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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>/in/edgar/work/20000816/0000020520-00-000021/0000020520-00-000021.txt : 20000922
<SEC-HEADER>0000020520-00-000021.hdr.sgml : 20000922
ACCESSION NUMBER:		0000020520-00-000021
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20000816
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20000816

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CITIZENS COMMUNICATIONS CO
		CENTRAL INDEX KEY:			0000020520
		STANDARD INDUSTRIAL CLASSIFICATION:	 [4931
]		IRS NUMBER:				060619596
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		8-K
			SEC ACT:		
			SEC FILE NUMBER:	001-11001
			FILM NUMBER:		704043
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		HIGH RIDGE PK BLDG 3
				STREET 2:		P O BOX 3801
				CITY:			STAMFORD
				STATE:			CT
				ZIP:			06905
				BUSINESS PHONE:		2033298800
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		HIGH RIDGE PARK BLDG NO 3
					CITY:			STAMFORD
					STATE:			CT
					ZIP:			06905
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	CITIZENS UTILITIES CO
						DATE OF NAME CHANGE:	19920703
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM 8-K
<TEXT>


                      SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



                                 Date of Report:
                                 August 15, 2000
                         (Date of earliest event reported)




                           CITIZENS COMMUNICATIONS COMPANY
               (Exact name of Registrant as specified in charter)



          Delaware                    001-11001              06-0619596
(State or other jurisdiction   (Commission File Number)   (IRS Employer
      of incorporation)                                   Identification No.)



3 High Ridge Park, P.O. Box 3801, Stamford, Connecticut        06905
- -------------------------------------------------------        -----
(Address of principal executive offices)                   (Zip Code)



                                 (203) 614-5600
               (Registrant's telephone number, including area code)


                           No change since last report
             (Former name or address, if changed since last report)

<PAGE>
Item 5.  Other Events.
         Citizens  Communications  Company  reported  today that  a Decision and
         Order  issued  by  the  Public  Utilities  Commission  of  the State of
         Hawaii  denied  the initial  application  requesting  approval  of  the
         purchase  of the company's Kauai Electric Division  by the Kauai Island
         Utility Co-op.


Item 7.  Financial Statements, Exhibits.

         (c)      Exhibits

                  99.1  Press   release  of  Citizens   Communications   Company
                        released  August 15, 2000   announcing  that  Hawaii PUC
                        denies purchase application.

<PAGE>

                                   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
                                    Registrant


                                    By:/s/ Robert J. Larson

                                    --------------------------------------------
                                    Robert J. Larson
                                    Vice President and Chief Accounting Officer

Date:    August 16, 2000
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>


                                  Exhibit 99.1

COMPANY LOGO                                             Citizens Communications
                                                         3 High Ridge Park
                                                         Stamford, CT 06905
                                                         203.614.5600
                                                         Web site: www.czn.net

FOR IMMEDIATE RELEASE

Contacts:
Financial Community:                          Media:
Alan H. Oshiki, Assistant Vice President      Brigid M. Smith, Assistant Vice
Investor Relations                            President Corporate Communications
(203) 614-5629                                (203) 614-5042
aoshiki@czn.com                               bsmith@czn.com


                     Hawaii PUC Denies Purchase Application


STAMFORD, Conn., August 15, 2000 - Citizens Communications (NYSE:CZN)

reported today that a Decision and Order issued by the Public Utilities

Commission of the State of Hawaii denied the initial application requesting

approval of the purchase of the company's Kauai Electric Division by the Kauai

Island Utility Co-Op.


Consideration is being given to a variety of options, including the filing of a

request for reconsideration of the decision, which may include the filing of a

new application.



About Citizens Communications:
Citizens  Communications  provides  telecommunications  services  to more than 1
million  customers in 14 states.  In 1999 and 2000,  Citizens agreed to purchase
over 2  million  additional  access  lines  in 19  states.  The  first  of these
transactions,  in Nebraska,  closed on June 30; the  remainder  will continue to
close  throughout  the  next 12  months.  Citizens  also  owns  83% of  Electric
Lightwave,  Inc. (NASDAQ:ELIX),  a facilities-based,  integrated  communications
provider  that offers a broad range of services to  telecommunications-intensive
businesses  throughout the United States. More information about Citizens can be
found at www.czn.net.


This document contains forward-looking  statements that are subject to risks and
uncertainties  that could cause actual results to differ  materially  from those
expressed or implied in the statements. These and all forward-looking statements
(including oral  representations)  are only predictions or statements of current
plans that are  constantly  under  review by the  company.  All  forward-looking
statements  may differ  from  actual  results  because  of, but not  limited to,
changes in the local and overall economy,  changes in market conditions for debt
and equity securities,  the nature and pace of technological changes, the number
and  effectiveness of competitors in the company's  markets,  success in overall
strategy,  changes in legal or regulatory  policy,  changes in legislation,  the
company's  ability to identify future markets and  successfully  expand existing
ones, the mix of products and services  offered in the company's target markets,
the effects of  acquisitions  and  dispositions  and the ability to  effectively
integrate businesses  acquired.  These important factors should be considered in
evaluating any statement  contained  herein and/or made by the company or on its
behalf.  The  foregoing  information  should  be read in  conjunction  with  the
company's filings with the U.S.  Securities and Exchange  Commission  including,
but not limited to,  reports on Forms 10-K and 10-Q. The company does not intend
to update or revise these  forward-looking  statements to reflect the occurrence
of future events or circumstances.

                                       ###

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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