U.S. SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549

                           FORM 10-KSB

     (Mark One)

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

           For the Fiscal Year Ended December 31, 2002

( )  TRANSACTION  REPORT  UNDER SECTION  13  OR  15  (d)  OF  THE
     SECURITIES EXCHANGE ACT OF 1934

     For the transition period from __________ to __________

                 Commission file number 0-12425

                    CITIZENS BANCSHARES, INC.
         (Name of small business issuer in its charter)

          Louisiana                     72-0759135
(State or other jurisdiction          (IRS Employer
     of incorporation or          Identification Number)
        organization)

     Post Office Box 598
   Ville Platte, Louisiana              70586-0598
    (Address of principal               (Zip Code)
     executive offices)

            Issuer's telephone number: (337) 363-5643

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

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


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

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

Check  whether  the issuer (1) filed all reports required  to  be
filed by Section 13 or 15 (d) of the Exchange during the past  12
months  (or  for  such  shorter period that  the  registrant  was
required to file such reports), and (2) has been subject to  such
filing requirements for the past 90 days.  Yes  x     No___

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

State issuer's revenues for its most recent year. $9,017,000

State the aggregate market value of the voting stock held by non-
affiliates* of the issuer as of February 4, 2003 (based on $40.00
per share).
                           $2,490,000

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

                 Common Stock, $5.00 par value,
       114,855 shares outstanding as of February 4, 2003.

              DOCUMENTS INCORPORATED BY REFERENCE:

                                       Part of Form 10-KSB
  Documents Incorporated             into which Incorporated
Definitive Proxy Statement                  Part III
   for the 2003 Annual
 Meeting of Shareholders

  2002 Annual Report to                      Part II
       Shareholders

Transitional Small Business Disclosure Format: yes     no  x  .


*  For  the  purpose  of this computation only,  shares  held  by
directors,  executive  officers and principal  shareholders  have
been excluded.










PART I

ITEM 1. BUSINESS

GENERAL

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

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

COMPETITION

The  Bank  competes actively with national and  state  banks  and
savings and loan institutions in Louisiana for all types of loans
and  deposits.  The Bank competes for loans with other  financial
institutions, such as insurance companies, real estate investment
trusts,  savings and loans, small loan companies,  credit  unions
and   certain   government  agencies.   There  are  4   financial
institutions  in  Evangeline Parish with a total  of  11  banking
offices.

Furthermore,  due  to  the  enactment of  the  Gramm-Leach-Bliley
Financial  Modernization  Act (the "Gramm-Leach-Bliley  Act")  in
1999, which repealed certain provisions of the Glass-Steagall Act
and  amended certain provisions of the Bank Holding Company  Act,
the  Bank  will  also  face competition from a  newly  authorized
entity, the Financial Holding Company (an "FHC").  An FHC may  be
formed  through either the affiliation of one or  more  banks  or
their  holding  companies, insurance companies and/or  securities
firms,  or a present bank holding company electing to convert  to
an  FHC  by  meeting stated Capital and management  qualification
standards.   An  FHC  may engage in a wide  range  of  activities
deemed by the statute to be financial in nature, or incidental or
complementary  to  such  activity as determined  by  the  Federal
Reserve  Board  and  the United States Treasury  Department  (the
"Treasury  Department"), subject to certain activity  asset  size
limitations,  capital and management qualification standards  and
regulatory approval.

Additionally, the Gramm-Leach-Bliley Act amends the National Bank
Act  to  provide for nationally-charted banks to own and  operate
"financial  subsidiaries"  which may  engage  in  the  activities
allowed  for an FHC.  State-charted financial institutions,  such
as  Citizens  Bank, are given companion authority through  Gramm-
Leach-Bliley  amendments to the Federal  Deposit  Insurance  Act.
However,   Louisiana  banking  law  must  also   authorize   such
investment  or  activity, a requirement that is not  present  for
national  banks.   Thus,  there may  be  activities  allowed  for
national bank financial subsidiaries that may not be available to
state-chartered bank financial subsidiaries.

EMPLOYEES

As   of  December  31,  2002,  the  Company  and  the  Bank   had
approximately 47 full-time equivalent employees.  The Company has
no  salaried employees, although certain executive officers  hold
parallel  positions with the Bank.  No employees are  represented
by unions or other bargaining units, and management considers its
relations with employees to be satisfactory.

SUPERVISION AND REGULATION

General

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

The Company

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

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

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

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

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

Additionally,   the  Gramm-Leach-Bliley  Act   sets   forth   the
permissible  activities an FHC may conduct and the qualifications
necessary  for  both the initial formation  of  an  FHC  and  the
conversion  of a current bank holding company into an  FHC.   The
Federal   Reserve   Board  has  promulgated   an   administrative
regulation,   which  sets  forth  the  particular   capital   and
management   qualifications  and  other  procedural  requirements
relative  to the formation and operations of an FHC.  The  Gramm-
Leach-Bliley  Act  designates the Federal Reserve  Board  as  the
primary  "umbrella supervisor" of an FHC, with the  proper  State
authority and other federal financial regulatory agencies serving
as "functional regulators" over the activities of the various FHC
affiliates.  Furthermore, the Treasury Department retains a  veto
over  specific  Federal  Reserve  Board  determinations  and  the
Federal Deposit Insurance Corporation retains a supervisory  role
if  the  FHC affiliate's activity is deemed to affect the deposit
insurance fund.

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

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

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

The Bank

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

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

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

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

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


SUPPLEMENTAL FINANCIAL INFORMATION

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

INVESTMENT SECURITIES

Maturities and weighted average yields on investments as of
December 31, 2002 (in thousands of dollars):


                                 Held to        Available
                                Maturity        For Sale
U.S. Treasury securities
 Within 1 year                    $0      0%      $0      0%
 After 1 but within 5 years        0       0       0       0
Subtotals                          0       0       0       0

U.S. Government Securities
 Within 1 year                     0       0  10,561    3.75
 After 1 but within 5 years        0       0  21,482    4.07
 After 5 but within 10 years       0       0     864    5.04
Subtotals                          0       0  32,907    4.00

State & political
subdivisions
 Within 1 year                 2,433    4.02       0       0
 After 1 but within 5 years    3,857    4.42       0       0
 After 5 but within 10 years     347    4.69       0       0
Subtotals                      6,637    4.29       0       0

Mortgage-backed securities
 Within 1 year                     0       0   1,859    4.47
 After 1 but within 5 years        0       0   6,870    4.37
 After 5 but within 10 years       0       0   2,056    4.10
 Over 10 years                     0       0   3,383    3.78
Subtotal                           0       0  14,168    4.20

Totals                        $6,637   4.29% $47,075   4.06%


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

No  securities of any single issuer which totaled 10% or more  of
shareholders equity were held at December 31, 2002.

LOANS

A  distribution of the loan portfolio at December  31,  2002  and
2001 is summarized as follows (in thousands of dollars):

                                2002                2001
Commercial                $18,802    27.63%   $18,070    27.73%
Real Estate Mortgage       30,303     44.53    27,727     42.56
Agricultural                7,086     10.41     7,172     11.01
Consumer                   13,196     19.39    13,520     20.75
Overdrafts                     19      0.03        11      0.02
Gross loans                69,406    101.98    66,500    102.07
Unearned income             (100)     (.15)     (174)     (.27)
Allowance for loan loss   (1,250)    (1.84)   (1,177)    (1.80)
Net loans                 $68,056   100.00%   $65,149   100.00%

LOAN MATURITY AND INTEREST RATE SENSITIVITY

Maturities  of commercial and agricultural loans at December  31,
2002 are summarized below (in thousands of dollars):

                                            Over      Over
                                One Year   One to     Five
                       Total    or Less   Five Yrs   Years

Commercial             $18,802    $9,160    $7,518    $2,124
Agricultural             7,086     5,524     1,203       359

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

                                 Fixed    Adjustable
                       Total     Rates       Rates

Commercial              $9,642    $7,993       $1,649
Agricultural             1,562       719          843

INTEREST RATE SENSITIVITY AND LIQUIDITY

The  following table shows the interest rate sensitivity gaps for
different   time  periods  and  the  cumulative   interest   rate
sensitivity  gaps for the same periods as of December  31,  2002.
Loans  for  which  the accrual of interest has been  discontinued
have not been included (in thousands of dollars).

                                  1-3        4-6       7-12
                      Float     Months     Months     Months

Securities                 $0     $5,241     $5,124     $8,883
Fixed Loans             2,622      5,052      4,999      8,119
Floating Loans            772      1,609        632        795
Fed Funds & CD's        9,320        495        396      1,288
Totals                 12,714     12,397     11,151     19,085

CD & IRA > 100M           702     13,268     10,426      7,420
CD & IRS < 100M         1,850     18,839     12,394     15,462
IMM Accounts            5,116          0          0          0
Christmas Club              0          0          0         57
Savings/Now Accts         524          0          0          0
Totals                  8,192     32,107     22,820     22,939

Gap                     4,522   (19,710)   (11,669)    (3,854)

Cumulative Gap         $4,522  ($15,188)  ($26,857)  ($30,711)

                      13-18      19-24     Over 2
                     Months     Months      Years      Total

Securities             $3,742     $2,137    $27,610    $52,737
Fixed Loans             5,276      5,453     28,800     60,321
Floating Loans            459        242      4,328      8,837
Fed Funds & CD's          987        297          0     12,783
Totals                 10,464      8,129     60,738    134,678

CD & IRA > 100M         1,277      1,311      1,862     36,266
CD & IRA < 100M         1,108      1,037      2,450     53,140
IMM Accounts                0          0          0      5,116
Christmas Club              0          0          0         57
Savings/Now Accts           0          0     16,221     16,745
Totals                  2,385      2,348     20,533    111,324

Gap                     8,079      5,781     40,205     23,354

Cumulative Gap      ($22,632)  ($16,851)    $23,354

RISK ELEMENTS

The  following  summarizes non-performing loans at  December  31,
2002 and 2001 (in thousands of dollars):

                                      2002         2001

Nonaccrual loans                          $148           $0
Loans past due 90 days or more as
 to principal or interest and
 still accruing interest                   164          117
Restructured loans not included
  Above                                      0           47
Totals                                    $312         $164

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

                                      2002         2001

Nonaccrual loans                            $4           $4
Restructured loans                           0           16
Totals                                      $4          $20

Interest  collected on nonaccrual and restructured loans amounted
to $0 for 2002 and $907 for 2001.

Other nonperforming assets are(in thousands of dollars):

                                      2002         2001
Real estate
acquired in satisfaction of loans         $101         $145

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

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

                                          2002      2001
Allowance for possible loan losses at
  January 1                               $1,177    $1,129
Loans charged off:
Commercial                                     0         0
Credit cards                                   6        28
Real estate - mortgage                         8         4
Agricultural                                   0         0
Consumer                                      79        43
Other (overdrafts)                             0         1
  Total charged off                           93        76

Recoveries:
Commercial                                     0         0
Credit cards                                  14         5
Real estate - mortgage                         0         2
Agricultural                                   0         0
Consumer                                      22        16
Other (overdrafts)                             0         1
  Total recoveries                            36        24

Net loans charged off                         57        52
Provision charged to operating expense       130       100

Allowance for possible loan losses at
  December 31                             $1,250    $1,177

Loans outstanding at December 31         $69,306   $66,326

Average loans outstanding for the year   $68,879   $66,217

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

Ratio of allowance to loans
  outstanding at year end                  1.80%     1.77%

The provision for possible loan losses which is charged to income
from  operations is based upon the changes in the loan portfolio,
the amount of net loan losses incurred and management's estimates
of  potential  future losses based on several factors  including,
but  not  limited to, current economic conditions, loan portfolio
composition,  non-accrual loans, problem loans,  and  prior  loan
loss  experience.  The provision for loan losses was $130,000  in
2002 and $100,000 in 2001.

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

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

                      2002                    2001
                         Percent of              Percent of
                          loans in                loans in
                            Each                    each
             Allowance    category    Allowance   category
                             to                      to
               Amount       total      Amount       total
                            loans                   loans

Commercial        $   0       27.09%       $   0      27.17%
Real estate         107       43.66%          56      41.69%
Agriculture           0       10.21%           0      10.79%
Installment       1,143       19.01%       1,108      20.33%
Other                 0        0.03%          13       0.02%

Totals           $1,250      100.00%      $1,177     100.00%

Deposits

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

                                          2002      2001

Demand deposits                          $13,642   $11,877
Savings and NOW accounts                  20,932    17,721
Time deposits $100,000 and more           35,158    32,728
Other time deposits                       52,366    51,118
Totals                                  $122,098  $113,444

The following is a maturity distribution of certificates of
deposit $100,000 and more as of December 31 (in thousands of
dollars):

                                          2002      2001

Three months and under                   $13,970   $10,069
Over three months through six months      10,426    11,005
Over six months through twelve months      7,420     8,660
Over twelve months                         4,450     4,113
Totals                                   $36,266   $33,847

Return on Equity and Assets

                                          2002      2001

Return on average assets                   1.03%      .79%
Return on average equity                   9.86%     7.68%
Dividend payout ratio                     12.20%    15.41%
Average equity to average assets          10.38%    10.23%

Rate/Volume Analysis

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

                                    2002/2001 Due to
(In thousands of dollars)       Rate     Volume    Total
Interest-earning assets:
  Interest-bearing deposits      $(63)     $(10)     $(73)
  Federal funds sold             (246)     (137)     (383)
  US Treasury securities             0         0         0
  US Government agencies         (362)       560       198
  State and municipal(1)          (50)      (29)      (79)
  Loans, net                     (468)       232     (236)
Total interest income(1)       (1,189)       616     (573)

Interest-bearing funds:
  Savings and NOW accounts       (168)        86      (82)
  Time deposits >or=             (593)       130     (463)
$100,000
  Other time deposits            (948)        68     (880)
Total interest expense         (1,709)       284   (1,425)

Net interest income(1)            $520      $332      $852

                                    2001/2000 Due to
(In thousands of dollars)       Rate     Volume    Total
Interest-earning assets:
  Interest-bearing deposits      $(40)       $47        $7
  Federal funds sold             (238)       235       (3)
  US Treasury securities             0         0         0
  US Government agencies         (162)       (7)     (169)
  State and municipal(1)          (16)      (35)      (51)
  Loans, net                     (146)       218        72
Total interest income(1)         (602)       458     (144)

Interest-bearing funds:
  Savings and NOW accounts        (18)      (45)      (63)
  Time deposits >or=              (78)       358       280
$100,000
  Other time deposits             (52)        86        34
Total interest expense           (148)       399       251

Net interest income(1)          $(454)       $59    $(395)

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

AVERAGE BALANCES, INTEREST AND AVERAGE RATES

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

                                            2002
                                          Interest    Average
                                Average    Income/    Yield/
                                Balance    Expense     Rate
Earning Assets
 Interest Bearing Deposits        $3,927       $145      3.69%
 Federal Funds Sold                8,784        132       1.50
 U.S. Treasury                         0          0          0
 U.S. Government                  41,373      1,908       4.61
 State & Municipal (1)             7,037        432       6.14
 Loans, net                       67,664      5,715       8.45
Total Earning Assets             128,785      8,332       6.47
 Cash & Due from Banks             3,709
 Premises & Equipment              2,749
 Other Assets                      2,681

Total Assets                    $137,924

Liabilities &
Shareholders Equity
Interest Bearing funds
 Savings & Now                   $20,932        453       2.16
 Time Deposit $100,000            35,158      1,394       3.96
 Other Time Deposits              52,366      1,958       3.74
Total Int. Bearing               108,456      3,805       3.51
 Demand Deposits                  13,642
 Accrued Interest &
 Other Liabilities                 1,512
Total Liabilities                123,610
Shareholder's Equity              14,314

Total Liabilities &
Shareholders Equity             $137,924

Net Interest Income, Taxable
 equivalent basis                             4,527
Taxable equivalent adjustment                 (147)
Net interest income, actual                  $4,380

Spread                                                   2.96%
Net interest yield (1)                                   3.52%

                                            2001
                                          Interest    Average
                                Average    Income/    Yield/
                                Balance    Expense     Rate
Earning Assets
 Interest Bearing Deposits        $4,122       $218      5.29%
 Federal Funds Sold               13,329        515       3.86
 U.S. Treasury                         0          0          0
 U.S. Government                  30,111      1,710       5.68
 State & Municipal (1)             7,473        511       6.84
 Loans, net                       65,055      5,951       9.15
Total Earning Assets             120,090      8,905       7.42
 Cash & Due from Banks             2,728
 Premises & Equipment              2,893
 Other Assets                      2,353

Total Assets                    $128,064

Liabilities &
Shareholders Equity
Interest Bearing funds
 Savings & Now                   $17,720        535       3.02
 Time Deposit $100,000            32,728      1,857       5.67
 Other Time Deposits              51,118      2,838       5.55
Total Int. Bearing               101,566      5,230       5.15
 Demand Deposits                  11,877
 Accrued Interest &
 Other Liabilities                 1,519
Total Liabilities                114,962
Shareholder's Equity              13,102

Total Liabilities &
Shareholders Equity             $128,064

Net Interest Income, Taxable
 equivalent basis                             3,675
Taxable equivalent adjustment                 (174)
Net interest income, actual                  $3,501

Spread                                                   2.27%
Net interest yield (1)                                   3.06%

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


ITEM 2. PROPERTIES

The  Bank's main office is located at 841 West Main Street, Ville
Platte, Louisiana.  This property includes the Bank's parking lot
containing  74  parking places.  The Bank's  office  building  is
approximately 12,665 square feet and includes staff  and  storage
rooms and drive-up facilities.

One  of  the  Bank's branch offices is located at  601  Poinciana
Avenue,  Mamou,  Louisiana.  This property  includes  the  branch
office's  parking lot containing 30 parking spaces.   The  branch
office  building is approximately 3600 square feet  and  contains
staff and storage rooms and drive-up facilities.

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


ITEM 3.  LEGAL PROCEEDINGS

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


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There  were  no  matters voted upon by the  shareholders  of  the
Company during the fourth quarter of 2002.


PART II

ITEM  5.   MARKET  FOR  REGISTRANT'S COMMON  EQUITY  AND  RELATED
STOCKHOLDER MATTERS

There  is  no established public trading market for the Company's
common  stock.  The primary market area for the Company's  common
stock  is  Evangeline Parish.  All sales of the Company's  common
stock  that have come to the attention of management during  2002
were  at  $40 per share, and during 2001, the price was  $40  per
share.   Such  prices  reflect  only  those  limited  number   of
transactions  that have come to the attention of management,  and
other  transactions may have occurred at higher  or  lower  sales
prices  during the periods indicated.  No assurance can be  given
that  such  prices  represent  the actual  market  value  of  the
Company's common stock.

The  approximate  number of holders of record  of  the  Company's
common stock, $5.00 par value, as of February 4, 2003 was 472.

The  Board  of Directors has declared cash dividends in  December
2001   and  2002  of  $1.35  per  share  and  $1.50  per   share,
respectively.    Although no assurances can be  made,  management
currently expects that cash dividends will be paid in the  future
years at approximately the same rates as in the past.

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


ITEM  6.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The information appearing in the Company's 2002 Annual Report  is
incorporated herein by reference in response to this item.


ITEM 7.  FINANCIAL STATEMENTS

The information appearing in the Company's 2002 Annual Report  is
incorporated herein by reference in response to this item.


ITEM  8.   CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON
ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no disagreements with our independent accountants
on  any  matter  of accounting principles or practice,  financial
statement disclosure or auditing scope or procedure.


PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The  information  appearing  in the  Company's  definitive  proxy
statement  for  the  2003  annual  meeting  of  shareholders   is
incorporated herein by reference in response to this item.


ITEM 10.  EXECUTIVE COMPENSATION

The  information  appearing  in the  Company's  definitive  proxy
statement  for  the  2003  annual  meeting  of  shareholders   is
incorporated herein by reference in response to this item.


ITEM  11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS  AND
MANAGEMENT

The  information  appearing  in the  Company's  definitive  proxy
statement  for  the  2003  annual  meeting  of  shareholders   is
incorporated herein by reference in response to this item.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  information  appearing  in the  Company's  definitive  proxy
statement  for  the  2003  annual  meeting  of  shareholders   is
incorporated herein by reference in response to this item.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits required by Item 601 Regulation S-B:

     Exhibit 13 - 2002 Annual Report to Shareholders

Other  exhibits  have been omitted because they  are  either  not
applicable or have been filed in previous reports.

(b)  Reports on Form 8-K:

No  reports  on  Form 8-K were filed during the last  quarter  of
2002.


ITEM 14.  CONTROLS AND PROCEDURES

Based  on their evaluation conducted within 90 days of  filing
this  report  on Form 10-KSB, our chief financial officer  and
chief  executive  officer have concluded that  our  disclosure
controls   and   procedures  (as  defined  in   rule   13a-14c
promulgated  under the Securities Exchange  Act  of  1934,  as
amended)  are effective and designed to alert them to material
information relating to the Company.

There  were  no significant changes in the Company's  internal
controls  or in other factors that could significantly  affect
those  controls  subsequent of the date  of  our  most  recent
evaluation.



SIGNATURES

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

Small business issuer: Citizens Bancshares, Inc.

Date: __________________


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


     s/Wayne Vidrine
     Wayne Vidrine
     Treasurer


     s/Fredrick Phillips
     Fredrick Phillips
     Director


     s/Brent Coreil
     Brent Coreil
     Director


     s/Bryan Fontenot
     Bryan Fontenot
     Director


     s/Eugene Fontenot
     Eugene S. Fontenot
     Director

     s/E.J. Deville
     E.J. Deville
     Director
CERTIFICATIONS*

I, Carl W. Fontenot, certify that:

1.  I have reviewed this annual report on Form 10-KSB of Citizens
Bancshares, Inc.;

2.   Based  on my knowledge, this annual report does not  contain
any  untrue  statement of a material fact  or  omit  to  state  a
material fact necessary to make the statements made, in light  of
the  circumstances  under which such statements  were  made,  not
misleading  with  respect to the period covered  by  this  annual
report;

3.   Based  on my knowledge, the financial statements, and  other
financial  information  included in this  annual  report,  fairly
present in all material respects the financial condition, results
of  operations and cash flows of the registrant as of,  and  for,
the periods presented in this annual report;

4.    The  registrant's  other  certifying  officer  and  I   are
responsible for establishing and maintaining disclosure  controls
and  procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and we have:

a.   designed such disclosure controls and procedures  to  ensure
that  material information relating to the registrant,  including
its  consolidated subsidiaries, is made known  to  us  by  others
within  those entities, particularly during the period  in  which
this annual report is being prepared;

b.   evaluated  the effectiveness of the registrant's  disclosure
controls and procedures as of a date within 90 days prior to  the
filing date of this annual report (the "Evaluation Date"); and

c.   presented  in this annual report our conclusions  about  the
effectiveness of the disclosure controls and procedures based  on
our evaluation as of the Evaluation Date;

5.    The  registrant's  other  certifying  officer  and  I  have
disclosed,   based  on  our  most  recent  evaluation,   to   the
registrant's  auditors  and the audit committee  of  registrant's
board   of   directors  (or  persons  performing  the  equivalent
function):

a.   all significant deficiencies in the design or operations  of
internal  controls which could adversely affect the  registrant's
ability  to record, process, summarize and report financial  data
and  have  identified for the registrant's auditors any  material
weaknesses in internal controls; and

b.   any fraud, whether or not material, that involves management
or   other  employees  who  have  a  significant  role   in   the
registrant's internal controls; and

6.    The  registrant's  other  certifying  officer  and  I  have
indicated  in  this  annual  report whether  or  not  there  were
significant changes in internal controls or in other factors that
could  significantly affect internal controls subsequent  to  the
date  of  our  most recent evaluation, including  any  corrective
actions  with  regard  to significant deficiencies  and  material
weaknesses.

Date: ____________________


__________________________
CARL W. FONTENOT
PRESIDENT/CEO

CERTIFICATIONS*

I, Wayne Vidrine, certify that:

1.  I have reviewed this annual report on Form 10-KSB of Citizens
Bancshares, Inc.;

2.   Based  on my knowledge, this annual report does not  contain
any  untrue  statement of a material fact  or  omit  to  state  a
material fact necessary to make the statements made, in light  of
the  circumstances  under which such statements  were  made,  not
misleading  with  respect to the period covered  by  this  annual
report;

3.   Based  on my knowledge, the financial statements, and  other
financial  information  included in this  annual  report,  fairly
present in all material respects the financial condition, results
of  operations and cash flows of the registrant as of,  and  for,
the periods presented in this annual report;

4.    The  registrant's  other  certifying  officer  and  I   are
responsible for establishing and maintaining disclosure  controls
and  procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and we have:

a.   designed such disclosure controls and procedures  to  ensure
that  material information relating to the registrant,  including
its  consolidated subsidiaries, is made known  to  us  by  others
within  those entities, particularly during the period  in  which
this annual report is being prepared;

b.   evaluated  the effectiveness of the registrant's  disclosure
controls and procedures as of a date within 90 days prior to  the
filing date of this annual report (the "Evaluation Date"); and

c.   Presented  in this annual report our conclusions  about  the
effectiveness of the disclosure controls and procedures based  on
our evaluation as of the Evaluation Date;

5.    The  registrant's  other  certifying  officer  and  I  have
disclosed,   based  on  our  most  recent  evaluation,   to   the
registrant's  auditors  and the audit committee  of  registrant's
board   of   directors  (or  persons  performing  the  equivalent
function):

a.   all significant deficiencies in the design or operations  of
internal  controls which could adversely affect the  registrant's
ability  to record, process, summarize and report financial  data
and  have  identified for the registrant's auditors any  material
weaknesses in internal controls; and

b.   any fraud, whether or not material, that involves management
or   other  employees  who  have  a  significant  role   in   the
registrant's internal controls; and

6.    The  registrant's  other  certifying  officer  and  I  have
indicated  in  this  annual  report whether  or  not  there  were
significant changes in internal controls or in other factors that
could  significantly affect internal controls subsequent  to  the
date  of  our  most recent evaluation, including  any  corrective
actions  with  regard  to significant deficiencies  and  material
weaknesses.

Date: ____________________


__________________________
WAYNE VIDRINE
EXECITIVE VICE PRESIDENT