CITIZENS COMMUNICATIONS CO
8-K, 2000-08-16
ELECTRIC & OTHER SERVICES COMBINED
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                      SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



                                 Date of Report:
                                 August 15, 2000
                         (Date of earliest event reported)




                           CITIZENS COMMUNICATIONS COMPANY
               (Exact name of Registrant as specified in charter)



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



3 High Ridge Park, P.O. Box 3801, Stamford, Connecticut        06905
-------------------------------------------------------        -----
(Address of principal executive offices)                   (Zip Code)



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


                           No change since last report
             (Former name or address, if changed since last report)

<PAGE>
Item 5.  Other Events.
         Citizens  Communications  Company  reported  today that  a Decision and
         Order  issued  by  the  Public  Utilities  Commission  of  the State of
         Hawaii  denied  the initial  application  requesting  approval  of  the
         purchase  of the company's Kauai Electric Division  by the Kauai Island
         Utility Co-op.


Item 7.  Financial Statements, Exhibits.

         (c)      Exhibits

                  99.1  Press   release  of  Citizens   Communications   Company
                        released  August 15, 2000   announcing  that  Hawaii PUC
                        denies purchase application.

<PAGE>

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



                                    CITIZENS COMMUNICATIONS COMPANY
                                    Registrant


                                    By:/s/ Robert J. Larson

                                    --------------------------------------------
                                    Robert J. Larson
                                    Vice President and Chief Accounting Officer

Date:    August 16, 2000


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