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^*

TOW CLAIRE L

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2004

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)
Common Stock	09/24/2004	09/24/2004	M		59,406.34	A	$13.32	109,015.34	D
Common Stock	09/24/2004	09/24/2004	D		51,181.43	D	$13.32	57,833.91	D
Common Stock								32,369	D⁽¹⁾
Common Stock								1,586	D
Common Stock								213	D
Common Stock								25,086.37⁽²⁾	I	Spousal 401(k)⁽³⁾
Common Stock								1,750	I	Spousal IRA⁽³⁾
Common Stock								4,365,995.5	I	Spouse⁽³⁾

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)
Phantom Stock Units	$0⁽⁴⁾	09/24/2004	09/24/2004	A		498.3		⁽⁵⁾	⁽⁶⁾	Common Stock	498.3	$10.54	59,406.34	D
Phantom Stock Units	$0⁽⁴⁾	09/24/2004	09/24/2004	M			59,406.34	09/24/2004	⁽⁶⁾	Common Stock	59,406.34	$13.32	0.00	D
Phantom Stock Units	$0							⁽⁷⁾	⁽⁷⁾	Common Stock	⁽⁸⁾		45,634.08	I	Spouse⁽³⁾

Explanation of Responses:

1. Reporting Person is custodian for her minor grandchild.

2. Represents total number of shares acquired through 401(k) plan as reported by the plan administrator as of the transaction date.

3. Securities held directly by spouse. Reporting Person disclaims any beneficial ownership of securities and any direct or indirect control or voting power over the securities.

4. The Phantom Stock Units convert one for one share of common stock, or cash equivalent, upon the Reporting Persons retirement.

5. Pursuant to Reporting Person's election to receive Director's Fees in units; units are to be settled after Reporting Person's ret irement.

6. Phantom stock units were converted for the reporting person on 9/24/2004, in connection with her retirement on 09/27/2004.

7. Shares of phantom stock are payable in cash following termination of the Reporting Person spouse's employment or at the end of th e designated deferral period of two, five or ten years.

8. This is an end-of-period holding entry only.

Remarks:

	Claire L. Tow by L. Russell Mitten Under Power-of-Attorney	09/28/2004
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.