SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549

                               FORM 10-KSB

     (Mark One) 

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

For the Fiscal Year Ended December 31, 1995 

( )  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 (No fee required)

For the transition period from        to       

Commission file number 0-12425

                        CITIZENS BANCSHARES, INC.
         (Exact name of registrant as specified in its charter)

         Louisiana                                72-0759135       
(State or other jurisdiction of          (IRS Employer Identification No.) 
incorporation or organization)

       P.O. Box 598                               
   Ville Platte, Louisiana                        70586-0598
(Address of principal executive                   (Zip Code)
         offices)

    Registrant's telephone number, including area code: (318) 363-5643

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

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

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

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

        Check whether the issuer (1) filed all reports required to be filed 
    by Section 13 or 15(d) of the Exchange Act during the past 12 months 
    (or for such shorter period that the registrant was required to file 
    such reports), and (2) has been subject to such filing requirements for 
    the past 90 days. Yes   x    No     

        Check if there is no disclosure of delinquent filers in response
    to Item 405 of Regulation S-B is not contained in this form, and no 
    disclosure will be contained, to the best of registrant's
    knowledge, in definitive proxy or information statements incorporated
    by reference in Part III of this Form 10-KSB or any amendment to this
    Form 10-KSB.(x)
 
    State issuer's revenues for its most recent year. $ 6,446,720   
  
    State the aggregate market value of the voting stock held by non-    
    affiliates* of the Registrant as of March 15, 1996 (based on $13.00 per 
    share).

                                $591,318

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

    Common Stock, $5.00 par value, 115,000 shares outstanding as of March 
    15, 1995.  

                  DOCUMENTS INCORPORATED BY REFERENCE:

                                             Part of Form 10-KSB
       Documents Incorporated             into which Incorporated
    Definitive Proxy Statement                     Part III
        for the 1996 Annual
      Meeting of Shareholders

    1995 Annual Report to Shareholders             Part II

*For the purposes of this computation only, shares held by directors, 
executive officers, and principal shareholders have been excluded. 
    
     
    Transitional Small Business Disclosure Format: yes   no x 



FORM 10-KSB CROSS REFERENCE INDEX
                                                                   
                                                             
     PART I                                                        PAGE
ITEM 1    BUSINESS....................................................4
          SUPPLEMENTAL FINANCIAL INFORMATION:
          INVESTMENT SECURITIES.......................................8  
          LOANS.......................................................9  
          LOAN MATURITY AND INTEREST RATE SENSITIVITY.................9 
          INTEREST RATE SENSITIVITY AND LIQUIDITY....................10  
          RISK ELEMENTS..............................................11  
          ALLOWANCE FOR POSSIBLE LOAN LOSSES.........................12
          DEPOSITS...................................................14
          RETURN ON EQUITY AND ASSETS................................14  
          RATE/VOLUME ANALYSIS.......................................15
          AVERAGE BALANCE SHEETS AND NET INTEREST YIELD ANALYSIS.....16 
ITEM 2    PROPERTIES.................................................18
ITEM 3    LEGAL PROCEEDINGS..........................................18
ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........18 
     PART II
ITEM 5    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS........................................19
ITEM 6    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS.........................*
ITEM 7    FINANCIAL STATEMENTS .......................................*
          CONSOLIDATED BALANCE SHEETS.................................*
          CONSOLIDATED STATEMENTS OF INCOME...........................*
          CONSOLIDATED STATEMENTS OF CASH FLOWS.......................*
          CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY..*
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS..................*
          REPORT OF INDEPENDENT AUDITORS..............................*
ITEM 8    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON               
          ACCOUNTING AND FINANCIAL DISCLOSURE........................20
     PART III
ITEM 9    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.........**
ITEM 10   EXECUTIVE COMPENSATION.....................................**
ITEM 11   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT.............................................**
ITEM 12   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............**
     PART IV
ITEM 13   EXHIBITS AND REPORTS ON FORM 8-K...........................20
          SIGNATURES.................................................21

*    INCORPORATED BY REFERENCE TO CITIZENS BANCSHARES, INC. ANNUAL REPORT 
**   INCORPORATED BY REFERENCE TO CITIZENS BANCSHARES, INC. PROXY STATEMENT

PART I.
ITEM 1. BUSINESS                                                   
GENERAL

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

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

COMPETITION

The Bank competes actively with national and state banks and savings and
loan institutions in Louisiana for all types of loans and deposits.  The
Bank competes for loans with other financial institutions, such as
insurance companies, real estate investment trusts, savings and loans,
small loan companies, credit unions and certain government agencies.  There
are 6 financial institutions in Evangeline Parish with a total of 12
banking offices.

EMPLOYEES

As of December 31, 1995, the Company and the Bank had approximately 36
full-time equivalent employees.  The Company has no salaried employees,
although certain executive officers hold parallel positions with the Bank. 
No employees are represented by unions or other bargaining units, and
management considers its relations with employees to be satisfactory.  

SUPERVISION AND REGULATION

General

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

The Company

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

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

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

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

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

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

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

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

The Bank

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

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

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

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

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

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

INVESTMENT SECURITIES

     Maturities and weighted average yields on investments as of December
31, 1995:

                                        Held-to-Maturity  Available-for-Sale
 
                         
                                                     
    U.S. Treasury Securities                 
     Within 1 year                   $  1,599,431  4.70%  $    749,938  5.37%
     After 1 but within  5 years          599,223  5.83%     2,268,421  5.93%  
                                     $  2,198,654  5.01%  $  3,018,359  5.79%
    U.S. Government Securities
     Within 1 year                      1,238,720  5.82%     7,604,805  4.40%
     After 1 but within  5 years        1,346,438  5.76%    11,481,890  5.83%   
                                     $  2,585,158  5.79%  $ 19,086,695  5.33%
    State and Political subdivisions
     With 1 year                          585,438  5.46%           ---   ---
     After 1 but within  5 years        2,826,382  5.83%           ---   ---
     After 5 but within 10 years        1,166,772  6.17%           ---   --- 
     After 10 years                          ---   ----            ---   ---    

                                      $ 4,578,592  5.87%  $        ---   --- 

    Mortgaged-backed securities           332,812  5.50%  $  3,119,068  7.09% 
                                      $ 9,695,216  5.64%  $ 25,224,122  5.67%  
 

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

    No securities of any single issuer which totaled 10% or more of 
    shareholders equity were held at December 31, 1995.                        
        
LOANS                                                                           
A distribution of the loan portfolio at December 31, 1995 and 1994 is 
summarized as follows:


                                             1995                   1994

Commercial                         $ 7,922,988  21.96%    $ 7,490,587  22.06% 
Municipal                              118,742   0.33%        232,949   0.69%
Real Estate - Mortgage              18,014,597  49.92%     15,747,855  46.38%  
Agricultural                         3,211,438   8.90%      4,092,847  12.06%
Consumer                             8,157,081  22.61%      7,683,081  22.63%
Overdrafts                              17,399   0.05%         26,974   0.08%
                                    37,442,245 103.77%     35,274,293 103.90%
Unearned income                       (526,102) (1.46%)      (550,465) (1.62%)
Allowance for possible loan loss      (832,044) (2.31%)      (774,056) (2.28%)
                                   $36,084,099 100.00%    $33,949,772 100.00% 


LOAN MATURITY AND INTEREST RATE SENSITIVITY                                  
   

     Maturities of commercial and agricultural loans at December 31, 1995 are
summarized below:
                                               Over
                                One Year      One to    Over Five
                      Total      or Less     Five Yrs     Years 

Commercial         $7,922,988   $6,533,427   $1,374,268   $ 15,293
Agricultural        3,211,438    2,928,006      135,036    148,396

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

                                   Fixed    Adjustable
                      Total        Rates      Rates

Commercial         $1,389,561   $1,389,561   $ 0   
Agricultural          283,432      283,432     0     


INTEREST RATE SENSITIVITY AND LIQUIDITY                                        
                                      
     The following table shows the interest rate sensitivity gaps for 
different time periods and the cumulative interest rate sensitivity gaps 
for the same periods as of December 31, 1995.  Loans for which the accrual 
of interest has been discontinued and overdrafts have not been included.



                      1-3     4-6     7-12   13-18   19-24    OVER
             FLOAT    MTHS    MTHS    MTHS    MTHS    MTHS    2 YRS     TOTAL
Securities           $3,148  $2,764  $5,936  $4,003  $4,136  $14,749  $34,736 
  
Fixed Loans  $1,197  $6,225  $5,012  $7,906  $1,800  $2,170  $ 4,692  $29,002 

Floating 
Loans        $  285  $5,127  $  434  $2,015                           $ 7,861

Fed Funds & 
CD           $3,575  $1,089  $1,586  $  892  $  198                   $ 7,340 
                        
             $5,057  $15,589 $9,796  $16,749  $6,001  $6,306  $19,441 $78,939 


                  
CD's & IRA's
> 100M      $  331  $ 4,316  $4,475  $6,595  $1,111  $  700   $  300   $17,828

CD's & IRA's
< 100M      $  822  $14,675  $8,586  $8,062  $2,805  $1,647   $  121   $36,718

IMM ACCTS   $2,904                                                     $ 2,904

CHRISTMAS CLUB                                       $   34            $    34

SAVINGS & 
NOW         $  128                                            $ 9,627  $ 9,755 

            $4,185  $18,991  $13,061  $14,657 $3,916  $2,381  $10,048  $67,239 
  

GAP         $  872  $(3,404) $(3,265) $ 2,092 $2,085  $3,925  $ 9,393  $11,700

CUMULATIVE
GAP         $  872  $(2,530) $(5,795) $(3,703)$(1,618)$2,307  $11,700         

RISK ELEMENTS                                                             

The following summarizes nonperforming loans at December 31, 1995 and 1994:

                                                    1995         1994

Nonaccrual Loans                                 $ 35,900     $ 76,203
Loans past due 90 days or more as to
  principal or interest and still 
  accruing interest                               155,180      117,467
Restructured loans not included above             245,135      258,621 
                                                 $436,215     $452,291         
                             

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

                                                    1995         1994

Nonaccruals                                      $  5,742     $  2,112
Restructured                                       31,175       33,973 
                                                 $ 36,917     $ 36,085
                        
                   
Interest collected on nonaccrual and restructured loans amounted to $26,459 
for 1995 and $25,646 for 1994.


Other nonperforming assets are:                    1995         1994

Real estate and other assets acquired 
in satisfaction of loans                         $28,288      $   ---


NONACCRUAL POLICY:
     Citizens Bank follows a close policy in scrutinizing past due loans and 
their placement in nonaccrual status, as dictated by the Bank's loan policy.  
Policy dictates that any loan delinquent for a period of ninety (90) days, 
unless the collateral supporting the loan is sufficient to cover the accrued 
interest in addition to the principal balance and in process of collection, 
will be placed in nonaccrual status.  Such loans are not charged-off; 
however, interest is no longer accruing.  Accrued interest is charged against 
either 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.
     The officers' Loan Committee reviews the Bank's nonaccrual listing 
monthly and determines whether a loan should remain on nonaccrual status, be 
returned to accruing status, or be charged-off.  The Board of Directors is 
provided a listing of nonaccrual loans at its monthly meetings.  After 
review, the Board recommends to management to take any appropriate steps 
for collection and/or measures to protect the Bank's position.
                                             
ALLOWANCE FOR POSSIBLE  LOAN LOSSES                                        
   A detail of the activity in the allowance for possible loan losses for the
past two (2) years and its relationship to year-end loans outstanding follows:

                                                      1995       1994

Allowance of possible loan losses af January 1     $774,056    $719,590
Loans charged off:
Commercial                                           20,011       9,634
Municipal                                               ---         ---
Real estate - Mortgage                                  ---      17,535
Agricultural                                            ---         ---
Consumer                                             35,184      31,064
Other (overdrafts)                                    3,647       1,816 
     Total Charged-Off                               58,842      60,049 

Recoveries:
Commercial                                            9,729       8,603
Municipal                                               ---         ---
Real estate - Mortgage                                  ---      22,931
Agricultural                                            ---         ---
Consumer                                             25,923      21,176
Other (overdrafts)                                    1,178       1,805 
     Total Recoveries                                36,830      54,515 

Net loans charged off                                22,012       5,534
Provision charged to operating expense               80,000      60,000 

Allowance at December 31                           $832,044    $774,056 

                       
Loans outstanding at December 31                $36,916,143 $34,723,828 


Average Loans outstanding for the year          $36,291,281 $33,951,127 

Ratio of net charge-offs to average loans
   outstanding                                        0.06%       0.02% 

Ratio of allowance to loans outstanding
   at year end                                        2.25%       2.23% 


The provision for possible loan losses which is charged to income from 
operations, is based upon the changes in the loan portfolio, the amount of 
net loan losses incurred and management's estimates of potential future 
losses based on several factors including, but not limited to, current 
economic conditions, loan portfolio composition, nonaccrual loans, problem 
loans, and prior loan loss experience.  The provision for possible loan 
losses was $80,000 in 1995 and $60,000 in 1994. The increased provisions 
for possible loan losses during 1995 is the result of an increase in loan 
demand.

The allowance for possible loan losses at December 31, 1995 was approximately
$832,000 or 2.25% of net loans outstanding, compared to approximately 
$774,000 or 2.23% of net loans outstanding at December 31, 1994.  It is 
management's opinion that the allowance for possible loan losses at 
December 31, 1995 is adequate, based upon the Bank's aggressive charge-off 
and collection practices.

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

An allocation of the allowance for possible loan losses by major 
categories of loans follows:
                          1995                       1994    
                          Percent of                 Percent of 
              Allowance   loans in each   Allowance  loans in each
                Amount    category to       Amount   category to
                          total loans                total loans
Commercial     282,954       21.16%         124,193     21.24%
Municipal          ---         .32%             ---       .66%
Real Estate        ---       48.11%         226,032     44.64%
Agriculture        ---        8.58%             ---     11.60%
Installment    497,515       21.78%         400,429     21.78%
Other           51,575         .05%          23,404       .08%                 
  
              $832,044      100.00%       $ 774,056    100.00% 

     
DEPOSITS                                                               

     The following is a distribution of average deposits for the two
years ended December 31:
                                     
                                         1995         1994

Demand Deposits                      $ 8,091,530   $ 7,082,504
Savings and NOW Accounts              12,638,837    12,459,136
Time Deposits, $100,00 or more        17,842,121    17,106,308
Other Time Deposits                   35,616,512    32,789,883
                                     $74,189,000   $69,437,831
                              


     The following is a maturity distribution of certificate of deposits
of $100,000 or more as of December 31:  
                                        1995          1994  

Three months and under             $ 4,646,569    $ 7,230,499          
Over three through six months        4,475,273      4,393,670  
Over six through twelve months       6,594,978      5,525,359
Over twelve months                   2,112,432        109,185  
                                   $17,829,252    $17,258,713


RETURN ON EQUITY AND ASSETS                                            

                                        1995          1994
            
Return on average assets                1.10%          1.42%
Return on average equity               12.90%         19.89%
Dividend payout ratio                   6.39%          2.80% 
Average equity to average assets        8.53%          7.12%


RATE/VOLUME ANALYSIS                                               

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


                                   1995/1994         1994/1993 
                                     Due to            Due to
                               Rate Volume Total  Rate Volume Total  (in
thousand of dollars)       
Interest earning assets:       
 Interest bearing deposits     $82  ($54)   28     $18  ($18)   $0
 Federal Funds Sold             64    24    88      38  ( 19)   19
 U.S. Treasury Securities       32  (132) (100)    (22)   48    26
 U.S. Government Securities    173   289   462     (79)   91    12
 State & Municipal (1)          (1)   48    47     (34)   27    (7)    
 Loans, net                    102   222   324    (185)  145   (40)    
Total interest income (1)      452   397   849    (264)  274    10

Interest bearing funds:
  Savings & NOW accounts         1     5     6     (23)   (8)  (31)
  Time deposits $100,000>      209    33   242     (18)   77    59 
  Other Time Deposits          429   123   552     (86)   75   (11)
  Other int. bearing liab.       0     0     0       0    (2)   (2)
       Total interest expense  639   161   800    (127)  142    15

Net interest income (1)       (187)  236    49    (137)  132    (5)

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


AVERAGE BALANCES, INTEREST and AVERAGE RATES                           
                       
  The following table shows the major consolidated assets and
liabilities, together with their respective interest amounts and rates
earned or paid by the Company.  Cash basis and renegoiated loans are
included in the averages to determine an effective yield on all loans. 
The average balances are principally daily averages.



                                Int.   Avg            Int.   Avg 
                                Inc. Yield            Inc. Yield
                      Avg. Bal  Exp   Rate   Avg. Bal Exp.  Rate


                                 1995                 1994
Earning Assets   
 Int. bearing deps.     $3,689   233   6.32    $4,790   205  4.28      
 Federal Funds sold      3,834   220   5.74     3,296   132  4.00
 U.S. Treasury           7,232   369   5.10     9,856   469  4.76
 U.S. Government        23,487 1,370   5.83    18,246   908  4.98
 State & Municipal (1)   3,802   309   8.13     3,207   262  8.17
 Loans, net             35,492 3,466   9.77    33,199 3,142  9.46

  Total earning assets  77,536 5,967   7.70    72,594 5,118  7.05

 Cash & due from banks   2,002                  1,827
 Premises & equipment      812                    621
 Other assets            1,404                    965

  Total assets         $81,754                $76,007


Liabilities and
  Shareholders Equity
Int. bearing funds
 Savings & NOW        $12,639    359    2.84   $12,459   353  2.83
 Time Dep. $100,000    17,842    982    5.50    17,106   740  4.33
 Other Time Deps.      35,616   1,893   5.32    32,790 1,341  4.09
  
Total int. bearing     66,097   3,234   4.89    62,355 2,434  3.90


 Demand deposits        8,092                    7,082
 Accr. interest
& other liab.             590                      461


  Total Liabilities   74,779                    69,898
Shareholders'equity    6,975                     6,109
Total liab. & equity

Total Liabilities &
 Sharholders Equity  $81,754                   $76,007
  

Net int income, taxable
    equivalent basis            2,733                  2,684      
Taxable equivalent adjustment     105                     90

                                2,628                  2,594
Spread                                  2.81                  3.15
Net interest yield (1)                  3.52                  3.70 

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


ITEM 2.  PROPERTIES                                                    
                                                                       
                                                             The Bank's
main office is located at 841 West Main Street, Ville Platte, Louisiana. 
This property includes the Bank's parking lot containing 60 parking
places.  The Bank's office building is approximately 5600 square feet
and includes staff and storage rooms and drive-up facilities.  

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

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


ITEM 3.  LEGAL PROCEEDINGS                                             

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


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS           
 
     There were no matters voted upon by the shareholders of the Company
during the fourth quarter of 1995.

PART II.

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER 
         MATTERS                                                       
    
     There is no established public trading market for the Company's
common stock.  The primary market area for the Company's common stock is
Evangeline Parish.  All sales of the Company's common stock that have
come to the attention of management during 1995 and 1994 have occurred
at $11-$15 per share.  Such prices reflect only those limited number of
transactions that have come to the attention of management, and other
transactions may have occurred at higher or lower sales prices during
the periods indicated.  No assurance can be given that such prices
represent the actual market value of the Company's common stock.

The approximate number of holders of record of each class of the
Company's equity securities as of March 15, 1996 was as follows:

     Title of Class                   Number of Record Holders

Common Stock - $5.00 par value                   448


Dividend History and Restrictions

The Board of Directors has declared cash dividends in 1989, 1990, 1991,
1992, 1993, 1994 and 1995.  These dividends were declared and paid to
shareholders in December of each year.  1989 dividend - .10 per share,
1990 dividend - .12 per share, 1991 dividend - .15 per share, 1992
dividend - .18 per share, 1993 dividend - .25 per share, 1994 dividend -
 .50 per share and 1995 dividend - .50 per share.  Management currently
expects that cash dividends will be paid in the future years at
approximately the same rate as in the past with a small increase per
year, should the profits allow.

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


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

     The information appearing in the Company's 1995 Annual Report is
incorporated herein by reference in response to this item.


ITEM 7.  FINANCIAL STATEMENTS                                          

     The information appearing in the Company's 1995 Annual Report is
incorporated herein by reference in response to this item.     


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

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

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT            
  
     Incorporated by reference to Citizens Bancshares, Inc. Proxy
Statement.


ITEM 10.  EXECUTIVE COMPENSATION                                       

     Incorporated by reference to Citizens Bancshares, Inc. Proxy
Statement.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 

     Incorporated by reference to Citizens Bancshares, Inc. Proxy
Statement.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS               

     Incorporated by reference to Citizens Bancshares, Inc. Proxy
Statement.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K                             

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

     Exhibit 13 - 1995 Annual Report to Shareholders

     Exhibit 27 - Financial Data Schedule
     
     Other exhibits have been omitted because they are either not      
       applicable or have been filed in previous reports.
          
(b)  Reports on Form 8-K:
     No reports on Form 8-K were filed during the last quarter of 1995.


                               SIGNATURES

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

     
     March 26, 1996                        CITIZENS BANCSHARES, INC.
            Date                                  REGISTRANT

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


     s/Wayne Vidrine     
     Wayne Vidrine
     Treasurer


     s/Fredrick Phillips 
     Fredrick Phillips
     Director


     s/JB Veillon        
     J.B. Veillon
     Director


     s/Otis Fontenot     
     Otis Fontenot
     Director


     s/Eugene Fontenot                       
     Eugene S. Fontenot
     Director