rate” means, with respect to any redemption date:

(1)the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or

(2)if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary that apply to such transfer or exchange.

“Asset Acquisition” means (1) an investment by the Issuer or any of its Subsidiaries in any other Person pursuant to which such Person shall become a Subsidiary or shall be merged into or consolidated with the Issuer or any of its Subsidiaries; or (2) an acquisition by the Issuer or any of its Subsidiaries of the property and assets of any Person other than the Issuer or any of its Subsidiaries that constitute substantially all of a division, operating unit or line of business of such Person.

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“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” as such term is used in Section 13(d)(3) of the Exchange Act, such “person” shall be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition.

“Capital Lease Obligations” means Indebtedness represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with generally accepted accounting principles.  The amount of Indebtedness shall be the capitalized amount of the obligations determined in accordance with generally accepted accounting principles consistently applied.

“Capital Stock” means, with respect to any entity, any and all shares, interests, participations or other equivalents (however designated) of or in such entity’s Common Stock or other equity interests, and options, rights or warrants to purchase such Common Stock or other equity interests, whether now outstanding or issued after the Issue Date.

“Change of Control” means the occurrence of any of the following:

(1)the adoption of a plan relating to the liquidation or dissolution of the Issuer;

(2)any “person,” as such term is used in Section 13(d)(3) of the Exchange Act, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the voting power of the Voting Stock of the Issuer; provided that a transaction in which the Issuer becomes a Subsidiary of another Person shall not constitute a Change of Control if (a) the stockholders of the Issuer immediately prior to such transaction beneficially own, directly or indirectly through one or more intermediaries, 50% or more of the voting power of the outstanding Voting Stock of such other Person of whom the Issuer is then a Subsidiary and (b) immediately following such transaction no person (as defined above) other than such other Person, Beneficially Owns, directly or indirectly, more than 50% of the voting power of the Voting Stock of the Issuer; or

(3)the first day on which a majority of the members of the Board of Directors of the Issuer are not Continuing Directors.

“Commodity Agreement” means any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement.

“Common Stock” means:

(1)in the case of a corporation, corporate stock;

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(2)in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4)any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes (“Remaining Life”).

“Comparable Treasury Price” means, for any redemption date, (1) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations the average of all such quotations.

“Continuing Director” means, as of any date of determination, any member of the Board of Directors of the Issuer who:

(1)was a member of such Board of Directors on the Issue Date; or

(2)was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.

 “Credit Facilities” means one or more debt facilities or commercial paper facilities, in each case with banks or other lenders, including the Rural Telephone Finance Cooperative, providing for revolving credit loans, term loans, receivables financings, including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables, letters of credit or other borrowings, including capital markets debt, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

“Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement.

“Custodian” means JPMorgan Chase Bank, as custodian of the Notes on behalf of the Depositary.

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

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“Definitive Note” means a Note in certificated form, other than a Global Note, issued in accordance with Section 3 hereof, substantially in the form of Exhibit A hereto, except that such note shall not bear the Global Note Legend.

“Depositary” means The Depository Trust Company or any other depositary from time to time specified pursuant to the Indenture.

“Designated Subsidiary” means any Subsidiary of the Issuer (a) the Capital Stock of which the Issuer intends to distribute to its shareholders or (b) the assets or Capital Stock of which the Issuer intends to sell or otherwise dispose of to any Person other than the Issuer or any of its Subsidiaries, in each case, as evidenced by a Board Resolution.

“Disqualified Stock” means any class or series of Capital Stock of any Person that by its terms or otherwise is (1) required to be redeemed prior to the Stated Maturity of the Notes, (2) redeemable at the option of the holder of such class or series of Capital Stock at any time prior to the Stated Maturity of the Notes or (3) convertible into or exchangeable for Capital Stock referred to in clause (1) or (2) above or Indebtedness having a scheduled maturity prior to the Stated Maturity of the Notes.

“Fair Market Value” means the price that would be paid in an arm’s length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Board of Directors, whose determination, unless otherwise specified, shall be conclusive if evidenced by a Board Resolution.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and in the statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the Issue Date.  All ratios and computations contained or referred to in this Supplemental Indenture and the Indenture shall be computed in conformity with GAAP applied on a consistent basis, except that calculations made for purposes of determining compliance with the terms of the covenants and with other provisions of this Supplemental Indenture and the Indenture shall be made without giving effect to (1) the amortization of any expenses incurred in connection with the offering of the Notes and the application of the proceeds therefrom, including any costs or expenses and the write-off of any debt issuance costs in connection therewith, and (2) except as otherwise provided, the amortization of any amounts required or permitted by Statement of Financial Accounting Standards Nos. 141 and 142.

“Global Note Legend” means the legend set forth in Section 4.3 that is required to be placed on all Global Notes issued under this Supplemental Indenture.

“Global Notes” means, individually and collectively, each of the Notes that is a Global Security, issued in accordance with Section 3 hereof, substantially in the form of Exhibit A hereto.

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“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services (unless such purchase arrangements are on arm’s-length terms and are entered into in the ordinary course of business), to take-or-pay, or to maintain financial statement conditions or otherwise) or (2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.  The term “Guarantee” used as a verb has a corresponding meaning.

“Incur” means, with respect to any Indebtedness, to incur, create, issue, assume, Guarantee or otherwise become liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness; provided that (1) any Indebtedness of a Person existing at the time such Person becomes a Subsidiary shall be deemed to be incurred by such Subsidiary at the time it becomes a Subsidiary and (2) neither the accrual of interest nor the accretion or amortization of original issue discount nor the payment of interest or dividend in the form of additional Indebtedness shall be considered an Incurrence of Indebtedness.

“Indebtedness” means, with respect to any Person at any date of determination (without duplication):

(1)all indebtedness of such Person for borrowed money;

(2)all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3)all obligations of such Person in respect of letters of credit or other similar instruments (including reimbursement obligations with respect thereto, but excluding obligations with respect to letters of credit (including trade letters of credit) securing obligations entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if drawn upon, to the extent such drawing is reimbursed no later than the fifth Business Day following receipt by such Person of a demand for reimbursement);

(4)all obligations of such Person to pay the deferred and unpaid purchase price of property or services, which purchase price is due more than one year after the date of placing such property in service or taking delivery and title thereto or the completion of such services, except Trade Payables;

(5)all Capitalized Lease Obligations of such Person;

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(6)all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided that the amount of such Indebtedness shall be the lesser of (A) the Fair Market Value of such asset at such date of determination and (B) the amount of such Indebtedness;

(7)all Indebtedness of other Persons Guaranteed by such Person to the extent such Indebtedness is Guaranteed by such Person;

(8)to the extent not otherwise included in this definition, obligations under Interest Rate Agreements, Commodity Agreements and Currency Agreements, except for Interest Rate Agreements, Commodity Agreements and Currency Agreements entered into for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk; and

(9)all Disqualified Stock issued by such Person with the amount of Indebtedness represented by such Disqualified Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any.

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, provided:

(A)that the amount outstanding at any time of any Indebtedness issued with original issue discount is the face amount of such Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at such time as determined in conformity with GAAP;

(B)that money borrowed and set aside at the time of the Incurrence of any Indebtedness in order to prefund the payment of the interest on such Indebtedness shall not be deemed to be “Indebtedness” so long as such money is held to secure the payment of such interest; and

(C)that Indebtedness shall not include:

(I)any liability for federal, state, local or other taxes;

(II)workers’ compensation claims, self-insurance obligations, performance, surety, appeal and similar bonds and completion guarantees provided in the ordinary course of business;

(III)obligations arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two business days of its Incurrence; or

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(IV)any Indebtedness defeased or called for redemption.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Issuer.

“Indirect Participant” means a person who holds a beneficial interest in a Global Note through a Participant.

“Interest Rate Agreement” means any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement, option or future contract or other similar agreement or arrangement.

“Issue Date” means the date on which the Notes offered hereby are originally issued under this Supplemental Indenture.

“Lien” means, with respect to any property or assets, including Capital Stock, any mortgage or deed of trust, pledge, lien, hypothecation, assignment, deposit arrangement, security interest, charge, easement or zoning restriction that materially impairs usefulness or marketability, encumbrance, security agreement, Capital Lease Obligation, conditional sale, any other agreement that has the same economic effect as any of the above, or any sale and leaseback transaction.

“Moody’s” means Moody’s Investor Services, Inc. or any successor rating agency.

“Participant” means a person who has an account with the Depositary.

“Permitted Amount” means, at any time, the sum of (a) 10% of the value of the consolidated total assets of the Issuer and (b) 20% of the sum of the total consolidated current assets and net property, plant and equipment of the Issuer, in each case, as shown on, or computed from, the most recent quarterly or annual consolidated balance sheet filed by the Issuer with the SEC or provided to the Trustee.

“Reference Treasury Dealer” means any of the primary U.S. Government securities dealers in New York City.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.

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“Registrar” means the registrar specified from time to time pursuant to Section 3.2 of the Indenture.

“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., or any successor rating agency.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Stated Maturity” means, (1) with respect to any debt security, the date specified in such debt security as the fixed date on which the final installment of principal of such debt security is due and payable and (2) with respect to any scheduled installment of principal of or interest on any debt security, the date specified in such debt security as the fixed date on which such installment is due and payable.

“Subsidiary” means, with respect to any Person, any corporation, association or other business entity of which more than 50% of the voting power of the outstanding Voting Stock is owned, directly or indirectly, by such Person and one or more other Subsidiaries of such Person.

“Trade Payables” means, with respect to any Person, any accounts payable or any other indebtedness or monetary obligation to trade creditors created, assumed or Guaranteed by such Person or any of its Subsidiaries arising in the ordinary course of business in connection with the acquisition of goods or services.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is normally entitled to vote in the election of the Board of Directors of such Person.

Section 2. Terms and Conditions of the Securities.

There is hereby authorized the following new series of Notes:

2.1.6 1/4% Senior Notes due January 15, 2013.

(a)The Notes are hereby authorized and designated as the “6 1/4% Senior Notes due 2013”.

(b)The Notes shall be in an aggregate principal amount of $700,000,000 and shall bear interest at a rate of 6 1/4% per annum, shall mature on January 15, 2013 and are subject to optional redemption, in whole or in part, at any time prior to the stated maturity date thereof pursuant to the terms set forth in Section 7 hereof.

(c)The date from which interest shall accrue on the Notes, the interest payment dates of the Notes, the record date with respect to each payment of interest on the Notes and all other terms of the Notes are set forth in the form of Note attached hereto.

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2.2.Issuance of Additional Securities.  The Issuer shall be permitted to amend this Supplemental Indenture in order to increase the aggregate principal amount of Notes of any series that may be issued hereunder without the consent of the Holders of Notes of any series so affected.

Section 3. Form of Notes.

The Notes shall be issued in the form of Global Notes.  Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.  Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee, as custodian of the Global Notes, in accordance with instructions given by the Holder thereof as required by Section 4 hereof.

Section 4. Transfer and Exchange.

Notwithstanding any provisions to the contrary set forth in Article Two of the Indenture, the following terms and conditions shall govern the transfer and exchange of the Notes.

4.1.Transfer and Exchange of Global Notes.  A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.  All Global Notes shall be exchanged by the Issuer for Definitive Notes if (i) the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 90 days after the date of such notice from the Depositary or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes.  Upon the occurrence of any of the preceding events in (i) or (ii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee.  Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 4, shall be authenticated and delivered in the form of, and shall be, a Global Note.  A Global Note may not be exchanged for another Note other than as provided in this Section 4; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 4.2.

4.2.Transfer and Exchange of Beneficial Interests in the Global Notes.  The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of the Indenture, as supplemented by this Supplemental Indenture, and the Applicable Procedures.  Transfers of beneficial interests in the Global Notes also shall require compliance with either Section 4.2(a) or (b) below, as applicable:

(a)Transfer of Beneficial Interests in the Same Global Note.  Beneficial interests in any Global Note may be transferred to persons who take delivery thereof in the

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form of a beneficial interest in a Global Note.  No written orders or instructions shall be required to be delivered to the Registrar to register the transfers described in this Section 4.2(a).

(b)All Other Transfers and Exchanges of Beneficial Interests in Global Notes.  In connection with all transfers and exchanges of beneficial interests that are not subject to Section 4.2(a) above, the transferor of such beneficial interest must deliver to the Depositary either (1) (A) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in the Global Note, or in another Global Note in the case of an exchange, in an amount equal to the beneficial interest to be transferred or exchanged and (B) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (2) (A) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (B) instructions given by the Depositary to the Registrar containing information regarding the person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (2)(A) above.  Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in the Indenture, as supplemented by this Supplemental Indenture, and the Notes or otherwise applicable under the Securities Act, the Custodian shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 4.4 hereof.

4.3.Legend.  Each Global Note issued under this Supplemental Indenture shall bear a legend on the face of the Global Note in substantially the following form:

“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE CUSTODIAN MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 4.4 OF THE SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT

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NOT IN PART PURSUANT TO SECTION 4.1 OF THE SUPPLEMENTAL INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.10 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.”

4.4.Cancellation and/or Adjustment of Global Notes.

At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Custodian in accordance with Section 2.10 of the Indenture.  At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Custodian or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

Section 5. Limitation on Mergers, Consolidations and Sales of Assets.

5.1.In connection with the Notes (and for the avoidance of doubt, not in connection with any other series of notes issued under the Indenture, unless set forth by the supplemental indenture related thereto), Section 9.1 of the Indenture is hereby amended by deleting such section in its entirety and replacing it with the following:

“Limitation on Mergers, Consolidations and Sales of Assets.  The Issuer may not consolidate or merge with or into, or sell, lease or convey all or substantially all of its assets in any one transaction or series of transactions to any other corporation, unless:

(1)the resulting, surviving or transferee corporation (the “successor”) is either the Issuer or is a corporation organized under the laws of the United States, any state or the District of Columbia and expressly assumes by supplemental indenture all of the Issuer’s obligations under the Indenture, this Supplemental Indenture and the Notes; and

(2)immediately after giving effect to the transaction no Event of Default or event which with notice or lapse of time would be an Event of Default has occurred and is continuing.”

Section 6. Covenants.

In addition to the covenants set forth in Article Three of the Indenture, the following additional covenants shall apply to the Issuer in connection with the Notes:

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6.1.Limitation on Subsidiary Indebtedness.  The Issuer shall not permit any of its Subsidiaries to Incur any Indebtedness, other than

(A)Indebtedness of any Subsidiary of the Issuer consisting of (i) Guarantees by such Subsidiary of Indebtedness of the Issuer under Credit Facilities or (ii) Liens granted by such Subsidiary to secure such Guarantee or such Indebtedness of the Issuer, in an aggregate principal amount (without duplication), when taken together with the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Issuer and its Subsidiaries Incurred pursuant to the second sentence and clause (1) of the first paragraph of Section 6.2, not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lien;

(B)Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary; provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse to the Issuer or any of its other Subsidiaries;

(C)Acquired Indebtedness;

(D)Indebtedness existing on the Issue Date of any Subsidiary of the Issuer;

(E)Indebtedness of any Subsidiary of the Issuer issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D) of this paragraph; or

(F)Indebtedness in an aggregate principal amount, at any time outstanding, not to exceed $100 million.

The maximum amount of Indebtedness that may be Incurred pursuant to this Section 6.1 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies.

6.2.Limitations on Liens.  The Issuer shall not, and shall not permit any of its Subsidiaries to, allow any Lien on any of the Issuer’s or its Subsidiaries’ property or assets (which includes capital stock) securing Indebtedness, unless the Lien secures the Notes equally and ratably with, or prior to, any other Indebtedness secured by such Lien, so long as such other indebtedness is so secured, subject to certain exceptions described in this Section 6.2.  Section 6.2 shall not apply to secured debt which the Issuer or its Subsidiaries may issue, assume, guarantee or permit to exist up to 10% of the value of the consolidated total assets of the Issuer as shown on, or computed from, the most recent quarterly or annual balance sheet filed by the Issuer with the SEC or provided to the Trustee.  In addition, this Section 6.2 shall not apply to:

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(1)Liens securing indebtedness and other obligations under any senior bank financing of the Issuer or any of its Subsidiaries, including guarantees of indebtedness and other obligations under such senior bank financings, in an amount of up to 20% of the sum of the total consolidated current assets and net property, plant and equipment of the Issuer as shown on, or computed from, the most recent quarterly or annual balance sheet filed by the Issuer with the SEC or provided to the Trustee;

(2)Liens existing on the Issue Date;

(3)Liens on property that exist when the Issuer acquires the property that secure payment of the purchase price of the property;

(4)Liens securing debt that any Subsidiary of the Issuer owes to the Issuer or to any other Subsidiary of the Issuer;

(5)Liens on property, shares of stock or indebtedness of any entity that exists when (a) it becomes a Subsidiary of the Issuer, (b) it is merged into or consolidated with the Issuer or any of its Subsidiaries, or (c) the Issuer or any of its Subsidiaries acquires all or substantially all of the assets of the entity, provided that no such Lien extends to any other property of the Issuer or any of its Subsidiaries;

(6)Liens on property to secure debt incurred for development or improvement of the property;

(7)Liens securing (a) nondelinquent performance of bids or contracts (other than for borrowed money, obtaining of advances or credit or the securing of debt), (b) contingent obligations on surety and appeal bonds and (c) other similar nondelinquent obligations, in each case incurred in the ordinary course of business;

(8)Liens securing purchase money Indebtedness or Capital Lease Obligations, provided that (a) any such Lien attaches to the property within 270 days after the acquisition thereof and (b) such Lien attaches solely to the property so acquired;

(9)Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit account or other funds, provided that such deposit account is not a dedicated cash collateral account and is not subject to restrictions against the Issuer’s access in excess of those set forth by regulations promulgated by the Federal Reserve Board and such deposit account is not intended by the Issuer to provide collateral to the depository institution;

(10)pledges or deposits under worker’s compensation laws, unemployment insurance laws or similar legislation;

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(11)statutory and tax Liens for sums not yet due or delinquent or which are being contested or appealed in good faith by appropriate proceedings;

(12)Liens arising solely by operation of law and in the ordinary course of business, such as mechanics’, materialmen’s, warehousemen’s and carriers’ Liens and Liens of landlords or of mortgages of landlords on fixtures and movable property located on premises leased in the ordinary course of business;

(13)Liens on personal property (other than shares or debt of the Issuer’s Subsidiaries) securing loans maturing in not more than one year or on accounts receivables in connection with a receivables financing program;

(14)Liens securing financings in amounts up to the value of assets, businesses and properties acquired after the Issue Date; or any Lien upon any property to secure all or part of the cost of construction thereof or to secure debt incurred prior to, at the time of, or within twelve months after completion of such construction or the commencement of full operations thereof (whichever is later), to provide funds for such purpose; or

(15)extensions, renewals or replacement of any of the Liens described above, if limited to all or any part of the same property securing the original Lien.

Notwithstanding the foregoing, the Issuer shall not, and shall not permit any of its Subsidiaries to, Incur Liens securing Indebtedness or other obligations pursuant to the second sentence or clause (1) of the first paragraph of this Section 6.2, unless, after giving effect to the Incurrence of such Liens, the aggregate amount (without duplication) of (a) the Indebtedness and other obligations secured by Liens on the property or assets (which includes capital stock) of the Issuer and its Subsidiaries Incurred pursuant to the second sentence and clause (1) of the first paragraph of this Section 6.2  plus (b) the Indebtedness of the Issuer’s Subsidiaries Incurred pursuant to clause (A) of the first paragraph of Section 6.1 shall not exceed the Permitted Amount at the time of the Incurrence of such Liens.

6.3.Repurchase of Notes upon a Change of Control.  Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Issuer to repurchase all or any part, equal to $1,000 or an integral multiple thereof, of that Holder’s Notes pursuant to a Change of Control Offer on the terms set forth in this Supplemental Indenture at an offer price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes to the applicable date of repurchase (the “Change of Control Payment”).  Within 30 days following any Change of Control, if the Issuer had not, prior to the Change of Control, sent a redemption notice for all the Notes in connection with an optional redemption permitted by Section 7 hereof, the Issuer shall mail a notice to each registered Holder briefly describing the transaction or transactions that constitute a Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and Supplemental Indenture and described in such notice.

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The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control.  To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 6.3, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the provisions of this Section 6.3 by virtue of such conflict.

On the Change of Control Payment Date, the Issuer shall, to the extent lawful:

(1)accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

(2)deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof properly tendered; and

(3)deliver or cause to be delivered to the Trustee the notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuer.

The paying agent shall promptly mail to each registered Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail, or cause to be transferred by book entry, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof.  Any Note so accepted for payment shall cease to accrue interest on and after the Change of Control Payment Date.

This Section 6.3 shall be applicable, except as described in Section 6.3, following a Change of Control notwithstanding Section 7 hereof.

Notwithstanding the foregoing, the Issuer shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6.3 applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer.

The Issuer may make a Change of Control Offer in advance of a Change of Control, and conditional upon the occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

6.4.Termination of Certain Covenants.  In the event that the Notes receive a rating equal to or greater than BBB- by S&P and Baa3 by Moody’s (with a stable or better outlook in the case of a rating equal to BBB- by S&P and Baa3 by Moody’s) (each such rating, an “Investment Grade Rating”), and notwithstanding that the Notes may later

16

cease to have an Investment Grade Rating from either S&P or Moody’s or both, the Issuer and its Subsidiaries shall not be subject to Sections 6.1 and 6.3.

Section 7. Redemption.

7.1The Notes may be redeemed at the Issuer’s election, in whole or in part, at any time at a redemption price equal to the greater of:

(1)100% of the principal amount of the Notes to be redeemed then outstanding; and

(2)as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 50 basis points;

plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Notes to be redeemed.

If the Issuer selects a redemption date that is on or after a Record Date and on or before the related interest payment date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Note is registered at the close of business on such Record Date.

The Issuer shall mail a notice of redemption at least 30 days but not more than 60 days before the redemption date to each Holder of the Notes to be redeemed.

Unless the Issuer defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Notes or portions thereof called for redemption.

7.2In connection with the Securities (and for the avoidance of doubt, not in connection with any other series of Securities issued under the Indenture, unless set forth by supplemental indenture related thereto), the first sentence of the last paragraph of Section 12.2 of the Indenture is hereby amended by deleting such sentence and replacing it with the following:

“If less than all of the Securities are to be redeemed, selection of the Securities for redemption shall be made by the Trustee as follows:

(a)if the Securities are listed on any principal national securities exchange, in compliance with the requirements of such principal national securities exchange; or

(b)if the Securities are not so listed, on a pro rata basis (subject to the procedures of The Depository Trust Company) or, to the extent a pro rata basis is not permitted, in such manner as the Trustee shall deem to be fair and appropriate.

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However, no Security of $1,000 in principal amount or less shall be redeemed in part.  A new Security in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Security.”

Section 8. Miscellaneous.

8.1.Ratification of Indenture.  The Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed a part of the Indenture in the manner and to the extent herein and therein provided.

8.2.GOVERNING LAW.  THIS SUPPLEMENTAL INDENTURE AND EACH NOTE SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS.

8.3.Counterparts.  This Supplemental Indenture may be executed in several counterparts, each of which shall be an original, and all collectively but one instrument.

8.4.The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Issuer.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be executed as of the date first above written.

CITIZENS COMMUNICATIONS COMPANY,
as Issuer
By:
	Name:
	Title:

19

JPMORGAN CHASE BANK,
as Trustee
By:
	Name:
	Title:

EXHIBIT A

FORM OF NOTE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE CUSTODIAN MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 4.4 OF THE SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 4.1 OF THE SUPPLEMENTAL INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.10 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

Citizens Communications Company

6 ¹/₄ %  SENIOR NOTE DUE 2013

No.     

ORIGINAL ISSUE DATE:  November 12, 2004

$[     ],000,000 CUSIP: 17453BAP6

Citizens Communications Company, a corporation duly organized and existing under the laws of the State of Delaware (the “ISSUER”), for value received, hereby promises to pay CEDE & CO., or registered assigns, the principal sum of $ [    ],000,000 ([       ] HUNDRED MILLION DOLLARS) on January 15, 2013, at the Corporate Trust Office of JPMorgan Chase Bank, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay semi-annually in arrears on January 15 and July 15 of each year (each, an “INTEREST PAYMENT DATE”), commencing July 15, 2005, and at maturity (or on any redemption or repayment date) the amount of interest on said principal sum at said office or agency, in like coin or currency, at the rate per annum specified in the title of this Note, from November 12, 2004 or from the most recent Interest Payment

Date to which interest has been paid or duly provided for until said principal sum has been paid or duly provided for.  Interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

The interest payable on any Interest Payment Date which is punctually paid or duly provided for on such Interest Payment Date will be paid to the person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on January 1 or July 1 (in each case, whether or not a business day), as the case may be (each, a “REGULAR RECORD DATE”), immediately preceding such Interest Payment Date.  Interest payable on this Note which is not punctually paid or duly provided for on any Interest Payment Date therefor shall forthwith cease to be payable to the Person in whose name this Note is registered at the close of business on the Regular Record Date immediately preceding such Interest Payment Date, and such interest may either (i) be paid to the Person in whose name this Note is registered at the close of business on a special record date to be established for such payment by the Trustee or (ii) be paid in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, all as more fully provided in the Indenture referred to on the reverse hereof.

Payment of the principal of this Note, any premium and the interest due at maturity (or on any redemption or repayment date) will be made in immediately available funds upon surrender of this Note at the office or agency of the Paying Agent, as defined on the reverse hereof, maintained for that purpose in the Borough of Manhattan, The City of New York, or at such other paying agency as the Issuer may determine.  At the option of the Issuer, interest on the Notes may be paid by (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the register of Holders of the Notes or (ii) at the expense of the Issuer, by wire transfer to an account maintained by the Person entitled thereto as specified in writing to JPMorgan Chase Bank, as trustee, by such Person by the applicable record date of the Notes.

Reference is made to the further provisions of this Note set forth on the reverse hereof.  Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee under the Indenture referred to on the reverse hereof.

IN WITNESS WHEREOF, CITIZENS COMMUNICATIONS COMPANY has caused this instrument to be signed by its duly authorized officers.

Dated: November 12, 2004
	CITIZENS COMMUNICATIONS COMPANY
	By:
		Title:
	(SEAL)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the debt securities of the series designated herein referred to in the within-mentioned Indenture.

Dated: November 12, 2004
	JPMORGAN CHASE BANK,
	as Trustee
	By:
	Authorized Officer

[REVERSE OF NOTE]

NOTE DUE

1.INDENTURE.  (a)  This Note is one of a duly authorized issue of senior debt securities of the Issuer (hereinafter called the “NOTES”) of a series designated as the 6 ¼ % Senior Notes Due 2013 of the Issuer, in an aggregate principal amount of $700,000,000, all issued or to be issued under and pursuant to the Indenture, dated as of May 23, 2001, as supplemented by the Third Supplemental Indenture, dated as of November 12, 2004 (as so amended and supplemented, the “INDENTURE”), between the Issuer and JPMorgan Chase Bank (the “TRUSTEE”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Issuer, the Trustee and the Holders of the Notes, and the terms upon which the Notes are, and are to be, authenticated and delivered.  The Issuer has appointed JPMorgan Chase Bank at its principal corporate trust office in The City of New York as the paying agent (the “PAYING AGENT”, which term includes any additional or successor Paying Agent appointed by the Issuer) with respect to the Notes.  To the extent not inconsistent herewith, the terms of the Indenture are hereby incorporated by reference herein.

(b)  Other debentures, notes, bonds or other evidences of indebtedness (together with the Notes, hereinafter called the “SECURITIES”) may be issued under the Indenture in one or more series, which different series may vary from the Notes and each other, as in the Indenture provided.

(c)  All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.

2.AMENDMENTS AND WAIVERS.  The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuer and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected.  The Indenture also contains provisions permitting the Holders of a majority in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holder of all Securities of such series, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

3.OBLIGATION TO PAY PRINCIPAL, PREMIUM, IF ANY, AND INTEREST.  No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer or any other obligor on the Notes, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note in the manner, at the respective times, at the rate, at the place and in the coin or currency herein prescribed.

4.OPTIONAL REDEMPTION.  This Note is redeemable at the Issuer’s election, in whole or in part, at any time at a redemption price equal to the greater of:

(1)100% of the principal amount of the Notes to be redeemed then outstanding; and

(2)as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 50-basis points

plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Notes to be redeemed.

If the redemption date that is on or after a regular record date and on or before the related interest payment date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Note is registered at the close of business on such Record Date.

The Issuer will mail a notice of redemption at least 30 days but not more than 60 days before the redemption date to each Holder of the Notes to be redeemed.

Unless the Issuer defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption.

For purposes of the foregoing, the following terms shall have the following meanings:

“Adjusted Treasury Rate” means, with respect to any redemption date:

(1)the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (as defined below) (if no maturity is within three months before or after the Remaining Life (as defined below), yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or

(2)if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price (as defined below) for such redemption date.

The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker (as defined below) as having a maturity comparable to the remaining term of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes (“Remaining Life”).

“Comparable Treasury Price” means, for any redemption date, (1) the average of four Reference Treasury Dealer Quotations (as defined below) for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations the average of all such quotations.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Issuer.

“Reference Treasury Dealer” means any of the primary U.S. Government securities dealers in New York City.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.

5.REPURCHASE AT OPTION OF HOLDER.  Upon the occurrence of a Change of Control, and subject to certain conditions set forth in the Indenture, the Issuer will be required to offer to purchase all of the outstanding Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the date of repurchase.

6.CERTAIN COVENANTS.  The Indenture restricts the ability of the Issuer and its Subsidiaries to incur indebtedness at the Issuer’s Subsidiaries, create certain liens and merge or consolidate with other companies.  These covenants are subject to the covenant defeasance procedures outlined in the Indenture.

7.EFFECT OF EVENT OF DEFAULT.  If an Event of Default shall have occurred and be continuing under the Indenture, the principal hereof may be declared, and upon such declaration shall become, due and payable in the manner, with the effect and subject to the conditions provided in the Indenture.

8.DEFEASANCE.  The Indenture contains provisions for defeasance and covenant defeasance at any time of the indebtedness on this Note upon compliance by the Issuer with certain conditions set forth therein.

9.DENOMINATIONS; EXCHANGES.  (a)  The Notes are issuable in registered form without coupons in denominations of $1,000 and any multiple of $1,000 at the office or agency of the Issuer in the Borough of Manhattan, The City of New York, and in the manner and subject to the limitations provided in the Indenture, Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denomination.

10.HOLDER AS OWNER.  Prior to the due presentment of this Note for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may deem and treat the registered holder hereof as the absolute owner of this Note (whether or not this Note shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of receiving payment of, or on account of, the principal hereof and, subject to the provisions on the face hereof, interest hereon, and for all other purposes, and none of the Issuer or the Trustee or any agent of the Issuer or the Trustee shall be affected by any notice to the contrary.

11.NO LIABILITY OF CERTAIN PERSONS.  No recourse under or upon any obligation, covenant or agreement of the Issuer in the Indenture or any indenture supplemental thereto or in any Note, or because of the creation of any indebtedness represented thereby, shall be had against any past, present or future incorporator, shareholder, officer or director, as such, of the Issuer or of any successor, either directly or through the Issuer, or any successor corporation, under any constitution, statute or rule of law or by the enforcement of any assessment or otherwise, all such liability being expressly waived and released by the acceptance hereof and as part of the consideration for the issue hereof.

12.LOST,THEFT OR DESTRUCTION.  In case any Note shall at any time become mutilated, defaced or be destroyed, lost or stolen and such Note or evidence of the loss, theft or destruction thereof (together with the indemnity hereinafter referred to and such other documents or proof as maybe required in the premises) shall be delivered to the Trustee, a new Note or like tenor will be issued by the Issuer in exchange for the Note so mutilated or defaced, or in lieu of the Note so destroyed or lost or stolen, but, in case of any destroyed or lost or stolen Note, only upon receipt of evidence satisfactory to the Trustee and the Issuer that such Note was destroyed or lost or stolen and, if required, upon receipt also of indemnity satisfactory to each of them.  All expenses and reasonable charges associated with procuring such indemnity and with the preparation, authentication and delivery of a new Note shall be born by the owner of the Note mutilated, defaced, destroyed, lost or stolen.

13.      GOVERNING LAW.  This Note shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law provisions thereof.

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto:

PLEASE INSERT SOCIAL SECURITY NUMBER OR TAXPAYER IDENTIFICATION NUMBER OF ASSIGNEE

PLEASE PRINT OR TYPE NAME AND ADDRESS,
INCLUDING ZIP CODE, OF ASSIGNEE

the within Note of Citizens Communications Company and all rights thereunder and hereby irrevocably constitutes and appoints such person attorney to transfer such Note on the books of Citizens Communication Company, with full power of substitution in the premises.

Dated:

Signature

NOTICE:THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.  THE SIGNATURE SHOULD BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY, A MEMBER ORGANIZATION OF A NATIONAL STOCK EXCHANGE OR BY SUCH OTHER ENTITY WHOSE SIGNATURE IS ON FILE WITH AND ACCEPTABLE TO THE TRANSFER AGENT.

Tax Identification No.:

Signature Guarantee:

EX-5.1

Exhibit 5.1

November 12, 2004

Citizens Communications Company
3 High Ridge Park
Stamford, Connecticut 06905

Re:          Citizens Commmunications Company — Registration Statement on Form S-3

Ladies and Gentlemen:

                We have acted as special counsel to Citizens Communications Company, a Delaware corporation (the “Company”), in connection with (i) the issuance by the Company of up to $700,000,000 in aggregate principal amount of 6¼% senior notes due 2013 (the “Notes”) pursuant to the prospectus supplement dated November 8, 2004 (the “Prospectus Supplement”) to the prospectus dated May 9, 2001 forming part of the Registration Statement of the Company on Form S-3, File No. 333-58044 as amended by Amendment No. 1 thereto (as amended, the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) and (ii) the Current Report on Form 8-K of the Company to be filed with the Commission on November 12, 2004 (the “Current Report”). The Notes will be issued pursuant to the Indenture, dated as of May 23, 2001 (the “Indenture”), between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture thereto, dated as of November 12, 2004 (the “Supplemental Indenture”).

                In rendering the opinion set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, the Indenture, the Supplemental Indenture and originals, telecopies or photocopies, certified or otherwise identified to our satisfaction, of such records of the Company and all such agreements, certificates of public officials, certificates of officers or representatives of the Company and others, and such other documents, certificates and corporate or other records as we have deemed necessary or appropriate as a basis for this opinion. As to all matters of fact (including, without limitation, matters of fact set forth in this opinion), we have relied upon and assumed the accuracy of statements and representations of officers and other representatives of the Company and others. In our examination, we have assumed the genuineness of all signatures (other than those on behalf of the Company), the legal capacity of natural persons signing or delivering any instrument, the authority of all persons signing the Registration Statement, the Indenture and the Supplemental Indenture, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, certified or otherwise,

and the authenticity of the originals of such documents, and that the Indenture has been duly authorized, executed and delivered by the Trustee.

                Based upon the foregoing, and in reliance thereon, and subject to the qualifications, assumptions and exceptions heretofore and hereinafter set forth, we are of the opinion that the Indenture has been duly authorized, executed and delivered by the Company and is valid and binding and enforceable against the Company in accordance with its terms, and when (a) the Supplemental Indenture is duly executed and delivered by the Company substantially in the form attached as Exhibit 4.1 to the Current Report, (b) the Supplemental Indenture is duly authorized, executed and delivered by the Trustee substantially in the form attached as Exhibit 4.1 to the Current Report and (c) the Notes are duly executed by the Company and authenticated in accordance with the terms of the Indenture and issued and delivered in accordance with the terms of the Indenture, as supplemented by the Supplemental Indenture, against payment therefor as contemplated by the Prospectus Supplement, the Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

                Our opinions set forth in the foregoing paragraph are (in addition to any other limitations set forth herein) limited by the laws, principles and public policies referred to in the following clauses (a) through (c):

                (a)           Applicable bankruptcy, receivership, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of the rights and remedies of creditors, secured parties and parties to contracts generally.

                (b)           General principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and the exercise of equitable powers by a court of competent jurisdiction (and no opinion is given herein as to any specific or equitable relief of any kind or as to the availability of equitable remedies).

                (c)           Law and public policy governing provisions of any of the Indenture, Supplemental Indenture or Notes with respect to contribution, reimbursement, indemnification or the like or prospectively releasing a party with respect to any liability or claim.

                We do not express, or purport to express, any opinion with respect to the laws of any jurisdiction other than the laws of the State of Connecticut, the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States of America.

                We hereby consent to the filing of this letter as an exhibit to the Current Report and further consent to the use of our name under the heading “Legal Matters” in the Prospectus which forms a part of the Registration Statement. In giving this consent, we

2

do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder by the Commission. This opinion is given as of the date hereof and we assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereafter occur or come to our attention or any changes in law which may hereafter occur.

Very truly yours,

Finn Dixon & Herling LLP

3

EX-12.1

Exhibit 12.1

Citizens Communications Company

Statements of the Ratio of Earnings to Fixed Charges (a)

(Dollars in Thousands)

(Unaudited)

																Nine Months
																Ended
	Years Ended December 31,															September 30,
	2003			2002			2001			2000			1999			2004
Pre-tax income (loss) from continuing operations before dividends on convertible preferred securities, extraordinary expense and cumulative effect of changes in accounting principle	$	195,509		$	(1,231,640	)	$	(72,521	)	$	(49,993	)	$	217,709		$	70,493
(Income) or loss from equity investees	(535		)	(780		)	(1,799		)	(1,935		)	(2,019		)	(413		)
Minority interest	—			—			—			(12,222		)	(23,227		)	—
Pre-tax income (loss) from continuing operations before adjustment for minority interest in consolidated subsidiaries or (income) or loss from equity investees	194,974			(1,232,420		)	(74,320		)	(64,150		)	192,463			70,080
Fixed charges	430,659			489,124			399,752			206,650			142,847			295,421
Distributed income of equity investees	—			1,400			2,350			800			600			—
Interest capitalized	(2,993		)	(7,390		)	(5,675		)	(4,766		)	(8,681		)	(1,722		)
Carrying cost of equity forward contracts	—			—			(13,650		)	—			—			—
Preference security dividend requirements of consolidated subsidiaries	(10,063		)	(10,063		)	(10,063		)	(10,063		)	(10,063		)	(7,547		)
Total earnings	612,577			(759,349		)	298,394			128,471			317,166			356,232
Ratio of earnings to fixed charges	1.42			(1.55		)	0.75			0.62			2.22			1.21

Note: The above calculation was performed in accordance with Regulation S-K 229.503(d) Ratio of earnings to fixed charges.

(a)For the years ended December 31, 2002, 2001 and 2000, earnings were insufficient to cover fixed charges by $1.25 billion, $101.4 million and $78.2 million, respectively.