<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>s601179.txt
<DESCRIPTION>EXHIBIT 99 - PRESS RELEASE
<TEXT>
                                                           Exhibit 99

FOR IMMEDIATE RELEASE



                      CITIZENS COMMUNICATIONS COMPANY
                       ADOPTS SHAREHOLDER RIGHTS PLAN


Stamford, Conn (March 6, 2002) - Citizens Communications Company (NYSE:
CZN) announced today that its Board of Directors adopted a Shareholder
Rights Plan.

The rights will be distributed to shareholders as a dividend at the rate of
one right for each share of common stock of the Company held by
shareholders of record as of the close of business on March 26, 2002. Each
right initially will entitle shareholders to buy one one-thousandth of a
share of a new Series A Participating Preferred Stock at an exercise price
of $47 per right, subject to adjustment. Because the rights will not
initially be exercisable and will trade with the common stock, separate
right certificates will not be provided to shareholders at this time. The
rights generally will be exercisable only if a person or group acquires
beneficial ownership of 15% or more of the Company's common stock.

Leonard Tow, Chairman and Chief Executive Officer of Citizens
Communications, said: "The rights plan was not adopted in response to any
threat to acquire control of Citizens Communications. The rights plan is
designed to deter and to prevent an acquirer from gaining control of the
Company by accumulating shares in the open market or through private
transactions without offering a fair price to all shareholders. The rights
plan is similar to other plans that have been adopted by well over a
thousand other major companies, including many companies in the
telecommunications industry."

About Citizens Communications

Citizens Communications serves 2.5 million telephone access lines in 24
states. Citizens owns approximately 85 percent of Electric Lightwave, Inc.,
a facilities-based, integrated communications provider that offers a broad
range of services to telecommunications-intensive businesses in the West.
More information on 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 buy 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.

Contact:

Citizens Communications
[Donald B. Armour, 203/614-5124
darmour@czn.com]


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