SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549

                               FORM 10-KSB

     (Mark One) 

(x)  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 (Fee Required)

For the Fiscal Year Ended December 31, 1998 

( )  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 (No fee required)

For the transition period from        to       

Commission file number 0-12425

                        CITIZENS BANCSHARES, INC.
         (Exact name of registrant as specified in its charter)

         Louisiana                                72-0759135       
(State or other jurisdiction of          (IRS Employer Identification No.) 
incorporation or organization)

       P.O. Box 598                               
   Ville Platte, Louisiana                        70586-0598
(Address of principal executive                   (Zip Code)
         offices)

    Registrant's telephone number, including area code: (318) 363-5643

    Securities registered under Section 12(b) of the Exchange Act: 

                                           Name of each exchange
         Title of each class:              on which registered: 
               None                               None

    Securities registered under Section 12(g) of the Exchange Act:

                 Common Stock, $5.00 par value per share
                            (Title of Class)

    Check whether the issuer (1) filed all reports required to be filed  
    by Section 13 or 15(d) of the Exchange Act during the past 12 months 
    (or for such shorter period that the registrant was required to file 
    such reports), and (2) has been subject to such filing requirements  
    for the past 90 days. Yes   x    No     


    Check if there is no disclosure of delinquent filers in response to  
    Item 405 of Regulation S-B is not contained in this form, and no     
    disclosure will be contained, to the best of registrant's knowledge, 
    in definitive proxy or information statements incorporated by        
    reference in Part III of this Form 10-KSB or any amendment to this   
    Form 10 -KSB.(x)
 
    State issuer's revenues for its most recent year. $ 8,098,000   
  

    State the aggregate market value of the voting stock held by non-    
    affiliates* of the Registrant as of March 15, 1999 (based on $40.00  
    per share).

                               $2,246,720

    Indicate the number of shares outstanding of each of the Registrant's 
    classes of Common Stock as of the latest practicable date.

    Common Stock, $5.00 par value, 114,855 shares outstanding as of March 
    15, 1999.  

                  DOCUMENTS INCORPORATED BY REFERENCE:

                                             Part of Form 10-KSB
       Documents Incorporated             into which Incorporated
    Definitive Proxy Statement                     Part III
        for the 1999 Annual
      Meeting of Shareholders

    1998 Annual Report to Shareholders             Part II

*For the purposes of this computation only, shares held by directors, 
executive officers, and principal shareholders have been excluded. 
    
     
    Transitional Small Business Disclosure Format: yes   no x 
















FORM 10-KSB CROSS REFERENCE INDEX
                                                                   
                                                             
     PART I                                                        PAGE
ITEM 1    BUSINESS....................................................4
          SUPPLEMENTAL FINANCIAL INFORMATION:
          INVESTMENT SECURITIES.......................................7  
          LOANS.......................................................8  
          LOAN MATURITY AND INTEREST RATE SENSITIVITY.................8 
          INTEREST RATE SENSITIVITY AND LIQUIDITY.....................9  
          RISK ELEMENTS..............................................10  
          ALLOWANCE FOR POSSIBLE LOAN LOSSES.........................11
          DEPOSITS...................................................13
          RETURN ON EQUITY AND ASSETS................................13  
          RATE/VOLUME ANALYSIS.......................................14
          AVERAGE BALANCE SHEETS AND NET INTEREST YIELD ANALYSIS.....15 
ITEM 2    PROPERTIES.................................................16
ITEM 3    LEGAL PROCEEDINGS..........................................16
ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........16 
     PART II
ITEM 5    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS........................................17
ITEM 6    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS.........................*
ITEM 7    FINANCIAL STATEMENTS .......................................*
          CONSOLIDATED BALANCE SHEETS.................................*
          CONSOLIDATED STATEMENTS OF INCOME...........................*
          CONSOLIDATED STATEMENTS OF CASH FLOWS.......................*
          CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY..*
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS..................*
          REPORT OF INDEPENDENT AUDITORS..............................*
ITEM 8    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON               
          ACCOUNTING AND FINANCIAL DISCLOSURE........................18
     PART III
ITEM 9    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.........**
ITEM 10   EXECUTIVE COMPENSATION.....................................**
ITEM 11   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT.............................................**
ITEM 12   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............**
     PART IV
ITEM 13   EXHIBITS AND REPORTS ON FORM 8-K...........................18
          SIGNATURES.................................................19

*    INCORPORATED BY REFERENCE TO CITIZENS BANCSHARES, INC. ANNUAL REPORT 
**   INCORPORATED BY REFERENCE TO CITIZENS BANCSHARES, INC. PROXY
STATEMENT









PART I.
ITEM 1. BUSINESS                                                   
GENERAL

Citizens Bancshares, Inc. (the "Company") is a Louisiana business
corporation and a one-bank holding company registered under the federal
Bank Holding Company act of 1956.  It was formed in 1983 primarily for 
the purpose of holding all of the outstanding stock of Citizens Bank  (the
"Bank"), which is the Company's sole subsidiary.

The Bank was formed in 1975 under the banking laws of the State of
Louisiana.  The Bank conducts a general commercial banking business
through its main office at Ville Platte, Louisiana and branch offices   
in Mamou, Louisiana, and Pine Prairie, Louisiana, all of which are in
Evangeline Parish, Louisiana.  The Bank offers a full range of traditional
commercial banking services, including demand, savings and time deposits,
consumer, commercial and real estate loans, safe-deposit boxes and access
to two retail credit plans -- "VISA" and "MASTERCARD".  The Bank does not
offer trust services.  Drive-in banking facilities are located at all
banking locations, including a drive-through ATM machine at the Main
Office in Ville Platte, Louisiana.  

COMPETITION

The Bank competes actively with national and state banks and savings and
loan institutions in Louisiana for all types of loans and deposits.  The
Bank competes for loans with other financial institutions, such as
insurance companies, real estate investment trusts, savings and loans,
small loan companies, credit unions and certain government agencies. 
There are 6 financial institutions in Evangeline Parish with a total of 
12 banking offices.

EMPLOYEES

As of December 31, 1998, the Company and the Bank had approximately 45
full-time equivalent employees.  The Company has no salaried employees,
although certain executive officers hold parallel positions with the Bank. 
No employees are represented by unions or other bargaining units, and
management considers its relations with employees to be satisfactory.  

SUPERVISION AND REGULATION

General

The Company and the Bank are extensively regulated under both federal and
state laws.  To the extent that the following information describes
particular statutory provisions, it is qualified in its entirety by
reference to the particular statutory and regulatory provisions.  Any
change in applicable law or regulation may have a material effect on the
business and prospects of the Company.





The Company

The Company is a bank holding company within the meaning of the Bank
Holding Company Act of 1956, as amended (the "Act"), and, as such, is
subject to the provisions of the Act and to regulation and supervision by
the Board of Governors of the Federal Reserve System (the "Board").  The
Company is required to file with the Board annual reports containing such
information as the Board may require pursuant to the Act and also is
subject to periodic examination by the Board.

Under the Act, a bank holding company may not acquire more than 5% of the
voting shares, or substantially all the assets, of any bank without the
prior approval of the Board.

The Act also limits, with certain exceptions, the business in which a bank
holding company may engage, directly or through subsidiaries, to banking,
managing or controlling banks, and furnishing or performing activities so
closely related to banking or managing or controlling banks as to be a
proper incident thereto.  In determining whether a particular activity is
a proper incident to banking or managing or controlling banks, the Board
must consider whether its performance by an affiliate of a bank holding
company can reasonably be expected to produce benefits to the public, such
as greater convenience, increased competition or gains in efficiency that
outweigh possible adverse effects, such as undue concentrations of
resources, decreased or unfair competition, conflicts of interest or other
unsound banking practices.

The Board has adopted regulations implementing the provisions of 
the Act with respect to the activities of bank holding companies.  Whether
or not a particular non-banking activity is permitted under the Act, the
Board is authorized to require a bank holding company to terminate any
activity or to divest itself of any non-banking subsidiary if its actions
represent unsafe or unsound practices or violations of law.

Under the Act, a bank holding company and its subsidiaries are prohibited
from engaging in certain tie-in arrangements in connection with the
extension of credit, the lease or sale of property or provision of any
services.

The Federal Deposit Insurance Corporation Improvement Act of 1991 ( the
"1991 Act") subject bank holding companies as well as banks to
significantly increased regulation and supervision.  Among other things,
the 1991 Act provides that undercapitalized institutions, as defined by
regulatory authorities, must submit recapitalization plans, and a parent
company of such an institution must either (1) guarantee the institution's
compliance with the capital plan, up to an amount equal to the lesser of
five percent of the institution's assets at the time it becomes
undercapitalized or the amount of the capital deficiency when the
institution fails to comply with the plan, or (2) suffer certain adverse
consequences such as a prohibition of dividends by the parent company to
its shareholders.





The Company is also subject to the Louisiana Bank Holding Company Act, as 
amended (the "Louisiana Act") which, among other things, provides that a
bank holding company and its subsidiaries may not engage in any insurance
activity in which a bank may not engage.  The Louisiana Commissioner of
Financial Institutions is authorized to administer the Louisiana Act and
to issue orders and regulations thereunder.

Federal and Louisiana laws provide for the enforcement of any pro-rata
assessment of shareholders of a bank to cover impairment of capital stock
by sale, to the extent necessary, of the stock of any assessed shareholder
failing to pay the assessment.  The Company, as shareholder of the Bank,
is subject to these provisions.

The Bank

Both federal and state laws extensively regulate various aspects of the
banking business, including requirements regarding the maintenance of
reserves against deposits, limitations on the rates that can be charged on
loans or paid on deposits, branching and restrictions on the nature and
amounts of loans and investments that can be made.

As a state bank, the Bank is subject to the supervisory authority of the
Louisiana Commissioner of Financial Institutions, whose office conducts
periodic examinations of the Bank.  As a federally insured bank, the Bank
is also subject to supervision and regulation by the Federal Deposit
Insurance Corporation (the "FDIC").  The foregoing regulation is primarily
intended to protect the Bank's creditors and depositors rather than the
Company's security holders.

Under certain circumstances, regulatory authorities may prohibit the
payment of dividends by a bank or its parent holding company.

The 1991 Act and regulations promulgated thereunder classify banks into
five categories generally relating to their regulatory capital ratios and
institute a system of supervisory actions indexed to a bank's particular
classification.  Generally, banks that are classified as "well
capitalized," or "adequately capitalized" are not subject to the
supervisory actions specified in the 1991 Act for prompt corrective
action, but may be restricted from taking certain actions that will lower
their classification.  Banks classified as "undercapitalized,"
significantly undercapitalized," or "critically undercapitalized" are
subject to restrictions in supervisory actions of increasing stringency
based on the level of classification.

Under present regulation, the Bank is "well capitalized."  While such a
classification would exclude the Bank from the restrictions and actions
envisioned by the prompt corrective action provisions of the 1991 Act, the
regulatory agencies have broad powers under other provisions of federal
law that would permit them to place restrictions on the Bank or to take
other supervisory action regardless of such classification.




SUPPLEMENTAL FINANCIAL INFORMATION                                 

Supplemental financial information for Citizens Bancshares, Inc. and
subsidiary is set forth below and on the following pages:

INVESTMENT SECURITIES

Maturities and weighted average yields on investments as of December 31,
1998 (in thousands of dollars):

                                        Held-to-Maturity  Available-for-Sale
 
                         
                                                     
    U.S. Treasury Securities                 
     Within 1 year                     $   ---    ---       $ 1,312   5.70%
     After 1 but within 5 years            ---    ---           ---     --- 
                                       $   ---    ---       $ 1,312   5.70%
 
    U.S. Government Securities
     Within 1 year                         ---    ---         1,403   5.32%
     After 1 but within  5 years           ---    ---         7,996   5.70%   
                                       $   ---    ---       $ 9,399   5.64%
    State and Political subdivisions
     With 1 year                           543   6.15%          ---   ---
     After 1 but within  5 years         4,812   4.64%          ---   ---
     After 5 but within 10 years         2,047   4.71%         ---   ---   
                                       $ 7,402   4.77%      $  ---   ---   
                       
                                                                              
                                                                              
                                  
    Mortgage-backed securities             723   5.63%       15,802   5.83%
                                       $ 8,125   4.85%      $26,513   5.76%
 

The above weighted average yields on tax exempt obligations are not computed
on a tax equivalent basis.  Yields on available-for-sale securities are 
computed on historial amortized cost.

No securities of any single issuer which totaled 10% or more of shareholders  
equity were held at December 31, 1998.                                

















LOANS                                                                         

A distribution of the loan portfolio at December 31, 1998 and 1997 is 
summarized as follows (in thousands of dollars):


                                             1998              1997

Commercial                           $11,935   22.90%    $10,020  21.76% 
Municipal                                ---    0.00%        ---   0.00%
Real Estae - Mortgage                 24,072   46.19%     23,231  50.45%
Agricultural                           6,507   12.48%      4,441   9.64%
Consumer                              11,117   21.33%      9,760  21.19%
Overdrafts                                25    0.05%         21   0.04%
                                      53,656  102.95%     47,473 103.08%
Unearned income                         (536)  (1.03%)      (485) (1.05%)
Allowance for possible loan loss      (1,001)  (1.92%)      (937) (1.05%)
                                     $52,119   100.00%   $46,051 100.00% 





LOAN MATURITY AND INTEREST RATE SENSITIVITY                                   

Maturities of commercial and agricultural loans at December 31, 1998 are
summarized below (in thousands of dollars):
                                               Over
                                One Year      One to    Over Five
                      Total      or Less     Five Yrs     Years 

Commercial           $11,935     $7,452       $3,861      $ 622   
Agricultural           6,507      4,617        1,038        852   

  
Commercial and Agricultural loans due after one (1) year that have fixed and
adjustable rates are as follows (in thousands of dollars):

                                   Fixed    Adjustable
                      Total        Rates      Rates

Commercial           $4,675        $4,675       $  0  
Agricultural          1,465         1,433         32 








INTEREST RATE SENSITIVITY AND LIQUIDITY                                       
                              
The following table shows the interest rate sensitivity gaps for different  
time periods and the cumulative interest rate sensitivity gaps for the same
periods as of December 31, 1998.  Loans for which the accrual of interest 
has been discontinued and overdrafts have not been included.
(in thousands of dollars)


                       1-3     4-6     7-12   13-18   19-24    OVER
             FLOAT    MTHS    MTHS    MTHS    MTHS    MTHS    2 YRS     TOTAL
Securities           $3,369  $1,835  $6,489  $1,125  $2,169  $19,603  $34,590 
  
Fixed Loans  $1,310  $5,028  $5,178  $9,126  $4,886  $4,436  $13,192  $43,156 

Floating Lns $  759  $1,224  $  562  $  786  $  359  $  331  $ 5,942  $ 9,963

Fed Fds & CD $6,625  $1,972  $2,279  $  891                           $11,767 
                        
             $8,694  $11,593  9,854  $17,292  $6,370  $6,936  $38,737 $99,476 


                  
CD & IRA    
> 100M             $10,173 $5,917  $ 3,820 $  722  $1,042   $1,000   $22,674

CD & IRA    
< 100M     $ 701  $13,485  $9,700  $15,693 $1,890  $2,226   $1,529   $45,224

IMM ACCTS  $3,552                                                    $ 3,552

CHRISTMAS CLUB                     $    44                           $    44

SAVINGS/
NOW ACCTS  $ 562                                           $11,192  $ 11,754 

           $4,815 $23,658  $15,617 $19,557 $2,612  $3,268  $13,721   $83,248  


GAP       $3,879($12,065)($ 5,763)($ 2,265) $3,758  $3,668  $25,016  $16,228)
CUMULATIVE
GAP       $3,879($ 8,186)($13,949)($16,214)($12,456)($8,788)16,228     0     













RISK ELEMENTS                                                                 
             
The following summarizes nonperforming loans at December 31, 1998 and 1997
(in thousands of dollars):

                                                    1998         1997

Nonaccrual Loans                                    $ 136        $  47 
Loans past due 90 days or more as to
  principal or interest and still 
  accruing interest                                   142          113
Restructured loans not included above                 210          245   
                                                    $ 488        $ 405        
                                    

Interest on such loans, had they remained current and in accordance with   
their original terms, would have been (in thousands of dollars):

                                                    1998         1997

Nonaccruals                                        $    4        $   8
Restructured                                           23           30
                                                   $   27        $  38
                        
                   
Interest collected on nonaccrual and restructured loans amounted to $ 6,300  
for 1998 and $25,000 for 1997.


Other nonperforming assets are: 
(in thousands of dollars):                     
                                                 1998          1997
Real estate and other assets acquired 
in satisfaction of loans                        $   47       $    43


NONACCRUAL POLICY:
    Citizens Bank follows a close policy in scrutinizing past due loans and
their placement in nonaccrual status, as dictated by the Bank's loan policy. 
Policy dictates that any loan delinquent for a period of ninety (90) days,
unless the collateral supporting the loan is sufficient to cover the accrued
interest in addition to the principal balance and in process of collection, 
will be placed in nonaccrual status.  Such loans are not charged-off; however,
interest is no longer accruing.  Accrued interest is charged against either
interest income or the allowance for possible loan losses at the time a loan
becomes nonaccrual, depending on the reporting period in which such interest 
had accrued.
   The officers' Loan Committee reviews the Bank's nonaccrual listing monthly
and determines whether a loan should remain on nonaccrual status, be returned
to accruing status, or be charged-off.  The Board of Directors is provided a
listing of nonaccrual loans at its monthly meetings.  After review, the Board
recommends to management to take any appropriate steps for collection and/or
measures to protect the Bank's position.

                                                
ALLOWANCE FOR POSSIBLE  LOAN LOSSES                                        
A detail of the activity in the allowance for possible loan losses for the  
past two (2) years and its relationship to year-end loans outstanding follows 
(in thousands of dollars):

                                                      1998      1997

Allowance of possible loan losses af January 1      $  937     $ 859   
Loans charged off:
Commercial                                               1        --   
Credit Cards                                            15        15
Real estate - Mortgage                                   9         4
Agricultural                                             -         5
Consumer                                                45        42  
Other (overdrafts)                                       5         6    
     Total Charged-Off                                  75        72    

Recoveries:
Commercial                                               1        --   
Credit Cards                                             6         3
Real estate - Mortgage                                   2         1   
Agricultural                                             6         1
Consumer                                                18        15
Other (overdrafts)                                       3         2    
     Total Recoveries                                   36        22    

Net loans charged off                                   39        50   
Provision charged to operating expense                 103       128    

Allowance at December 31                           $ 1,001     $ 937    

                       
Loans outstanding at December 31                    $53,120  $46,988    


Average Loans outstanding for the year              $50,443  $45,820    

Ratio of net charge-offs to average loans
   outstanding                                        0.08%     0.11%   

Ratio of allowance to loans outstanding
   at year end                                        1.88%     1.99%   













The provision for possible loan losses which is charged to income from
operations, is based upon the changes in the loan portfolio, the amount of net
loan losses incurred and management's estimates of potential future losses 
based on several factors including, but not limited to, current economic
conditions, loan portfolio composition, nonaccrual loans, problem loans, and
prior loan loss experience. The provision for loan losses was $102,500 in 1998
and $128,000 in 1997.

The allowance for possible loan losses at December 31, 1998 was approximately
$1,001,000 or 1.88% of net loans outstanding, compared to approximately 
$937,000 or 1.99% of net loans outstanding at December 31, 1997.  It is 
management's opinion that the allowance for possible loan losses at December 
31, 1998 is adequate, based upon the Bank's aggressive charge-off and 
collection practices.


The following chart represents management's estimate of the manner in which
the allowance for possible loan losses might be allocated to categories of 
loans if the Company was required to do so under generally accepted 
accounting principles uniformly applied.  The reader is cautioned that, in 
the opinion of management, it is not possible to predict with complete
accurancy what amount of the allownce will be required to absord future 
future losses in each category. 
Furthermore, under generally accepted accounting principles as well as
regulations promulgated by federal and state banking regulatory agencies, the
entire allowance is available to absorb losses in all categories, so the
critical function of the allowance is to be adequate in view of the aggregate
risk of all losses.

An allocation of the allowance for possible loan losses by major categories 
of loans follows (in thousands of dollars)

                          1998                       1997    
                          Percent of                 Percent of 
              Allowance   loans in each   Allowance  loans in each
                Amount    category to       Amount   category to
                          total loans                total loans
Commercial        14         22.24%           ---        21.11%
Real Estate      121         44.86%            50        48.94%
Agriculture      204         12.13%            70         9.35%
Installment      598         20.72%           739        20.56%
Other             64           .05%            78          .04%               
  
              $1,001        100.00%       $   937       100.00%

     












DEPOSITS                                                               

The following is a distribution of average deposits for the two years
ended December 31 (in thousands of dollars)
                                     
                                       1998         1997

Demand Deposits                      $10,690       $10,075    
Savings and NOW Accounts              15,418        13,063    
Time Deposits, $100,00 or more        22,680        21,835    
Other Time Deposits                   44,017        41,928 
                                     $92,805       $86,901 
                              


The following is a maturity distribution of certificate of deposits of
$100,000 or more as of December 31 (in thousands of dollars):

                                      1998          1997  

Three months and under             $10,173         $ 7,237             
Over three through six months        5,917           4,997     
Over six through twelve months       3,820           5,774   
Over twelve months                   2,764           4,389   
                                   $22,674         $22,397 



RETURN ON EQUITY AND ASSETS                                            

                                        1998           1997
            
Return on average assets                 .99%          1.12%
Return on average equity               10.35%         11.09%
Dividend payout ratio                   9.55%          7.36% 
Average equity to average assets        9.53%         10.11%


















RATE/VOLUME ANALYSIS                                               

A comparative analysis of the increases and decreases in the major categories
of interest income and expense resulting from changes in rate and volume for
the periods indicated follows.  Changes which are not due solely to rate or
volume have been allocated proportionally.


                                   1998/1997         1997/1996 
                                     Due to            Due to
                               Rate Volume Total  Rate Volume Total       
(in thousand of dollars)       
Interest earning assets:       
 Interest bearing deposits     $(3)  $67    64     $ 4   $18    22 
 Federal Funds Sold             (4)  175   171       7    75    82
 U.S. Treasury Securities        0  (154) (154)    ( 1) ( 25) ( 26)
 U.S. Government Securities    (92)  (62) (154)     55    82   137
 State & Municipal (1)         ( 6)   63    57     ( 2)    8     6      
Loans, net                      77   307   384    (165)  685   520          
Total int income (1)           (28)  396   368    (102)  843   741

Interest bearing funds:
  Savings & NOW accounts         1    70    71      10    22    32 
  Time deposits $100,000>       62    48   110     (19)  149   130 
  Other Time Deposits          (32)  116    84      (4)  216   212 
       Total interest expense   31   234   265     (13)  387   374

Net interest income (1)       ( 59)  162   103    ( 89)  456   367 

(1) Fully taxable equivalent basis using a 34% tax rate. 
























AVERAGE BALANCES, INTEREST and AVERAGE RATES                                
                  
The following table shows the major consolidated assets and liabilities,
together with their respective interest amounts and rates earned or paid by
the Company.  Cash basis and renegoiated loans are included in the averages
to determine an effective yield on all loans.  The average balances are
principally daily averages (in thousands of dollars):

                                Int.   Avg            Int.   Avg 
                                Inc. Yield            Inc. Yield
                      Avg. Bal  Exp   Rate   Avg. Bal Exp.  Rate
                       
                                 1998                 1997
Earning Assets   
 Int. bearing deps.     $5,179   302   5.83    $4,035   238  5.90           
 Federal Funds sold      9,383   498   5.31     6,084   327  5.37
 U.S. Treasury           2,123   120   5.65     4,854   274  5.64
 U.S. Government        24,843 1,481   5.96    25,852 1,635  6.32
 State & Municipal (1)   6,017   461   7.66     5,202   404  7.77
 Loans, net             49,474 4,768   9.64    46,273 4,384  9.47

Total earning assets    97,019 7,630   7.86    92,300 7,262  7.87
 Cash & due from banks   2,677                  2,014
 Premises & equipment    3,084                  1,092
 Other assets              861                  2,119

Total assets          $103,641                $97,525

Liabilities and
Shareholders Equity
Int. bearing funds
 Savings & NOW        $15,418     456   2.96   $13,063   385  2.95
 Time Dep. $100,000    22,680   1,322   5.83    21,835 1,212  5.55
 Other Time Deps.      44,017   2,442   5.55    41,928 2,358  5.62
  
Total int. bearing     82,115   4,220   5.14    76,826 3,955  5.15
 Demand deposits       10,690                   10,075
 Accr. interest
 & other liab.            955                      764
Total Liabilities      93,760                   87,665

Shareholders'equity    9,881                     9,860

Total Liabilities &
Sharholders Equity  $103,641                   $97,525

Net int income, taxable
    equivalent basis            3,410                  3,307                
Taxable equivalent adjustment     157                    137
                                3,253                  3,170
Spread                                  2.73                  2.73
Net interest yield (1)                  3.51                  3.58 

(1) Fully taxable equivalent basis using 34% tax rate.

ITEM 2.  PROPERTIES                                                         
                                                                            
The Bank's main office is located at 841 West Main Street, Ville Platte,
Louisiana.  This property includes the Bank's parking lot containing 74
parking places.  The Bank's office building is approximately 12,665 square
feet and includes staff and storage rooms and drive-up facilities.
  
One of the Bank's branch offices is located at 601 Poinciana Avenue, 
Mamou, Louisiana.  This property includes the branch office's parking lot
containing 30 parking spaces.  The branch office building is approximately
3600 square feet and contains staff and storage rooms and drive-up
facilities.

The Bank's other branch office is located at Sanders & Hwy 13, Pine Prairie,
Louisiana.  This property includes the branch office's parking lot containing
20 parking spaces.  The branch office building is approximately 2400 square
feet and contains staff and storage rooms and drive-in facilities.


ITEM 3.  LEGAL PROCEEDINGS                                              
Other than normal and routine collection matters in which demand letters,
lawsuits filed seeking personal judgment or mortgage foreclosures and/or 
real estate as well as proofs of claim in bankruptcy and/or reorganization
proceedings, none of which are considered to be of a material nature, the
Company and its subsidiary are not engaged in any litigation.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS             
There were no matters voted upon by the shareholders of the Company during
the fourth quarter of 1998.

























PART II.

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER  
MATTERS                                                            
     There is no established public trading market for the Company's common
stock.  The primary market area for the Company's common stock is Evangeline
Parish.  All sales of the Company's common stock that have come to the
attention of management during 1998 and 1997 have occurred at $15-$40 per
share.  Such prices reflect only those limited number of transactions that
have come to the attention of management, and other transactions may have
occurred at higher or lower sales prices during the periods indicated.  No
assurance can be given that such prices represent the actual market value of
the Company's common stock.

The approximate number of holders of record of each class of the Company's
equity securities as of March 15, 1999 was as follows:

     Title of Class                   Number of Record Holders

Common Stock - $5.00 par value                   464


Dividend History and Restrictions

The Board of Directors has declared cash dividends in 1989, 1990, 1991, 1992,
1993, 1994, 1995, 1996, 1997 and 1998.  These dividends were declared and
paid to shareholders in December of each year.  1989 dividend - .10 per
share, 1990 dividend - .12 per share, 1991 dividend - .15 per share, 1992
dividend - .18 per share, 1993 dividend - .25 per share, 1994 dividend - .50
per share, 1995 dividend - .50 per share, 1996 dividend -.60 per share, 1997
dividend - .70 per share and 1998 dividend - .85 per share.   Management
currently expects that cash dividends will be paid in the future years at
approximately the same rate as in the past with a small increase per year,
should the profits allow.

Prior approval of the Commissioner of the Louisiana Office of Financial 
Institutions is required for the Bank to pay dividends if the total of all
dividends declared and paid during any one year would exceed the total of
net profits of that year combined with the net profits of the immediately
preceding year.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND    
      RESULTS OF OPERATIONS                                          
The information appearing in the Company's 1998 Annual Report is incorporated
herein by reference in response to this item.



ITEM 7.  FINANCIAL STATEMENTS                                           
The information appearing in the Company's 1998 Annual Report is incorporated
herein by reference in response to this item.     


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND    
     FINANCIAL DISCLOSURE                                            
There have been no disagreements with our independent accountants on any
matter of accounting principles or practice, financial statement disclosure
or auditing scope or procedure.


ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT            
  
Incorporated by reference to Citizens Bancshares, Inc. Proxy Statement.


ITEM 10.  EXECUTIVE COMPENSATION                                        
Incorporated by reference to Citizens Bancshares, Inc. Proxy Statement.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT  
Incorporated by reference to Citizens Bancshares, Inc. Proxy Statement.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                
Incorporated by reference to Citizens Bancshares, Inc. Proxy Statement.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K                              
(a)  Exhibits required by Item 601 Regulation S-B:      

     Exhibit 13 - 1998 Annual Report to Shareholders

     Exhibit 27 - Financial Data Schedule
     
     Other exhibits have been omitted because they are either not           
applicable or have been filed in previous reports.
          
(b)  Reports on Form 8-K:
     No reports on Form 8-K were filed during the last quarter of 1998.




















                               SIGNATURES


     Pursuant to the requirements of Section 13 or 15 (d) of the
     Securities Exchange Act of 1934, the Registrant has duly caused the
     report to be signed on its behalf by the undersigned, thereunto duly
     authorized.

     
     March 27, 1999                        CITIZENS BANCSHARES, INC.
            Date                                  REGISTRANT

     s/Carl W. Fontenot  
     Carl W. Fontenot
     President & Director


     s/Wayne Vidrine     
     Wayne Vidrine
     Treasurer


     s/Fredrick Phillips 
     Fredrick Phillips
     Director


     s/JB Veillon        
     J.B. Veillon
     Director


     s/Otis Fontenot     
     Otis Fontenot
     Director


     s/Eugene Fontenot                       
     Eugene S. Fontenot
     Director