Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Burson Richard D
 2. Date of Event Requiring Statement (Month/Day/Year)
09/30/2004		 3. Issuer Name and Ticker or Trading Symbol
CITIZENS COMMUNICATIONS CO [CZN]
(Last)
(First)
(Middle)
3 HIGH RIDGE PARK		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. Vice President
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

STAMFORD, CT 06905		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 29,763.21 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   (2) 02/15/2006 Common Stock 1,311 $ 6.67 D  
Employee Stock Option (Right to Buy)   (3) 09/25/2007 Common Stock 16,338 $ 7.33 D  
Employee Stock Option (Right to Buy)   (4) 04/03/2008 Common Stock 12,042 $ 6.67 D  
Employee Stock Option (Right to Buy)   (5) 03/23/2009 Common Stock 16,572 $ 6.45 D  
Employee Stock Option (Right to Buy)   (6) 06/15/2010 Common Stock 29,075 $ 14.34 D  
Employee Stock Option (Right to Buy)   (7) 05/16/2011 Common Stock 27,330 $ 11.79 D  
Employee Stock Option (Right to Buy)   (8) 05/15/2012 Common Stock 18,608 $ 8.19 D  
Employee Stock Option (Right to Buy)   (9) 05/27/2013 Common Stock 20,352 $ 10.44 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Burson Richard D
3 HIGH RIDGE PARK
STAMFORD, CT 06905		       Sr. Vice President  

Signatures

By: By L. Russell Mitten Under Power-of-Attorney 10/07/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Represents total number of shares acquired through 401(k) plan as reported by the plan administrator as of the transaction date.
(2) Shares vest in five equal annual installments beginning 02/15/1997.
(3) Shares vest in three equal annual installments beginning on 09/25/1998.
(4) Shares vest in three equal annual installments beginning on 04/03/1999.
(5) Shares vest in three equal annual installments beginning on 03/23/2000.
(6) Shares vest in three equal annual installments beginning 06/15/2001.
(7) Shares vest in four equal annual installments beginning on 05/17/2002.
(8) Shares vest in four equal annual installments beginning on 05/16/2003.
(9) Shares vest in four equal annual installments beginning on 05/28/2004.

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