CITIZENS UTILITIES CO, S-3, 1995-10-23

CITIZENS UTILITIES CO
S-3, 1995-10-23
ELECTRIC & OTHER SERVICES COMBINED

Previous: CHRYSLER FINANCIAL CORP, 424B3, 1995-10-23

Next: COLUMBIA GAS SYSTEM INC, U-1/A, 1995-10-23

As filed with the Securities and Exchange Commission on , 1995
- ---------------------------------------------------------------------
File Nos. 33-[ ], 33-[ ] and 33-[ ]
- -----------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CITIZENS UTILITIES CITIZENS UTILITIES CITIZENS UTILITIES
COMPANY CAPITAL L.P. TRUST
(Exact name of registrant (Exact name of registrant (Exact name of registrant
as specified in charter) as specified in as specified in
certificate of limited certificate of trust)
partnership)

DELAWARE DELAWARE DELAWARE
(State or other (State or other (State or other
jurisdiction of jurisdiction of jurisdiction of
incorporation or incorporation or incorporation or
organization) organization) organization)

06-0619596 [To Be Applied For] [To Be Applied For]
(I.R.S. employer (I.R.S. employer (I.R.S. employer
identification number) identification number) identification number)

High Ridge Park, Bldg. No. 3, Stamford, Connecticut 06905
(203) 329-8800
(Address, including zip code, and telephone number, including area code, of
registrants' principal executive offices)

Robert J. DeSantis
Vice President and Treasurer
Citizens Utilities Company
High Ridge Park, Bldg. No. 3
P.O. Box 3801
Stamford, Connecticut 06905
Tel. No. (203) 329-8800
(Name, address, including zip code, and telephone number, including area
code, of agent for service)

Copies to:

Jonathan H. Churchill, Esq. Vincent Pagano, Jr., Esq.
Boulanger, Hicks & Churchill Simpson Thacher & Bartlett
135 East 57th Street 425 Lexington Avenue
New York, New York 10022 New York, New York 10017
Tel. No. (212) 838-5600 Tel. No. (212) 455-2000
____________________________________________

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. []
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box. []
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. []
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. []
____________________________________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE

<S> <C> <C> <C>
Title of each class Amount to be Proposed maximum Proposed maximum Amount of
of securities to be registered (5) offering price aggregate registration
registered per unit (3) offering price fee
- ------------------- --------------- ---------------- ---------------- ------------
Convertible Preferred $201,250,000 $____________ $201,250,000 $69,396.55
Securities of Citizens (1)(2)(4)
Utilities Trust
("Trust") (1)(2);
Partnership Preferred
Securities of Citizens
Utilities Capital L.P.
("Citizens
Capital")(1)(4);
Common Stock Series A
and B ($.25 par value)
of Citizens Utilities
Company ("Citizens")
(1)(4); Citizens
Guarantee with respect to
Trust's Convertible
Preferred Securities (4);
Citizens Guarantee with
respect to Citizens
Capital's Partnership
Preferred Securities(4);
Citizens Convertible
Debentures (4) Common
Stock Series A and B
($.25 par value)
of Citizens $40,000,000 $40,000,000 $13,793.10

</TABLE>
(1) There are being registered hereunder an indeterminate number of (a)
Convertible Preferred Securities with an aggregate liquidation value of
up to $201,250,000, (b) Partnership Preferred Securities into which such
Convertible Preferred Securities can be converted, (c) Convertible
Debentures having a principal amount of up to $201,250,000 into which
Partnership Preferred Securities can be converted, (d) shares of Common
Stock Series A of the Company into which such Convertible Debentures can
be converted, and (e) shares of Common Stock Series B of the Company into
which such Series A shares can be converted.
(2) Includes $26,250,000 of Convertible Preferred Securities which may be
sold pursuant to an over-allotment option granted to the Underwriters.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
(4) No separate consideration will be received for Citizens' Guarantees,
Convertible Debentures or Common Stock Series A or B, or Citizens
Capital's Partnership Preferred Securities.
(5) This Registration Statement shall be deemed to cover additional
securities to be issued in connection with or as a result of stock
splits, stock dividends or similar transactions.
_____________________
The registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrants
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED
PROSPECTUS _____________________, 1995
- ----------

$175,000,000
Convertible Preferred Securities
CITIZENS UTILITIES TRUST
____% Citizens Utilities Convertible Preferred Securities
(liquidation preference $50 per security)

Equity Providing Preferred Income
Convertible Securities ("EPPICS") (servicemark)

[COMPANY LOGO HERE]

-----------------------------

The Equity Providing Preferred Income Convertible Securities (servicemark)
("Convertible Preferred Securities") offered hereby represent preferred
undivided beneficial interests in the assets of Citizens Utilities Trust, a
statutory Delaware business trust (the "Trust"). The undivided common
beneficial interests in the Trust owned by Citizens Utilities Company, a
Delaware corporation ("Citizens" or the "Company"), are called the
"Convertible Common Securities" and, together with the Convertible Preferred
Securities, are called the "Trust Securities." The Trust exists for the sole
purpose of issuing the Trust Securities, investing the proceeds as described
below and engaging in those activities necessary thereto.

(Continued on next page)

-----------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

-----------------------------

Initial Public Underwriting Proceeds to the
Offering Price Commission(1) Trust(2)(3)
-------------- ------------- ---------------

Per Convertible
Preferred Security $ (2) $
- ----------------------------------------------------------------------------
Total(4) $175,000,000 (2) $
============================================================================

(1) The Trust, Citizens Capital and Citizens have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under
the Securities Act of 1933. See "Underwriting."
(2) Proceeds from the offering will be contributed by the Trust to Citizens
Capital and will be used by Citizens Capital to purchase the Convertible
Debentures of Citizens. Therefore, the Underwriting Agreement provides
that Citizens, as borrower with respect to the Convertible Debentures,
will pay to the Underwriters, as compensation ("Underwriters'
Compensation"), $____ per Convertible Preferred Security (or $_________
in the aggregate). See "Underwriting."
(3) Expenses of the offering, which are payable by Citizens, are estimated
to be $__________.
(4) Does not include the $40,000,000 of shares of Common Stock of
Citizens included in the Registration Statement which may be received
and either sold by Citizens Capital or distributed as quarterly
distributions to holders of Convertible Preferred Securities.
Such shares represent approximately the first three and one half years
of such distributions. The Trust, Citizens Capital and Citizens have
granted the Underwriters an option for 30 days to purchase up to an
additional $26,250,000 in liquidation value of Convertible Preferred
Securities at the initial public offering price per Convertible
Preferred Security solely to cover over-allotments. Citizens will pay
to the Underwriters, as Underwriters' Compensation, $___ per
Convertible Preferred Security purchased pursuant to this option.
If such option is exercised in full, the total initial public
offering price, underwriting commission and proceeds to the Trust will
be $___________, $__________ and $_____________, respectively. See
"Underwriting."

The Convertible Preferred Securities offered hereby are offered severally
by the Underwriters, as specified herein, subject to receipt and acceptance
by them and subject to their right to reject any order in whole or in part.
It is expected that delivery of the Convertible Preferred Securities will be
made only in book-entry form through the facilities of The Depository Trust
Company ("DTC") on or about ________________, 1995.

---------------------------------

See "Risk Factors" for a discussion of certain material risks to be
considered in connection with an investment in the Convertible Preferred
Securities, including certain federal income tax consequences.

---------------------------------

[Underwriters]

---------------------------------

The date of this Prospectus is ___________, 1995

- ----------------------
Equity Providing Preferred Income Convertible Securities and EPPICS are
servicemarks which have been applied for by Citizens Utilities Company.

(Continued from previous page)

The proceeds from the offering of the Convertible Preferred Securities and
the sale of the Convertible Common Securities will be contributed by the
Trust to Citizens Utilities Capital L.P., a Delaware limited partnership
("Citizens Capital" or the "Partnership"), which will issue to the Trust
limited partnership interests (the "Partnership Preferred Securities") in
Citizens Capital. The undivided beneficial general partnership interest in
the Partnership will be owned, directly or indirectly, by Citizens, which
general partnership interest, together with the Partnership Preferred
Securities, are called the "Partnership Securities." Such proceeds will be
used by the Partnership to purchase from Citizens its __% Convertible
Subordinated Debentures due 2035 (the "Convertible Debentures") having the
terms described herein. In the event of default under the Declaration (as
defined herein), the Convertible Preferred Securities will have a preference
with respect to quarterly distributions and amounts payable on liquidation
and redemption over the Convertible Common Securities.

Holders of the Convertible Preferred Securities will be entitled to receive
cumulative distributions from the Trust, at an annual rate of __% of the
liquidation preference of $50 per Convertible Preferred Security (the
"Rate"), accruing from the date of original issuance and payable quarterly
in arrears on January 31, April 30, July 31, and October 31, (each, a
"Distribution Payment Date"), commencing _________________, 199_.
Distributions are payable in shares of Citizens Common Stock Series A
("Common Stock" or "Common Stock Series A") or, at the option of either
Citizens or the holder, in cash. See "Convertible Preferred Securities -
Distributions." The Distribution Payment Dates correspond to the dates
scheduled for the payment of interest on the Convertible Debentures, so such
dates are also sometimes referred to as "Interest Payment Dates."

Interest payment periods on the Convertible Debentures are quarterly. So
long as no Indenture Event of Default (as defined herein) has occurred and
is continuing, Citizens has the right to, and may, at any time and from time
to time, elect to defer the payment of each quarterly interest payment to a
date subsequent to the regularly scheduled Interest Payment Date, in which
event quarterly distribution payments on the Partnership Preferred Securities
and on the Convertible Preferred Securities would be deferred (but would be
compounded quarterly at the Rate and continue to accrue and accumulate). No
such deferral may exceed 20 consecutive quarters nor extend the stated
maturity date of the Convertible Debentures. It is an event of default under
the Indenture (as defined herein) if, at the end of such deferral of interest
payments, Citizens does not pay all accrued or deferred and unpaid interest.
Upon such payment at the end of a deferral, the Trust must pay all accrued
or deferred and unpaid distributions on the Convertible Preferred Securities.
See "Convertible Preferred Securities - Distributions" and "Convertible
Debentures - Option to Defer Interest Payments."

Each Convertible Preferred Security is convertible in the manner described
herein at the option of the holder, unless previously redeemed, into shares
of Common Stock Series A of Citizens, at a conversion price of $____ per
share of Common Stock Series A (equivalent to a conversion rate of ____
shares of Common Stock Series A for each $50 of liquidation preference of
Convertible Preferred Securities), subject to adjustment. See "Convertible
Preferred Securities - Conversion Rights." The Common Stock Series A is
listed under the symbol "CZNA" on the New York Stock Exchange ("NYSE"). The
last reported sale price per share of Common Stock Series A on the NYSE on
October 18, 1995 was $10 7/8. See "Common Stock Price Range."

The Convertible Debentures are redeemable by Citizens, at its option, in
whole or in part, from time to time, on or after _________________, 199_, at
100% of the principal amount being redeemed, together with all accrued or
deferred and unpaid interest (including any compound interest resulting from
the deferral of interest payments), or at any time in certain circumstances,
as specified in the next paragraph below. For purposes hereof, wherever this
Prospectus speaks to "interest" or "distributions" payable on or with respect
to any security offered hereunder, such terms include compound interest
arising from any deferral of interest or distributions on such securities.
If Citizens' Convertible Debentures are redeemed, the Trust must redeem
Convertible Preferred Securities and Convertible Common Securities, on a pro
rata basis, having an aggregate liquidation amount equal to the aggregate
principal amount of the Convertible Debentures so redeemed at $50 per Trust
Security payable in cash plus accrued or deferred and unpaid distributions
thereon. See "Convertible Preferred Securities - Optional Redemption" and
"Convertible Debentures - Optional Redemption." See also "Convertible
Preferred Securities - Redemption on Maturity or Upon Acceleration" and
"Convertible Debentures - Indenture Events of Default."

Upon the occurrence of certain events (subject to the conditions described
elsewhere herein) the Trust and/or the Partnership may be liquidated and the
holders of the Convertible Preferred Securities could receive either
Partnership Preferred Securities or Convertible Debentures in lieu of any
liquidating cash distribution. If the conditions for such liquidation(s) are
not met, or upon the occurrence of other special events (also subject to
certain conditions described elsewhere herein), the Convertible Debentures
are redeemable, in whole or in part, at the

Page 2

(continued from previous page)

option of Citizens, together with all accrued or deferred but unpaid
interest, which would result in the redemption of the Partnership Preferred
Securities and the Trust Securities. See "Convertible Preferred Securities -
Special Events Redemption and Distribution."

In the event of the liquidation, dissolution or winding up of the Trust,
investors will be entitled to receive for each Convertible Preferred Security
held a liquidation preference of $50 payable in cash, plus accrued or
deferred and unpaid distributions payable in either cash or Common Stock, to
the date of payment. See "Convertible Preferred Securities - Liquidation
Rights."

Under the Convertible Debentures, Citizens' payment obligation is absolute
and unconditional. In addition, Citizens has payment obligations under the
Partnership Guarantee (as hereafter defined) and the Trust Guarantees (as
hereafter defined) (collectively, the "Guarantees"). Citizens will
irrevocably and unconditionally guarantee, on a subordinated basis and to the
extent set forth therein, with respect to each of the Trust Securities and
the Partnership Preferred Securities, the payment of distributions, the
redemption price, including all accrued or deferred and unpaid distributions,
and payments on liquidation, but only to the extent of Common Stock and/or
cash on hand. Each of the Guarantees will be unsecured and each will be
subordinate to all Senior Indebtedness of Citizens (as defined below). See
"Guarantees."

The Convertible Debentures are subordinated in right of payment to all of
Citizens' Senior Indebtedness. See "Convertible Debentures - Subordination".

Application will be made to list the Convertible Preferred Securities on
the NYSE under the symbol "___."

The Convertible Preferred Securities will be represented by a global
certificate or certificates registered in the name of DTC or its nominee.
Beneficial interests in the Convertible Preferred Securities will be shown
on, and transfers thereof will be effected only through, records maintained
by the participants in DTC. Except as described herein, Convertible
Preferred Securities in certificated form will not be issued in exchange for
the global certificate or certificates. See "Convertible Preferred
Securities - Book-Entry-Only Issuance - The Depository Trust Company."

$40,000,000 of Citizens Utilities Company Common Stock

This Prospectus may also be used by Citizens Capital, which may receive the
Common Stock Series A covered by this Prospectus in connection with Citizens'
interest payments on the Convertible Debentures and which may sell such stock
in the open market. See "Convertible Preferred Securities - Distributions."
Such sales of Common Stock Series A may be made from time to time in one or
more transactions (which may involve crosses or block transactions) on the
NYSE or otherwise pursuant to and in accordance with the rules of the NYSE, in
the over-the-counter market, in negotiated transactions, or a combination of
such methods of sale, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices.
Citizens Capital will effect such transactions by selling shares of Common
Stock Series A to or through broker-dealers. Such broker-dealers may
receive compensation in the form of underwriting discounts, concessions or
commissions from Citizens Capital and/or purchasers of shares of Common Stock
Series A for whom they may act (which compensation may be in excess
of customary commissions). Citizens Capital and broker-dealers that
participate with Citizens Capital in the distributions of shares of Common
Stock Series A may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933 (the "1933 Act"), and any
commissions received by them and any profit on the resale of shares of Common
Stock Series A may be deemed to be underwriting compensation. This
Prospectus may also be used by the holders of the Convertible Preferred
Securities, who may receive the Common

Page 3

Stock Series A covered by this Prospectus as quarterly distributions on their
Convertible Preferred Securities and who may sell such stock under
circumstances requiring or making desirable its use.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE CONVERTIBLE
PREFERRED SECURITIES OFFERED HEREBY AND COMMON STOCK AT LEVELS ABOVE THOSE
WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE
EFFECTED ON THE NEW YORK STOCK EXCHANGE OR OTHERWISE. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

Page 4
<PAGE>
Table of Contents Page
- ----------------- ----

AVAILABLE INFORMATION 5
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE 5
PROSPECTUS SUMMARY 7
Citizens Utilities Company 7
Citizens Utilities Capital L.P. 7
Citizens Utilities Trust 7
Structural Overview 8
Consolidated Summary Financial
Information 9
The Offering 10
Use Of Proceeds 15
RISK FACTORS 16
Subordinate Obligations Under
Guarantees and Convertible
Debentures 16
Dependence on Convertible
Debenture Payments 16
Enforcement of Certain Rights
by Holders of Convertible
Preferred Securities 17
Option to Defer Payment of
Distributions 17
Certain Tax Consequences of
Deferral of Interest Payments
on Convertible Debentures 17
Tax and Market Consequences of
Special Events Redemption or
Distribution 18
Limited Voting Rights 19
Trustee Conflicts of Interest 19
Trading Price and Taxes 20
No Prior Market for the
Convertible Preferred
Securities; Market Risk on
Distributions in Common Stock 20
CITIZENS UTILITIES COMPANY 20
USE OF PROCEEDS 22
CAPITAL REQUIREMENTS AND
FINANCING 22
DESCRIPTION OF COMMON STOCK
SERIES A AND SERIES B 23
DIVIDENDS ON COMMON STOCK
SERIES A AND SERIES B 23
COMMON STOCK TRANSFER AGENT 24
COMMON STOCK PRICE RANGE 24
FINANCIAL INFORMATION 25
CITIZENS UTILITIES CAPITAL L.P. 32
CITIZENS UTILITIES TRUST 33
DESCRIPTION OF THE SECURITIES 34
CONVERTIBLE PREFERRED SECURITIES 34
General 35
Distributions 35
How Distributions are Computed 35
Holders Can Elect Distributions
in Common Stock or Cash 36
Distributions Flow From Citizens
to Holders 36
How Distributions are Made 37
Record Dates 37
Other 38
Deferrals 38
Additional Interest 39
Conversion Rights 39
General 39
Conversion Price Adjustments
- General 40
Conversion Price Adjustments
- Merger, Consolidation or Sale
of Assets of Citizens 41
Special Events Redemption
and Distribution 42
Ministerial Action 45
Optional Redemption 46
Redemption on Maturity or Upon
Acceleration 46
Redemption Procedures;
Generally 46
Liquidation Rights 47
Amendment to the Declaration 48
Merger, Consolidation or Sale
of Assets of the Trust 48
Declaration Events of Default 49
Voting Rights 49
Book-Entry-Only Issuance
- The Depository Trust Company 50
Information Concerning the
Property Trustee 53
Transfer Agent, Paying Agent,
Registrar and Conversion Agent 53
PARTNERSHIP PREFERRED SECURITIES 53
General 54
Distributions 54
Conversion Rights 54
Special Events Redemption and
Distribution 55
Optional Redemption 55

(i)

PARTNERSHIP PREFERRED SECURITIES (continued)
Redemption on Maturity or Upon
Acceleration 55
Redemption Procedures;
Generally 55
Liquidation Rights 56
Merger, Consolidation or Sale
of Assets of Citizens Capital 56
Limited Partnership Agreement
Event of Default 56
Voting Rights 56
Amendment to the Limited
Partnership Agreement 58
Transfer Agent, Paying Agent,
Registrar and Conversion
Agent 58
GUARANTEES 59
General 59
Certain Covenants of Citizens 60
Subordination 61
Amendments and Assignment 61
Termination 62
Events of Default 62
CONVERTIBLE DEBENTURES 63
General 63
Optional Redemption 63
Special Events Redemption and
Distribution 64
Interest 64
Option to Defer Interest
Payments 64
Additional Interest 64
Subordination 65
Certain Covenants of Citizens 67
Conversion of the Convertible
Debentures 68
Indenture Events of Default 69
Modification of the Indenture 71
Governing Law 71
Information Concerning the
Debenture Trustee 72
Miscellaneous 72
CERTAIN FEDERAL INCOME TAX
CONSIDERATIONS 72
General 72
Classification of the
Convertible Debentures 73
Classification of Citizens
Capital 73
Classification of the Trust 73
Potential Deferral of Interest
Payments and Original Issue
Discount 74
Holders Making a Stock
Distribution Election 74
Receipt of Partnership
Preferred Securities,
Convertible Debentures or
Cash Upon Liquidation of
Citizens Capital and the
Trust 75
Disposition of Convertible
Preferred Securities 76
Exchange of Convertible
Preferred Securities for
Common Stock 77
Adjustment of Conversion Price 77
United States Alien Holders 77
Information Reporting and
Backup Withholding 78
UNDERWRITING 79
LEGAL OPINIONS 81
EXPERTS 81
INDEX OF DEFINED TERMS 82

(ii)

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 ("1934 Act") and in accordance therewith files reports,
proxy statements and other information (collectively, "1934 Act Reports")
with the Securities and Exchange Commission (the "SEC"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at its regional offices at Citicorp
Center, Suite 1400, 500 West Madison Street, Chicago, Illinois 60661 and Suite
1300, 7 World Trade Center, New York, New York 10048. Copies of such
material can also be obtained from the Public Reference Section of the SEC at
450 Fifth Street, N.W., Washington, D. C. 20549, at prescribed rates. Certain
securities of the Company are listed on the New York Stock Exchange, 20 Broad
Street, New York, New York 10005, and reports, proxy material and other
information concerning the Company may be inspected at the office of that
Exchange. The Company hereby undertakes to provide, without charge, to (i)
each person to whom a copy of this Prospectus is delivered, and (ii) any
owner of Convertible Preferred Securities, upon written or oral request of
such person, a copy of any of the Company's 1934 Act Reports. Requests for
such copies should be directed to Office of the Secretary, Citizens Utilities
Company, High Ridge Park, Bldg. No. 3, Stamford, Connecticut 06905
(telephone 203-329-8800).

Citizens, the Trust and the Partnership have filed with the SEC a
registration statement on Form S-3 (herein, together with all amendments and
exhibits, referred to as the "Registration Statement") under the 1933 Act.
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the SEC. For further information, reference is
hereby made to the Registration Statement.

No separate financial statements of either the Partnership or the Trust
have been included herein. Citizens, the Trust and the Partnership do not
consider that such financial statements would be material to holders of
Convertible Preferred Securities because the Trust and the Partnership are
newly organized special purpose entities, have no operating history and no
independent operations and are not engaged in, and do not propose to engage
in, any activity other than as described under "Citizens Utilities Trust" and
"Citizens Utilities Capital L.P." Further, Citizens believes that financial
statements of the Trust and the Partnership are not material to the holders
of the Convertible Preferred Securities since Citizens will guarantee the
Convertible Preferred Securities and the Partnership Preferred Securities
such that the holders of the Convertible Preferred Securities, with respect
to the payment of distributions and amounts upon liquidation, dissolution and
winding-up, are at least in the same position vis-a-vis the assets of
Citizens as a preferred stockholder of Citizens. See "Citizens Utilities
Trust," "Citizens Utilities Capital L.P.," "Convertible Preferred
Securities," "Guarantees" and "Convertible Debentures." Citizens
beneficially owns directly or indirectly all of Citizens Capital's
partnership interests (other than the Partnership Preferred Securities, which
are held by the Property Trustee (as defined herein) for the benefit of the
holders of Convertible Preferred Securities) and beneficially owns directly
or indirectly all of the undivided beneficial interests in the assets of the
Trust (other than the beneficial interests represented by the Convertible
Preferred Securities).

----------------------------

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the SEC pursuant to the
1934 Act are incorporated into this Prospectus by reference:

The Company's Annual Report on Form 10-K for the year ended
December 31, 1994.

The Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1995 and on Forms 10-Q and 10-QA for the quarter ended June 30, 1995.

Page 5

The Company's Current Reports on Form 8-K relating to the acquisitions of
certain telecommunications properties filed on July 5, August 9, and December
7, 1994, and June 1, 1995.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the 1934 Act prior to the termination of the offering
of the Convertible Preferred Securities shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of
filing of such documents.

The Company hereby undertakes to provide, without charge, to each person
to whom a copy of this Prospectus is delivered, upon written or oral request
of such person, a copy of any or all of the documents referred to above which
have been or may be incorporated by reference in this Prospectus, other than
exhibits to such documents not specifically incorporated by reference herein.
Requests for such copies should be directed to Office of the Treasurer,
Citizens Utilities Company, High Ridge Park, Bldg. No. 3, Stamford,
Connecticut 06905 (telephone 203-329-8800).

Page 6<PAGE>

PROSPECTUS SUMMARY

Citizens Utilities Company
("Citizens" or the "Company")

Citizens Utilities Company is a diversified operating public utility which
provides, either directly or through subsidiaries, telecommunications,
natural gas transmission and distribution, electric distribution, water or
wastewater services to customers in areas of eighteen states. Citizens holds
a significant investment interest in Centennial Cellular Corp., a cellular
telephone company, and also owns Electric Lightwave, Inc., an alternative
telecommunications service provider operating in five western states.
Beginning with 1945, the Company has increased its revenues, net income and
earnings per share (adjusted for subsequent stock dividends and stock splits)
every year without interruption.

As a result of its diversification, the Company is not dependent upon any
single geographic area or any one type of utility service for its revenues.
Because of this diversity, no single regulatory body regulated or will
regulate a utility service of the Company accounting for more than 12% of its
revenues for the twelve months ended June 30, 1995, pro forma for the
acquisitions of certain telecommunications properties described hereafter.
The Company is not aware of any other utility company as fully diversified
in both geographic areas served and variety of services provided. The
Company's operations are conducted principally in small and medium-sized
communities. No material part of the Company's business is dependent upon
a single customer or a small group of customers. The loss of any single
customer or a small group of customers would not have a materially adverse
effect upon the Company. The Company's consumer connections have increased
from 26,150 in 1945, to 225,389 in 1965, to 610,585 in 1985, and to
approximately 1,500,000 as of July 31, 1995.

The Company continually considers and is carrying out expansion through
acquisitions and joint ventures in the rapidly evolving telecommunications
and cable television industries and in traditional public utility and related
businesses.

Citizens Utilities Capital L.P.
("Citizens Capital" or the "Partnership")

Citizens Utilities Capital L.P. is a special purpose limited partnership
formed under the laws of the State of Delaware. All of its partnership
interests (other than the Partnership Preferred Securities and the interests
of any Special Representative, as defined herein) will be beneficially owned
directly or indirectly by Citizens (the "General Partnership Security" and,
together with the Partnership Preferred Securities, the "Partnership
Securities"). Citizens or one of its wholly owned subsidiaries will be the
sole general partner of Citizens Capital and will contribute capital to the
extent required to establish and maintain a General Partnership Security
equal to at least 3% of the total capital of the Partnership. Citizens
Capital exists for the sole purposes of (i) issuing its Partnership
Securities, (ii) investing the proceeds thereof in the Convertible
Debentures, (iii) administering the distribution of the interest payments
thereon and (iv) engaging in only those other activities necessary or
incidental thereto. The Partnership will hold title to the Convertible
Debentures and will have the power to exercise all rights, powers and
privileges under the Indenture (as defined herein) as the holder of the
Convertible Debentures.

Citizens Utilities Trust
(the "Trust")

Citizens Utilities Trust, the issuer of the Convertible Preferred
Securities, is a statutory business trust formed under the Delaware Business
Trust Act (the "Trust Act") pursuant to (i) a declaration of trust, dated as
of October 13, 1995, executed by Citizens, as sponsor, and the trustees
specified therein. The declaration

Page 7

of trust will be qualified as an indenture under the Trust Indenture Act of
1939 (the "Trust Indenture Act"). Citizens owns and will own, directly or
indirectly, all of the Convertible Common Securities of the Trust, which
will amount to at least 3% of the total capital of the Trust. The Trust
exists for the sole purposes of (i) issuing its Trust Securities,
(ii) contributing the proceeds thereof to the Partnership to acquire the
Partnership Preferred Securities and (iii) engaging in only those other
activities necessary or incidental thereto.

Structural Overview
(Diagram)

Diagram represents a structural overview of the component elements of the
transactions which are the subject of this Prospectus.

Page 8
<PAGE>
Consolidated Summary Financial Information
(In millions, except percentages, ratios and per share amounts)

Twelve Months Ended
June 30, 1995 Years Ended December 31,
---------------------- ------------------------

STATEMENT OF INCOME DATA Pro Forma(1) Actual 1994 1993 1992
------------- ------ ---- ---- ----
Revenues $1,155 $1,020 $910 $619 $580
Operating Expenses 864 776 682 458 429
------------- ------ ---- ---- ----
Income from Operations 291 244 228 161 151
Other Income 48 57 53 54 47
Interest Expense 82 89 73 37 39
------------- ------ ---- ---- ----
Income before Income Taxes 257 212 208 178 159
Income Taxes 83 62 64 52 44
Income before Dividends ------------- ------ ---- ---- ----
on Convertible Preferred
Securities 174 150 144 126 115
Dividends on Convertible
Preferred Securities (2) 5 - - - -
------------- ------ ---- ---- ----
Net Income $ 169 $150 $144 $126 $115
============= ====== ==== ==== ====

Earnings Per Share (3) $.79(4) $.74(4) $.74 $.65 $.61
Ratio of Earnings to
Fixed Charges (5) 4.0 3.3 3.7 5.3 4.8
Ratio of Earnings to
Combined Fixed
Charges and Dividends on
Convertible Preferred
Securities (6) 3.7 3.3 3.7 5.3 4.8

At June 30, 1995
------------------------------------------
CAPITALIZATION DATA Pro Forma(7) Actual
---------------------- ---------------
Long-Term Debt $ 1,141 40% $ 1,070 42%
Equity(8) 1,677 60% 1,502 58%
------- ----- ------- -----
Total Capitalization $ 2,818 100% $ 2,572 100%
======= ===== ======= =====

- -----------------------------
(1) The Pro Forma Statement of Income Data reflects the combined results of
operations of Citizens and certain Telecommunications Properties (see "Pro
Forma Financial Statements") acquired subsequent to June 30, 1994 and
properties to be acquired (as of June 30, 1995) as if such properties had
been acquired on July 1, 1994. This information should be read in conjunction
with the Pro Forma Condensed Statements of Income beginning on page 28 of
this Prospectus. The Pro Forma Statement of Income Data is not necessarily
indicative of what the actual financial results would have been for the
period had the transactions occurred on the date indicated and does not
purport to indicate the financial results of future periods.

(2) Presented net of Income Taxes.

(3) Common Stock Series A and Series B per-share amounts have been adjusted
retroactively for subsequent stock dividends and stock splits through June
30, 1995. No adjustment has been made for the 1.6% 1995 third quarter
dividend as this adjustment is immaterial.

(4) Reflects the discontinuance of subsidy contract revenues received through
the end of 1994 from Pacific Bell. For the twelve months ended June 30, 1995
on both an Actual and Pro Forma basis this discontinuance had the effect of
reducing, by $19 million, Income before Income Taxes and related Earnings
Per Share as compared to prior periods.

(5) "Earnings" consist of Income Before Income Taxes plus fixed charges.
"Fixed Charges" consist of interest charges and an amount representing the
interest factor included in rentals.

(6) The Company intends to pay the dividends on the Convertible Preferred
Securities in the form of Common Stock as opposed to cash. Accordingly, the
difference between the Ratio of Earnings to Fixed Charges and the Ratio of
Earnings to Combined Fixed Charges and Dividends on Preferred Securities is
attributable to the non-cash dividend.

(7) The Pro Forma Capitalization Data reflects the permanent financings of
the Telecommunications Properties as if such financings were in place on June
30, 1995. This information should be read in conjunction with the Pro Forma
Condensed Balance Sheet beginning on page 26 of this Prospectus. The Pro
Forma Capitalization Data is not necessarily indicative of what the actual
capitalization would have been for the period had the transaction occurred
on the date indicated and does not purport to indicate the capitalization of
future periods.

(8) Includes Common Equity and Convertible Preferred Securities.

Page 9<PAGE>
The Offering
Issuer

Citizens Utilities Trust, a statutory Delaware business trust.

Securities Offered

$175,000,000 of Convertible Preferred Securities representing preferred
undivided beneficial interests in the assets of the Trust, with a liquidation
preference of $50 per security. Additionally, the Trust, the Partnership and
Citizens have granted the Underwriters an option for 30 days to purchase up
to an additional $26,250,000 of Convertible Preferred Securities at the
initial public offering price solely to cover over-allotments, if any.

Distributions

Distributions on the Convertible Preferred Securities will be cumulative from
the date of original issuance of the Convertible Preferred Securities at the
Rate. Distributions will be paid quarterly in arrears on the Distribution
Payment Dates (which are January 31, April 30, July 31 and October 31 of each
year) commencing ______________, 199_. Distributions on the Convertible
Preferred Securities may not be made unless the Trust receives corresponding
distributions on the Partnership Preferred Securities from the Partnership,
which in turn may not make such distributions unless it receives
corresponding interest payments on the Convertible Debentures from Citizens.

Holders of Convertible Preferred Securities may make an annual election to
receive their distributions in either Common Stock or cash (a "Distribution
Election"). While Citizens intends to elect to pay interest on the
Convertible Debentures in Common Stock, Citizens may also elect to pay
interest on the Convertible Debentures in cash. At Citizens' election,
interest payments may be deferred as described below under "Interest and
Distribution Deferral Provisions." The coordination of these election
opportunities require that the elections be made within specific time
periods. The following summary describes this time-table. So that the
summary may be read without frequent cross-referencing of terms defined
elsewhere in this Prospectus, some terms which may be defined elsewhere in
this Prospectus are re-defined herein for convenience.

- - Concurrent with the offering, initial holders of Convertible Preferred
Securities can make a Distribution Election:

* To receive stock (a "Stock Distribution Election"), or

* To receive cash (a "Cash Distribution Election").

* If no Distribution Election is made, the initial holder is deemed to
have made a Cash Distribution Election.

- - Holders other than initial holders are not entitled to make a Distribution
Election until an Election Period (as defined below). Such holders, before
such Election Period, will be deemed to have made a Cash Distribution
Election.

- - The "Distribution Declaration Date" will occur on or before December 9,
March 13, June 13 and September 12 of each year (which date will be at
least ten calendar days prior to the scheduled Record Date). On or prior
to such date, Citizens must declare by written notice (the "Distribution
Declaration Notice") whether it will:

* Make the next interest payment, or

Page 10

* Defer the next interest payment.

* If the scheduled Distribution Declaration Date falls on a day which is
not a Business Day, the Distribution Declaration Date shall be the next
preceding day that is a Business Day.

- - If the Distribution Declaration Notice states that interest will be paid
and not deferred on the next Distribution Payment Date:

* Since Citizens intends to pay interest on the Convertible Debentures
in the form of Common Stock, such notice will ordinarily state that
payment will be made in Common Stock (a "Stock Payment Election")
having an Equivalent Value (as defined hereafter) to the interest
payment which has accrued for the period at the Rate; however

* Such notice can alternatively state that Citizens will pay interest
in cash (a "Cash Payment Election"). In such case, a holder who
makes a timely Stock Distribution Election will instead receive
cash.

* Such notice will also state the Record Date and the Share Transfer
and Valuation Date (as defined hereafter). Such notice, if it
relates to the January 31 Distribution Payment Date, will
additionally inform holders of the Election Period procedures.

- - The Record Date will occur on or before December 19, March 23, June 23 and
September 22 of each year (which will be at least 10 calendar days after
the Distribution Declaration Date). As of this date, the official list
of holders entitled to payment will be generated from information supplied
by brokerage houses and nominees and others holding accounts for investors
and DTC.

- - During an "Election Period" (which, starting in 1996, will be the ten
Business Days in each year commencing at least two Business Days after the
scheduled Record Date relating to the January 31 Distribution Payment
Date), a holder can change his Distribution Election by submitting an
election form to the broker, nominee or other entity which holds such
holder's account. Elections will continue in effect until another
election is timely made in a subsequent annual Election Period. Late
Distribution Elections will not be effective.

* Election forms will be sent on or about the first day of the Election
Period to beneficial holders of Convertible Preferred Securities by
the brokers, nominees or other entities which hold such holders'
account.

- - If Citizens makes a Stock Payment Election, the Share Transfer and
Valuation Date will occur on or before January 18, April 17, July 18 and
October 18 of each year (which date will be at least 9 Business Days
before the Distribution Payment Date).

* On each Share Transfer and Valuation Date, the Equivalent Value per
share will be determined, and

* Shares of Common Stock with an Equivalent Value will be delivered by
Citizens to the Partnership.

- - In the period from the Share Transfer and Valuation Date to the
Distribution Payment Date:

* The Partnership will sell Common Stock in amounts sufficient to pay cash
to holders who have made a Cash Distribution Election.

* To the extent cash proceeds from the sale of Common Stock are
insufficient to satisfy Cash Distribution Elections, Citizens, as
General Partner of the Partnership, will provide the additional cash
requirement to the Partnership.

Page 11

* Citizens may purchase from the Partnership some or all of the Common
Stock transferred to the Partnership as an interest payment. If all
such Common Stock is purchased, holders making timely Stock Distribution
Elections will receive their distributions in cash.

- - The Distribution Payment Dates will be January 31, April 30, July 31 and
October 31 of each year.

* If Citizens has made a Stock Payment Election, on the Distribution
Payment Date the Partnership will transfer to the Trust the appropriate
number of shares of Common Stock and appropriate amount of cash to
satisfy the Stock and Cash Distribution Elections of the holders of the
Convertible Preferred Securities.

* If Citizens has made a Cash Payment Election, Citizens will transfer
cash to the Partnership in payment of interest, at the Rate, and the
Partnership will transfer such cash to the Trust, all on the
Distribution Payment Date.

* If the scheduled Distribution Payment Date falls on a day which is not
a Business Day, the Distribution Payment Date shall be the next day that
is a Business Day.

If the Trust should be dissolved or liquidated by reason of the occurrence
of a Trust Event (as hereinafter defined) and the Partnership Preferred
Securities are distributed to the public investors, the time-table described
above will remain applicable with the substitution of Partnership Preferred
Securities for the Convertible Preferred Securities, and such other changes
resulting from the elimination of the Trust. However, in the event that the
Partnership is dissolved or liquidated by reason of the occurrence of a
Partnership Event (as hereinafter defined), the right of (i) a holder to make
Distribution Elections and (ii) Citizens to make Stock Payment Elections will
terminate. In such event, distributions will be made only in cash. See
"Convertible Preferred Securities - Special Events Redemption and
Distribution."

Interest and Distribution Deferral Provisions

Citizens has the right to, and may, at any time and from time to time, elect
to defer the payment of each quarterly interest payment to a date subsequent
to the regular Interest Payment Date; provided that no such deferral,
including extensions, if any, may exceed 20 consecutive quarters nor extend
the stated maturity date of the Convertible Debentures. As a consequence,
quarterly distributions on the Partnership Preferred Securities and on the
Convertible Preferred Securities would be deferred during any such deferral
of interest payments. At the end of any such deferred periods, Citizens
shall make all interest payments then accrued or deferred and unpaid
(including any compounded interest). Upon the payment of all accrued or
deferred and unpaid interest payments on the Convertible Debentures, the
Partnership will pay in full all accrued or deferred and unpaid distributions
to holders of the Partnership Preferred Securities, i.e., the Trust, and the
Trust will pay in full all accrued or deferred and unpaid distributions to
holders of the Convertible Preferred Securities. Citizens shall give the
Regular Trustees (as defined herein) written notice of its selection of a
deferred interest payment on or before the date the Regular Trustees are
required to give notice of the record or payment date of any distribution
payable on the Convertible Preferred Securities to the NYSE, the National
Association of Securities Dealers Automated Quotation ("NASDAQ") system or
other applicable self-regulatory organization, or to the holders of the
Convertible Preferred Securities. See the discussion of the Distribution
Declaration Notice and Distribution Declaration Date immediately above under
"- Distributions." Citizens shall also give written notice of any deferred
interest payment to the holders of the Convertible Preferred Securities.
See "Risk Factors - Option to Defer Payment of Distributions," "Convertible
Preferred Securities - Distributions," "Convertible Debentures - Option to
Defer Interest Payments." Should a deferral of interest payments occur, the
holders of the Partnership Preferred Securities and the holders of the
Convertible Preferred Securities would, except in very limited circumstances,
continue to accrue income for United States federal income tax purposes even
though no interest payments or distributions would in fact be paid. Citizens

Page 12

may not elect to defer interest payments while an Indenture Event of Default
has occurred and is continuing. See "Risk Factors - Certain Tax
Consequences of Deferral of Interest Payments on Convertible Debentures,"
"Certain Federal Income Tax Considerations - Potential Deferral of Interest
Payments and Original Issue Discount," and "Convertible Preferred Securities
- - Deferrals."

Liquidation Preference

$50 per Convertible Preferred Security in cash, plus an amount equal to any
accrued or deferred and unpaid distributions in cash or Common Stock.

Conversion into Citizens Common Stock Series A

Each Convertible Preferred Security is convertible in the manner described
below at the option of the holder (unless previously redeemed) into shares
of Common Stock Series A of Citizens, at a conversion price of $______ per
share of Common Stock Series A (equivalent to a conversion rate of _____
shares of Common Stock Series A for each $50 of liquidation preference of
Convertible Preferred Securities), subject to adjustment, as specified below.
A holder of Convertible Preferred Securities wishing to exercise its
conversion right as to all or a portion of such Convertible Preferred
Securities shall, in effect, surrender such Convertible Preferred Securities,
or portion thereof, by submitting an irrevocable conversion notice to
Chemical Bank who will, among other things, serve as the conversion agent
(the "Conversion Agent"). See "Convertible Preferred Securities - Conversion
Rights."

Commencing in 1990, Citizens has followed the policy of paying quarterly
dividends on its Common Stock in shares of Common Stock. The conversion
price of the Convertible Preferred Securities will be adjusted downward to
reflect the declaration of each future quarterly stock dividend. The
conversion price is also subject to adjustment in other circumstances. See
"Convertible Preferred Securities - Conversion Rights."

Optional Redemption

The Convertible Debentures are redeemable by Citizens, in cash, at its
option, in whole or in part, from time to time, on or after
_________________, 199_, at 100% of the principal amount being redeemed,
together with accrued or deferred but unpaid interest, or at any time in
certain circumstances, as specified below. If Citizens redeems Convertible
Debentures, the Trust must redeem Convertible Preferred Securities and
Convertible Common Securities having an aggregate liquidation amount equal
to the aggregate principal amount of the Convertible Debentures so redeemed
at $50 per Trust Security in cash, plus accrued or deferred and unpaid
distributions thereon in either cash or Common Stock. See "Convertible
Preferred Securities - Optional Redemption" and "Convertible Debentures -
Optional Redemption."

Special Events Redemption and Distribution

Upon the occurrence of certain events (and subject to certain conditions),
the Trust will be liquidated and the holders of the Convertible Preferred
Securities will receive Partnership Preferred Securities in lieu of any cash
distribution. Also upon the occurrence of certain events (and subject to
certain conditions), both the Partnership and the Trust may be liquidated and
the holders of the Convertible Preferred Securities may receive Convertible
Debentures in lieu of any cash distribution. If such certain conditions for
such liquidation(s) are not met upon the occurrence of such events, or upon
the occurrence of other special events (also subject to certain conditions),
the Convertible Debentures are redeemable, in whole or in part, at the option
of Citizens, together with all accrued or deferred but unpaid interest, which
would result in the redemption of the Partnership Preferred Securities and
the Trust Securities, each in the same liquidation value as the principal
amount of the Convertible Debentures so redeemed. See "Convertible Preferred
Securities - Special Events Redemption and Distribution."

Page 13

Redemptions Terminate Convertibility

If Convertible Preferred Securities are called for redemption, whether
through the exercise by Citizens of its option after ________, 199_, upon the
occurrence of a Special Event, or upon maturity or acceleration upon default,
the conversion rights of holders with regard to the Convertible Preferred
Securities will terminate five (5) Business Days prior to the redemption
date.

Redemption on Maturity or Upon Acceleration

In addition, unless previously redeemed, Convertible Preferred Securities
will be redeemed at maturity (on _____________, 2035) or as a result of
acceleration upon default of the Convertible Debentures. See "Convertible
Preferred Securities - Redemption on Maturity or Upon Acceleration" and
"Convertible Debentures - Events of Default."

Guarantees

Under the Convertible Debentures, Citizens' payment obligation is absolute
and unconditional. In addition, Citizens has payment obligations under the
Partnership Guarantees and the Trust Guarantees. Pursuant to the Convertible
Preferred Securities Guarantee Agreement (the "Convertible Preferred
Securities Guarantee") and the Partnership Preferred Securities Guarantee
Agreement (the "Partnership Guarantee"), Citizens will irrevocably and
unconditionally agree, on a subordinated basis, to pay in full (a) the
distributions by the Trust on the Convertible Preferred Securities and by the
Partnership on the Partnership Preferred Securities, (b) the redemption price
(including all accrued or deferred and unpaid distributions) of the
Convertible Preferred Securities and the Partnership Preferred Securities and
(c) payments on liquidation with respect to the Convertible Preferred
Securities and the Partnership Preferred Securities, in each case, only to
the extent Common Stock and/or cash are on hand and available (and, in the
case of Partnership Preferred Securities, legally available) therefor. A
holder of Convertible Preferred Securities may enforce Citizens' obligations
under the Guarantees directly against Citizens. See "Guarantees - General."
The Guarantees will be unsecured and each will be subordinated to all Senior
Indebtedness of Citizens. In the event of the bankruptcy, liquidation or
winding-up of Citizens, its obligations under the Guarantees will rank junior
to all Senior Indebtedness and, therefore, funds may not be available for
payment under the Guarantees. See "Risk Factors - Subordinate Obligations
Under Guarantees and Convertible Debentures," "Risk Factors - Dependence on
Convertible Debenture Payments" and "Guarantees."

Voting Rights

Holders of the Convertible Preferred Securities will have limited voting
rights. See "Convertible Preferred Securities - Voting Rights."

Convertible Debentures

The Convertible Debentures issued to the Partnership will have a maturity of
40 years and will bear interest at the Rate payable quarterly in arrears,
payable in either an Equivalent Value of shares of Common Stock or cash, at
the option of Citizens. Citizens has the right to, and may, defer the
payment of each quarterly interest payment (See "Interest and Distribution
Deferral Provisions" above); Citizens will have the right to make payment of
some, but need not make all, of such deferred quarterly interest payments
during a deferral of interest payments. The absence of interest payments
during a deferral of interest payments would not constitute a default or an
event of default under the Indenture or any other of Citizens' currently
outstanding indebtedness. Unless previously redeemed, the Convertible
Debentures are convertible into shares of Common Stock Series A at the option
of the holders thereof.

Page 14

The Convertible Debentures are redeemable at the option of Citizens, in whole
or in part, from time to time on or after _________, 199_, or at any time
upon the occurrence of certain events (and generally subject to certain
conditions). See "Convertible Debentures - Special Events Redemption and
Distribution."

The payment of the principal and interest in cash on the Convertible
Debentures will be subordinated in right of payment to all Senior
Indebtedness of Citizens, which is hereafter defined to generally include all
indebtedness except trade accounts payable and liabilities incurred in the
ordinary course of business. See "Risk Factors - Subordinate Obligations
Under Guarantees and Convertible Debentures," and "Risk Factors - Dependence
on Convertible Debenture Payments."

Use Of Proceeds

The proceeds to be received by the Trust from the sale of the Convertible
Preferred Securities and the Convertible Common Securities will be
contributed by the Trust to the Partnership to be invested thereby in the
Convertible Debentures of Citizens, which, after paying the expenses
associated with this offering, will use such funds to repay outstanding
commercial paper issued to temporarily and partially fund the purchase price
of certain acquired telecommunications properties described herein and to
permanently fund a portion of the to-be-acquired telecommunications properties
described herein. See "Use of Proceeds."

See "Risk Factors" for a discussion of certain material risks to be
considered in connection with an investment in the Convertible Preferred
Securities.

Page 15

RISK FACTORS

Prospective purchasers of Convertible Preferred Securities should carefully
review the information contained elsewhere in this Prospectus and should
particularly consider the following matters:

Subordinate Obligations Under Guarantees and Convertible Debentures

Citizens' obligations under the Convertible Debentures and its obligations
under the Guarantees are subordinate and junior in right of payment to all
Senior Indebtedness of Citizens. As of June 30, 1995, there was $1,235,844,000
of Senior Indebtedness outstanding (not including certain other obligations,
see "Convertible Debentures Subordination"). The Convertible Debentures are
also effectively subordinate to all existing and future liabilities, including
trade payables, to Citizens' subsidiaries and affiliates. There are no terms
in the Convertible Preferred Securities, the Partnership Preferred
Securities, the Convertible Debentures or the Guarantees that limit
Citizens' ability to incur additional indebtedness, including indebtedness
that ranks senior to the Convertible Debentures and the Guarantees, or the
ability of its subsidiaries to incur additional indebtedness. The
Convertible Preferred Securities Guarantee guarantees payment to the holders
of the Convertible Preferred Securities of accrued and unpaid quarterly
distributions, amounts payable on redemption, and amounts payable on
liquidation of the Trust. However, such amounts are guaranteed only to the
extent that the Trust has cash and/or Common Stock on hand available therefor
and the payments thereof do not otherwise violate applicable law. If
Citizens were to default on its obligation to pay interest or amounts payable
on redemption or maturity of the Convertible Debentures, the Trust would lack
available cash and/or Common Stock for the payment of distributions or
amounts payable on redemption of the Convertible Preferred Securities. In
such event, holders of the Convertible Preferred Securities would not be able
to rely upon the Convertible Preferred Securities Guarantee for payment of
such amounts. On the bankruptcy, liquidation or winding-up of Citizens, its
obligations under the Convertible Preferred Securities Guarantee will rank
junior to all Senior Indebtedness and, therefore, funds may not be available
for payment under the Convertible Preferred Securities Guarantee. See
"Guarantees" and "Convertible Debentures - Subordination."

Dependence on Convertible Debenture Payments

The Trust's ability to pay amounts due on the Convertible Preferred
Securities is solely dependent upon Citizens Capital's ability to pay amounts
due on the Partnership Preferred Securities, which is in turn solely
dependent upon Citizens' ability to make payments on the Convertible
Debentures as and when required. Since Citizens is also the guarantor of the
Convertible Preferred Securities, in the event that Citizens is unable to
make payments on the Convertible Debentures, or the Trust is unable to make
payments on the Convertible Preferred Securities as and when required, there
is a substantial likelihood that Citizens will be unable to make payments on
the Convertible Preferred Securities Guarantee as and when required. See
"Convertible Preferred Securities - Distributions" and "Guarantees -
General."

Page 16

Enforcement of Certain Rights by Holders of Convertible Preferred Securities

If a Declaration Event of Default (as defined herein) occurs and is
continuing, then the holders of Convertible Preferred Securities would rely
on the enforcement by the Property Trustee (as defined herein) of its rights
as a limited partner of Citizens Capital (the holder of the Convertible
Debentures) against Citizens. In addition, the holders of a majority in
aggregate liquidation amount of the Convertible Preferred Securities will
have the right to direct the time, method, and place of conducting any
proceeding for any remedy available to the Property Trustee or to direct the
exercise of any trust or power conferred upon the Property Trustee under the
Declaration (as defined herein), including the right to direct the Property
Trustee to exercise the remedies available to it as a limited partner of
Citizens Capital. If the Property Trustee fails to enforce its right, a
holder of Convertible Preferred Securities may, after a period of 30 days has
elapsed from such holder's written request to the Property Trustee to enforce
such rights, institute a legal proceeding directly against Citizens to
enforce the Property Trustee's rights as a limited partner of Citizens
Capital, without first instituting any legal proceeding against the Property
Trustee, Citizens Capital or any other person or entity. See "Convertible
Preferred Securities - Declaration Events of Default," and "- Voting Rights."

Option to Defer Payment of Distributions

Citizens has the right to defer the payment of each quarterly interest
payment on the Convertible Debentures for no longer than 20 consecutive
quarters. As a consequence, quarterly distributions on the Partnership
Preferred Securities and on the Convertible Preferred Securities would be
deferred during any such deferral of interest payments. However, unpaid
distributions would be compounded quarterly at the Rate. In the event that
Citizens exercises this right, Citizens shall not (i) declare or pay any
dividend or distribution on any of its capital stock (other than dividends
payable in capital stock), (ii) redeem, purchase, otherwise acquire or make
a liquidation payment with respect to, any of its capital stock, except in
the form of capital stock, (iii) pay interest, principal or any premium (if
any), on or repay, repurchase or redeem any indebtedness for borrowed money
which is expressly junior in subordination to the Convertible Debentures,
except in the form of capital stock, or (iv) make any guarantee payment with
respect to the foregoing (other than payments under the Guarantees), during
any such deferral period and until all distribution arrearages have been paid
in full; provided, however, that during such deferral periods, Citizens may
reacquire from the Partnership any securities the Partnership has received
from Citizens and continues to hold. No deferral of interest payments may
extend the stated maturity date of the Convertible Debentures. See
"Convertible Debentures - Option to Defer Interest Payments" and "- Certain
Covenants of Citizens."

Certain Tax Consequences of Deferral of Interest Payments on Convertible
Debentures

Should a deferral of interest payments occur, the holders of the
Convertible Preferred Securities would, except in very limited circumstances,
continue to accrue income for United States federal income tax purposes which
will be allocated, but not distributed, to holders of record of Convertible
Preferred Securities. As a result, each such holder will include such

Page 17

interest in gross income for United States federal income tax purposes in
advance of the receipt of cash or shares of Common Stock and will not receive
the cash or shares of Common Stock related to such income if such holder
disposes of its Convertible Preferred Securities prior to the record date for
payment of distributions. See "Certain Federal Income Tax Considerations -
Potential Deferral of Interest Payments and Original Issue Discount."

Citizens has no current intention of exercising its right to defer payments
of interest on the Convertible Debentures. However, should Citizens
determine to exercise such right in the future, the market price of the
Convertible Preferred Securities is likely to be affected. A holder that
disposes of its Convertible Preferred Securities during such a deferral of
interest payments, therefore, might not receive the same return on its
investment as a holder that continues to hold its Convertible Preferred
Securities. In addition, as a result of the existence of Citizen's right to
defer interest payments, the market price of the Convertible Preferred
Securities (which represent an undivided beneficial interest in the
Convertible Debentures through the Partnership Preferred Securities) may be
more volatile than other securities on which original issue discount accrues
that do not have such rights. See "Certain Federal Income Tax Considerations
- - Potential Deferral of Interest Payments and Original Issue Discount."

Tax and Market Consequences of Special Events Redemption or Distribution

At any time upon the occurrence of certain events, the Convertible
Debentures are redeemable, in whole or in part, which would result in the
redemption of the Partnership Securities and the Trust Securities. In
addition, upon the occurrence of certain events, the Trust and/or the
Partnership could be liquidated and the holders of the Convertible Preferred
Securities may receive Partnership Preferred Securities or Convertible
Debentures in lieu of any liquidating cash distribution. See "Convertible
Preferred Securities - Special Events Redemption and Distribution." If any
such redemption or liquidation of the Trust which resulted in the
distribution of cash as described herein occurred within the first three
years following the date of this Prospectus, such event would have the effect
of causing holders of Convertible Preferred Securities to lose their
conversion rights, which loss of rights might materially adversely impact the
perceived value of such securities.

Under current United States federal income tax law, a distribution of
Partnership Preferred Securities or Convertible Debentures upon the
liquidation of the Trust would not be a taxable event to holders of the
Convertible Preferred Securities. However, upon occurrence of an event
leading to a liquidation, in which holders of the Convertible Preferred
Securities did receive cash, such liquidation would be a taxable event to
such holders. See "Certain Federal Income Tax Considerations - Receipt of
Partnership Preferred Securities, Convertible Debentures or Cash Upon
Liquidation of Citizens Capital and the Trust."

There can be no assurance as to the market prices for the Convertible
Preferred Securities, or the Partnership Preferred Securities or the
Convertible Debentures that may be distributed in exchange for the
Convertible Preferred Securities, if a dissolution or liquidation of any kind
were to occur. Accordingly, the Convertible Preferred Securities that an
investor

Page 18

may purchase, whether pursuant to the offer made hereby or in the secondary
market, or the Partnership Preferred Securities or Convertible Debentures
that a holder of Convertible Preferred Securities may receive on some
dissolution and liquidation, may trade at a discount to the price that the
investor paid to purchase the Convertible Preferred Securities offered
hereby. Because holders of Convertible Preferred Securities may receive
Partnership Preferred Securities or Convertible Debentures upon the
occurrence of certain events, prospective purchasers of Convertible Preferred
Securities are also making an investment decision with regard to the
Partnership Preferred Securities and Convertible Debentures and should
carefully review all the information regarding the Partnership Preferred
Securities and Convertible Debentures contained herein. See "Convertible
Preferred Securities - Special Events Redemption and Distribution,"
"Partnership Preferred Securities" and "Convertible Debentures."

Limited Voting Rights

Holders of the Convertible Preferred Securities will have limited voting
rights and, except for the right of holders of Convertible Preferred
Securities to enforce rights of the Property Trustee upon the occurrence of
certain events described herein, will not be entitled to vote to appoint,
remove or replace, or to increase or decrease the number of, Trust Trustees,
which voting rights are vested exclusively in the holder of the Convertible
Common Securities. See "Convertible Preferred Securities - Voting Rights."

Trustee Conflicts of Interest

Chemical Bank is the Property Trustee (as hereafter defined) for the Trust,
and is also the Trustee under the Indenture governing the Convertible
Debentures. In addition, Chemical Bank is the trustee under certain of the
Company's outstanding debentures which qualify as Senior Indebtedness for
purposes of the Convertible Debentures offered hereby. The bank is also a
participant in the Company's current lines of credit, of which no amount is
outstanding as of the date hereof. In certain circumstances, Chemical Bank
is authorized to act on behalf of the holders of the Convertible Debentures
(and so, consequently, the Partnership Preferred Securities and Convertible
Preferred Securities) in enforcing their rights and entitlements as described
in this Prospectus. See "Convertible Preferred Securities - Declaration
Events of Default." Chemical Bank is also authorized to act on behalf of
certain holders of Citizens' Senior Indebtedness, and may be a creditor in
its own right under the Company's bank lines of credit. In the event of a
future default under the Company's Senior Indebtedness, line of credit or the
securities offered hereby, Chemical Bank might have to resign its role as a
trustee under any such Senior Indebtedness, or as the Trustee under the
Convertible Debentures. In such event, a replacement would have to be
appointed. Any such replacement Trustee would succeed to all of the rights,
powers and duties of Chemical Bank vis-a-vis holders of the Convertible
Preferred Securities, Partnership Securities and Convertible Debentures
offered hereby. See "Convertible Debentures - Information Concerning the
Debenture Trustee."

Page 19

Trading Price and Taxes

The Convertible Preferred Securities may trade at a price that does not
fully reflect the value of accrued but unpaid interest with respect to the
underlying Convertible Debentures. A holder who disposes of his Convertible
Preferred Securities between record dates for payments of distributions
thereon will be required to include accrued but unpaid interest on the
Convertible Debentures as a result of the original issue discount ("OID")
requirements of the Internal Revenue Code of 1986, as amended (the "Code")
through the date of disposition in income as ordinary income. The holder
will also be required to add such amount to his adjusted tax basis on his
pro-rata share of the underlying Convertible Debentures deemed disposed of.
To the extent the selling price is less than the holder's adjusted tax basis
(which will include, in the form of OID, all accrued but unpaid interest),
a holder will recognize a capital loss. Subject to certain limited
exceptions, capital losses cannot be applied to offset ordinary income for
United States federal income tax purposes. See "Certain Federal Income Tax
Considerations - Potential Deferral of Interest Payments and Original Issue
Discount" and "- Sales of Convertible Preferred Securities."

No Prior Market for the Convertible Preferred Securities; Market Risk on
Distributions in Common Stock

The Convertible Preferred Securities constitute a new issue of securities
with no established trading market. Application will be made to list the
Convertible Preferred Securities on the NYSE. Listing on the NYSE will be
subject to meeting the requirements of the NYSE. Even if approval for
listing is received, there can be no assurance that an active market for the
Convertible Preferred Securities will develop or be sustained in the future
on the NYSE. Although the Underwriters have indicated to Citizens that they
intend to make a market in the Convertible Preferred Securities, as permitted
by applicable laws and regulations, they are not obligated to do so and may
discontinue any such market-making at any time without notice. Accordingly,
no assurance can be given as to the liquidity of, or trading markets for, the
Convertible Preferred Securities.

The shares of Common Stock that a holder of Preferred Securities will
receive as a result of making a Stock Distribution Election will have an
Equivalent Value (as determined on the Share Transfer and Valuation Date on
which they were deposited with the Partnership) equal to the cash amount that
would be payable to a holder who has made a Cash Distribution Election.
However, the value of such shares will be subject to market fluctuations and
there can be no assurance that the market price of such shares will not
thereafter decline.

CITIZENS UTILITIES COMPANY

Page 20

Operating divisions of Citizens provide electric distribution and
natural gas transmission and distribution public utility services, purchasing
most of the electric power needed and all gas supplies. Telecommunications,
water and wastewater public utility services are provided either by divisions
of Citizens or by its subsidiaries. Citizens holds a significant investment
interest in Centennial Cellular Corp., a cellular telephone company, and also
owns Electric Lightwave, Inc., an alternative telecommunications service
provider operating in five western states. Beginning with 1945, the Company
has increased its revenues, net income and earnings per share (as adjusted
for subsequent stock dividends and stock splits) every year without
interruption.

The Company, with administrative offices at High Ridge Park, Stamford,
Connecticut 06905 (telephone 203-329-8800), was incorporated in Delaware in
1935 to acquire the assets and business of a predecessor corporation. Since
then, the Company has grown as a result of investment in its own utility
operations and the acquisition of numerous additional utility operations.

As a result of its diversification, the Company is not dependent upon any
single geographic area or any one type of utility service for its revenues.
Because of this diversity, no single regulatory body regulated or will
regulate a utility service of the Company accounting for more than 12% of its
revenues for the twelve months ended June 30, 1995, pro forma for the
acquisition of the telecommunications properties described hereafter. The
Company is not aware of any other utility company as fully diversified in
both geographic areas served and variety of services provided. The Company's
operations are conducted principally in small and medium-sized communities.
No material part of the Company's business is dependent upon a single
customer or a small group of customers. The loss of any single customer or
a small group of customers would not have a materially adverse effect upon
the Company. The Company's consumer connections have increased from 26,150
in 1945, to 225,389 in 1965, to 610,585 in 1985, and to approximately
1,500,000 as of July 31, 1995.

On November 29, 1994, Citizens and ALLTEL Corporation ("ALLTEL") announced
the signing of definitive agreements pursuant to which Citizens agreed
to acquire from ALLTEL, for a total purchase price of $292 million, certain
telephone properties serving approximately 110,000 local telephone access
lines and certain cable television systems serving approximately 7,000
subscribers. The properties are located in eight states: Arizona,
California, Nevada, New Mexico, Oregon, Tennessee, Utah and West Virginia
("ALLTEL Telecommunications Properties"). On June 30, 1995, 35,662 local
telephone access lines in Oregon and West Virginia were transferred to the
Company. On September 30, 1995, approximately 19,000 local telephone access
lines in Tennessee were transferred to the Company. The remaining ALLTEL
Telecommunications Properties are expected to be transferred to the Company
by early 1996.

Page 21

The purchases require the approval of the regulatory commissions of the
states in which the properties are located.

USE OF PROCEEDS

The proceeds to be received by the Trust from the sale of the Convertible
Preferred Securities and the Convertible Common Securities will be
contributed by the Trust to the Partnership to be invested thereby in the
Convertible Debentures. Citizens, after payment of the Underwriters'
Compensation (as defined under "Underwriting") and other expenses of the
offering, will use the net proceeds from the sale of such Convertible
Debentures to the Partnership of approximately $______________ (approximately
$________ if the Underwriters' overallotment option is exercised in full) to
repay outstanding commercial paper issued to temporarily and partially fund
the purchase price of certain acquired telecommunications properties described
herein and to permanently fund a portion of the to-be-acquired
telecommunications properties described herein.

CAPITAL REQUIREMENTS AND FINANCING

The purchase price for the ALLTEL Telecommunications Properties, net of
property to be transferred to ALLTEL valued at $10 million, is $282 million.
The Company intends to permanently finance the acquisition of the ALLTEL
Telecommunications Properties approximately one-third ($94 million) from the
issuance of equity securities, one-third ($94 million) from the issuance or
assumption of debt securities, and one-third ($94 million) from Company cash
and investments. As of June 30, 1995, approximately $80 million of the
purchase price of other telecommunications properties acquired by the
Company in 1994 remained temporarily financed with commercial paper
classified as short-term debt pending the issuance of equity securities.
The proceeds from the sale of the Convertible Preferred Securities will be
used to satisfy the foregoing $174 million of permanent equity funding
requirements.

The purchase price for the ALLTEL Telecommunications Properties transferred
as of June 30, 1995 had been partially and temporarily financed with
$11 million of commercial paper which was classified as long-term debt since
the Company intended to refinance such commercial paper with long-term debt
securities. As of June 30, 1995, the Company had an additional $68 million of
outstanding commercial paper classified as long-term debt. The foregoing $79
million of commercial paper classified as long-term debt was refinanced with
part of the proceeds from the $150 million Debenture issuance on October 20,
1995 (see "Pro Forma Condensed Balance Sheet" on page 26 herein).

The Company carries out a continuous construction program to maintain
reliable and safe service and to meet future customer service requirements.
The Company estimates that expenditures for construction, extension and
improvement of service relating to existing properties, including the
acquired Telecommunications Properties, will require approximately $262
million in 1995. The Company's construction program is under continuous
review and may be revised depending on business and economic conditions,
regulatory action, governmental

Page 22

mandates, customer demand and other factors. Capital requirements are being
financed from internally generated funds, the issuance of taxable and
tax-exempt long-term debt, short-term borrowings, customer advances, and
contributions in aid of construction.

The Company maintains $600 million of committed bank lines of credit for
general corporate purposes under which there were no amounts outstanding
as of October 18, 1995.

DESCRIPTION OF COMMON STOCK SERIES A AND SERIES B

Citizens' common stock consists of two series: Common Stock Series A and
Common Stock Series B. The Company has authorized 200,000,000 shares of
Common Stock Series A and 300,000,000 shares of Common Stock Series B. As
of September 30, 1995 the Company had outstanding 155,794,853 shares of
Common Stock Series A and 69,478,417 shares of Common Stock Series B. As of
September 30, 1995 there were 25,589 record holders of Common Stock Series
A and 20,521 record holders of Common Stock Series B. The holders of Common
Stock Series A and Common Stock Series B are entitled to one vote for each
share on all matters voted on by stockholders. Pursuant to Citizens'
Restated Certificate of Incorporation, the holders of Common Stock Series A
and the holders of Common Stock Series B vote together as a single class on
all matters to be voted on by stockholders, unless otherwise expressly
required by applicable law. Common Stock Series A is convertible, on a
share-for-share and tax-free basis, into Common Stock Series B at all times.
Common Stock Series B is not convertible into Common Stock Series A. The
Board of Directors of Citizens may, in its sole discretion and at any time,
require all of the holders of Common Stock Series A to exchange all of their
shares of Common Stock Series A for shares of Common Stock Series B on a
share-for-share basis. The holders of Common Stock Series A and Series B
participate ratably in liquidation. The holders of Common Stock Series A and
B have no preemptive rights.

DIVIDENDS ON COMMON STOCK SERIES A AND SERIES B

The holders of Common Stock Series A and B are entitled to receive
dividends when and as declared by the Board of Directors of Citizens out of
funds legally available therefor. Dividends have been paid to holders of
Common Stock every year without interruption beginning in 1939 and, although
there can be no assurances as to the amount of any future dividends, the
Company has increased cash dividends and/or cash value equivalents every year
without interruption beginning in 1946. Beginning in 1956, when the two-
series common stock capitalization of Citizens was initiated, through 1989,
only stock dividends were paid on Common Stock Series A and only cash
dividends were paid on Common Stock Series B. Commencing in 1990, Citizens
has declared and paid quarterly stock dividends at the same rate on shares
of both Common Stock Series A and Common Stock Series B. The stock dividend
rate is based on an underlying cash equivalent. The Company expects that
under present federal tax law, stock dividends on Common Stock Series A and
Common Stock Series B, if paid and received pro-rata and otherwise in the
same manner as they have been since 1990, will be free of current federal
income taxation on receipt. Such stock dividends are treated as capital
transactions when and if sold. Gain or loss is based on the difference
between sales price and adjusted basis per share.

Page 23

To the extent that stock dividends are declared on the Common Stock Series
B, the same stock dividend must be declared on the Common Stock Series A. To
the extent that cash dividends are paid out of funds that are legally
available on the Common Stock Series B, stock dividends with an equivalent
fair value must be paid during the same calendar year on the Common Stock
Series A, unless cash dividends are declared on the Common Stock Series A at
the same time and in an equal amount as on the Common Stock Series B.

COMMON STOCK TRANSFER AGENT

The transfer agent for the Company's Common Stock is IST.

COMMON STOCK PRICE RANGE

Citizens trades on the New York Stock Exchange under the symbols CZNA and
CZNB for Common Stock Series A and Common Stock Series B, respectively. The
table below indicates the high and low prices per share for the periods
shown. The high and low prices per share were taken from the daily
quotations published in The Wall Street Journal during the periods indicated.
-----------------------
Prices have been adjusted retroactively for subsequent stock dividends and
the August 31, 1993 2-for-1 stock split, and the July 24, 1992, 3-for-2 stock
split, rounded to the nearest 1/8th.

1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
----------- ----------- ----------- -----------
High Low High Low High Low High Low
---- --- ---- --- ---- --- ---- ---

1995
- ----
Series A $13.875 $11.875 $12.625 $10.375 $11.750 $10.750 $ - $ -
Series B 13.875 12.000 12.625 10.750 11.750 10.875 - -

1994
- ----
Series A 16.375 13.375 15.125 12.650 13.875 12.625 13.250 12.000
Series B 16.500 13.250 15.125 12.650 13.875 12.625 13.250 12.000

1993
- ----
Series A 16.000 12.250 16.750 14.500 16.625 12.125 18.125 14.625
Series B 16.000 12.250 16.750 14.250 16.625 12.000 18.000 14.625

1992
- ----
Series A 11.250 9.500 11.000 10.000 12.375 9.750 13.250 10.875
Series B 11.000 9.500 11.000 9.750 12.375 9.750 13.250 11.000

The reported high and low prices for October 2, 1995 through October 18, 1995
were $11 1/4 and $10 3/4 per share of Common Stock Series A and $11 1/4 and
$10 3/4 per share of Common Stock Series B, respectively. The reported last
sale prices on the New York Stock Exchange on October 18, 1995 were $10 7/8
per share of Common Stock Series A and $11 per share of Common Stock Series B.

Page 24

FINANCIAL INFORMATION

The following financial information, including pro forma financial
information reflecting the acquisition of certain telecommunications
properties, is qualified in its entirety by, and should be read in
conjunction with, the information appearing elsewhere herein and the
documents and financial statements incorporated by reference herein.

Revenues
Twelve Months Ended June 30, 1995
---------------------------------
(In Thousands)

Business Sector Pro Forma Actual
- ------------------ ----------------------- -------------------------
Telecommunications $ 714,369 61.8% $ 579,147 56.8%
Natural Gas 195,938 17.0% 195,938 19.2%
Electric 168,963 14.6% 168,963 16.6%
Water/Wastewater 75,747 6.6% 75,747 7.4%
----------- --------- ----------- ---------
Total $ 1,155,017 100.0% $ 1,019,795 100.0%
=========== ========= =========== =========

Page 25
<PAGE>
PRO FORMA FINANCIAL STATEMENTS

Citizens Utilities Company and Telecommunications Properties
Pro Forma Condensed Balance Sheet
(In thousands)

The following Pro Forma Condensed Balance Sheet represents the historical
condensed balance sheet of Citizens at June 30, 1995, giving effect to the
acquisitions of the yet to be acquired Telecommunications Properties (as
defined in Note 1 on page 27) following the purchase method of accounting,
as well as the completion of the permanent financings for the acquired
Telecommunications Properties as if such acquisitions and financings were
closed on June 30, 1995. The Pro Forma Condensed Balance Sheet should be
read in conjunction with the historical financial statements and related
notes thereto of Citizens which are incorporated by reference herein. The
Pro Forma Condensed Balance Sheet is not necessarily indicative of what the
actual financial position would have been had the transactions occurred at
the date indicated and does not purport to indicate future financial
position.

As at June 30, 1995
-------------------------------------------
Pro Forma
----------------------------
Citizens Adjustments(1) Adjusted
----------- -------------- ---------
Assets
- ------

Current Assets:
Cash $ 17,572 $340,912 (2) $ 27,784
(330,700)(3)
Accounts Receivable 172,055 172,055
Other 35,034 35,034
----------- ----------
Total Current Assets 224,661 234,873
----------- ----------
Net Property, Plant and
Equipment 2,680,332 170,100 (3) 2,850,432
----------- ----------
Investments 328,332 (99,700)(2) 228,632
Regulatory Assets 178,263 178,263
Deferred Debits and
Other Assets 203,984 203,984
----------- -------------- ----------
$3,615,572 $ 80,612 $3,696,184
=========== ============== ==========

Liabilities and Equity
- ----------------------

Current Liabilities:
Long-Term Debt Due
Within One Year $ 4,788 $ (4,788)(2) $ 0
Short-Term Debt 160,600 (160,600)(3) 0
Other 294,440 294,440
----------- ----------
Total Current Liabilities 459,828 294,440
Regulatory Liabilities 29,817 29,817
Deferred Credits and Other
Liabilities 72,637 72,637
Deferred Income Taxes 262,932 262,932
Customer Advances for
Construction and Contributions
in Aid of Construction 217,676 217,676
Long-Term Debt 1,070,456 150,000 (2)
(79,000)(2) 1,141,456
Convertible Preferred Securities 175,000 (2) 175,000
Common Equity 1,502,226 1,502,226
----------- -------------- ----------
$3,615,572 $ 80,612 $3,696,184
=========== ============== ==========

See Notes to Pro Forma Condensed Balance Sheet on page 27.<PAGE>

Page 26

PRO FORMA FINANCIAL STATEMENTS (continued)

Citizens Utilities Company and Telecommunications Properties
Notes to Pro Forma Condensed Balance Sheet

(1) In May 1993, Citizens and GTE Corp. ("GTE") signed definitive agreements
pursuant to which Citizens agreed to acquire from GTE, for approximately
$1.1 billion in cash, certain GTE telephone properties ("GTE Telephone
Properties") serving approximately 500,000 local telephone access lines
in eight states. On December 31, 1993, 189,123 local telephone access
lines in Idaho, Tennessee, Utah and West Virginia were transferred to
the Company. On June 30, 1994, 270,883 access lines in New York were
transferred to the Company. On November 30, 1994, 37,802 access lines
in Arizona and Montana were transferred to the Company and on
December 30, 1994, 5,440 local telephone access lines in California
were transferred to the Company.

In November 1994, Citizens and ALLTEL signed definitive agreements
pursuant to which Citizens agreed to acquire from ALLTEL, for $292
million, certain ALLTEL telecommunications properties ("ALLTEL
Telecommunications Properties") serving approximately 110,000 local
telephone access lines and certain cable television systems serving
approximately 7,000 subscribers in eight states. The purchase price
of the ALLTEL Telecommunications Properties (net of 3,600 Citizens
telephone access lines which have been valued at $10 million and are
to be transferred to ALLTEL in a tax free exchange) is $282 million.
On June 30, 1995, 35,662 local telephone access lines in West
Virginia and Oregon were transferred to the Company. On September 30,
1995, approximately 19,000 local telephone access lines in Tennessee
were transferred to the Company. The remaining local telephone access
lines and the cable television systems are expected to be transferred
to the Company by early 1996. The GTE Telephone Properties and the
ALLTEL Telecommunications Properties are collectively referred to as the
"Telecommunications Properties."

(2) Through June 30, 1995, the purchase price for the Telecommunications
Properties had been permanently financed with approximately $357.6
million of cash and investments, $279.8 million of equity securities
issued through an underwritten public offering, the Company's Direct
Stock Purchase and Sale Plan and employee benefit plans, and $402
million of debt securities. The remainder of the purchase price of the
Telecommunications Properties transferred as of June 30, 1995 had been
temporarily financed with commercial paper, $160.6 million of which is
classified as Short-Term Debt (to be repaid from cash and investments
and the issuance of equity securities) and $11 million which is
classified as Long-Term Debt (to be refinanced with Long-Term Debt). As
of June 30, 1995, the Company had an additional $68 million in commercial
paper outstanding classified as Long-Term Debt.

When added to the $357.6 million of cash and investments used, $279.8
million of equity securities issued and the $402 million of debt
securities which have been issued or assumed to permanently finance the
acquisitions of the Telecommunications Properties, these adjustments
reflect the anticipated permanent financing of the $1.381 billion
purchase price (net of the property valued at $10 million to be
transferred to ALLTEL) for the Telecommunications Properties with
approximately equal components of cash and investments ($458 million),
debt securities ($469 million), and equity securities ($454 million).
These adjustments also reflect the use of a portion of the proceeds from
the issuance of $150 million of debentures on October 20, 1995 to repay
the above-described $79 million of commercial paper classified as
Long-Term Debt, permanently fund a portion of the Telecommunications
Properties to be acquired, refund Long-Term Debt Due Within One Year
and for other general corporate purposes.

(3) Reflects the use of permanent financing proceeds to pay the purchase
price of the Telecommunications Properties to be transferred to Citizens
after June 30, 1995 (net of the property valued at $10 million to be
transferred to ALLTEL) and to repay all Short-Term Debt.

Page 27
<PAGE>
PRO FORMA FINANCIAL STATEMENTS (continued)
Citizens Utilities Company and Telecommunications Properties
Pro Forma Condensed Statement of Income
(In thousands, except for per-share amounts)

The following Pro Forma Condensed Statement of Income for the twelve months
ended June 30, 1995 combines the historical statements of income of Citizens
and the Telecommunications Properties as if the acquisitions and the
permanent financings had been closed July 1, 1994. The Pro Forma Condensed
Statement of Income should be read in conjunction with the historical
financial statements and related notes thereto of Citizens and those of the
Telecommunications Properties that have been audited and which are
incorporated by reference herein. The Pro Forma Condensed Statement of Income
is not necessarily indicative of what the actual financial results would have
been for the period had the transactions occurred at the date indicated and
does not purport to indicate the financial results of future periods.

Twelve Months Ended June 30, 1995
---------------------------------
Pro Forma
----------------------
Citizens Acquisitions*(1) Adjustments Combined
-------- ---------------- ----------- --------
Revenues $1,019,795 $135,222 $1,155,017
Expenses:
Operating Expenses 633,539 57,470 691,009
Depreciation and
Amortization 142,653 28,645 $1,800 (3) 173,098
--------- ---------------- ----------- ---------
Total Operating
Expenses 776,192 86,115 1,800 864,107

Income from Operations 243,603 49,107 (1,800) 290,910
Other Income, net 57,358 1,007 (10,500)(4) 47,865
Interest Expense 88,485 5,715 (12,400)(5) 81,800
--------- ---------------- ----------- ---------
Income Before
Income Taxes 212,476 44,399 100 256,975

Income Taxes 62,308 14,827 5,300 (6) 82,435
--------- ---------------- ----------- ---------
Income before Dividends
on Convertible Preferred
Securities 150,168 29,572 (5,200) 174,540
Dividends on Convertible
Preferred Securities -- -- 5,400 (7) 5,400
--------- ---------------- ----------- ---------
Net Income $ 150,168 $29,572 $(10,600) $169,140
========= ================ =========== =========

Earnings Per Share of
Common Stock Series A
and Series B** $.74(8)(9) $.79(8)(9)
Weighted Average Common
Shares** 203,155 215,283(8)

- ---------------------------------
*Represents the financial results from July 1, 1994 to the dates of
acquisition for all the Telecommunications Properties acquired from July 1,
1994 through June 30, 1995 and the financial results for the entire twelve
month period for the yet to be acquired Telecommunications Properties (as of
June 30, 1995) net of the financial results for the property to be
transferred to ALLTEL. Financial results for the Telecommunications
Properties acquired from their dates of acquisition, or from July 1, 1994
if acquired prior thereto, through June 30, 1995 are included in Citizens'
twelve months ended June 30, 1995 financial results.

**No adjustment has been made for the 1.6% 1995 third quarter stock dividend
as this adjustment is immaterial.

See Notes to Pro Forma Condensed Statements of Income on page 30.

Page 28
<PAGE>
PRO FORMA FINANCIAL STATEMENTS (continued)

Citizens Utilities Company and Telecommunications Properties
Pro Forma Condensed Statements of Income
(In thousands, except for per-share amounts)

The following Pro Forma Condensed Statement of Income for the year ended
December 31, 1994 combines the historical statements of income of Citizens
and the Telecommunications Properties as if the acquisitions and the
permanent financings had been closed January 1, 1994. The Pro Forma
Condensed Statement of Income should be read in conjunction with the
historical financial statements and related notes thereto of Citizens and
those of the Telecommunications Properties that have been audited and which
are incorporated by reference herein. The Pro Forma Condensed Statement of
Income is not necessarily indicative of what the actual financial results
would have been for the period had the transactions occurred at the date
indicated and does not purport to indicate the financial results of future
periods.

Twelve Months Ended December 31, 1994
-------------------------------------
Pro Forma
----------------------
Citizens Acquisitions*(1) Adjustments Combined
-------- ---------------- ----------- --------
Revenues $ 910,369 $254,815 $1,165,184
Expenses:
Operating Expenses 567,070 123,170 $(8,600)(2) 681,640
Depreciation and
Amortization 115,175 49,095 4,200 (3) 168,470
--------- ---------------- ----------- ---------
Total Operating
Expenses 682,245 172,265 (4,400) 850,110

Income from Operations 228,124 82,550 4,400 315,074
Other Income, net 52,940 847 (17,300)(4) 36,487
Interest Expense 72,744 13,172 (10,300)(5) 75,616
--------- ---------------- ----------- ---------
Income Before
Income Taxes 208,320 70,225 (2,600) 275,945

Income Taxes 64,323 24,137 7,100 (6) 95,560
--------- ---------------- ----------- ---------
Income before Dividends
on Convertible Preferred
Securities 143,997 46,088 (9,700) 180,385
Dividends on Convertible
Preferred Securities -- -- 5,400 (7) 5,400
--------- ---------------- ----------- ---------
Net Income $ 143,997 $46,088 $(15,100) $174,985
========= ================ =========== =========

Earnings Per Share of
Common Stock Series A
and Series B** $.74 $.81(8)
Weighted Average Common
Shares** 194,638 215,438(8)

- ----------------------------
*Represents the financial results from January 1, 1994 to the dates of
acquisition for all the Telecommunications Properties acquired from January
1, through December 31, 1994 and the financial results for the entire twelve
month period for the yet to be acquired Telecommunications Properties (as of
December 31, 1994) net of the financial results for the property to be
transferred to ALLTEL. Financial results for the Telecommunications
Properties acquired from their dates of acquisition through December 31,
1994 are included in Citizens' twelve months ended December 31, 1994
financial results.

**Restated through the second quarter 1995 stock dividend. No adjustment has
been made for the 1.6% 1995 third quarter stock dividend as this adjustment
is immaterial.

See Notes to Pro Forma Condensed Statements of Income on page 30.

Page 29
<PAGE>
PRO FORMA FINANCIAL STATEMENTS (continued)

Citizens Utilities Company and Telecommunications Properties
Notes to Pro Forma Condensed Statements of Income

(1) In May 1993, Citizens and GTE Corp. ("GTE") signed definitive agreements
pursuant to which Citizens agreed to acquire from GTE, for approximately
$1.1 billion in cash, certain GTE telephone properties ("GTE Telephone
Properties") serving approximately 500,000 local telephone access lines
in eight states. On December 31, 1993, 189,123 local telephone access
lines in Idaho, Tennessee, Utah and West Virginia were transferred to
the Company. On June 30, 1994, 270,883 access lines in New York were
transferred to the Company. On November 30, 1994, 37,802 access lines in
Arizona and Montana were transferred to the Company and on December 30,
1994, 5,440 local telephone access lines in California were transferred to
the Company.

In November 1994, Citizens and ALLTEL signed definitive agreements
pursuant to which Citizens agreed to acquire from ALLTEL, for $292
million, certain ALLTEL telecommunications properties ("ALLTEL
Telecommunications Properties") serving approximately 110,000 local
telephone access lines and certain cable television systems serving
approximately 7,000 subscribers in eight states. The purchase price
of the ALLTEL Telecommunications Properties (net of 3,600 Citizens
telephone access lines which have been valued at $10 million and
are to be transferred to ALLTEL in a tax free exchange) is $282
million. On June 30, 1995, 35,662 local telephone access lines in West
Virginia and Oregon were transferred to the Company. On September 30,
1995, approximately 19,000 local telephone access lines in Tennessee
were transferred to the Company. The remaining local telephone access
lines and the cable television systems are expected to be transferred
to the Company by early 1996. The GTE Telephone Properties and the
ALLTEL Telecommunications Properties are collectively referred to as the
"Telecommunications Properties."

(2) Elimination of certain corporate overhead expenses allocated to
certain of the Telecommunications Properties which will not have a
continuing impact on the combined entity.

(3) Represents amortization of $253 million of excess purchase price over
net book value of assets acquired or to be acquired. Pursuant to
Statement of Financial Accounting Standards No. 71, "Accounting for the
Effects of Certain Types of Regulation," the remaining $138 million of
excess of purchase price over net book value of assets acquired will be
deferred. The Company intends to seek from the public utilities
commissions maximum recovery of the excess of purchase price over net
book value in future rate proceedings.

(4) Represents an adjustment to reflect the elimination from Other Income
of all tax-exempt investment income associated with the $458 million of
Company cash and investments which have been or are expected to be used
to partially finance the acquisition of the Telecommunications
Properties. The Company used $357.6 million of cash and investments
from December 31, 1993 through June 30, 1995 to permanently finance the
Telecommunications Properties acquisitions.

(5) Represents an adjustment to reflect the inclusion in Interest Expense
of all the interest expense on $469 million of debt securities
which have been or are expected to be issued or assumed to partially
finance the acquisition of the Telecommunications Properties, net of the
elimination of interest expense on the temporary borrowings used to
finance the acquisitions and on the debt securities which are associated
with the Telecommunications Properties and which were not or will not
be assumed by the Company. Through June 30, 1995, the purchase price
for the Telecommunications Properties had been permanently financed with
approximately $402 million of debt securities.

(6) Adjustment to Income Taxes based on Income Before Income Taxes
using the applicable incremental income tax rate.

Page 30

(7) The Dividend on Convertible Preferred Securities net of income taxes
using the applicable incremental income tax rate.

(8) The Pro Forma Earnings Per Share calculation and Pro Forma Weighted
Average Common Shares are based on the weighted average number of common
shares outstanding for the periods indicated including the number of
additional shares issued or assumed to be issued to permanently finance
the Telecommunications Properties, assuming such additional shares were
outstanding for the entire twelve month periods. Through June 30, 1995,
the Company financed $279.8 million of the acquisition of the
Telecommunications Properties from the issuance of equity securities
pursuant to the Company's Direct Stock Purchase and Sale Plan, employee
benefit plans and an underwritten public offering. The shares issuable
upon conversion of the Convertible Preferred Securities to be issued in
this offering are not included in Pro Forma Weighted Average Common
Shares since the Convertible Preferred Securities are not considered to
be Common Stock Equivalents for purposes of the earnings per share
calculation. Fully diluted earnings per share is not presented because
the effect is immaterial.

(9) Reflects the discontinuance of subsidy contract revenues received
through the end of 1994 from Pacific Bell. For the twelve months ended
June 30, 1995 on both an Actual and Pro Forma basis this discontinuance
had the effect of reducing, by $19 million, Income Before Income Taxes
and related Earnings Per Share as compared to prior periods.

Page 31

<PAGE>
CITIZENS UTILITIES CAPITAL L.P.

Citizens Utilities Capital L.P. is a special purpose limited partnership
formed on October 13, 1995 under the laws of the State of Delaware. All of
its partnership interests (other than the Partnership Preferred Securities
and any interests of any Special Representative) will be beneficially owned
directly or indirectly by Citizens. Citizens or one of its wholly owned
subsidiaries will be the sole general partner in Citizens Capital (in such
capacity, the "General Partner"). Citizens Utilities Capital Corp., a
Delaware corporation and a wholly-owned subsidiary of Citizens ("CUC
Capital"), initially will be sole limited partner in Citizens Capital. Upon
issuance of the Partnership Preferred Securities to the Trust, the Trust will
become a limited partner in Citizens Capital and CUC Capital will withdraw
as a limited partner. The General Partner will contribute capital to the
extent required to ensure that its capital contributions are equal to at
least 3% of all capital contributed to Citizens Capital. Citizens Capital
exists for the sole purposes of (i) issuing its Partnership Securities, (ii)
investing the proceeds thereof in the Convertible Debentures and in Eligible
Investments (as described below), (iii) administering the sale of shares
of Common Stock Series A received as interest payments and the distribution
of the interest payments, (iv) effecting the conversion of the Partnership
Preferred Securities into Common Stock Series A and (v) engaging in only
those other activities necessary or incidental thereto.

The General Partner will invest 99% of the total contributions in Citizens
Capital in the Convertible Debentures and the remaining 1% in Eligible
Investments, as defined in and provided for in the Amended and Restated
Agreement of Limited Partnership of Citizens Capital (the "Limited
Partnership Agreement"). To the extent that aggregate interest payments on
the Convertible Debentures to Citizens Capital and on Eligible Investments
exceed aggregate distributions required on the Partnership Preferred
Securities and such distributions have been paid in full, Citizens Capital
may at times have excess funds or securities, which shall be allocated to and
may, in the General Partner's sole discretion, be distributed to the General
Partner.

Citizens Capital will exist for a maximum term of 45 years, unless earlier
dissolved. The Limited Partnership Agreement provides that the General
Partner will have liability for the debts and obligations of the Partnership,
including taxes imposed on the Partnership but excluding taxes imposed on
holders of Partnership Preferred Securities (in their capacities as holders)
and withholding taxes. Certain obligations of the Partnership to the holders
of the Partnership Preferred Securities are being separately guaranteed
pursuant to the Partnership Guarantee. All of Citizens Capital's business
and affairs will be conducted by the General Partner. Citizens Capital will
hold title to the Convertible Debentures and will have the power to exercise
all rights, powers, and privileges under the Indenture as the holder of the
Convertible Debentures.

The location of the principal executive offices of the General Partner is
c/o Office of the Treasurer, Citizens Utilities Company, High Ridge Park,
Building No. 3, Stamford, Connecticut 06905, telephone number (203) 329-8800.

Page 32

<PAGE>
CITIZENS UTILITIES TRUST

Citizens Utilities Trust is a statutory business trust formed under the
Trust Act pursuant to (i) a declaration of trust, dated as of October 13,
1995, executed by Citizens, as sponsor (the "Sponsor"), and the trustees of
the Trust (the "Trust Trustees") and (ii) the filing of a certificate of
trust with the Secretary of State of the State of Delaware on October 13,
1995. Such declaration will be amended and restated in its entirety (as so
amended and restated, the "Declaration"). Citizens will own, directly or
indirectly, all of the Convertible Common Securities, which will amount to
at least 3% of the total capital of the Trust. The Trust exists for the sole
purposes of (i) issuing its Trust Securities,(ii) contributing the proceeds
thereof to Citizens Capital to acquire the Partnership Preferred Securities
and (iii) engaging in only those other activities necessary or incidental
thereto.

The Trust has a term of approximately 45 years but may terminate earlier,
as provided in the Declaration. The Trust's business and affairs will be
conducted by the Trust Trustees appointed by Citizens as the direct or
indirect holder of all the Convertible Common Securities. The duties and
obligations of the Trust Trustees shall be governed by the Declaration.
Pursuant to the Declaration, the number of Trust Trustees will initially be
four. Two of the Trust Trustees ("Regular Trustees") will be persons who are
employees or officers of or who are affiliated with Citizens. The third
Trust Trustee will be a financial institution that is not affiliated with
Citizens and has a specified minimum amount of aggregate capital and surplus
of at least $50,000,000, which shall act as property trustee under the
Declaration and as indenture trustee for the purposes of the Trust Indenture
Act (the "Property Trustee"). Initially, Chemical Bank, a New York banking
corporation, will be the Property Trustee until removed or replaced by the
holder of the Convertible Common Securities. Chemical Bank will also act as
indenture trustee under each of the Guarantees (the "Guarantee Trustee").
See "Guarantees." In addition, a fourth Trust Trustee will have a principal
place of business or reside in the State of Delaware (the "Delaware
Trustee"). Initially, Chemical Bank Delaware will be the Delaware Trustee.

The Property Trustee will hold title to the Partnership Preferred
Securities for the benefit of the holders of the Trust Securities. The
Property Trustee will have the power to exercise all rights, powers, and
privileges as the holder of the Partnership Preferred Securities. In
addition, the Property Trustee will maintain exclusive control of a
segregated non-interest bearing bank account (the "Property Account") to hold
all payments made in cash or securities in respect of the Partnership
Preferred Securities for the benefit of the holders of the Trust Securities.
The Property Trustee will make payments of distributions and payments on
liquidation, redemption and otherwise to the holders of the Convertible
Preferred Securities out of funds from or securities held in the Property
Account. The Guarantee Trustee will hold the Convertible Preferred
Securities Guarantee for the benefit of the holders of the Convertible
Preferred Securities. Citizens, as the direct or indirect holder of all the
Convertible Common Securities, will have the right to vote to appoint, remove
or replace any Trust Trustees, including the Property Trustee, and to increase
or decrease the number of Trust Trustees; provided, that, (i) if the Property
Trustee does not act as Delaware Trustee, the number of Trust Trustees shall
be at least four and (ii) at least two Trust Trustees shall be Regular
Trustees. Citizens will pay all fees and expenses related to the Trust and
the offering of the Convertible Preferred Securities. Citizens will have
liability for debts and obligations, including taxes imposed on the Trust but

Page 33

excluding taxes imposed on the holders of Convertible Preferred Securities
(in their capacities as holders) and withholding taxes. Certain obligations
of the Trust to the holders of the Trust Securities are being separately
guaranteed under the Trust Guarantees.

The Declaration does not permit the issuance by the Trust of any securities
other than the Trust Securities or the incurrence of any indebtedness by the
Trust. The rights of the holders of the Convertible Preferred Securities,
including economic rights and rights to information, are set forth in the
Declaration, the Trust Act and the Trust Indenture Act. See "Convertible
Preferred Securities."

The office of the Delaware Trustee for the Trust is 1201 Market Street,
Wilmington, Delaware 19801. The location of the principal executive offices
of the Trust is c/o Office of the Treasurer, Citizens Utilities Company, High
Ridge Park, Building No. 3, Stamford, Connecticut 06905, telephone number
(203) 329-8800.

DESCRIPTION OF THE SECURITIES

The securities offered hereby are: (i) __% Citizens Utilities Convertible
Preferred Securities, with a liquidation preference of $50 per security; (ii)
the Partnership Preferred Securities into which such Convertible Preferred
Securities can be converted; (iii) the Guarantees pursuant to which Citizens
will guarantee, to the extent described therein, certain payments with
respect to the Convertible Preferred Securities and the Partnership Preferred
Securities; (iv) the Convertible Debentures; (v) the Common Stock Series A
into which the Convertible Preferred Securities may be converted; (vi) the
Common Stock Series A which will be issued in payment of interest on the
Convertible Debentures; and (vii) the Common Stock Series B into which the
Common Stock Series A can be converted.

CONVERTIBLE PREFERRED SECURITIES

The Convertible Preferred Securities will be issued pursuant to the terms
of the Declaration. The Declaration will be qualified as an indenture under
the Trust Indenture Act. The Property Trustee, Chemical Bank, will act as
the indenture trustee for purposes of compliance with the provisions of the
Trust Indenture Act. The terms of the Convertible Preferred Securities will
include those stated in the Declaration and those made part of the
Declaration by the Trust Indenture Act.

The Convertible Common Securities rank pari passu, and payments will be
made thereon on a pro rata basis, with the Convertible Preferred Securities,
except that upon the occurrence of a Declaration Event of Default, the rights
of the holders of the Convertible Common Securities to receive payment of
periodic distributions and payments upon liquidation, redemption and
otherwise will be subordinated to the rights of the holders of the
Convertible Preferred Securities. Therefore, the following summary of the
principal terms and provisions of the Convertible Preferred Securities also
relates to the principal terms and provisions of the Convertible Common
Securities in the absence of a Declaration Event of Default.

Page 34

General

The Convertible Preferred Securities and Convertible Common Securities
represent undivided beneficial interests in the assets of the Trust. All of
the Convertible Common Securities will be owned, directly or indirectly, by
Citizens. The Declaration does not permit the issuance by the Trust of any
securities other than the Trust Securities or the incurrence of any
indebtedness by the Trust. Pursuant to the Declaration, the Property Trustee
will own the Partnership Preferred Securities purchased by the Trust for the
benefit of the holders of the Trust Securities. The payment of distributions
by the Trust, and payments upon redemption of the Convertible Preferred
Securities or liquidation of the Trust, are guaranteed by Citizens to the
extent described under "Guarantees". The Trust Guarantees do not cover
payment of distributions when the Trust does not have sufficient available
cash and/or Common Stock to pay such distributions. In such event, the
remedy of a holder of Convertible Preferred Securities is to vote to direct
the Property Trustee to enforce the Property Trustee's rights as limited
partner of Citizens Capital.

For United States federal income tax purposes, Convertible Preferred
Security holders will recognize interest income as it accrues. So long as
interest periods are not deferred, the distributions will approximately equal
the accruals of such quarterly interest. Capital income and distributions
on Convertible Preferred Securities are not eligible for the corporate
dividends-received deduction for United States federal income tax purposes.

Holders of Convertible Preferred Securities will not have the right to
remove or replace the Regular Trustees or the Property Trustee. Holders of
the Convertible Preferred Securities will have no preemptive rights.

Distributions

Recipients of this Prospectus are encouraged to also review carefully the
section entitled "Prospectus Summary - Distributions," which section contains
a brief outline in summary form of the subject discussed below.

How Distributions are Computed. Holders of the Convertible Preferred
Securities will be entitled to receive cumulative distributions from the
Trust in the forms of payment described below, accruing at the Rate from the
date of original issuance and payable quarterly in arrears on the scheduled
Distribution Payment Dates. When, as and if available for payment,
distributions will be made by the Property Trustee. The amount of
distributions payable for any period will be computed on the basis of twelve
30-day months and a 360-day year and, for any period shorter than a full
quarter, will be computed on the basis of the actual number of days elapsed
in such period.

Page 35

Holders Can Elect Distributions in Common Stock or Cash. In anticipation
of the continuing use of Citizens' shares of Common Stock to satisfy the
interest requirements on the Convertible Debentures, each holder of a
Convertible Preferred Security may elect annually during a designated period
of ten Business Days how distributions from the Trust will be paid to him (a
"Distribution Election"). If he makes an election to receive distributions
in Common Stock (a "Stock Distribution Election"), he will receive his
distributions in Common Stock, unless the Trust only has cash available for
making distributions.(1) If he makes an election to receive distributions
in cash (a "Cash Distribution Election"), he will receive his distribution
in cash. If a holder makes no Distribution Election, he will automatically
be deemed by the Trust to have made a Cash Distribution Election. Once made,
Distribution Elections will stand as long as a holder owns his Convertible
Preferred Security unless and until he makes a new Distribution Election by
completing an election form and delivering the same to the broker, nominee
or other entity which holds such holder's account during the annual Election
Period (the procedures for which will be specified in the Distribution
Declaration Notice). If a holder does not deliver a new election form within
this period, then such holder's new election will not be effective. Any
election by a holder of Convertible Preferred Securities will be canceled by
a transfer of the Convertible Preferred Securities and the new holder will
be entitled to make an election in the next Election Period. Prior to such
Election Period, such new holder will be deemed to have made a Cash
Distribution Election. In the event that the Partnership is dissolved or
liquidated by reason of the occurrence of a Partnership Event, the right of
(i) a holder to make a Stock Distribution Election, and (ii) Citizens to make
Stock Payment Elections will terminate. In such event, distributions will
be made only in cash. See "Prospectus Summary - Distributions."

Distributions Flow From Citizens to Holders. Currently, Citizens intends
to make interest payments on the Convertible Debentures in shares of Common
Stock with an Equivalent Value on the Share Transfer and Valuation Date equal
to the Rate.(2) The "Share Transfer and Valuation Date" will be the date
specified by Citizens in a written notice (the "Distribution Declaration
Notice") to the Trust, the Partnership and the holders of the Convertible
Preferred Securities, which Share Transfer and Valuation Date shall also be
the date on which shares of Common Stock are transferred by Citizens to the
Partnership (as the holder of the Convertible Debentures) to satisfy the
interest payment obligation on the Convertible Debentures. Currently,
Citizens contemplates setting the Share Transfer and Valuation Date at least
seventeen (17) Business Days after the Record Date, but such time-frame may
be subject to change to reflect

- ----------------------
(1) As noted above, Citizens may make a Cash Payment Election and pay
interest on the Convertible Debentures in cash to the Partnership and,
as General Partner of the Partnership, would then cause such cash to
be distributed by the Partnership to the Trust. In such event, even
though a holder may have made a Stock Distribution Election, he will
receive cash as the Trust will only have cash with which to pay him.

(2) For purposes hereof, the term "Equivalent Value" means the numbers of
shares of Common Stock having a fair market value on the Share
Transfer and Valuation Date equivalent to the next scheduled interest
payment at the Rate.

Page 36

evolving market practices and settlement procedures.

How Distributions are Made. If Citizens pays interest on the Convertible
Debentures in shares of its Common Stock and delivers the same to the
Partnership in payment of its interest obligations on the Convertible
Debentures, holders of Trust Securities who have not made a Stock
Distribution Election or who have revoked their Stock Distribution Election
will receive cash at the Rate because the Partnership will sell sufficient
shares of Common Stock on the open market (or otherwise raise cash) so that
the Partnership can pay the Trust (i) such number of shares and (ii) such
amount of cash as will satisfy the Trust's obligation to make payments in
stock and cash to holders in accordance with their elections. Pursuant to
the Limited Partnership Agreement, if shares are sold by the Partnership for
less than the Equivalent Value, the General Partner will pay any shortfall
to insure that each holder of the Convertible Preferred Securities who has
made a Cash Distribution Election receives cash distributions in an amount
equal to the Rate.

Citizens also has the right on the Distribution Declaration Date to elect
to make interest payments on the Convertible Debentures in whole or in part
by check or bank wire in immediately available funds. Also, after a
Distribution Declaration Date on which it had elected to pay interest to the
Partnership in shares of Common Stock for the next succeeding interest
payment, Citizens may exercise its right to thereafter substitute cash for
such payment. In such case, all holders will receive cash distributions at
the Rate. Further, at any time after the Share Transfer and Valuation Date,
Citizens will also have the right to purchase some or all of the shares of
Common Stock deposited with Citizens Capital for cash at a price equal to the
Equivalent Value. In such case, holders who have made a Stock Distribution
Election may receive their distributions in cash at the Rate. If a
Distribution Declaration Notice has specified that the distribution will be
made in Common Stock, and Citizens thereafter expects either to pay the
distribution entirely in cash or to purchase some or all of the shares
deposited with the Partnership, Citizens shall notify the Partnership and the
Trust in writing (which writing is also referred to herein as a "Cash Payment
Election").

Distributions on the Convertible Preferred Securities must be paid to the
extent that the Trust has funds or securities, as the case may be, available
for and on hand to make the payment of such distributions. It is anticipated
that the Trust's funds and securities on hand will be limited to funds and
securities received from distributions on the Partnership Preferred
Securities. If Citizens fails to make interest payments on the Convertible
Debentures, the Partnership would not have funds or securities, as the case
may be, to pay distributions to the Trust on the Partnership Preferred
Securities, and the Trust would not have funds or securities, as the case may
be, to pay distributions on the Convertible Preferred Securities. See "Risk
Factors - Dependance on Convertible Debenture Payments," and "Guarantees."

Record Dates. Distributions declared (as opposed to deferred) on the
Convertible Preferred Securities will be payable to the holders thereof as
they appear on the books and records of the Trust on the relevant Record
Dates. Such distributions will be paid through the Property Trustee who will
hold funds and securities received in respect of the Partnership

Page 37

Preferred Securities in the Property Account for the benefit of the holders
of the Trust Securities. Subject to any applicable laws and regulations and
the Declaration, each such payment will be made as described under
"Convertible Preferred Securities - Book-Entry-Only Issuance - The Depository
Trust Company" below. In the event that any date on which distributions are
payable on the Convertible Preferred Securities is not a Business Day, then
payment of the distributions will be made on the next succeeding Business Day
(and without any additional interest in respect of such delay). If such
Business Day is in the next succeeding calendar year, however, the payment
will be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on such date. A "Business Day" means any
day other than a Saturday or a Sunday or a day on which banking institutions
in The City of New York are authorized or obligated by law or executive
order to close.

Other. Initial purchasers in the offering of the Convertible Preferred
Securities may make their Distribution Elections during a period of seven
calendar days after the offering. The Election Period will commence on or
before December 21 of each year (a date which will be at least two Business
Days after the scheduled Record Date relating to the January 31 distribution
payment), beginning in 1996, and will end at the close of business ten
Business Days later. Election forms and prospectuses will be sent to
beneficial holders of Convertible Preferred Securities on the Record Date
relating to the January 31 distribution payment each year on or about the
first day of the Election Period. Timely Distribution Election forms should
be delivered by beneficial holders of the Convertible Preferred Securities to
the broker, nominee or other entity which holds such holder's account so that
they are received by such broker, nominee or other entity on or before the
close of business on the last day of the Election Period. The brokerage
houses holding accounts for holders, nominees and other participants in DTC
will transmit the same to DTC to the extent reasonably required to implement
such elections. The Trust will be relying on information supplied through
these procedures in determining how many shares of Common Stock or how much
cash to distribute on each Distribution Payment Date. While the Company, the
Partnership and the Trust believe that such procedures are not dissimilar
from those used in similar situations, each purchaser and holder of a
Convertible Preferred Security is urged to consult with his broker to insure
that his election is properly recorded. Questions may be addressed to the
Company at the phone number and address appearing elsewhere herein.

Deferrals

Unless deferred, interest and distributions are payable in arrears on the
Interest Payment Date and the Distribution Payment Date, respectively. Under
the Indenture, Citizens has the right to, and may, at any time and from time
to time, defer the payment of each quarterly interest payment on the
Convertible Debentures to a date subsequent to the regular Interest Payment
Date; provided that no such deferral, including any extension thereof, may
exceed 20 consecutive quarters nor extend the stated maturity date of the
Convertible Debentures; and, provided, further, that in the event of such
deferral, any interest so deferred shall not be deemed to have become due and
payable until after such deferral period has ended. As a consequence,
distributions on the Convertible Preferred Securities would be deferred by
the Trust during any

Page 38

such deferral of interest payments. If Citizens exercises this deferral
right, it will be restricted from making certain distributions and payments
(other than in shares of its capital stock) to holders of its capital stock,
or to holders of indebtedness where such indebtedness ranks junior to the
Convertible Debentures, and from making certain guarantee payments. Upon any
such deferrals, interest will be compounded on each Interest Payment Date and
accrued until paid at the Rate on any interest so deferred until the amount of
such deferred interest (including compounded interest thereon) is paid in full.
Citizens shall give the Regular Trustees written notice of its election to
defer an interest payment on or before the Distribution Declaration Date.
Citizens shall also give written notice of any deferred interest payment (and
the consequential deferral of their distributions) to the holders of the
Convertible Preferred Securities. See "Risk Factors - Option to Defer Payment
of Distributions," and "Convertible Debentures - Option to Defer Interest
Payments." If interest payments are deferred, the resulting deferred
distributions and accrued and accumulated distributions thereon shall be paid
to holders of record of the Convertible Preferred Securities as they appear on
the books and records of the Trust on the record date established for payment,
as opposed to any record date for purposes of any notice relating to the
deferral of interest payments or distributions. As a result, any holder who
sells Convertible Preferred Securities during a deferral period will
transfer to the buyer his entitlement to any payment made at the end of any such
deferral period. Any failure by Citizens to make interest payments on the
Convertible Debentures in the absence of a deferral would constitute an
Indenture Event of Default. Citizens may not elect to defer interest payments
while an Indenture Event of Default has occurred and is continuing.

Additional Interest

Citizens is required to pay either (i) directly to such taxing authority,
the Trust or the Partnership, as the case may be or (ii) to the Trust or
Partnership, as the case may be, as additional interest ("Additional
Interest") on the Convertible Debentures, any taxes, duties, assessments or
governmental charges of whatever nature (other than withholding taxes)
imposed by the United States or any other domestic taxing authority upon
either the Trust or Citizens Capital. See "Convertible Debentures -
Additional Interest."

Conversion Rights

General. The Convertible Preferred Securities will be convertible, unless
previously redeemed, at the option of the holder thereof and in the manner
described below, into shares of Common Stock Series A of Citizens at a
conversion price of $_______ per share of Common Stock Series A (equivalent
to a conversion rate of____ shares of Common Stock Series A for each $50 of
liquidation preference of Convertible Preferred Securities), subject to
adjustment as described under "- Conversion Price Adjustments" below. A
holder of Convertible Preferred Securities wishing to exercise its conversion
right as to all or a portion of such Convertible Preferred Securities shall,
in effect, surrender such Convertible Preferred Securities, or a portion
thereof, by giving an irrevocable written Notice of Conversion, to the
Conversion Agent. The Conversion Agent shall then, on behalf of such holder,
cause the Convertible Preferred Securities to be exchanged for Partnership
Preferred Securities, and in turn cause the Partnership

Page 39

Preferred Securities to be exchanged for Convertible Debentures, and
immediately cause the Convertible Debentures to be converted into Common
Stock Series A. Holders may obtain copies of the Notice of Conversion from
the Conversion Agent. Convertible Preferred Securities that have been
called for redemption will not be convertible after the close of business
five (5) Business Days preceding the date fixed for redemption and no
Convertible Preferred Security will be convertible after the close of
business five (5) Business Days preceding ________________, 2035.

Holders of Convertible Preferred Securities at the close of business
on a Record Date will be entitled to receive the distribution payable on such
securities on the corresponding Distribution Payment Date notwithstanding the
conversion of such Convertible Preferred Securities following such Record
Date. Except as provided in the immediately preceding sentence, the Trust
will make no payment or allowance for accrued, deferred or otherwise unpaid
distributions on converted Convertible Preferred Securities, or for any
dividends or distributions on the shares of Common Stock Series A. Holders
of shares of Common Stock Series A which are received upon such conversion
prior to or on a record date for any dividend or distribution on such shares
shall be entitled to receive the same dividend or distribution as other
holders of record of Common Stock Series A. Each conversion will be deemed
to have been effected immediately prior to the close of business on the day
on which the Notice of Conversion was received by the Trust.

No fractional share of Common Stock Series A will be issued as a result of
conversion; in lieu thereof such fractional interest will be settled in cash.

Citizens will, subject to compliance with the requirements of any
regulatory authority claiming jurisdiction over Citizens' business, reserve
for issuance enough shares of Common Stock Series A so as to have sufficient
shares legally available to effect such conversions.

Conversion Price Adjustments - General. Commencing in 1990, Citizens has
followed the policy of paying quarterly dividends on its Common Stock in
shares of Common Stock. The conversion price of the Convertible Preferred
Securities will be adjusted downward to reflect the declaration of each such
stock dividend. The conversion price is also subject to adjustment in
certain events, including (a) the issuance of shares of Common Stock as a
dividend or a distribution with respect to its Common Stock, (b)
subdivisions, combinations and reclassification of Common Stock, (c) the
issuance to all holders of Common Stock of rights or warrants entitling them
(for a period not exceeding 45 days) to subscribe for shares of Common Stock
at less than the current market price, (d) the distribution to all holders
of Common Stock of evidences of indebtedness of the Company, securities or
capital stock, cash or assets (including securities, but excluding those
rights, warrants, dividends and distributions referred to above and dividends
and distributions paid exclusively in cash), (e) the payment of dividends
(and other distributions) on Common Stock paid exclusively in cash, excluding
cash dividends if the annualized per share amount thereof does not exceed 15%
of the current market price of Common Stock as of the Trading Day immediately
preceding the date of declaration of such dividend, and (f) payment to
holders of Common Stock in respect of a tender or exchange offer

Page 40

(other than an odd-lot offer) by Citizens or any subsidiary of Citizens for
Common Stock at a price in excess of 110% of the current market price of
Common Stock as of the Trading Day next succeeding the last date tenders or
exchanges may be made pursuant to such tender or exchange offer. A "Trading
Day" means any day on which the NYSE (or any other market used for the
determination of fair market value) is open for the trading of securities.

Citizens from time to time may reduce the conversion price of the
Convertible Debentures (and thus the conversion price of the Convertible
Preferred Securities) by any amount selected by Citizens for any period of
at least 20 days, in which case Citizens shall give at least 15 days' notice
of such reduction. Citizens may, at its option, make such reductions in the
conversion price, in addition to those set forth above, as the Citizens Board
of Directors deems advisable to avoid or diminish any income tax to holders
of Common Stock resulting from any dividend or distribution of stock (or
rights to acquire stock) or from any event treated as such for income tax
purposes. See "Certain Federal Income Tax Considerations - Adjustment of
Conversion Price".

No adjustment of the conversion price will be made upon the issuance of any
shares of Common Stock pursuant to any present or future plan providing for
the reinvestment of dividends or interest payable on securities of Citizens
and the investment of additional optional amounts in shares of Common Stock
under any such plan. No adjustment in the conversion price will be required
unless such adjustment would require a change of at least one percent (1%)
in the price then in effect; provided, however, that any adjustment that
would not be required to be made shall be carried forward and taken into
account in any subsequent adjustment. If any action would require adjustment
of the conversion price pursuant to more than one of the provisions described
above, only one adjustment shall be made and such adjustment shall be the
amount of adjustment that has the highest absolute value to the holder of the
Convertible Preferred Securities.

Conversion Price Adjustments - Merger, Consolidation or Sale of Assets of
Citizens. In the event that Citizens shall be a party to any transaction
(including, without limitation, and with certain exceptions, (a)
recapitalization or reclassification of the Common Stock Series A, (b)
consolidation of Citizens with, or merger of Citizens into, any other Person,
or any merger of another Person into Citizens, (c) any sale or transfer of
all or substantially all of the assets of Citizens or (d) any compulsory
share exchange pursuant to which the Common Stock Series A is converted into
the right to receive other securities, cash or other property, (each of the
foregoing being referred to as a "Transaction"), then the holders of
Convertible Preferred Securities then outstanding shall have the right to
convert the Convertible Preferred Securities into the kind and amount of
securities, cash and other property receivable upon the consummation of such
Transaction by a holder of the number of shares of Common Stock Series A
issuable upon conversion of such Convertible Preferred Securities immediately
prior to such Transaction.

In the case of a Transaction, each Convertible Preferred Security would
become convertible into the securities, cash or property receivable by a
holder of the number of shares

Page 41

of Common Stock Series A into which such Convertible Preferred Security was
convertible immediately prior to such Transaction. This change could
substantially lessen or eliminate the value of the conversion privilege
associated with the Convertible Preferred Securities in the future. For
example, if Citizens were acquired in a cash merger, each Convertible
Preferred Security would become convertible solely into cash and would no
longer be convertible into securities whose value would vary depending on
the future prospects of Citizens and other factors.

Special Events Redemption and Distribution

"Trust Investment Company Act Event" means that Citizens shall have (i)
requested and received and (ii) delivered to the Regular Trustees, an opinion
of a nationally recognized independent counsel experienced in practice under
the Investment Company Act of 1940, as amended (the "1940 Act") (an
"Investment Company Act Opinion") that, as a result of the occurrence of a
change in law or regulation or a written change in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority (a "Change in 1940 Act Law"), there is a more
than an insubstantial risk that the Trust is or will be considered an
investment company which is required to be registered under the 1940 Act,
which Change in 1940 Act Law becomes effective on or after the first date of
issuance of the Convertible Preferred Securities.

"Trust Tax Event" means that Citizens shall have (i) requested and received
and (ii) delivered to the Regular Trustees, an opinion of a nationally
recognized independent tax counsel experienced in such matters (a "Tax Event
Opinion") to the effect that, as a result of (a) any change (including any
announced prospective change) in, the laws (or any regulations thereunder)
of the United States or any political subdivision or taxing authority thereof
or therein, (b) any change in an interpretation or application of any such
laws or regulations by any legislative body, court, governmental agency or
regulatory authority (including the enactment of any legislation and the
publication of any judicial decision or regulatory determination), (c) any
interpretation or pronouncement that provides for a position with respect to
such laws or regulations that differs from the generally accepted position
or (d) any action taken by any governmental agency or regulatory authority,
which change is enacted, promulgated, issued or effective or which
interpretation or pronouncement is issued or announced or which action is
taken, in each case on or after the date of this Prospectus, there is more
than an insubstantial risk that (i) the Trust may be subject to United States
federal income tax with respect to distributions accrued or received on the
Partnership Preferred Securities or (ii) the Trust is subject to more than
a de minimis amount of taxes, duties or other governmental charges. (For
purposes hereof, the circumstances described in subsections (a) through (d)
above are sometimes hereafter referred to as a "Change in Tax Law".)

A Trust Tax Event and a Trust Investment Company Act Event are sometimes
herein collectively or individually referred to as "Trust Events".

"Partnership Tax Event" means that the General Partner shall have received
a Tax Event

Page 42

Opinion to the effect that, as a result of a Change in Tax Law, there is more
than an insubstantial risk that (i) Citizens Capital may be subject to United
States federal income tax with respect to interest accrued or received on the
Convertible Debentures or (ii) Citizens Capital is subject to more than a de
minimis amount of taxes, duties or other governmental charges.

"Partnership Investment Company Act Event" means that the General Partner
shall have received an Investment Company Act Opinion that as a result of the
occurrence of a Change in 1940 Act Law, there is more than an insubstantial
risk that the Partnership is or will be considered an investment company
which is required to be registered under the 1940 Act, which Change in 1940
Act Law becomes effective on or after the first date of issuance of the
Partnership Preferred Securities.

A Partnership Tax Event and a Partnership Investment Company Act Event are
sometimes herein collectively or individually referred to as "Partnership
Events".

A "No Recognition Opinion" means an opinion of a nationally recognized
independent tax counsel experienced in such matters, which opinion may rely
on published revenue rulings or any other available pronouncements,
determinations or available authority of the Internal Revenue Service, or any
judicial decisions, to the effect that the holders of the Convertible
Preferred Securities or Partnership Preferred Securities, as the case may be,
will not recognize any income, gain or loss for United States federal income
tax purposes as a result of the liquidation and distribution of Convertible
Debentures or Partnership Preferred Securities, as the case may be.

"Company Event" means that Citizens shall have obtained a Tax Event Opinion
to the effect that, as a result of a Change in Tax Law, there is more than
an insubstantial risk that interest payable to the holders of the Convertible
Debentures would not be deductible by Citizens for United States federal
income tax purposes.

A Trust Event, Partnership Event, and Company Event are sometimes herein
collectively or individually referred to as "Special Events".

"Rating Agency Event" shall occur when, and if, (i) any nationally recognized
securities rating agency lowers its rating of the Company's senior, long-term
debt to a rating less than ____ or ____ or the equivalent, and (ii)
Citizens has elected to transmit notice thereof to the Trust.

If at any time a Trust Event shall occur and be continuing, the Trust will
(except as set forth under Ministerial Action below) cause the Trust to be
liquidated with the result that Partnership Preferred Securities will be
distributed to holders of the Trust Securities in liquidation of such
holders' interests in the Trust, on a pro rata basis; provided, however, that
such liquidation and distribution shall be conditioned upon the receipt by
Citizens of a No Recognition Opinion with regard to such distribution of
Partnership Preferred Securities. If a Partnership Event has also occurred
and is continuing and a No Recognition Opinion is received with respect to
such Partnership Preferred Securities distribution, then Citizens may also
cause

Page 43

the Partnership to be liquidated as well with the result that Convertible
Debentures (and not Partnership Preferred Securities) will ultimately be
received by the holders of the Trust Securities in liquidation of such
holders' interests in the Trust, on a pro rata basis; provided, however, that
such liquidation and distribution shall be conditioned upon the receipt by
Citizens of a No Recognition Opinion with regard to such distribution of
Convertible Debentures. In the further event that Citizens cannot obtain,
with respect to the liquidation of the Trust, a No Recognition Opinion with
regard to the distribution of Partnership Preferred Securities or the
Convertible Debentures, as the case may be, then Citizens may redeem the
Convertible Debentures in whole or in part, for cash, with the result that
(i) Partnership Preferred Securities with an aggregate liquidation amount
equal to the aggregate principal amount of the Convertible Debentures so
redeemed will be redeemed by the Partnership, (ii) Trust Securities with an
aggregate liquidation amount equal to the aggregate liquidation amount of
Partnership Preferred Securities so redeemed will be redeemed by the Trust,
and (iii) holders of the Trust Securities will ultimately receive cash for
the Trust Securities so redeemed, on a pro rata basis.

If at any time a Partnership Event shall occur and be continuing, the
Partnership may (except as set forth under Ministerial Action below) cause
the Partnership to be liquidated with the result that Convertible Debentures
will be distributed to the Trust in liquidation of its interests in the
Partnership; provided, however, that such liquidation and distribution shall
be conditioned upon the receipt by Citizens of a No Recognition Opinion with
regard to such distribution of Convertible Debentures. Following a
Partnership liquidation, holders of Convertible Preferred Securities would
lose their right to make Distribution Elections, Citizens will lose its right
to make Stock Payment Elections, and distributions to holders of Convertible
Preferred Securities will be made only in cash. If Citizens cannot obtain,
with respect to the liquidation of the Partnership, a No Recognition Opinion
with regard to the distribution of Convertible Debentures, then Citizens may
redeem the Convertible Debentures in whole or in part, for cash, with the
result that (i) Partnership Preferred Securities with an aggregate
liquidation amount equal to the aggregate principal amount of the Convertible
Debentures so redeemed will be redeemed by the Partnership, (ii) Trust
Securities with an aggregate liquidation amount equal to the aggregate
liquidation amount of Partnership Preferred Securities so redeemed will be
redeemed by the Trust, and (iii) holders of the Trust Securities will
ultimately receive cash for the Trust Securities so redeemed, on a pro rata
basis.

The conditions precedent to the Company's right to bring about the
redemption for cash of the Convertible Preferred Securities described in the
preceding two paragraphs shall not restrict Citizens' right to bring about
the redemption for cash, in whole or in part, of the Convertible Preferred
Securities at any time after ___________, 199_, as described in "-Optional
Redemption" below.

Upon the occurrence of a Company Event (except as set forth in the next
paragraph), Citizens shall also have the right, upon not less than thirty
(30) nor more than sixty (60) days notice, to redeem the Convertible
Debentures, in whole or in part, for cash, together with any accrued or
deferred and unpaid interest payments. Following any such redemption,
Partnership Securities with an aggregate liquidation amount equal
to the aggregate principal amount of the

Page 44

Convertible Debentures so redeemed shall be redeemed by Citizens Capital, and
Trust Securities with an aggregate liquidation amount equal to the
Partnership Securities so redeemed shall be redeemed by the Trust, each at
the Redemption Price on a pro rata basis.

Ministerial Action. If at the time of any such Special Event, Citizens,
the Partnership or the Trust are actually aware of an opportunity to
eliminate the adverse effect of the Special Event on the Trust, Citizens or
the Partnership by taking some ministerial action (such as filing a form or
making an election or pursuing some other similar reasonable measure) where
the taking of such action does not involve a material cost, then neither
Citizens, the Partnership nor the Trust shall (i) liquidate the Partnership
or the Trust by reason of such Special Event or (ii) on or before __________,
199_, redeem any securities at any time such opportunity exists, without
first having pursued such ministerial action.

If, at any time, a Rating Agency Event shall occur and be continuing, the
Trust will be liquidated with the result that Partnership Preferred
Securities will be distributed to the holders of the Trust Securities in
liquidation of such holders' interests in the Trust, on a pro rata basis.
In addition, Citizens may advise the Trustees that it will liquidate the
Partnership with the result that Convertible Debentures (and not Partnership
Preferred Securities) will be ultimately distributed to holders of Trust
Securities, on a pro rata basis.

After the date for any distribution of Partnership Preferred Securities or
Convertible Debentures, as the case may be, upon dissolution and liquidation
of the Trust (i) the Convertible Preferred Securities will be deemed to be
no longer outstanding, (ii) the Depositary or its nominee, as the record
holder of the Convertible Preferred Securities, will receive a registered
global certificate or certificates representing the Partnership Preferred
Securities or Convertible Debentures, as the case may be, and (iii) any
certificates representing Convertible Preferred Securities not held by the
Depositary or its nominee will be deemed to represent (a) Partnership
Preferred Securities having an aggregate liquidation amount equal to the
aggregate stated liquidation amount of, with a distribution rate identical
to the distribution rate of, and accrued or deferred and unpaid distributions
equal to accrued or deferred and unpaid distributions on such Convertible
Preferred Securities, or (b) Convertible Debentures having an aggregate
principal amount equal to the aggregate stated liquidation amount of, with
an interest rate identical to the distribution rate of, and accrued or
deferred and unpaid interest equal to accrued or deferred and unpaid
distributions on such Convertible Preferred Securities, as the case may be,
until such certificates are presented to Citizens or its agent for transfer
or reissuance.

There can be no assurance as to the market prices for the Convertible
Preferred Securities, or the Partnership Preferred Securities or Convertible
Debentures that may be distributed in exchange for the Convertible Preferred
Securities, if a dissolution and liquidation of the Trust were to occur.
Accordingly, the Convertible Preferred Securities that an investor may
purchase, whether pursuant to the offer made hereby or in the secondary
market, or the Partnership Preferred Securities or Convertible Debentures,
as the case may be, that an investor may receive if a dissolution and
liquidation of the Trust were to occur, may trade at a discount or a premium
to the price that the investor paid to purchase the Convertible Preferred
Securities

Page 45

offered hereby. Upon the distribution of the Convertible Debentures or the
Partnership Preferred Securities, the Company will use its best efforts to
list such securities on the exchange that the Convertible Preferred
Securities are then listed.

Optional Redemption

The Convertible Debentures are also subject to redemption by Citizens, at
its option, in whole or in part, from time to time, on or after
_________________, 199_ at 100% of the principal amount being redeemed,
together with accrued or deferred and unpaid interest to the redemption date.
If Citizens redeems Convertible Debentures, the Trust must redeem Trust
Securities having an aggregate liquidation amount equal to the aggregate
principal amount of the Convertible Debentures so redeemed, at $50 per Trust
Security in cash, plus accrued or deferred and unpaid distributions in either
cash or Common Stock (the "Redemption Price").

Redemption on Maturity or Upon Acceleration

Additionally, Convertible Preferred Securities are also subject to
redemption in whole, but not in part, upon any redemption of the Partnership
Preferred Securities occurring upon the repayment at maturity (on
_____________, 2035) or as a result of acceleration of the Convertible
Debentures upon the occurrence of an Indenture Event of Default described
under "Convertible Debentures - Events of Default." Upon the repayment of
the Convertible Debentures, the proceeds from such repayment shall
simultaneously be applied to redeem Convertible Preferred Securities having
an aggregate liquidation amount equal to the aggregate principal amount of
the Convertible Debentures so repaid at the Redemption Price. In the case
of such acceleration, the Convertible Preferred Securities will only be
redeemed when repayment of the Convertible Debentures has actually been
received by the Trust.

Redemption Procedures; Generally

If Convertible Preferred Securities are called for redemption, conversion
rights with regard thereto will terminate five (5) Business Days prior to the
redemption date. If the Convertible Preferred Securities are called for
redemption at maturity or acceleration, or if all or any portion of the
Convertible Preferred Securities are called for redemption through any
Special Event or Rating Agency Event, Citizens may not redeem the Convertible
Debentures called for redemption, unless all accrued or deferred and unpaid
distributions have been paid in full on all Convertible Preferred Securities
to be redeemed for all quarterly distribution periods terminating on or prior
to the date of redemption.

Notice of any redemption or exchange of Convertible Preferred Securities
(which notice will be irrevocable) will be given to each record holder of
Convertible Preferred Securities that are being redeemed or exchanged not
fewer than thirty (30) nor more than sixty (60) days prior to the date fixed
for redemption thereof. If a notice of redemption has been given, then on
the redemption date, if the Partnership has paid to the

Page 46

Property Trustee a sufficient amount of cash in connection with the related
redemption or maturity of Partnership Preferred Securities, the Property
Trustee will irrevocably deposit such funds with the Paying Agent with
irrevocable instructions to pay the applicable Redemption Price (i) to the
holders of the Convertible Preferred Securities to be redeemed (in the event
that such Convertible Preferred Securities are in definitive form) or (ii) to
DTC (in the event that Convertible Preferred Securities are in book-entry form)
with irrevocable instructions to pay the Redemption Price to the holders of
the Convertible Preferred Securities to be redeemed. See "Book-Entry-Only
Issuance - The Depository Trust Company." Upon satisfaction of the foregoing
conditions, then immediately prior to the close of business on the date of
such deposit, all rights of holders of such Convertible Preferred Securities
so called for redemption will cease, except the right of the holders to
receive the Redemption Price, but without interest on such Redemption Price.
In the event that any date fixed for redemption of Convertible Preferred
Securities is not a Business Day, then payment of the Redemption Price
payable on such date will be made on the next succeeding Business Day (and
without any interest in respect of any such delay), except that, if such
Business Day falls in the next calendar year, such payment will be made on
the immediately preceding Business Day. In the event that payment of the
Redemption Price is improperly withheld or refused and not paid by either the
Property Trustee or Citizens, distributions on the Convertible Preferred
Securities called for redemption will continue to accrue at the Rate,
compounded quarterly, until the Redemption Price is actually paid.

In the event that fewer than all of the outstanding Convertible Preferred
Securities are to be redeemed, the Convertible Preferred Securities to be
redeemed will be selected by lot as described under " - Book-Entry-Only
Issuance - The Depositary Trust Company" below.

Subject to the foregoing and applicable law (including, without limitation,
United States federal securities laws), Citizens or its subsidiaries may at
any time, and from time to time, purchase outstanding Convertible Preferred
Securities by tender, in the open market or by private agreement.

Liquidation Rights

In the event of any voluntary or involuntary liquidation, dissolution, or
winding-up or termination of the Trust, the holders of Convertible Preferred
Securities at the time outstanding will be entitled to receive, out of the
assets of the Trust, after satisfaction of liabilities to creditors, a
liquidation preference of $50 per Convertible Preferred Security payable in
cash, plus all accrued or deferred and unpaid distributions, payable in
either cash or Common Stock, to the date of payment (the "Liquidation
Distribution"), unless, in connection with such liquidation, either
Partnership Preferred Securities or Convertible Debentures have been
distributed on a pro rata basis to the holders of the Convertible Preferred
Securities.

If, upon any such liquidation, the Liquidation Distribution can be paid
only in part because the Trust has insufficient assets available to pay in
full the aggregate Liquidation Distribution, then the amounts payable
directly by the Trust on the Convertible Preferred Securities shall be paid
on a pro rata basis. The holders of the Convertible Common Securities will
be entitled to receive distributions upon any such dissolution pro rata with
the holders of

Page 47

the Convertible Preferred Securities, except that if a Declaration Event of
Default has occurred and is continuing, the Convertible Preferred Securities
shall have a preference over the Convertible Common Securities with regard to
such distributions.

If, upon any liquidation of the Trust, the holders of Convertible Preferred
Securities are paid in full the aggregate Liquidation Distribution to which
they are entitled, then such holders will not be entitled to receive or share
in any other assets of the Trust thereafter available for distribution to any
other holders of beneficial interests in the Trust.

As set forth in greater detail in the Declaration, the Trust shall be
dissolved and its affairs shall be wound up upon the occurrence of certain
events, including the earliest to occur of: (i) _______, 2040, the
expiration of the term of the Trust; (ii) the bankruptcy of Citizens, (iii)
upon the filing of a certificate of dissolution or its equivalent with
respect to Citizens or the revocation of the charter of Citizens or of the
Trust's certificate of Trust in accordance with the terms of the Declaration,
(iv) upon the distribution of Partnership Preferred Securities or Convertible
Debentures upon the occurrence of any Rating Agency Event or Special Event
and the dissolution and liquidation of the Trust, (v) upon the entry of a
decree of a judicial dissolution of Citizens or the Trust, or (vi) upon the
redemption of all the Trust Securities.

Amendment to the Declaration

The Declaration may be modified and amended if approved by the Regular
Trustees (or, if there are more than two Regular Trustees, a majority of the
Regular Trustees) (and in certain circumstances, by the Property Trustee or
the Delaware Trustee); provided that, if any proposed amendment provides for,
or the Regular Trustees otherwise propose to effect, (i) any action that
would adversely affect the powers, preferences or special rights of the Trust
Securities, whether by way of amendment to the Declaration or otherwise, or
(ii) the dissolution, winding-up, or termination of the Trust other than
pursuant to the terms of the Declaration, then such amendment or proposal
shall not be effective except with the approval of at least 66 2/3% in
liquidation amount of the Trust Securities affected thereby.

Notwithstanding the foregoing, no amendment may be made to the Declaration
if such amendment would (i) cause the Trust to be classified for purposes of
United States federal income taxation as other than a grantor trust, (ii)
reduce or otherwise adversely affect the powers of the Property Trustee, or
(iii) cause the Trust to be deemed an investment company which is required
to be registered under the 1940 Act.

Merger, Consolidation or Sale of Assets of the Trust

The Trust may not consolidate, amalgamate, merge with or into, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any entity, except as described below. The
Trust may, with the consent of a majority of the Regular Trustees and
without the consent of the holders of the Trust Securities, the Delaware
Trustee or Property Trustee, consolidate, amalgamate, merge with or into, or
be replaced by a trust organized as

Page 48

such under the laws of any state of the United States of America, subject to
certain conditions set forth in the Declaration. The Trust shall not,
except with the consent of the holders of 100% in liquidation amount of the
Trust Securities, consolidate, amalgamate, merge with or into, or be replaced
by any other entity or permit any other entity to consolidate, amalgamate,
merge with or into, or replace it, if such consolidation, amalgamate, merger
or replacement would cause the Trust or the successor entity to be classified
as other than a grantor trust for United States federal income tax purposes.

Declaration Events of Default

An event of default under the Limited Partnership Agreement (a "Partnership
Event of Default") constitutes an event of default under the Declaration with
respect to the Trust Securities (a "Declaration Event of Default"), provided
that, pursuant to the Declaration, the holder of the Convertible Common
Securities will be deemed to have waived any Declaration Event of Default
with respect to the Convertible Common Securities until all Declaration
Events of Default with respect to the Convertible Preferred Securities have
been cured, waived or otherwise eliminated. Until such Declaration Events
of Default with respect to the Convertible Preferred Securities have been so
cured, waived, or otherwise eliminated, the Property Trustee will be deemed
to be acting solely on behalf of the holders of the Convertible Preferred
Securities and only the holders of the Convertible Preferred Securities will
have the right to direct the Property Trustee with respect to certain matters
under the Declaration, and therefore the Indenture. The holders of a
majority in aggregate liquidation amount of Convertible Preferred Securities
may vote to waive any Declaration Event of Default, provided that if the
underlying Partnership Event of Default requires the consent of a Super
Majority (as defined below), a corresponding Super Majority of Convertible
Preferred Securities will be required. A Partnership Event of Default may
be waived as described below in "Voting Rights." A waiver of a Partnership
Event of Default by the Property Trustee constitutes a waiver of the
corresponding Declaration Event of Default.

Upon the occurrence of a Declaration Event of Default, the Property Trustee
as the sole holder of the Partnership Preferred Securities of Citizens
Capital, which is the sole holder of the Convertible Debentures, will have
the right under the Declaration to enforce its rights as holder of the
Partnership Preferred Securities. Citizens and the Trust are each required
to file annually with the Property Trustee an officer's certificate as to its
compliance with all conditions and covenants under the Declaration.

Voting Rights

Except as described herein, under the Trust Act, the Trust Indenture Act
and under "Guarantees," and as otherwise required by law and the Declaration,
the holders of the Convertible Preferred Securities will have no voting
rights.

Subject to the requirement that the Property Trustee obtain a tax opinion
in certain circumstances as set forth in the last sentence of this paragraph,
the Holders of a majority in aggregate liquidation amount of the Convertible
Preferred Securities voting separately as a class

Page 49

may direct the time, method, and place of conducting any proceeding for any
remedy available to the Property Trustee or exercising any trust or power
conferred upon the Property Trustee under the Declaration, including, for so
long as the Property Trustee shall hold the Partnership Preferred Securities,
causing the Special Representative (as hereafter defined) to, or, if the
Property Trustee shall hold the Convertible Debentures directly, to (i)
prosecute any proceeding for any remedy available to the Indenture Trustee or
exercise any power conferred on the Indenture Trustee with respect to the
Convertible Debentures, (ii) waive any waivable past default and its
consequences that are waivable under the Indenture, or (iii) exercise any right
to rescind or annul a declaration that the principal amount of all the
Convertible Debentures shall be due and payable, provided, however, that when
the Indenture requires the consent of the holders of greater than a majority
in aggregate principal amount of Convertible Debentures affected thereby (a
"Super Majority"), a corresponding Super Majority of Convertible Preferred
Securities will be required. If the Property Trustee fails to enforce its
rights under the Declaration, any holder of Convertible Preferred Securities
may, after a period of 30 days has elapsed from such holder's written request
to the Property Trustee to enforce such rights, institute a legal proceeding
directly against any person to enforce the Property Trustee's rights under
the Declaration, without first instituting a legal proceeding against the
Property Trustee or any other person. Other than with respect to directing
the time, method and place of conducting any proceeding for a remedy as set
forth above, the Property Trustee shall not take any of the above actions in
accordance with the directions of the holders of the Convertible Preferred
Securities unless the Property Trustee has obtained an opinion of tax counsel
to the effect that, for the purposes of United States federal income tax, the
Trust will continue to be classified as a grantor trust after consummation
of such action.

Any approval or direction of holders of Convertible Preferred Securities
may be given at a separate meeting of holders of Convertible Preferred
Securities convened for such purpose, at a meeting of all of the holders of
Trust Securities or pursuant to written consent.

No vote or consent of the holders of the Convertible Preferred Securities
will be required for the Trust to redeem and cancel Convertible Preferred
Securities or to distribute Partnership Preferred Securities or Convertible
Debentures in accordance with the Declaration and the terms of the Trust
Securities.

Any Convertible Preferred Securities that are owned by Citizens, or by any
entity directly or indirectly controlling or controlled by or under direct
or indirect common control with Citizens shall not be entitled to vote or
consent and shall, for such purposes, be treated as if they were not
outstanding.

Book-Entry-Only Issuance - The Depository Trust Company

DTC will act as securities depository for the Convertible Preferred
Securities. The information in this section concerning DTC and DTC's book-
entry system is based upon information obtained from DTC. The Convertible
Preferred Securities will be issued only as fully-registered securities
registered in the name of Cede & Co. (as nominee for DTC). One

Page 50

or more fully-registered global Convertible
Preferred Security certificates will be issued, representing in the aggregate
the total number of Convertible Preferred Securities, and will be deposited
with DTC.

The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of securities in definitive form. Such
laws may impair the ability to transfer beneficial interests in the global
Convertible Preferred Securities as represented by a global certificate.

DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law,
a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act.
DTC holds securities that its participants ("Participants") deposit with DTC.
DTC also facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates.
Direct Participants include securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations ("Direct
Participants"). DTC is owned by a number of its Direct Participants and by
the NYSE, the American Stock Exchange, Inc. and the National Association of
Securities Dealers, Inc. Access to the DTC system is also available to
others such as securities brokers and dealers, banks and trust companies that
clear through or maintain a custodial relationship with a Direct Participant,
either directly or indirectly ("Indirect Participants").

Purchases of Convertible Preferred Securities within the DTC system must
be made by or through Direct Participants, which will receive a credit for
the Convertible Preferred Securities on DTC's records. The ownership
interest of each actual purchaser of a Convertible Preferred Security
("Beneficial Owner") is in turn to be recorded on the Direct or Indirect
Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchases, but Beneficial Owners are expected
to receive written confirmations providing details of the transactions, as
well as periodic statements of their holdings, from the Direct or Indirect
Participants through which the Beneficial Owners purchased Convertible
Preferred Securities. Transfers of ownership interests in Convertible
Preferred Securities are to be accomplished by entries made on the books of
Participants acting on behalf of Beneficial Owners. Beneficial Owners will
not receive certificates representing their ownership interests in
Convertible Preferred Securities, except upon a resignation of DTC, upon the
occurrence of an Indenture Event of Default or upon a decision by the Trust
to discontinue the book-entry system for the Convertible Preferred
Securities.

To facilitate subsequent transfers, all the Convertible Preferred
Securities deposited by Participants with DTC are registered in the name of
DTC's nominee, Cede & Co. The deposit of Convertible Preferred Securities
with DTC and their registration in the name of Cede & Co. effect no change
in beneficial ownership. DTC has no knowledge of the actual Beneficial
Owners of the Convertible Preferred Securities; DTC's records reflect only
the identity of the

Page 51

Direct Participants to whose accounts such Convertible Preferred Securities are
credited, which may or may not be the Beneficial Owners. The Participants will
remain responsible for keeping account of their holdings on behalf of their
customers.

Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed
by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.

Redemption notices with respect to the Convertible Preferred Securities
shall be sent to Cede & Co. If less than all of the Convertible Preferred
Securities are being redeemed, DTC's practice is to determine by lot the
amount of the interest of each Direct Participant in such securities to be
redeemed.

Although voting with respect to the Convertible Preferred Securities is
limited, in those cases where a vote is required, neither DTC nor Cede & Co.
will itself consent or vote with respect to Convertible Preferred Securities.
Under its usual procedures, DTC would mail an "Omnibus Proxy" (i.e., a proxy
conferring on Direct Participants the right to vote as their interests
appear) to the Trust as soon as possible after the record date. The Omnibus
Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts the Convertible Preferred Securities are
credited on the record date (identified in a listing attached to the Omnibus
Proxy). Citizens and the Trust believe that the arrangements among DTC,
Direct and Indirect Participants, and Beneficial Owners will enable the
Beneficial Owners to exercise rights equivalent in substance to the rights
that can be directly exercised by a holder of a beneficial interest in the
Trust.

Cash distribution payments and distribution payments in shares of Common
Stock on the Convertible Preferred Securities will be made to DTC. DTC's
practice is to credit Direct Participants' accounts on the relevant payment
date in accordance with their respective holdings shown on DTC's records
unless DTC has reason to believe that it will not receive payments on such
payment date. Payments by Participants to Beneficial Owners will be governed
by standing instructions and customary practices, as is the case with
securities held for the account of customers in bearer form or registered in
"street name," and will be the responsibility of such Participant and not of
DTC, the Trust, Citizens Capital or Citizens, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
distributions to DTC is the responsibility of the Trust, disbursement of such
payments to Direct Participants is the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners is the responsibility
of Direct and Indirect Participants.

Except as provided herein, a Beneficial Owner in a global Convertible
Preferred Security will not be entitled to receive physical delivery of
Convertible Preferred Securities. Accordingly, each Beneficial Owner must
rely on the procedures of DTC to exercise any rights under the Convertible
Preferred Securities.

Page 52

DTC may discontinue providing its services as securities depositary with
respect to the Convertible Preferred Securities at any time by giving
reasonable notice to the Trust. Under such circumstances, in the event that
a successor securities depositary is not obtained, certificates representing
the Convertible Preferred Securities will be printed and delivered. If an
Indenture Event of Default occurs or if the Regular Trustees decide to
discontinue use of the system of book-entry transfers through DTC (or a
successor depositary), certificates representing the Convertible Preferred
Securities will be printed and delivered.

The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that Citizens and the Trust believe to be
reliable, but neither Citizens nor the Trust takes responsibility for the
accuracy thereof.

Information Concerning the Property Trustee

The Property Trustee, prior to the occurrence of a default with respect to
the Trust Securities, undertakes to perform only such duties as are
specifically set forth in the Declaration and, after default, shall exercise
the same degree of care as a prudent individual would exercise in the conduct
of his or her own affairs. Subject to such provisions, the Property Trustee
is under no obligation to exercise any of the powers vested in it by the
Declaration at the request of any holder of Convertible Preferred Securities,
unless offered reasonable indemnity by such holder against the costs,
expenses and liabilities which might be incurred thereby. The holders of
Convertible Preferred Securities will not be required to offer such indemnity
in the event such holders direct the Property Trustee to take any action
following a Declaration Event of Default.

Transfer Agent, Paying Agent, Registrar and Conversion Agent

Chemical Bank will act as Paying Agent, Registrar, Transfer Agent and
Conversion Agent for the Convertible Preferred Securities.

Registration of transfers of Convertible Preferred Securities will be
effected without charge by or on behalf of the Trust, but upon payment (with
the giving of such indemnity as the Trust may require) in respect of any tax
or other government charges which may be imposed in relation to it.

PARTNERSHIP PREFERRED SECURITIES

The following summary of the principal terms and provisions of the
Partnership Preferred Securities does not purport to be complete and is
subject to, and qualified in its entirety by reference to, the Limited
Partnership Agreement, a copy of the form of which is filed as an exhibit to
the Registration Statement of which this Prospectus is a part.

Under certain circumstances involving the dissolution and liquidation of
the Trust following the occurrence of a Trust Event, Partnership Preferred
Securities may be distributed to the holders of the Convertible Preferred
Securities. See discussion below and in "Convertible

Page 53

Preferred Securities - Special Events Redemption and Distribution."

General

The General Partnership Security, which constitutes all of the partnership
interests in Citizens Capital other than the Partnership Preferred Securities
owned by the Trust (and any interests of any Special Representative), will
be owned directly or indirectly by Citizens at all times while the
Convertible Preferred Securities are outstanding. The Limited Partnership
Agreement authorizes and creates the Partnership Preferred Securities in
Citizens Capital. The Partnership Preferred Securities will have a
preference with respect to quarterly distributions and amounts payable on
liquidation and redemption over the General Partnership Security. The
Partnership Preferred Securities do not have a par value. The Limited
Partnership Agreement does not permit the issuance of other partnership
interests without the prior approval of the holders of not less than 66 2/3%
of the aggregate liquidation preference of the Partnership Preferred
Securities then outstanding.

For United States federal income tax purposes, Partnership Preferred
Securities holders will recognize interest income as it accrues. So long as
interest payments are not deferred, the distributions will approximately
equal the accruals of such quarterly interest. Income received by Citizens
Capital and distributions by the Partnership are not eligible for the
corporate dividends-received deduction for United States federal income tax
purposes.

Holders of Partnership Preferred Securities will not have the right to
remove or replace the General Partner. Holders of Partnership Preferred
Securities will have no preemptive rights.

Distributions

The rights of holders of the Partnership Preferred Securities to receive
cumulative distributions from Citizens Capital are essentially similar to
those of the holders of the Convertible Preferred Securities. See
"Convertible Preferred Securities - Distributions." However, the Partnership
may only make distributions to the extent that there is (i) Common Stock
and/or cash on hand, and (ii) such funds are "legally available" (as defined
under applicable Delaware law) therefor.

Conversion Rights

The Partnership Preferred Securities will be convertible at the option of
the holders thereof and in a manner essentially similar to that of the
Convertible Preferred Securities. See "Convertible Preferred Securities -
Conversion Rights."

Page 54

Special Events Redemption and Distribution

The Partnership Securities are subject to redemption and distribution upon
the occurrence of certain Special Events and the Rating Agency Event. See
"Convertible Preferred Securities - Special Events Redemption and
Distribution" and "Convertible Debentures - Special Events Redemption and
Distribution."

After the date for any distribution of Convertible Debentures upon
dissolution and liquidation of Citizens Capital, (i) the Partnership
Preferred Securities will no longer be deemed to be outstanding, (ii) the
record holder of the Partnership Preferred Securities will receive a
certificate or certificates representing the Convertible Debentures to be
delivered upon such distribution, and (iii) any certificates representing
Partnership Preferred Securities will be deemed to represent Convertible
Debentures having an aggregate principal amount equal to the aggregate stated
liquidation amount of, with an interest rate identical to the distribution
rate of, and accrued or deferred and unpaid interest equal to accrued or
deferred and unpaid distributions on such Partnership Preferred Securities
until such certificates are presented to Citizens Capital or its agent for
transfer or reissuance.

Optional Redemption

Partnership Preferred Securities are subject to optional redemption in
essentially the same manner as the Convertible Preferred Securities. See
"Convertible Preferred Securities - Optional Redemption."

Redemption on Maturity or Upon Acceleration

Partnership Preferred Securities shall be subject to redemption upon the
repayment at maturity or upon acceleration upon default of the Convertible
Debentures in essentially the same manner as the Convertible Preferred
Securities. See "Convertible Preferred Securities -Redemption on Maturity
or Upon Acceleration."

Redemption Procedures; Generally

If Partnership Preferred Securities are called for redemption, the
conversion right will terminate five (5) Business Days prior to the
redemption date. The redemption procedures for Partnership Preferred
Securities are similar to those of the Convertible Preferred Securities. See
"Convertible Preferred Securities - Redemption Procedures; Generally." Upon
the completion of such procedures, all rights of holders of such Partnership
Preferred Securities so called for redemption will cease, except the right
of the holders to receive the Redemption Price, but without interest on such
Redemption Price.

Subject to the foregoing and applicable law (including, without limitation,
United States federal securities laws), Citizens or its subsidiaries may at
any time, and from time to time, purchase outstanding Partnership Preferred
Securities by tender, in the open market or by private

Page 55

agreement.

Liquidation Rights

In the event of any voluntary or involuntary liquidation, dissolution or
winding-up or termination of Citizens Capital, the holders of Partnership
Preferred Securities at the time outstanding will have liquidation rights
essentially similar to those of the holders of the Convertible Preferred
Securities. See "Convertible Preferred Securities - Liquidation Rights."

Pursuant to the Limited Partnership Agreement, Citizens Capital shall be
dissolved and its affairs shall be wound up upon the earliest to occur of (i)
the expiration of the term of Citizens Capital, (ii) any bankruptcy,
insolvency, expulsion or dissolution of the General Partner, (iii) upon the
entry of a decree of a judicial dissolution or (iv) upon the written consent
of all partners of Citizens Capital.

Merger, Consolidation or Sale of Assets of Citizens Capital

Citizens Capital may not consolidate, merge with or into, or be replaced
by, or convey, transfer or lease its properties and assets substantially as
an entirety to any entity, except as described below. Citizens Capital may,
in order to avoid 1940 Act consequences adverse to Citizens or Citizens
Capital or to the holders of the Partnership Preferred Securities, and in
other limited situations, without the consent of the holders of the
Partnership Preferred Securities, consolidate, merge with or into, or be
replaced by a limited partnership or trust organized as such under the laws
of any state of the United States of America, subject to conditions set forth
in the Limited Partnership Agreement.

Limited Partnership Agreement Event of Default

An Indenture Event of Default constitutes an event of default under the
Limited Partnership Agreement with respect to the Partnership Preferred
Securities (a "Partnership Event of Default").

Upon the occurrence of a Partnership Event of Default, the Special
Representative of Citizens Capital, as the sole holder of the Convertible
Debentures, will have the right under the Indenture to declare the principal
of and interest on the Convertible Debentures to be immediately due and
payable.

Voting Rights

Except as provided below and under "Guarantees - Amendments and
Assignment,"
"Convertible Debentures - Modification of the Indenture" and as otherwise
required by law and provided by the Limited Partnership Agreement, the
holders of the Partnership Preferred Securities will have no voting rights.

Page 56

If (i) an Indenture Event of Default occurs and is continuing with respect
to the Convertible Debentures; or (ii) Citizens is in default under any of
its payment obligations under the Guarantees (as described under
"Guarantees"), then the holders of a majority in aggregate liquidation
preference of the Partnership Preferred Securities will be entitled to
appoint a special representative (a "Special Representative") to enforce
Citizens Capital's rights under the Convertible Debentures, enforce the
rights of the holders of Partnership Preferred Securities under the
Partnership Guarantee and enforce the payments of distributions on the
Partnership Preferred Securities. In such event, the General Partner or
(after the passing of a specified period of time) the holders of 10% of the
aggregate liquidation preference of the Partnership Preferred Securities will
be entitled to convene a meeting. Any Special Representative so appointed
shall vacate office immediately if Citizens Capital (or Citizens pursuant to
the Guarantees) shall have paid in full all accrued or deferred and unpaid
distributions on the Partnership Preferred Securities or such Indenture Event
of Default or default, as the case may be, shall have been cured.
Notwithstanding the appointment of any such Special Representative, Citizens
will retain all rights as obligor under the Convertible Debentures, including
the right to defer interest payments as provided under "Convertible
Debentures - Option to Defer Interest Payments," and any such deferral will
not constitute a default under the Indenture or enable a holder of
Partnership Preferred Securities to require the payment of a distribution.

In the event that any quarterly distribution payment is deferred for more
than 6 consecutive quarters, holders of a majority in aggregate liquidation
preference of the Partnership Preferred Securities will have the right to
elect a Special Representative who will have limited rights to act on behalf
of the holders of the Partnership Preferred Securities and, in effect, the
Convertible Preferred Securities. Any Special Representative so appointed
shall have the authority to enforce the rights of holders of Partnership
Preferred Securities under the Convertible Debentures and the Partnership
Guarantee and declare and pay distributions on the Partnership Preferred
Securities.

If any proposed amendment to the Limited Partnership Agreement provides
for, or the General Partner otherwise proposes to effect, (x) any action that
would materially adversely affect the powers, preferences or rights of the
Partnership Preferred Securities, or (y) the dissolution, winding-up or
termination of Citizens Capital (other than as described under "- Merger,
Consolidation or Sale of Assets of Citizens Capital"), then such amendment
or action shall require the approval of the holders of at least 66 2/3% or
more of the aggregate liquidation preference of the Partnership Preferred
Securities; provided, however, that no such approval shall be required if (i)
the dissolution, winding-up or termination of Citizens Capital is proposed
or initiated pursuant to the terms of the Limited Partnership Agreement
relating to dissolution (see "- Liquidation Rights") or (ii) if Partnership
Preferred Securities are distributed to the holders of Convertible Preferred
Securities in exchange for such Convertible Preferred Securities in
liquidation of the Trust.

So long as the Convertible Debentures are held by Citizens Capital, the
General Partner shall not (i) direct the time, method and place of conducting
any proceeding for any remedy available to the Special Representative, or
exercising any trust or power conferred on the Special

Page 57

Representative with respect to the Convertible Debentures, (ii) waive any
past default under the Indenture, (iii) exercise any right to rescind a
declaration that the principal of all the Convertible Debentures shall be due
and payable, (iv) consent to any amendment, modification or termination of
the Convertible Debentures or of the Indenture without, in each case,
obtaining the prior approval of the holders of at least 66 2/3% or more of
the aggregate liquidation preference (or a majority of the aggregate
liquidation preference in the case of waiver of certain past defaults) of
the Partnership Preferred Securities; provided, however, that where a
consent under the Convertible Debentures would require the consent of each
holder affected thereby, no such consent shall be given by the General
Partner without the prior consent of each holder of the Partnership
Preferred Securities. The General Partner shall notify all holders of
Partnership Preferred Securities of any notice of default received from the
Debenture Trustee with respect to the Convertible Debentures.

Any required approval of holders of Partnership Preferred Securities may
be given at a meeting of such holders or pursuant to written consent.

Amendment to the Limited Partnership Agreement

In the event of (i) a liquidation of the Trust for any reason or (ii) any
other distribution which effectively causes Partnership Preferred Securities
to be distributed to holders of Trust Securities, the General Partner may,
without the consent of the Limited Partners, amend the Limited Partnership
Agreement to provide for (i) orderly dissemination, purchase, sale, exchange
and replacement of such Partnership Preferred Securities, (ii) all other
matters to the extent required by or desirable under then applicable law, and
(iii) such other matters reasonably incidental or related thereto; provided,
however, that no such amendment may materially adversely effect the rights,
preferences and value of any class of such Partnership Preferred Securities
without the consent of a majority in interest of the partners so effected.

Transfer Agent, Paying Agent, Registrar and Conversion Agent

While all of the Partnership Securities are held by the Trust, the General
Partner will act as Paying Agent, Registrar, Transfer Agent and Conversion
Agent for the Partnership Preferred Securities.

Registration of transfers of Partnership Preferred Securities will be
effected without charge by or on behalf of Citizens Capital, but upon payment
(with the giving of such indemnity as Citizens Capital may require) in
respect of any tax or other government charges which may be imposed in
relation to it.

Page 58

GUARANTEES

The following is a description of the principal terms and provisions of the
Convertible Preferred Securities Guarantee and the Convertible Common
Securities Guarantee (collectively the "Trust Guarantees"), which will be
executed and delivered by Citizens for the benefit of the holders from time
to time of the Trust Securities, and the Partnership Guarantee (together
with the Trust Guarantees, the "Guarantees"), which will be executed and
delivered by Citizens for the benefit of the holders from time to time of
the Partnership Preferred Securities. The following description is qualified
in its entirety by reference to such agreements, copies of the forms of
which are filed as exhibits to the Registration Statement of which this
Prospectus is a part.

General

Each of the Partnership Guarantee and the Convertible Preferred Securities
Guarantee will be qualified as an indenture under the Trust Indenture Act.
Chemical Bank will act as indenture trustee under each such Guarantee (the
"Guarantee Trustee"). The terms of each such Guarantee will be those set
forth in such Guarantee and those made part of such Guarantee by the Trust
Indenture Act.

Pursuant to the Convertible Preferred Securities Guarantee, Citizens will
irrevocably and unconditionally agree, on a subordinated basis and to the
extent set forth therein, to pay in full to the holders of the Convertible
Preferred Securities, the Guarantee Payments (as defined below) as and when
due. The following payments, to the extent not paid by the Trust, are the
"Guarantee Payments": (a) any accrued or deferred and unpaid distributions
that are required to be paid on the Convertible Preferred Securities from
cash and/or Common Stock available therefor; (b) the Redemption Price payable
with respect to Convertible Preferred Securities called for redemption by the
Trust out of cash and/or Common Stock available therefor; and (c) upon a
voluntary or involuntary dissolution, winding-up or termination of the Trust
(other than in connection with the distribution of Partnership Preferred
Securities or Convertible Debentures to the holders of Convertible Preferred
Securities or the redemption of all of the Convertible Preferred Securities)
the lesser of (i) the Liquidation Distribution, to the extent that the Trust
has cash and/or Common Stock available therefor and (ii) the amount of assets
of the Trust available for distribution to holders of Convertible Preferred
Securities in liquidation of the Trust.

Pursuant to the Partnership Guarantee, Citizens will irrevocably and
unconditionally agree, on a subordinated basis and to the extent set forth
therein, to pay in full to the holders of the Partnership Preferred
Securities, the Partnership Guarantee Payments (as defined below) as and when
due. The following payments, to the extent not paid by Citizens Capital, are
the "Partnership Guarantee Payments": (a) any accrued or deferred and unpaid
distributions that are required to be paid on the Partnership Preferred
Securities from cash and/or Common Stock legally available therefor; (b) the
Redemption Price payable with respect to Partnership Preferred Securities
called for redemption by Citizens Capital out of cash and/or Common Stock
legally available therefor; and (c), upon a voluntary or involuntary
dissolution, winding-up or termination of Citizens Capital (other than in
connection with the distribution of Convertible Debentures to the holders of
Partnership Preferred Securities or the redemption of all of the Partnership
Preferred Securities), the lesser of (i) the Partnership Liquidation
Distribution, to the extent that Citizens Capital has cash and/or Common
Stock legally

Page 59

available therefor and (ii) the amount of assets of Citizens
Capital available for distribution to holders of Partnership Preferred
Securities in liquidation of Citizens Capital.

Citizens has also agreed in the Convertible Common Securities Guarantee to
irrevocably and unconditionally guarantee the obligations of the Trust with
respect to the Convertible Common Securities to the same extent as the
Convertible Preferred Securities Guarantee, except that, upon an Indenture
Event of Default, holders of Convertible Preferred Securities shall have
priority over holders of Convertible Common Securities under the Convertible
Common Securities Guarantee with respect to distributions and payments on
liquidation, redemption or otherwise.

Each Trust Guarantee will be a full and unconditional guarantee with
respect to the Trust Securities issued by the Trust but will not apply to any
payment of distributions except to the extent the Trust shall have cash
and/or Common Stock available therefor. The Partnership Guarantee will be
a full and unconditional guarantee with respect to the Partnership Preferred
Securities issued by Citizens Capital from the time of issuance of such
Partnership Preferred Securities but will not apply to any payment of
distributions except to the extent Citizens Capital shall have cash and/or
Common Stock legally available therefor. If Citizens fails to make interest
payments on the Convertible Debentures purchased by Citizens Capital,
Citizens Capital will have insufficient funds to pay distributions on the
Partnership Preferred Securities and the Trust will have insufficient funds
to pay distributions on the Convertible Preferred Securities. The Guarantees
do not cover payments of distributions when the Trust or Citizens Capital do
not have sufficient cash and/or Common Stock to pay such distributions.

Holders of the Trust Securities and Partnership Preferred Securities may
proceed to enforce such obligations directly against Citizens as guarantor,
rather than having to proceed first against the Trust or Citizens Capital.
Such obligations will not be discharged except by payment of the Guarantee
Payments or Partnership Guarantee Payments, as the case may be, in full.

Certain Covenants of Citizens

In the Partnership Guarantee Citizens will covenant and agree that, so long
as any Partnership Preferred Securities are outstanding, and in the
Convertible Preferred Securities Guarantee Citizens will covenant and agree
that, so long as any Convertible Preferred Securities are outstanding, if
Citizens exercises its right to defer interest payments on the Convertible
Debentures or there shall have occurred any event that would constitute an
event of default under either such Guarantee, the Limited Partnership
Agreement or the Declaration, then (a) Citizens will not declare or pay any
dividend or distribution (other than in shares of its capital stock) on any
of Citizens's capital stock, (b) neither Citizens nor any of its subsidiaries
will redeem,

Page 60

purchase, acquire for value or make a liquidation payment to any holder of,
or with respect to, any of its capital stock or Other Subordinated
Indebtedness (with certain exceptions, see "Convertible Debentures - Certain
Covenants of Citizens"), (c) Citizens will not make any payment of principal,
premium or interest (unless payable in shares of capital stock) on Other
Subordinated Indebtedness, and (d) neither Citizens nor any of its
subsidiaries will make any guarantee of payments which would be prohibited or
limited by the foregoing (other than payments under the Guarantees, payments
of dividends by a subsidiary, or guarantees of dividends or payments payable
to Citizens).

As a part of the Guarantees, Citizens will agree that it will honor all
obligations described therein relating to the conversion of the Convertible
Preferred Securities and Partnership Preferred Securities into or for Common
Stock Series A, as described in "Convertible Preferred Securities -
Conversion Rights."

Subordination

Each Guarantee will constitute an unsecured obligation of Citizens and will
rank subordinate and subject in right of payment to the prior payment in full
in cash of all Senior Indebtedness of Citizens and will be subject to other
subordination provisions substantially identical to those relating to the
Convertible Debentures. See "Convertible Debentures - Subordination." The
terms of the Convertible Preferred Securities and the Partnership Preferred
Securities provide that each holder of Convertible Preferred Securities and
Partnership Preferred Securities by acceptance thereof agrees to the
subordination provisions and other terms of the applicable Guarantee. On the
bankruptcy, liquidation or winding-up of Citizens, its obligations under the
Guarantees will rank junior to all Senior Indebtedness and, therefore, funds
may not be available for payment under the Guarantees. As of June 30, 1995,
Senior Indebtedness included (i) obligations in the amount of $1,235,844,000
of the nature described in clauses (a) and (b) of the definition of
Senior Indebtedness, plus (ii) other obligations of Citizens of the nature
described in clauses (c) through (h) of the definition of Senior
Indebtedness. See "Convertible Debentures - Subordination."

Amendments and Assignment

Except with respect to any changes that do not adversely affect the rights
of holders of the securities guaranteed therein, the terms of each Guarantee
may be amended only with the prior approval of the holders of not less than
66 2/3% of the aggregate liquidation preference of the Convertible Preferred
Securities or Partnership Preferred Securities, as the case may be, then
outstanding. The manner of obtaining any such approval of holders of the
Convertible Preferred Securities and the Partnership Preferred Securities
will be as set forth in "Convertible Preferred Securities - Voting Rights"
and "Partnership Preferred Securities - Voting Rights." All provisions
contained in the Guarantees will bind the successors, assigns, receivers,
trustees and representatives of Citizens and will inure to the benefit of the
holders of the Convertible Preferred Securities or Partnership Preferred
Securities, as the case may be.

Page 61

Termination

Citizens' obligation to make Guarantee Payments under the Convertible
Preferred Securities Guarantee will terminate as to each holder of
Convertible Preferred Securities and be of no further force and effect upon
(a) full payment of the Redemption Price of such holder's Convertible
Preferred Securities, (b) full payment of the amounts payable to such holder
upon liquidation of the Trust, (c) the distribution of Common Stock Series
A to such holder in respect of the conversion of all of such holder's
Convertible Preferred Securities into Common Stock Series A or (d)
distribution of the Partnership Preferred Securities or Convertible
Debentures to such holder in respect of the exchange for all of such
holder's Convertible Preferred Securities.

Citizens' obligation to make Partnership Guarantee Payments under the
Partnership Guarantee will terminate as to each holder of Partnership
Preferred Securities and be of no further force and effect upon (a) full
payment of the Partnership Redemption Price of such holder's Partnership
Preferred Securities, (b) full payment of the amounts payable to such holder
upon liquidation of Citizens Capital, (c) the distribution of Common Stock
Series A to such holder in respect of the conversion of all of such holder's
Partnership Preferred Securities into Common Stock Series A or (d)
distribution of the Convertible Debentures to such holder in respect of the
exchange for all of such holder's Partnership Preferred Securities.

Events of Default

An Event of Default under the Guarantees will occur upon the failure of
Citizens to perform any of its payment or other obligations thereunder. The
holders of a majority in aggregate liquidation amount of the Convertible
Preferred Securities and the holders of a majority in aggregate liquidation
amount of the Partnership Preferred Securities to which a Guarantee relates
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Guarantee Trustee in respect of
the respective Guarantee or to direct the exercise of any trust or power
conferred upon the Guarantee Trustee under the Guarantee.

If the Guarantee Trustee fails to enforce such Guarantee, any holder of
Convertible Preferred Securities or Partnership Preferred Securities relating
to such Guarantee may, after a period of 30 days has elapsed from such
holder's written request to the Guarantee Trustee to enforce the Guarantee,
institute a legal proceeding directly against Citizens to enforce the
Guarantees Trustee's rights under such Guarantee, without first instituting
a legal proceeding against the Trust, Citizens Capital, the Guarantee Trustee
or any other person.

Citizens will be required to provide annually to the Guarantee Trustee an
officer's certificate as to the full compliance by Citizens with its
obligations under each of the Guarantees and as to any default in such
obligation.

Page 62

CONVERTIBLE DEBENTURES

The following summary of principal terms and provisions of the Convertible
Debentures in which Citizens Capital will invest the proceeds of the issuance
and sale of the Trust Securities does not purport to be complete and is
qualified in its entirety by reference to the Indenture (the "Base
Indenture") between Citizens and Chemical Bank, as trustee (the "Debenture
Trustee"), supplemented by a First Supplemental Indenture (the Base
Indenture, as so supplemented, is hereinafter referred to as the "Indenture")
forms of which have been filed as exhibits to the Registration Statement of
which this Prospectus is a part.

Under certain circumstances involving the liquidation of the Trust
following the occurrence of a Trust Event and a Partnership Event,
Convertible Debentures may be distributed to the holders of the Trust
Securities. See discussion below and in "Convertible Preferred Securities -
Special Events Redemption and Distribution."

General

The Convertible Debentures will be limited in aggregate principal amount
to $185,993,000, such amount being the sum of (i) the aggregate
amount of the proceeds from the offering of the Convertible Preferred
Securities and the issuance and sale of the Convertible Common Securities and
(ii) the capital contributed to Citizens Capital by the General Partner (the
"General Partner Payment"), less 1% of such sum, which amount may be
increased to up to $213,895,000 upon the exercise of the Underwriters' over-
allotment option.

The entire principal amount of the Convertible Debentures will become due
and payable, together with any accrued or deferred and unpaid interest
thereon on ___________, 2035. The Convertible Debentures are not entitled
to the benefit of any sinking fund.

The Convertible Debentures will be issued only in fully registered form,
without coupons, in denominations of $50 and any integral multiple thereof.
No service charge will be made for any registration of transfer or exchange
of Convertible Debentures, but Citizens may require payment of a sum
sufficient from the holders to cover any tax or other governmental charge
payable in connection therewith.

Optional Redemption

Citizens will have the right to redeem the Convertible Debentures, at its
option, in whole or in part, at any time on or after _________, 199_, at 100%
of the principal amount being redeemed, together with all accrued or deferred
and unpaid interest on the portion being redeemed to the redemption date,
plus Additional Interest, if any. Citizens may also redeem the Convertible
Debentures as described in the following paragraph.

Page 63

Special Events Redemption and Distribution

As described elsewhere herein, the Convertible Debentures may be redeemed
or distributed to holders upon the occurrence of certain Special Events or
a Rating Agency Event. For a fuller discussion of this feature, see
"Convertible Preferred Securities - Special Events Redemption and
Distribution." However, if at the time there is available to Citizens, the
Partnership or the Trust the opportunity to eliminate the adverse effect of
the Special Event on the Trust, Citizens or the Partnership by taking some
ministerial action, such as filing a form or making an election or pursuing
some other similar reasonable measure, where the taking of such action does
not involve a material cost, neither Citizens (subject to its right to redeem
at any time after ___________, 199_), the Partnership nor the Trust may redeem
without first having pursued such ministerial action.

Interest

The Convertible Debentures will bear interest at the Rate. As described
elsewhere herein, interest may be payable in cash or securities. For a
fuller discussion of interest, see the descriptions under "Prospectus
Summary" and "Convertible Preferred Securities."

Option to Defer Interest Payments

As described in greater detail elsewhere herein, so long as no Indenture
Event of Default has occurred or is continuing, Citizens has the right to,
and may, defer the payment of each quarterly interest payment to a date
subsequent to the regular Interest Payment Date. Upon any such deferrals,
interest will compound on each scheduled Interest Payment Date and accrued
until paid at the Rate on any unpaid interest so deferred until the amount
of such deferred interest (including compounded interest thereon) is paid in
full. See "Convertible Preferred Securities - Distributions" for a complete
discussion of the terms and conditions governing such deferrals.

Additional Interest

Citizens is required to pay either (i) directly to such taxing authority,
the Trust or the Partnership, as the case may be or (ii) to the Trust or
Partnership, as the case may be, as Additional Interest on the Convertible
Debentures, any taxes, duties, assessments or governmental charges of
whatever nature (other than withholding taxes) imposed by the United States
or any other domestic taxing authority upon either the Trust or Citizens
Capital. Citizens shall be required to pay Additional Interest in an amount
so that the net amounts received and retained by the Trust or Citizens
Capital, as the case may be, after all such taxes, duties, assessments or
governmental charges have been paid will not be less than the amount such
entities would have received and retained had no such taxes, duties,
assessments or governmental charges been imposed. If such taxes or duties
are paid as Additional Interest to the Trust or the Partnership, then the
Trust or the Partnership, as the case may be, is required to pay such amounts
over to such taxing authority in satisfaction of such charges or assessments.

Page 64

Subordination

The Indenture provides that the Convertible Debentures are subordinate and
subject in right of payment to the prior payment in full in cash of all
Senior Indebtedness (as defined below) of Citizens.

Upon any payment or distribution of assets of the Company to creditors upon
any liquidation, dissolution, winding up, reorganization, assignment for the
benefit of creditors, marshalling of assets or liabilities or any bankruptcy,
insolvency or similar proceedings of the Company, the holders of Senior
Indebtedness will be entitled to receive payment in full in cash of all
amounts due on or to become due on or in respect of all Senior Indebtedness,
before the holders of the Convertible Debentures are entitled to receive any
payment (including any payment to holders of the Convertible Debentures made
in respect of any other debt subordinated to the Convertible Debentures) on
account of the principal of or interest on the Convertible Debentures or on
account of any purchase, redemption or other acquisition of the Convertible
Debentures by the Company.

The Company may not make any payments on the account of the Convertible
Debentures or on account of the purchase or redemption or other acquisition
of the Convertible Debentures (except, so long as the Partnership exists, in
shares of capital stock), if there has occurred and is continuing a default
in the payment of the principal of (or premium, if any) or interest on any
Senior Indebtedness (a "Senior Payment Default"). In addition, if any
default (other than a Senior Payment Default), or any event which after
notice or lapse of time (or both) would become a default, with respect to
certain Senior Indebtedness, permitting (after notice or lapse of time or
both) the holders thereof to accelerate the maturity thereof, has occurred
and is continuing (a "Senior Nonmonetary Default"), and the Company and the
Debenture Trustee have received written notice thereof from the holder of
such certain Senior Indebtedness, then the Company may not make any payments
with respect to the Convertible Debentures (except, so long as the
Partnership exists, payments in shares of capital stock), for a period (a
"blockage period") commencing on the date the Company and the Debenture
Trustee receive such written notice and ending on the earlier of (i) 179 days
after such date or (ii) the date, if any, on which the related Senior
Indebtedness is discharged or such default is waived in writing or otherwise
ceases to exist and any acceleration of Senior Indebtedness to which such
Senior Nonmonetary Default relates is rescinded.

In any event, not more than one blockage period may be commenced during any
period of 360 consecutive days, and there must be a period of at least 181
consecutive days in each period of 360 consecutive days when no blockage
period is in effect.

By reason of such subordination, in the event of any proceeding of the type
described above involving Citizens, creditors of Citizens who are holders of
Senior Indebtedness and general unsecured creditors of Citizens may recover
more, ratably, than the holder or holders of the Convertible Debentures.

The term "Senior Indebtedness" is defined to mean the principal of,
premium, if any, interest on, and any other payment due pursuant to any of
the following, whether incurred (as defined in the Indenture) on or prior to
the date of execution of the Indenture or thereafter incurred:

(a) all obligations of Citizens for money borrowed;

(b) all obligations of Citizens evidenced by notes, debentures,
bonds or other similar instruments, including obligations
incurred in connection with the acquisition of

Page 65

property, assets or businesses;

(d) all reimbursement obligations of Citizens with respect to
letters of credit, bankers' acceptances or similar
facilities issued for the account of Citizens;

(e) all obligations of Citizens issued or assumed as the
deferred purchase price of property or services, (but
excluding trade accounts payable and accrued liabilities
arising in the ordinary course of business);

(f) all payment obligations of Citizens under interest rate swap
or similar agreements or foreign currency hedge, exchange or
similar agreements at the time of determination, including
any such obligations incurred by Citizens solely to act as a
hedge against increases in interest rates that may occur
under the terms of other outstanding variable or floating
rate indebtedness of Citizens;

(g) all obligations under lease transactions pursuant to which
Citizens or any of its subsidiaries are treated as the owner
of the subject property for federal income tax purposes;

(h) all obligations of the type referred to in clauses (a)
through (g) above of another person and all dividends of
another person, the payment of which, in either case,
Citizens has assumed or guaranteed, or for which Citizens is
responsible or liable, directly or indirectly, jointly or
severally, as obligor, guarantor or otherwise; and

(i) all amendments, modifications, renewals, extensions,
refinancings, replacements and refundings by Citizens of any
such indebtedness referred to in clauses (a) through (h)
above (and of any such amended, modified, renewed, extended,
refinanced, refunded or replaced indebtedness);

provided, however, that the following shall not constitute Senior
Indebtedness; (a) any trade accounts payable or accrued liabilities arising
in the ordinary course of business, (b) any indebtedness owed to a person
when such person is a subsidiary of Citizens, or (c) any indebtedness which
by the terms of the instrument creating or evidencing the same expressly

Page 66

provides that it is not superior in right of payment to the Convertible
Debentures.

As of June 30, 1995, Senior Indebtedness included (i) obligations in the
amount of $1,235,844,000 of the nature described in clauses (a) and (b) of
the above definition of Senior Indebtedness, plus (ii) other obligations
of Citizens of the nautre described in clauses (c) through (h) of the above
definition of Senior Indebtedness. See Convertible Debentures -
Subordination." The Indenture does not limit Citizens' ability to incur
Senior Indebtedness.

Certain Covenants of Citizens

Citizens will also covenant in the Indenture that (i) it will not declare
or pay any dividend or distribution (other than in shares of capital stock)
on any of the Company's capital stock, (ii) that neither it nor any of its
subsidiaries will redeem, purchase, acquire for value or make a liquidation
payment to any holder of, or with respect to, any of its capital stock or any
of its indebtedness for borrowed money which by its terms ranks junior in
subordination to the Convertible Debentures ("Other Subordinated
Indebtedness") (other than (x) as an issuance of capital stock upon
conversion of a convertible security or in payment of interest, premium or
principal or in payment in redemption, purchase or other acquisition or
liquidation of capital stock or Other Subordinated Indebtedness, (y) as a
result of reclassification of such capital stock or the exchange or
conversion of one class or series of capital stock for another class or
series of capital stock, or (z) in connection with the right of the Company
to purchase or reacquire shares of Common Stock under the First Supplemental
Indenture, the Declaration or the Limited Partnership Agreement), (iii) that
Citizens will not pay principal, interest or premium on Other Subordinated
Indebtedness (unless payable in shares of capital stock) and (iv) that
neither Citizens nor any of its subsidiaries will or make any guarantee of
payments which would be prohibited or limited by the foregoing (other than
payments under the Guarantees, payments of dividends by a subsidiary, or
guarantees of dividends or payments payable to Citizens), if at such time
(a) there shall have occurred any event that, with the giving of notice or
the lapse of time or both would constitute an Indenture Event of Default, (b)
Citizens shall be in default with respect to its payment or other obligations
under the Guarantees or (c) Citizens shall have deferred the payment of
interest and such deferral of interest payments or any extension thereof
shall be continuing. The term "Other Subordinated Indebtedness" shall only
include any indebtedness which is outstanding under an instrument which
expressly permits the deferral of payment or extension of the time for
payment of interest, premium or principal, or any installment thereof.

The Company also will covenant (i) to remain the General Partner of the
Partnership; provided that any permitted successor of the Company under the
Limited Partnership Agreement may succeed to the Company's duties as General
Partner, (ii) to cause at least 3% of the total value of the Partnership and
at least 3% of all interests in the capital, income, gain, loss, deduction
and credit of the Partnership to be held by the Company, as a General Partner
of the Partnership, (iii) not to voluntarily dissolve, wind-up or liquidate
the Partnership, (iv) to perform timely all of its duties as General Partner
(including the duty to declare and pay distributions on the Partnership
Preferred Securities), (v) to maintain direct ownership of all partnership
interests

Page 67

of the Partnership other than the Partnership Preferred Securities, except
as may be permitted by the Limited Partnership Agreement, (vi) to use its
reasonable efforts to cause the Partnership to remain a limited partnership and
otherwise to continue to be treated as a partnership for United States
federal income tax purposes; (vii) to issue Common Stock Series A upon an
election by holders to convert the Convertible Debentures; and (viii) to own
Convertible Common Securities equal to at least 3% of the total undivided
beneficial interests in the assets of the Trust.

The Company will also covenant that, so long as any Convertible Debentures
are held by the Partnership, the General Partner shall not (i) exercise its
option to select the form of payment of interest in violation of instructions
of the Special Representative, (ii) direct the time, method and place of
conducting any proceeding for any remedy available to the Special
Representative, or exercising any trust or power conferred on the Special
Representative with respect to the Convertible Debentures, (iii) waive any
past default which is waivable under the Indenture, (iv) exercise any right
to rescind or annul a declaration that the principal of all the Convertible
Debentures shall be due and payable or (v) consent to any amendment,
modification or termination of the Convertible Debentures or of the Indenture
without, in each case, obtaining the prior approval of the Property Trustee
after having received the prior consent of the holders of at least 66 2/3% or
more of the aggregate liquidation preference (or a majortiy of the aggregate
liquidation preference in the case of waiver of certain past defaults) of the
Convertible Preferred Securities then outstanding, provided, however, that
where a consent under the Convertible Debentures would require the consent
of each holder affected thereby, no such consent shall be given by the
General Partner without the prior consent of such Property Trustee, who has
received prior consent from each holder of the Convertible Preferred
Securities. The General Partner shall not revoke any action previously
authorized or approved by a vote of the Property Trustee after having
received the prior consent of the holders of the Convertible Preferred
Securities, without the approval of the holders of Convertible Preferred
Securities representing 66 2/3% or more (or 100% where the consent of each
holder affected thereby is required) of the aggregate liquidation preference
of the Convertible Preferred Securities.

The Company will further covenant that in the event of a merger,
consolidation or transfer of assets of the Company with or to another
corporation or entity, in which the Company is not the surviving corporation,
the surviving entity shall assume the obligations of the Company for the
Debentures under the Indenture by execution of a supplemental indenture.

Conversion of the Convertible Debentures

The Convertible Debentures will be convertible into Common Stock Series A
at the option of the holders of the Convertible Debentures, in whole or in
part, until and including five (5) Business Days prior to __________, 2035,
at a conversion price of $________ per share of Common Stock Series A for
each Convertible Debenture, subject to the conversion price adjustments
described under "Convertible Preferred Securities - Conversion Rights." If
Convertible Debentures are called for redemption, the conversion right will
terminate five (5) Business Days prior to the redemption date.

Page 68

In order to exercise the conversion privilege, the holder of any
Convertible Debenture to be converted shall surrender such Debenture to the
Conversion Agent with a written Notice of Conversion. Upon a delivery of the
Convertible Preferred Securities and Notice of Conversion to the Conversion
Agent, the Conversion Agent will convert such Convertible Debentures to
Common Stock Series A on behalf of such holder.

Citizens' delivery to the holders of the Convertible Debentures (through
the Conversion Agent) of the fixed number of shares of Common Stock Series
A into which the Convertible Debentures are convertible (together with the
cash payment, if any, in lieu of fractional shares) will be deemed to satisfy
Citizens' obligation to pay the principal amount of the Convertible
Debentures and any accrued and unpaid interest attributable to the period
from the last date to which interest has been paid or duly provided for.
See "Convertible Preferred Securities - Conversion Rights."

Indenture Events of Default

If one or more of the following events (each an "Indenture Event of
Default") shall occur and be continuing:

(a) failure to pay any principal of the Convertible Debentures when due,
and such failure continues for a period of 15 days;

(b) failure to pay any interest, other than Additional Interest (if any),
on the Convertible Debentures when due and such failure continues for a
period of 60 days; provided that a valid deferral of an interest payment by
Citizens shall not constitute a default;

(c) failure by Citizens to deliver shares of Common Stock Series A upon an
election to convert Convertible Debentures for Common Stock Series A, and
such failure continues for a period of five days;

(d) failure by Citizens to perform in any material respect any other
covenant in the Indenture for the benefit of the holders of Convertible
Debentures continued for a period of 90 days after written notice to Citizens
from the Debenture Trustee or the holders of a majority in principal or
liquidation amount of Convertible Debentures, Partnership Preferred
Securities or Convertible Preferred Securities;

(e) the dissolution, winding-up, liquidation or termination of Citizens
Capital (except as a result of a Special Event or Rating Agency Event, as
permitted the Limited Partnership Agreement);

(f) the dissolution, winding-up, liquidation or termination of the Trust
(except as a result of a Special Event or Rating Agency Event, as permitted
in the Declaration); or

Page 69

(g) certain events of bankruptcy, insolvency or liquidation of Citizens,
Citizens Capital or the Trust; then either the Debenture Trustee or the
holders of a majority in aggregate principal amount of the Convertible
Debentures then outstanding will have the right to declare the principal of
and the interest on the Convertible Debentures and any other amount payable
under the Convertible Debentures to be forthwith due and payable and to
enforce the holders' other rights as creditors with respect to the
Convertible Debentures; provided, however, that if upon an Indenture Event of
Default, the Debenture Trustee or the holders of a majority in aggregate
principal amount of the Convertible Debentures then outstanding fail to
declare the payment of all amounts on the Convertible Debentures to be
immediately due and payable, the trustee for the holders of a majority in
aggregate liquidation preference of Convertible Preferred Securities then
outstanding shall have such right; provided further, however, that after such
acceleration, but before a judgment or decree based on acceleration, the
holders of a majority in aggregate principal amount of outstanding
Convertible Debentures, or the holders of the Convertible Preferred
Securities if they accelerated such payment, may, under certain
circumstances, rescind and annul such acceleration if all Indenture Events
of Default, other than the non-payment of accelerated principal, have been
cured or waived as provided in the Indenture. For information as to waiver
of defaults, see "- Modification of the Indenture." Citizens Capital is the
initial holder of the Convertible Debentures. However, while the Convertible
Preferred Securities are outstanding, the General Partner of Citizens Capital
has agreed not to waive an Indenture Event of Default without the consent of
holders of 66 2/3% in aggregate liquidation preference of the Convertible
Preferred Securities then outstanding. Additionally, under the terms of the
Partnership Preferred Securities, the holders of outstanding Partnership
Preferred Securities will have the rights described above under "Partnership
Preferred Securities - Voting Rights," including the right to appoint a
Special Representative, which shall be authorized to exercise the right of
Citizens Capital, as the holder of Convertible Debentures, to accelerate the
principal amount of the Convertible Debentures and accrued interest thereon
and to enforce the other rights of holders of the Convertible Debentures as
creditors under the Convertible Debentures. A default under any other
indebtedness of Citizens would not constitute an Indenture Event of Default
under the Convertible Debentures.

Subject to the provision of the Indenture relating to the duties of the
Debenture Trustee in case an Indenture Event of Default shall occur and be
continuing, the Debenture Trustee will be under no obligation to exercise any
of its rights or powers under the Indenture at the request or direction of
any holders of Convertible Debentures, unless such holders shall have offered
to the Debenture Trustee reasonable indemnity. Subject to such provisions
for the indemnification of the Debenture Trustee, the holders of a majority
in aggregate principal amount of the Convertible Debentures then outstanding
will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee or exercising
any trust or power conferred on the Debenture Trustee.

No holder of any Convertible Debenture will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such holder shall have

Page 70

previously given to the Debenture Trustee written notice of a continuing
Indenture Event of Default and, unless the holders of a majority in
aggregate principal amount of the Convertible Debentures then outstanding
also shall have made written request, and offered reasonable indemnity, to
the Debenture Trustee to institute such proceeding as trustee, and the
Debenture Trustee shall not have received from the holders of 66 2/3%
in aggregate principal amount of the outstanding Convertible Debentures a
direction inconsistent with such request and shall have failed to institute
such proceeding within 90 days.

Citizens will be required to furnish to the Debenture Trustee annually a
statement as to the performance by Citizens of certain of its obligations
under the Indenture and as to any default of such performance.

Modification of the Indenture

The Indenture may be amended by Citizens and the Debenture Trustee with the
consent of the holders of not less than 66 2/3% in aggregate principal amount
of the outstanding Convertible Debentures; provided, that no such
modification or amendment may, without the consent of the holder of each
outstanding Convertible Debenture affected thereby, (a) change the Maturity
of the principal of, or any installment of interest on, any Convertible
Debenture, (b) reduce the principal amount of, or interest on, any
Convertible Debenture, (c) change the premium payable upon redemption of any
Convertible Debenture, (d) impair the right to institute suit for the
enforcement of any payment on or with respect to any Convertible Debenture,
(e) adversely affect the right to convert or exchange Convertible Debentures,
(f) modify the subordination provision in a manner adverse to the holders of
the Convertible Debentures, (g) reduce the above-stated percentage of
outstanding Convertible Debentures necessary to modify or amend the Indenture
or (h) reduce the percentage of aggregate principal amount of outstanding
Convertible Debentures necessary for waiver of compliance with certain
provisions of the Indenture or for waiver of certain defaults; and provided
further, that so long as any of the Convertible Preferred Securities or
Partnership Preferred Securities remain outstanding, no such amendment may
be made that adversely affects the holders of Convertible Preferred
Securities or Partnership Preferred Securities, and no termination of the
Indenture may occur, and no Indenture Event of Default or compliance with any
covenant under the Indenture may be waived by the holders of the Convertible
Debentures, without the prior consent of at least 66 2/3% of the aggregate
liquidation preference (or a majority of the aggregate liquidation preference
in the case of waiver of certain past defaults) of the Convertible Preferred
Securities or Partnership Preferred Securities then outstanding unless and
until the Convertible Debentures and all accrued or deferred and unpaid
interest thereon have been paid in full.

Governing Law

The Indenture and the Convertible Debentures will be governed by, and
construed in accordance with, the laws of the State of New York.

Page 71

Information Concerning the Debenture Trustee

The Indenture contains certain limitations on the right of the Debenture
Trustee should it become a creditor of Citizens, to obtain payment of claims
in certain cases, or to realize for its own account on certain property
received in respect of any such claim as security or otherwise. The
Debenture Trustee will be permitted to engage in certain other transactions;
however, if it acquires any conflicting interest and there is a default under
the Convertible Debentures, it must eliminate such conflict or resign.

Citizens has agreed in the Indenture to indemnify and hold harmless the
Debenture Trustee against any losses or damages it may suffer as Debenture
Trustee.

Chemical Bank, the Debenture Trustee under the Indenture, has from time to
time engaged in transactions with, or performed services for, Citizens in the
ordinary course of business. Chemical is the trustee under an indenture
dated August 15, 1991, as supplemented, pursuant to which $550 million of
principal amount of debentures are outstanding thereunder. Chemical is also
a participant lender under the Company's $600 million of committed bank lines
of credit for general corporate purposes. As of September 30, 1995, no
amounts were outstanding under such bank lines of credit.

Miscellaneous

The Indenture will provide that Citizens will pay all fees and expenses
related to (i) the issuance and sale of the Trust Securities, the Partnership
Securities and the Convertible Debentures, (ii) the organization, maintenance
and dissolution of Citizens Capital and the Trust, and other costs and
expenses of Citizens Capital and the Trust, (iii) the retention of the
Regular Trustees, (iv) the enforcement by the Property Trustee of the rights
of the holders of the Convertible Preferred Securities and (v) the extent
contemplated by the Indenture, the taxes of the Partnership and the Trust and
all liabilities, costs and expenses with respect to such taxes of the
Partnership and the Trust either by payment of Additional Interest or by
otherwise making funds available to the appropriate taxing authority or to
the Partnership or the Trust. The payment of such fees and expenses will be
fully and unconditionally guaranteed by Citizens.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

General

The following is a summary of certain of the material United States federal
income tax consequences of the purchase, ownership, disposition and
conversion of Convertible Preferred Securities. Unless otherwise stated,
this summary deals only with Convertible Preferred Securities held as capital
assets by holders who purchase the Convertible Preferred Securities upon
original issuance. The tax treatment of a holder may vary depending on its
particular situation. This summary does not address all the tax consequences
that may be relevant to holders who may be subject to special tax treatment
such as, for example, banks, real estate

Page 72

investment trusts, regulated investment companies, insurance companies,
dealers in securities or currencies, tax-exempt investors, or except as
specifically described herein, foreign taxpayers. This summary does not
include any description of any alternative minimum tax consequences or the tax
laws of any state or local government or of any foreign government that may be
applicable to the Convertible Preferred Securities. This summary is based
on the Code, Treasury regulations thereunder and administrative and judicial
interpretations thereof, as of the date hereof, all of which are subject to
change, possibly on a retroactive basis.

Classification of the Convertible Debentures

In connection with the issuance of the Convertible Debentures, Skadden,
Arps, Slate, Meagher & Flom, special tax counsel to Citizens, Citizens
Capital and the Trust, will render its opinion generally to the effect that,
under then current law and assuming full compliance with the terms of the
Indenture (and certain other documents), and based on certain facts and
assumptions contained in such opinion, the Convertible Debentures will be
classified for United States federal income tax purposes as indebtedness of
Citizens.

Classification of Citizens Capital

In connection with the issuance of the Limited Partnership Securities,
Skadden, Arps, Slate, Meagher & Flom, special tax counsel to Citizens,
Citizens Capital and the Trust, will render its opinion generally to the
effect that, under then current law and assuming full compliance with the
terms of the Limited Partnership Agreement and the Indenture (and certain
other documents), and based on certain facts and assumptions contain in such
opinion, Citizens Capital will be classified for United States federal income
tax purposes as a partnership and not as an association taxable as a corpora-
tion.

Classification of the Trust

In connection with the issuance of the Convertible Preferred Securities,
Skadden, Arps, Slate, Meagher & Flom, special tax counsel to Citizens,
Citizens Capital and the Trust, will render its opinion generally to the
effect that, under then current law and assuming full compliance with the
terms of the Declaration and the Indenture (and certain other documents), and
based on certain facts and assumptions contained in such opinion, the Trust
will be classified for United States federal income tax purposes as a grantor
trust and not as an association taxable as a corporation. Accordingly, for
United States federal income tax purposes, each holder of Convertible
Preferred Securities will generally be considered the owner of an undivided
interest in the Limited Partnership Securities held by the Trust, and each
holder will be required to include in its gross income its distributive share
of the net income of Citizens Capital, which net income generally will be
equal to the amount of OID accrued with respect to the allocable share of the
Convertible Debentures represented by its undivided interest in the Limited
Partnership Securities.

Page 73

Potential Deferral of Interest Payments and Original Issue Discount

Because Citizens has the option, under the terms of the Convertible
Debentures, to defer payments of interest for up to 20 quarters, all of the
stated interest payments on the Convertible Debentures (whether made in cash
or Common Stock) will be treated as "original issue discount". Holders of
debt instruments issued with OID must include that discount in income on an
economic accrual basis without regard to the receipt of cash or Common Stock
attributable to the interest, regardless of their method of tax accounting.
The OID accrual rules may also accelerate the timing of a holder's
recognition of income in certain situations. Actual payments
and distributions of stated interest (whether made in cash or Common Stock)
will not, however, be separately reported as taxable income. The amount of
OID that accrues in any quarter will approximately equal the amount of the
interest that accrues on the Convertible Debentures in that quarter at the
stated interest rate. Accordingly, unless Citizens exercises its option to
defer interest payments on the Convertible Debentures, a holder of
Convertible Preferred Securities (whether it makes a Cash Distribution
Election or Stock Distribution Election) should have the same adjusted tax
basis in its Convertible Preferred Securities at the beginning of each quar-
terly interest payment period.

In the event that the interest payments on the Convertible Debentures are
deferred, holders will continue to accrue OID with respect to their Convert-
ible Preferred Securities on an economic accrual basis. During such period,
OID will accrue at the stated interest rate on both the principal amount of
the Convertible Debentures, and any accrued, but unpaid, interest.

Because income on the Convertible Preferred Securities will constitute
interest (in the form of OID), corporate holders of Convertible Preferred
Securities will not be entitled to a dividends-received deduction with
respect to any income recognized with respect to the Convertible Preferred
Securities.

Holders Making a Stock Distribution Election

A holder that makes a Stock Distribution Election will recognize the same
amount of OID with respect to its Convertible Preferred Securities as a
holder who makes a Cash Distribution Election. In addition, a holder that
makes a Stock Distribution Election will not recognize any gain or loss on
the receipt of the Common Stock from the Trust even though the fair market
value of the Common Stock on the interest payment date may be greater or
lesser than the cash equivalent amount of the interest payment. Furthermore,
a holder will not recognize any additional income or loss with respect to
cash it may receive in lieu of a fractional share of Common Stock.

A holder's tax basis in the Common Stock it receives in lieu of a cash
interest payment generally will equal Citizens Capital's tax basis in such
Common Stock. Citizens Capital's tax basis in the Common Stock it receives
as interest on the Convertible Debentures should equal the fair market value
of the Common Stock on the Share Transfer and Valuation Date. It is antici-
pated that the fair market value of the Common Stock on the Share Transfer
and Valuation

Page 74

Date will equal the cash equivalent amount of such interest
payment. Accordingly, a holder who makes a Stock Distribution Election
generally should have a tax basis in the shares of Common Stock it receives
in lieu of a cash interest payment equal to the cash equivalent amount of
such interest payment (less any cash received in lieu of a fractional share
of Common Stock).

In light of the fact that the value of a share of Common Stock can be
expected to vary among interest payment dates, holders who make Stock
Distribution Elections may have different tax bases in shares of Common Stock
they receive on different payment dates. Holders should consult their tax
advisors regarding the tax consequences of the ownership and disposition of
shares of Common Stock with different tax bases.

A holder's tax basis in its Convertible Preferred Securities will be (i)
increased by the amount of OID accrued with respect to its Convertible
Preferred Securities and (ii) reduced by the tax basis of the Common Stock
(and the amount of cash received in lieu of fractional shares of Common
Stock) received as interest with respect to its Convertible Preferred
Securities. It is expected that the amount of OID accrued with respect to
a quarterly interest payment period will approximately equal the tax basis
of the Common Stock (and the amount of cash received in lieu of fractional
shares of Common Stock) received as interest with respect to such interest
payment period.

Receipt of Partnership Preferred Securities, Convertible Debentures or Cash
Upon Liquidation of Citizens Capital and the Trust.

Under certain circumstances, as described under the caption "Convertible
Preferred Securities - Special Events Redemption and Distribution",
Convertible Debentures may be distributed to holders in exchange for their
Convertible Preferred Securities and in liquidation of Citizens Capital and
the Trust. Under current law, such a distribution to holders, for United
States federal income tax purposes, would be treated as a nontaxable event
to each holder, and each holder would receive an aggregate tax basis in the
Convertible Debentures equal to such holder's aggregate tax basis in its
Convertible Preferred Securities. A holder's

Page 75

holding period in the Convertible Debentures so received in liquidation of
Citizens Capital and the Trust would include the period during which the
Convertible Preferred Securities were held by such holder. If, however,
the related Special Event is a Partnership Tax Event or a Trust Tax Event
which results in Citizens Capital or the Trust, respectively, being treated
as an association taxable as a corporation, the distribution of the
Convertible Debentures would likely constitute a taxable event to holders of
the Convertible Preferred Securities.

Under certain circumstances, as described under the caption "Convertible
Preferred Securities - Special Events Redemption and Distribution", Limited
Partnership Securities may be distributed to holders in exchange for their
Convertible Preferred Securities and in liquidation of the Trust. Under
current law, such a distribution to holders, for United States federal income
tax purposes, would be treated as a nontaxable event to each holder, and each
holder would receive an aggregate tax basis in its Limited Partnership
Securities equal to such holder's aggregate tax basis in its Convertible
Preferred Securities exchanged therefor. A holder's holding period in the
Limited Partnership Securities so received in liquidation of the Trust would
include the period during which the Convertible Preferred Securities were
held by such holder. If, however, the related Special Event resulting in the
liquidation of the Trust is a Trust Tax Event which results in the Trust
being treated as an association taxable as a corporation, the distribution
would likely constitute a taxable event to the holders of the Convertible
Preferred Securities.

Under certain circumstances, as described under the caption "Convertible
Preferred Securities - Special Events Redemption and Distribution", the
Convertible Debentures may be redeemed by Citizens for cash and the proceeds
of such redemption distributed by Citizens Capital to the Trust in
redemption of the Limited Partnership Securities which, in turn, will
distribute such proceeds to holders in redemption of their Convertible
Preferred Securities. Under current law, such a redemption would, for
United States federal income tax purposes, constitute a taxable disposition
of the Convertible Preferred Securities, and a holder would recognize gain or
loss as if it sold such redeemed Convertible Preferred Securities for an
amount of cash equal to the proceeds received upon redemption. See
"Convertible Preferred Securities."

Disposition of Convertible Preferred Securities

A holder that sells Convertible Preferred Securities will recognize gain
or loss equal to the difference between the amount realized on the sale of
the Convertible Preferred Securities and the holder's adjusted tax basis in
such Convertible Preferred Securities. Such gain or loss will be a capital
gain or loss and will be a long-term capital gain or loss if the Convertible
Preferred Securities have been held for more than one year at the time of
sale.

A holder's tax basis in its Convertible Preferred Securities will be in (i)
increased by the amount of OID accrued with respect to its Convertible
Preferred Securities and (ii) reduced by (x) the amount of cash and (y) the
tax basis of any shares of Common Stock received with respect to its
Convertible Preferred Securities. It is expected that the amount of OID
accrued with respect to a quarterly interest payment period will
approximately equal the amount of cash and the tax basis of the Common Stock,
if any, received as interest with respect to such interest payment period.

The Convertible Preferred Securities may trade at a price that does not
accurately reflect the value of accrued but unpaid distributions and interest
with respect to the underlying Limited Partnership Securities and Convertible
Debentures, respectively. A holder who disposes of or converts its
Convertible Preferred Securities between record dates for payments of
distributions thereon will be required to include accrued but unpaid interest
on the Convertible Debentures through the date of disposition in income as
ordinary income, and to add such amount to the adjusted tax basis in its
Convertible Preferred Securities. To the extent the selling price is less
than the holder's adjusted tax basis (which basis will include, in the form
of OID, all accrued but unpaid interest), a holder will recognize a capital
loss. Subject to certain limited exceptions, capital losses cannot be
applied to offset ordinary income for United States federal income tax
purposes.

Page 76

Exchange of Convertible Preferred Securities for Common Stock

A holder of Convertible Preferred Securities will not recognize income,
gain or loss upon the conversion, through the Conversion Agent, of
Convertible Preferred Securities into Common Stock in the manner described
under the caption "Convertible Preferred Securities - Conversion Rights."
A holder of Convertible Preferred Securities will, however, recognize gain
upon the receipt of cash in lieu of a fractional share of Common Stock equal
to the amount of cash received less the holder's tax basis in such fractional
share. A holder's tax basis in the Common Stock received upon the exchange
and conversion of its Convertible Preferred Securities should generally be
equal to the holder's adjusted tax basis in the Convertible Preferred
Securities delivered to the Conversion Agent for exchange less the basis
allocated to any fractional share for which cash is received. A holder's
holding period in the Common Stock received upon exchange and conversion of
its Convertible Preferred Securities should generally begin on the date such
holder acquired the Convertible Preferred Securities delivered to the
Conversion Agent for exchange.

Adjustment of Conversion Price

Treasury Regulations promulgated under Section 305 of the Code would treat
holders of Convertible Preferred Securities as having received a constructive
distribution from Citizens in the event the conversion ratio of the
Convertible Debentures were adjusted if (i) as a result of such adjustment,
the proportionate interest (measured by the quantum of Citizens Common Stock
into or for which the Convertible Debentures are convertible or exchangeable)
of the holders of the Preferred Securities in the assets or earnings and
profits of Citizens were increased, and (ii) the adjustment was not made
pursuant to a bona fide, reasonable antidilution formula. An adjustment in
the conversion ratio would not be considered made pursuant to such a formula
if the adjustment was made to compensate for certain taxable distributions
with respect to the Citizens Common Stock. Thus, under certain
circumstances, a reduction in the conversion price for the holders may result
in deemed dividend income to holders to the extent of the current or
accumulated earnings and profits of Citizens. Holders of the Convertible
Preferred Securities would be required to include their allocable share of
such deemed dividend income in gross income but will not receive any cash
related thereto. An adjustment in the conversion ratio made to account for
nontaxable distributions of Common Stock made with respect to Common Stock
will generally not cause holders of Convertible Preferred Securities to
realize a constructive dividend from Citizens. In addition, the failure to
fully adjust the conversion price of the Convertible Debentures to reflect
distributions of stock dividends with respect to the Common Stock may result
in a taxable dividend to the holders of the Common Stock.

United States Alien Holders

For purposes of this discussion, a "United States Alien Holder" is any
corporation, individual, partnership, estate or trust that is, as to the
United States, a foreign corporation, a non-resident alien individual, a
foreign partnership, or a nonresident fiduciary of a foreign estate or trust.

Page 77

Under present United States federal income tax law, (i) payments by the
Trust or any of its paying agents (whether in the form of cash or Common
Stock) to any holder of a Convertible Preferred Security who or which is a
United States Alien Holder will not be subject to withholding of United
States federal income tax; provided that, (a) the beneficial owner of the
Convertible Preferred Security does not actually or constructively (including
by virtue of its interest in the underlying Convertible Debentures) own 10%
or more of the total combined voting power of all classes of stock of
Citizens entitled to vote, (b) the beneficial owner of the Convertible
Preferred Security is not a controlled foreign corporation that is related
to Citizens through stock ownership, and (c) either (A) the beneficial owner
of the Convertible Preferred Security certifies to the Trust or its agent,
under penalties of perjury, that it is not a United States holder and
provides its name and address or (B) a securities clearing organization, bank
or other financial institution that holds customers' securities in the
ordinary course of its trade or business (a "Financial Institution"), and
holds the Convertible Preferred Security in such capacity, that certifies to
the Trust or its agent, under penalties of perjury, that such statement has
been received from the beneficial owner by it or by a Financial Institution
between it and the beneficial owner and furnishes the Trust or its agent with
a copy thereof; and (ii) a United States Alien Holder of a Convertible
Preferred Security will not be subject to withholding of United States
federal income tax on any gain realized upon the sale or other disposition
of a Convertible Preferred Security.

If a United States Alien Holder is treated as receiving a deemed dividend
as a result of an adjustment of the conversion price of the Convertible
Debentures, as described above under "Adjustment of Conversion Price", such
deemed dividend may be subject to United States federal withholding tax at
a 30% (or lower treaty) rate.

Information Reporting and Backup Withholding

Income on the Convertible Preferred Securities will be reported to holders
on Form 1099, which form should be mailed to holders of Convertible Preferred
Securities by January 31 following each calendar year. Payments made on and
proceeds from the sale of Convertible Preferred Securities may be subject to
a "back-up" withholding tax of 31% unless the holder complies with certain
identification requirements. Any withheld amount will generally be allowed
as a credit against the holder's United States federal income tax, provided
the required information is timely filed with the Internal Revenue Service.

THE UNITED STATES FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED
FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A
HOLDER'S PARTICULAR SITUATION. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS
WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND
DISPOSITION OF THE CONVERTIBLE PREFERRED SECURITIES, INCLUDING THE TAX
CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE
EFFECTS OF CHANGES IN UNITED STATES FEDERAL OR OTHER TAX LAWS.

Page 78

UNDERWRITING

The underwriters of the offering of the Convertible Preferred Securities
named below (the "Underwriters"), for whom are acting as
representatives (the "Representatives"), have severally agreed, subject to
the terms and conditions of an Underwriting Agreement (the "Underwriting
Agreement"), to purchase from the Trust Convertible Preferred Securities with
the aggregate liquidation value set forth opposite their respective names
below.

Liquidation Value
of Convertible
Underwriters Preferred Securities
------------ --------------------

_____________
Total
=============

The Underwriting Agreement provides that the obligations of the
Underwriters to purchase Convertible Preferred Securities are subject to
certain conditions. The Underwriting Agreement provides that, if any
Convertible Preferred Securities are purchased pursuant to the Underwriting
Agreement, all Convertible Preferred Securities agreed to be purchased
pursuant to the Underwriting Agreement must be so purchased.

The Trust, the Partnership and the Company have granted to the Underwriters
an option to purchase up to an additional $26,250,000 aggregate liquidation
value of Convertible Preferred Securities at the public offering price less
the aggregate underwriting discount, solely to cover over-allotments. The
option may be exercised at any time up to 30 days after the date of this
Prospectus.

The Underwriters propose initially to offer the Convertible Preferred
Securities directly to the public at the offering price set forth on the
cover page of this Prospectus, and to certain securities dealers at such
public offering price less a selling concession not in excess of $ per
Convertible Preferred Security. The selected dealers may reallow a discount
not in excess of $ per Convertible Preferred Security on sales to certain
other dealers. After the offering of the Convertible Preferred Securities,
the public offering price, concession and discount may be changed.

In view of the fact that the proceeds of the sale of the Convertible
Preferred Securities will ultimately be used to purchase the Convertible
Debentures of Citizens, the Underwriting Agreement provides that Citizens
will pay as compensation ("Underwriters' Compensation") to the Underwriters
arranging the investment therein of such proceeds, an amount in New York
Clearing House (next day) funds of $_____ per Convertible Preferred Security
(or $_____ in the aggregate) for the accounts of the several Underwriters.

Page 79

The Company, the Partnership and the Trust have agreed to indemnify the
Underwriters against certain liabilities which may be incurred in connection
with the offering of the Convertible Preferred Securities and the exercise of
the over-allotment options, including liabilities under the 1933 Act.

The Trust, the Partnership and the Company have agreed, with certain
exceptions, that they will not sell or otherwise dispose of any Convertible
Preferred Securities, Partnership Preferred Securities, Convertible
Debentures or shares of Common Stock Series A or Common Stock Series B
or certain other securities, with certain designated exceptions for
a period of __ days from the date of this Prospectus without the written
consent of the Representatives.

Application will be made to list the Convertible Preferred Securities on
the NYSE. Trading of the Convertible Preferred Securities on the NYSE is
expected to commence within a 30-day period after the initial delivery of the
Convertible Preferred Securities. The Representatives have advised the Trust
that it intends to make a market in the Convertible Preferred Securities
prior to the commencement of trading on the NYSE. The Representatives will
have no obligation to make a market in the Convertible Preferred Securities,
however, and may cease market making activities, if commenced, at any time.

Prior to this offering there has been no public market for the Convertible
Preferred Securities. In order to meet one of the requirements for listing
the Convertible Preferred Securities on the NYSE, the Underwriters will
undertake to sell lots of 100 or more Convertible Preferred Securities to a
minimum of 400 beneficial holders.

Certain of the Underwriters engage in transactions with, and, from time to
time, have performed services for, Citizens and its subsidiaries in the
ordinary course of business.

----------------------------

Sales of Common Stock Series A by Citizens Capital may be made from time
to time in one or more transactions (which may involve crosses or block
transactions) on the NYSE or otherwise, pursuant to and in accordance with
the rules of the NYSE, in the over-the-counter market, in negotiated
transactions, or a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. Citizens Capital will effect such
transactions by selling shares of Common Stock Series A to or through
broker-dealers. Such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from Citizens Capital
and/or purchasers of shares of Common Stock Series A for whom they may act
(which compensation may be in excess of customary commissions). Citizens
Capital and broker-dealers that participate with Citizens Capital in the
distributions of shares of Common Stock Series A may be deemed to be
"underwriters" within the meaning of Section 2(11) of the 1933 Act, and any
commissions received by them and any profit on the resale of shares of
Common Stock Series A may be deemed to be underwriting compensation. The
holders of the Convertible Preferred Securities,

Page 80

who may receive the Common Stock Series A covered by this Prospectus as
quarterly distributions on their Convertible Preferred Securities, may also
sell such stock.

LEGAL OPINIONS

The validity of the Convertible Preferred Securities, the Convertible
Preferred Securities Guarantee, the Partnership Guarantee, the Convertible
Debentures, the Partnership Preferred Securities and the Common Stock will
be passed upon by Boulanger, Hicks & Churchill, P.C., 135 East 57th Street,
New York, New York, and Skadden, Arps, Slate, Meagher & Flom, 919 Third
Avenue, New York, New York, counsels for the Company, and by Simpson Thacher
& Bartlett (a partnership which includes professional corporations), 425
Lexington Avenue, New York, New York, counsel for the Underwriters, except
as to certain matters of Delaware law, as to which Boulanger, Hicks &
Churchill and Simpson Thacher & Bartlett may rely upon the opinion of
Skadden, Arps, Slate, Meagher & Flom. Certain United States federal income
taxation matters will be passed upon for Citizens, Citizens Capital and the
Trust by Skadden, Arps, Slate, Meagher & Flom. Legal matters relating to
required authorization, if any, of the Convertible Preferred Securities, the
Convertible Preferred Securities Guarantee, the Partnership Guarantee, the
Convertible Debentures, the Partnership Preferred Securities and the Common
Stock by the public utilities commissions in the various states will be
passed upon by local counsel to Citizens in the states of Arizona, Colorado,
Hawaii, Louisiana, Tennessee, Vermont and West Virginia. Boulanger, Hicks
& Churchill, Skadden, Arps, Slate, Meagher & Flom and Simpson Thacher &
Bartlett may rely upon such counsel as to certain matters governed by the
laws of such states.

EXPERTS

The consolidated financial statements of the Company as of December 31,
1994, 1993, and 1992, and for each of the years then ended, incorporated by
reference in this Prospectus from the Company's Annual Report on Form 10-K
have been so incorporated by reference in reliance upon the report of KPMG
Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in
accounting and auditing.

The financial statements of the Mountain State Telephone Company, Alltel
Nevada, Inc., Navajo Communications Company, Inc., and Contel of New York,
Inc. incorporated by reference herein, have been examined by Arthur Andersen
LLP to the extent and for the periods indicated in their reports, and have
been so incorporated by reference in reliance upon the reports of Arthur
Andersen LLP also incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing.

Page 81
<PAGE>
INDEX OF DEFINED TERMS

Defined Terms Page
- ------------- ----

1933 Act 5
1934 Act 5
1934 Act Reports 5
1940 Act 42
Additional Interest 39
ALLTEL 21
ALLTEL Telecommunications Properties 21
Average Market Price 40
Base Indenture 63
Beneficial Owner 51
blockage period 65
Business Day 38
Cash Distribution Election 10
Cash Payment Election 11
Change in 1940 Act Law 42
Change in Tax Law 42
Citizens 1
Citizens Capital 2
Code 20
Common Stock 2
Common Stock Series A 2
Company 1
Company Event 43
Conversion Agent 13
Convertible Common Securities 1
Convertible Debentures 2
Convertible Preferred Securities 1
Convertible Preferred Securities Guarantee 14
CUC Capital 32
Debenture Trustee 63
Declaration 33
Declaration Event of Default 49
Delaware Trustee 33
Direct Participants 51
Distribution Declaration Date 10
Distribution Declaration Notice 10
Distribution Election 10
Distribution Payment Date 2
DTC 3
Election Period 11
Eligible Investments 32
Equivalent Value 36

Page 82

Financial Institution 78
General Partner 32
General Partner Payment 63
General Partnership Security 7
GTE 27
GTE Telecommunications Properties 27
GTE telephone properties 27
Guarantee Payments 59
Guarantee Trustee 33
Guarantees 3
Indenture 63
Indenture Event of Default 69
Indenture Trustee 63
Indirect Participants 51
Interest Payment Date 2
Investment Company Act Opinion 42
Limited Partnership Agreement 32
Liquidation Distribution 47
NASDAQ 12
No Recognition Opinion 43
NYSE 2
OID 20
Omnibus Proxy 52
Other Subordinated Indebtedness 67
Participants 51
Partnership 2
Partnership Event of Default 49
Partnership Events 42
Partnership Guarantee 14
Partnership Guarantee Payments 59
Partnership Investment Company Act Event 43
Partnership Preferred Securities 2
Partnership Securities 2
Partnership Tax Event 42
Property Account 33
Property Trustee 33
Rate 2
Rating Agency Event 43
Record Date 11
Redemption Price 46
Registration Statement 5
Regular Trustees 33
Representatives 79

Page 83

SEC 5
Senior Indebtedness 66
Senior Nonmonetary Default 65
Senior Payment Default 65
Share Transfer and Valuation Date 36
Special Events 43
Special Representative 57
Sponsor 33
Stock Distribution Election 10
Stock Payment Election 11
Super Majority 50
Tax Event Opinion 42
Telecommunications Properties 27
Trading Day 41
Transaction 41
Trust 1
Trust Act 7
Trust Events 42
Trust Guarantees 58
Trust Indenture Act 8
Trust Investment Company Act Event 42
Trust Securities 1
Trust Tax Event 42
Trust Trustees 33
Underwriters 79
Underwriters' Compensation 1
Underwriting Agreement 79
United States Alien Holder 77

Page 84

PART II.

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.
--------------------------------------------

Description Amount (1)
----------- ----------

Securities and Exchange Commission filing fee $ 83,190.00
Printing and engraving 60,000.00
[Rating Agency Fee] [ ]
Legal Services 250,000.00
Accounting services 40,000.00
New York Stock Exchange listing fee 15,000.00
Miscellaneous 51,810.00
-----------
Total(1) $500,000.00
===========

_____________________
(1) All fees are estimated except for the Securities and Exchange Commission
filing fee.

Item 15. Indemnification of Directors and Officers.
------------------------------------------

Citizens Utilities Company (the "Company"), being incorporated under the
Delaware General Corporation Law, is empowered by Section 145 of such law to
indemnify officers and directors against certain expenses, liabilities and
payments, including liabilities arising under the Securities Act of 1933,
(the "Act"), as therein provided. In addition, By-Laws 24 and 24A of the
Company and a resolution adopted by the Board of Directors in connection with
the issuance of the Convertible Debentures provide for indemnification of
specified persons, including officers and directors of the Company for
liabilities, including those arising under said Act, as provided in said By-
Laws and resolution. Generally, By-Laws 24 and 24A of the Company provide
that, to the fullest extent permitted by applicable law, the Company shall
indemnify and hold harmless, among others, any officer or director of the
Company or any other entity for which he is acting at the request of the
Company, from and against any loss, damage or claim incurred by such person
by reason of any act or omission performed or omitted by such person in good
faith on behalf of the Company and in a manner such person reasonably
believed to be in the best interests of the Company. Such By-Laws, generally
speaking, also provides that, to the fullest extent permitted by applicable
law, expenses (including legal fees) incurred by a person in defending
against any such liability shall, be advanced by the Company subject to
specified conditions. The Certificate of Incorporation further provides that
no director shall be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, with stated exceptions.

II-1

The Company also maintains insurance providing coverage for the Company and
its subsidiaries against obligations incurred as a result of indemnification
of officers and directors. The coverage also insures the officers and
directors for a liability against which they may not be indemnified by the
Company or its subsidiaries but excludes specified dishonest acts.

The Declaration of Trust of Citizens Capital Trust (the "Trust") provides
that to the fullest extent permitted by applicable law, the Trust shall
indemnify and hold harmless each of the Trustees, any Affiliate of the
Trustees, any officer, director, shareholder, member, partner, employee,
representative or agent of the Trustees, or any employee or agent of the
Trust or its Affiliates (each a "Trust Indemnified Person"), from and against
any loss, damage or claim incurred by such Trust Indemnified Person by reason
of any act or omission performed or omitted by such Trust Indemnified Person
in good faith on behalf of the Trust and in a manner such Trust Indemnified
Person reasonably believed to be within the scope of authority conferred on
such Trust Indemnified Person by the Declaration of Trust, except that no
Trust Indemnified Person shall be entitled to be indemnified in respect of
any loss, damage or claim incurred by such Trust Indemnified Person by reason
of gross negligence (or, in the case of the Property Trustee, negligence) or
willful misconduct with respect to such acts or omissions. The Declaration
of Trust also provides that, to the fullest extent permitted by applicable
law, expenses (including legal fees) incurred by a Trust Indemnified Person
in defending any claim, demand, action, suit or proceeding shall, from time
to time, be advanced by the Trust prior to the final disposition of such
claim, demand, action, suit or proceeding upon receipt by the Trust of an
undertaking by or on behalf of the Trust Indemnified Person to repay such
amount if it shall be determined that the Trust Indemnified Person is not
entitled to be indemnified as authorized in the Declaration of Trust. The
Declaration of Trust further provides that no Trust Indemnified Person shall
be liable, responsible or accountable in damages or otherwise to the Trust
or any Covered Person (as defined therein) or for any loss, damage or claim
incurred by reason of any act or omission performed or omitted by such Trust
Indemnified Person in good faith on behalf of the Trust and in a manner such
Trust Indemnified Person reasonably believed to be within the scope of the
authority conferred on such Trust Indemnified Person by the Declaration of
Trust or by law, except that a Trust Indemnified Person shall be liable for
any such loss, damage or claim incurred by reason of such Trust Indemnified
Person's gross negligence or willful misconduct with respect to acts or
omissions.

The Limited Partnership Agreement of Citizens Utilities L.P. (the
"Partnership") provides that to the fullest extent permitted by applicable
law, the Partnership shall indemnify and hold harmless each of the General
Partner, and any Special Representative, any Affiliate of the General Partner
or any Special Representative, any officer, director, shareholder, member,
partner, employee, representative or agent of the General Partner or any
Special Representative, or any employee or agent of the Partnership or its
Affiliates (each a "Partnership Indemnified Person"), from and against any
loss, damage or claim incurred by such Partnership Indemnified Person by
reason of any act or omission performed or omitted by such Partnership
Indemnified Person in good faith on behalf of the Partnership and in a manner
such Partnership Indemnified Person reasonably believed to be within the
scope of authority conferred on such Partnership

II-2

Indemnified Person by the Limited Partnership Agreement, except that no
Partnership Indemnified Person shall be entitled to be indemnified in respect
of any loss, damage or claim incurred by such Partnership Indemnified Person
by reason of gross negligence or willful misconduct with respect to such acts
or omissions. The Limited Partnership Agreement also provides that, to the
fullest extent permitted by applicable law, expenses (including legal fees)
incurred by a Partnership Indemnified Person in defending any claim, demand,
action, suit or proceeding shall, from time to time, be advanced by the
Partnership prior to the final disposition of such claim, demand, action,
suit or proceeding upon receipt by the Partnership of an undertaking by or
on behalf of the Partnership Indemnified Person to repay such amount if it
shall be determined that the Partnership Indemnified Person is not entitled
to be indemnified as authorized in the Limited Partnership Agreement. The
Limited Partnership Agreement further provides that no Partnership
Indemnified Person shall be liable, responsible or accountable in damages or
otherwise to the Partnership or any Covered Person (as defined therein) or
for any loss, damage or claim incurred by reason of any act or omission
performed or omitted by such Partnership Indemnified Person in good faith on
behalf of the Partnership and in a manner such Partnership Indemnified Person
reasonably believed to be within the scope of the authority conferred on such
Partnership Indemnified Person by the Limited Partnership Agreement or by
law, except that a Partnership Indemnified Person shall be liable for any
such loss, damage or claim incurred by reason of such Partnership Indemnified
Person's gross negligence or willful misconduct with respect to acts or
omissions.

The directors and officers of the Company and the Regular Trustees of the
Trust are covered by insurance policies indemnifying them against certain
liabilities, including certain liabilities arising under the Act, which might
be incurred by them in such capacities and against which they cannot be
indemnified by the Company or the Trust. Any agents, dealers or underwriters
who execute the agreement filed as Exhibit 1 of this Registration Statement
will agree to indemnify the Company's directors and their officers and the
Trustees who signed the Registration Statement against certain liabilities
that may arise under the Securities Act with respect to information furnished
to the Company or the Trust by or on behalf of any such indemnifying party.

Item 16. Exhibits.
---------

An Exhibit Index, containing a list of all exhibits to this registration
statement, commences on page II-[ ].

Item 17. Undertakings.
-------------

The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Act;

II-3

(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of a prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;

(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

provided, however, that clauses (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.

(4) That, for purposes of determining any liability under the Act, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer, or controlling person of
the registrant in the successful defense of any action, suit or

II-4

proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

II-5
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Stamford and State of Connecticut on the _____ day
of __________, 1995.

CITIZENS UTILITIES COMPANY

By ________________________
Robert J. DeSantis
Vice President and Treasurer

II-6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Registra-
tion Statement has been signed below by the following persons in the
capacities and on the dates indicated.

Signature Title Date
- --------- ----- ----

__________________________ Chairman of the Board, _____, 1995
(Leonard Tow) Chief Executive Officer,
Chief Financial Officer
and Director

__________________________ Vice President _____, 1995
(Robert J. DeSantis) and Treasurer

__________________________ Director _____, 1995
(Norman I. Botwinik)

_________________________ Director _____, 1995
(Stanley Harfenist)

_________________________ Director _____, 1995
(Andrew N. Heine)

_________________________ Director _____, 1995
(Aaron I. Fleischman)

________________________ Director _____, 1995
(Elwood A. Rickless)

__________________________ Director _____, 1995
(John L. Schroeder)

_________________________ Director _____, 1995
(Robert D. Siff)

_________________________ Director _____, 1995
(Robert A. Stanger)

_________________________ Director _____, 1995
(Edwin Tornberg)

________________________ Director _____, 1995
(Claire Tow)

*By_____________________
Attorney-in-fact

II-7
<PAGE>
SIGNATURES

CITIZENS UTILITIES CAPITAL L.P.

By Citizens Utilities Company, as
General Partner

By______________________________
Robert J. DeSantis
Vice President and Treasurer

II-8
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Registra-
tion Statement has been signed below by the following persons in the
capacities with respect to the General Partner of Citizens Utilities Capital
L.P. and on the dates indicated.

Signature Title Date
- --------- ----- -----