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 1996 Equity Incentive 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) 614-5600
                     (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    12,000,000             $7.84375                 $94,125,000         $26,166.752
per Share
=============================== ==================== ====================== ====================== =================
(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 $7.84375, the average of the
reported high and low prices on the New York Stock Exchange on January 20, 1999.
<PAGE>

</TABLE>


                                     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.

<PAGE>
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

     Securities  offered under the Plan are being  registered under the Act. All
grants of restricted stock and performance stock which have been made to Company
officers were made without payment by the participants.

Item 8.       Exhibits


Exhibit No.                             Description


4.1                           Form of Restricted Stock Agreement.

4.2                           Form of Performance Stock Agreement

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

23.1                          Consent of KPMG LLP.

23.2                          Consent of Winthrop, Stimson, Putnam & Roberts 
                              (contained in Exhibit No. 5).
<PAGE>

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 22nd
day of January, 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

                                                                                            
LEONARD TOW*                                              Chief Executive Officer,
____________                                              Chairman of the Board, and                                
(Leonard Tow)                                                      Director                    January 22,1998
                                                                                                                    
/s/ ROBERT J. DESANTIS 
______________________                                    Chief Financial Officer, Vice                              
(Robert J. DeSantis)                                        President and Treasurer            January 22,1999
                                                                                                                    
/s/ LIVINGSTON ROSS
___________________                                                                                                
(Livingston Ross)                                                 Controller                   January 22,1999
                                                                                                                    
NORMAN I. BOTWINIK* 
___________________                                                                      
(Norman I. Botwinik)                                               Director                    January 22,1999
                                                                                                                    
AARON I. FLEISHMAN*
___________________                                                                       
(Aaron I. Fleishman)                                               Director                    January 22,1999
                                                                                                                    
JAMES C. GOODALE* 
__________________                                                                                                  
(James C. Goodale)                                                 Director                    January 22,1999
                                                                                                                    
STANLEY HARFENIST*
___________________                                                                        
(Stanley Harfenist)                                                Director                    January 22,1999
                                                                                                                    
ANDREW N. HEINE*
_________________                                                                          
(Andrew N. Heine)                                                  Director                    January 22,1999
                                                                                                                    
JOHN L. SCHROEDER* 
___________________                                                                                                 
(John L. Schroeder)                                                Director                    January 22,1999
                                                                                                                    
 
________________                                                                          
(Robert D. Siff)                                                   Director                    
                                                                                                                    
ROBERT A. STANGER* 
___________________                                                                       
(Robert A. Stanger)                                                Director                    January 22,1999
                       
                                                                                             
___________________________                                                                                          
(Charles H. Symington, Jr.)                                        Director                   
                                                                                                                    
EDWIN TORNBERG*
_______________                                                                                                     
(Edwin Tornberg)                                                   Director                    January 22,1999
                                                                                                                    
CLAIRE TOW* 
____________                                                                                                        
(Claire Tow)                                                       Director                    January 22,1999


*By/s/   ROBERT DESANTIS              
         (Robert DeSantis)
         (Attorney-in-Fact)
</TABLE>
<PAGE>




                                  EXHIBIT INDEX

Exhibit No.                         Description

4.1                                 Form of Restricted Stock Agreement

4.2                                 Form of Performance Stock Agreement

5                                   Opinion of Counsel
 
23.1                                Consent of KPMG LLP
 
23.2                                Consent of Winthrop, Stimson, Putnam & 
                                    Roberts (contained in Exhibit No. 5)

24                                  Powers of Attorney

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "CITIZENS UTILITIES COMPANY EQUITY INCENTIVE PLAN", "secsgml_size_bytes": 20012}]
{"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": "333-71029", "film-number": "99511510"}, "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 1996 Equity Incentive 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) 614-5600
                     (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    12,000,000             $7.84375                 $94,125,000         $26,166.752
per Share
=============================== ==================== ====================== ====================== =================
(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 $7.84375, the average of the
reported high and low prices on the New York Stock Exchange on January 20, 1999.
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

     Securities  offered under the Plan are being  registered under the Act. All
grants of restricted stock and performance stock which have been made to Company
officers were made without payment by the participants.

Item 8.       Exhibits

Exhibit No.                             Description

4.1                           Form of Restricted Stock Agreement.

4.2                           Form of Performance Stock Agreement

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

23.1                          Consent of KPMG LLP.

23.2                          Consent of Winthrop, Stimson, Putnam & Roberts 
                              (contained in Exhibit No. 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 22nd
day of January, 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

                                                                                            
LEONARD TOW*                                              Chief Executive Officer,
____________                                              Chairman of the Board, and                                
(Leonard Tow)                                                      Director                    January 22,1998
                                                                                                                    
/s/ ROBERT J. DESANTIS 
______________________                                    Chief Financial Officer, Vice                              
(Robert J. DeSantis)                                        President and Treasurer            January 22,1999
                                                                                                                    
/s/ LIVINGSTON ROSS
___________________                                                                                                
(Livingston Ross)                                                 Controller                   January 22,1999
                                                                                                                    
NORMAN I. BOTWINIK* 
___________________                                                                      
(Norman I. Botwinik)                                               Director                    January 22,1999
                                                                                                                    
AARON I. FLEISHMAN*
___________________                                                                       
(Aaron I. Fleishman)                                               Director                    January 22,1999
                                                                                                                    
JAMES C. GOODALE* 
__________________                                                                                                  
(James C. Goodale)                                                 Director                    January 22,1999
                                                                                                                    
STANLEY HARFENIST*
___________________                                                                        
(Stanley Harfenist)                                                Director                    January 22,1999
                                                                                                                    
ANDREW N. HEINE*
_________________                                                                          
(Andrew N. Heine)                                                  Director                    January 22,1999
                                                                                                                    
JOHN L. SCHROEDER* 
___________________                                                                                                 
(John L. Schroeder)                                                Director                    January 22,1999
                                                                                                                    
 
________________                                                                          
(Robert D. Siff)                                                   Director                    
                                                                                                                    
ROBERT A. STANGER* 
___________________                                                                       
(Robert A. Stanger)                                                Director                    January 22,1999
                       
                                                                                             
___________________________                                                                                          
(Charles H. Symington, Jr.)                                        Director                   
                                                                                                                    
EDWIN TORNBERG*
_______________                                                                                                     
(Edwin Tornberg)                                                   Director                    January 22,1999
                                                                                                                    
CLAIRE TOW* 
____________                                                                                                        
(Claire Tow)                                                       Director                    January 22,1999

*By/s/   ROBERT DESANTIS              
         (Robert DeSantis)
         (Attorney-in-Fact)
EXHIBIT INDEX

Exhibit No.                         Description

4.1                                 Form of Restricted Stock Agreement

4.2                                 Form of Performance Stock Agreement

5                                   Opinion of Counsel
 
23.1                                Consent of KPMG LLP
 
23.2                                Consent of Winthrop, Stimson, Putnam & 
                                    Roberts (contained in Exhibit No. 5)

24                                  Powers of Attorney