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<SEC-DOCUMENT>0000020520-05-000026.txt : 20050611
<SEC-HEADER>0000020520-05-000026.hdr.sgml : 20050611
<ACCEPTANCE-DATETIME>20050526160641
ACCESSION NUMBER:		0000020520-05-000026
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050526
ITEM INFORMATION:		Changes in Registrant.s Certifying Accountant
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050526
DATE AS OF CHANGE:		20050526

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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-11001
		FILM NUMBER:		05860303

	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>8-K
<SEQUENCE>1
<FILENAME>savingsplan8k.txt
<DESCRIPTION>401(K) SAVINGS PLAN
<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 (date of earliest event reported):  May 23, 2005



                                    Citizens
                              401(k) Savings Plan
             (Exact name of registrant as specified in its charter)


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

                                3 High Ridge Park
                           Stamford, Connecticut  06905
                    (Address of Principal Executive Offices)

                                 (203) 614-5600
               (Registrant's Telephone Number, Including Area Code)



                           No Change Since Last Report
                           ---------------------------
         (Former name or former address, if changed since last report)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

<PAGE>

ITEM 4.01 Changes in Registrant's Certifying Accountant.
          ----------------------------------------------
     (a) former independent registered public accounting firm
         ----------------------------------------------------

     On May 23, 2005, the Citizens  401(k)  Savings Plan (the "Plan")  dismissed
     KPMG LLP as the independent registered public accounting firm for the Plan.
     The   decision  to  change   accountants   was  approved  by  the  Citizens
     Communications Company's audit committee on May 25, 2005.

     The audit report of KPMG LLP on the  financial  statements  of the Plan for
     the years ended December 31, 2003 and 2002 contained no adverse  opinion or
     disclaimer of opinion,  and such report was not qualified or modified as to
     uncertainty, audit scope or accounting principle.

     During the years ended December 31, 2003 and 2002 and through May 23, 2005,
     there were no disagreements  with KPMG LLP on any accounting  principles or
     practices,  financial statement  disclosure or auditing scope or procedure,
     which disagreements, if not resolved to the satisfaction of KPMG LLP, would
     have caused it to make reference  thereto in connection  with its report on
     the Plan's financial statements for such years.

     No  reportable  event as described  in  paragraph  (a)(1)(v) of Item 304 of
     Regulation  S-K has occurred with regard to the Plan during the years ended
     December 31, 2003 and 2002 and through May 23, 2005.

     Citizens  401(k)  Savings  Plan  requested  that KPMG LLP furnish it with a
     letter  addressed to the United States  Securities and Exchange  Commission
     stating whether or not it agrees with the above statements.  A copy of such
     letter, dated May 26, 2005, is filed as Exhibit 16 to this Form 8-K.

     (b) new independent registered public accounting firm
         -------------------------------------------------

     On May 23, 2005, the Plan engaged Insero, Kasperski, Ciaccia & Co., P.C. as
     the independent  registered public accounting firm of the Plan for the year
     ended December 31, 2004.

     The Plan did not consult with Insero, Kasperski,  Ciaccia & Co., P.C during
     the years ended  December 31, 2003 and 2002,  and through May 23, 2005,  on
     any  disagreement or any reportable event as defined in Regulation S-K Item
     304(a)(1)(iv) and (v), respectively,  as set forth in Item 304(a)(2)(i) and
     (ii) of Regulation S-K or on the application of accounting  principles to a
     specified  transaction,  either completed or proposed, or the type of audit
     opinion that might be rendered on the Plan's financial statements, relating
     to which  either a written  report was  provided to the Plan or oral advise
     was provided that Insero,  Kasperski,  Ciaccia & Co., P.C. concluded was an
     important  factor  considered  by the Plan in reaching a decision as to the
     accounting, auditing or financial reporting issue.

ITEM 9.01 Financial Statements and Exhibits
          ---------------------------------

     (c) Exhibit

          Exhibit 16: Letter from KPMG LLP dated May 26, 2005.




<PAGE>



                                   SIGNATURE

Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the Plan
administrators  have duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    Citizens
                              401(k) Savings Plan
                                  (Registrant)


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

Date: May 26, 2005





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-16
<SEQUENCE>2
<FILENAME>exhibit16.txt
<DESCRIPTION>KPMG LETTER
<TEXT>
                                                            Exhibit 16




May 26, 2005

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Ladies and Gentlemen:

We were previously  principal  accountants for Citizens 401(k) Savings Plan (the
"Plan")  and,  under the date of June 28,  2004,  we reported  on the  financial
statements of the Plan as of December 31, 2003 and 2002,  and for the year ended
December 31, 2003.  On May 23, 2005,  we were informed by management of Citizens
Communications  Company that our  appointment as principal  accountants  for the
Plan was terminated. We have read the Plan's statements included under Item 4.01
of its Form 8-K dated May 26, 2005,  and we agree with such  statements,  except
that we are not in a position to agree or  disagree  with its  statements  under
(b).

Very truly yours,


/s/ KPMG LLP

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