UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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): February 22, 2007

                         Citizens Communications Company
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             (Exact name of registrant as specified in its charter)

                                    Delaware
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                 (State or other jurisdiction of incorporation)

            001-11001                                   06-0619596
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     (Commission File Number)                (IRS Employer Identification No.)


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

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


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          (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 obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     | |  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))






Item 5.02.     Departure  of  Directors  or  Principal  Officers;  Election  of
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               Directors;  Appointment  of  Principal  Officers;  Compensatory
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               Arrangements of Certain Officers.
               ---------------------------------

               The  information  set forth in Exhibit  99.1 in  response to Item
               9.01(d) is incorporated herein by reference.

Item 8.01      Other Events
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               On February 23,  2007,  the Company  announced  that its Board of
               Directors declared a regular quarterly cash dividend of $0.25 per
               share,  payable  on March 30,  2007 to  holders  of record of its
               common stock at the close of business on March 9, 2007. A copy of
               the  Company's   press  release   issued  on  February  23,  2007
               announcing  the  declaration of the dividend is filed herewith as
               Exhibit 99.2 and incorporated herein by reference.

Item 9.01.     Financial Statements and Exhibits
               ---------------------------------

          (d)  Exhibits

               99.1 Information Concerning Executive Compensation.

               99.2 Press  Release of  Citizens  Communications  Company  issued
               February 23, 2007.






                                   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


Date:  February 27, 2007         By:/s/ Robert J. Larson
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                                      Robert J. Larson
                                      Senior Vice President and
                                      Chief Accounting Officer