Citizens Bancshares, Inc.
                     Ville Platte, Louisiana

                          Annual Report

                              2002







                                              President's Message

March 2003


Dear Shareholder:

In  reporting  to  you  the consolidated financial  condition  of
Citizens  Bancshares, Inc., the Board of Directors and Management
thank  you  for the support and confidence you have entrusted  in
Citizens Bank and to us.

The  accompanying  financial reports show that  the  consolidated
asset  position as of December 31, 2002 totaled $142 million,  an
increase  of  $11 million over the total assets of the  preceding
year.    The  increased  asset  positions  were  accompanied   by
increases  in  deposits totaling $9 million  resulting  in  total
deposits  of  $126  million at the end of this reporting  period.
The consolidated earnings for the year totaled slightly over $1.4
million.  Dividends paid to you for 2002 were 11.11 percent  more
than the preceding year.

Citizens  Bank is a community bank with offices in Ville  Platte,
Mamou  and  Pine  Prairie.   The Bank's directors,  officers  and
employees  remain  focused and dedicated to serving  the  banking
needs  of  the  communities  and the surrounding  areas,  and  to
continuing the growth and success, which we have experienced.

All Board members, management, and employees remain committed  to
providing the best and most personal banking services possible to
our customers and to you our shareholder.  This is our continuing
pledge to you now and in the future.

Sincerely yours,



Carl W. Fontenot,
President & CEO









        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS


GENERAL INFORMATION

For a comprehensive review of financial condition and results  of
operations  of  Citizens Bancshares, Inc. (the  "Company"),  this
discussion  and  analysis  should  be  reviewed  along  with  the
information and financial statements presented elsewhere in  this
report.   The  Company is a one-bank holding company  whose  sole
subsidiary  is  Citizens  Bank,  Ville  Platte,  Louisiana   (the
"Bank").

Citizen's Bank is a commercial banking institution formed in 1975
under  the  banking  laws of the State of  Louisiana.   The  Bank
operates  a  main  office located in the City  of  Ville  Platte,
Louisiana  with branch facilities in the Town of Mamou, Louisiana
and the Village of Pine Prairie, Louisiana.  Citizens Bank offers
a  full  range of services, including demand, savings,  and  time
deposits,  consumer,  commercial, agricultural  and  real  estate
loans,  safe  deposit boxes and two credit card plans,  VISA  and
MasterCard.  Drive-through facilities are located at all  banking
locations,  including   drive-through ATM machines  at  the  Main
Office  in Ville Platte, Louisiana and the Mamou branch in Mamou,
Louisiana.


FINANCIAL CONDITION

Total  assets increased by $10,809,000 to $142,367,000, an  8.22%
increase  over  the year-end 2001 total asset level.   Management
feels  the bank will continue to grow in core deposits and  loans
in the future due to personal service provided by the employees.

Earning  assets  were 94.51% of total assets for year-end,  which
includes  loans, investment securities, federal  funds  sold  and
deposits in other banks.

Lending  is a vital function of the bank and remains the  primary
source  of  income.  With the available resources, the Bank  will
continue to make sound loans under the guidelines of our  written
Loan  Policy  and  Community  Reinvestment  Act  Policy.   As  of
December  31, 2002, loans (net of the allowance for loan  losses)
increased $2,907,000 or 4.46%.  The Bank's loan to deposit  ratio
decreased from 55.67% in 2001 to 53.88% in 2002.

The  Bank  maintains an allowance for loan losses  against  which
impaired or uncollectible loans are charged.  The balance in  the
allowance for loan losses was $1,250,000 as of December 31, 2002,
which  represents  1.80%  of  total  loans.   Provisions  to  the
allowance for loan losses that were charged to net income totaled
$130,000.  Management evaluates the adequacy of the allowance for
loan losses on a monthly basis by monitoring the balance in total
loans  as well as the past due, non-accrual, classified and other
problem loans.  Based on this evaluation, the allowance for  loan
losses is considered adequate to meet possible future charges for
losses in the loan portfolio.

Citizen's  Bank  follows a close policy in  evaluating  past  due
loans  and their placement in non-accrual status, as required  by
the  Bank's  loan  policy.   The  policy  states  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 non-accrual status.  Such loans are
not   charged-off;  however,  interest  is  no  longer  accruing.
Accrued interest is charged either against interest income or the
allowance  for possible loan losses at the time a loan is  placed
in non-accrual status, depending on the reporting period in which
such interest had accrued.  Non-accrual loans and loans past  due
ninety  (90)  days  or more and still accruing  interest  totaled
$148,000  and  $164,000, respectively, as of December  31,  2002.
Past due loans to total loans were 1.98% at year-end 2002.

Another  primary  source  of  income is  interest  on  investment
securities.   Citizen's  Bank  maintains  a  written   investment
policy.   This  Policy  provides  for  investments  that  produce
secondary income, as well as liquidity needs.  Management follows
its  policy  strictly  to assure high-grade investments  of  bank
quality.   The Bank categorizes and accounts for these securities
investments  as "held to maturity" or "available  for  sale",  as
required by Financial Accounting Standards Board Statement  #115.
No  investment  securities are held in trading accounts.   As  of
December 31, 2002, securities classified as held to maturity  had
an  amortized cost of $6,637,000 and a fair value of  $6,905,000.
The  securities classified as available for sale had an amortized
cost of $46,100,000 and a market value of $47,075,000.

Deposits,  both  time and demand, represent the chief  source  of
funds for the Bank.  At the end of 2002, total deposits increased
$9,283,000  or 7.93%.  Much of the increase occurred  in  savings
accounts and time deposits $100,000 and more.


RESULTS OF OPERATIONS

The  Company  reported a net income of $1,412,000 or  $12.29  per
average share outstanding as of December 31, 2002.  Net return on
assets was 1.03% and net return on equity was 9.68%.

The Company's principal source of revenue is net interest income,
which  is  measured  by  the difference between  interest  income
earned on loans and investments and interest expense incurred  on
deposits.   The  Company's net interest income for  December  31,
2002  was  $4,380,000, an $832,000 or 23.45% increase from  2001.
On  December  31,  2002, the Company's net  interest  margin  was
3.16%.

Non-interest  income  consists  of  service  charges,   fees   on
financial  services, and investment securities transactions.   On
December  31, 2002, non-interest income was $832,000, an  $81,000
decrease from the previous year-end.  The majority of this change
is  attributed  to gains on "Called" securities  resulting  in  a
decrease of $70,000 from the previous year.

Non-interest expense increased by $102,000, or 3.46% which is due
primarily  to  an  increase  in  Salaries,  which  is  in  direct
correlation with the growth in assets.


CRITICAL ACCOUNTING POLICIES

Allowance  for Loan Losses.  The Company maintains its  allowance
for loan losses at a level considered adequate to provide for  an
estimate  of  probable losses related to specifically  identified
loans  as well as probable losses in the remaining loan portfolio
that  have been incurred as of each balance sheet date.  The loan
portfolio  and other credit exposures are reviewed  regularly  to
evaluate  the adequacy of the allowance for loan losses within  a
specified range.  In determining the level of the allowance,  the
Company   evaluates   the   allowance  necessary   for   specific
nonperforming  loans and also estimates losses  in  other  credit
exposures.   This  evaluation results in  the  minimum  allowance
level  in  the  range.   In addition, the  Company  computes  the
maximum allowance level by applying percentages, dictated in  its
Loan  Policy,  to  the  loan portfolio.   These  percentages  are
directly related to the level of past due loans at the evaluation
date.

Continuous  credit monitoring processes are the principal  method
used  by management to ensure that changes in estimated loan loss
levels  are reflected in the Company's allowance for loan  losses
on  a timely basis.  Management also considers experience of peer
institutions  and  Securities and Exchange Commission  (SEC)  and
regulatory guidance in addition to the Company's own experience.

Revenue  Recognition.   The  Company  recognizes  revenue  on  an
accrual   basis   for   interest  income  on  loans,   investment
securities, federal funds sold, and interest-bearing deposits  in
other  banks.  Noninterest income is recognized when it has  been
realized or is realizable and has been earned.

Income Taxes.  Deferred tax assets and liabilities are recognized
for   the  future  tax  consequences  attributable  to  temporary
differences between the financial statement carrying  amounts  of
existing  assets and liabilities and their respective tax  basis.
Deferred  tax  assets and liabilities are measured using  enacted
tax rates.


LIQUIDITY

The  asset/liability  management primary function  is  to  assure
adequate  liquidity  and maintain an appropriate  spread  between
interest   earning  assets  and  interest  bearing   liabilities.
Liquidity  management  involves the ability  to  meet  cash  flow
requirements  of  customers  who may  be  depositors  wanting  to
withdraw  funds or borrowers needing funds to meet  their  credit
needs.   The  major  components of the Bank's  overall  liquidity
management  capabilities and financial  resources  are  (1)  core
deposits,  (2) closely managed maturity structure  of  loans  and
deposits,  (3) sale and maturity of assets (primarily investments
securities)  and,  if  necessary,  (4)  extensions   of   credit,
including  federal  funds  purchased and  securities  sold  under
repurchase   agreements.    With   the   Bank's   asset/liability
management  program,  most  loan  and  deposit  changes  can   be
anticipated  and  provided  for  without  an  adverse  impact  on
earnings.   The Bank's liquidity ratio at December 31,  2002  was
43.46%.


CAPITAL ADEQUACY

As  of  December 31, 2002, the most recent notification from  the
Federal  Deposit Insurance Corporation categorized  the  Bank  as
well  capitalized  under  the  regulatory  framework  for  prompt
corrective  action.  To be categorized as well  capitalized,  the
Bank  must  maintain a total risk-based capital ratio of  10%  or
higher, Tier 1 risk-based capital ratio of 6% or higher, and Tier
1  leverage  capital  ratio of 5% or higher.   No  conditions  or
events  have  occurred  since that notification  that  management
believes have changed the Bank's category.  The Bank's actual and
required capital amounts and ratios at December 31, 2002  are  as
follows (dollars in thousands):
                                                       To Be Well
                                                      Capitalized
                                                       under the
                                                         Prompt
                                                       Corrective
                                      For Capital        Action
                        Actual          Adequacy       Provisions
                                        Purposes
                    Amount   Ratio   Amount  Ratio   Amount   Ratio

Total Capital (to   $14,857   21.6%  $5,511    8.0%   $6,889  10.0%
Risk Weighted
Assets)
Tier 1 Capital (to  $13,991   20.3%  $2,756    4.0%   $4,134   6.0%
Risk Weighted
Assets)
Tier 1 Capital (to  $13,991    9.8%  $5,706    4.0%   $7,133   5.0%
Adjusted Total
Assets)











                  INDEPENDENT AUDITOR'S REPORT


     To the Board of Directors and Shareholders
       of Citizens Bancshares, Inc.

     We  have  audited the accompanying consolidated balance
     sheets  of Citizens Bancshares, Inc. and its subsidiary
     as  of  December  31, 2002 and 2001,  and  the  related
     consolidated   statements  of   income,   shareholders'
     equity, and cash flows for the years then ended.  These
     consolidated    financial    statements     are     the
     responsibility   of  the  Company's  management.    Our
     responsibility  is  to  express  an  opinion  on  these
     consolidated financial statements based on our audits.

     We  conducted  our audits in accordance  with  auditing
     standards  generally accepted in the United  States  of
     America.   Those  standards require that  we  plan  and
     perform the audits to obtain reasonable assurance about
     whether the consolidated financial statements are  free
     of material misstatement.  An audit includes examining,
     on  a  test basis, evidence supporting the amounts  and
     disclosures  in the consolidated financial  statements.
     An   audit   also  includes  assessing  the  accounting
     principles  used  and  significant  estimates  made  by
     management, as well as evaluating the overall financial
     statement  presentation.  We believe  that  our  audits
     provide a reasonable basis for our opinion.

     In  our  opinion, the consolidated financial statements
     referred  to  above  present fairly,  in  all  material
     respects,   the  consolidated  financial  position   of
     Citizens  Bancshares,  Inc. and its  subsidiary  as  of
     December  31, 2002 and 2001, and the results  of  their
     operations  and  their cash flows for  the  years  then
     ended   in   conformity   with  accounting   principles
     generally accepted in the United States of America.


     Roy Chenevert, CPA


     Baton Rouge, Louisiana
     January 21, 2003







CITIZENS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2002 AND 2001
(In thousands of dollars)

                                              2002        2001
                  Assets

Cash and due from banks (Note 2)               $3,690     $4,187
Federal funds sold                              9,320      7,000
   Cash and cash equivalents                   13,010     11,187
Interest-bearing deposits with banks            3,463      4,952
Securities available for sale, at fair
values (Note 3)                                47,075     37,809
Securities held to maturity, fair values of
$6,905 in 2002 and $8,070 in 2001 (Note 3)      6,637      7,945
Loans receivable, net of allowance for loan
losses of $1,250 in 2002 and $1,177 in
2001 (Note 4)                                  68,056     65,149
Accrued interest receivable                       903        977
Premises and equipment (Note 5)                 2,643      2,814
Foreclosed real estate                              -        102
Deferred tax asset (Note 8)                         -         37
Other assets                                      580        586

  Total assets                               $142,367   $131,558

   Liabilities and Shareholders' Equity

Liabilities
  Demand deposits                             $14,996    $12,807
  Savings, NOW, and money-market deposits      21,860     18,538
  Time deposits $100,000 and more (Note 6)     36,266     33,847
  Other time deposits (Note 6)                 53,197     51,844
    Total deposits                            126,319    117,036
Accrued interest payable                          503        753
Accrued expenses and other liabilities            246        217
Deferred tax liability                            121          -

  Total liabilities                           127,189    118,006

Shareholders' equity (Note 12)
  Common stock, $5 par value, 300,000
  shares authorized, 115,000 shares
  issued and outstanding                          575        575
  Additional paid-in capital                      825        825
  Retained earnings (Note 2)                   13,141     11,901
  Treasury stock at cost, 145 shares              (6)        (6)
  Accumulated other comprehensive income          643        257

  Total shareholders' equity                   15,178     13,552

  Total liabilities and shareholders'
  equity                                     $142,367   $131,558






CITIZENS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 2002 AND 2001
(In thousands of dollars, except per share amounts)

                                               2002       2001
Interest income
  Loans receivable                             $5,715     $5,998
  Taxable securities                            1,908      1,710
  Tax-exempt securities                           285        337
  Federal funds sold                              132        515
  Deposits with banks                             145        218
    Total interest income                       8,185      8,778

Interest expense
  Deposits
    Savings, NOW, and money-market deposits       453        535
    Time deposits $100,000 and more             1,394      1,857
    Other time deposits                         1,958      2,838
      Total interest expense                    3,805      5,230

Net interest income                             4,380      3,548
Provision for loan losses (Note 4)                130        100

  Net interest income after provision
  for loan losses                               4,250      3,448

Noninterest income
  Service charges                                 600        558
  Insurance commissions                            81         91
  Gains on securities called                       68        138
  Other income                                     83        126
    Total noninterest income                      832        913

Noninterest expense
  Salaries and employee benefits                1,690      1,632
  Occupancy and equipment expense                 483        482
  Director fees                                   148        143
  Other expense                                   731        693
    Total noninterest expense                   3,052      2,950

Income before income taxes                      2,030      1,411
Income tax expense (Note 8)                       618        405

Net income                                     $1,412     $1,006

Net income per share of common stock           $12.29    $  8.76

Average shares outstanding                    114,855    114,855







CITIZENS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2002 AND 2001
(In thousands of dollars)

                                                 Accumu-
                                                  lated
                       Addi-                      Other    Total
                      tional             Trea-   Compre-  Shareh-
               Common Paid-in  Retained   sury   hensive  olders'
               Stock  Capital  Earnings  Stock   Income    Equity

Balance    at
December  31,
2000             $575    $825   $11,050    $(6)     $  56  $12,500

COMPREHENSIVE
INCOME
Net    income
for 2001            -       -     1,006       -         -    1,006
Other
comprehensive
income:
   Unrealized
holding  loss
on securities
arising
during  2001,
net of tax of
$104                -       -         -       -       201      201
TOTAL
COMPREHENSIVE
INCOME                                                       1,207

Cash
dividends   -
$1.35     per
share               -       -     (155)       -         -    (155)

Balance    at
December  31,
2001              575     825    11,901     (6)       257   13,552

COMPREHENSIVE
INCOME
Net    income
for 2002            -       -     1,412       -         -    1,412
Other
comprehensive
income:
   Unrealized
holding  gain
on securities
arising
 during 2002,
net of tax of
$199                -       -         -       -       386      386
TOTAL
COMPREHENSIVE
INCOME                                                       1,798

Cash
dividends   -
$1.50     per
share               -       -     (172)       -         -    (172)

Balance    at
December  31,
2002             $575    $825   $13,141    $(6)      $643  $15,178







CITIZENS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2002 AND 2001
(In thousands of dollars)
                                             2002        2001

Cash flows from operating activities
Net income                                    $1,412      $1,006
Adjustments to reconcile net income to net
cash provided by
operating activities:
Deferred income tax (benefit)                   (40)        (32)
Depreciation and amortization                    211         200
Provision for loan losses                        130         100
Gains on securities called                      (68)       (138)
Net amortization of securities                    22           8
Decrease in accrued interest receivable           74         181
(Increase) decrease in other assets             (17)         143
(Decrease) in accrued interest payable         (250)        (82)
Increase  (decrease) in  accrued  expenses
and other liabilities                             29        (11)

Net cash provided by operating activities      1,503       1,375

Cash flows from investing activities
Net   decrease  (increase)  in   interest-
bearing deposits with banks                    1,489     (2,872)
Purchases of securities available for sale
                                            (31,085)    (34,209)
Maturities,  prepayments  and   calls   of
securities available for sale                 22,407      25,070
Purchases of securities held to maturity           -     (1,480)
Maturities,  prepayments  and   calls   of
securities held to maturity                    1,350       1,486
Net (increase) in loans                      (3,138)     (1,799)
Sales of foreclosed real estate                  203         264
Purchases of premises and equipment             (17)       (123)

Net cash (used) by investing activities      (8,791)    (13,663)

Cash flows from financing activities
Net increase in deposits                       9,283      11,949
Dividends paid                                 (172)       (155)

Net cash provided by financing activities      9,111      11,794

Net  increase (decrease) in cash and  cash
equivalents                                    1,823       (494)
Cash and cash equivalents at beginning  of
year                                          11,187      11,681

Cash and cash equivalents at end of year     $13,010     $11,187

Interest paid                                 $4,055      $5,312

Income taxes paid                               $672        $418

Foreclosed   real   estate   acquired   in
satisfaction of loans                           $101        $145






(1) Summary of Significant Accounting Policies

The  accounting  and  reporting policies of Citizens  Bancshares,
Inc.  (the  "Company") and its subsidiary are based on  generally
accepted accounting principles and conform to predominant banking
industry  practices. Citizens Bank, Ville Platte, Louisiana  (the
"Bank") is wholly owned by the Company.

(a)   Principles  of  consolidation - The consolidated  financial
  statements of the Company include the accounts of the Company and
  its  subsidiary.   All material intercompany  transactions  and
  accounts have been eliminated.

(b)   Nature  of  operations - The Bank  provides  a  variety  of
  financial services to individual and business customers through
  its  three  offices in Evangeline Parish, Louisiana,  which  is
  primarily  an  agricultural area.  The Bank's  primary  deposit
  products are checking and savings accounts and certificates  of
  deposit.   Its primary lending products are agricultural,  real
  estate and consumer loans.

(c)   Use  of estimates - The preparation of financial statements
  in  conformity  with  generally accepted accounting  principles
  requires management to make estimates and assumptions that affect
  the reported amounts of assets and liabilities and disclosure of
  contingent assets and liabilities at the date of the  financial
  statements  and the reported amounts of revenues  and  expenses
  during the reporting period.  Actual results could differ  from
  those  estimates.   Material estimates  that  are  particularly
  susceptible to significant change relate to the determination of
  the  allowance  for losses on loans and the valuation  of  real
  estate   acquired  in  connection  with  foreclosures   or   in
  satisfaction of loans.  In connection with the determination of
  the  allowances for losses on loans and foreclosed real estate,
  management   obtains  independent  appraisals  for  significant
  properties.   While  management uses available  information  to
  recognize  losses on loans and foreclosed real  estate,  future
  additions to the allowances may be necessary based on changes in
  local  economic  conditions,  which  depends  heavily  on   the
  agricultural industry.  In addition, regulatory agencies, as an
  integral part of their examination process, periodically review
  the  Bank's allowances for losses on loans and foreclosed  real
  estate.   Such  agencies  may require  the  Bank  to  recognize
  additions  to  the  allowances based on their  judgments  about
  information available to them at the time of their examination.
  Because  of these factors, it is reasonably possible  that  the
  allowances  for losses on loans and foreclosed real estate  may
  change materially in the near term.

(d)   Cash  equivalents - For the purpose of presentation in  the
  consolidated statements of cash flows, the Company considers due
  from bank accounts and federal funds sold to be cash equivalents.

(e)   Securities held to maturity - Bonds and notes for which the
  Bank has the positive intent and ability to hold to maturity are
  reported at cost, adjusted for premiums and discounts that  are
  recognized in interest income using the interest method over the
  period  to  maturity.  Declines in the fair value of individual
  securities below cost that are other than temporary  result  in
  write-downs  of the individual securities to their fair  value.
  The  related  write-downs are included in earnings as  realized
  losses.

(f)   Securities  available for sale - Securities  available  for
  sale  consist  of  bonds and notes not classified  as  held  to
  maturity.  Unrealized holding gains and losses, net of tax,  on
  these securities are reported as accumulated other comprehensive
  income in shareholders' equity.  Gains and losses on the sale of
  securities available for sale are determined using the specific-
  identification method.  Premiums and discounts are recognized in
  interest  income using the interest method over the  period  to
  maturity.   Declines in the fair value of individual securities
  below cost that are other than temporary result in write-downs of
  the individual securities to their fair value.  The related write-
  downs are included in earnings as realized losses.

(g)   Loans  receivable  and allowance for loan  losses  -  Loans
  receivable that management has the intent and ability to hold for
  the foreseeable future or until maturity or pay-off are reported
  at their outstanding principal adjusted for any charge-offs, the
  allowance for loan losses, and unearned income.  Unearned income
  on discounted loans is recognized as income over the term of the
  loans  using  a  method that approximates the interest  method.
  Interest  on  other  loans is calculated by  using  the  simple
  interest  method  on  daily balances of  the  principal  amount
  outstanding.   The  accrual of interest on  impaired  loans  is
  discontinued when, in management's opinion, the borrower may be
  unable  to  meet payments as they become due.  Interest  income
  generally is not recognized on these loans unless the likelihood
  of  further loss is remote.  Interest payments received on such
  loans are applied as a reduction of the loan principal balance.
  The allowance for loan losses is increased by charges to income
  and decreased by charge-offs (net of recoveries).  Management's
  periodic evaluation of the adequacy of the allowance is based on
  the Bank's past loan loss experience, known and inherent risks in
  the portfolio, adverse situations that may affect the borrower's
  ability  to  repay,  the  estimated  value  of  any  underlying
  collateral, and current economic conditions.

(h)   Premises  and equipment - Land is carried  at  cost.   Bank
  premises,  furniture and equipment are carried  at  cost,  less
  accumulated depreciation and amortization computed principally by
  the straight-line method.

(i)   Foreclosed  real  estate - Real estate properties  acquired
  through, or in lieu of, loan foreclosure are to be sold and are
  initially  recorded  at fair value at the date  of  foreclosure
  establishing a new cost basis.  After foreclosure, valuations are
  periodically  performed by management and the  real  estate  is
  carried at the lower of carrying amount or fair value less cost
  to sell.  Revenue and expenses from operations and changes in the
  valuation allowance are included in operations.

(j)  Fair values of financial instruments - In cases where quoted
  market prices of financial instruments are not available,  fair
  values  are  based on estimates using present  value  or  other
  valuation   techniques.   Those  techniques  are  significantly
  affected by the assumptions used, including the discount rate and
  estimates of future cash flows.  In that regard, the derived fair
  value  estimates  cannot  be  substantiated  by  comparison  to
  independent markets and, in many cases, could not be realized in
  immediate  settlement of the instruments. The  fair  values  of
  certain  financial instruments and all nonfinancial instruments
  are  not  required to be disclosed.  Accordingly, the aggregate
  fair  value  amounts presented do not represent the  underlying
  value of the Company. The following methods and assumptions were
  used  by  the  Company in estimating fair values  of  financial
  instruments:

   (1)  Cash, due from banks, federal funds sold and interest-
     bearing deposits with banks.  The carrying amount is a reasonable
     estimate of fair value.

   (2)  Securities.  Fair value is based on quoted market price, if
     available.  If a quoted market price is not available, fair value
     is estimated using quoted market prices for similar securities.

   (3)   Loans  receivable.  The fair value  is  estimated  by
     discounting the estimated future cash flows using the current
     rates at which similar loans would be made to borrowers with
     similar credit ratings and for the same remaining maturities.

   (4)  Deposits.  The fair value of demand, savings, NOW and money
     market accounts is the amount payable on demand at the reporting
     date.  The fair value of fixed-maturity time deposits  is
     estimated using the rates currently offered for deposits of
     similar remaining maturities.

   (5)  Commitments to extend credit and standby letters of credit.
     If material, the fair value is estimated using the fees currently
     charged to enter into similar agreements, taking into account the
     remaining  terms  of  the  agreements  and  the   present
     creditworthiness of the counterparties.  At December 31, 2002 and
     2001, the fair values of these instruments are not material.

(k)   Income  taxes  -  Deferred tax assets and  liabilities  are
  reflected at currently enacted income tax rates applicable to the
  period  in  which  the deferred tax assets or  liabilities  are
  expected to be realized or settled.  As changes in tax laws  or
  rates  are  enacted,  deferred tax assets and  liabilities  are
  adjusted through the provision for income taxes.

(l)   Net income per share - Net income per share of common stock
  has been computed on the basis of the weighted-average number of
  shares of common stock outstanding.

(m)  Reclassifications - Certain reclassifications have been made
  to the prior year's financial statements, which have no effect on
  net  income as previously reported, to conform to current  year
  reporting.


(2) Restrictions

The  Bank is required to maintain reserve balances by the Federal
Reserve  Bank.  The amounts of these reserves as of December  31,
2002 and 2001 were $391,000 and $339,000, respectively.

In  addition, 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 from the immediately  preceding
year.


(3) Investment Securities

The amortized costs and approximate fair values of investments in
debt securities at December 31 follow (in thousands of dollars):
                                     December 31, 2002
                                      Gross     Gross
                           Amort-    Unreal-   Unreal-
                            ized      ized      ized      Fair
Securities available  for   Cost      Gains    Losses     Value
sale

U. S. Government agencies
and corporations           $32,152      $755       $ -   $32,907
Mortgage-backed
securities                  13,948       223         3    14,168
                           $46,100      $978        $3   $47,075

Securities    held     to
maturity

States    and   political
subdivisions                $6,637      $268       $ -    $6,905

Securities   pledged   to
secure public deposits
and for other purposes     $12,602                       $13,184

                                     December 31, 2001
                                      Gross     Gross
                           Amort-    Unreal-   Unreal-
                            ized      ized      ized      Fair
Securities available  for   Cost      Gains    Losses     Value
sale

U. S. Government agencies
and corporations           $22,402      $347     $  90   $22,659
Mortgage-backed
securities                  15,017       148        15    15,150
                           $37,419      $495      $105   $37,809

Securities    held     to
maturity

States    and   political
subdivisions               $ 7,945      $146     $  21   $ 8,070

Securities   pledged   to
secure public deposits
and for other purposes     $11,879                       $12,145

The  scheduled maturities of securities available  for  sale  and
held  to  maturity  at  December 31, 2002  were  as  follows  (in
thousands of dollars):
                           Available for sale   Held to maturity
                           Amort-               Amort-
                            ized      Fair       ized      Fair
Contractual maturities      Cost      Value      Cost      Value

One year or less           $12,233   $12,421     $2,433    $2,452
After  one  year  through
five years                  27,614    28,351      3,857     4,091
After  five years through
ten years                    2,876     2,920        347       362
After ten years              3,377     3,383          -         -

                           $46,100   $47,075     $6,637    $6,905

Expected  maturities  will  differ  from  contractual  maturities
because   borrowers  may  have  the  right  to  call  or   prepay
obligations  with  or  without call or prepayment  penalties.  No
securities  were sold in 2002 and 2001.  During  2002  and  2001,
proceeds   from   securities  called  before   maturity   totaled
$11,200,000 and $19,095,000 and resulted in gains of $68,000  and
$138,000, respectively.


(4) Loans Receivable

The  components  of loans in the consolidated balance  sheets  at
December 31 were as follows (in thousands of dollars):

                                     2002        2001

Commercial                          $18,802      $18,070
Agricultural                          7,086        7,172
Real estate mortgage                 30,303       27,727
Consumer                             13,196       13,520
Other                                    19           11
                                     69,406       66,500
Unearned income                       (100)        (174)
Allowance for loan losses           (1,250)      (1,177)

                                    $68,056      $65,149

An  analysis  of  the  change in the allowance  for  loan  losses
follows (in thousands of dollars):

                                         2002      2001

Balance at January 1                    $1,177    $1,129
Loans charged off                         (93)      (76)
Recoveries                                  36        24
  Net loans charged off                   (57)      (52)
Provision for loan losses                  130       100
Balance at December 31                  $1,250    $1,177

At  December  31,  2002  and 2001, loans  totaling  $582,000  and
$504,000  were  classified as impaired.  Of  the  total  impaired
loans at December 31, 2002 and 2001, $582,000 and $504,000 had  a
related  allowance  for  loan  losses  of  $61,000  and  $56,000,
respectively.  The average balances of these loans  in  2002  and
2001 were approximately $598,000 and $517,000.  In 2002 and 2001,
interest  income  recognized on impaired loans was  approximately
$47,000  and  $40,000,  respectively.   No  commitments  to  loan
additional  funds to borrowers of impaired loans were outstanding
at  December  31, 2002.  Loans for which the accrual of  interest
had been discontinued at December 31, 2002 and 2001 were $148,000
and  $0, respectively.  Loans past due 90 days or more at the end
of  2002 and 2001 that were still accruing interest were $164,000
and $117,000, respectively.


(5) Premises and Equipment

Components of premises and equipment included in the consolidated
balance  sheets at December 31 were as follows (in  thousands  of
dollars):
                                      2002        2001
Land                                 $   342     $   342
Buildings                              3,021       3,019
Furniture and equipment                  631         615
Automobiles                               46          46
Total cost                             4,040       4,022
Accumulated depreciation             (1,397)     (1,208)
                                      $2,643      $2,814


(6) Deposits

At  December 31, 2002, the scheduled maturities of time  deposits
are as follows (in thousands of dollars):

                                                Other
                                  $100,000       time
Year maturing                     and more     deposits

2003                                $31,816     $46,761
2004                                  2,588       2,145
2005                                  1,110       1,011
2006                                      -          80
2007 and thereafter                     752       3,200

                                    $36,266     $53,197


(7) Financial Instruments

The  Bank  is  a party to financial instruments with  off-balance
sheet risk in the normal course of business to meet the financing
needs  of  its  customers.  These financial  instruments  include
commitments to extend credit and standby letters of credit, which
involve  credit risk in excess of the amounts recognized  in  the
statement of financial condition.  The Bank's exposure to  credit
loss  in the event of nonperformance by the other party to  these
financial  instruments is represented by the contractual  amounts
of  the  instruments.  The Bank uses the same credit policies  in
making commitments and conditional obligations as it does for on-
balance sheet instruments, including collateral or other security
to support the financial instruments.

At  December  31,  2002 and 2001, commitments  to  extend  credit
totaled   $9,802,000   and  $12,297,000,   respectively.    These
commitments are agreements to lend to a customer as long as there
is  no  violation of any condition established in  the  contract.
Commitments  generally  have  fixed  expiration  dates  or  other
termination clauses and may require payment of a fee.  Since many
of the commitments may expire without being drawn upon, the total
commitment  amounts  do  not necessarily  represent  future  cash
requirements.

At  December 31, 2002 and 2001, commitments under standby letters
of  credit totaled $692,000 and $322,000, respectively.   Standby
letters of credit are conditional commitments issued by the  Bank
to guarantee the performance of a customer to a third party.  The
credit  risk involved in issuing letters of credit is essentially
the same as that involved in extending loans to customers.

The  carrying amounts and estimated fair values of the  Company's
financial instruments at December 31 are as follows (in thousands
of dollars):

                            2002                   2001
                     Carrying     Fair     Carrying      Fair
                      Amount      Value     Amount      Value
Financial assets
Cash  and due  from
banks                  $3,690     $3,690      $4,187     $4,187
Federal funds sold
                        9,320      9,320       7,000      7,000
Interest-bearing
deposits with other
banks                   3,463      3,463       4,952      4,952
Securities             53,712     53,980      45,754     45,879
Loans receivable       68,056     68,809      65,149     67,075
Financial
liabilities
Deposits              126,318    126,917     117,036    118,063


(8) Income Taxes

The  consolidated  provision for income taxes  consisted  of  the
following  for  the  years ended December  31  (in  thousands  of
dollars):
                                             2002     2001

Current expense                               $658     $437
Deferred (benefit)                            (40)     (32)

Income tax expense                            $618     $405

The  effective  tax  rates differed from  the  statutory  federal
income tax rates as follows:

                                          2002       2001

Statutory federal income tax rate          34.0%      34.0%
Nontaxable income                         (4.4%)     (7.4%)
Nondeductible expenses                      0.8%       2.1%

Effective tax rate                         30.4%      28.7%

Deferred  tax assets and (liabilities) at December 31 consist  of
the following (in thousands of dollars):

                                          2002       2001

Net    (appreciation)   of   securities
available for sale                        $(331)     $(133)
Allowance for loan losses                    241        216
Accumulated depreciation                    (94)      (110)
Deferred compensation payable                 93         80
Accreted discount on investments            (55)       (41)
Tax basis of land over book                   25         25
Deferred tax asset                        $(121)    $    37

No  valuation  allowance was recorded to reduce the deferred  tax
assets at December 31, 2002 and 2001.


(9) Related Parties

The  Bank  has  entered  into transactions  with  its  directors,
executive   officers,   significant   shareholders,   and   their
affiliates.   The  aggregate amount  of  loans  to  such  related
parties  at December 31, 2002 and 2001 was $577,000 and $718,000,
respectively.   During  2002, new loans to such  related  parties
amounted   to  $708,000  and  repayments  amounted  to  $849,000.
Deposits  held  by  the Bank at December 31, 2002  and  2001  for
related  parties  were  $2,997,000 and $2,527,000,  respectively.
Fees  paid  for  goods and services provided by  related  parties
amounted to $7,000 in 2002 and $89,000 in 2001.


(10) Commitments and Contingencies

At  December  31,  2002 and 2001, the Bank had  unused  lines  of
credit  with other banks which totaled $6,500,000 and $5,500,000,
respectively.   The  lines  were  unsecured  and  have   variable
interest  rates based on the lending bank's daily  federal  funds
rate.

In  addition, the Bank may make advances from the Federal Reserve
Bank  of  Atlanta's discount window.  At December  31,  2002  and
2001, no advances were outstanding.  A pledge of collateral, such
as  investment securities and loans, is necessary before the Bank
may borrow from the discount window.

At  December  31,  2002  and 2001, the Bank  had  $1,181,000  and
$624,000,  respectively, in due from bank balances that  were  in
excess of FDIC insured limits.


(11) Employee Benefit Plans

Effective  January  1, 1997, the Bank offers a Savings  Incentive
Match Plan for Employees (SIMPLE) with no minimum age or years of
service eligibility requirements.  All employees who have  earned
at  least  $5,000 during one of the two preceding calendar  years
and  are  expected  to earn at least $5,000  during  the  current
calendar  year  are eligible to participate.  Participants  could
elect  to  defer up to $7,000 of their compensation  as  elective
contributions  in  2002 and up to $6,500 in 2001.   The  Bank  is
required  to  match  employee contributions  up  to  3%  of  each
employee's  total compensation. The Bank contributed $35,000  and
$36,000 in 2002 and 2001, respectively.

In  addition,  the  Bank  has nonqualified deferred  compensation
plans   for  two  of  its  key  executives.   Under  the  related
"Executive Officers' Death or Retirement Benefits Contract,"  the
Bank is required to pay each executive fixed amounts for 10 years
upon  attainment of age 65 and retirement.  Should the  executive
die  before age 65 and while in the employ of the Bank, the  Bank
is  also  required  to  pay  each executive's  beneficiary  fixed
amounts  for 10 years.  Any amounts payable are to be  paid  from
the  general assets of the Bank, and the executives' rights under
the  contracts are those of an unsecured creditor.   At  December
31,  2002  and  2001,  amounts payable under  the  plans  totaled
$273,000   and  $235,000,  respectively.   Deferred  compensation
expense for 2002 and 2001 were $38,000 and $35,000, respectively.


(12) Regulatory Matters

The  Bank  is  subject to various regulatory capital requirements
administered  by the federal banking agencies.  Failure  to  meet
minimum capital requirements can initiate certain mandatory,  and
possibly   discretionary,  actions   by   regulators   that,   if
undertaken,  could have a direct material effect  on  the  Bank's
financial statements.  Under capital adequacy guidelines and  the
regulatory framework for prompt corrective action, the Bank  must
meet   specific  capital  guidelines  that  involve  quantitative
measures  of  the  Bank's assets, liabilities, and  certain  off-
balance  sheet  items  as calculated under regulatory  accounting
practices.   The  Bank's capital amounts and  classification  are
also  subject  to  qualitative judgments by the regulators  about
components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital
adequacy require the Bank to maintain minimum amounts and  ratios
of  total  and Tier 1 capital, as defined in the regulations,  to
risk-weighted  assets,  as defined, and  of  Tier  1  capital  to
average  assets, as defined.  Management believes, as of December
31,  2002,  that the Bank meets all capital adequacy requirements
to which it is subject.

As  of  December 31, 2002, the most recent notification from  the
Federal  Deposit Insurance Corporation categorized  the  Bank  as
well  capitalized  under  the  regulatory  framework  for  prompt
corrective  action.  To be categorized as well  capitalized,  the
Bank  must  maintain a total risk-based capital ratio of  10%  or
higher, Tier 1 risk-based capital ratio of 6% or higher, and Tier
1  leverage  capital  ratio of 5% or higher.   No  conditions  or
events  have  occurred  since that notification  that  management
believes have changed the Bank's category.  The Bank's actual and
required  capital amounts and ratios are as follows  (dollars  in
thousands):



                                                        To Be Well
                                                       Capitalized
                                                        under the
                                                          Prompt
                                                        Corrective
                                      For Capital         Action
                       Actual           Adequacy        Provisions
                                        Purposes
At December 31,    Amount    Ratio   Amount   Ratio   Amount   Ratio
2002
Total Capital (to $14,857    21.6%    $5,511    8.0%  $6,889   10.0%
Risk Weighted
Assets)
Tier 1 Capital    $13,991    20.3%    $2,756    4.0%  $4,134    6.0%
(to Risk Weighted
Assets)
Tier 1 Capital    $13,991     9.8%    $5,706    4.0%  $7,133    5.0%
(to Adjusted
Total Assets)

At December 31,
2001
Total Capital (to $13,880    20.6%    $5,378    8.0%  $6,723   10.0%
Risk Weighted
Assets)
Tier 1 Capital    $13,036    19.4%    $2,689    4.0%  $4,033    6.0%
(to Risk Weighted
Assets)
Tier 1 Capital    $13,036     9.9%    $5,250    4.0%  $6,562    5.0%
(to Adjusted
Total Assets)


(13) Parent Company Statements

The  financial  statements of Citizens Bancshares,  Inc.  (parent
company only) at December 31 and for the years then ended  follow
(in thousands of dollars):

Balance Sheets                                2002       2001

                  Assets

Investment in Citizens Bank, at equity       $14,812     $13,496
Cash and equivalents                             366          56
Total assets                                 $15,178     $13,552

   Liabilities and Shareholders' Equity

Total liabilities                            $     -    $      -

Common stock                                     575         575
Additional paid-in capital                       825         825
Retained earnings                             13,141      11,901
Treasury stock                                   (6)         (6)
Accumulated other comprehensive income           643         257
Total shareholders' equity                    15,178      13,552
Total liabilities and shareholders' equity
                                             $15,178     $13,552

Statements of Income
                  Income

Equity  in  undistributed  net  income   of
Citizens Bank                                 $  930      $  809
Dividends received from Citizens Bank            502         201
Total income                                   1,432       1,010
                 Expenses

Other expense                                     20           4
Total expenses                                    20           4
Net income                                    $1,412      $1,006

Statements of Cash Flows

Cash flows from operating activities
Net income                                    $1,412      $1,006
Adjustments to reconcile net income to  net
cash provided
by operating activities:
Equity  in  undistributed  net  income   of
Citizens Bank                                  (930)       (809)
Net cash provided by operating activities
                                                 482         197

Cash flows from investing activities               -           -

Cash flows from financing activities
Dividends paid                                 (172)       (155)
Net cash (used) by financing activities        (172)       (155)

Net increase in cash and equivalents             310          42
Cash and equivalents at beginning of year
                                                  56          14
Cash and equivalents at end of year             $366         $56


(14) Bank Subsidiary Statements

The  balance  sheets and income of Citizens Bank (bank  only)  at
December 31 and for the years then ended follow (in thousands  of
dollars):

Balance Sheets                                 2002       2001

                  Assets
Cash and due from banks                      $  3,690    $ 4,187
Federal funds sold                              9,320      7,000
Interest-bearing deposits with banks            3,463      4,952
Investment securities                          53,712     45,753
Loans receivable                               68,056     65,149
Accrued interest receivable                       903        977
Premises and equipment                          2,643      2,814
Foreclosed real estate                              -        102
Deferred tax asset                                  -         37
Other assets                                      580        587
Total assets                                 $142,367   $131,558

   Liabilities and Shareholder's Equity
Deposits                                     $126,685   $117,093
Accrued interest payable                          503        753
Accrued expenses and other liabilities            246        216
Deferred tax liability                            121          -
Common stock                                      575        575
Additional paid-in capital                      4,000      4,000
Retained earnings                               9,594      8,664
Accumulated other comprehensive income            643        257
Total liabilities and shareholder's equity
                                             $142,367   $131,558

Statements of Income

Interest income
Loans                                          $5,715     $5,951
Investment securities                           2,193      2,047
Federal funds sold                                132        515
Deposits with banks                               145        218
Total interest income                           8,185      8,731
Interest expense                                3,805      5,230
Net interest income                             4,380      3,501
Provision for loan losses                         130        100
Net  interest  income after  provision  for     4,250      3,401
loan losses

Noninterest income                                832        912
Noninterest expense                             3,032      2,898
Income tax expense                                618        405

Net income                                     $1,432     $1,010









DESCRIPTION OF BUSINESS

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.  The Company was formed
in  1983  primarily  for  the  purpose  of  holding  all  of  the
outstanding stock of Citizens Bank, Ville Platte, Louisiana  (the
"Bank"), which is the Company's sole subsidiary.

The  Bank  was  formed under the banking laws  of  the  State  of
Louisiana.   The  Bank  conducts  a  general  commercial  banking
business  through its main office in Ville Platte, Louisiana  and
branch  offices in Mamou, Louisiana and Pine Prairie,  Louisiana.
The  Bank  offers a full range of traditional commercial  banking
services,  including demand, savings and time deposits, consumer,
credit  card,  and  commercial and real estate loans,  and  safe-
deposit boxes.  The Bank does not offer trust services.  Drive-in
banking facilities are located at all banking locations.

The Bank competes actively with national and state banks, savings
institutions,  and credit unions in Louisiana for  all  types  of
loans  and deposits.  The Bank also competes with other financial
institutions such as insurance companies, real estate  investment
trusts, small loan companies, and certain government agencies.

As   of  December  31,  2002,  the  Company  and  the  Bank   had
approximately 47 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.


MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

Citizens  Bancshares,  Inc. stock is  not  listed  on  any  stock
exchange  or  over-the-counter market.   The  transaction  prices
listed  below reflect only a limited number of transactions  that
have  come to the attention of management.  No assurance  can  be
given  that such prices represent the actual market value of  the
Company's  common stock.  At December 31, 2002,  there  were  472
holders of record of the Company's common stock.

                                  2002                2001
Per       share      stock   High      Low       High      Low
transactions

First quarter                $40       $40       $40       $40
Second quarter               $40       $40       $40       $40
Third quarter                $40       $40       $40       $40
Fourth quarter               $40       $40       $40       $40

Dividends per share              $1.50               $1.35


AVAILABILITY OF ANNUAL REPORT ON FORM 10-KSB

The annual report of Citizens Bancshares, Inc. and subsidiary  as
filed  with the Securities and Exchange Commission of Form 10-KSB
is  available  on request to any shareholder free  of  charge  by
writing  to Carl Fontenot, President, Citizens Bancshares,  Inc.,
Post Office Box 598, Ville Platte, Louisiana, 70586.






DIRECTORS AND EXECUTIVE OFFICERS

Directors  and  executive officers of the Company  and  its  only
subsidiary,  Citizens Bank, their principal occupations  and  the
year each of the directors took office are as follows:

Name                     Principal Occupation

C. Brent Coreil          Practicing attorney and District  Attorney
                         of  the Parish of Evangeline.  Director of
                         the  Bank  and  the Company since  January
                         2000.

E. J. Deville            Retired realtor and businessman.  Director
                         of  the Bank and the Company since January
                         2000.

Bryan Fontenot           Farmer.   Director  of the  Bank  and  the
                         Company since January 2000.

Carl W. Fontenot         President  and  CEO of the  Bank  and  the
                         Company.  Director of the Bank since 1975.
                         Director of the Company since 1983.

Eugene S. Fontenot       Owner   and  President  of  Euco   Finance
                         Company,  Inc.  Director and Secretary  of
                         the   Bank   since  1975.   Director   and
                         Secretary of the Company since 1983.

Jules Hebert             President  of  Farmers Gas Company,  Inc.,
                         propane   and   butane  gas   distributor.
                         Director of the Bank since 1980.  Director
                         of the Company since 1983.

Stephen P. Mayeux        Senior Vice President of the Bank.

Anita Fontenot Melancon  Assistant  General  Manager  of  Southwest
                         Financial  Corporation.  Director  of  the
                         Bank and the Company since January 2000.

Fredrick Phillips        General contractor.  Director of the  Bank
                         since 1975.  Director of the Company since
                         1983.

Brod Veillon             Assistant Adjutant General/Director  Youth
                         Challenge Program.  Director of  the  Bank
                         and the Company since January 2000.

Wayne Vidrine            Executive  Vice President and  Cashier  of
                         the   Bank.   Treasurer  of  the  Company.
                         Director of the Bank and the Company since
                         January 2000.

Joseph West              General    and   residential   contractor.
                         Director of the Bank and the Company since
                         January 2000.

Roderick Young           Businessman and investor.  Director of the
                         Bank  since 1977.  Director of the Company
                         since 1983.