-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000020520-04-000008.txt : 20040311
<SEC-HEADER>0000020520-04-000008.hdr.sgml : 20040311
<ACCEPTANCE-DATETIME>20040311170155
ACCESSION NUMBER:		0000020520-04-000008
CONFORMED SUBMISSION TYPE:	10-Q/A
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20030930
FILED AS OF DATE:		20040311

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CITIZENS COMMUNICATIONS CO
		CENTRAL INDEX KEY:			0000020520
		STANDARD INDUSTRIAL CLASSIFICATION:	TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813]
		IRS NUMBER:				060619596
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-Q/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-11001
		FILM NUMBER:		04663488

	BUSINESS ADDRESS:	
		STREET 1:		HIGH RIDGE PK BLDG 3
		CITY:			STAMFORD
		STATE:			CT
		ZIP:			06905
		BUSINESS PHONE:		2036145600

	MAIL ADDRESS:	
		STREET 1:		THREE HIGH RIDGE PARK
		CITY:			STAMFORD
		STATE:			CT
		ZIP:			06905

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CITIZENS UTILITIES CO
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q/A
<SEQUENCE>1
<FILENAME>thirdqtr10qamend.txt
<DESCRIPTION>3RD QTR 2003 10-Q AMENDMENT
<TEXT>





                         CITIZENS COMMUNICATIONS COMPANY


                                   FORM 10-Q/A


                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)


                     OF THE SECURITIES EXCHANGE ACT OF 1934


                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003



<PAGE>



                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A
                               (Amendment No. 1)

(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                For the quarterly period ended September 30, 2003
                                               ------------------
                                       or
                                       --

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

              For the transition period from _________to__________

                        Commission file number: 001-11001
                                                ---------

                         CITIZENS COMMUNICATIONS COMPANY
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                    06-0619596
 ------------------------------             ----------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)


          3 High Ridge Park
        Stamford, Connecticut                            06905
 --------------------------------------                ----------
(Address of principal executive offices)               (Zip Code)

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

                                       N/A
         --------------------------------------------------------------
        (Former name, former address and former fiscal year, if changed
                               since last report)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                  Yes X  No
                                     ---   ---

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

                                  Yes X  No
                                     ---   ---

The number of shares outstanding of the registrant's  Common Stock as of October
31, 2003 was 284,436,272.

<PAGE>

                                Explanatory Note

Citizens  Communications Company (the Registrant) is filing this Amendment No. 1
to its Quarterly Report on Form 10-Q to replace Item 4, Controls and Procedures,
filed with the Securities and Exchange Commission (SEC) on November 12, 2003.

<PAGE>

Item 4.   Controls and Procedures
          -----------------------

     (a) Evaluation of disclosure controls and procedures.

     We  carried  out  an  evaluation,   under  the  supervision  and  with  the
     participation of our management,  regarding the effectiveness of the design
     and operation of our disclosure  controls and  procedures.  Based upon this
     evaluation, our principal executive officer and principal financial officer
     concluded,  as of the end of the period  covered by this  report,  that our
     disclosure controls and procedures are effective.

     (b) Changes in internal control over financial reporting.

     There was no change in our internal  control over financial  reporting that
     occurred  during  the  fiscal  quarter  covered  by this  report  that  has
     materially  affected,  or is  reasonably  likely to  affect,  our  internal
     control over financial reporting.

Item 6.   Exhibits
          --------

a) Exhibits:

31.1  Certification of Principal  Executive  Officer  pursuant to Rule 13a-14(a)
      under the Securities Exchange Act of 1934.

31.2  Certification  of Principal Financial  Officer  pursuant to Rule 13a-14(a)
      under the Securities Exchange Act of 1934.

32.1  Certification  of Chief  Executive  Officer  pursuant to 18 U.S.C. Section
      1350,as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2  Certification  of Chief  Financial  Officer  pursuant to 18 U.S.C. Section
      1350,as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

<PAGE>


                CITIZENS COMMUNICATIONS COMPANY AND SUBSIDIARIES

                                    SIGNATURE



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 thereunto duly authorized.






                         CITIZENS COMMUNICATIONS COMPANY
                         -------------------------------
                                  (Registrant)


                                 By:  /s/Robert J. Larson
                                      ---------------------
                                      Robert J. Larson
                                      Senior Vice President and
                                      Chief Accounting Officer






Date: March 11, 2004




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>3
<FILENAME>exhibit31-1.txt
<DESCRIPTION>TOW CERTIFICATION
<TEXT>

                                                        Exhibit 31.1


                                 CERTIFICATIONS


I, Leonard Tow, certify that:

1. I have  reviewed  this amended  quarterly  report of Citizens  Communications
Company;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The  registrant's  other  certifying  officer(s)  and I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     (a)  Designed  such  disclosure  controls  and  procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

     (b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

     (c)  Disclosed  in this  report  any  change in the  registrant's  internal
control over financial  reporting  that occurred  during the  registrant's  most
recent fiscal quarter (the registrant's  fourth fiscal quarter in the case of an
annual  report)  that  has  materially  affected,  or is  reasonably  likely  to
materially affect, the registrant's  internal control over financial  reporting;
and

5. The registrant's other certifying  officer(s) and I have disclosed,  based on
our most recent evaluation of internal control over financial reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):

     (a) All significant  deficiencies and material  weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

     (b) Any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's  internal control over
financial reporting.


Date: March 11, 2004


                                      By:  /s/ Leonard Tow
                                           ----------------------------------
                                           Leonard Tow
                                           Chief Executive Officer and
                                           Chairman of the Board of Directors
                                           (principal executive officer)



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>4
<FILENAME>exhibit31-2.txt
<DESCRIPTION>ELLIOTT CERTIFICATION
<TEXT>

                                                                 Exhibit 31.2


                                 CERTIFICATIONS

I, Jerry Elliott, certify that:

1. I have  reviewed  this amended  quarterly  report of Citizens  Communications
Company;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The  registrant's  other  certifying  officer(s)  and I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     (a)  Designed  such  disclosure  controls  and  procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

     (b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

     (c)  Disclosed  in this  report  any  change in the  registrant's  internal
control over financial  reporting  that occurred  during the  registrant's  most
recent fiscal quarter (the registrant's  fourth fiscal quarter in the case of an
annual  report)  that  has  materially  affected,  or is  reasonably  likely  to
materially affect, the registrant's  internal control over financial  reporting;
and

5. The registrant's other certifying  officer(s) and I have disclosed,  based on
our most recent evaluation of internal control over financial reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):

     (a) All significant  deficiencies and material  weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

     (b) Any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's  internal control over
financial reporting.





Date: March 11, 2004
                                      By:  /s/ Jerry Elliott
                                          -----------------------------
                                          Jerry Elliott
                                          Chief Financial Officer
                                          (principal financial officer)


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>5
<FILENAME>exhibit32-13qtr.txt
<DESCRIPTION>TOW 906 CERTIFICATION
<TEXT>
                                                               Exhibit 32.1




                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350.
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Citizens  Communications Company (the
"Company") on Form 10-Q/A for the quarter ended September 30, 2003 as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
Leonard Tow, Chief  Executive  Officer of the Company,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:

(1)  The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.



/s/ Leonard Tow
- -----------------------
Leonard Tow
Chief Executive Officer
March 11, 2004



This certification is made solely for purpose of 18 U.S.C. Section 1350, subject
to the knowledge standard contained therein, and not for any other purpose.

A signed  original of this written  statement  required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the  electronic  version of this written  statement
required by Section 906, has been  provided to Citizens  Communications  Company
and will be retained by Citizens  Communications  Company and  furnished  to the
Securities and Exchange Commission or its staff upon request.









</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>6
<FILENAME>exhibit32-23qtr.txt
<DESCRIPTION>ELLIOTT 906 CERTIFICATION
<TEXT>
                                                                Exhibit 32.2



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350.
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Citizens  Communications Company (the
"Company") on Form 10-Q/A for the quarter ended September 30, 2003 as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
Jerry Elliott, Chief Financial Officer of the Company,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:

(1)  The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.




/s/ Jerry Elliott
- -----------------------
Jerry Elliott
Chief Financial Officer
March 11, 2004



This certification is made solely for purpose of 18 U.S.C. Section 1350, subject
to the knowledge standard contained therein, and not for any other purpose.

A signed  original of this written  statement  required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the  electronic  version of this written  statement
required by Section 906, has been  provided to Citizens  Communications  Company
and will be retained by Citizens  Communications  Company and  furnished  to the
Securities and Exchange Commission or its staff upon request.




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