UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 8-K


                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) Of the Securities Exchange Act of 1934


         Date of Report (date of earliest event reported): July 28, 2006

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

                                    Delaware
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                 (State or other jurisdiction of incorporation)

            001-11001                                     06-0619596
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     (Commission File Number)                  (IRS Employer Identification No.)


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

                                 (203) 614-5600
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              (Registrant's telephone number, including area code)


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         (Former name or former address, if changed since last report.)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_|  Written  communications  pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)

     |_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR 240.14a-12)

     |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
          Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
          Exchange Act (17 CFR240.13e-4(c))





Item 8.01 Other Events
          ------------

          On July 28, 2006,  the Company  announced  that its Board of Directors
          declared a regular quarterly cash dividend of $0.25 per share, payable
          on September 29, 2006 to holders of record at the close of business on
          September 9, 2006. A copy of the  Company's  press  release  issued on
          July 28, 2006  announcing  the  declaration  of the  dividend is filed
          herewith as Exhibit 99.1 and incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits
          ---------------------------------

         (d)  Exhibits

               99.1 Press  Release of Citizens  Communications  Company  release
               July 28, 2006.








                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                 CITIZENS COMMUNICATIONS COMPANY


Date:  July 28, 2006             By: /s/ Robert L. Larson
                                     -----------------------------------------
                                     Robert J. Larson
                                     Senior Vice President and
                                     Chief Accounting Officer