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 (date of earliest event reported): February 15, 2005




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


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

                                3 High Ridge Park
                           Stamford, Connecticut  06905
                    (Address of Principal Executive Offices)

                                 (203) 614-5600
               (Registrant's Telephone Number, Including Area Code)



                           No Change Since Last Report
                           ---------------------------
         (Former name or former address, if changed since last report)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))



ITEM 1.01 Entry into a Material Definitive Agreement
          ------------------------------------------

          On February 15, 2005, Citizens  Communications Company entered into an
          employment agreement with John H. Casey, III, who has been employed by
          the company  since 1999 and who is currently  employed as an Executive
          Vice President.

          The employment  agreement has an initial term of five years,  expiring
          in  February  of 2010,  that  automatically  renews  at the end of the
          initial or any renewal  term for an  additional  one-year  term unless
          either party provides prior notice of non-renewal.

          Pursuant to the terms of his employment  agreement,  Mr. Casey earns a
          base salary of $400,000.  He is also entitled to a target bonus amount
          equal to 100% of his base salary.  Additionally,  with respect to each
          fiscal  year  during his  employment  term,  Mr.  Casey is eligible to
          receive a grant of  restricted  shares of common stock in an amount to
          be determined by the Compensation  Committee of the Company's Board of
          Directors  commensurate  with Mr.  Casey's  performance.  He also will
          receive  a  grant  of  50,000  restricted  shares  of  stock  for  his
          performance during 2004.

          If Mr. Casey's employment is terminated without cause or if he resigns
          his  employment  for "good reason" (as defined in the  agreement),  he
          will  receive  an amount  equal to one year of the then  current  base
          salary and the target bonus,  both payable on the date of termination.
          All   restricted   shares  of  common   stock  will  vest  and  become
          non-forfeitable  and he will  continue  coverage  under  the  medical,
          dental, life insurance, and other health and welfare benefits provided
          by the Company for one year from the date of termination. In the event
          of a constructive termination as a result of a "change in control" (as
          defined in the  agreement),  he will be entitled to receive these same
          amounts  subject  to  reduction  if such  amounts  would be subject to
          excise taxes under Section 4999 of the Internal Revenue Code of 1986.

       





                                   SIGNATURE

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 thereunto duly authorized.

                         CITIZENS COMMUNICATIONS COMPANY
                                  (Registrant)


                         By: /s/ Robert J. Larson
                             --------------------------
                             Robert J. Larson
                             Senior Vice President and 
                             Chief Accounting Officer

Date: February 22, 2005