Citizens Bancshares, Inc.
                                
                          Annual Report
                                
                              1996


                                              PRESIDENT'S MESSAGE


March, 1997


Dear Shareholder:

Management expresses its appreciation to you, our shareholder and
customer for the support and confidence you have entrusted in us,
and  we  provide  assurance  of continued  expansion  of  quality
service and products.

Citizens Bancshares, Inc. and Citizens Bank is pleased to  report
to you another year of excellent earnings and asset growth.  This
demonstrates  your Bank's commitment of servicing  the  needs  of
Evangeline  Parish and its surrounding area.   Total  assets  for
1996  increased over 7 million dollars, up 9.5% over 1995.  Total
loans  for  1996 increased near 6 million dollars, up 15.9%  over
1995.   Cash  dividends  declared in 1996 were  $.60  per  share,
compared to $.50 for 1995 which represents a 20% increase.   This
strong   financial  achievement  places  your  Bank   among   the
industry's high performers.

The expansion and renovation of the Bank's main office should  be
completed by the beginning of the fourth quarter this year.  This
project  will  provide  needed  space  to  accommodate  increased
operations and to continue personal, quality service to you,  our
customer.

Your  Bank's new facility will include a five lane drive  through
along  with an ATM (automated teller machine).  A new product  of
debit  cards and ATM cards are in the process of being introduced
and will be available very shortly.

We  say THANK YOU for allowing Citizens Bank to serve you and ask
for your continued support and promotion of your Bank.

We  understand that in order to carry this progress  forward,  it
all depends on one simple thing...our ability to provide you, our
customer with excellent service.  This is our pledge to you  now,
and in the future.

Sincerely,

Carl W. Fontenot
President & CEO


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


GENERAL STATEMENT

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

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

FINANCIAL CONDITION

Total  assets  increased by $7,881,000 to  $91,050,000,  a  9.48%
increase  over  the year end 1995 total asset level.   Management
feels  that  growth  represents core  deposits  and  envisions  a
moderate  continuing  growth in the future, especially  when  the
construction of the Ville Platte expansion is complete.

Earning  assets,  which  include  loans,  investment  securities,
federal  funds  sold and deposits in other banks were  94.71%  of
total assets.

Loans  constitute a primary source of income for the  Bank.   The
Bank  desires to make all sound loans its resources will  permit.
This  lending objective is specifically articulated in the Bank's
written  Loan  Policy and its written Community Reinvestment  Act
Policy.  As of December 31, 1996, loans net of the allowance  for
loan  losses increased $5,748,000 or 15.93%.  The Bank's loan  to
deposit ratio at December 31, 1996 was 51.05%.

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 $859,000 as of December 31,  1996,
which  represented 2.01% of total loans outstanding on that  date
and which constituted an increase of $27,000 when compared to the
prior  year  end balance.  Provisions to the allowance  for  loan
losses  which were charged to net income of 1996 totaled $75,000.
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.  On the basis of this evaluation,  the  allowance
for  loan  losses is considered adequate to meet possible  future
charges for losses in the existing loan portfolio.

Interest  income on loans is recognized on the accrual basis  for
performing loans.  These performing loans included past due loans
which  comprised 1.31% of total loans at December 31,  1996.   Of
the  past  due  loans, $32,000 are 90 days or more past  due  and
continuing to accrue interest.  For nonperforming loans, on which
doubt exists as to the borrower's ability to repay principal  and
interest,  interest accrual is terminated and interest income  is
recognized as collected.  This group of nonperforming  loans  are
referred  to  as nonaccrual loans and totaled $0 at December  31,
1996.

Another  primary  source  of  income is  interest  on  investment
securities.  The Bank's investment objectives and activities  are
guided  by  a  written Investment Policy.  The Investment  Policy
directs that, to the extent not needed to meet loan demand, funds
be  invested to earn maximum returns with minimum risks and  that
established  liquidity guidelines be observed.   Under  Financial
Accounting  Standards  Board  Statement  number  115,  the   Bank
categorizes  and  accounts  for debt  securities  investments  as
either "held to maturity" or "available for sale."  No investment
securities are held in trading accounts.  At December  31,  1996,
securities  classified as held to maturity had an amortized  cost
of  $10,909,000  and  a  fair value of  $10,997,000.   Securities
classified  as  available  for sale  had  an  amortized  cost  of
$25,929,000 and a fair value of $25,999,000.

Deposits,  both  time and demand, represent the chief  source  of
funds for the Bank.  At the end of 1996, total deposits increased
$6,922,000  or  9.23%.   The  Bank's noninterest-bearing  deposit
accounts  increased  by  $1,462,000 at December  31,  1996.   The
Bank's  interest-bearing  deposits  increased  by  $5,460,000  at
December  31, 1996.  Management finds the depositors continue  to
select interest-bearing deposit accounts over noninterest-bearing
deposit accounts and are staying short-term.

RESULTS OF OPERATIONS

The  Company  reported a net income of $1,053,000  or  $9.16  per
average share outstanding as of December 31, 1996.  Net return on
assets was 1.21% and net return on equity was 11.40%.

Net  interest income is the Company's principal source of revenue
and  is measured by the difference between interest income earned
on  loans  and  investments  and  interest  expense  incurred  on
deposits.   The  Company's net interest income for  December  31,
1996 increased $177,000 or 6.74%.

Noninterest income, which consists primarily of service  charges,
fees  on financial services and investment security transactions,
was  $603,000 as of December 31, 1996 as compared to $585,000  as
of December 31, 1995, a 3.08% increase.

In  1996 noninterest expense decreased by $20,000 which is mainly
due  to the FDIC assessment fees paid in 1996, which were reduced
in November of 1995 due to the FDIC classification.

LIQUIDITY

The primary functions of asset/liability management are to assure
adequate  liquidity  and maintain an appropriate  spread  between
interest-earning   assets   and   interest-bearing   liabilities.
Liquidity  management  involves the ability  to  meet  cash  flow
requirements of customers who may be either depositors wanting to
withdraw  funds  or borrowers needing assurance  that  sufficient
funds  will  be  available  to meet their  credit  needs.   Major
elements  of the Bank's overall liquidity management capabilities
and  financial  resources  are (1)  core  deposits,  (2)  closely
managed  maturity structure of loans and deposits, (3)  sale  and
maturity  of  assets  (primarily investment securities)  and,  if
necessary,  (4)  extensions of credit,  including  federal  funds
purchased and securities sold under repurchase agreements.   With
the  Bank's  asset/liability management program,  most  loan  and
deposit  changes can be anticipated and provided for  without  an
adverse impact on earnings.  The liquidity ratio for the Bank  at
year end was 53.52%.

CAPITAL ADEQUACY

As  of  December 31, 1996, the most recent notification from  the
Federal  Deposit Insurance Corporation categorized  the  Bank  as
well  capitalized  under  the  regulatory  framework  for  prompt
corrective  action.  To be categorized as well  capitalized,  the
Bank  must  maintain a total risk-based capital ratio of  10%  or
higher, Tier 1 risk-based capital ratio of 6% or higher, and Tier
1  leverage  capital  ratio of 5% or higher.   No  conditions  or
events  have  occurred  since that notification  that  management
believes  have changed the Bank's category.  The following  table
presents  the  Bank's actual capital amounts  and  ratios  as  of
December 31, 1996 (dollars in thousands):

                                             Amount    Ratio
                                               
                                                      
Total Capital (to Risk Weighted Assets)      $8,618    20.0%
                                                 
                                                           
Tier 1 Capital (to Risk Weighted Assets)     $8,079    18.7%
                                                 
                                                           
Tier 1 Capital (to Average Assets)           $8,079     9.4%
                                                 



                  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, 1996 and 1995,  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, 1996 and 1995, 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 31, 1997


CITIZENS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 1996 AND 1995
(In thousands of dollars)

                                                  1996     1995
                     Assets                                
                                                           
Cash and due from banks (Note 2)                 $2,352   $2,498
Federal funds sold                                3,725    3,575
   Cash and cash equivalents                      6,077    6,073
Interest-bearing deposits with banks              3,766    3,765
Securities available for sale, at fair values    25,999   25,224
(Note 3)                                              
Securities held to maturity, fair values of                     
$10,997 in 1996 and $9,849 in 1995 (Note 3)      10,909    9,695
Loans receivable, net of allowance for loan                     
losses of $859 in 1996 and $832 in 1995 (Note 4) 41,832   36,084
Accrued interest receivable                         890      868
Premises and equipment (Note 5)                   1,017      850
Foreclosed real estate, net of allowance of $16       -       28
in 1996 and $27 in 1995 (Note 6)
Deferred tax asset (Note 9)                          44        -
Other assets                                        516      582
                                                                
  Total assets                                  $91,050  $83,169

      Liabilities and Shareholders' Equity                 
                                                           
Liabilities                                                
  Demand deposits                               $ 9,235  $ 7,773
  Savings, NOW, and money-market deposits        12,146   12,693
  Time deposits $100,000 and more (Note 7)       20,772   17,829
  Other time deposits (Note 7)                   39,780   36,716
    Total deposits                               81,933   75,011
                                                              
Accrued interest payable                            540      480
Deferred tax liability (Note 9)                       -       20
Accrued expenses and other liabilities              117      106
                                                                
  Total liabilities                              82,590   75,617
                                                                
Shareholders' equity (Note 12)                                  
  Common  stock,  $5 par value, 300,000 shares                
    authorized, 115,000 shares issued
    and outstanding                                 575      575
  Additional paid-in capital                        825      825
  Retained earnings (Note 2)                      7,013    6,029
  Net  unrealized  appreciation  on  securities                
    available for sale, net of tax of $24 in 
    1996 and $64 in 1995                             47      123
                                                                
  Total shareholders' equity                      8,460    7,552
                                                                
  Total liabilities and shareholders' equity    $91,050  $83,169


CITIZENS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1996 AND 1995
(In thousands of dollars, except per share amounts)

                                                  1996     1995
Interest income                                            
  Loans receivable                               $3,864   $3,466
  Taxable securities                              1,798    1,739
  Tax-exempt securities                             263      204
  Federal funds sold                                245      220
  Deposits with banks                               216      233
    Total interest income                         6,386    5,862
                                                                
Interest expense                                                
  Deposits                                                      
    Savings, NOW, and money-market deposits         353      359
    Time deposits $100,000 and more               1,082      982
    Other time deposits                           2,146    1,893
      Total interest expense                      3,581    3,234
                                                                
Net interest income                               2,805    2,628
Provision for loan losses (Note 4)                   75       80
                                                                
   Net  interest income after provision for loan  2,730    2,548
     losses
                                                                
Noninterest income                                              
  Service charges                                   426      385
  Insurance commissions                             101       73
  Net  realized  gains on sales  of  securities      -       12
    available for sale (Note 3)
  Credit to provision for foreclosed real estate      -       55
  Other income                                       76       60
    Total noninterest income                        603      585
                                                                
Noninterest expense                                             
  Salaries and employee benefits                  1,086    1,002
  Occupancy and equipment expense                   214      193
  Computer and courier                              138      128
  Stationery and supplies                            61       64
  Professional fees                                  62       88
  FDIC assessment                                     2       81
  Other expense                                     297      324
    Total noninterest expense                     1,860    1,880
                                                                
Income before income taxes                        1,473    1,253
Income tax expense (Note 9)                         420      353
                                                                
Net income                                       $1,053     $900
                                                                
Net income per share of common stock              $9.16    $7.83
                                                                
Average shares outstanding                      115,000  115,000


CITIZENS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1996 AND 1995
(In thousands of dollars)

                                               Net           
                                           Unrealized
                                            Appreci-        
                                             ation
                        Addi-              (Depreci-      
                       tional                ation)       Total
               Com-     Paid-                  on         Share-
               mon       in     Retained    Available    holders'
              Stock    Capital  Earnings    for Sale      Equity
                                           Securities
                                                         
Balance    at   $575      $825    $5,186        $(538)      $6,048
December  31,
1994

Net    income      -         -       900             -         900
for 1995

Cash               -         -      (57)             -        (57)
dividends
paid  - $0.50
per share

Net change in                                                     
unrealized
appreciation
of
securities         -         -         -           661         661
available for
sale, net  of
tax of $341
                                                                  
Balance    at    575       825     6,029           123       7,552
December  31,
1995
                                                                  
Net    income      -         -     1,053             -       1,053
for 1996

Cash               -         -      (69)             -        (69)
dividends
paid  - $0.60
per share

Net change in                                                     
unrealized
appreciation
of
securities         -         -         -          (76)        (76)
available for
sale, net  of
tax of $39
                                                                  
Balance    at   $575      $825    $7,013         $  47      $8,460
December  31,
1996


CITIZENS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1996 AND 1995
(In thousands of dollars)
                                             1996       1995
                                                       
Cash flows from operating activities                   
Net income                                   $1,053      $900
Adjustments to reconcile net income to  net                  
cash provided by
operating activities:                                        
Deferred income tax expense (benefit)          (24)        27
Depreciation and amortization                    87        78
Provision for loan losses                        75        80
Net realized (gains) on sales of securities       -      (12)
available for sale
Net (accretion) of securities                  (46)      (54)
Credit  to  provision for  foreclosed  real       -      (55)
estate
(Increase) in accrued interest receivable      (22)      (38)
(Increase) decrease in other assets              41     (353)
Increase in accrued interest payable             60       156
Increase  in  accrued  expenses  and  other      11        13
liabilities
                                                             
Net cash provided by operating activities     1,235       742
                                                             
Cash flows from investing activities                         
Net (increase) decrease in interest-bearing     (1)       196
deposits with banks
Purchases of securities available for sale (14,429)  (10,599)
Maturities of securities available for sale  13,577     3,490
Purchases of securities held to maturity    (7,105)   (4,977)
Maturities of securities held to maturity     5,898     8,330
Net (increase) in loans                     (5,973)   (2,275)
Sales of foreclosed real estate                 178        32
Purchases of premises and equipment           (229)     (246)
                                                             
Net cash (used) by investing activities      (8,084)   (6,049)
                                                             
Cash flows from financing activities                         
Net increase in deposits                      6,922     7,313
Dividends paid                                 (69)      (57)
                                                             
Net cash provided by financing activities     6,853     7,256
                                                             
Net increase in cash and cash equivalents         4     1,949
Cash  and cash equivalents at beginning  of   6,073     4,124
year
                                                             
Cash and cash equivalents at end of year     $6,077    $6,073
                                                             
Interest paid                                $3,521    $3,078
                                                             
Income taxes paid                              $393      $350
                                                             
Foreclosed   real   estate   acquired    in                
satisfaction of loans                          $150       $60


(1)  Summary of Significant Accounting Policies

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

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

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

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

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

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

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

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

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

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

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

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

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


(2)  Restrictions

The  Bank is required to maintain average reserve balances  by
the  Federal  Reserve  Bank.  The  average  amounts  of  these
reserves  for the years ended December 31, 1996 and 1995  were
$206,000 and $204,000, 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, 1996
                                      Gross     Gross        
                            Amort-    Unreal-   Unreal-    Fair
                             ized      ized      ized
Securities  available  for   Cost     Gains     Losses    Value
sale
                                                          
U. S. Treasury securities   $3,560    $    7       $12    $3,555
U.  S. Government agencies  14,798        77        40    14,835
and corporations
Mortgage-backed securities   7,571        73        35     7,609
                                                                
                           $25,929      $157       $87   $25,999
                                                          
Securities     held     to                                
maturity
                                                          
U. S. Treasury securities   $2,200    $    2      $  2    $2,200
U.  S. Government agencies   3,427         2         5     3,424
and corporations
States    and    political   5,012        98         4     5,106
subdivisions
Mortgage-backed securities     270         -         3       267
                                                                
                            $10,909     $102       $14   $10,997
                                                                
Securities   pledged    to                                      
secure public deposits
  and for other purposes     $5,892                       $5,876


Securities  available  for           December 31, 1995
sale
                                                          
U. S. Treasury securities   $2,995     $  27      $  4    $3,018
U.  S. Government agencies  19,001       142        57    19,086
and corporations
Mortgage-backed securities   3,044        84         8     3,120
                                                                
                           $25,040      $253       $69   $25,224
                                              
Securities     held     to                                   
maturity
                                                          
U. S. Treasury securities   $2,199     $  11     $   -    $2,210
U.  S. Government agencies   2,585        25         9     2,601
and corporations
States    and    political   4,579       132         6     4,705
subdivisions
Mortgage-backed securities     332         1         -       333
                                                                
                            $9,695      $169       $15    $9,849
                                                                
Securities   pledged    to                                      
secure public deposits
  and for other purposes    $4,507                        $4,530

The  scheduled maturities of securities available for sale and
held  to  maturity at December 31, 1996 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            $4,049    $4,057    $4,851    $4,851
After   one  year  through  14,309    14,333     4,236     4,281
five years
After  five years  through       -         -     1,552     1,598
ten years
Mortgage-backed securities   7,571     7,609       270       267
                           $25,929   $25,999   $10,909   $10,997

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.
Gross  realized gains and gross realized losses  on  sales  of
securities available for sale were $12,000 and $0 in 1995.  No
securities were sold in 1996.


(4)  Loans Receivable

The  components  of  loans in the consolidated  statements  of
financial  condition  at  December  31  were  as  follows  (in
thousands of dollars):
                                         1996      1995
                                                  
Commercial                              $9,705    $7,923
Agricultural                             3,895     3,211
Real estate mortgage                    20,425    18,015
Consumer                                 9,115     8,157
Other                                       39       136
                                        43,179    37,442
Unearned income                          (488)     (526)
Allowance for loan losses                (859)     (832)
                                                        
                                       $41,832   $36,084

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

                                         1996      1995
                                                  
Balance at January 1                      $832      $774
                                                        
Loans charged off                         (91)      (59)
Recoveries                                  43        37
  Net loans charged off                   (48)      (22)
Provision for loan losses                   75        80
                                                        
Balance at December 31                    $859      $832

At  December  31,  1996  and 1995, loans  totaling  $109,000  and
$171,000  were  classified as impaired.  Of  the  total  impaired
loans at December 31, 1996 and 1995, $109,000 and $171,000 had  a
related  allowance  for  loan  losses  of  $18,000  and  $37,000,
respectively.  The average balances of these loans  in  1996  and
1995 were approximately $111,000 and $172,000.  In 1996 and 1995,
interest  income  recognized on impaired loans was  approximately
$9,000  and  $10,000,  respectively.   No  commitments  to   loan
additional  funds to borrowers of impaired loans were outstanding
at December 31, 1996.


(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):

                                         1996      1995
Cost:                                             
Land                                      $241      $241
Buildings                                  725       715
Furniture and equipment                    421       378
Automobiles                                 37        37
Construction in progress                   176         -
                                         1,600     1,371
Accumulated depreciation                 (583)     (521)
                                                        
                                        $1,017      $850


(6)  Foreclosed Real Estate

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

                                         1996      1995
                                                  
Balance at January 1                     $  27      $174
Provision charged (credited) to income       -      (55)
Charge-offs, net of recoveries            (11)      (92)
                                                        
Balance at December 31                   $  16     $  27


(7)  Deposits

At  December 31, 1996, the scheduled maturities of time  deposits
are as follows (in thousands of dollars):

                                    $100,000     Other time
Year maturing                       and more      deposits
                                                     
1997                                  $19,372       $36,460
1998                                      800         2,808
1999                                      600           512
                                                           
                                      $20,772       $39,780


(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,  1996 and 1995, commitments  to  extend  credit
totaled   $3,183,000   and   $1,336,000,   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, 1996 and 1995, commitments under standby letters
of  credit totaled $212,000 and $340,000, respectively.   Standby
letters of credit are conditional commitments issued by the  Bank
to guarantee the performance of a customer to a third party.  The
credit  risk involved in issuing letters of credit is essentially
the same as that involved in extending loans to customers.


(9)  Income Taxes

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

                                             1996     1995
                                                      
Current expense                               $444     $326
Deferred expense (benefit)                    (24)       27
                                                           
Income tax expense                            $420     $353

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

                                             1996     1995
                                                      
Statutory federal income tax rate            34.0%    34.0%
Nontaxable income                           (7.2%)   (6.0%)
Nondeductible expenses                        2.5%     1.2%
Other                                       (0.8%)   (1.0%)
                                                           
Effective tax rate                           28.5%    28.2%


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

                                             1996     1995
                                                      
Net  (appreciation) of securities available  $(24)    $(64)
for sale
Allowance for loan losses                      108       98
Allowance for foreclosed real estate losses      6        9
Accumulated depreciation                      (72)     (74)
Deferred compensation payable                   32       10
Accreted discount on investments              (31)     (24)
Tax basis over book value of land               25       25
                                                           
Deferred tax asset (liability)                $ 44    $(20)

No  valuation  allowance was recorded to reduce the deferred  tax
asset at December 31, 1996 and 1995.


(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, 1996 and 1995 was $885,000 and $959,000,
respectively.   During  1996, new loans to such  related  parties
amounted  to  $1,100,000 and repayments amounted  to  $1,174,000.
Deposits  held  by  the Bank at December 31, 1996  and  1995  for
related  parties  were  $3,580,000 and $3,460,000,  respectively.
Fees  paid  for  goods and services provided by  related  parties
amounted to $50,000 in 1996 and $24,000 in 1995.


(11)  Commitments

At  December  31,  1996 and 1995, the Bank had  unused  lines  of
credit  with other banks which totaled $2,750,000 and $1,750,000.
The  lines were unsecured and have variable interest rates  based
on the lending bank's daily federal funds rate.

In  December, 1995, the Bank contracted with a company to develop
and  implement a planned expansion of the main office.  Estimated
cost  of  the  expansion  is between $1,300,000  and  $1,500,000.
Construction  began  in the last quarter of 1996  and  should  be
completed in 12 to 15 months.


 (12)  Regulatory Matters

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

Quantitative measures established by regulation to ensure capital
adequacy require the Bank to maintain minimum amounts and  ratios
of  total  and Tier 1 capital, as defined in the regulations,  to
risk-weighted  assets,  as defined, and  of  Tier  1  capital  to
average  assets, as defined.  Management believes, as of December
31,  1996,  that the Bank meets all capital adequacy requirements
to which it is subject.

As  of  December 31, 1996, the most recent notification from  the
Federal  Deposit Insurance Corporation categorized  the  Bank  as
well  capitalized  under  the  regulatory  framework  for  prompt
corrective  action.  To be categorized as well  capitalized,  the
Bank  must  maintain a total risk-based capital ratio of  10%  or
higher, Tier 1 risk-based capital ratio of 6% or higher, and Tier
1  leverage  capital  ratio of 5% or higher.   No  conditions  or
events  have  occurred  since that notification  that  management
believes  have changed the Bank's category.  The following  table
presents  the  Bank's actual capital amounts  and  ratios  as  of
December 31, 1996 (dollars in thousands):

                                             Amount   Ratio
                                                      
Total Capital (to Risk Weighted Assets)      $8,618   20.0%
                                                           
Tier 1 Capital (to Risk Weighted Assets)     $8,079   18.7%
                                                           
Tier 1 Capital (to Average Assets)           $8,079    9.4%


(13)  Parent Company Statements

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

Statements of Financial Condition            1996     1995
                                                      
                  Assets                                   
                                                           
Investment in Citizens Bank, at equity      $8,455   $7,548
Cash and equivalents                             5        4
                                                           
Total assets                                $8,460   $7,552
                                                           
   Liabilities and Shareholders' Equity                    
                                                           
Total liabilities                               $-       $-
                                                           
Common stock                                   575      575
Additional paid-in capital                     825      825
Retained earnings                            7,013    6,029
Net unrealized appreciation on                             
  securities available for sale                 47      123
                                                           
Total shareholders' equity                   8,460    7,552
                                                           
Total liabilities and shareholders' equity  $8,460   $7,552
                                                           
                                                           
Statements of Income                         1996     1995
                                                           
                  Income                                   
                                                           
Equity  in  undistributed  net  income   of   $983     $841
Citizens Bank
Dividends received from Citizens Bank           74       61
                                                           
Total income                                 1,057      902
                                                           
                 Expenses                                  
                                                           
Other expense                                    4        2
                                                           
Total expenses                                   4        2
                                                           
Net income                                  $1,053     $900

                                                           
Statements of Cash Flows                                   
                                                           
Cash flows from operating activities                       
Net income                                  $1,053     $900
Adjustments to reconcile net income to  net                
cash provided
by operating activities:                                   
Equity  in  undistributed  net  income   of  (983)    (841)
Citizens Bank
                                                           
Net cash provided by operating activities       70       59
                                                           
Cash flows from investing activities             -        -
                                                           
Cash flows from financing activities                       
Dividends paid                                (69)     (57)
                                                           
Net cash (used) by financing activities       (69)     (57)
                                                           
Net increase in cash and equivalents             1        2
                                                           
Cash and equivalents at beginning of year        4        2
                                                           
Cash and equivalents at end of year             $5       $4


(14)  Bank Subsidiary Statements

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

Statements of Financial Condition            1996     1995
                                                      
                  Assets                                   
                                                           
Cash and due from banks                    $ 2,352   $2,498
Federal funds sold                           3,725    3,575
Interest-bearing deposits with banks         3,766    3,765
Investment securities                       36,908   34,919
Loans receivable                            41,832   36,084
Accrued interest receivable                    890      868
Premises and equipment                       1,017      850
Foreclosed real estate                           -       28
Deferred tax asset                              44        -
Other assets                                   517      582
                                                           
Total assets                               $91,051  $83,169
                                                           
   Liabilities and Shareholder's Equity                    
                                                           
Deposits                                   $81,938  $75,015
Accrued interest payable                       540      480
Deferred tax liability                           -       20
Accrued expenses and other liabilities         118      106
Common stock                                   575      575
Additional paid-in capital                   4,000    4,000
Retained earnings                            3,833    2,850
Net unrealized appreciation on                             
  securities available for sale                 47      123
                                                           
Total liabilities and shareholder's equity $91,051  $83,169
                                                           

Statements of Income                         1996     1995
                                                           
Interest income                                            
Loans                                       $3,864   $3,466
Investment securities                        2,062    1,943
Federal funds sold                             245      220
Deposits with banks                            216      233
                                             6,387    5,862
                                                           
Interest expense on deposits                 3,581    3,234
                                                           
Net interest income                          2,806    2,628
Provision for loan losses                       75       80
                                                           
Net  interest  income after  provision  for  2,731    2,548
loan losses
                                                           
Noninterest income                             603      585
Noninterest expense                          1,857    1,878
Income tax expense                             420      353
                                                           
Net income                                  $1,057     $902


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,  1996,  the  Company  and  the  Bank   had
approximately 35 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, 1996,  there  were  441
holders of record of the Company's common stock.

                                     1996          1995
Per share stock transactions     High    Low   High    Low

First quarter                    $15     $13   $13     $11
Second quarter                    15      14    13      11
Third quarter                     15      15    15      12
Fourth quarter                    16      15    15      12


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 For 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:

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

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

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

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

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

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

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

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

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

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

Stephen P. Mayeux-Senior Vice President of the Bank.