Sec Form 4 Filing - TOW CLAIRE L @ CITIZENS COMMUNICATIONS CO - 2004-09-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person TOW CLAIRE L 2. Issuer Name and Ticker or Trading Symbol CITIZENS COMMUNICATIONS CO [ CZN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) THREE HIGH RIDGE PARK 3. Date of Earliest Transaction (MM/DD/YY) 09/30/2004 (Street) STAMFORD, CT06905 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 57,833.91 D Common Stock 32,369 D ( 1 ) Common Stock 1,586 D Common Stock 213 D Common Stock 0 ( 2 ) I Spousal 401(k) ( 3 ) Common Stock 26,007 ( 4 ) I Spousal IRA ( 3 ) Common Stock 09/30/2004 09/30/2004 D 45,634.07 D $ 13.39 4,321,107.43 ( 5 ) I Spouse ( 3 ) Common Stock 09/30/2004 09/30/2004 M 45,634.07 A $ 13.39 4,366,741.5 ( 5 ) I Spouse ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Phantom Stock Units $ 0 ( 6 ) 09/30/2004 09/30/2004 M 45,634.07 ( 7 ) ( 7 ) Common Stock 45,634.07 $ 13.39 0 I Spouse ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TOW CLAIRE L THREE HIGH RIDGE PARK STAMFORD, CT06905 X Signatures Claire L. Tow by L. Russell Mitten Under Power-of-Attorney 10/04/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reporting Person is custodian for her minor grandchild. ( 2 )Reflects transfers described in Footnotes 4 and 5 and required exempt tax-related dispositions. ( 3 )Securities held directly by spouse. Reporting Person disclaims any beneficial ownership of securities and any direct or indirect control or voting power over the securities. ( 4 )Includes 24,257 shares previously owned indrectly thorugh CZN 401(k) plan. ( 5 )Includes 746 shares previously owned by reporting person's spouse through CZN 401(k) plan. ( 6 )The Phantom Stock Units convert one for one share of common stock, or cash equivalent, after spouse's retirement. ( 7 )Reporting person's spouse's retirement effective date is July 19, 2004.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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