SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
KIPPERMAN EDWARD O
(Last) (First) (Middle)
THREE HIGH RIDGE PARK
(Street)
STAMFORD CT 06905
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CITIZENS COMMUNICATIONS CO [ CZN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President, Tax
3. Date of Earliest Transaction (Month/Day/Year)
09/02/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/02/2004 09/02/2004 M 39,658 A $6.45 54,560.79 D
Common Stock 09/02/2004 09/02/2004 M 6,542 A $8.19 61,102.79 D
Common Stock 09/02/2004 09/02/2004 M 20,716 A $11.79 81,818.79 D
Common Stock 09/02/2004 09/02/2004 M 20,352 A $11.15 102,170.79 D
Common Stock 09/02/2004 09/02/2004 S 87,268 D $12.65 14,902.79 D
Common Stock 09/02/2004 09/02/2004 M 23,763 A $6.67 38,665.79 D
Common Stock 1,720.7(1) I 401(k) Plan
Common Stock 1 I Daughter
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $7.75 09/02/2004 09/02/2004 D 21,041 (2) 02/15/2006 Common Stock 21,041 (3) 0.00 D
Employee Stock Option (Right to Buy) $6.67 09/02/2004 09/02/2004 A 23,763 09/02/2004 02/15/2006 Common Stock 23,763 (3) 23,763 D
Employee Stock Option (Right to Buy) $6.67 09/02/2004 09/02/2004 M 23,763 09/02/2004 02/15/2006 Common Stock 23,763 $0 0.00 D
Employee Stock Option (Right To Buy) $7.5 09/02/2004 09/02/2004 D 34,100 (4) 03/23/2009 Common Stock 34,100 (3) 0.00 D
Employee Stock Option (Right to Buy) $6.45 09/02/2004 09/02/2004 A 39,658 09/02/2004 03/23/2009 Common Stock 39,658 (3) 39,658 D
Employee Stock Option (Right to Buy) $6.45 09/02/2004 09/02/2004 M 39,658 09/02/2004 03/23/2009 Common Stock 39,658 $0 0.00 D
Employee Stock Option (Right to Buy) $12.97 09/02/2004 09/02/2004 D 17,500 (4) 10/17/2010 Common Stock 17,500 (3) 0.00 D
Employee Stock Option (Right to Buy) $11.15 09/02/2004 09/02/2004 A 20,352 09/02/2004 10/17/2010 Common Stock 20,352 (3) 20,352 D
Employee Stock Option (Right to Buy) $11.15 09/02/2004 09/02/2004 M 20,352 09/02/2004 10/17/2010 Common Stock 20,352 $0 0.00 D
Employee Stock Option (Right to Buy) $13.71 09/02/2004 09/02/2004 D 23,750 (5) 05/16/2011 Common Stock 23,750 (3) 0.00 D
Employee Stock Option (Right to Buy) $11.79 09/02/2004 09/02/2004 A 27,621 (6) 05/16/2011 Common Stock 27,621 (3) 27,621 D
Employee Stock Option (Right to Buy) $11.79 09/02/2004 09/02/2004 M 20,716 (6) 05/16/2011 Common Stock 20,716 $0 6,905 D
Employee Stock Option (Right to Buy) $9.52 09/02/2004 09/02/2004 D 11,250 (5) 05/15/2012 Common Stock 11,250 (3) 0.00 D
Employee Stock Option (Right to Buy) $8.19 09/02/2004 09/02/2004 A 13,083 (6) 05/15/2012 Common Stock 13,083 (3) 13,083 D
Employee Stock Option (Right to Buy) $8.19 09/02/2004 09/02/2004 M 6,542 (6) 05/15/2012 Common Stock 6,542 $0 6,541 D
Explanation of Responses:
1. Represents total number of shares acquired through 401(k) plan as reported by the plan administrator as of the transaction date.
2. Shares vest in five equal annual installments beginning on the first anniversary of the grant.
3. The Reporting Person agreed to cancellation of the original option grant in exchange for a new option having a lower exercise pri ce and the same expiration date.
4. Shares vest in three equal annual installments beginning on the first anniversary of the grant.
5. Shares vest in four equal annual installments beginning on the first anniversary of the grant.
6. Shares vest in four equal annual installments beginning on the first anniversary of the grant; on or after 09/02/2004, options ar e exercisable at the lower exercise price.
Remarks:
Edward O. Kipperman by L. Russell Mitten Under Power-of-Atto 09/02/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.