UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*

                         CITIZENS COMMUNICATIONS COMPANY
                         -------------------------------
                                (Name of Issuer)

                     Common Stock, par value $.25 per share
                     --------------------------------------
                         (Title of Class of Securities)

                                    17453B101
                                    ---------
                                 (CUSIP Number)

                                December 31, 2004
                                -----------------
                      (Date of Event which Requires Filing
                               of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

            [ ] Rule 13d-1(b) 
            [X] Rule 13d-1(c) 
            [ ] Rule 13d-1(d)


*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

                          Continued on following pages
                                Page 1 of 8 Pages





                                  SCHEDULE 13G

CUSIP No. 17453B101                                            Page 2 of 8 Pages


1        Names of Reporting Persons
         I.R.S. Identification Nos. of above persons (entities only)

                  SAGAMORE HILL CAPITAL MANAGEMENT L.P.

2        Check the Appropriate Box If a Member of a Group (See Instructions)

                                                a. [ ]
                                                b. [X]

3        SEC Use Only

4        Citizenship or Place of Organization

                  DELAWARE

                            5             Sole Voting Power
 Number of                                       0
  Shares
Beneficially                6             Shared Voting Power
  Owned By                                       0
   Each
Reporting                   7             Sole Dispositive Power
  Person                                         0
  With
                            8             Shared Dispositive Power
                                                 0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    0

10       Check Box If the Aggregate Amount in Row (9) Excludes Certain
         Shares (See Instructions)

                                    [   ]

11       Percent of Class Represented By Amount in Row (9)

                                    0%

12       Type of Reporting Person (See Instructions)

                                    PN





                                  SCHEDULE 13G

CUSIP No. 17453B101                                            Page 3 of 8 Pages


1        Names of Reporting Persons
         I.R.S. Identification Nos. of above persons (entities only)

                  SAGAMORE HILL MANAGERS LLC

2        Check the Appropriate Box If a Member of a Group (See Instructions)

                                                a. [ ]
                                                b. [X]

3        SEC Use Only

4        Citizenship or Place of Organization

                  DELAWARE

                            5             Sole Voting Power
 Number of                                       0
  Shares
Beneficially                6             Shared Voting Power
  Owned By                                       0
   Each
Reporting                   7             Sole Dispositive Power
  Person                                         0
  With
                            8             Shared Dispositive Power
                                                 0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    0

10       Check Box If the Aggregate Amount in Row (9) Excludes Certain
         Shares (See Instructions)

                                    [   ]

11       Percent of Class Represented By Amount in Row (9)

                                    0%

12       Type of Reporting Person (See Instructions)

                                    OO





                                  SCHEDULE 13G

CUSIP No. 17453B101                                            Page 4 of 8 Pages


1        Names of Reporting Persons
         I.R.S. Identification Nos. of above persons (entities only)

                  STEVEN H. BLOOM

2        Check the Appropriate Box If a Member of a Group (See Instructions)

                                                a. [ ]
                                                b. [X]

3        SEC Use Only

4        Citizenship or Place of Organization

                  UNITED STATES

                            5             Sole Voting Power
 Number of                                       0
  Shares
Beneficially                6             Shared Voting Power
  Owned By                                       0
   Each
Reporting                   7             Sole Dispositive Power
  Person                                         0
  With
                            8             Shared Dispositive Power
                                                 0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    0

10       Check Box If the Aggregate Amount in Row (9) Excludes Certain
         Shares (See Instructions)

                                    [   ]

11       Percent of Class Represented By Amount in Row (9)

                                    0%

12       Type of Reporting Person (See Instructions)

                                    IN; HC





                                                               Page 5 of 8 Pages

Item 1(a)         Name of Issuer:

                  Citizens Communications Company (the "Issuer")

Item 1(b)         Address of the Issuer's Principal Executive Offices:

                  3 High Ridge Park, Stamford, Connecticut 06905

Item 2(a)         Name of Person Filing:

                  The  Statement  is filed on  behalf  of each of the  following
persons (collectively, the "Reporting Persons"):

                    i. Sagamore Hill Capital  Management  L.P.  ("Sagamore  Hill
                       Capital Management");

                   ii. Sagamore Hill Managers LLC ("Sagamore  Hill  Managers");
                       and

                  iii. Steven H. Bloom ("Mr. Steven Bloom").

                  This statement  relates to Shares (as defined herein) held for
the account of the Sagamore Hill Hub Fund Ltd, a Cayman Islands corporation (the
"Hub Fund"). Pursuant to a portfolio management agreement, Sagamore Hill Capital
Management  serves as  investment  manager  of the Hub Fund.  In such  capacity,
Sagamore Hill Capital  Management  may be deemed to be the  beneficial  owner of
securities held for the account of the Hub Fund. The general partner of Sagamore
Hill Capital  Management is Sagamore Hill Managers.  In such capacity,  Sagamore
Hill Managers may be deemed to be the  beneficial  owner of securities  held for
the  account of the Hub Fund.  Mr.  Steven  Bloom is the sole member of Sagamore
Hill  Managers.  In such  capacity,  Mr.  Steven  Bloom  may be deemed to be the
beneficial owner of securities held for the account of the Hub Fund.

Item 2(b)         Address of Principal Business Office or, if None, Residence:

                  The address of the  principal  business  office of each of the
Reporting Persons is 10 Glenville Street, 3rd Floor, Greenwich, CT 06831.

Item 2(c)         Citizenship:

                  1) Sagamore  Hill  Capital  Management  is a Delaware  limited
                     partnership;

                  2)  Sagamore  Hill  Managers is a Delaware  limited  liability
                      company; and

                  3) Mr. Steven Bloom is a citizen of the United States.

Item 2(d)         Title of Class of Securities:

                  Common stock, par value $.25 per share (the "Shares").

Item 2(e)         CUSIP Number:

                  17453B101





                                                               Page 6 of 8 Pages


Item 3.           If this statement is filed pursuant to Rule 13d-1(b), or 
                  13d-2(b) or (c), check whether the person filing is a:

                  This Item 3 is not applicable.

Item 4.           Ownership:

Item 4(a)         Amount Beneficially Owned:

                  As of December  31, 2004,  each of the  Sagamore  Hill Capital
Management,  Sagamore Hill Managers and Mr. Steven Bloom may no longer be deemed
the beneficial owner of any Shares.

Item 4(b)         Percent of Class:

                  The number of Shares of which each of  Sagamore  Hill  Capital
Management,  Sagamore Hill Managers and Mr. Steven Bloom may be deemed to be the
beneficial owner constitutes 0% of the total number of Shares outstanding.

Item 4(c)         Number of shares as to which such person has:

         Sagamore Hill Capital Management
         --------------------------------
         (i)       Sole power to vote or direct the vote:                      0

         (ii)      Shared power to vote or to direct the vote                  0

         (iii)     Sole power to dispose or to direct the 
                   disposition of                                              0

         (iv)      Shared power to dispose or to direct the 
                   disposition of                                              0

         Sagamore Hill Managers
         ----------------------
         (i)       Sole power to vote or direct the vote:                      0

         (ii)      Shared power to vote or to direct the vote                  0

         (iii)     Sole power to dispose or to direct the 
                   disposition of                                              0

         (iv)      Shared power to dispose or to direct the 
                   disposition of                                              0

         Mr. Steven Bloom
         ----------------
         (i)       Sole power to vote or direct the vote:                      0

         (ii)      Shared power to vote or to direct the vote                  0

         (iii)     Sole power to dispose or to direct the 
                   disposition of                                              0

         (iv)      Shared power to dispose or to direct the 
                   disposition of                                              0

Item 5.           Ownership of Five Percent or Less of a Class:

                  If this Statement is being filed to report the fact that as of
the date hereof the Reporting Persons have ceased to be the beneficial owners of
more than five percent of the class of securities, check the following [X].





                                                               Page 7 of 8 Pages

Item 6.           Ownership of More than Five Percent on Behalf of Another 
                  Person:

                  The shareholders of the Hub Fund have the right to participate
in the receipt of dividends  from, or proceeds from the sale of, the  securities
held  for  the  account  of the Hub  Fund in  accordance  with  their  ownership
interests in the Hub Fund.

Item 7.           Identification and Classification of the Subsidiary Which 
                  Acquired the Security Being Reported on by the Parent
                  Holding Company or Control Person:

                  This Item 7 is not applicable.

Item 8.           Identification and Classification of Members of the Group:

                  This Item 8 is not applicable.

Item 9.           Notice of Dissolution of Group:

                  This Item 9 is not applicable.

Item 10. Certification:

                  By signing below each of the Reporting Persons certifies that,
to the best of such person's  knowledge and belief,  the securities  referred to
above were not  acquired  and are not held for the purpose of or with the effect
of changing or influencing the control of the Issuer of such securities and were
not  acquired and are not held in  connection  with or as a  participant  in any
transaction having such purpose or effect.





                                                               Page 8 of 8 Pages

                                   SIGNATURES


     After  reasonable  inquiry and to the best of my knowledge and belief,  the
undersigned  certifies that the information set forth in this statement is true,
complete and correct.

Date:    February 11, 2005             SAGAMORE HILL CAPITAL MANAGEMENT L.P.
 
                                       By: Sagamore Hill Managers LLC,
                                             Its General Partner

                                       By:  /s/Steven H. Bloom
                                       -----------------------------------------
                                             Name: Steven H. Bloom
                                             Title: Manager

Date:    February 11, 2005             SAGAMORE HILL MANAGERS LLC


                                       By:  /s/Steven H. Bloom
                                       -----------------------------------------
                                             Name: Steven H. Bloom
                                             Title: Manager

Date:    February 11, 2005             STEVEN H. BLOOM


                                       /s/Steven H. Bloom
                                       -----------------------------------------