SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               --------------------

                         Citizens Communications Company
             (Exact name of registrant as specified in its charter)

               DELAWARE                               06-0619596
     (State or other jurisdiction of    (I.R.S. employer identification number)
      incorporation or organization)

                 3 High Ridge Park, Stamford, Connecticut 06905
               (Address of principal executive offices) (Zip Code)

                       Frontier Union 401(k) Savings Plan
                            (full title of the plan)

                               Scott N. Schneider
                         Vice Chairman of the Board and
                            Executive Vice President
                         Citizens Communications Company
                                3 High Ridge Park
                           Stamford, Connecticut 06905
                     (Name and address of agent for service)
                             Tel. No. (203) 614-5600
          (Telephone number, including area code, of agent for service)
                               --------------------

                                   Copies to:
                            David F. Kroenlein, Esq.
                                Winston & Strawn
                                 200 Park Avenue
                               New York, NY 10166
                                 (212) 294-2645
                               --------------------
<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE
============================== ================== =========================== ======================== ===================
                                                                                 Proposed maximum
  Title of securities to be      Amount to be          Proposed maximum         aggregate offering         Amount of
         registered               registered       offering price per share            price            registration fee
------------------------------ ------------------ --------------------------- ------------------------ -------------------
<S>                     <C>     <C>                 <C>    <C>                  <C>         <C>          <C>    <C>
Common Stock, par value $.25    (1)                 $ 9.19 (3)                  $22,975,000 (3)          $2,114 (4)
per Share                       2,500,000
------------------------------ ------------------ --------------------------- ------------------------ -------------------
Interests in the Plan           (2)
============================== ================== =========================== ======================== ===================
</TABLE>

(1) The amount to be registered shall be deemed to include additional securities
to be  issued  in  connection  with,  or as a result  of,  stock  splits,  stock
dividends and similar transactions.
(2) In addition,  pursuant to Rule 416(c) under the Securities Act of 1933, this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(3) The  proposed  maximum  aggregate  offering  price  listed  above  has  been
determined  pursuant to Rule 457(h) of the  Securities  Act of 1933, as amended,
with respect to the the maximum  number of shares  issuable under the Plan and a
price per share of $9.19 the average of the reported  high and low prices on the
New York Stock Exchange on June 18, 2002.  (4) Estimated  solely for the purpose
of calculating the registration fee pursuant to Rule 457.

<PAGE>


PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     The following documents filed by Citizens Communications Company ("Company"
or  "Citizens")  with the Securities and Exchange  Commission  ("Commission"  or
"SEC") 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, 2001, filed on March 12, 2002.

     2.   The Company's Quarterly Report on Form 10-Q for the three months ended
          March 31, 2002, filed on May 15, 2002.

     3.   The Company's  Current Reports on Form 8-K filed on June 18, 2002, May
          20, 2002, May 16, 2002, May 14, 2002,  March 22, 2002,  March 8, 2002,
          February 21, 2002, January 30, 2002, January 15, 2002, January 9, 2002
          and Current Report on Form 8-K/A filed on January 15, 2002.

     4.   The  description  of the Common Stock of the Company  contained in the
          "Description  of Capital Stock" section of the Company's  Registration
          Statement  on  Form  8-A  filed  on  March  22,  2002  as  well as the
          description  of the  adoption  of a rights  plan and  related  matters
          contained in Exhibit 1 to that Registration Statement.

     All documents  filed by Citizens  pursuant to Section 13(a),  13(c),  14 or
15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), after
the date of the initial filing 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,  provided,  however,
that the documents  enumerated above or subsequently  filed by Citizens pursuant
to Section  13(a),  13(c),  14 or 15(d) of the  Exchange Act in each year during
which the offering  made  pursuant to this  registration  statement is in effect
shall not be incorporated by reference in this registration  statement after the
filing of the Company's Annual Report on Form 10-K for such year.

Item 4.   Description of Securities

          Not applicable.

Item 5.   Interests of Named Experts and Counsel

          None.

Item 6.   Indemnification of Directors and Officers

     Citizens is incorporated under the Delaware General  Corporation Law and is
empowered by Section 145 of that law to indemnify officers and directors against
certain expenses,  liabilities and payments, including liabilities arising under
the Securities  Act of 1933,  (the  "Securities  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 the
Securities Act, as provided in the 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 of Citizens'
officers or  directors  or of 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
on Citizens'  behalf.  Such  By-Laws,  generally  speaking,  also provide  that,
consistent  with  applicable  law,   expenses  incurred  by  the  indemnitee  in
connection  with such  proceeding 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.

<PAGE>


     Citizens also maintains  insurance  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

          Not applicable.

Item 8.   Exhibits

          See Exhibit Index.

Item 9.   Undertakings

          (a)      The Company 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;

                         (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; 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) above do
                    not apply if 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 Exchange Act that are  incorporated  by reference in the
                    registration statement;

                    (2) that, for the purpose of determining any liability under
               the Securities Act, 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; and

                    (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  Company  hereby   undertakes   that,  for  purposes  of
          determining any liability under the Securities Act, each filing of the
          Company's  annual report pursuant to Section 13(a) or Section 15(d) of
          the Exchange  Act (and,  where  applicable,  each filing of the Plan's
          annual  report  pursuant to Section 15(d) of the Exchange Act) 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.

<PAGE>


               (c) Insofar as indemnification  for liabilities arising under the
          Securities  Act of 1933 may be  permitted to  directors,  officers and
          controlling   persons  of  the  Company   pursuant  to  the  foregoing
          provisions,  or otherwise, the registrant has been advised that in the
          opinion of the  Commission  such  indemnification  is  against  public
          policy  as  expressed  in  the  Securities  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  Securities  Act and
          will be governed by the final adjudication of such issue.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act, the Company  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 24th day of June, 2002.

                   CITIZENS COMMUNICATIONS COMPANY


                   By:   /s/ Scott N. Schneider
                       -----------------------------------------
                       Scott N. Schneider
                       Vice Chairman of the Board and Executive Vice President





<PAGE>
                       POWER OF ATTORNEY

     Each of the undersigned directors and officers of the Company, individually
as such director or officer,  hereby makes,  constitutes  and appoints  Scott N.
Schneider  with  full  power of  substitution,  as his or her  true  and  lawful
attorney-in-fact  and agent to execute in his or her name,  place and stead,  in
any and all capacities,  and to file with the SEC, the registration statement on
Form S-8 of the  Company  relating  to the  issuance  of shares of common  stock
pursuant to the Frontier Union 401(k)  Savings Plan and any and all  amendments,
including  post-effective  amendments,  to such registration  statement,  hereby
ratifying and  confirming  all that said  attorney-in-fact  or his substitute or
substitutes may do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  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

                                                  Chairman of the Board,
                                            Chief Executive Officer (principal
  /s/ Leonard Tow                            executive officer), and Director                    June 24      , 2002
------------------------------------                                               ---------------------------
Leonard Tow

                                            Vice Chairman of the Board, Chief
                                             Operating Officer, President and
  /s/ Rudy J. Graf                                     Director                                  June 24      , 2002
------------------------------------                                               ---------------------------
Rudy J. Graf

                                               Vice Chairman of the Board,
  /s/ Scott N. Schneider                  Executive Vice President and Director                  June 24      , 2002
------------------------------------                                               ---------------------------
Scott N. Schneider

                                             Chief Financial Officer and Vice
  /s/ Jerry Elliott                                    President                                 June 24      , 2002
------------------------------------                                               ---------------------------
Jerry Elliott                                 (principal financial officer)

                                           Vice President and Chief Accounting
                                                         Officer
  /s/ Robert J. Larson                        (principal accounting officer)                     June 24      , 2002
------------------------------------                                               ---------------------------
Robert J. Larson

  /s/ Norman I. Botwinik                                 Director                                June 24      , 2002
------------------------------------                                               ---------------------------
Norman I. Botwinik

  /s/ Aaron I. Fleischman                                Director                                June 24      , 2002
------------------------------------                                               ---------------------------
Aaron I. Fleischman

                                                         Director                                             , 2002
------------------------------------                                               ---------------------------
Stanley Harfenist

  /s/ Andrew N. Heine                                    Director                                June 24      , 2002
------------------------------------                                               ---------------------------
Andrew N. Heine

  /s/ John L. Schroeder                                  Director                                June 24      , 2002
------------------------------------                                               ---------------------------
John L. Schroeder



<PAGE>



  /s/ Robert A. Stanger                                  Director                                June 24      , 2002
------------------------------------                                               ---------------------------
Robert  A. Stanger

  /s/ Edwin Tornberg                                     Director                                June 24      , 2002
------------------------------------                                               ---------------------------
Edwin Tornberg

                                                         Director                                             , 2002
------------------------------------                                               ---------------------------
Claire L. Tow

</TABLE>

<PAGE>



     Pursuant  to the  requirements  of the  Securities  Act of  1933,  the Plan
sponsor 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 24th day of June, 2002.


                   FRONTIER UNION 401(K) SAVINGS PLAN
                   By: Citizens Communications Company,
                       as Plan Sponsor


                   By:  /s/ Scott N. Schneider
                       -----------------------------------------
                       Scott N. Schneider
                       Vice Chairman of the Board and Executive Vice President





<PAGE>




                                  EXHIBIT INDEX

       Exhibit No.             Description

          4.1  Restated Certificate of Incorporation of Citizens  Communications
               Company,  dated  as of  May  19,  2000  (incorporated  herein  by
               reference  to Exhibit 3.1 to the  Company's  Quarterly  Report on
               Form 10-Q for the quarterly period ended June 30, 2000)


          4.2  By-Laws of Citizens  Communications  Company,  as amended to date
               (incorporated herein by reference to Exhibit 3.1 to the Company's
               Current Report on Form 8-K filed with the SEC on March 22, 2002)


          4.3  Frontier Union 401(k) Plan

          5.1  In lieu of an IRS  determination  letter that the Frontier  Union
               401  (k)  Savings  Plan is  qualified  under  Section  401 of the
               Internal   Revenue  Code,  the  undersigned   registrant   hereby
               undertakes  that it will  submit or has  submitted  the  Frontier
               Union 401(k) Savings Plan and any  amendments  thereto to the IRS
               in a timely manner and has made or will make all changes required
               by the IRS in order to qualify the Frontier  Union 401(k) Savings
               Plan.


          23.1 Consent of KPMG LLP


          24   Power of Attorney (included on signature page hereof)
[{"type": "S-8", "sequence": "1", "filename": "s862002.txt", "description": "CC FORM S-8", "secsgml_size_bytes": 20963}]
{"company-data": {"conformed-name": "CITIZENS COMMUNICATIONS 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": "333-91054", "film-number": "02685363"}, "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"}, "former-company": {"former-conformed-name": "CITIZENS UTILITIES CO", "date-changed": "19920703"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               --------------------

                         Citizens Communications Company
             (Exact name of registrant as specified in its charter)

               DELAWARE                               06-0619596
     (State or other jurisdiction of    (I.R.S. employer identification number)
      incorporation or organization)

                 3 High Ridge Park, Stamford, Connecticut 06905
               (Address of principal executive offices) (Zip Code)

                       Frontier Union 401(k) Savings Plan
                            (full title of the plan)

                               Scott N. Schneider
                         Vice Chairman of the Board and
                            Executive Vice President
                         Citizens Communications Company
                                3 High Ridge Park
                           Stamford, Connecticut 06905
                     (Name and address of agent for service)
                             Tel. No. (203) 614-5600
          (Telephone number, including area code, of agent for service)
                               --------------------

                                   Copies to:
                            David F. Kroenlein, Esq.
                                Winston & Strawn
                                 200 Park Avenue
                               New York, NY 10166
                                 (212) 294-2645
                               --------------------
CALCULATION OF REGISTRATION FEE
============================== ================== =========================== ======================== ===================
                                                                                 Proposed maximum
  Title of securities to be      Amount to be          Proposed maximum         aggregate offering         Amount of
         registered               registered       offering price per share            price            registration fee
------------------------------ ------------------ --------------------------- ------------------------ -------------------
Common Stock, par value $.25    (1)                 $ 9.19 (3)                  $22,975,000 (3)          $2,114 (4)
per Share                       2,500,000
------------------------------ ------------------ --------------------------- ------------------------ -------------------
Interests in the Plan           (2)
============================== ================== =========================== ======================== ===================
(1) The amount to be registered shall be deemed to include additional securities
to be  issued  in  connection  with,  or as a result  of,  stock  splits,  stock
dividends and similar transactions.
(2) In addition,  pursuant to Rule 416(c) under the Securities Act of 1933, this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(3) The  proposed  maximum  aggregate  offering  price  listed  above  has  been
determined  pursuant to Rule 457(h) of the  Securities  Act of 1933, as amended,
with respect to the the maximum  number of shares  issuable under the Plan and a
price per share of $9.19 the average of the reported  high and low prices on the
New York Stock Exchange on June 18, 2002.  (4) Estimated  solely for the purpose
of calculating the registration fee pursuant to Rule 457.
PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     The following documents filed by Citizens Communications Company ("Company"
or  "Citizens")  with the Securities and Exchange  Commission  ("Commission"  or
"SEC") 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, 2001, filed on March 12, 2002.

     2.   The Company's Quarterly Report on Form 10-Q for the three months ended
          March 31, 2002, filed on May 15, 2002.

     3.   The Company's  Current Reports on Form 8-K filed on June 18, 2002, May
          20, 2002, May 16, 2002, May 14, 2002,  March 22, 2002,  March 8, 2002,
          February 21, 2002, January 30, 2002, January 15, 2002, January 9, 2002
          and Current Report on Form 8-K/A filed on January 15, 2002.

     4.   The  description  of the Common Stock of the Company  contained in the
          "Description  of Capital Stock" section of the Company's  Registration
          Statement  on  Form  8-A  filed  on  March  22,  2002  as  well as the
          description  of the  adoption  of a rights  plan and  related  matters
          contained in Exhibit 1 to that Registration Statement.

     All documents  filed by Citizens  pursuant to Section 13(a),  13(c),  14 or
15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), after
the date of the initial filing 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,  provided,  however,
that the documents  enumerated above or subsequently  filed by Citizens pursuant
to Section  13(a),  13(c),  14 or 15(d) of the  Exchange Act in each year during
which the offering  made  pursuant to this  registration  statement is in effect
shall not be incorporated by reference in this registration  statement after the
filing of the Company's Annual Report on Form 10-K for such year.

Item 4.   Description of Securities

          Not applicable.

Item 5.   Interests of Named Experts and Counsel

          None.

Item 6.   Indemnification of Directors and Officers

     Citizens is incorporated under the Delaware General  Corporation Law and is
empowered by Section 145 of that law to indemnify officers and directors against
certain expenses,  liabilities and payments, including liabilities arising under
the Securities  Act of 1933,  (the  "Securities  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 the
Securities Act, as provided in the 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 of Citizens'
officers or  directors  or of 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
on Citizens'  behalf.  Such  By-Laws,  generally  speaking,  also provide  that,
consistent  with  applicable  law,   expenses  incurred  by  the  indemnitee  in
connection  with such  proceeding 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.
Citizens also maintains  insurance  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

          Not applicable.

Item 8.   Exhibits

          See Exhibit Index.

Item 9.   Undertakings

          (a)      The Company 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;

                         (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; 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) above do
                    not apply if 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 Exchange Act that are  incorporated  by reference in the
                    registration statement;

                    (2) that, for the purpose of determining any liability under
               the Securities Act, 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; and

                    (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  Company  hereby   undertakes   that,  for  purposes  of
          determining any liability under the Securities Act, each filing of the
          Company's  annual report pursuant to Section 13(a) or Section 15(d) of
          the Exchange  Act (and,  where  applicable,  each filing of the Plan's
          annual  report  pursuant to Section 15(d) of the Exchange Act) 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  Company   pursuant  to  the  foregoing
          provisions,  or otherwise, the registrant has been advised that in the
          opinion of the  Commission  such  indemnification  is  against  public
          policy  as  expressed  in  the  Securities  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  Securities  Act and
          will be governed by the final adjudication of such issue.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act, the Company  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 24th day of June, 2002.

                   CITIZENS COMMUNICATIONS COMPANY

                   By:   /s/ Scott N. Schneider
                       -----------------------------------------
                       Scott N. Schneider
                       Vice Chairman of the Board and Executive Vice President
POWER OF ATTORNEY

     Each of the undersigned directors and officers of the Company, individually
as such director or officer,  hereby makes,  constitutes  and appoints  Scott N.
Schneider  with  full  power of  substitution,  as his or her  true  and  lawful
attorney-in-fact  and agent to execute in his or her name,  place and stead,  in
any and all capacities,  and to file with the SEC, the registration statement on
Form S-8 of the  Company  relating  to the  issuance  of shares of common  stock
pursuant to the Frontier Union 401(k)  Savings Plan and any and all  amendments,
including  post-effective  amendments,  to such registration  statement,  hereby
ratifying and  confirming  all that said  attorney-in-fact  or his substitute or
substitutes may do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  this  registration
statement has been signed below by the following  persons in the  capacities and
on the dates indicated.
Signature                                  Title                                   Date

                                                  Chairman of the Board,
                                            Chief Executive Officer (principal
  /s/ Leonard Tow                            executive officer), and Director                    June 24      , 2002
------------------------------------                                               ---------------------------
Leonard Tow

                                            Vice Chairman of the Board, Chief
                                             Operating Officer, President and
  /s/ Rudy J. Graf                                     Director                                  June 24      , 2002
------------------------------------                                               ---------------------------
Rudy J. Graf

                                               Vice Chairman of the Board,
  /s/ Scott N. Schneider                  Executive Vice President and Director                  June 24      , 2002
------------------------------------                                               ---------------------------
Scott N. Schneider

                                             Chief Financial Officer and Vice
  /s/ Jerry Elliott                                    President                                 June 24      , 2002
------------------------------------                                               ---------------------------
Jerry Elliott                                 (principal financial officer)

                                           Vice President and Chief Accounting
                                                         Officer
  /s/ Robert J. Larson                        (principal accounting officer)                     June 24      , 2002
------------------------------------                                               ---------------------------
Robert J. Larson

  /s/ Norman I. Botwinik                                 Director                                June 24      , 2002
------------------------------------                                               ---------------------------
Norman I. Botwinik

  /s/ Aaron I. Fleischman                                Director                                June 24      , 2002
------------------------------------                                               ---------------------------
Aaron I. Fleischman

                                                         Director                                             , 2002
------------------------------------                                               ---------------------------
Stanley Harfenist

  /s/ Andrew N. Heine                                    Director                                June 24      , 2002
------------------------------------                                               ---------------------------
Andrew N. Heine

  /s/ John L. Schroeder                                  Director                                June 24      , 2002
------------------------------------                                               ---------------------------
John L. Schroeder
/s/ Robert A. Stanger                                  Director                                June 24      , 2002
------------------------------------                                               ---------------------------
Robert  A. Stanger

  /s/ Edwin Tornberg                                     Director                                June 24      , 2002
------------------------------------                                               ---------------------------
Edwin Tornberg

                                                         Director                                             , 2002
------------------------------------                                               ---------------------------
Claire L. Tow
Pursuant  to the  requirements  of the  Securities  Act of  1933,  the Plan
sponsor 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 24th day of June, 2002.

                   FRONTIER UNION 401(K) SAVINGS PLAN
                   By: Citizens Communications Company,
                       as Plan Sponsor

                   By:  /s/ Scott N. Schneider
                       -----------------------------------------
                       Scott N. Schneider
                       Vice Chairman of the Board and Executive Vice President
EXHIBIT INDEX

       Exhibit No.             Description

          4.1  Restated Certificate of Incorporation of Citizens  Communications
               Company,  dated  as of  May  19,  2000  (incorporated  herein  by
               reference  to Exhibit 3.1 to the  Company's  Quarterly  Report on
               Form 10-Q for the quarterly period ended June 30, 2000)

          4.2  By-Laws of Citizens  Communications  Company,  as amended to date
               (incorporated herein by reference to Exhibit 3.1 to the Company's
               Current Report on Form 8-K filed with the SEC on March 22, 2002)

          4.3  Frontier Union 401(k) Plan

          5.1  In lieu of an IRS  determination  letter that the Frontier  Union
               401  (k)  Savings  Plan is  qualified  under  Section  401 of the
               Internal   Revenue  Code,  the  undersigned   registrant   hereby
               undertakes  that it will  submit or has  submitted  the  Frontier
               Union 401(k) Savings Plan and any  amendments  thereto to the IRS
               in a timely manner and has made or will make all changes required
               by the IRS in order to qualify the Frontier  Union 401(k) Savings
               Plan.

          23.1 Consent of KPMG LLP

          24   Power of Attorney (included on signature page hereof)