SEC FORM 4

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^*

FLEISCHMAN AARON I

(Last)

(First)

(Middle)

THREE HIGH RIDGE PARK

(Street)

STAMFORD

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/13/2004	08/13/2004	M		5,362	A	$10.458	10,314	D
Common Stock	08/13/2004	08/13/2004	M		14,642	A	$9.197	24,956	D
Common Stock	08/13/2004	08/13/2004	M		57,111	A	$12.804	82,067	D
Common Stock	08/13/2004	08/13/2004	S		5,362	D	$14.24	76,705	D
Common Stock	08/13/2004	08/13/2004	S		7,111	D	$14.26	69,594	D
Common Stock	08/13/2004	08/13/2004	S		44,642	D	$14.3	24,952	D
Common Stock	08/13/2004	08/13/2004	S		10,000	D	$14.33	14,952	D
Common Stock	08/13/2004	08/13/2004	S		10,000	D	$14.36	4,952	D
Common Stock								30,733	I	Foundation⁽¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Director Stock Option (Right to Buy)	$10.45	08/13/2004	08/13/2004	M			5,362	01/01/1995	08/01/2004⁽²⁾	Common Stock	5,362	$0	0.00	D
Director Stock Option (Right to Buy)	$9.197	08/13/2004	08/13/2004	M			14,642	01/01/1996	01/01/2005	Common Stock	14,642	$0	0.00	D
Director Stock Option (Right to Buy)	$12.804	08/13/2004	08/13/2004	M			57,111	⁽³⁾	08/01/2004⁽²⁾	Common Stock	57,111	$0	0.00	D

Explanation of Responses:

1. Shares held by the Aaron I. Fleischman Foundation for which the Reporting Person is the sole trustee. The Reporting Person discl aims beneficial ownership of these shares as he has no pecuniary interest in them.

2. The Board of Directors approved an extension of the date on which the options expire from 08/01/2004 to 08/17/2004 to prevent an expiration of the options during a trading blackout in effect from 12/11/2003 through 08/13/2004.

3. The options for 4,393.1 shares are exercisable on 05/19/1995; the remainder are exercisable in five equal annual installments beg inning 01/01/1996.

Remarks:

	Aaron I. Fleischman by L. Russell Mitten Under Power-of-Atto	08/13/2004
	** 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).
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