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^*

TOW CLAIRE L

(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	$10.45	8,222	D
Common Stock	08/13/2004	08/13/2004	M		14,641	A	$9.197	22,863	D
Common Stock	08/13/2004	08/13/2004	M		57,111	A	$12.804	79,974	D
Common Stock	08/13/2004	08/13/2004	M		13,727	A	$9.813	93,701	D
Common Stock	08/13/2004	08/13/2004	M		14,893	A	$9.06	108,594	D
Common Stock	08/13/2004	08/13/2004	M		16,406	A	$8.226	125,000	D
Common Stock	08/13/2004	08/13/2004	M		17,985	A	$7.506	142,985	D
Common Stock	08/13/2004	08/13/2004	M		2,799	A	$10.55	145,784	D
Common Stock	08/13/2004	08/13/2004	M		5,424	A	$10.07	151,208	D
Common Stock	08/13/2004	08/13/2004	M		5,151	A	$9.14	156,359	D
Common Stock	08/13/2004	08/13/2004	M		5,000	A	$8.34	161,359	D
Common Stock	08/13/2004	08/13/2004	M		5,000	A	$10.62	166,359	D
Common Stock								32,369	D⁽¹⁾
Common Stock								1,586	D
Common Stock								213	D
Common Stock								5,394,022	I	LLC⁽²⁾
Common Stock								20,615⁽³⁾	I	Spousal 401(k)⁽⁴⁾
Common Stock								1,750	I	Spousal IRA⁽⁴⁾
Common Stock								5,449,143.5	I	Spouse⁽⁴⁾

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)
Formula Plan Options (Right to Buy)	$10.55	08/13/2004	08/13/2004	M			2,799	03/01/1997	09/01/2006	Common Stock	2,799	$0	0.00	D
Formula Plan Options (Right to Buy)	$10.07	08/13/2004	08/13/2004	M			5,424	07/01/1997	01/01/2007	Common Stock	5,424	$0	0.00	D
Formula Plan Options (Right to Buy)	$9.14	08/13/2004	08/13/2004	M			5,151	07/01/1998	01/01/2008	Common Stock	5,151	$0	0.00	D
Formula Plan Options (Right to Buy)	$8.34	08/13/2004	08/13/2004	M			5,000	07/01/1999	01/01/2009	Common Stock	5,000	$0	0.00	D
Formula Plan Options (Right to Buy)	$10.62	08/13/2004	08/13/2004	M			5,000	07/01/2002	01/01/2012	Common Stock	5,000	$0	0.00	D
Director Stock Option (Right to Buy)	$10.45	08/13/2004	08/13/2004	M			5,362	01/01/1995	08/01/2004	Common Stock	5,362	$0	0.00	D
Director Stock Option (Right to Buy)	$9.197	08/13/2004	08/13/2004	M			14,641	01/01/1996	01/01/2005	Common Stock	14,641	$0	0.00	D
Director Stock Option (Right to Buy)	$12.804	08/13/2004	08/13/2004	M			57,111	⁽⁵⁾	08/01/2004	Common Stock	57,111	$0	0.00	D
Director Stock Option (Right to Buy)	$9.813	08/13/2004	08/13/2004	M			13,727	01/01/1997	01/01/2006	Common Stock	13,727	$0	0.00	D
Director Stock Option (Right to Buy)	$9.063	08/13/2004	08/13/2004	M			14,893	01/01/1998	01/01/2007	Common Stock	14,893	$0	0.00	D
Director Stock Option (Right to Buy)	$8.226	08/13/2004	08/13/2004	M			16,406	01/01/1999	01/01/2008	Common Stock	16,406	$0	0.00	D
Director Stock Option (Right to Buy)	$7.506	08/13/2004	08/13/2004	M			17,985	01/01/2000	01/01/2009	Common Stock	17,985	$0	0.00	D

Explanation of Responses:

1. Reporting Person is custodian for her minor grandchild.

2. Shares held directly by Lantern Investment Company LLC. Reporting Person's Spouse is the sole member.

3. Represents total number of shares acquired through 401(k) plan as reported by the plan administrator as of the transaction date.

4. Securities held directly by spouse. Reporting Person disclaims any beneficial ownership of securities and any direct or indirect control or voting power over the securities.

5. 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:

	Claire L. Tow by L. Russell Mitten Under Power-of-Attorney	08/16/2004
	** 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.