SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                   Delaware                          06-0619596
   (State or other jurisdiction of          (I.R.S. Employer Identification No.)
   incorporation or organization)
            High Ridge Park, Bldg. No. 3, Stamford, Connecticut 06905
               (Address of Principal Executive Offices) (Zip Code)


             Citizens Utilities Company Employee Stock Purchase Plan
                            (Full title of the plan)


                               Robert J. DeSantis
              Chief Financial Officer, Vice President and Treasurer
                           Citizens Utilities Company
                                 High Ridge Park
                                  P.O. Box 3801
                           Stamford, Connecticut 06905
                     (Name and address of agent for service)


                                 (203) 329-5600
                     (Telephone number, including area code,
                              of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                            <C>                  <C>                   <C>                     <C>    

============================== ==================== ===================== ======================= ================
Title of Securities to Be      Amount to Be         Proposed Maximum      Proposed Maximum        Amount of
Registered                     Registered (1)       Offering Price Per    Aggregate Offering      Registration
                                                    Share (1)             Price (1)               Fee (1)
============================== ==================== ===================== ======================= ================
Common Stock, par value $.25   2,500,000            $7.875                $19,687,500             $5,474
per Share Interests
============================== ==================== ===================== ======================= ================
(1)      Estimated solely for the purpose of calculating the  registration  fee.
         Calculated  under Rule 457(h)  with  respect to the  estimated  maximum
         number of registrant's  securities  issuable under the Plan and a price
         per share of $7 7/8, the average of the reported high and low prices on
         the New York Stock Exchange on January 26, 1999.

         Pursuant to General  Instruction  E. to Form S-8 and Rule 429 under the
         Securities Act of 1933, the Prospectus to be delivered pursuant to this
         Registration  Statement will be a combined  prospectus relating also to
         (i) the shares  registered  hereunder and (ii) to the remaining  unsold
         shares  registered under  Registration  Statement No. 33-54376 filed on
         November 9, 1992. The  Post-Effective  Amendment shall become effective
         upon filing in accordance  with Section 8(c) of the  Securities  Act of
         1933 and Rule 464 promulgated thereunder.

(2)      This  Registration  Statement  shall  be  deemed  to  cover  additional
         securities  to be issued in  connection  with, or as a result of, stock
         splits, stock dividends, distributions of securities, recapitalizations
         and similar transactions.

</TABLE>


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of documents by reference
                  _______________________________________

         The following  documents filed by Citizens Utilities Company ("Company"
or  "Citizens")  with the  Securities  and  Exchange  Commission  ("Commission")
pursuant to the  Securities  Exchange  Act of 1934  ("Exchange  Act") are hereby
incorporated by reference in this Registration Statement:

         1. The Company's Annual Report on Form 10-K for the year ended December
            31, 1997, as supplemented.

         2. The  Company's  Quarterly  Reports on Form 10-Q for the fiscal
            quarters ended March 31, June 30, and September 30, 1998.

         3. The Company's  Current  Reports on Form 8-K filed on March 13,
            April 7, May 6, May 19, August 14, and November 10, 1998.

         All documents filed by Citizens pursuant to Section 13(a), 13(c), 14 or
15(d) of the  Exchange  Act after the date of this  Registration  Statement  and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered have been sold or which  de-registers  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

         The Company will provide  without  charge to each person to whom a copy
of the  material  describing  the Plan is  delivered,  upon the  written or oral
request, a copy of each document  incorporated by reference in Item 3 of Part II
of the  Registration  Statement (not  including the exhibits to such  documents,
unless  such  exhibits  are  specifically  incorporated  by  reference  in  such
documents).  Such  documents  are  incorporated  by reference  in the  documents
comprising the prospectus.  The Company will also provide  without charge,  upon
written or oral request,  copies of other documents  required to be delivered to
participants  pursuant to Rule 428(b) under the Securities Act of 1933. Requests
for such copies should be directed to Citizens  Utilities  Company,  1996 Equity
Incentive Plan,  Corporate Human Resources,  Citizens  Utilities  Company,  High
Ridge Park, Bldg. No. 3, Stamford, Connecticut, 06905 (203-614-5600).

Item 4.       Description of Securities
              _________________________

         The  Company's  Common  Stock is  registered  under  Section  12 of the
         Exchange Act.

Item 5.       Interests of Named Experts and Counsel
              ______________________________________

         None.

Item 6.       Indemnification of Directors and Officers
              _________________________________________

         Citizens,  being  incorporated  under the Delaware General  Corporation
Law, is empowered by Section 145 of such law to indemnify officers and directors
against  certain  expenses,  liabilities  and  payments,  including  liabilities
arising under the Securities Act of 1933,  (the "Act") as therein  provided.  In
addition,  Citizens' By-Laws 24 and 24A and a resolution adopted by the Board of
Directors  in  connection  with the issuance of certain  securities  of Citizens
provide  for  indemnification  of  specified  persons,  including  officers  and
directors of Citizens, for liabilities,  including those arising under said Act,
as  provided  in said  By-Laws  and  resolution.  Generally,  By-Laws 24 and 24A
provide that, to the fullest extent permitted by applicable law,  Citizens shall
indemnify and hold harmless,  among others,  any officer or director of Citizens
or any other  entity for which he or she is acting at the  request of  Citizens,
from and against any loss,  damage or claim incurred by such person by reason of
any act or omission  performed or omitted by such person in good faith on behalf
of Citizens  and in a manner such person  reasonably  believed to be in the best
interests of Citizens.  Such By-Laws,  generally speaking, also provide that, to
the fullest extent permitted by applicable law, expenses  (including legal fees)
incurred by a person in defending  against any such liability  shall be advanced
by  Citizens  subject  to  specified   conditions.   Citizens'   Certificate  of
Incorporation  further  provides that no director shall be liable to Citizens or
its  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director, with stated exceptions.

         Insurance  is  maintained  providing  coverage  for the Company and its
subsidiaries  against  obligations  incurred as a result of  indemnification  of
officers and directors. The coverage also insures the officers and directors for
a  liability  against  which they may not be  indemnified  by the Company or its
subsidiaries but excludes specified dishonest acts.
<PAGE>

Item 7.       Exemption from Registration Claimed
              ___________________________________

         Grants  of   Restricted   Stock  were  made  to   officers  in  private
transactions.  Securities  offered under the Plan are being registered under the
Act.

Item 8.  Exhibits
         ________


Exhibit No.                                               Description
___________                                               ___________

5                Opinion of Counsel as to legality of Common Stock being issued.

23.1             Consent of KPMG LLP.

23.2             Consent of Counsel (contained in Exhibit 5).

24               Powers of Attorney.

Item 9.       Undertakings
              ____________

         (a)  The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement;

                           (i)  To include any prospectus required by Section 10
(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
arising  after  the  effective  date of  the registration statement (or the most
recent   post-effective   amendment  thereof)  which,  individually  or  in  the
aggregate, represent a fundamental change in the information set  forth  in  the
registration statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not  exceed  that  which was registered) and any deviation from the low or
high and  of the estimated  maximum  offering  range  may  be  reflected  in the
form of  prospectus  filed  with the Commission  pursuant to  Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than 20 percent
change in the  maximum  aggregate offering price set forth in  the  "Calculation
of Registration  Fee" table in the effective registration statement; and

                           (iii)  To  include  any  material   information  with
respect to the plan of distribution not previously disclosed in the registration
statement  or any  material  change  to  such  information  in  the registration
statement.;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not  apply  if the  registration  statement  is on  Form  S-3 or  S-8,  and  the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934 (and,  where  applicable,  each  filing of the
Plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

<PAGE>






                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned, thereunder
duly authorized, in the City of Stamford, and State of Connecticut, on the 2nd
day of February, 1999.



                                        CITIZENS UTILITIES COMPANY


                                        By: /s/ Robert J. DeSantis
                                           _________________________
                                        Robert J. DeSantis
                                        Chief Financial Officer, Vice
                                        President and Treasurer




<PAGE>



         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
<S>                                                     <C>                                   <C>    

                     Signature                                      Title                          Date

/s/LEONARD TOW*                                              Chief Executive Officer,        February 2, 1999
_______________                                              Chairman of the Board, and         
(Leonard Tow)                                                    Director
                                                                  
                                                        
/s/ROBERT J. DESANTIS                                       Chief Financial Officer, Vice    February 2, 1999
____________________                                        President and Treasurer
(Robert J. DeSantis)
                                                                 
/s/LIVINGSTON ROSS                                               Controller                  February 2, 1999
__________________                           
(Livingston Ross)
                                                                  
/s/NORMAN I. BOTWINIK*                                           Director                    February 2, 1999
_____________________                                                                          
(Norman I. Botwinik)
                                                                  
/s/AARON I. FLEISHMAN                                            Director                    February 2, 1999                 
_____________________                                                                          
(Aaron I. Fleishman)
                                                                  
/s/JAMES C. GOODALE*                                             Director                    February 2, 1999
___________________
(James C. Goodale)
                                                                  
/s/STANLEY HARFENIST*                                            Director                    February 2, 1999
____________________                                                                            
(Stanley Harfenist)
                                                                  
/s/ANDREW N. HEINE*                                              Director                    February 2, 1999
__________________                                                                              
(Andrew N. Heine)
                                                                  
/s/JOHN L. SCHROEDER*                                            Director                    February 2, 1999
____________________                                             
(John L. Schroeder)
                                                                  
_______________                                                  Director                                                           
(Robert D. Siff)
                                                                 
/s/ROBERT A. STANGER*                                            Director                    February 2, 1999
___________________                                                                           
(Robert A. Stanger)
                                                                 Director                    
___________________________
(Charles H. Symington, Jr.)
                                                                 
/s/EDWIN TORNBERG*                                               Director                    February 2, 1999
________________                                                  
(Edwin Tornberg)
                                                                 
/s/CLAIRE TOW*                                                   Director                    February 2, 1999
________________
(Claire Tow)

</TABLE>

*By:/s/ Robert J. DeSantis
   ___________________________ 
         (Robert J. DeSantis)
         Attorney - in - Fact


<PAGE>




                  EXHIBIT INDEX

Exhibit No.                         Description
___________                         ___________

5                                   Opinion of Counsel

23.1                                Consent of KPMG LLP

24                                  Powers of Attorney
[{"type": "S-8", "sequence": "1", "description": "CITIZENS UTILITIES EMPLOYEE STOCK PURCHASE PLAN", "secsgml_size_bytes": 19270}]
{"company-data": {"conformed-name": "CITIZENS UTILITIES CO", "cik": "0000020520", "assigned-sic": "4931", "irs-number": "060619596", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71597", "film-number": "99519179"}, "business-address": {"street1": "HIGH RIDGE PK BLDG 3", "street2": "P O BOX 3801", "city": "STAMFORD", "state": "CT", "zip": "06905", "phone": "2033298800"}, "mail-address": {"street1": "HIGH RIDGE PARK BLDG NO 3", "city": "STAMFORD", "state": "CT", "zip": "06905"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                   Delaware                          06-0619596
   (State or other jurisdiction of          (I.R.S. Employer Identification No.)
   incorporation or organization)
            High Ridge Park, Bldg. No. 3, Stamford, Connecticut 06905
               (Address of Principal Executive Offices) (Zip Code)

             Citizens Utilities Company Employee Stock Purchase Plan
                            (Full title of the plan)

                               Robert J. DeSantis
              Chief Financial Officer, Vice President and Treasurer
                           Citizens Utilities Company
                                 High Ridge Park
                                  P.O. Box 3801
                           Stamford, Connecticut 06905
                     (Name and address of agent for service)

                                 (203) 329-5600
                     (Telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE
============================== ==================== ===================== ======================= ================
Title of Securities to Be      Amount to Be         Proposed Maximum      Proposed Maximum        Amount of
Registered                     Registered (1)       Offering Price Per    Aggregate Offering      Registration
                                                    Share (1)             Price (1)               Fee (1)
============================== ==================== ===================== ======================= ================
Common Stock, par value $.25   2,500,000            $7.875                $19,687,500             $5,474
per Share Interests
============================== ==================== ===================== ======================= ================
(1)      Estimated solely for the purpose of calculating the  registration  fee.
         Calculated  under Rule 457(h)  with  respect to the  estimated  maximum
         number of registrant's  securities  issuable under the Plan and a price
         per share of $7 7/8, the average of the reported high and low prices on
         the New York Stock Exchange on January 26, 1999.

         Pursuant to General  Instruction  E. to Form S-8 and Rule 429 under the
         Securities Act of 1933, the Prospectus to be delivered pursuant to this
         Registration  Statement will be a combined  prospectus relating also to
         (i) the shares  registered  hereunder and (ii) to the remaining  unsold
         shares  registered under  Registration  Statement No. 33-54376 filed on
         November 9, 1992. The  Post-Effective  Amendment shall become effective
         upon filing in accordance  with Section 8(c) of the  Securities  Act of
         1933 and Rule 464 promulgated thereunder.

(2)      This  Registration  Statement  shall  be  deemed  to  cover  additional
         securities  to be issued in  connection  with, or as a result of, stock
         splits, stock dividends, distributions of securities, recapitalizations
         and similar transactions.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of documents by reference
                  _______________________________________

         The following  documents filed by Citizens Utilities Company ("Company"
or  "Citizens")  with the  Securities  and  Exchange  Commission  ("Commission")
pursuant to the  Securities  Exchange  Act of 1934  ("Exchange  Act") are hereby
incorporated by reference in this Registration Statement:

         1. The Company's Annual Report on Form 10-K for the year ended December
            31, 1997, as supplemented.

         2. The  Company's  Quarterly  Reports on Form 10-Q for the fiscal
            quarters ended March 31, June 30, and September 30, 1998.

         3. The Company's  Current  Reports on Form 8-K filed on March 13,
            April 7, May 6, May 19, August 14, and November 10, 1998.

         All documents filed by Citizens pursuant to Section 13(a), 13(c), 14 or
15(d) of the  Exchange  Act after the date of this  Registration  Statement  and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered have been sold or which  de-registers  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

         The Company will provide  without  charge to each person to whom a copy
of the  material  describing  the Plan is  delivered,  upon the  written or oral
request, a copy of each document  incorporated by reference in Item 3 of Part II
of the  Registration  Statement (not  including the exhibits to such  documents,
unless  such  exhibits  are  specifically  incorporated  by  reference  in  such
documents).  Such  documents  are  incorporated  by reference  in the  documents
comprising the prospectus.  The Company will also provide  without charge,  upon
written or oral request,  copies of other documents  required to be delivered to
participants  pursuant to Rule 428(b) under the Securities Act of 1933. Requests
for such copies should be directed to Citizens  Utilities  Company,  1996 Equity
Incentive Plan,  Corporate Human Resources,  Citizens  Utilities  Company,  High
Ridge Park, Bldg. No. 3, Stamford, Connecticut, 06905 (203-614-5600).

Item 4.       Description of Securities
              _________________________

         The  Company's  Common  Stock is  registered  under  Section  12 of the
         Exchange Act.

Item 5.       Interests of Named Experts and Counsel
              ______________________________________

         None.

Item 6.       Indemnification of Directors and Officers
              _________________________________________

         Citizens,  being  incorporated  under the Delaware General  Corporation
Law, is empowered by Section 145 of such law to indemnify officers and directors
against  certain  expenses,  liabilities  and  payments,  including  liabilities
arising under the Securities Act of 1933,  (the "Act") as therein  provided.  In
addition,  Citizens' By-Laws 24 and 24A and a resolution adopted by the Board of
Directors  in  connection  with the issuance of certain  securities  of Citizens
provide  for  indemnification  of  specified  persons,  including  officers  and
directors of Citizens, for liabilities,  including those arising under said Act,
as  provided  in said  By-Laws  and  resolution.  Generally,  By-Laws 24 and 24A
provide that, to the fullest extent permitted by applicable law,  Citizens shall
indemnify and hold harmless,  among others,  any officer or director of Citizens
or any other  entity for which he or she is acting at the  request of  Citizens,
from and against any loss,  damage or claim incurred by such person by reason of
any act or omission  performed or omitted by such person in good faith on behalf
of Citizens  and in a manner such person  reasonably  believed to be in the best
interests of Citizens.  Such By-Laws,  generally speaking, also provide that, to
the fullest extent permitted by applicable law, expenses  (including legal fees)
incurred by a person in defending  against any such liability  shall be advanced
by  Citizens  subject  to  specified   conditions.   Citizens'   Certificate  of
Incorporation  further  provides that no director shall be liable to Citizens or
its  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director, with stated exceptions.

         Insurance  is  maintained  providing  coverage  for the Company and its
subsidiaries  against  obligations  incurred as a result of  indemnification  of
officers and directors. The coverage also insures the officers and directors for
a  liability  against  which they may not be  indemnified  by the Company or its
subsidiaries but excludes specified dishonest acts.
Item 7.       Exemption from Registration Claimed
              ___________________________________

         Grants  of   Restricted   Stock  were  made  to   officers  in  private
transactions.  Securities  offered under the Plan are being registered under the
Act.

Item 8.  Exhibits
         ________

Exhibit No.                                               Description
___________                                               ___________

5                Opinion of Counsel as to legality of Common Stock being issued.

23.1             Consent of KPMG LLP.

23.2             Consent of Counsel (contained in Exhibit 5).

24               Powers of Attorney.

Item 9.       Undertakings
              ____________

         (a)  The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement;

                           (i)  To include any prospectus required by Section 10
(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
arising  after  the  effective  date of  the registration statement (or the most
recent   post-effective   amendment  thereof)  which,  individually  or  in  the
aggregate, represent a fundamental change in the information set  forth  in  the
registration statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not  exceed  that  which was registered) and any deviation from the low or
high and  of the estimated  maximum  offering  range  may  be  reflected  in the
form of  prospectus  filed  with the Commission  pursuant to  Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than 20 percent
change in the  maximum  aggregate offering price set forth in  the  "Calculation
of Registration  Fee" table in the effective registration statement; and

                           (iii)  To  include  any  material   information  with
respect to the plan of distribution not previously disclosed in the registration
statement  or any  material  change  to  such  information  in  the registration
statement.;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not  apply  if the  registration  statement  is on  Form  S-3 or  S-8,  and  the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934 (and,  where  applicable,  each  filing of the
Plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned, thereunder
duly authorized, in the City of Stamford, and State of Connecticut, on the 2nd
day of February, 1999.

                                        CITIZENS UTILITIES COMPANY

                                        By: /s/ Robert J. DeSantis
                                           _________________________
                                        Robert J. DeSantis
                                        Chief Financial Officer, Vice
                                        President and Treasurer
Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.
Signature                                      Title                          Date

/s/LEONARD TOW*                                              Chief Executive Officer,        February 2, 1999
_______________                                              Chairman of the Board, and         
(Leonard Tow)                                                    Director
                                                                  
                                                        
/s/ROBERT J. DESANTIS                                       Chief Financial Officer, Vice    February 2, 1999
____________________                                        President and Treasurer
(Robert J. DeSantis)
                                                                 
/s/LIVINGSTON ROSS                                               Controller                  February 2, 1999
__________________                           
(Livingston Ross)
                                                                  
/s/NORMAN I. BOTWINIK*                                           Director                    February 2, 1999
_____________________                                                                          
(Norman I. Botwinik)
                                                                  
/s/AARON I. FLEISHMAN                                            Director                    February 2, 1999                 
_____________________                                                                          
(Aaron I. Fleishman)
                                                                  
/s/JAMES C. GOODALE*                                             Director                    February 2, 1999
___________________
(James C. Goodale)
                                                                  
/s/STANLEY HARFENIST*                                            Director                    February 2, 1999
____________________                                                                            
(Stanley Harfenist)
                                                                  
/s/ANDREW N. HEINE*                                              Director                    February 2, 1999
__________________                                                                              
(Andrew N. Heine)
                                                                  
/s/JOHN L. SCHROEDER*                                            Director                    February 2, 1999
____________________                                             
(John L. Schroeder)
                                                                  
_______________                                                  Director                                                           
(Robert D. Siff)
                                                                 
/s/ROBERT A. STANGER*                                            Director                    February 2, 1999
___________________                                                                           
(Robert A. Stanger)
                                                                 Director                    
___________________________
(Charles H. Symington, Jr.)
                                                                 
/s/EDWIN TORNBERG*                                               Director                    February 2, 1999
________________                                                  
(Edwin Tornberg)
                                                                 
/s/CLAIRE TOW*                                                   Director                    February 2, 1999
________________
(Claire Tow)
*By:/s/ Robert J. DeSantis
   ___________________________ 
         (Robert J. DeSantis)
         Attorney - in - Fact
EXHIBIT INDEX

Exhibit No.                         Description
___________                         ___________

5                                   Opinion of Counsel

23.1                                Consent of KPMG LLP

24                                  Powers of Attorney