Citizens Bancshares, Inc.

                          Annual Report

                              1999

                                        PRESIDENT'S MESSAGE

March 13, 2000


Dear Shareholder:

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

Citizens  Bancshares  and Citizens Bank have experienced  another
year  of significant growth and excellent earnings.  For the year
ended   December  31,  1999,  assets  increased   $8,000,000   to
approximately  $113,000,000  with  related  increases  in  loans,
deposits,  and equity positions.  Cash dividends paid to  Holding
Company  shareholders  totaled $1.00 per share  (an  increase  of
$17.60%  over 1998 dividends).  With the continued commitment  to
serve the banking needs of Evangeline Parish, we expect continued
Bank growth and increases in the value of your investment.

Your Bank is positioned with the opportunity to offer new banking
products  and services into the new millennium such as  telephone
banking,   internet  banking,  and  nonbank  products   such   as
investment securities.  These efforts are aimed at expanding  the
Bank's  competitive  stance  as well as  providing  uninterrupted
customer service into the new millennium.

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

Sincerely yours,



Carl W. Fontenot
President & CEO

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


GENERAL INFORMATION

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

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


YEAR 2000

The  Y2K  Coordinator,  Committee and the Bank's  management  and
staff  report  that  their  planning,  remediation,  testing  and
monitoring efforts resulted in a smooth and uneventful transition
to   the   Year  2000.   Management  feels  that  effective   Y2K
monitoring,  continuous employee education and  effective  public
education  were  all  elements in securing  a  smooth  Year  2000
transition.   Public education such as the Y2K  Outreach  Program
held in June 1999, direct mailings and several statement stuffers
worked successfully to relieve public fear and answer questions.

Because  of  the critical nature of the Year 2000 issues  to  our
business  and to all of the financial services industry, Citizens
Bank  incurred expense charges related to Y2K throughout 1999  in
anticipation  of  possible  costs  associated  with   Year   2000
compliance.  In conjunction with the construction of the new bank
building,  most equipment was updated and replaced  in  1997  and
1998, and Y2K expenses were kept to a minimum.  Y2K costs in 1999
were less than $10,000.

Efforts  are  continuing  to ensure that remaining  Y2K  concerns
(such  as month-end transition, leap-year processing, quarter-end
transition  and  year-end reporting) will all be accomplished  in
the same manner.  These efforts will be reported by management to
the  Audit Committee and the Board of Directors in the form of  a
Year 2000 Status Progress Report.


FINANCIAL CONDITION

Total  assets  increased by $8,083,000 to $113,207,000,  a  7.69%
increase  over  the year-end 1998 total asset level.   Management
feels  the bank will continue to grow in core deposits and  loans
in the future due to personal service provided by the employees.

Earning  assets  were 93.45% of total assets for year-end,  which
includes  loans, investment securities, federal  funds  sold  and
deposits in other banks.

Lending  is  vital function of the bank and remains  the  primary
source  of  income.  With the available resources, the Bank  will
continue to make sound loans under the guidelines of our  written
Loan  Policy  and  Community  Reinvestment  Act  Policy.   As  of
December  31, 1999, loans (net of the allowance for loan  losses)
increased  $6,723,000 or 12.90%, which increased the Bank's  loan
to deposit ratio to 58.07%.

The  Bank  maintains an allowance for loan losses  against  which
impaired or uncollectible loans are charged.  The balance in  the
allowance for loan losses was $1,029,000 as of December 31, 1999,
which  represents  1.72%  of  total  loans.   Provisions  to  the
allowance for loan losses that were charged to net income totaled
$108,000.  Management evaluates the adequacy of the allowance for
loan losses on a monthly basis by monitoring the balance in total
loans  as well as the past due, nonaccrual, classified and  other
problem loans.  Based on this evaluation, the allowance for  loan
losses is considered adequate to meet possible future charges for
losses in the loan portfolio.

Citizen's  Bank  follows a close policy in  evaluating  past  due
loans  and  their placement in nonaccrual status, as required  by
the  Bank's  loan  policy.   The  policy  states  that  any  loan
delinquent  for  a  period  of  ninety  (90)  days,  unless   the
collateral supporting the loan is sufficient to cover the accrued
interest  in addition to the principal balance and in process  of
collection, will be placed in nonaccrual status.  Such loans  are
not   charged-off;  however,  interest  is  no  longer  accruing.
Accrued interest is charged either against interest income or the
allowance  for  possible loan losses at the time a  loan  becomes
nonaccrual,  depending  on the reporting  period  in  which  such
interest  had  accrued.  Nonaccrual loans  totaled  $168,000  and
loans  past  due  ninety  (90) days or more  and  still  accruing
interest totaled $107,000 for year ended December 31, 1999.  Past
due loans to total loans were 2.11% for the same period.

Another  primary  source  of  income is  interest  on  investment
securities.   Citizen's  Bank  maintains  a  written   investment
policy.   This  Policy  provides  for  investments  that  produce
secondary income, as well as liquidity needs.  Management follows
its  policy  strictly  to assure high-grade investments  of  bank
quality.   The Bank categorizes and accounts for these securities
investments  as "held to maturity" or "available  for  sale",  as
required by Financial Accounting Standards Board Statement  #115.
No  investment  securities are held in trading accounts.   As  of
December 31, 1999, securities classified as held to maturity  had
an  amortized cost of $9,901,000 and a fair value of  $9,803,000.
The  securities classified as available for sale had an amortized
cost of $26,090,000 and a market value of $25,568,000.

Deposits,  both  time and demand, represent the chief  source  of
funds for the Bank.  At the end of 1999, total deposits increased
$7,396,000  or  7.88%.  Much of the increase is in Savings,  NOW,
Money Market deposits and other time deposits.


RESULTS OF OPERATIONS

The  Company  reported a net income of $1,131,000  or  $9.85  per
average share outstanding as of December 31, 1999.  Net return on
assets was 1.00% and net return on equity was 10.27%.

The  Company's principal source of revenue is net interest income
which  is  measured  by  the difference between  interest  income
earned on loans and investments and interest expense incurred  on
deposits.   The  Company's net interest income for  December  31,
1999 was $3,507,000, a $254,000 or 7.81% increase over 1998.   On
December 31, 1999, the Company's net interest margin was 3.1%.

Noninterest income consists of service charges, fees on financial
services,  and investment securities transactions.   On  December
31,  1999,  noninterest income was $730,000, a $105,000  increase
from  the  previous  year-end.  The majority of  this  change  is
attributed to an increase in Service Charges of $93,000.

Noninterest expense increased by $218,000, or 9.26% which is  due
primarily  to  an  increase  in  Salaries,  which  is  in  direct
correlation with the growth in assets.


LIQUIDITY

The  asset/liability  management primary function  is  to  assure
adequate  liquidity  and maintain an appropriate  spread  between
interest   earning  assets  and  interest  bearing   liabilities.
Liquidity  management  involves the ability  to  meet  cash  flow
requirements  of  customers  who may  be  depositors  wanting  to
withdraw  funds or borrowers needing funds to meet  their  credit
needs.   The  major  components of the Bank's  overall  liquidity
management  capabilities and financial  resources  are  (1)  core
deposits,  (2) closely managed maturity structure  of  loans  and
deposits,  (3) sale and maturity of assets (primarily investments
securities)  and,  if  necessary,  (4)  extensions   of   credit,
including  federal  funds  purchased and  securities  sold  under
repurchase   agreements.    With   the   Bank's   asset/liability
management  program,  most  loan  and  deposit  changes  can   be
anticipated  and  provided  for  without  an  adverse  impact  on
earnings.   The Bank's liquidity ratio at December 31,  1999  was
38.94%.

CAPITAL ADEQUACY

As  of  December 31, 1999, the most recent notification from  the
Federal  Deposit Insurance Corporation categorized  the  Bank  as
well  capitalized  under  the  regulatory  framework  for  prompt
corrective  action.  To be categorized as well  capitalized,  the
Bank  must  maintain a total risk-based capital ratio of  10%  or
higher, Tier 1 risk-based capital ratio of 6% or higher, and Tier
1  leverage  capital  ratio of 5% or higher.   No  conditions  or
events  have  occurred  since that notification  that  management
believes have changed the Bank's category.  The Bank's actual and
required capital amounts and ratios at December 31, 1999  are  as
follows (dollars in thousands):

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

Total Capital (to   $11,888   19.0%  $5,014    8.0%  $6,267   10.0%
Risk Weighted
Assets)

Tier 1 Capital (to  $11,102   17.7%  $2,507    4.0%  $3,760    6.0%
Risk Weighted
Assets)

Tier 1 Capital (to  $11,102    9.6%  $4,617    4.0%  $5,771    5.0%
Adjusted Total
Assets)

                  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, 1999 and 1998,  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, 1999 and 1998, and the results  of
their operations and their cash flows for the years then ended in
conformity with generally accepted accounting principles.


Basil M. Lee And Company


Baton Rouge, Louisiana
January 14, 2000
CITIZENS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 1999 AND 1998
(In thousands of dollars)

                                              1999        1998
                  Assets

Cash and due from banks (Note 2)              $2,423      $1,857
Federal funds sold                             6,225       6,625
   Cash and cash equivalents                   8,648       8,482
Interest-bearing deposits with banks           5,250       5,142
Securities available for sale, at fair        25,568      26,513
values (Note 3)
Securities held to maturity, fair values       9,901       8,125
of $9,803 in 1999 and $8,274 in 1998 (Note
3)
Loans receivable, net of allowance for        58,842      52,119
loan losses of $1,029 in 1999 and $1,001
in 1998 (Note 4)
Accrued interest receivable                    1,040         940
Premises and equipment (Note 5)                2,924       2,979
Foreclosed real estate (Note 6)                   50           -
Deferred tax asset (Note 9)                      285          81
Other assets                                     699         743

  Total assets                              $113,207    $105,124


   Liabilities and Shareholders' Equity

Liabilities
  Demand deposits                           $ 10,256    $ 10,683
  Savings, NOW, and money-market deposits     16,729      15,351
  Time deposits $100,000 and more (Note 7)    24,665      22,674
  Other time deposits (Note 7)                49,677      45,223
    Total deposits                           101,327      93,931
Accrued interest payable                         604         557
Accrued expenses and other liabilities           258         257

  Total liabilities                          102,189      94,745

Shareholders' equity (Note 13)
   Common  stock,  $5 par  value,  300,000       575         575
shares  authorized, 115,000 shares  issued
and outstanding
  Additional paid-in capital                     825         825
  Retained earnings (Note 2)                   9,968       8,952
  Treasury stock at cost, 145 shares             (6)         (6)
  Accumulated other comprehensive income       (344)          33

  Total shareholders' equity                  11,018      10,379

    Total  liabilities  and  shareholders'  $113,207    $105,124
equity

CITIZENS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1999 AND 1998
(In thousands of dollars, except per share amounts)

                                              1999        1998
Interest income
  Loans receivable                            $5,273      $4,768
  Taxable securities                           1,557       1,601
  Tax-exempt securities                          377         304
  Federal funds sold                             459         498
  Deposits with banks                            292         302
    Total interest income                      7,958       7,473

Interest expense
  Deposits
      Savings,   NOW,   and   money-market       540         456
deposits
    Time deposits $100,000 and more            1,303       1,322
    Other time deposits                        2,605       2,437
  Other                                            3           5
      Total interest expense                   4,451       4,220

Net interest income                            3,507       3,253
Provision for loan losses (Note 4)               108         103

   Net interest income after provision for     3,399       3,150
loan losses

Noninterest income
  Service charges                                566         473
  Insurance commissions                          109          97
  Other income                                    55          55
    Total noninterest income                     730         625

Noninterest expense
  Salaries and employee benefits               1,520       1,345
  Occupancy and equipment expense                430         403
  Other expense                                  622         606
    Total noninterest expense                  2,572       2,354

Income before income taxes                     1,557       1,421
Income tax expense (Note 9)                      426         398

Net income                                    $1,131      $1,023

Net income per share of common stock           $9.85       $8.90

Average shares outstanding                   114,855     114,902

CITIZENS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1999 AND 1998
(In thousands of dollars)


                                          Accumu-
                                           lated
                   Addi-                   Other    Total
                   tional
            Com-   Paid-   Retain- Treas- Compre-   Share-
             mon     in      ed     ury   hensive  holders'
            Stock  Capita  Earnin  Stock  Income    Equity
                     l       gs

Balance at   $575    $825  $8,027  $   -   $   47  $  9,474
December
31, 1997

COMPRE-
HENSIVE
INCOME
Net income      -       -   1,023      -        -     1,023
for 1998
Other
compre-
hensive
income:
Unrealized      -       -       -      -     (14)      (14)
holding
loss    on
securities
arising
during
1998,  net
of  tax of
$7
TOTAL                                                 1,009
COMPRE-
HENSIVE
INCOME

Purchase        -       -       -    (6)        -       (6)
of stock
Cash            -       -    (98)      -        -      (98)
dividends
-$0.85 per
share

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

COMPRE-
HENSIVE
INCOME
Net income      -       -   1,131      -        -     1,131
for 1999
Other
comprehens
ive
income:
Unrealized      -       -       -      -    (377)     (377)
holding
loss    on
securities
arising
during
1999,  net
of  tax of
$194
TOTAL                                                   754
COMPRE-
HENSIVE
INCOME

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

Balance at   $575    $825  $9,968   $(6)   $(344)   $11,018
December
31, 1999
CITIZENS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1999 AND 1998
(In thousands of dollars)
                                             1999        1998

Cash flows from operating activities
Net income                                   $1,131      $1,023
Adjustments to reconcile net income to net
cash provided by
operating activities:
Deferred income tax (benefit)                  (10)         (6)
Depreciation                                    194         184
Provision for loan losses                       108         103
Net amortization of securities                   62          39
(Increase)  decrease in  accrued  interest    (100)          20
receivable
Decrease in other assets                         44          32
Increase  (decrease) in  accrued  interest       47        (11)
payable
Increase  (decrease) in  accrued  expenses        1       (225)
and other liabilities

Net cash provided by operating activities     1,477       1,159

Cash flows from investing activities
Net    (increase)    in   interest-bearing    (108)       (384)
deposits with banks
Purchases of securities available for sale  (8,792)    (24,658)
Maturities  of  securities  available  for    9,101      23,021
sale
Purchases of securities held to maturity    (2,823)     (3,698)
Maturities of securities held to maturity     1,050       4,282
Net (increase) in loans                     (6,912)     (6,209)
Sales of foreclosed real estate                  31          52
Purchases of premises and equipment           (139)       (225)

Net cash (used) by investing activities     (8,592)     (7,819)

Cash flows from financing activities
Net increase in deposits                      7,396       6,498
Purchase of treasury stock                        -         (6)
Dividends paid                                (115)        (98)

Net cash provided by financing activities     7,281       6,394

Net  increase (decrease) in cash and  cash      166       (266)
equivalents
Cash and cash equivalents at beginning  of    8,482       8,748
year

Cash and cash equivalents at end of year    $ 8,648     $ 8,482

Interest paid                               $ 4,404     $ 4,231

Income taxes paid                           $   409     $   389

Foreclosed   real   estate   acquired   in  $    81     $    38
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 accumulated other comprehensive
  income in shareholders' equity.  Gains and losses on the sale of
  securities available for sale are determined using the specific-
  identification method.  Premiums and discounts are recognized in
  interest  income using the interest method over the  period  to
  maturity.   Declines in the fair value of individual securities
  below their cost that are other than temporary result in write-
  downs  of  the individual securities to their fair value.   The
  related write-downs are included in earnings as realized losses.

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

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

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

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

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

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

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

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

   (5)  Commitments to extend credit and standby letters of credit.
     If material, the fair value is estimated using the fees currently
     charged to enter into similar agreements, taking into account the
     remaining  terms  of  the  agreements  and  the   present
     creditworthiness of the counterparties.  At December 31, 1999 and
     1998, the fair values of these instruments are not material.

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

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

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

(2)  Restrictions

The  Bank is required to maintain reserve balances by the Federal
Reserve  Bank.   The average amounts of these  reserves  for  the
years  ended  December  31,  1999  and  1998  were  $330,000  and
$308,000, 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, 1999
                                     Gross     Gross
                          Amort-     Unreal-   Unreal-    Fair
                           ized       ized      ized
Securities available for   Cost      Gains     Losses     Value
sale

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

Securities    held    to
maturity

U.S. Government agencies  $   500     $   -    $    4    $   496
and corporations
States   and   political    8,777        25       114      8,688
subdivisions
Mortgage-backed               624         -         5        619
securities
                           $9,901       $25      $123     $9,803

Securities  pledged   to  $15,847                        $15,588
secure  public  deposits
and for other purposes

Securities available for            December 31, 1998
sale

U.S. Treasury securities   $1,304      $  8      $  -     $1,312
U.S. Government agencies    9,391        15         7      9,399
and corporations
Mortgage-backed            15,770        73        41     15,802
securities
                          $26,465       $96       $48    $26,513

Securities    held    to
maturity

States   and   political   $7,402      $147      $  -     $7,549
subdivisions
Mortgage-backed               723         2         -        725
securities
                           $8,125      $149      $  -     $8,274

Securities  pledged   to  $13,843                        $13,933
secure  public  deposits
and for other purposes

The  scheduled maturities of securities available for sale and
held  to  maturity at December 31, 1999 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           $1,773     $1,736    $1,731    $1,728
After  one year  through   22,813     22,342     5,909     5,878
five years
After five years through    1,504      1,490     2,261     2,197
ten years

                          $26,090    $25,568    $9,901    $9,803

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 1999 and 1998.


(4)  Loans Receivable

The  components  of  loans  in  the  consolidated  statements  of
financial  condition at December 31 were as follows (in thousands
of dollars):
                                         1999       1998

Commercial                              $15,346    $11,935
Agricultural                              6,687      6,507
Real estate mortgage                     25,544     24,072
Consumer                                 12,731     11,117
Other                                        22         25
                                         60,330     53,656
Unearned income                           (459)      (536)
Allowance for loan losses               (1,029)    (1,001)

                                        $58,842    $52,119

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

                                         1999      1998

Balance at January 1                    $1,001      $937

Loans charged off                        (104)      (75)
Recoveries                                  24        36
  Net loans charged off                   (80)      (39)
Provision for loan losses                  108       103

Balance at December 31                  $1,029    $1,001

At  December  31,  1999  and 1998, loans  totaling  $684,000  and
$309,000  were  classified as impaired.  Of  the  total  impaired
loans at December 31, 1999 and 1998, $684,000 and $309,000 had  a
related  allowance  for  loan  losses  of  $64,000  and  $22,000,
respectively.  The average balances of these loans  in  1999  and
1998 were approximately $716,000 and $318,000.  In 1999 and 1998,
interest  income  recognized on impaired loans was  approximately
$48,000  and  $24,000,  respectively.   No  commitments  to  loan
additional  funds to borrowers of impaired loans were outstanding
at December 31, 1999.

(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):
                                         1999      1998
Cost:
Land                                      $342      $241
Buildings                                2,728     2,718
Furniture and equipment                    762       734
Automobiles                                 55        55
                                         3,887     3,748
Accumulated depreciation                 (963)     (769)

                                        $2,924    $2,979

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 recorded  at  a  cost  of
$96,000.   Amortization of the cost is over  five  years  and  is
included  in  depreciation expense.  The  related  capital  lease
payable  is included in other liabilities and is being  amortized
over the lease term of three years at an average interest rate of
4.6%.  Minimum lease payments are $40,000 per year in  the  years
1998 through 2000.


(6)  Foreclosed Real Estate

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

                                         1999      1998

Balance at January 1                      $  -      $  7
Provision charged to income                  -         -
Charge-offs, net of recoveries               -       (7)
Balance at December 31                    $  -      $  -


(7)  Deposits

At  December 31, 1999, the scheduled maturities of time  deposits
are as follows (in thousands of dollars):

                                     $100,000     Other
                                                   time
Year maturing                        and more    deposits

2000                                  $20,285     $42,749
2001                                    3,663       5,755
2002                                      717       1,130
2003                                        -           -
2004 and thereafter                         -          43

                                      $24,665     $49,677



(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,  1999 and 1998, commitments  to  extend  credit
totaled   $8,103,000   and   $5,917,000,   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, 1999 and 1998, commitments under standby letters
of  credit totaled $190,000 and $267,000, respectively.   Standby
letters of credit are conditional commitments issued by the  Bank
to guarantee the performance of a customer to a third party.  The
credit  risk involved in issuing letters of credit is essentially
the same as that involved in extending loans to customers.

The  carrying amounts and estimated fair values of the  Company's
financial instruments at December 31 are as follows (in thousands
of dollars):
                                 1999                1998
                          Carrying   Fair      Carrying   Fair
                           Amount    Value      Amount    Value
Financial assets
Cash and due from banks   $  2,423  $ 2,423    $  1,857  $ 1,857
Federal funds sold           6,225    6,225       6,625    6,625
Securities                  35,469   35,371      34,638   34,787
Loans receivable            58,842   58,324      52,119   52,229

Financial liabilities
Deposits                   101,327  101,576      93,931   94,213


(9)  Income Taxes

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

                                          1999     1998

Current expense                            $436     $404
Deferred expense (benefit)                 (10)      (6)

Income tax expense                         $426     $398


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

                                           1999      1998

Statutory federal income tax rate          34.0%     34.0%
Nontaxable income                         (8.7%)    (7.9%)
Nondeductible expenses                      2.1%      2.1%
Other                                        - %    (0.2%)

Effective tax rate                         27.4%     28.0%

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

                                           1999     1998

Net   depreciation   (appreciation)    of   $177    $(17)
securities available for sale
Allowance for loan losses                    165      156
Accumulated depreciation                   (121)    (113)
Deferred compensation payable                 57       46
Accreted discount on investments            (18)     (16)
Tax basis over book value of land             25       25

Deferred tax asset                          $285      $81

No  valuation  allowance was recorded to reduce the deferred  tax
asset at December 31, 1999 and 1998.


(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, 1999 and 1998 was $553,000 and $548,000,
respectively.   During  1999, new loans to such  related  parties
amounted   to  $401,000  and  repayments  amounted  to  $396,000.
Deposits  held  by  the Bank at December 31, 1999  and  1998  for
related  parties  were  $3,504,000 and $2,664,000,  respectively.
Fees  paid  for  goods and services provided by  related  parties
amounted to $12,000 in 1999 and $10,000 in 1998.


(11)  Commitments

At  December  31,  1999 and 1998, the Bank had  unused  lines  of
credit  with other banks which totaled $3,500,000 and $3,000,000,
respectively.   The  lines  were  unsecured  and  have   variable
interest  rates based on the lending bank's daily  federal  funds
rate.

In  addition, the Bank may make advances from the Federal Reserve
Bank  of  Atlanta's discount window.  At December  31,  1999,  no
advances  were  outstanding.  A pledge  of  collateral,  such  as
investment securities and loans, is necessary before the Bank may
borrow from the discount window.


(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  contributions  in 1999 and 1998 were $33,000  and  $27,000,
respectively.

(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,  1999,  that the Bank meets all capital adequacy requirements
to which it is subject.

As  of  December 31, 1999, the most recent notification from  the
Federal  Deposit Insurance Corporation categorized  the  Bank  as
well  capitalized  under  the  regulatory  framework  for  prompt
corrective  action.  To be categorized as well  capitalized,  the
Bank  must  maintain a total risk-based capital ratio of  10%  or
higher, Tier 1 risk-based capital ratio of 6% or higher, and Tier
1  leverage  capital  ratio of 5% or higher.   No  conditions  or
events  have  occurred  since that notification  that  management
believes have changed the Bank's category.  The Bank's actual and
required  capital amounts and ratios are as follows  (dollars  in
thousands):

                                                    To Be Well
                                                    Capitalized
                                                     under the
                                                      Prompt
                                    For Capital     Corrective
                                                      Action
                       Actual         Adequacy      Provisions
                                      Purposes
At December 31,   Amount   Ratio   Amount  Ratio   Amount  Ratio
1999

Total Capital (to $11,888   19.0%  $5,014    8.0%  $6,267  10.0%
Risk Weighted
Assets)

Tier 1 Capital    $11,102   17.7%  $2,507    4.0%  $3,760   6.0%
(to Risk Weighted
Assets)

Tier 1 Capital    $11,102    9.6%  $4,617    4.0%  $5,771   5.0%
(to Adjusted
Total Assets)

At December 31,
1998

Total Capital (to $10,760   19.3%  $4,466    8.0%  $5,582  10.0%
Risk Weighted
Assets)

Tier 1 Capital    $10,062   18.0%  $2,233    4.0%  $3,349   6.0%
(to Risk Weighted
Assets)

Tier 1 Capital    $10,062    9.7%  $4,134    4.0%  $5,168   5.0%
(to Adjusted
Total 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           1999       1998
                 Assets
Investment in Citizens Bank, at equity     $11,011    $10,375
Cash and equivalents                             7          4
Total assets                               $11,018    $10,379
  Liabilities and Shareholders' Equity
Total liabilities                            $   -      $   -

Common stock                                   575        575
Additional paid-in capital                     825        825
Retained earnings                            9,968      8,952
Treasury stock                                 (6)        (6)
Accumulated other comprehensive income       (344)         33
Total shareholders' equity                  11,018     10,379
Total   liabilities   and   shareholders'  $11,018    $10,379
equity

Statements of Income
                 Income
Equity  in  undistributed net  income  of   $1,013     $  921
Citizens Bank
Dividends received from Citizens Bank          121        105
Total income                                 1,134      1,026
                Expenses
Other expense                                    3          3
Total expenses                                   3          3
Net income                                  $1,131     $1,023

Statements of Cash Flows

Cash flows from operating activities
Net income                                  $1,131     $1,023
Adjustments  to reconcile net  income  to
net cash provided
by operating activities:
Equity  in  undistributed net  income  of  (1,013)      (921)
Citizens Bank
Net cash provided by operating activities      118        102

Cash flows from investing activities             -          -

Cash flows from financing activities
Purchase of treasury stock                       -        (6)
Dividends paid                               (115)       (98)
Net cash (used) by financing activities      (115)      (104)

Net   increase  (decrease)  in  cash  and        3        (2)
equivalents
Cash and equivalents at beginning of year        4          6
Cash and equivalents at end of year        $     7    $     4

(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          1999        1998

                Assets
Cash and due from banks                    $2,423      $1,857
Federal funds sold                          6,225       6,625
Interest-bearing deposits with banks        5,250       5,142
Investment securities                      35,469      34,638
Loans receivable                           58,842      52,119
Accrued interest receivable                 1,040         940
Premises and equipment                      2,924       2,979
Foreclosed real estate                         50           -
Deferred tax asset                            285          81
Other assets                                  699         743
Total assets                             $113,207    $105,124

 Liabilities and Shareholder's Equity
Deposits                                 $101,334     $93,935
Accrued interest payable                      604         557
Accrued expenses and other liabilities        258         257
Common stock                                  575         575
Additional paid-in capital                  4,000       4,000
Retained earnings                           6,780       5,767
Accumulated other comprehensive income      (344)          33
Total   liabilities  and  shareholder's  $113,207    $105,124
equity

Statements of Income

Interest income
Loans                                      $5,273      $4,768
Investment securities                       1,934       1,905
Federal funds sold                            459         498
Deposits with banks                           292         302
Total interest income                       7,958       7,473
Interest expense                            4,451       4,220
Net interest income                         3,507       3,253
Provision for loan losses                     108         103
Net interest income after provision for     3,399       3,150
loan losses

Noninterest income                            730         625
Noninterest expense                         2,569       2,351
Income tax expense                            426         398

Net income                                 $1,134      $1,026
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,  1999,  the  Company  and  the  Bank   had
approximately 47 full-time equivalent employees.  The Company has
no  salaried employees, although certain executive officers  hold
parallel  positions with the Bank.  No employees are  represented
by unions or other bargaining units, and management considers its
relations with employees to be satisfactory.


MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

Citizens  Bancshares,  Inc. stock is  not  listed  on  any  stock
exchange  or  over-the-counter market.   The  transaction  prices
listed  below reflect only a limited number of transactions  that
have  come to the attention of management.  No assurance  can  be
given  that such prices represent the actual market value of  the
Company's  common stock.  At December 31, 1999,  there  were  472
holders of record of the Company's common stock.

                                  1999                1998
Per       share      stock   High      Low       High      Low
transactions

First quarter                $40       $40       $40       $18
Second quarter               $40       $40       $40       $20
Third quarter                $40       $40       $40       $40
Fourth quarter               $40       $40       $40       $40

Dividends per share              $1.00               $0.85


AVAILABILITY OF ANNUAL REPORT ON FORM 10-KSB

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

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

Name                Principal Occupation

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

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

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

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

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

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

Stephen P. Mayeux   Senior Vice President of the Bank.

Anita     Fontenot  Public  Relations  and Education  Director
Melancon            for Savoy Medical Center.  Director of the
                    Bank and the Company since January 2000.

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

Brod Veillon        Commander of Louisiana Air National Guard.
                    Director of the Bank and the Company since
                    January 2000.

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

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

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