1 9 9 5   A N N U A L   R E P O R T


            CITIZENS BANCSHARES, INC. AND SUBSIDIARY


                     VILLE PLATTE, LOUISIANA

<PAGE>


                                              PRESIDENT'S MESSAGE

March 14, 1996



Dear Shareholder:

On behalf of Citizens Bancshares, Inc. (the "Holding Company")
and Citizens Bank, Ville Platte, Louisiana, (the "Bank"), the
Board of Directors and I express our appreciation to you, our
shareholders and customers, for the support, faith, and
confidence you have entrusted to us, and we provide assurances of
continued expansion of quality services and products.

Citizens Bancshares, Inc. and Citizens Bank, Ville Platte,
Louisiana, have again experienced a year of excellent earnings
with an asset growth of over $9 million.  The loan portfolio
increased by over $2.1 million.  Increases in assets, and in
particular loan portfolio increases, demonstrate the Bank's
commitment to Evangeline Parish and to the needs of its citizens.

In 1995, the Bank opened the Pine Prairie Branch which has
developed beyond expectations.  The Bank is pleased to have added
the Pine Prairie community to its full service area.  Since
opening the Branch in January, 1995, deposits there have
increased by 37 percent.

The Board of Directors has approved the renovation and expansion
of the Bank's main office in Ville Platte.  The renovation and
expansion project is scheduled to begin this year and will
provide needed space to accommodate increased operations and to
continue personal, quality services to our customers.  Upon
completion of the project, we plan to make new products and
services available to our customers.

Again, we say THANK YOU for allowing Citizens Bank to serve you,
and we ask for your continued support and ideas to help us better
serve you and the Evangeline Parish community.

Sincerely,






Carl W. Fontenot
President & CEO

<PAGE>
        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, Ville Platte, Louisiana 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, agriculture, and real estate
loans; safe-deposit boxes; and access to two retail credit card
plans, VISA and MASTERCARD.  Drive-in facilities are located at
all banking locations.


FINANCIAL CONDITION

Total assets increased by $9,005,877 to $83,169,621, a 12.14%
increase over the year-end 1994 total assets level.  This
increase is primarily attributable to the acquisition of the Pine
Prairie Branch which was purchased in January, 1995 from the
American Security Bank of Ville Platte, Louisiana.  With
approximately $5,000,000 of the deposits remaining with Citizens
Bank, the acquisition has provided new growth opportunities and
customer relationships for the Bank.

Earning assets, which include loans, investment securities,
federal funds sold, and deposits in other banks were 94.20% 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, 1995, loans comprised 46.06% of the
Bank's total earning assets.  In 1995, the Bank adopted Financial
Accounting Standards No. 114, "Accounting by Creditors for
Impairment of a Loan", which did not have a material effect on
the financial condition of the Bank.

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 $832,044 as of December 31, 1995,
which represented 2.25% of total loans outstanding on that date,
and which constituted an increase of $57,988 when compared to the
prior year-end balance.  Provisions to the allowance for loan
losses, which were charged to net income of 1995, totaled
$80,000.  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 2.98% of total loans at December 31, 1995; of the
past due loans, 0.39% are 90 days or more past due and continuing
to accrue interest.  For nonperforming loans for which doubt
exists as to the borrowers' ability to repay principal and
interest, interest accrual is terminated and interest income is
recognized as collected; this group of nonperforming loans is
referred to as nonaccrual loans and totaled $35,900 at December
31, 1995.

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
established liquidity guidelines be observed.  Under Financial
Accounting Standards Board Statement No. 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, 1995,
securities classified  as "held-to-maturity" had an amortized
cost/recorded value of $9,695,216 and a fair value of $9,849,466;
securities classified as "available-for-sale" had a fair/recorded
value of $25,224,122 and an amortized cost of $25,040,392.

The Bank's primary source of funds is customer deposits.  Total
customer deposits increased by $7,312,651 in 1995; this increase
was mainly attributed to the acquisition of the Pine Prairie
Branch in January, 1995.  The Bank's noninterest-bearing deposit
accounts increased by $566,630 to $7,772,981 at December 31,
1995; the Bank's interest-bearing deposits increased by
$6,746,021 to $67,238,641 at December 31, 1995.  The Bank's
customers continue to select interest-bearing deposit accounts
over noninterest-bearing deposit accounts; this trend impacts on
the Bank's net interest income and net income.


RESULTS OF OPERATIONS

The Company reported a net income of $900,138 or $7.83 per
average share outstanding for the year ending December 31, 1995. 
Net return on assets was 1.11% and net return on equity was
11.07%.

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,
1995 increased $33,000 or 3.67%.

Noninterest income, which consists primarily of service charges,
fees on financial services, and investment security transactions,
was $585,168 as of December 31, 1995, as compared to $471,980 as
of December 31, 1994.  The most significant increase is
attributed primarily to the $54,999 credit to provision for real
estate writedown for land which had been acquired in a prior year
through foreclosure and was exchanged by the Company for other
land which the Company will use in its banking operations.  In
accordance with guidance in the AICPA's Statement of Position
92-3, "Accounting for Foreclosed Assets", the carrying amount of
the property was increased by reducing the related valuation
allowance by $54,999, with a corresponding credit to income.  The
new carrying amount at no time exceeded the foreclosed property's
original cost.  This foreclosed property plus $15,000 cash was
exchanged for the new property with a fair value of $70,000, and
accounted for in accordance with APB Opinion 29 for such
nonmonetary exchanges.

Noninterest expense as of December 31, 1995 increased by $255,018
as compared to the same period in 1994.  Salaries and employee
benefits, the largest component of noninterest expense, increased
$136,633 in 1995.  This increase is the result of normal
increases in staff salaries and additional staff needed for the
Pine Prairie Branch.  Occupancy expenses increased $47,020 in
1995 as a result of normal increases and the added cost of
operations in the new Pine Prairie Branch.


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 56.75%.


CAPITAL ADEQUACY

Primary capital (shareholders' equity plus a portion of the
allowance for loan losses) as a percent of adjusted total assets
is one of the standard measures of capital adequacy used by bank
regulators.  This and other capital measurement ratios serve as
the underlying basis for evaluating the Bank's capital adequacy
and for determining the Bank's insurance fund deposit assessment
charges.  As of December 31, 1995, the Bank's ratios were as
follows:

          Capital to Assets                  9.10%
          Risk Based Capital                20.66%
          Tier 1 Capital                    18.71%
          Leverage Ratio                     8.68%

The Bank's primary federal regulator, the Federal Deposit
Insurance Corporation (FDIC), annually evaluates the Bank's
capital adequacy and periodically evaluates the Bank's compliance
procedures and asset quality as the basis for assigning the
insurance fund assessment; the objective of a financial
institution is to receive the minimum insurance fund assessment. 
In November 1995, the Bank was advised that, based on the FDIC
classification, the assessment for 1996 would be the statutorily
established minimum assessment.  For 1995, the Bank's assessment
had also been set at the minimum assessment level.  In September
1995, the FDIC retroactively reduced the 1995 minimum insurance
asset rate and refunded over charges to insurance fund premiums
paid for the first and second quarters of 1995.  This refund was
applied to the 1995 FDIC assessment expense account.  The 1995
assessment rate reduction increased 1995's pretax income by
approximately $68,000.

<PAGE>





                  INDEPENDENT AUDITORS' REPORT


To the Shareholders and Board of Directors
  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, 1995 and 1994, 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 audit 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, 1995 and 1994, 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,
Certified Public Accountants

Baton Rouge, Louisiana
January 19, 1996

<PAGE>
CITIZENS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 1995 AND 1994


                                         1995           1994

                             ASSETS

Cash and due from banks               $ 2,497,883    $ 1,799,306
Federal funds sold                      3,575,000      2,325,000
  Cash and cash equivalents             6,072,883      4,124,306

Interest-bearing deposits in banks      3,765,000      3,961,000

Securities available-for-sale, at
  fair value                           25,224,122     17,069,462
Securities held-to-maturity (fair
  value of $9,849,466 in 1995 and
  $12,892,846 in 1994)                  9,695,216     13,024,376

Loans receivable, net of allowance
  for loan losses of $832,044 in
  1995 and $774,056 in 1994            36,084,099     33,949,772

Accrued interest receivable               867,653        830,068
Premises and equipment                    850,043        602,089
Foreclosed real estate, net of
  allowances of $26,849 in 1995
  and $174,275 in 1994                     28,288              -
Deferred tax asset                              -        348,416
Other assets                              582,317        254,255

      Total assets                    $83,169,621    $74,163,744


                    LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities
  Demand deposits                     $ 7,772,981    $ 7,206,351
  Savings, NOW and money market
    accounts                           12,693,385     11,587,859
  Time deposits $100,000 and more      17,829,252     17,258,713
  Other time deposits                  36,716,004     31,646,048
      Total deposits                   75,011,622     67,698,971

Accrued interest payable                  480,450        323,988
Deferred tax liability                     19,576              -
Accrued expenses and other
  liabilities                             105,655         92,873

      Total liabilities                75,617,303     68,115,832

Shareholders' equity
  Common stock, $5 par value,
    300,000 shares authorized,
    115,000 shares issued and
    outstanding                           575,000        575,000
  Additional paid-in capital              825,000        825,000
  Retained earnings                                       
6,028,906      5,186,268
  Net unrealized appreciation (depre-
    ciation) on available-for-sale
    securities, net of tax of $63,576
    in 1995 and $277,335 in 1994          123,412       (538,356)

      Total shareholders' equity        7,552,318      6,047,912

      Total liabilities and share-
        holders' equity               $83,169,621    $74,163,744


The accompanying notes are an integral part of these consolidated
financial statements.

<PAGE>
CITIZENS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1995 AND 1994


                                           1995          1994

Interest income
  Loans receivable                      $3,465,717    $3,141,863
  U. S. Treasury securities                368,750       469,307
  Other U. S. Government agencies and
    corporations                         1,369,908       907,817
  States and political subdivisions        204,362       172,744
  Federal funds sold                       219,909       131,756
  Deposits with banks                      232,906       204,741
      Total interest income              5,861,552     5,028,228

Interest expense
  Deposits
    Savings, NOW and money market
      accounts                             359,441       352,925
    Time deposits $100,000 and more        982,218       739,998
    Other time deposits                  1,892,805     1,341,216
      Total interest expense             3,234,464     2,434,139

Net interest income                      2,627,088     2,594,089
Provision for loan losses                   80,000        60,000

Net interest income after provision
  for loan losses                        2,547,088     2,534,089

Noninterest income
  Service charges on deposit accounts      384,659       344,418
  Insurance commissions                     72,780        78,646
  Net realized gains on sales of availa-
    ble-for-sale securities                 12,221           316
  Credit to provision for foreclosed
    real estate                             54,999             -
  Other income                              60,509        48,600
      Total noninterest income             585,168       471,980

Noninterest expense
  Salaries and employee benefits         1,001,911       865,278
  Occupancy and equipment expense          193,122       146,102
  Computer and courier                     128,072       111,473
  Stationery and supplies                   63,568        59,610
  Professional fees                         88,122        68,251
  FDIC assessment                           80,830       154,762
  Other expense                            323,367       218,498
      Total noninterest expense          1,878,992     1,623,974

Income before income taxes               1,253,264     1,382,095
Income tax expense                         353,126       386,568

Net income                              $  900,138    $  995,527

Net income per share of common stock    $     7.83    $     8.66

Average shares outstanding                 115,000       115,000


The accompanying notes are an integral part of these consolidated
financial statements.

<PAGE>
CITIZENS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1995 AND 1994


                                              Net
                                          Unrealized
                                           Apprecia-      
                                             tion
                                          (Deprecia-
                      Addi-                tion) on      Total
                     tional               Available-    Share-
           Common    Paid-in   Retained    for-Sale    holders'
            Stock    Capital   Earnings   Securities    Equity

Balance at
  Decem-
  ber 31,
  1993    $575,000  $825,000  $4,248,241  $        -  $5,648,241

Net unrea-
  lized
  appre-
  ciation
  at Janu-
  ary 1,
  1994, due
  to adop-
  tion of
  S.F.A.S.
  115, net
  of taxes
  of
  $49,333        -         -           -      95,764      95,764
Net income
  for 1994       -         -     995,527           -     995,527
Cash divi-
  dends
  paid -
  $0.50 per
  share          -         -     (57,500)          -     (57,500)
Net changes
  in unrea-
  lized
  appre-
  ciation
  (depre-
  ciation)
  on availa-
  ble-for-
  sale
  securi-
  ties,
  net of
  taxes of
  $326,668       -         -           -    (634,120)   (634,120)

Balance at
  Decem-
  ber 31,
  1994     575,000   825,000   5,186,268    (538,356)  6,047,912

Net income
  for 1995       -         -     900,138           -     900,138
Cash divi-
  ends
  paid -
  $0.50 per
  share          -         -     (57,500)          -     (57,500)
Net changes
  in unrea-
  lized
  appre-
  ciation
  (deprecia-
  tion) on
  available-
  for-sale
  securi-
  ties, net
  of taxes
  of
  $340,911       -         -           -     661,768     661,768

Balance at
  Decem-
  ber 31,
  1995    $575,000  $825,000  $6,028,906  $  123,412  $7,552,318


The accompanying notes are an integral part of these consolidated
financial statements.

<PAGE>
CITIZENS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1995 AND 1994


                                         1995           1994

Cash flows from operating activities
  Net income                         $    900,138   $    995,527
  Adjustments to reconcile net
    income to net cash provided by
    operating activities -
      Deferred tax expense                 27,081          4,401
      Depreciation and amortization        78,338         48,894
      Provision for loan losses            80,000         60,000
      Net realized (gains) on availa-
        ble-for-sale securities           (12,221)          (316)
      Provision (credit) for losses
        on foreclosed real estate         (54,999)             -
      Net (accretion) amortization of
        securities                        (54,242)        42,384
      (Gain) on sales of foreclosed
        real estate                             -           (600)
      (Increase) in accrued interest
        receivable                        (37,585)       (86,684)
      (Increase) in other assets         (353,395)      (107,834)
      Increase in accrued interest
        payable                           156,462          8,650
      Increase in accrued expenses
        and other liabilities              12,782         24,728

  Net cash provided by operating
    activities                            742,359        989,150

Cash flows from investing activities
  Net decrease in interest-bearing
    deposits in banks                     196,000      1,372,000
  Purchases of available-for-sale
    securities                        (10,599,149)    (5,549,095)
  Proceeds from maturities of availa-
    ble-for-sale securities             3,489,635      3,369,229
  Purchases of held-to-maturity
    securities                         (4,976,634)    (4,293,609)
  Proceeds from maturities of held-
    to-maturity securities              8,329,790      6,021,000
  Net (increase) in loans              (2,274,617)    (2,234,544)
  Proceeds from sales of foreclosed
    real estate                            32,000         16,600
  Net purchases of premises and equip-
    ment                                 (245,958)       (31,721)

  Net cash (used) by investing activi-
    ties                               (6,048,933)    (1,330,140)

Cash flows from financing activities
  Net increase in demand, savings, NOW
    and money market accounts           1,672,156         46,426
  Net increase in time deposits
    $100,000 and more                     570,539      1,827,621
  Net increase (decrease) in other
    time deposits                       5,069,956     (1,793,943)
  Dividends paid                          (57,500)       (57,500)

  Net cash provided by financing
    activities                          7,255,151         22,604

Net increase (decrease) in cash
  and cash equivalents                  1,948,577       (318,386)

Cash and cash equivalents at begin-
  ning of year                          4,124,306      4,442,692

Cash and cash equivalents at end of
  year                               $  6,072,883   $  4,124,306

Interest paid                        $  3,078,002   $  2,425,489

Income taxes paid                    $    350,450   $    391,191

Foreclosed real estate acquired in
  satisfaction of loans              $     60,290   $     15,500


The accompanying notes are an integral part of these consolidated
financial statements.

<PAGE>
CITIZENS BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994


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.  The following is a
summary of the significant accounting policies:

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.

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.

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.

Investment securities.  Under Statement of Financial Accounting
Standards Number 115, "Accounting for Certain Investments in Debt
and Equity Securities," investment securities are classified in
two categories and accounted for as follows:

      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 amortization of premiums and
      accretion of discounts which are recognized in interest
      income using the interest method over the period to
      maturity.

      Available-for-Sale.  Securities available-for-sale consist
      of bonds and notes not classified as securities
      held-to-maturity.

Declines in the fair value of individual held-to-maturity and
available-for-sale 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.  Unrealized holding gains and
losses, net of tax, on securities available-for-sale 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.

Loans receivable and allowance for loan losses.  Loans are stated
at the amount of unpaid principal reduced by unearned income and
the allowance for loan losses.  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.  Loans are
generally placed on nonaccrual when a loan is specifically
determined to be impaired or when principal or interest is
delinquent for ninety days or more.  Interest income generally is
not recognized on specific impaired 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 represents an amount which, in
management's judgment, will be adequate to absorb possible losses
on existing loans that may become uncollectible.  The amount of
the allowance is based on management's evaluation of the
collectibility of the loan portfolio, including the nature of the
portfolio, credit concentrations, trends in historical loss
experience, specific impaired loans, and economic conditions. 
Allowances for impaired loans are generally determined based on
collateral values.  Ultimate losses may vary from current
estimates.  The allowance is increased by a provision for loan
losses, which is charged to expense, and reduced by charge-offs,
net of recoveries.

Premises and equipment.  Premises and equipment are stated at
cost less accumulated depreciation computed principally on the
straight-line method over the estimated useful lives of the
assets.  Expenditures for repairs and maintenance are charged to
expense as incurred.  Upon retirement or disposal, the cost and
related depreciation are removed from the accounts and gain or
loss, if any, is reflected in the income statement.

Foreclosed real estate.  Properties acquired in satisfaction of
indebtedness to the Bank are carried at the lower of cost or
estimated fair market value, based on appraisals and other
relevant factors.  Estimated holding periods vary, but are
generally subject to a maximum of ten years.  Subsequent write
downs, revenues and expenditures, except capital expenditures,
are charged to operations.

Income taxes.  Provision for deferred income taxes is made as a
result of temporary differences between financial and taxable
bases of assets and liabilities.  The differences relate
principally to depreciation of office buildings and equipment,
the provision for real estate losses, accretion of discounts on
investment securities and the provision for loan losses.

Earnings per share.  Earnings per share are calculated on the
basis of the weighted average number of shares outstanding.

Cash equivalents.  For purposes of the statement of cash flows,
the Company considers due from bank accounts and federal funds
sold to be cash equivalents.

Fair values of financial instruments.  Statement of Financial
Accounting Standards number 107, "Disclosures about Fair Value of
Financial Instruments", requires disclosure of fair value
information about financial instruments, whether or not
recognized in the statement of financial condition.  In cases
where quoted market prices are not available, fair values are
based on estimates using present value or other valuation
techniques.  Those techniques are significantly affected by the
assumptions used, including the discount rate and estimates of
future cash flows.  In that regard, the derived fair value
estimates cannot be substantiated by comparison to independent
markets and, in many cases, could not be realized in immediate
settlement of the instruments.  Statement 107 excludes certain
financial instruments and all nonfinancial instruments from its
disclosure requirements.  Accordingly, the aggregate fair value
amounts presented do not represent the underlying value of the
Company.

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

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


RESTRICTIONS ON CASH AND DUE FROM BANKS

The Bank is required to maintain average reserve balances by the
Federal Reserve Bank.  The average amounts of these reserve
balances for the years ended December 31, 1995 and 1994 were
approximately $204,000 and $168,000, respectively.


INVESTMENT SECURITIES

The amortized cost and estimated fair values of investments in
debt securities are as follows:

                               December 31, 1995
Securities                     Gross        Gross    Estimated
available-      Amortized   Unrealized   Unrealized    Fair
for-sale:         Cost         Gains       Losses      Value

U. S. Treasury
  securities   $ 2,995,133  $    26,671  $     3,445  $ 3,018,359
U. S. Govern-
  ment agen-
  cies and
  corporations  19,001,281      142,478       57,064   19,086,695
Mortgage-backed
  securities     3,043,978       84,027        8,937    3,119,068

               $25,040,392  $   253,176  $    69,446  $25,224,122

Securities
  held-to-
  maturity:

U. S. Treasury
  securities   $ 2,198,654  $    10,704  $       202  $ 2,209,156
U. S. Govern-
  ment agen-
  cies and
  corporations   2,585,158       25,702        8,944    2,601,916
Obligations of
  states and
  political
  subdivisions   4,578,592      131,919        5,981    4,704,530
Mortgage-backed
  securities       332,812        1,052            -      333,864

               $ 9,695,216  $   169,377  $    15,127  $ 9,849,466

Securities
  pledged to
  secure pub-
  lic deposits
  and for
  other pur-
  poses        $ 4,507,308                            $ 4,530,117


                               December 31, 1994
Securities                     Gross        Gross    Estimated
available-      Amortized   Unrealized   Unrealized    Fair
for-sale:         Cost         Gains       Losses      Value

U. S. Treasury
  securities   $ 2,302,791  $         -  $   100,643  $ 2,202,148
U. S. Govern-
  ment agen-
  cies and
  corporations  14,775,322          250      675,661   14,099,911
Mortgage-backed
  securities       807,039          245       39,882      767,402

               $17,885,152  $       495  $   816,186  $17,069,461

Securities
  held-to-
  maturity:

U. S. Treasury
  securities   $ 6,535,898  $       182  $   103,097  $ 6,432,983
U. S. Govern-
  ment agen-
  cies and
  corporations   3,102,478        1,392       25,170    3,078,700
Obligations of
  states and
  political sub-
  divisions      3,386,000       51,416       56,253    3,381,163

               $13,024,376  $    52,990  $   184,520  $12,892,846

Securities
  pledged to
  secure public
  deposits and
  for other
  purposes     $ 3,609,130                            $ 3,566,947


The following is a summary of maturities of securities
available-for-sale and held-to-maturity as of December 31, 1995:

                      Securities                Securities
                  available-for-sale         held-to-maturity
Contractual     Amortized    Estimated    Amortized    Estimated
maturities:       Cost      Fair Value      Cost      Fair Value

Due in one
  year or less $ 8,725,501  $ 8,704,096  $ 3,423,584  $ 3,447,585
Due after one
  year through
  five years    13,270,913   13,400,958    4,545,430    4,623,310
Due after five
  years through
  ten years              -            -    1,393,390    1,444,707
Mortgage-backed
  securities     3,043,978    3,119,068      332,812      333,864

               $25,040,392  $25,224,122  $ 9,695,216  $ 9,849,466


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. 
Proceeds from calls of investments in debt securities during 1995
and 1994 were $3,651,500 and $3,100,000.  Gross gains of $12,221
and $316 were realized on those dispositions in 1995 and 1994,
respectively.


LOANS RECEIVABLE

Most of the Bank's loan customers are in Evangeline Parish,
Louisiana and its adjacent parishes.  Major classifications of
loans at December 31 are as follows:

                                         1995           1994

Commercial                            $ 7,922,988    $ 7,490,587
Agricultural                            3,211,438      4,092,847
Real estate - mortgage                 18,014,597     15,747,855
Municipal                                 118,742        232,949
Consumer                                8,157,081      7,683,081
Overdrafts                                 17,399         26,974
                                       37,442,245     35,274,293
Unearned income                          (526,102)      (550,465)
Allowance for possible loan losses       (832,044)      (774,056)

Loans, net                            $36,084,099    $33,949,772


Changes in the allowance for possible loan losses for the years
1995 and 1994 were:

                                              1995        1994

Balance, beginning of year                  $774,056    $719,590
Provision charged to operations               80,000      60,000
Loans charged off                            (58,842)    (60,049)
Recoveries                                    36,830      54,515

Balance, end of year                        $832,044    $774,056


The Company adopted Statement of Financial Accounting Standards
number 114, "Accounting by Creditors for Impairment of a Loan",
in 1995, which did not have a material effect on financial
condition or the results of operations.  At December 31, 1995,
loans totaling $171,495 were specifically classified as impaired. 
Of the total impaired loans at December 31, 1995, $171,495 had a
related allowance for loan losses of $36,552.  The average
balance of these loans in 1995 was approximately $172,000.  In
1995, interest income recognized on impaired loans was
approximately $10,224.  No commitments to loan additional funds
to borrowers of impaired loans were outstanding at December 31,
1995.

At December 31, 1994, loans on which the accrual of interest has
been discontinued amounted to $76,203.  Interest lost and
interest collected on these nonaccrual loans in 1994 approximated
$2,112 and $0, respectively.  Loans that were past due ninety
days or more and still accruing interest at December 31, 1994
totaled $117,467.


RELATED PARTY TRANSACTIONS

In the ordinary course of business, the Bank has loans, deposits
and other transactions with its executive officers, directors and
organizations with which such persons are associated. Such
transactions are on substantially the same terms, including
interest rates and collateral, as those prevailing at the time
for comparable transactions with others.  The aggregate amounts
of loans to such related parties as of December 31, 1995 and 1994
were $959,499 and $935,981, respectively.  An analysis of
activity of these loans in 1995 and 1994 follows:

                                          1995          1994

Balance, beginning of year             $   935,981   $   930,781
New loans                                1,243,610     1,133,777
Repayments                              (1,220,092)   (1,128,577)

Balance, end of year                   $   959,499   $   935,981


Deposits held by the Bank at December 31, 1995 and 1994 for these
related parties were $3,460,004 and $2,884,640.  During the years
ended December 31, 1995 and 1994, legal fees were paid to a
director in the amounts of $23,946 and $16,347.


PREMISES AND EQUIPMENT

Major classifications of these assets at December 31, 1995 and
1994 are as follows:

                                            1995         1994

Land                                     $  241,230   $  164,230
Buildings                                   714,759      537,737
Furniture and equipment                     377,680      330,743
Automobiles                                  37,216       37,216
                                          1,370,885    1,069,926
Accumulated depreciation                   (520,842)    (467,837)

Premises and equipment, net              $  850,043   $  602,089


FORECLOSED REAL ESTATE

Real estate which was acquired through loan foreclosures totaled
$28,288 and $0 at December 31, 1995 and 1994, respectively. 
Foreclosed real estate is presented net of an allowance for
losses.  A summary of activity in the allowance follows:

                                              1995        1994

Balance, beginning of year                  $174,275    $232,909
Losses charged to the allowance              (92,427)    (58,634)
Credit to provision for foreclosed
  real estate                                (54,999)          -

Balance, end of year                        $ 26,849    $174,275


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
balance sheets.  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, 1995 and 1994, commitments to extend credit
totaled $1,336,334 and $1,291,747.  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, 1995 and 1994, commitments under standby letters
of credit totaled $340,230 and $366,080.  Standby letters of
credit are conditional commitments issued by the Bank to
guarantee the performance of a customer to a third party.  The
credit risk involved in issuing letters of credit is essentially
the same as that involved in extending loans to customers.

The estimated fair values of the Company's financial instruments
at December 31, 1995 are as follows:

                                       Carrying         Fair
                                        Amount          Value

Financial assets:
  Cash and due from banks             $ 2,497,883    $ 2,498,000
  Federal funds sold                    3,575,000      3,575,000
  Securities available-for-sale        25,224,122     25,224,000
  Securities held-to-maturity           9,695,216      9,849,000
  Loans receivable                     36,084,099     36,024,000

Financial liabilities:
  Deposits                             75,011,622     75,197,000

Unrecognized financial instruments:
  Commitments to extend credit                  -          2,000
  Standby letters of credit                     -          3,000


The following methods and assumptions were used by the Company in
estimating fair values of financial instruments:

Cash, due from banks, and federal funds sold.  The carrying
amount is a reasonable estimate of fair value.

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

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

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

Commitments to extend credit and standby letters of credit.  The
fair value is estimated using the fees currently charged to enter
into similar agreements, taking into account the remaining terms
of the agreements and the present creditworthiness of the
counterparties.


INCOME TAXES

The income tax expense included in the consolidated statements of
income consists of:

                                              1995        1994

Current expense                             $326,045    $382,167
Deferred expense                              27,081       4,401

                                            $353,126    $386,568


The effective income tax rates were 28.2% and 28.0% in 1995 and
1994, respectively.  The differences between the effective tax
rates and the statutory federal income tax rates were:

                                                 1995      1994

Statutory federal income tax rates               34.0%     34.0%
Nontaxable income                                (6.0%)    (5.0%)
Nondeductible expenses                            1.2%      2.1%
Charitable contribution of appreciated
  property                                       (1.3%)    (3.0%)
Other                                             0.3%     (0.1%)

                                                 28.2%     28.0%


At December 31, 1995 and 1994, a net deferred tax asset
(liability) of $(19,576) and $348,416 was recorded which
consisted of:

                                              1995        1994

Net depreciation (appreciation) on
  securities available-for-sale             $(63,576)   $277,335
Provision for possible loan losses            98,253      78,537
Provision for real estate losses               9,128      59,254
Deferred compensation expense                 10,238      13,983
Depreciation expense                         (74,106)    (72,482)
Accretion of discounts on investments        (24,666)     (8,211)
Tax basis over book value of land             25,153           -

                                            $(19,576)    $348,416


No valuation allowance was recorded to reduce the deferred tax
asset at December 31, 1994.


COMMITMENTS AND CONTINGENCIES

On October 7, 1994, the Bank entered into an agreement to
purchase a branch bank of an unrelated bank in Pine Prairie,
Louisiana, including land, building, furniture and equipment, and
customer deposit accounts.  The purchase was consummated on
January 11, 1995 for a price of $520,000, including $140,000 for
the physical assets and $380,000 as a premium on approximately
$5,500,000 in deposit accounts.  The premium is being amortized
for fifteen years under the straight-line method.

At December 31, 1995 and 1994, the Bank had available unused
federal funds lines of credit with other banks totaling
$1,750,000.  The lines are unsecured and have variable interest
rates based on the lending bank's daily federal funds rates.

In December, 1995, the Bank contracted with a company to develop
and implement a planned expansion of the main office.  No plans
and cost estimates have been submitted to Bank management for
review and approval.  Management expects construction to begin
sometime in 1996.


DEPOSITS

At December 31, 1995, the scheduled maturities of time deposits
are as follows:

                                       $100,000      Other time
                                       and more       deposits 

          1996                        $15,718,699    $32,142,698
          1997                          1,810,553      4,452,466
          1998                            300,000        120,840

                                      $17,829,252    $36,716,004


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
possible 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, 1995, that the Bank meets all capital adequacy requirements
to which it is subject.

As of December 31, 1995, 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.


PARENT COMPANY STATEMENTS

The financial statements of Citizens Bancshares, Inc. (parent
company only) follow:

STATEMENTS OF FINANCIAL CONDITION

                                              December 31,
                                           1995          1994

                             ASSETS

Investment in subsidiary at equity in
  underlying net assets - Citizens
  Bank, Ville Platte, Louisiana         $7,548,589    $6,045,473
Cash and cash equivalents                    3,729         2,439

     Total assets                       $7,552,318    $6,047,912


              LIABILITIES AND SHAREHOLDERS' EQUITY

     Total liabilities                  $        -    $        -

Common stock                               575,000       575,000
Capital surplus                            825,000       825,000
Retained earnings                        6,028,906     5,186,268
Net unrealized appreciation (depre-
  ciation) on available-for-sale
  securities of subsidiary, net of
  taxes                                    123,412      (538,356)
     Total shareholders' equity          7,552,318     6,047,912

     Total liabilities and sharehold-
       ers' equity                      $7,552,318    $6,047,912


STATEMENTS OF INCOME

                                        Years ended December 31,
                                           1995          1994

                             INCOME

Equity in undistributed net income
  of bank subsidiary                    $  841,348    $  936,356
Dividends from bank subsidiary              61,000        60,000
                                           902,348       996,356

                            EXPENSES

Other                                        2,210           829
                                             2,210           829

     Net income                         $  900,138    $  995,527


STATEMENTS OF CASH FLOWS

                                        Years ended December 31,
                                           1995          1994

Cash flows from operating activities
  Net income                            $  900,138    $  995,527
  Adjustments to reconcile net income
    to net cash provided by operating
    activities -
      Equity in undistributed net
        income of bank                    (841,348)     (936,356)

  Net cash provided by operating activi-
    ties                                    58,790        59,171

Cash flows from investing activities             -             -

Cash flows from financing activities
  Dividends paid                           (57,500)      (57,500)

  Net cash (used) by financing activi-
    ties                                   (57,500)      (57,500)

  Net increase in cash and cash equiva-
    lents                                    1,290         1,671

Cash and cash equivalents, beginning of
  year                                       2,439           768

Cash and cash equivalents, end of year  $    3,729    $    2,439


BANK FINANCIAL STATEMENTS

The statements of financial condition and statements of income
for Citizens Bank, Ville Platte, Louisiana (bank only) follow:

STATEMENTS OF FINANCIAL CONDITION
                                                               
                                              December 31,
                                         1995           1994

                             ASSETS

Cash and due from banks               $ 2,497,883    $ 1,799,306
Federal funds sold                      3,575,000      2,325,000
Interest-bearing deposits in banks      3,765,000      3,961,000
Investment securities                  34,919,338     30,093,837
Loans, net of unearned discount        36,916,143     34,723,828
Allowance for possible loan losses       (832,044)      (774,056)
Premises and equipment, net               850,043        602,089
Other real estate                          28,288              -
Deferred tax asset                              -        348,416
Accrued interest receivable               867,653        830,068
Other assets                              582,317        254,256

     Total assets                     $83,169,621    $74,163,744

              LIABILITIES AND SHAREHOLDER'S EQUITY

Demand deposits                       $ 7,776,710    $ 7,208,790
Savings, NOW and money market
  deposits                             12,693,385     11,587,859
Certificates and other time deposits   54,545,256     48,904,761
Accrued interest payable                  480,450        323,988
Deferred tax liability                     19,576              -
Other liabilities                         105,655         92,873
Common stock                              575,000        575,000
Capital surplus                         4,000,000      2,000,000
Retained earnings                       2,850,177      4,008,829
Net unrealized appreciation (deprecia-
  tion) on securities available-for-
  sale, net of taxes                      123,412       (538,356)

     Total liabilities and share-
       holder's equity                $83,169,621    $74,163,744


STATEMENTS OF INCOME

                                        Years ended December 31,
                                           1995          1994

                             INCOME

Interest income
  Loans                                $3,465,717    $3,141,863
  Investment securities                 1,943,020     1,549,868
  Federal funds sold                      219,909       131,756
  Deposits with banks                     232,906       204,741
                                        5,861,552     5,028,228
Interest expense
  Deposits                              3,234,464     2,434,138

Net interest income                     2,627,088     2,594,090
Provision for loan losses                  80,000        60,000
Net interest income after provision
  for loan losses                       2,547,088     2,534,090

Noninterest income                        585,168       471,979
Noninterest expense                     1,876,782     1,623,145
Income tax expense                        353,126       386,568

Net income                             $  902,348    $  996,356

<PAGE>
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.  It was formed in 1983
primarily for the purpose of holding all of the outstanding stock
of Citizens Bank, Ville Platte, LA (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,
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.

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.

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.


MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Citizens Bancshares, Inc. stock is not listed on any stock
exchange or over-the-counter markets.  The below transaction
prices 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, 1995, there were 448
holders of record of the Company's common stock.

                                         1995            1994    
Per share stock transactions         High     Low    High     Low

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

Dividends per share                      $0.50           $0.50


The annual report of Citizens Bancshares, Inc. and subsidiary as
filed with the Securities and Exchange Commission on Form 10-KSB
is available on request to any shareholder free of charge by
writing to Carl Fontenot, President, Citizens Bancshares, Inc.,
P. O. Box 598, 841 W. Main, Ville Platte, Louisiana, 70586.

<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS

Directors and the principal executive officers
of the Company and its only subsidiary, Citizens
Bank, Ville Platte, Louisiana
are as follows:


NAME                                 PRINCIPAL OCCUPATION

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

Carl W. Fontenot                     Director of the Bank since
                                     1975; Director of the
                                     Company since 1983;
                                     President and C.E.O. of
                                     Citizens Bank and Citizens
                                     Bancshares, Inc.

Eugene S. Fontenot                   Director & Secretary of the
                                     Bank since 1975; Director &
                                     Secretary of the Company
                                     since 1983; Owner and
                                     President of Euco Finance
                                     Co., 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 & Vice-Pres. of the
                                     Bank since 1975; Director &
                                     Vice-Pres. of the Company
                                     since 1983; Retired retailer

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

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

Wayne Vidrine                        Executive Vice President and
                                     Cashier of Citizens Bank;
                                     Treasurer of Citizens
                                     Bancshares, Inc.

Stephen P. Mayeux                    Senior Vice President