Citizens Bancshares, Inc.
                                
                          Annual Report
                                
                              1997
                                              PRESIDENT'S MESSAGE


March, 1998


Dear Shareholder:

The  Board  of  Directors and management  thank  you,  our  loyal
shareholder and customer, for the support and confidence you have
continually entrusted to Citizens Bank and in us.

Your  Holding Company and Bank have experienced yet another  year
of significant growth and excellent earnings.  For the year ended
December   31,  1997,  assets  increased  almost  $7,000,000   to
approximately  $98,000,000,  with  related  increases  in  loans,
deposits, and equity positions.  For 1997, cash dividends paid to
Holding Company shareholders totaled $0.70 per share (an increase
of  17%  over 1996 dividends), and the year-end 1997  book  value
totaled  over  $82 per share.  With the continued  commitment  to
serving  the  banking  needs  of  Evangeline  Parish,  we  expect
continued  Bank  growth  and  increases  in  the  value  of  your
investment.

The  major expansion and renovation of the Bank's main office was
substantially  completed by the end of 1997.  This expansion  and
renovation  more than doubled the square footage  of  the  Bank's
physical  plant, afforded the opportunity to provide new  banking
products and services, and included the addition of internal data
processing capability.  This major undertaking has positioned the
Bank  to  meet  customer  needs and  demands  with  uninterrupted
service into the new millennium.  We thank you and our many loyal
customers  for  the support and patience demonstrated  throughout
the construction and transition phases of these projects.

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

Sincerely,




Carl W. Fontenot
President & CEO
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS


GENERAL STATEMENT

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").

Citizens 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  and  also operates branch facilities in  the  Town  of
Mamou, Louisiana and the Village of Pine Prairie, Louisiana.  The
Bank  offers  a  full  range  of traditional  commercial  banking
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.

With the year 2000 approaching, management sees the challenge  it
has  created  for  data processing and has  taken  the  following
steps:

  O    Prepared a listing of various systems, both internal and
    external, which may be affected by Year 2000 transition.

  O    Identified Year 2000 readiness status of each system and, if
    not certifiable as Year 2000 ready, identified readiness target
    date.

  O     Maintained  correspondence log of Year  2000  readiness
    certifications received from hardware and software  systems
    vendors and from outside service producers, including the Bank's
    investment portfolio.

  O    Prepare quarterly progress reports (commencing April, 1998
    through Year 2000) for the Bank's Audit Committee and Board of
    Directors which details the readiness status of each system
    exposed to Year 2000 transition, the expected readiness date, and
    possible  alternatives if not functionally  ready  with  an
    acceptable timeframe.

FINANCIAL CONDITION

Total  assets  increased by $6,907,000 to  $97,957,000,  a  7.59%
increase  over  the year-end 1996 total asset level.   Management
feels  that  growth  represents core  deposits  and  envisions  a
moderate   continuing  growth  in  the  future,  now   that   the
construction of the Ville Platte expansion is complete.

Earning  assets,  which  include  loans,  investment  securities,
federal  funds  sold and deposits in other banks were  93.26%  of
total assets.

Loans  constitute a primary source of income for the  Bank.   The
Bank  desires to make all sound loans its resources will  permit.
This  lending objective is specifically articulated in the Bank's
written  Loan  Policy and its written Community Reinvestment  Act
Policy.  As of December 31, 1997, loans net of the allowance  for
loan  losses increased $4,219,000 or 10.09%.  The Bank's loan  to
deposit ratio at December 31, 1997 was 52.67%.

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 $937,000 as of December 31,  1997,
which  represents  1.99%  of  total  loans.   Provisions  to  the
allowance for loan losses that were charged to net income totaled
$128,000.  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.

Citizens  Bank  follows a close policy in scrutinizing  past  due
loans  and  their placement in nonaccrual status, as dictated  by
the  Bank's  loan policy.  Policy 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.  At December 31, 1997,  nonaccrual  loans
totaled  $47,000 and loans past due ninety (90) days or more  and
still  accruing  interest totaled $113,000.  Past  due  loans  to
total loans at December 31, 1997 were 2.13%.

Besides  interest  income  on loans, another  primary  source  of
income  is  interest  on  investment securities.   Citizens  Bank
maintains  a written investment policy.  The Policy provides  for
investments that provide secondary income and primary  liquidity.
Management  follows  its  policy strictly  to  assure  high-grade
investments  of  bankable  quality.  Under  Financial  Accounting
Standards  Board  Statement number 115, the Bank categorizes  and
accounts  for  debt  securities investments as  either  "held  to
maturity" or "available for sale."  No investment securities  are
held  in  trading  accounts.  At December  31,  1997,  securities
classified  as  held  to  maturity  had  an  amortized  cost   of
$8,329,000 and a fair value of $8,399,000.  Securities classified
as available for sale had an amortized cost of $25,246,000 and  a
fair value of $25,316,000.

Deposits,  both  time and demand, represent the chief  source  of
funds for the Bank.  At the end of 1997, total deposits increased
$5,500,000 or 6.71%.  Much of this increase is in time  deposits,
which increased by $4,312,000 or 7.12%.

RESULTS OF OPERATIONS

The  Company  reported a net income of $1,094,000  or  $9.51  per
average share outstanding as of December 31, 1997.  Net return on
assets was 1.13% and net return on equity was 10.58%.

Net  interest income is the Company's principal source of revenue
and  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,
1997  was $3,170,000, a $365,000 or 13.01% increase.  At December
31, 1997, the Company's net interest margin was 3.35%.

Noninterest income, which consists primarily of service  charges,
fees  on financial services and investment security transactions,
was $581,000 at December 31, 1997, a 3.65% decrease from December
31, 1996.

In  1997  noninterest  expense increased by $247,000  or  13.28%,
which is mainly due to the data processing conversion which  took
place in October, 1997.

LIQUIDITY

The primary functions of asset/liability management are 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 either depositors wanting to
withdraw  funds  or borrowers needing assurance  that  sufficient
funds  will  be  available  to meet their  credit  needs.   Major
elements  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 investment 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, 1997 was 49.33%.

CAPITAL ADEQUACY

In  accordance with Regulation F, the following table  represents
the  Bank's ratios as of December 31, 1997 along with information
concerning minimum ratios that the Bank must meet in order to  be
classified   as   either   "Adequately  Capitalized"   or   "Well
Capitalized."

                                        Adequately       Well
                              Citizens  Capitalized  Capitalized
                                Bank      Minimum      Minimum
                                                                 
Tier  1  Risk-Based  Capital    18.53%        4.00%         6.00%
Ratio
                                                                 
Total   Risk-Based   Capital    19.78%        8.00%        10.00%
Ratio
                                                                 
Leverage Ratio                   9.51%        3.00%         5.00%



                  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, 1997 and 1996,  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, 1997 and 1996, 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
February 3, 1998
CITIZENS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 1997 AND 1996
(In thousands of dollars)

                                                1997       1996
                   Assets                                
                                                         
Cash and due from banks (Note 2)               $ 1,848    $ 2,352
Federal funds sold                               6,900      3,725
   Cash and cash equivalents                     8,748      6,077
Interest-bearing deposits with banks             4,758      3,766
Securities available for sale, at fair values   25,316     25,999
(Note 3)
Securities held to maturity, fair values of      8,329     10,909
$8,399 in 1997 and $10,997 in 1996 (Note 3)
Loans receivable, net of allowance for loan     46,051     41,832
losses of $937 in 1997 and $859 in 1996 (Note
4)
Accrued interest receivable                        960        890
Premises and equipment (Note 5)                  3,064      1,017
Foreclosed real estate, net of allowance of         14          -
$7 in 1997 and $16 in 1996 (Note 6)
Deferred tax asset (Note 9)                         68         44
Other assets                                       649        516
                                                                 
  Total assets                                 $97,957    $91,050

    Liabilities and Shareholders' Equity                 
                                                         
Liabilities                                              
  Demand deposits                              $ 9,308    $ 9,235
  Savings, NOW, and money-market deposits       13,261     12,146
  Time deposits $100,000 and more (Note 7)      22,397     20,772
  Other time deposits (Note 7)                  42,467     39,780
    Total deposits                              87,433     81,933
Accrued interest payable                           568        540
Accrued expenses and other liabilities             482        117
                                                                 
  Total liabilities                             88,483     82,590
                                                                 
Shareholders' equity (Note 13)                                   
Common  stock,  $5 par value, 300,000  shares      575        575
authorized,   115,000   shares   issued   and
outstanding
Additional paid-in capital                         825        825
Retained earnings (Note 2)                       8,027      7,013
Net  unrealized  appreciation  on  securities       47         47
available for sale, net of tax of $24 in 1997
and $24 in 1996
                                                                 
  Total shareholders' equity                     9,474      8,460
                                                                 
  Total liabilities and shareholders' equity   $97,957    $91,050
CITIZENS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1997 AND 1996
(In thousands of dollars, except per share amounts)

                                                1997       1996
Interest income                                          
  Loans receivable                              $4,384     $3,864
  Taxable securities                             1,909      1,798
  Tax-exempt securities                            267        263
  Federal funds sold                               327        245
  Deposits with banks                              238        216
    Total interest income                        7,125      6,386
                                                                 
Interest expense                                                 
  Deposits                                                       
    Savings, NOW, and money-market deposits        385        353
    Time deposits $100,000 and more              1,212      1,082
    Other time deposits                          2,358      2,146
      Total interest expense                     3,955      3,581
                                                                 
Net interest income                              3,170      2,805
Provision for loan losses (Note 4)                 128         75
                                                                 
Net  interest income after provision for loan    3,042      2,730
losses
                                                                 
Noninterest income                                               
  Service charges                                  442        426
  Insurance commissions                             82        101
  Other income                                      57         76
    Total noninterest income                       581        603
                                                                 
Noninterest expense                                              
  Salaries and employee benefits                 1,167      1,086
  Occupancy and equipment expense                  290        214
  Computer and courier                             126        138
  Stationery and supplies                           73         61
  Professional fees                                 64         62
  FDIC assessment                                   10          2
  Other expense                                    377        297
    Total noninterest expense                    2,107      1,860
                                                                 
Income before income taxes                       1,516      1,473
Income tax expense (Note 9)                        422        420
                                                                 
Net income                                      $1,094     $1,053
                                                                 
Net income per share of common stock           $  9.51    $  9.16
                                                                 
Average shares outstanding                     115,000    115,000
CITIZENS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1997 AND 1996
(In thousands of dollars)

                                               Net             
                                           Unrealized
                                          Appreciation         
                      Addi-                 (Depreci-       Total
                      tional                 ation)
             Com-     Paid-      Re-      on Available      Share-
              mon       in      tained         for         holders'
             Stock    Capi-     Earn-         Sale          Equity
                       tal       ings      Securities
                                                           
Balance  at   $575      $825    $6,029             $123      $7,552
December
31, 1995
                                                                   
Net  income      -         -     1,053                -       1,053
for 1996
Cash             -         -      (69)                -        (69)
dividends
paid      -
$0.60   per
share
Net  change      -         -         -             (76)        (76)
in
unrealized
appreci-
ation of
securities                                                         
available
for   sale,
net  of tax
of $39
                                                                   
Balance  at    575       825     7,013               47       8,460
December
31, 1996
                                                                   
Net  income      -         -     1,094                -       1,094
for 1997
Cash             -         -      (80)                -        (80)
dividends
paid      -
$0.70   per
share
                                                                   
Balance  at   $575      $825    $8,027            $  47      $9,474
December
31, 1997
CITIZENS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1997 AND 1996
(In thousands of dollars)
                                                1997       1996
                                                          
Cash flows from operating activities                      
Net income                                      $1,094     $1,053
Adjustments  to reconcile net  income  to  net                   
cash provided by operating activities:
Deferred income tax expense (benefit)             (26)       (24)
Depreciation and amortization                      101         87
Provision for loan losses                          128         75
Net (accretion) of securities                     (52)       (46)
(Increase) in accrued interest receivable         (70)       (22)
(Increase) decrease in other assets              (133)         41
Increase in accrued interest payable                28         60
Increase   in  accrued  expenses   and   other      13         11
liabilities
                                                                 
Net cash provided by operating activities        1,083      1,235
                                                                 
Cash flows from investing activities                             
Net  (increase)  decrease in  interest-bearing   (992)        (1)
deposits with banks
Purchases of securities available for sale     (9,739)    (14,429
                                                                )
Maturities of securities available for sale     11,038     13,577
Purchases of securities held to maturity       (3,446)    (7,105)
Maturities of securities held to maturity        5,462      5,898
Net (increase) in loans                        (4,388)    (5,973)
Sales of foreclosed real estate                     29        178
Purchases of premises and equipment            (1,796)      (229)
                                                                 
Net cash (used) by investing activities        (3,832)    (8,084)
                                                                 
Cash flows from financing activities                             
Net increase in deposits                         5,500      6,922
Dividends paid                                    (80)       (69)
                                                                 
Net cash provided by financing activities        5,420      6,853
                                                                 
Net increase in cash and cash equivalents        2,671          4
Cash and cash equivalents at beginning of year   6,077      6,073
                                                                 
Cash and cash equivalents at end of year       $ 8,748    $ 6,077
                                                                 
Interest paid                                  $ 3,927    $ 3,521
                                                                 
Income taxes paid                              $   519    $   393
                                                                 
Foreclosed    real    estate    acquired    in $    43    $   150
satisfaction of loans
(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 a net amount  in  a  separate
  component  of shareholders' equity until realized.   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)   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.

(k)   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.

(l)  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 average reserve balances by the
Federal Reserve Bank.  The average amounts of these reserves  for
the  years  ended  December 31, 1997 and 1996 were  $266,000  and
$206,000, 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, 1997
                                     Gross     Gross        
                          Amort-     Unreal-   Unreal-    Fair
                           ized       ized      ized
Securities available for   Cost      Gains     Losses     Value
sale
                                                         
U. S. Treasury             $2,211    $    3      $  4     $2,210
securities
U. S. Government           14,457        30        13     14,474
agencies and
corporations
Mortgage-backed             8,578        90        36      8,632
securities
                                                                
                          $25,246      $123       $53    $25,316
                                                         
Securities    held    to                                 
maturity
                                                         
U. S. Treasury             $1,001     $   -       $ -     $1,001
securities
U. S. Government            1,399         -         -      1,399
agencies and
corporations
States and political        5,357        74         -      5,431
subdivisions
Mortgage-backed               572         -         4        568
securities
                                                                
                           $8,329       $74        $4     $8,399
                                                                
Securities  pledged   to                                        
secure public deposits
and for other purposes     $7,505                         $7,520

Securities available for            December 31, 1996
sale
                                                         
U. S. Treasury            $ 3,560    $    7       $12    $ 3,555
securities
U. S. Government           14,798        77        40     14,835
agencies and
corporations
Mortgage-backed             7,571        73        35      7,609
securities
                                                                
                          $25,929      $157       $87    $25,999
                                                            
Securities    held    to                                    
maturity
                                                         
U. S. Treasury            $ 2,200    $    2      $  2    $ 2,200
securities
U. S. Government            3,427         2         5      3,424
agencies and
corporations
States and political        5,012        98         4      5,106
subdivisions
Mortgage-backed               270         -         3        267
securities
                                                                
                          $10,909      $102       $14    $10,997
                                                                
Securities  pledged   to                                        
secure public deposits
and for other purposes    $ 5,892                        $ 5,876

The  scheduled maturities of securities available for sale and
held  to  maturity at December 31, 1997 were  as  follows  (in
thousands of dollars):
                           Available for sale  Held to maturity
                          Amort-      Fair      Amort-     Fair
                           ized                  ized
Contractual maturities     Cost       Value      Cost     Value
                                                          
One year or less           $8,399     $8,406    $3,201    $3,202
After one year through     14,160     14,177     4,150     4,204
five years
After five years through    2,284      2,329       978       993
ten years
After ten years               403        404         -         -
                          $25,246    $25,316    $8,329    $8,399

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 1997 and 1996.


(4)  Loans Receivable

The  components  of  loans  in  the  consolidated  statements  of
financial  condition at December 31 were as follows (in thousands
of dollars):
                                          1997        1996
                                                    
Commercial                               $10,020     $  9,705
Agricultural                               4,441        3,895
Real estate mortgage                      23,231       20,425
Consumer                                   9,760        9,115
Other                                         21           39
                                          47,473       43,179
Unearned income                            (485)        (488)
Allowance for loan losses                  (937)        (859)
                                                             
                                         $46,051      $41,832

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

                                         1997      1996
                                                  
Balance at January 1                      $859      $832
                                                        
Loans charged off                         (72)      (91)
Recoveries                                  22        43
  Net loans charged off                   (50)      (48)
Provision for loan losses                  128        75
                                                        
Balance at December 31                    $937      $859

At  December  31,  1997  and 1996, loans  totaling  $172,000  and
$109,000  were  classified as impaired.  Of  the  total  impaired
loans at December 31, 1997 and 1996, $172,000 and $109,000 had  a
related  allowance  for  loan  losses  of  $23,000  and  $18,000,
respectively.  The average balances of these loans  in  1997  and
1996 were approximately $255,000 and $111,000.  In 1997 and 1996,
interest  income  recognized on impaired loans was  approximately
$9,000   and  $9,000,  respectively.   No  commitments  to   loan
additional  funds to borrowers of impaired loans were outstanding
at December 31, 1997.


(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):

                                          1997         1996
Cost:                                                
Land                                     $    241     $   241
Buildings                                   2,621         725
Furniture and equipment                       740         421
Automobiles                                    55          37
Construction in progress                        -         176
                                            3,657       1,600
Accumulated depreciation                    (593)       (583)
                                                             
                                           $3,064      $1,017

The Company is the lessee of computer hardware and software under
capital  leases that expire in 2000 at which time the assets  can
be  purchased  for $1.  The assets are included in furniture  and
equipment 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%.  Future minimum lease payments are $40,000
per year in the years 1998 through 2000.


(6)  Foreclosed Real Estate

Activity in the allowance for losses on foreclosed real estate is
as follows (in thousands of dollars):

                                         1997      1996
                                                  
Balance at January 1                       $16     $  27
Provision charged (credited) to income       -         -
Charge-offs, net of recoveries             (9)      (11)
                                                        
Balance at December 31                    $  7     $  16


(7)  Deposits

At  December 31, 1997, the scheduled maturities of time  deposits
are as follows (in thousands of dollars):

                                     $100,000        Other time
Year maturing                        and more         deposits
                                                    
1998                                     $18,008          $36,023
1999                                       3,466            5,346
2000                                         523              712
2001                                           -              173
2002 and thereafter                          400              213
                                                                 
                                         $22,397          $42,467


(8)  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,  1997 and 1996, commitments  to  extend  credit
totaled   $4,435,000   and   $3,183,000,   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, 1997 and 1996, commitments under standby letters
of  credit totaled $286,000 and $212,000, 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.


(9)  Income Taxes

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

                                             1997     1996
                                                      
Current expense                               $448     $444
Deferred expense (benefit)                    (26)     (24)
                                                           
Income tax expense                            $422     $420

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

                                              1997       1996
                                                        
Statutory federal income tax rate              34.0%      34.0%
Nontaxable income                             (6.4%)     (7.2%)
Nondeductible expenses                          1.6%       2.5%
Other                                         (1.4%)     (0.8%)
                                                               
Effective tax rate                             27.8%      28.5%

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

                                             1997     1996
                                                      
Net  (appreciation) of securities available  $(24)    $(24)
for sale
Allowance for loan losses                      134      108
Allowance for foreclosed real estate losses      3        6
Accumulated depreciation                      (89)     (72)
Deferred compensation payable                   36       32
Accreted discount on investments              (17)     (31)
Tax basis over book value of land               25       25
                                                           
Deferred tax asset                            $ 68     $ 44

No  valuation  allowance was recorded to reduce the deferred  tax
asset at December 31, 1997 and 1996.


(10)  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, 1997 and 1996 was $602,000 and $885,000,
respectively.   During  1997, new loans to such  related  parties
amounted  to  $826,000  and repayments  amounted  to  $1,109,000.
Deposits  held  by  the Bank at December 31, 1997  and  1996  for
related  parties  were  $2,958,000 and $3,580,000,  respectively.
Fees  paid  for  goods and services provided by  related  parties
amounted to $14,000 in 1997 and $50,000 in 1996.


(11)  Commitments

At  December  31,  1997 and 1996, the Bank had  unused  lines  of
credit  with other banks which totaled $3,750,000 and $2,750,000.
The  lines were unsecured and have variable interest rates  based
on the lending bank's daily federal funds rate.


(12)  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 contribution in 1997 was $23,000.


(13)  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,  1997,  that the Bank meets all capital adequacy requirements
to which it is subject.

As  of  December 31, 1997, 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 following  table
presents  the  Bank's actual capital amounts  and  ratios  as  of
December 31 (dollars in thousands):

                                   1997                 1996
                            Amount      Ratio     Amount     Ratio
                                                             
Total  Capital  (to   Risk  $9,731       19.8%     $8,618     20.0%
Weighted Assets)
                                                                   
Tier  1  Capital (to  Risk  $9,117       18.5%     $8,079     18.7%
Weighted Assets)
                                                                   
Tier 1 Capital (to Average  $9,117        9.5%     $8,079      9.4%
Assets)


(14)  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              1997        1996
                                                         
                  Assets                                         
Investment in Citizens Bank, at equity         $9,468      $8,455
Cash and equivalents                                6           5
Total assets                                   $9,474      $8,460
                                                             
   Liabilities and Shareholders' Equity                      
Total liabilities                            $      -    $      -
                                                                 
Common stock                                      575         575
Additional paid-in capital                        825         825
Retained earnings                               8,027       7,013
Net  unrealized appreciation on  securities        47          47
available for sale
Total shareholders' equity                      9,474       8,460
Total liabilities and shareholders' equity     $9,474      $8,460
                                                                 
Statements of Income                                         
                  Income                                         
Equity  in  undistributed  net  income   of    $1,013        $983
Citizens Bank
Dividends received from Citizens Bank              86          74
Total income                                    1,099       1,057
                 Expenses                                        
Other expense                                       5           4
Total expenses                                      5           4
Net income                                     $1,094      $1,053
                                                                 
Statements of Cash Flows                                         
                                                                 
Cash flows from operating activities                             
Net income                                     $1,094      $1,053
Adjustments to reconcile net income to  net                      
cash provided by operating
     activities:                                                 
Equity  in  undistributed  net  income   of   (1,013)       (983)
Citizens Bank
Net cash provided by operating activities          81          70
                                                                 
Cash flows from investing activities                -           -
                                                                 
Cash flows from financing activities                             
Dividends paid                                   (80)        (69)
Net cash (used) by financing activities          (80)        (69)
                                                                 
Net increase in cash and equivalents                1           1
Cash and equivalents at beginning of year           5           4
Cash and equivalents at end of year          $      6    $      5


(15)  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              1997        1996
                                                         
                  Assets                                         
Cash and due from banks                      $  1,848    $  2,352
Federal funds sold                              6,900       3,725
Interest-bearing deposits with banks            4,758       3,766
Investment securities                          33,645      36,908
Loans receivable                               46,051      41,832
Accrued interest receivable                       960         890
Premises and equipment                          3,064       1,017
Foreclosed real estate                             14           -
Deferred tax asset                                 68          44
Other assets                                      649         517
Total assets                                  $97,957     $91,051
                                                                 
   Liabilities and Shareholder's Equity                          
Deposits                                      $87,440     $81,938
Accrued interest payable                          568         540
Accrued expenses and other liabilities            481         118
Common stock                                      575         575
Additional paid-in capital                      4,000       4,000
Retained earnings                               4,846       3,833
Net unrealized appreciation on                                   
securities available for sale                      47          47
Total liabilities and shareholder's equity    $97,957     $91,051
                                                                 
Statements of Income                                         
                                                                 
Interest income                                                  
Loans                                          $4,384      $3,864
Investment securities                           2,176       2,062
Federal funds sold                                327         245
Deposits with banks                               238         216
Total interest income                           7,125       6,387
Interest expense on deposits                    3,956       3,581
Net interest income                             3,169       2,806
Provision for loan losses                         128          75
Net  interest  income after  provision  for     3,041       2,731
loan losses
                                                                 
Noninterest income                                580         603
Noninterest expense                             2,101       1,857
Income tax expense                                422         420
                                                                 
Net income                                     $1,098      $1,057
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,  1997,  the  Company  and  the  Bank   had
approximately 38 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, 1997,  there  were  434
holders of record of the Company's common stock.

                                  1997           1996
Per share stock transactions   High   Low     High   Low
   First quarter                $18   $15      $15   $13
   Second quarter                20    15       15    14
   Third quarter                 40    18       15    15
   Fourth quarter                40    18       16    15

Dividends per share               $0.70          $0.60


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 on 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

Curley Courville        Director of the Bank since 1975; Director of the
                        Company since 1983; Retired investor.

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

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

J. Jake Fontenot        Director of the Bank since 1977; Director of the 
                        Company since 1983; Attorney at Law.

Otis Fontenot           Director of the Bank since 1975; Director of the 
                        Company since 1983; Retired planter.

Fredrick Phillips       Director of the Bank since 1975; Directors of the
                        Company since 1983; Owner of F. Phillips General
                        Contractors, Inc.

J. B. Veillon           Director and Vice President of the Bank since 1975;
                        Director and Vice President of the Company since
                        1983; Retired retailer.

Roderick Young          Director of the Bank since 1977; Director of the 
                        Company since 1983; Owner of R&R Auto Parts.

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

Wayne Vidrine           Executive Vice President and Cashier of the Bank;
                        Treasurer of the Company.

Stephen P. Mayeux       Senior Vice President of the Company.