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): July 2, 2001




                        CITIZENS COMMUNICATIONS COMPANY
             (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, 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 former address, if changed since last report)



Item 5.  Other Events.

         Citizens  Communications Company announced on July 2, 2001 that  it has
         completed  the sale of its  Louisiana  Gas  operations to Atmos  Energy
         Corporation for approximately $365 million in cash.

Item 7.  Financial Statements, Exhibits

         (c) Exhibits

             99.1 Press  Release  of Citizens  Communications  Company  released
             July 2, 2001  announcing  that  it  has  completed  the sale of its
             Louisiana Gas operations to Atmos Energy  Corporation  for approxi-
             mately $365 million in cash.






                                                        Citizens Communications
                                                        3 High Ridge Park
                                                        Stamford, CT 06905
                                                        203.614.5600
                                                        Web site: www.czn.net
Contact:  Brigid Smith
          A.V.P., Corporate Communications
          Citizens Communications
          203.614.5042
          bsmith@czn.com

       CITIZENS COMMUNICATIONS COMPLETES SALE OF LOUISIANA GAS OPERATIONS
                           TO ATMOS ENERGY CORPORATION

Stamford,  Conn.,  July  2,  2001  -  Citizens  Communications  (NYSE:CZN,  CZB)
announced  today that it has completed the sale of its Louisiana Gas  operations
to Atmos  Energy  Corporation  for  approximately  $365  million  in  cash.  The
operations provide natural gas transmission and distribution services to 280,000
customers.

The sale of its Louisiana Gas operations is part of Citizens' announced plans to
become a pure-play  telecommunications  company and to divest its gas, water and
electric utility operations.  On June 29, 2001 Citizens Communications completed
its acquisition of Global  Crossing's local telephone  business,  which operates
under   the  name   Frontier   Telephone.   With  this   acquisition,   Citizens
Communications  is one of the largest rural local exchange  carriers  (RLECs) in
the nation, serving approximately 2.5 million access lines in 24 states.

About Citizens Communications
Citizens  Communications  serves 2.5 million  access  lines in 24 states and has
contracted  to acquire an  additional  600,000  access  lines.  Citizens owns 85
percent  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.






                                   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
                      Vice President and Chief Accounting Officer

Date: July 2, 2001