Citizens Communications Co - Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2008 Estimated average burden hours per response... 0.5
	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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Finard Jeri B	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/YYYY) 3/31/2008
(Street) STAMFORD, CT 06905 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)	3/31/2008		A  (2)		1233.18		(1)	(1)	Common Stock	1233.18	$0   (2)	34764.43	D
Phantom Stock Units	$0   (1)	3/31/2008		A  (3)		799.12		(1)	(1)	Common Stock	799.12	$0   (3)	35563.55	D
Phantom Stock Units	$0   (1)	4/1/2008		A  (4)		1440		(1)	(1)	Common Stock	1440	$0   (4)	37003.55	D

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 of the Company.
( 2)	Pursuant to Reporting Person's election to receive director's fees in phantom stock units.
( 3)	Acquired pursuant to a dividend reinvestment feature of the Non-Employee Directors' Equity Incentive Plan.
( 4)	Pursuant to Reporting Person's election to receive quarterly payment of annual retainer fee in phantom stock units.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Finard Jeri B 3 HIGH RIDGE PARK STAMFORD, CT 06905	X

Signatures
Hilary E. Glassman, under Power of Attorney		4/1/2008
** Signature of Reporting Person		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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