SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

JACKSON DEAN J

(Last)

(First)

(Middle)

THREE HIGH RIDGE PARK

(Street)

STAMFORD

06905

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CITIZENS COMMUNICATIONS CO [ CZN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$12.375	09/02/2004	09/02/2004	D			81,500	⁽¹⁾	11/30/2009	Common Stock	81,500	⁽²⁾	0.00	D
Employee Stock Option (Right to Buy)	$10.64	09/02/2004	09/02/2004	A		94,784		09/02/2004	11/30/2009	Common Stock	94,784	⁽²⁾	94,784	D
Employee Stock Option (Right to Buy)	$12.97	09/02/2004	09/02/2004	D			11,000	⁽¹⁾	10/17/2010	Common Stock	11,000	⁽²⁾	0.00	D
Employee Stock Option (Right to Buy)	$11.15	09/02/2004	09/02/2004	A		12,793		09/02/2004	10/17/2010	Common Stock	12,793	⁽²⁾	12,793	D
Employee Stock Option (Right to Buy)	$13.71	09/02/2004	09/02/2004	D			17,500	⁽³⁾	05/16/2011	Common Stock	17,500	⁽²⁾	0.00	D
Employee Stock Option (Right to Buy)	$11.79	09/02/2004	09/02/2004	A		20,352		⁽⁴⁾	05/16/2011	Common Stock	20,352	⁽²⁾	20,352	D
Employee Stock Option (Right to Buy)	$9.52	09/02/2004	09/02/2004	D			6,500	⁽³⁾	05/15/2012	Common Stock	6,500	⁽²⁾	0.00	D
Employee Stock Option (Right to Buy)	$8.19	09/02/2004	09/02/2004	A		7,559		⁽⁴⁾	05/15/2012	Common Stock	7,559	⁽²⁾	7,559	D
Employee Stock Option (Right to Buy)	$12.14	09/02/2004	09/02/2004	D			15,000	⁽³⁾	05/27/2013	Common Stock	15,000	⁽²⁾	0.00	D
Employee Stock Option (Right to Buy)	$10.44	09/02/2004	09/02/2004	A		17,445		⁽⁴⁾	05/27/2013	Common Stock	17,445	⁽²⁾	17,445	D

Explanation of Responses:

1. Shares vest in three equal annual installments beginning on the first anniversary of the grant.

2. The Reporting Person agreed to cancellation of the original option grant in exchange for a new option having a lower exercise pri ce and the same expiration date.

3. Shares vest in four equal annual installments beginning on the first anniversary of the grant.

4. Shares vest in four equal annual installments beginning on the first anniversary of the grant; on or after 09/02/2004, options ar e exercisable at the lower exercise price.

Remarks:

	Dean J. Jackson by L. Russell Mitten Under Power-of-Attorney	09/02/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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