Citizens Bancshares, Inc.

                          Annual Report

                              2000


President's Message

March  2001


Dear Shareholder:

As  we report the close of another successful year, 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 attest to  another  year  of
continuing  growth  and  excellent  earnings.   These   financial
statements  show  that,  for the year ended  December  31,  2000,
assets increased by about $5,000,000.00 to a new year-end high of
$118,000,000.00.   Based  on  increased  earnings,  an   improved
capital   position,  and  continued  high  asset  quality,   cash
dividends  paid  to  you  increased  by  20  percent  over   1999
dividends.

To  improve services to our customers, Citizens Bank invested  in
improvements   to   Bank   properties   and   equipment.    These
improvements  included extensive renovations to the Pine  Prairie
Branch  to  improve drive-up teller access and customer  parking,
installation of an ATM machine and related services for the Mamou
Branch,  and the addition of 24-hour automated telephone  banking
system at the Ville Platte office to serve all Bank customers.

Citizens Bank has recently adopted a Privacy Act Policy Statement
which affirms the Bank's commitment to protecting the privacy  of
all  who  do  business  with the Bank, including  its  customers,
suppliers,  and  stockholders.  Under the policy,  Citizens  Bank
will  disclose information to unaffiliated third parties only  as
authorized,  required, or permitted by law or banking regulation.
The   Bank   will   use  a  customer's  personal   identification
information   in  our  normal  course  of  business,   but   this
information will not be sold or distributed to other parties  for
marketing purposes.

All Board members, management, and employees remain committed  to
providing  the best and most personal banking services  possible.
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 a drive-through ATM  machine  at  the  Main
Office in Ville Platte, Louisiana.


FINANCIAL CONDITION

Total  assets  increased by $5,443,000 to $118,650,000,  a  4.80%
increase  over  the year-end 1999 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 92.92% of total assets for year-end,  which
includes  loans, investment securities, federal  funds  sold  and
deposits in other banks.

Lending  is  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, 2000, loans (net of the allowance for loan  losses)
increased $4,753,000 or 8.07%, which increased the Bank's loan to
deposit ratio to 60.51%.

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 $1,129,000 as of December 31, 2000,
which  represents  1.74%  of  total  loans.   Provisions  to  the
allowance for loan losses that were charged to net income totaled
$141,000.  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, nonaccrual, 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 nonaccrual 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 nonaccrual 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  becomes
nonaccrual,  depending  on the reporting  period  in  which  such
interest had accrued.  Nonaccrual loans totaled $14,000 and loans
past  due  ninety  (90) days or more and still accruing  interest
totaled  $150,000  for year ended December 31,  2000.   Past  due
loans to total loans were 2.42% for the same period.

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, 2000, securities classified as held to maturity  had
an  amortized cost of $7,928,000 and a fair value of  $7,965,000.
The  securities classified as available for sale had an amortized
cost of $28,174,000 and a market value of $28,258,000.

Deposits,  both  time and demand, represent the chief  source  of
funds for the Bank.  At the end of 2000, total deposits increased
$3,760,000 or 3.71%.  Much of the increase is in Demand  deposits
and time deposits $100,000 and greater.


RESULTS OF OPERATIONS

The  Company  reported a net income of $1,220,000 or  $10.62  per
average share outstanding as of December 31, 2000.  Net return on
assets was 1.03% and net return on equity was 9.76%.

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,
2000 was $3,879,000, a $372,000 or 10.61% increase over 1999.  On
December 31, 2000, the Company's net interest margin was 3.2%.

Noninterest income consists of service charges, fees on financial
services,  and investment securities transactions.   On  December
31,  2000,  noninterest income was $787,000, a  $57,000  increase
from  the  previous  year-end.  The majority of  this  change  is
attributed to an increase in Service Charges of $50,000.

Noninterest expense increased by $251,000, or 9.76% which is  due
primarily  to  an  increase  in  Salaries,  which  is  in  direct
correlation with the growth in assets.


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,  2000  was
40.29%.


CAPITAL ADEQUACY

As  of  December 31, 2000, 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, 2000  are  as
follows (dollars in thousands):

                                                     To Be Well
                                                    Capitalized
                                                     under the
                                                       Prompt
                                     For Capital     Corrective
                                       Adequacy        Action
                        Actual         Purposes      Provisions
                    Amount   Ratio  Amount  Ratio  Amount  Ratio

Total Capital (to
Risk Weighted
Assets)             $13,051   19.2% $5,429    8.0% $6,787   10.0%

Tier 1 Capital (to
Risk Weighted
Assets)             $12,203   18.0% $2,713    4.0% $4,072    6.0%

Tier 1 Capital (to
Adjusted Total
Assets)             $12,203   10.3% $4,733    4.0% $5,916    5.0%





                  INDEPENDENT AUDITORS' REPORT


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

We  have  audited  the  accompanying consolidated  statements  of
financial  condition  of  Citizens  Bancshares,  Inc.   and   its
subsidiary  as  of December 31, 2000 and 1999,  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 generally  accepted
auditing  standards.  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, 2000 and 1999, and the results  of
their operations and their cash flows for the years then ended in
conformity with generally accepted accounting principles.


Basil M. Lee And Company


Baton Rouge, Louisiana
January 16, 2001



CITIZENS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 2000 AND 1999
(In thousands of dollars)

                                               2000        1999
                  Assets

Cash and due from banks (Note 2)               $3,281      $2,423
Federal funds sold                              8,400       6,225
   Cash and cash equivalents                   11,681       8,648
Interest-bearing deposits with banks            2,080       5,250
Securities available for sale, at fair
values (Note 3)                                28,258      25,568
Securities held to maturity, fair values of
$7,965 in 2000 and $9,803 in 1999 (Note 3)      7,928       9,901
Loans receivable, net of allowance for loan
losses of $1,129 in 2000 and $1,029 in 1999
(Note 4)                                       63,595      58,842
Accrued interest receivable                     1,158       1,040
Premises and equipment (Note 5)                 2,891       2,924
Foreclosed real estate                            221          50
Deferred tax asset (Note 8)                       109         285
Other assets                                      729         699

  Total assets                               $118,650    $113,207

   Liabilities and Shareholders' Equity

Liabilities
  Demand deposits                             $11,310     $10,256
  Savings, NOW, and money-market deposits      15,343      16,729
  Time deposits $100,000 and more (Note 6)     28,663      24,665
  Other time deposits (Note 6)                 49,771      49,677
    Total deposits                            105,087     101,327
Accrued interest payable                          835         604
Accrued expenses and other liabilities            228         258

  Total liabilities                           106,150     102,189

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)                   11,050       9,968
  Treasury stock at cost, 145 shares              (6)         (6)
  Accumulated other comprehensive income           56       (344)

  Total shareholders' equity                   12,500      11,018

    Total   liabilities  and  shareholders'
equity                                       $118,650    $113,207



CITIZENS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 2000 AND 1999
(In thousands of dollars, except per share amounts)

                                               2000        1999
Interest income
  Loans receivable                             $5,879      $5,273
  Taxable securities                            1,879       1,557
  Tax-exempt securities                           371         377
  Federal funds sold                              518         459
  Deposits with banks                             211         292
    Total interest income                       8,858       7,958

Interest expense
  Deposits
    Savings, NOW, and money-market deposits       598         540
    Time deposits $100,000 and more             1,577       1,303
    Other time deposits                         2,803       2,605
  Other                                             1           3
      Total interest expense                    4,979       4,451

Net interest income                             3,879       3,507
Provision for loan losses (Note 4)                141         108

   Net interest income after provision  for
loan losses                                     3,738       3,399

Noninterest income
  Service charges                                 616         566
  Insurance commissions                            89         109
  Other income                                     82          55
    Total noninterest income                      787         730

Noninterest expense
  Salaries and employee benefits                1,692       1,520
  Occupancy and equipment expense                 441         430
  Other expense                                   690         622
    Total noninterest expense                   2,823       2,572

Income before income taxes                      1,702       1,557
Income tax expense (Note 8)                       482         426

Net income                                     $1,220      $1,131

Net income per share of common stock           $10.62       $9.85

Average shares outstanding                    114,855     114,855




CITIZENS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2000 AND 1999
(In thousands of dollars)


                                              Accumu-
                                               lated
                   Addi-                       Other       Total
                   tional                     Compre-      Share-
          Common  Paid-in Retained  Treasury  hensive     holders'
          Stock   Capital Earnings    Stock    Income      Equity

Balance
at
December
31, 1998    $575     $825   $8,952      $(6)        $33    $10,379

COMPRE-
HENSIVE
INCOME
Net
income
for 1999       -        -    1,131         -          -      1,131
Other
compre-
hensive
income:
Unreal-
ized
holding
loss   on
securi-
ties
arising
during
1999, net
of tax of
$194           -        -        -         -      (377)      (377)
TOTAL
COMPRE-
HENSIVE
INCOME                                                         754

Cash
dividends
-   $1.00
per share      -        -    (115)         -          -      (115)

Balance
at
December
31, 1999     575      825    9,968       (6)      (344)     11,018

COMPRE-
HENSIVE
INCOME
Net
income
for 2000       -        -    1,220         -          -      1,220
Other
compre-
hensive
income:
Unreal-
ized
holding
gain   on
securi-
ties
arising
during
2000, net
of tax of
$206           -        -        -         -        400        400
TOTAL
COMPRE-
HENSIVE
INCOME                                                       1,620

Cash
dividends
-   $1.20
per share      -        -    (138)         -          -      (138)

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




CITIZENS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2000 AND 1999
(In thousands of dollars)
                                                 2000      1999

Cash flows from operating activities
Net income                                       $1,220    $1,131
Adjustments  to reconcile net  income  to  net
cash provided by operating activities:
Deferred income tax (benefit)                      (30)      (10)
Depreciation                                        197       194
Provision for loan losses                           141       108
Net (accretion) amortization of securities         (17)        62
(Increase) in accrued interest receivable         (118)     (100)
(Increase) decrease in other assets                (30)        44
Increase in accrued interest payable                231        47
Increase  (decrease) in accrued  expenses  and
other liabilities                                  (30)         1

Net cash provided by operating activities         1,564     1,477

Cash flows from investing activities
Net  decrease  (increase) in  interest-bearing
deposits with banks                               3,170     (108)
Purchases of securities available for sale      (5,906)   (8,792)
Maturities of securities available for sale       3,842     9,101
Purchases of securities held to maturity          (112)   (2,823)
Maturities of securities held to maturity         2,082     1,050
Net (increase) in loans                         (5,350)   (6,912)
Sales of foreclosed real estate                     285        31
Purchases of premises and equipment               (164)     (139)

Net cash (used) by investing activities         (2,153)   (8,592)

Cash flows from financing activities
Net increase in deposits                          3,760     7,396
Dividends paid                                    (138)     (115)

Net cash provided by financing activities         3,622     7,281

Net increase in cash and cash equivalents         3,033       166
Cash and cash equivalents at beginning of year    8,648     8,482

Cash and cash equivalents at end of year        $11,681    $8,648

Interest paid                                    $4,748    $4,404

Income taxes paid                                  $537      $409

Foreclosed    real    estate    acquired    in
satisfaction of loans                              $456       $81



(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 their 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 their 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, 2000 and
     1999, 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,
2000 and 1999 were $299,000 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, 2000
                                       Gross     Gross
                            Amort-    Unreal-   Unreal-
Securities  available   for  ized      ized      ized      Fair
sale                         Cost      Gains    Losses     Value

U.  S.  Government agencies
and corporations            $18,775      $153      $100   $18,828
Mortgage-backed securities    9,399        65        34     9,430
                            $28,174      $218      $134   $28,258

Securities held to maturity

U.  S.  Government agencies
and corporations            $   500      $  1     $   -   $   501
States     and    political
subdivisions                  7,233        65        29     7,269
Mortgage-backed securities      195         -         -       195
                             $7,928       $66       $29    $7,965

Securities    pledged    to
secure public deposits and
for other purposes          $12,447                       $12,433

                                     December 31, 1999
                                       Gross     Gross
                            Amort-    Unreal-   Unreal-
Securities  available   for  ized      ized      ized      Fair
sale                         Cost      Gains    Losses     Value

U.  S.  Government agencies $14,635     $   -      $415   $14,220
and corporations
Mortgage-backed securities   11,455        30       137    11,348
                            $26,090       $30      $552   $25,568

Securities held to maturity

U.  S.  Government agencies
and corporations            $   500     $   -    $    4   $   496
States     and    political
subdivisions                  8,777        25       114     8,688
Mortgage-backed securities      624         -         5       619
                             $9,901       $25      $123    $9,803
Securities    pledged    to
secure public deposits and
for other purposes          $15,847                       $15,588

The  scheduled maturities of securities available for sale and
held  to  maturity at December 31, 2000 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             $3,074    $3,056    $1,488    $1,489
After one year through five
years                        25,100    25,202     5,287     5,298
After  five  years  through
ten years                         -         -     1,153     1,178

                            $28,174   $28,258    $7,928    $7,965

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 2000 and 1999.


(4)  Loans Receivable

The  components  of  loans  in  the  consolidated  statements  of
financial  condition at December 31 were as follows (in thousands
of dollars):
                                         2000       1999

Commercial                              $17,504    $15,346
Agricultural                              7,779      6,687
Real estate mortgage                     26,576     25,544
Consumer                                 13,160     12,731
Other                                        18         22
                                         65,037     60,330
Unearned income                           (313)      (459)
Allowance for loan losses               (1,129)    (1,029)

                                        $63,595    $58,842

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

                                         2000      1999

Balance at January 1                    $1,029    $1,001

Loans charged off                        (109)     (104)
Recoveries                                  68        24
  Net loans charged off                   (41)      (80)
Provision for loan losses                  141       108

Balance at December 31                  $1,129    $1,029

At  December  31,  2000  and 1999, loans  totaling  $243,000  and
$684,000  were  classified as impaired.  Of  the  total  impaired
loans at December 31, 2000 and 1999, $243,000 and $684,000 had  a
related  allowance  for  loan  losses  of  $26,000  and  $64,000,
respectively.  The average balances of these loans  in  2000  and
1999 were approximately $249,000 and $716,000.  In 2000 and 1999,
interest  income  recognized on impaired loans was  approximately
$17,000  and  $48,000,  respectively.   No  commitments  to  loan
additional  funds to borrowers of impaired loans were outstanding
at December 31, 2000.


(5)  Premises and Equipment

Components of premises and equipment included in the consolidated
statements of financial condition at December 31 were as  follows
(in thousands of dollars):
                                         2000       1999
Cost:
Land                                       $342       $342
Buildings                                 2,858      2,828
Furniture and equipment                     685        662
Automobiles                                  39         55
Construction in progress                    103          -
                                          4,027      3,887
Accumulated depreciation                (1,136)      (963)

                                         $2,891     $2,924

The Company is the lessee of computer hardware and software under
capital  leases that expire in 2001 at which time the assets  can
be  purchased  for  $1.  The assets are recorded  at  a  cost  of
$96,000.   Amortization of the cost is over  five  years  and  is
included  in  depreciation expense.  The  related  capital  lease
payable  is included in other liabilities and is being  amortized
over the lease term of three years at an average interest rate of
4.6%.  Minimum lease payments are $40,000 per year in  the  years
1998 through 2000.


(6)  Deposits

At  December 31, 2000, the scheduled maturities of time  deposits
are as follows (in thousands of dollars):

                                                  Other
                                     $100,000      time
Year maturing                        and more    deposits

2001                                  $23,967     $41,857
2002                                    3,847       5,760
2003                                      449       1,083
2004                                        -          40
2005 and thereafter                       400       1,031

                                      $28,663     $49,771


(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,  2000 and 1999, commitments  to  extend  credit
totaled   $6,902,000   and   $8,103,000,   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, 2000 and 1999, commitments under standby letters
of  credit totaled $254,000 and $190,000, 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):
                                 2000              1999
                            Carry-            Carry-
                              ing     Fair      ing     Fair
                            Amount    Value   Amount    Value
Financial assets
Cash and due from banks      $3,281   $3,281   $2,423   $2,423
Federal funds sold            8,400    8,400    6,225    6,225
Securities                   36,186   36,223   35,469   35,371
Loans receivable             63,595   63,279   58,842   58,324

Financial liabilities
Deposits                    105,087  103,203  101,327  101,576


(8)  Income Taxes

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

                                             2000     1999

Current expense                               $512     $436
Deferred (benefit)                            (30)     (10)

Income tax expense                            $482     $426

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

                                              2000      1999

Statutory federal income tax rate             34.0%     34.0%
Nontaxable income                            (7.3%)    (8.7%)
Nondeductible expenses                         1.6%      2.1%

Effective tax rate                            28.3%     27.4%

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

                                             2000     1999

Net    depreciation    (appreciation)    of
securities available for sale                $(29)     $177
Allowance for loan losses                      199      165
Accumulated depreciation                     (116)    (121)
Deferred compensation payable                   68       57
Accreted discount on investments              (38)     (18)
Tax basis over book value of land               25       25

Deferred tax asset                           $ 109    $ 285

No  valuation  allowance was recorded to reduce the deferred  tax
asset at December 31, 2000 and 1999.


(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, 2000 and 1999 was $902,000 and $553,000,
respectively.   During  2000, new loans to such  related  parties
amounted  to  $1,128,000  and repayments  amounted  to  $779,000.
Deposits  held  by  the Bank at December 31, 2000  and  1999  for
related  parties  were  $2,253,000 and $3,504,000,  respectively.
Fees  paid  for  goods and services provided by  related  parties
amounted to $11,000 in 2000 and $12,000 in 1999.


(10)  Commitments

At  December  31,  2000 and 1999, the Bank had  unused  lines  of
credit  with other banks which totaled $5,300,000 and $3,500,000,
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,  2000  and
1999, 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.


(11)  Pension Plan

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  may
elect  to  defer up to $6,000 of their compensation  as  elective
contributions.    The  Bank  is  required   to   match   employee
contributions up to 3% of each employee's total compensation. The
Bank  contributions  in 2000 and 1999 were $33,000  and  $33,000,
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,  2000,  that the Bank meets all capital adequacy requirements
to which it is subject.

As  of  December 31, 2000, 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
                                       For Capital    Corrective
                                        Adequacy        Action
                         Actual         Purposes      Provisions
At December 31,
2000                Amount    Ratio Amount    Ratio Amount    Ratio
Total Capital (to
Risk Weighted
Assets)             $13,051   19.2%  $5,429    8.0%  $6,787   10.0%
Tier 1 Capital (to
Risk Weighted
Assets)             $12,203   18.0%  $2,713    4.0%  $4,072    6.0%
Tier 1 Capital (to
Adjusted Total
Assets)             $12,203   10.3%  $4,733    4.0%  $5,916    5.0%

At December 31,
1999
Total Capital (to
Risk Weighted
Assets)             $11,888   19.0%  $5,014    8.0%  $6,267   10.0%
Tier 1 Capital (to
Risk Weighted
Assets)             $11,102   17.7%  $2,507    4.0%  $3,760    6.0%
Tier 1 Capital (to
Adjusted Total
Assets)             $11,102    9.6%  $4,617    4.0%  $5,771    5.0%


(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):

Statements of Financial Condition             2000       1999
                  Assets
Investment in Citizens Bank, at equity       $12,486    $11,011
Cash and equivalents                              14          7
Total assets                                 $12,500    $11,018

   Liabilities and Shareholders' Equity
Total liabilities                            $     -    $     -

Common stock                                     575        575
Additional paid-in capital                       825        825
Retained earnings                             11,050      9,968
Treasury stock                                   (6)        (6)
Accumulated other comprehensive income            56      (344)
Total shareholders' equity                    12,500     11,018
Total liabilities and shareholders' equity
                                             $12,500    $11,018

Statements of Income                          2000       1999
                  Income
Equity  in  undistributed  net  income   of   $1,075     $1,013
Citizens Bank
Dividends received from Citizens Bank            150        121
Total income                                   1,225      1,134
                 Expenses
Other expense                                      5          3
Total expenses                                     5          3
Net income                                    $1,220     $1,131

Statements of Cash Flows

Cash flows from operating activities
Net income                                    $1,220     $1,131
Adjustments to reconcile net income to  net
cash provided by operating
     activities:
Equity  in  undistributed  net  income   of  (1,075)    (1,013)
Citizens Bank
Net cash provided by operating activities
                                                 145        118

Cash flows from investing activities               -          -

Cash flows from financing activities
Dividends paid                                 (138)      (115)
Net cash (used) by financing activities        (138)      (115)

Net increase in cash and equivalents               7          3
Cash and equivalents at beginning of year
                                                   7          4
Cash and equivalents at end of year              $14         $7


(14)  Bank Subsidiary Statements

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

Statements of Financial Condition              2000       1999

                   Assets
Cash and due from banks                         $3,281     $2,423
Federal funds sold                               8,400      6,225
Interest-bearing deposits with banks             2,080      5,250
Investment securities                           36,186     35,469
Loans receivable                                63,595     58,842
Accrued interest receivable                      1,158      1,040
Premises and equipment                           2,891      2,924
Foreclosed real estate                             221         50
Deferred tax asset                                 109        285
Other assets                                       729        699
Total assets                                  $118,650   $113,207

    Liabilities and Shareholder's Equity
Deposits                                      $105,101   $101,334
Accrued interest payable                           835        604
Accrued expenses and other liabilities             228        258
Common stock                                       575        575
Additional paid-in capital                       4,000      4,000
Retained earnings                                7,855      6,780
Accumulated other comprehensive income              56      (344)
Total liabilities and shareholder's equity
                                              $118,650   $113,207

Statements of Income

Interest income
Loans                                           $5,879     $5,273
Investment securities                            2,250      1,934
Federal funds sold                                 518        459
Deposits with banks                                211        292
Total interest income                            8,858      7,958
Interest expense                                 4,979      4,451
Net interest income                              3,879      3,507
Provision for loan losses                          141        108
Net interest income after provision for loan
losses                                           3,738      3,399

Noninterest income                                 787        730
Noninterest expense                              2,818      2,569
Income tax expense                                 482        426

Net income                                      $1,225     $1,134



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,  2000,  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, 2000,  there  were  476
holders of record of the Company's common stock.

                                  2000                1999
Per       share      stock
transactions                 High      Low       High      Low

First quarter                $50       $40       $40       $40
Second quarter               $40       $40       $40       $40
Third quarter                $40       $40       $40       $40
Fourth quarter               $40       $40       $40       $40

Dividends per share              $1.20               $1.00


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 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        Public  Relations  and Education  Director
Melancon              for Savoy Medical Center.  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          Commander of Louisiana Air National Guard.
                      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 since January 2000.

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

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