Sec Form 4 Filing - HEINE ANDREW N @ CITIZENS COMMUNICATIONS CO - 2005-01-11

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 HEINE ANDREW N 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) 3 HIGH RIDGE PARK 3. Date of Earliest Transaction (MM/DD/YY) 01/11/2005 (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 01/11/2005 M 104,671.17 A $ 0 313,340.5 D Common Stock 01/11/2005 D 104,671.17 D $ 13.82 208,669.33 D Common Stock 01/11/2005 M 23,140.38 A $ 0 23,140.38 I Trust Common Stock 01/11/2005 D 23,140.38 D $ 13.82 0 I Trust

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 ( 1 ) 01/11/2005 M 104,671.17 ( 2 ) ( 2 ) Common Stock 104,671.17 $ 0 0 D Phantom Stock Units ( 1 ) 01/11/2005 M 23,140.38 ( 2 ) ( 2 ) Common Stock 23,140.38 $ 0 0 I Trust

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HEINE ANDREW N 3 HIGH RIDGE PARK STAMFORD, CT06905 X Signatures By: By L. Russell Mitten Under Power-of-Attorney 01/13/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Phantom Stock Units convert one for one share of common stock, or cash equivalent, upon the Reporting Person's retirement. ( 2 )The Phantom Stock Units convert one for one share of common stock, or cash equivalent, upon the Reporting Person's retiremen. Reporting Person retired 01/01/2005; payment of Phantom Stock Units on 01/11/2005.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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