Sec Form 4 Filing - TORNBERG EDWIN @ CITIZENS COMMUNICATIONS CO - 2007-05-17

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 TORNBERG EDWIN 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) 05/17/2007 (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 05/17/2007 M 25,802.12 A $ 0 ( 1 ) 25,802.12 I By Trust ( 2 ) Common Stock 05/17/2007 D 5,447.12 D $ 15.46 ( 3 ) 20,355 I By Trust ( 2 ) Common Stock 8,397 D Common Stock 651 I By Spouse

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 ( 1 ) 05/17/2007 M 25,802.12 ( 1 ) ( 1 ) Common Stock 25,802.12 $ 0 ( 1 ) 25,872.38 I By Trust ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TORNBERG EDWIN 3 HIGH RIDGE PARK STAMFORD, CT06905 X Signatures Hilary E. Glassman, under Power of Attorney 05/18/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Phantom Stock Units convert one-for-one into shares of Common Stock or cash equivalent upon the Reporting Person's termination of service as a director. Reporting Person retired from Board on May 17, 2007. Pursuant to Reporting Person's election, on May 29, 2007, he will receive cash in settlement of 5,447.12 Phantom Stock Units and shares of the Company's Common Stock in settlement of 20,355 Phantom Stock Units. ( 2 )Pursuant to the Reporting Person's direction, securities held by The Edwin Tornberg Living Trust. ( 3 )Phantom Stock Units issued under the Directors' Equity Incentive Plan are valued using the closing price of the Common Stock as of the Report Person's retirement date.

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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