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:
                                November 30, 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        (Commission File Number)          (IRS Employer
jurisdiction of                                  Identification incorporation)
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 7. Financial Statements, Exhibits.


(a) Financial Statements of Businesses acquired

*GTE  Combined  Entities  for the  nine  months  ended  September  30,  2000 and
1999(unaudited)
*Contel of  Minnesota,  Inc.  for the eight  months  ended  August 31,  2000 and
1999(unaudited)

(b) Pro forma Financial Information

* Pro  forma  Balance  Sheet  as of  September  30,  2000 and Pro  forma  Income
Statements  for the nine months ended  September 30, 2000.


<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/ Livingston E. Ross
                         -------------------------------
                               Livingston E. Ross
                       Vice President, Reporting and Audit
                             Date: February 13, 2001

<PAGE>



                         PROFORMA FINANCIAL INFORMATION

On May 27, September 21, and December 16, 1999, we announced that we had entered
into definitive agreements to purchase from Verizon Communications, formerly GTE
Corp., approximately 366,000 telephone access lines (as of December 31, 1999) in
Arizona,  California,  Illinois,  Minnesota and Nebraska(GTE  Acquisitions)  for
approximately  $1.171 billion in cash. The  acquisitions  are subject to various
state and federal  regulatory  approvals.  The Nebraska and Minnesota  purchases
closed  on June  30,  2000  and  August  31, 2000,  respectively.  The  Illinois
transaction  closed on  November  30, 2000.  The  attached  pro forma  financial
statements  include the effect of all the GTE  Acquisitions  to  illustrate  the
financial  characteristics  of  the  entire  transaction.  We  expect  that  the
remainder of these transactions will close throughout the next 6 months.

On June 16,  1999,we  announced  that we had entered into a series of definitive
agreements to purchase from Qwest Communications, formerly US West approximately
545,000  telephone access lines (as of December 31, 1999) in Arizona,  Colorado,
Idaho, Iowa,  Minnesota,  Montana,  Nebraska,  North Dakota and Wyoming (US West
Acquisitions)  for  approximately  $1.65 billion in cash. The  acquisitions  are
subject to various  state and federal  regulatory  approvals.  The North  Dakota
purchase  closed on October  31,  2000.  We expect that the  remainder  of these
transactions  will close  throughout the next two years. The US West Acquisition
is not included in these pro forma financial statements.

On July 12, 2000, we announced that we had agreed to acquire  approximately  1.1
million  telephone  access lines for $3.65  billion,  including  $136 million in
debt,  through the purchase of Frontier  (the Frontier  Acquisition),  the trade
name of the local  exchange  carrier  operations  of Global  Crossing,  Ltd. The
access lines are in New York, Minnesota, Iowa, Wisconsin, Pennsylvania, Alabama,
Georgia, Michigan, Illinois, Mississippi and Indiana. The transaction is subject
to  various  state  and  federal  regulatory  approvals  and is  expected  to be
completed in the second half of 2001.  The Frontier  Acquisition is not included
in these pro forma financial statements.

The following  unaudited pro forma condensed combined  financial  information of
Citizens Communications Company and the GTE Acquisitions,  which are referred to
as "Pro Forma Citizens Communications  Company," has been prepared to illustrate
the effects of the GTE Acquisitions and related  financing had it been completed
as of September 30, 2000 or at the beginning of the periods presented.  This pro
forma information does not give effect to the other pending acquisitions and the
related financing.  Citizens  Communications  Company has prepared the pro forma
financial  information  using  the  purchase  method  of  accounting.   Citizens
Communications  Company expects that it will continue to have increased expenses
until all acquisitions are fully integrated, and expects to achieve economies of
scale  through the acquired  properties  that will both  expedite its ability to
provide  new  and   differentiated   services  and  make  those   services  more
economically efficient. We expect that these acquisitions will therefore provide
us the  opportunity  to increase  revenue and decrease cost per access line. The
unaudited pro forma information does not reflect these future increased expenses
nor the expected economies of scale. Our regulated telecommunications operations
are subject to the  provisions  of Statement of Financial  Accounting  Standards
(SFAS) No. 71, "Accounting for the Effects of Certain Types of Regulation." SFAS
71 requires  regulated entities to record regulatory assets and liabilities as a
result of actions of  regulators.  We are  currently  evaluating  the  continued
applicability of SFAS 71. The operations acquired in the GTE Acquisition was not
accounted  for by GTE under SFAS 71 and we will  continue  to account  for these
properties as non-regulated entities pending the outcome of our evaluation.  The
pro  forma   information,   while   helpful  in   illustrating   the   financial
characteristics of the combined company,  does not attempt to predict or suggest
future results.  The pro forma information also does not attempt to show how the
combined  company would  actually have performed had the companies been combined
throughout  these periods.  If the companies had actually been combined in prior
periods,  these companies and businesses might have performed  differently.  You
should  not rely on pro forma  financial  information  as an  indication  of the
results that would have been  achieved if the GTE  Acquisitions  had taken place
earlier  or  the  future  results  that  the  companies  will  experience  after
completion of these  transactions.  These unaudited pro forma condensed combined
financial statements should be read in conjunction with the historical financial
statements of the GTE Acquisitions included in this document and incorporated by
reference in this document,  and the historical financial statements of Citizens
Communications Company incorporated by reference in this document.

<PAGE>
<TABLE>
<CAPTION>
                Citizens Communications Company and Subsidiaries
                           Proforma Balance Sheet Data
                            As of September 30, 2000
                                   (unaudited)

                                                                                 Proforma
                                                         Citizens      ----------------------------
(Amounts in thousands)                                   9/30/00         Adjustments       Adjusted
                                                 ---------------------------------------------------

<S>                                                     <C>                  <C>           <C>
Cash                                                    $ 45,963             $ -           $ 45,963
Accounts receivable, net                                 220,257               -            220,257
Other                                                    760,899               -            760,899
                                                 ---------------------------------------------------
  Total current assets                                 1,027,119               -          1,027,119

Net Property, Plant & Equipment                        3,255,120         113,149  (1)     3,368,269
Excess of Cost over Net Assets Acquired                  466,358         413,851  (1)       880,209

Investments                                              147,457        (147,457) (1)             -
Regulatory assets                                        181,800               -            181,800
Deferred debits and other assets                         172,301               -            172,301
Assets of discontinued operations                      1,169,898               -          1,169,898
                                                 ---------------------------------------------------
    Total assets                                     $ 6,420,053       $ 379,543        $ 6,799,596
                                                 ===================================================


Long-term debt due within one year                      $ 84,187             $ -           $ 84,187
Accounts payable and other current liabilities           306,803               -            306,803
                                                 ---------------------------------------------------
  Total current liabilities                              390,990               -            390,990

Deferred income taxes                                    433,993               -            433,993
Customer advances for contruction
  and contributions in aid of construction               190,395               -            190,395
Deferred credits and other liabilities                    70,845               -             70,845
Regulatory liabilities                                    25,251               -             25,251
Long-term debt                                         2,925,680         379,543  (1)     3,305,223
Liabilities of discontinued operations                   332,545               -            332,545
                                                 ---------------------------------------------------
  Total liabilities                                    4,369,699         379,543          4,749,242

Company Obligated Mandatorily Redeemable
 Convertible Preferred Securities *                      201,250               -            201,250
Minority interest in subsidiary                                -               -                  -

Shareholders' equity                                   1,849,104               -          1,849,104

                                                 ---------------------------------------------------
    Total liabilities and shareholders' equity       $ 6,420,053       $ 379,543        $ 6,799,596
                                                 ===================================================


*Represents securities of a subsidiary trust, the sole assets of which are securities of a subsidiary
partnership, substantially all the assets of which are convertible debentures of the Company.
</TABLE>

<PAGE>


                Citizens Communications Company and Subsidiaries
                         Proforma Income Statement Data
                  For the nine months ended September 30, 2000
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                       GTE                                Proforma
                                                     Citizens        Combined         GTE        ---------------------------
                                                      9/30/00        Entities      Minnesota     Adjustments       Adjusted
                                               ------------------------------------------------------------------------------
(Amounts in thousands - except per-share amounts)
<S>                                                <C>              <C>            <C>                <C>        <C>
  Revenue                                          $ 1,150,140      $  99,117      $ 56,962           $ -        $ 1,306,219
  Operating expenses                                   773,266         32,735 (7)    23,323             -            829,324
  Depreciation and amortization                        258,677         23,112           545        39,756  (2)       334,616
                                                             -              -             -        12,526  (3)
  Acquisition assimilation expenses                     24,130              -             -             -             24,130
                                               ------------------------------------------------------------------------------
  Income from operations                                94,067         43,270        33,094       (52,282)           118,149
  Investment and other income, net                      15,086              -             -       (16,486) (4)        (1,400)
  Minority interest                                     12,222              -             -             -             12,222
  Interest expense                                     116,288          2,548         1,686        44,324  (5)       164,846
  Income tax expense (benefit)                           2,298         16,687        12,687       (41,840) (6)       (10,168)
  Convertible preferred dividends                        4,657              -             -             -              4,657
                                               ------------------------------------------------------------------------------
  Income (loss) from continuing operations            $ (1,868)      $ 24,035      $ 18,721     $ (71,252)         $ (30,364)
                                               ==============================================================================

Weighted average shares outstanding
                    -Basic                             263,725                                                       263,725
                   -Diluted                            268,042                                                       268,042

Income (loss) from continuing operations per share
                    -Basic                             $ (0.01)                                                      $ (0.12)
                   -Diluted                            $ (0.01)                                                      $ (0.11)

</TABLE>
<PAGE>


                NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS


(1) Reflects the use of proceeds from the sales of  investments  and issuance of
long-term  debt at an  assumed  interest  rate of  7.8%  to fund  the  aggregate
purchase price of the GTE  Acquisitions.  For purposes of the  accompanying  pro
forma combined  financial  statements,  we have recorded the acquired assets and
assets to be acquired at their historical carrying values and have reflected the
excess of cost over such amounts as excess of cost over net assets acquired. The
final  allocation  of purchase  price to assets and  liabilities  acquired  will
depend upon the final purchase  prices and the final estimates of fair values of
assets and  liabilities  as of the various  closing dates.  We are undertaking a
study to  determine  the fair values of assets  acquired  and will  allocate the
purchase price  accordingly.  We believe that the excess of cost over historical
net assets acquired and to be acquired will be allocated to property,  plant and
equipment, goodwill and other identifiable intangibles. However, there can be no
assurance that the actual allocation will not differ  significantly from the pro
forma allocation.

(2) Reflects the amortization  expense of the excess of cost over historical net
assets acquired in the GTE acquisition by use of the  straight-line  method over
15 years.  Should the  allocation  of such  excess of cost over  historical  net
assets  acquired  differ  significantly  as  described  in Note 1,  amortization
expense could increase since the depreciable lives of assets other than goodwill
may be shorter.

(3) Represents an adjustment for depreciation expense related to GTE Minnesota.

(4)  Represents  the  elimination  of  investment  income  associated  with  the
investment portfolio used to partially fund the GTE Acquisition.

(5) Represents the effect of the  transaction on interest  expense since January
1.

(6)  Adjustments  to income taxes based on income  before income taxes using the
applicable incremental income tax rate.

(7) During the nine months ended  September  30, 2000 the GTE combined  entities
recorded a $9 million credit to operating expenses.  The credit resulted from an
adjustment to a 1999 estimated obligation for pension lump sum settlements. This
credit is not expected to have a continuing impact on our operations.

<PAGE>




                              GTE combined entities
               (wholly owned properties of Verizon Communications)

                          Combined Financial Statements

                               September 30, 2000
<PAGE>


                              GTE COMBINED ENTITIES
               (wholly owned properties of Verizon Communications)
                             COMBINED BALANCE SHEETS
                    DECEMBER 31, 1999 AND SEPTEMBER 30, 2000
                                   (in $000's)
<TABLE>
<CAPTION>


                                                                       2000         1999
                                                                    ----------   ----------
ASSETS
Current assets:
<S>                                                                  <C>           <C>
    Receivables, net of allowance for doubtful                       $ 20,698      $ 31,508
       accounts $907 and $1,926
    Other                                                               1,130         2,767
                                                                    ----------   ----------
       Total current assets                                            21,828        34,275
                                                                    ----------   ----------
Property, plant and equipment, net                                    104,317       141,916
Pension assets in excess of projected benefit obligations              22,471        22,090
Other assets                                                              525           648
                                                                    ----------   ----------
Total assets                                                        $ 149,141     $ 198,929
                                                                    ==========   ==========
LIABILITIES AND PARENT FUNDING
Current liabilities:
    Accounts payable                                                  $ 4,668       $ 5,332
    Accrued expenses                                                   16,223        15,426
                                                                    ----------   ----------
       Total current liabilities                                       20,891        20,758
                                                                    ----------   ----------
Post retirement benefit obligations                                     9,026        12,888
Other liabilities                                                         187           545
                                                                    ----------   ----------
       Total liabilities                                               30,104        34,191
                                                                    ----------   ----------
Parent funding                                                        119,037       164,738
                                                                    ----------   ----------
Total liabilities and parent funding                                $ 149,141     $ 198,929
                                                                    ==========   ==========


See the accompanying notes to the combined financial statements
</TABLE>

<PAGE>


                              GTE COMBINED ENTITIES
              (wholly owned properties of Verizon Communications)
                          COMBINED STATEMENTS OF INCOME
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                  (in $000's)
<TABLE>
<CAPTION>



                                                                  2000        1999
                                                                --------    --------
REVENUES AND SALES
<S>                                                             <C>         <C>
     Local services                                             $ 43,818    $ 45,921
     Network access services                                      40,593      48,645
     Toll services                                                 4,560       4,353
     Other services and sales                                     10,146      11,907
                                                                --------    --------
          Total revenues and sales                                99,117     110,826
                                                                --------    --------

OPERATING COSTS AND EXPENSES
     Cost of services and sales                                   28,503      35,571
     Selling, general and administrative                           4,232      13,642
     Depreciation and amortization                                23,112      25,278
                                                                --------    --------
          Total operating costs and expenses                      55,847      74,491
                                                                --------    --------
OPERATING INCOME                                                  43,270      36,335

OTHER EXPENSE
      Interest - net                                               2,548       4,032
                                                                --------    --------
INCOME BEFORE INCOME TAXES                                        40,722      32,303
      Income taxes                                                16,687      12,895
                                                                --------    --------
NET INCOME                                                      $ 24,035    $ 19,408
                                                                ========    ========

See the accompanying notes to the combined financial statements
</TABLE>

<PAGE>

                              GTE COMBINED ENTITIES
               (wholly owned properties of Verizon Communications)
                        COMBINED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (in $000's)
<TABLE>
<CAPTION>

                                                                                    2000            1999
                                                                                ----------      ----------
OPERATIONS
<S>                                                                              <C>             <C>
       Net income                                                                $ 24,035        $ 19,404
       Adjustments to reconcile net income
           to net cash from operations:
           Depreciation and amortization                                           23,112          25,277
           Provision for uncollectible accounts                                      (524)             63
           Change in current assets and current liabilities:
               Receivables - gross                                                  6,380          (2,709)
               Other current assets                                                 1,566           2,152
               Accounts payable                                                      (664)          4,041
               Accrued expenses                                                       517             (20)
           Other - net                                                             (7,239)          3,461
                                                                                ----------      ----------
           Net cash provided from operations                                     $ 47,183        $ 51,669
                                                                                ----------      ----------
INVESTING
       Capital expenditures                                                       (15,363)        (18,617)
                                                                                ----------      ----------
           Net cash used in investing activities                                $ (15,363)      $ (18,617)
                                                                                ----------      ----------
FINANCING
       Change in parent funding                                                   (31,820)        (33,052)
                                                                                ----------      ----------
           Net cash provided from financing activities                          $ (31,820)      $ (33,052)
                                                                                ----------      ----------
Decrease in cash and cash equivalents                                                   -               -
Cash and cash equivalents:
       Beginning of year                                                                -               -
                                                                                ----------      ----------
       End of year                                                                    $ -             $ -
                                                                                ==========      ==========
Supplemental disclosure of cashflow information - Noncash transactions
       Nebraska net assets offset against parent's funding                      $   35,236            $ -
                                                                                ==========      ==========

</TABLE>

See the accompanying notes to the combined financial statements


<PAGE>
(1)  Basis  of  Presentation

     The  accompanying  unaudited  combined  financial  statements  include  the
     accounts of GTE Combined Entities and have been prepared in conformity with
     generally  accepted   accounting   principles.   These  unaudited  combined
     financial  statements  should be read in conjunction  with the 1999 audited
     combined  financial  statements  and  notes  thereto  of the  GTE  Combined
     Entities.   These  unaudited  combined  financial  statements  include  all
     adjustments,  which  consist of normal  recurring  accruals,  necessary  to
     present  fairly  the  results  for  the  interim  periods  shown.   Certain
     information  and  footnote  disclosures  have been  condensed  pursuant  to
     Securities and Exchange  Commission rules and regulations.  The results for
     the interim periods are not necessarily  indicative of results for the full
     year.


(2)  Bell Atlantic - GTE Merger

     On June 30, 2000,  Bell Atlantic and GTE completed a merger of equals under
     a definitive  merger  agreement dated July 27, 1998. Under the terms of the
     agreement,  GTE became a wholly-owned subsidiary of Bell Atlantic. With the
     closing of the merger, the combined company began doing business as Verizon
     Communications. The merger had no impact on the financial statements of the
     GTE Combined Entities presented herein.

(3)  Employee Pension Plans

     During the nine months  ended  September  30,  2000,  selling,  general and
     administrative costs significantly decreased as compared to the nine months
     ended September 30, 1999. The decrease was primarily the result of a pretax
     gain associated with lump-sum settlements of pension obligations for former
     employees electing deferred vested pension cash-outs.  These employees were
     terminated  during  1999  and in 1999 GTE  Combined  Entities  recorded  an
     estimated obligation to pay out the lump sum settlements.  However,  during
     the nine  months  ended  September  30,  2000,  the GTE  Combined  Entities
     adjusted  downward the obligation  recorded  during fiscal year 1999 due to
     the fact that not all the  employees  expected to elect to receive lump sum
     settlements  so elected.  As such,  the GTE  Combined  Entities  reversed a
     portion of the accrual set up in 1999 for such termination  settlements and
     recognized  a pretax gain of  approximately  $9 million in the period ended
     September  30,  2000,  which  amount was  recorded  as a credit to selling,
     general and administrative costs.


(4)  Sale of the Nebraska Property

     On  June  30,  2000,  pursuant  to a  definitive  agreement  with  Citizens
     Communications  Company dated September 21, 1999, GTE completed the sale of
     its switched  access lines in Nebraska for cash  proceeds of  approximately
     $204.0 million. Under the terms of the agreement,  Citizens  Communications
     Company purchased the telephone plant, earned end-user accounts receivable,
     material  and  supplies  inventories,  non-regulated  construction  work in
     process associated with the switched access lines, a portion of the pension
     plan assets, and the transfer of certain liabilities, including obligations
     under employee benefit plans, and certain leases and contracts. Liabilities
     that will be retained by GTE include debt,  accounts payable and income tax
     liabilities. With the completion of the sale, the combined balance sheet as
     of September  30, 2000 does not reflect the assets and  liabilities  of the
     Nebraska  property,  except for the liabilities noted above.  Additionally,
     the combined  statements of income and cash flows for the nine month period
     ended  September  30, 2000  includes the results for the Nebraska  property
     from January 1, 2000 through the date of disposition  (June 30, 2000).  For
     the  three  months  ended   September   30,  1999,   Nebraska   contributed
     approximately $9,374,000 in revenues and $3,279,000 in operating income.




<PAGE>
                        Contel of Minnesota, Incorporated

                       Unaudited Statements of Income for

               For the eight months ended August 31, 2000 and 1999


<PAGE>
                        CONTEL OF MINNESOTA
                  STATEMENTS OF INCOME (unaudited)

<TABLE>
<CAPTION>

                                                     Eight Months Ended
                                                  August            August
                                                   2000              1999
                                                ----------------------------
                                                   (Thousands of Dollars)
REVENUE AND SALES
<S>                                                 <C>              <C>
      Local services                                26,779           24,662
      Network access services                       27,083           26,150
      Toll services                                     15                -
      Other services and sales                       3,085            5,777
                                                ----------------------------
          Total revenue and sales                   56,962           56,589

OPERATING COSTS AND EXPENSES                        23,868           21,195

OPERATING INCOME                                    33,094           35,394

OTHER EXPENSE
      Interest - net                                 1,686            1,659
                                                ----------------------------
INCOME BEFORE INCOME TAXES                          31,408           33,735
      Income taxes                                  12,687           13,842
                                                ----------------------------
INCOME BEFORE EXTRAORDINARY ITEMS                   18,721           19,893
      Extraordinary items                              (16)               -
                                                ----------------------------
NET INCOME                                          18,705           19,893
                                                ============================
</TABLE>


<PAGE>
                               Contel of Minnesota
                    Footnotes to Condensed Income Statements
                   For the eight months ended August 31, 2000



(1) BASIS OF PRESENTATION
The accompanying unaudited condensed income statements include the operations of
the  Minnesota  property and have been  prepared in  conformity  with  generally
accepted  accounting  principles.  These unaudited  condensed income  statements
should  be read  in  conjunction  with  the  1999  audited  condensed  financial
statements  and notes  thereto  of Contel of  Minnesota,  Inc.  These  unaudited
condensed income  statements  include all  adjustments,  which consist of normal
recurring  accruals,  necessary  to present  fairly the  results for the interim
periods shown.  Certain information and footnote disclosures have been condensed
pursuant to  Securities  and  Exchange  Commission  rules and  regulations.  The
results for the interim  periods are not  necessarily  indicative of results for
the full year.

(2) BELL ATLANTIC - GTE MERGER
On June 30, 2000,  Bell  Atlantic  and GTE  completed a merger of equals under a
definitive  merger  agreement  dated  July  27,  1998.  Under  the  terms of the
agreement,  GTE became a  wholly-owned  subsidiary  of Bell  Atlantic.  With the
closing of the merger,  the condensed  company  began doing  business as Verizon
Communications.  The merger had no impact on the income  statements of Contel of
Minnesota, Inc. presented herein.

(3) SALE OF CONTEL OF MINNESOTA
On  August  31,  2000,   pursuant  to  a  definitive   agreement  with  Citizens
Communications Company,  Verizon completed the sale ot its switched access lines
in Minnesota.
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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:
                                November 30, 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        (Commission File Number)          (IRS Employer
jurisdiction of                                  Identification incorporation)
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)
Item 7. Financial Statements, Exhibits.

(a) Financial Statements of Businesses acquired

*GTE  Combined  Entities  for the  nine  months  ended  September  30,  2000 and
1999(unaudited)
*Contel of  Minnesota,  Inc.  for the eight  months  ended  August 31,  2000 and
1999(unaudited)

(b) Pro forma Financial Information

* Pro  forma  Balance  Sheet  as of  September  30,  2000 and Pro  forma  Income
Statements  for the nine months ended  September 30, 2000.
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/ Livingston E. Ross
                         -------------------------------
                               Livingston E. Ross
                       Vice President, Reporting and Audit
                             Date: February 13, 2001
PROFORMA FINANCIAL INFORMATION

On May 27, September 21, and December 16, 1999, we announced that we had entered
into definitive agreements to purchase from Verizon Communications, formerly GTE
Corp., approximately 366,000 telephone access lines (as of December 31, 1999) in
Arizona,  California,  Illinois,  Minnesota and Nebraska(GTE  Acquisitions)  for
approximately  $1.171 billion in cash. The  acquisitions  are subject to various
state and federal  regulatory  approvals.  The Nebraska and Minnesota  purchases
closed  on June  30,  2000  and  August  31, 2000,  respectively.  The  Illinois
transaction  closed on  November  30, 2000.  The  attached  pro forma  financial
statements  include the effect of all the GTE  Acquisitions  to  illustrate  the
financial  characteristics  of  the  entire  transaction.  We  expect  that  the
remainder of these transactions will close throughout the next 6 months.

On June 16,  1999,we  announced  that we had entered into a series of definitive
agreements to purchase from Qwest Communications, formerly US West approximately
545,000  telephone access lines (as of December 31, 1999) in Arizona,  Colorado,
Idaho, Iowa,  Minnesota,  Montana,  Nebraska,  North Dakota and Wyoming (US West
Acquisitions)  for  approximately  $1.65 billion in cash. The  acquisitions  are
subject to various  state and federal  regulatory  approvals.  The North  Dakota
purchase  closed on October  31,  2000.  We expect that the  remainder  of these
transactions  will close  throughout the next two years. The US West Acquisition
is not included in these pro forma financial statements.

On July 12, 2000, we announced that we had agreed to acquire  approximately  1.1
million  telephone  access lines for $3.65  billion,  including  $136 million in
debt,  through the purchase of Frontier  (the Frontier  Acquisition),  the trade
name of the local  exchange  carrier  operations  of Global  Crossing,  Ltd. The
access lines are in New York, Minnesota, Iowa, Wisconsin, Pennsylvania, Alabama,
Georgia, Michigan, Illinois, Mississippi and Indiana. The transaction is subject
to  various  state  and  federal  regulatory  approvals  and is  expected  to be
completed in the second half of 2001.  The Frontier  Acquisition is not included
in these pro forma financial statements.

The following  unaudited pro forma condensed combined  financial  information of
Citizens Communications Company and the GTE Acquisitions,  which are referred to
as "Pro Forma Citizens Communications  Company," has been prepared to illustrate
the effects of the GTE Acquisitions and related  financing had it been completed
as of September 30, 2000 or at the beginning of the periods presented.  This pro
forma information does not give effect to the other pending acquisitions and the
related financing.  Citizens  Communications  Company has prepared the pro forma
financial  information  using  the  purchase  method  of  accounting.   Citizens
Communications  Company expects that it will continue to have increased expenses
until all acquisitions are fully integrated, and expects to achieve economies of
scale  through the acquired  properties  that will both  expedite its ability to
provide  new  and   differentiated   services  and  make  those   services  more
economically efficient. We expect that these acquisitions will therefore provide
us the  opportunity  to increase  revenue and decrease cost per access line. The
unaudited pro forma information does not reflect these future increased expenses
nor the expected economies of scale. Our regulated telecommunications operations
are subject to the  provisions  of Statement of Financial  Accounting  Standards
(SFAS) No. 71, "Accounting for the Effects of Certain Types of Regulation." SFAS
71 requires  regulated entities to record regulatory assets and liabilities as a
result of actions of  regulators.  We are  currently  evaluating  the  continued
applicability of SFAS 71. The operations acquired in the GTE Acquisition was not
accounted  for by GTE under SFAS 71 and we will  continue  to account  for these
properties as non-regulated entities pending the outcome of our evaluation.  The
pro  forma   information,   while   helpful  in   illustrating   the   financial
characteristics of the combined company,  does not attempt to predict or suggest
future results.  The pro forma information also does not attempt to show how the
combined  company would  actually have performed had the companies been combined
throughout  these periods.  If the companies had actually been combined in prior
periods,  these companies and businesses might have performed  differently.  You
should  not rely on pro forma  financial  information  as an  indication  of the
results that would have been  achieved if the GTE  Acquisitions  had taken place
earlier  or  the  future  results  that  the  companies  will  experience  after
completion of these  transactions.  These unaudited pro forma condensed combined
financial statements should be read in conjunction with the historical financial
statements of the GTE Acquisitions included in this document and incorporated by
reference in this document,  and the historical financial statements of Citizens
Communications Company incorporated by reference in this document.
Citizens Communications Company and Subsidiaries
                           Proforma Balance Sheet Data
                            As of September 30, 2000
                                   (unaudited)

                                                                                 Proforma
                                                         Citizens      ----------------------------
(Amounts in thousands)                                   9/30/00         Adjustments       Adjusted
                                                 ---------------------------------------------------
Cash                                                    $ 45,963             $ -           $ 45,963
Accounts receivable, net                                 220,257               -            220,257
Other                                                    760,899               -            760,899
                                                 ---------------------------------------------------
  Total current assets                                 1,027,119               -          1,027,119

Net Property, Plant & Equipment                        3,255,120         113,149  (1)     3,368,269
Excess of Cost over Net Assets Acquired                  466,358         413,851  (1)       880,209

Investments                                              147,457        (147,457) (1)             -
Regulatory assets                                        181,800               -            181,800
Deferred debits and other assets                         172,301               -            172,301
Assets of discontinued operations                      1,169,898               -          1,169,898
                                                 ---------------------------------------------------
    Total assets                                     $ 6,420,053       $ 379,543        $ 6,799,596
                                                 ===================================================

Long-term debt due within one year                      $ 84,187             $ -           $ 84,187
Accounts payable and other current liabilities           306,803               -            306,803
                                                 ---------------------------------------------------
  Total current liabilities                              390,990               -            390,990

Deferred income taxes                                    433,993               -            433,993
Customer advances for contruction
  and contributions in aid of construction               190,395               -            190,395
Deferred credits and other liabilities                    70,845               -             70,845
Regulatory liabilities                                    25,251               -             25,251
Long-term debt                                         2,925,680         379,543  (1)     3,305,223
Liabilities of discontinued operations                   332,545               -            332,545
                                                 ---------------------------------------------------
  Total liabilities                                    4,369,699         379,543          4,749,242

Company Obligated Mandatorily Redeemable
 Convertible Preferred Securities *                      201,250               -            201,250
Minority interest in subsidiary                                -               -                  -

Shareholders' equity                                   1,849,104               -          1,849,104

                                                 ---------------------------------------------------
    Total liabilities and shareholders' equity       $ 6,420,053       $ 379,543        $ 6,799,596
                                                 ===================================================

*Represents securities of a subsidiary trust, the sole assets of which are securities of a subsidiary
partnership, substantially all the assets of which are convertible debentures of the Company.
Citizens Communications Company and Subsidiaries
                         Proforma Income Statement Data
                  For the nine months ended September 30, 2000
                                   (unaudited)
GTE                                Proforma
                                                     Citizens        Combined         GTE        ---------------------------
                                                      9/30/00        Entities      Minnesota     Adjustments       Adjusted
                                               ------------------------------------------------------------------------------
(Amounts in thousands - except per-share amounts)
Revenue                                          $ 1,150,140      $  99,117      $ 56,962           $ -        $ 1,306,219
  Operating expenses                                   773,266         32,735 (7)    23,323             -            829,324
  Depreciation and amortization                        258,677         23,112           545        39,756  (2)       334,616
                                                             -              -             -        12,526  (3)
  Acquisition assimilation expenses                     24,130              -             -             -             24,130
                                               ------------------------------------------------------------------------------
  Income from operations                                94,067         43,270        33,094       (52,282)           118,149
  Investment and other income, net                      15,086              -             -       (16,486) (4)        (1,400)
  Minority interest                                     12,222              -             -             -             12,222
  Interest expense                                     116,288          2,548         1,686        44,324  (5)       164,846
  Income tax expense (benefit)                           2,298         16,687        12,687       (41,840) (6)       (10,168)
  Convertible preferred dividends                        4,657              -             -             -              4,657
                                               ------------------------------------------------------------------------------
  Income (loss) from continuing operations            $ (1,868)      $ 24,035      $ 18,721     $ (71,252)         $ (30,364)
                                               ==============================================================================

Weighted average shares outstanding
                    -Basic                             263,725                                                       263,725
                   -Diluted                            268,042                                                       268,042

Income (loss) from continuing operations per share
                    -Basic                             $ (0.01)                                                      $ (0.12)
                   -Diluted                            $ (0.01)                                                      $ (0.11)
NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS

(1) Reflects the use of proceeds from the sales of  investments  and issuance of
long-term  debt at an  assumed  interest  rate of  7.8%  to fund  the  aggregate
purchase price of the GTE  Acquisitions.  For purposes of the  accompanying  pro
forma combined  financial  statements,  we have recorded the acquired assets and
assets to be acquired at their historical carrying values and have reflected the
excess of cost over such amounts as excess of cost over net assets acquired. The
final  allocation  of purchase  price to assets and  liabilities  acquired  will
depend upon the final purchase  prices and the final estimates of fair values of
assets and  liabilities  as of the various  closing dates.  We are undertaking a
study to  determine  the fair values of assets  acquired  and will  allocate the
purchase price  accordingly.  We believe that the excess of cost over historical
net assets acquired and to be acquired will be allocated to property,  plant and
equipment, goodwill and other identifiable intangibles. However, there can be no
assurance that the actual allocation will not differ  significantly from the pro
forma allocation.

(2) Reflects the amortization  expense of the excess of cost over historical net
assets acquired in the GTE acquisition by use of the  straight-line  method over
15 years.  Should the  allocation  of such  excess of cost over  historical  net
assets  acquired  differ  significantly  as  described  in Note 1,  amortization
expense could increase since the depreciable lives of assets other than goodwill
may be shorter.

(3) Represents an adjustment for depreciation expense related to GTE Minnesota.

(4)  Represents  the  elimination  of  investment  income  associated  with  the
investment portfolio used to partially fund the GTE Acquisition.

(5) Represents the effect of the  transaction on interest  expense since January
1.

(6)  Adjustments  to income taxes based on income  before income taxes using the
applicable incremental income tax rate.

(7) During the nine months ended  September  30, 2000 the GTE combined  entities
recorded a $9 million credit to operating expenses.  The credit resulted from an
adjustment to a 1999 estimated obligation for pension lump sum settlements. This
credit is not expected to have a continuing impact on our operations.
GTE combined entities
               (wholly owned properties of Verizon Communications)

                          Combined Financial Statements

                               September 30, 2000
GTE COMBINED ENTITIES
               (wholly owned properties of Verizon Communications)
                             COMBINED BALANCE SHEETS
                    DECEMBER 31, 1999 AND SEPTEMBER 30, 2000
                                   (in $000's)
2000         1999
                                                                    ----------   ----------
ASSETS
Current assets:
Receivables, net of allowance for doubtful                       $ 20,698      $ 31,508
       accounts $907 and $1,926
    Other                                                               1,130         2,767
                                                                    ----------   ----------
       Total current assets                                            21,828        34,275
                                                                    ----------   ----------
Property, plant and equipment, net                                    104,317       141,916
Pension assets in excess of projected benefit obligations              22,471        22,090
Other assets                                                              525           648
                                                                    ----------   ----------
Total assets                                                        $ 149,141     $ 198,929
                                                                    ==========   ==========
LIABILITIES AND PARENT FUNDING
Current liabilities:
    Accounts payable                                                  $ 4,668       $ 5,332
    Accrued expenses                                                   16,223        15,426
                                                                    ----------   ----------
       Total current liabilities                                       20,891        20,758
                                                                    ----------   ----------
Post retirement benefit obligations                                     9,026        12,888
Other liabilities                                                         187           545
                                                                    ----------   ----------
       Total liabilities                                               30,104        34,191
                                                                    ----------   ----------
Parent funding                                                        119,037       164,738
                                                                    ----------   ----------
Total liabilities and parent funding                                $ 149,141     $ 198,929
                                                                    ==========   ==========

See the accompanying notes to the combined financial statements
GTE COMBINED ENTITIES
              (wholly owned properties of Verizon Communications)
                          COMBINED STATEMENTS OF INCOME
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                  (in $000's)
2000        1999
                                                                --------    --------
REVENUES AND SALES
Local services                                             $ 43,818    $ 45,921
     Network access services                                      40,593      48,645
     Toll services                                                 4,560       4,353
     Other services and sales                                     10,146      11,907
                                                                --------    --------
          Total revenues and sales                                99,117     110,826
                                                                --------    --------

OPERATING COSTS AND EXPENSES
     Cost of services and sales                                   28,503      35,571
     Selling, general and administrative                           4,232      13,642
     Depreciation and amortization                                23,112      25,278
                                                                --------    --------
          Total operating costs and expenses                      55,847      74,491
                                                                --------    --------
OPERATING INCOME                                                  43,270      36,335

OTHER EXPENSE
      Interest - net                                               2,548       4,032
                                                                --------    --------
INCOME BEFORE INCOME TAXES                                        40,722      32,303
      Income taxes                                                16,687      12,895
                                                                --------    --------
NET INCOME                                                      $ 24,035    $ 19,408
                                                                ========    ========

See the accompanying notes to the combined financial statements
GTE COMBINED ENTITIES
               (wholly owned properties of Verizon Communications)
                        COMBINED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (in $000's)
2000            1999
                                                                                ----------      ----------
OPERATIONS
Net income                                                                $ 24,035        $ 19,404
       Adjustments to reconcile net income
           to net cash from operations:
           Depreciation and amortization                                           23,112          25,277
           Provision for uncollectible accounts                                      (524)             63
           Change in current assets and current liabilities:
               Receivables - gross                                                  6,380          (2,709)
               Other current assets                                                 1,566           2,152
               Accounts payable                                                      (664)          4,041
               Accrued expenses                                                       517             (20)
           Other - net                                                             (7,239)          3,461
                                                                                ----------      ----------
           Net cash provided from operations                                     $ 47,183        $ 51,669
                                                                                ----------      ----------
INVESTING
       Capital expenditures                                                       (15,363)        (18,617)
                                                                                ----------      ----------
           Net cash used in investing activities                                $ (15,363)      $ (18,617)
                                                                                ----------      ----------
FINANCING
       Change in parent funding                                                   (31,820)        (33,052)
                                                                                ----------      ----------
           Net cash provided from financing activities                          $ (31,820)      $ (33,052)
                                                                                ----------      ----------
Decrease in cash and cash equivalents                                                   -               -
Cash and cash equivalents:
       Beginning of year                                                                -               -
                                                                                ----------      ----------
       End of year                                                                    $ -             $ -
                                                                                ==========      ==========
Supplemental disclosure of cashflow information - Noncash transactions
       Nebraska net assets offset against parent's funding                      $   35,236            $ -
                                                                                ==========      ==========
See the accompanying notes to the combined financial statements
(1)  Basis  of  Presentation

     The  accompanying  unaudited  combined  financial  statements  include  the
     accounts of GTE Combined Entities and have been prepared in conformity with
     generally  accepted   accounting   principles.   These  unaudited  combined
     financial  statements  should be read in conjunction  with the 1999 audited
     combined  financial  statements  and  notes  thereto  of the  GTE  Combined
     Entities.   These  unaudited  combined  financial  statements  include  all
     adjustments,  which  consist of normal  recurring  accruals,  necessary  to
     present  fairly  the  results  for  the  interim  periods  shown.   Certain
     information  and  footnote  disclosures  have been  condensed  pursuant  to
     Securities and Exchange  Commission rules and regulations.  The results for
     the interim periods are not necessarily  indicative of results for the full
     year.

(2)  Bell Atlantic - GTE Merger

     On June 30, 2000,  Bell Atlantic and GTE completed a merger of equals under
     a definitive  merger  agreement dated July 27, 1998. Under the terms of the
     agreement,  GTE became a wholly-owned subsidiary of Bell Atlantic. With the
     closing of the merger, the combined company began doing business as Verizon
     Communications. The merger had no impact on the financial statements of the
     GTE Combined Entities presented herein.

(3)  Employee Pension Plans

     During the nine months  ended  September  30,  2000,  selling,  general and
     administrative costs significantly decreased as compared to the nine months
     ended September 30, 1999. The decrease was primarily the result of a pretax
     gain associated with lump-sum settlements of pension obligations for former
     employees electing deferred vested pension cash-outs.  These employees were
     terminated  during  1999  and in 1999 GTE  Combined  Entities  recorded  an
     estimated obligation to pay out the lump sum settlements.  However,  during
     the nine  months  ended  September  30,  2000,  the GTE  Combined  Entities
     adjusted  downward the obligation  recorded  during fiscal year 1999 due to
     the fact that not all the  employees  expected to elect to receive lump sum
     settlements  so elected.  As such,  the GTE  Combined  Entities  reversed a
     portion of the accrual set up in 1999 for such termination  settlements and
     recognized  a pretax gain of  approximately  $9 million in the period ended
     September  30,  2000,  which  amount was  recorded  as a credit to selling,
     general and administrative costs.

(4)  Sale of the Nebraska Property

     On  June  30,  2000,  pursuant  to a  definitive  agreement  with  Citizens
     Communications  Company dated September 21, 1999, GTE completed the sale of
     its switched  access lines in Nebraska for cash  proceeds of  approximately
     $204.0 million. Under the terms of the agreement,  Citizens  Communications
     Company purchased the telephone plant, earned end-user accounts receivable,
     material  and  supplies  inventories,  non-regulated  construction  work in
     process associated with the switched access lines, a portion of the pension
     plan assets, and the transfer of certain liabilities, including obligations
     under employee benefit plans, and certain leases and contracts. Liabilities
     that will be retained by GTE include debt,  accounts payable and income tax
     liabilities. With the completion of the sale, the combined balance sheet as
     of September  30, 2000 does not reflect the assets and  liabilities  of the
     Nebraska  property,  except for the liabilities noted above.  Additionally,
     the combined  statements of income and cash flows for the nine month period
     ended  September  30, 2000  includes the results for the Nebraska  property
     from January 1, 2000 through the date of disposition  (June 30, 2000).  For
     the  three  months  ended   September   30,  1999,   Nebraska   contributed
     approximately $9,374,000 in revenues and $3,279,000 in operating income.
Contel of Minnesota, Incorporated

                       Unaudited Statements of Income for

               For the eight months ended August 31, 2000 and 1999
CONTEL OF MINNESOTA
                  STATEMENTS OF INCOME (unaudited)
Eight Months Ended
                                                  August            August
                                                   2000              1999
                                                ----------------------------
                                                   (Thousands of Dollars)
REVENUE AND SALES
Local services                                26,779           24,662
      Network access services                       27,083           26,150
      Toll services                                     15                -
      Other services and sales                       3,085            5,777
                                                ----------------------------
          Total revenue and sales                   56,962           56,589

OPERATING COSTS AND EXPENSES                        23,868           21,195

OPERATING INCOME                                    33,094           35,394

OTHER EXPENSE
      Interest - net                                 1,686            1,659
                                                ----------------------------
INCOME BEFORE INCOME TAXES                          31,408           33,735
      Income taxes                                  12,687           13,842
                                                ----------------------------
INCOME BEFORE EXTRAORDINARY ITEMS                   18,721           19,893
      Extraordinary items                              (16)               -
                                                ----------------------------
NET INCOME                                          18,705           19,893
                                                ============================
Contel of Minnesota
                    Footnotes to Condensed Income Statements
                   For the eight months ended August 31, 2000

(1) BASIS OF PRESENTATION
The accompanying unaudited condensed income statements include the operations of
the  Minnesota  property and have been  prepared in  conformity  with  generally
accepted  accounting  principles.  These unaudited  condensed income  statements
should  be read  in  conjunction  with  the  1999  audited  condensed  financial
statements  and notes  thereto  of Contel of  Minnesota,  Inc.  These  unaudited
condensed income  statements  include all  adjustments,  which consist of normal
recurring  accruals,  necessary  to present  fairly the  results for the interim
periods shown.  Certain information and footnote disclosures have been condensed
pursuant to  Securities  and  Exchange  Commission  rules and  regulations.  The
results for the interim  periods are not  necessarily  indicative of results for
the full year.

(2) BELL ATLANTIC - GTE MERGER
On June 30, 2000,  Bell  Atlantic  and GTE  completed a merger of equals under a
definitive  merger  agreement  dated  July  27,  1998.  Under  the  terms of the
agreement,  GTE became a  wholly-owned  subsidiary  of Bell  Atlantic.  With the
closing of the merger,  the condensed  company  began doing  business as Verizon
Communications.  The merger had no impact on the income  statements of Contel of
Minnesota, Inc. presented herein.

(3) SALE OF CONTEL OF MINNESOTA
On  August  31,  2000,   pursuant  to  a  definitive   agreement  with  Citizens
Communications Company,  Verizon completed the sale ot its switched access lines
in Minnesota.