Citizens Bancshares, Inc.
                     Ville Platte, Louisiana

                          Annual Report

                              2001

                                              President's Message

March 2002


Dear Shareholder:

In  reporting  to  you  the consolidated financial  condition  of
Citizens  Bancshares, Inc., the Board of Directors and Management
thank  you  for the support and confidence you have entrusted  in
Citizens Bank and to us.

The  accompanying  financial reports show that  the  consolidated
asset  position as of December 31, 2001 totaled $131 million,  an
increase  of  $13 million over the total assets of the  preceding
year.    The  increased  asset  positions  were  accompanied   by
increases  in  deposits totaling $12 million resulting  in  total
deposits  of  $117  million at the end of this reporting  period.
The  consolidated earnings for the year totaled slightly over  $1
million.   Dividends paid to you for 2001 were 12.5 percent  more
than the preceding year.

Citizens  Bank is a community bank with offices in Ville  Platte,
Mamou  and  Pine  Prairie.   The Bank's directors,  officers  and
employees  remain  focused and dedicated to serving  the  banking
needs  of  the  communities  and the surrounding  areas,  and  to
continuing the growth and success, which we have experienced.  To
accommodate  this  growth  of the past  several  years,  we  have
increased  the  size of the Ville Platte office,  added  internal
data  processing  operations, added  ATM  and  24-hour  telephone
account information capabilities, and modernized the branches  in
Mamou and Pine Prairie.

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

Sincerely yours,



Carl W. Fontenot,
President & CEO
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS


GENERAL INFORMATION

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

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


FINANCIAL CONDITION

Total  assets increased by $12,908,000 to $131,558,000, a  10.88%
increase  over  the year-end 2000 total asset level.   Management
feels  the bank will continue to grow in core deposits and  loans
in the future due to personal service provided by the employees.

Earning  assets  were 93.38% of total assets for year-end,  which
includes  loans, investment securities, federal  funds  sold  and
deposits in other banks.

Lending  is a vital function of the bank and remains the  primary
source  of  income.  With the available resources, the Bank  will
continue to make sound loans under the guidelines of our  written
Loan  Policy  and  Community  Reinvestment  Act  Policy.   As  of
December  31, 2001, loans (net of the allowance for loan  losses)
increased $1,554,000 or 2.44%.  The Bank's loan to deposit  ratio
decreased from 60.52% in 2000 to 55.67% in 2001.

The  Bank  maintains an allowance for loan losses  against  which
impaired or uncollectible loans are charged.  The balance in  the
allowance for loan losses was $1,177,000 as of December 31, 2001,
which  represents  1.77%  of  total  loans.   Provisions  to  the
allowance for loan losses that were charged to net income totaled
$100,000.  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, non-accrual, classified and other
problem loans.  Based on this evaluation, the allowance for  loan
losses is considered adequate to meet possible future charges for
losses in the loan portfolio.

Citizen's  Bank  follows a close policy in  evaluating  past  due
loans  and their placement in non-accrual status, as required  by
the  Bank's  loan  policy.   The  policy  states  that  any  loan
delinquent  for  a  period  of  ninety  (90)  days,  unless   the
collateral supporting the loan is sufficient to cover the accrued
interest  in addition to the principal balance and in process  of
collection, will be placed in non-accrual status.  Such loans are
not   charged-off;  however,  interest  is  no  longer  accruing.
Accrued interest is charged either against interest income or the
allowance  for possible loan losses at the time a loan is  placed
in non-accrual status, depending on the reporting period in which
such interest had accrued.  Non-accrual loans and loans past  due
ninety  (90) days or more and still accruing interest totaled  $0
and  $117,000, respectively, as of December 31, 2001.   Past  due
loans to total loans were 2.88% at year-end 2001.

Another  primary  source  of  income is  interest  on  investment
securities.   Citizen's  Bank  maintains  a  written   investment
policy.   This  Policy  provides  for  investments  that  produce
secondary income, as well as liquidity needs.  Management follows
its  policy  strictly  to assure high-grade investments  of  bank
quality.   The Bank categorizes and accounts for these securities
investments  as "held to maturity" or "available  for  sale",  as
required by Financial Accounting Standards Board Statement  #115.
No  investment  securities are held in trading accounts.   As  of
December 31, 2001, securities classified as held to maturity  had
an  amortized cost of $7,945,000 and a fair value of  $8,070,000.
The  securities classified as available for sale had an amortized
cost of $37,419,000 and a market value of $37,809,000.

Deposits,  both  time and demand, represent the chief  source  of
funds for the Bank.  At the end of 2001, total deposits increased
$11,949,000  or 11.37%.  Much of the increase occurred  in  money
market  deposit  accounts (MMDA) and time deposits  $100,000  and
more.


RESULTS OF OPERATIONS

The  Company  reported a net income of $1,006,000  or  $8.76  per
average share outstanding as of December 31, 2001.  Net return on
assets was .76% and net return on equity was 7.42%.

The Company's principal source of revenue is net interest income,
which  is  measured  by  the difference between  interest  income
earned on loans and investments and interest expense incurred  on
deposits.   The  Company's net interest income for  December  31,
2001 was $3,501,000, a $378,000 or 9.74% decrease from 2000.   On
December 31, 2001, the Company's net interest margin was 2.75%.

Non-interest  income  consists  of  service  charges,   fees   on
financial  services, and investment securities transactions.   On
December  31, 2001, non-interest income was $911,000, a  $124,000
increase from the previous year-end.  The majority of this change
is   attributed   to   gains  on  "Called"  securities   totaling
$138,000.00.

Non-interest expense increased by $78,000, or 2.76% which is  due
primarily  to  an  increase  in  Salaries,  which  is  in  direct
correlation with the growth in assets.


LIQUIDITY

The  asset/liability  management primary function  is  to  assure
adequate  liquidity  and maintain an appropriate  spread  between
interest   earning  assets  and  interest  bearing   liabilities.
Liquidity  management  involves the ability  to  meet  cash  flow
requirements  of  customers  who may  be  depositors  wanting  to
withdraw  funds or borrowers needing funds to meet  their  credit
needs.   The  major  components of the Bank's  overall  liquidity
management  capabilities and financial  resources  are  (1)  core
deposits,  (2) closely managed maturity structure  of  loans  and
deposits,  (3) sale and maturity of assets (primarily investments
securities)  and,  if  necessary,  (4)  extensions   of   credit,
including  federal  funds  purchased and  securities  sold  under
repurchase   agreements.    With   the   Bank's   asset/liability
management  program,  most  loan  and  deposit  changes  can   be
anticipated  and  provided  for  without  an  adverse  impact  on
earnings.   The Bank's liquidity ratio at December 31,  2001  was
46.64%.


CAPITAL ADEQUACY

As  of  December 31, 2001, the most recent notification from  the
Federal  Deposit Insurance Corporation categorized  the  Bank  as
well  capitalized  under  the  regulatory  framework  for  prompt
corrective  action.  To be categorized as well  capitalized,  the
Bank  must  maintain a total risk-based capital ratio of  10%  or
higher, Tier 1 risk-based capital ratio of 6% or higher, and Tier
1  leverage  capital  ratio of 5% or higher.   No  conditions  or
events  have  occurred  since that notification  that  management
believes have changed the Bank's category.  The Bank's actual and
required capital amounts and ratios at December 31, 2001  are  as
follows (dollars in thousands):
                                                    To be Well
                                                   Capitalized
                                                      under
                                                    the Prompt
                                    For Capital     Corrective
                                      Adequacy        Action
                        Actual        Purposes      Provisions
                    Amount  Ratio  Amount  Ratio  Amount  Ratio

Total Capital (to   $13,880  20.6%  $5,378   8.0%  $6,723  10.0%
Risk Weighted
Assets)
Tier 1 Capital (to  $13,036  19.4%  $2,689   4.0%  $4,033   6.0%
Risk Weighted
Assets)
Tier 1 Capital (to  $13,036   9.9%  $5,250   4.0%  $6,562   5.0%
Adjusted Total
Assets)





                  INDEPENDENT AUDITOR'S REPORT


     To the Board of Directors and Shareholders
       of Citizens Bancshares, Inc.

     We  have  audited the accompanying consolidated balance
     sheets  of Citizens Bancshares, Inc. and its subsidiary
     as  of  December  31, 2001 and 2000,  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  auditing
     standards  generally accepted in the United  States  of
     America.   Those  standards require that  we  plan  and
     perform the audits to obtain reasonable assurance about
     whether the consolidated financial statements are  free
     of material misstatement.  An audit includes examining,
     on  a  test basis, evidence supporting the amounts  and
     disclosures  in the consolidated financial  statements.
     An   audit   also  includes  assessing  the  accounting
     principles  used  and  significant  estimates  made  by
     management, as well as evaluating the overall financial
     statement  presentation.  We believe  that  our  audits
     provide a reasonable basis for our opinion.

     In  our  opinion, the consolidated financial statements
     referred  to  above  present fairly,  in  all  material
     respects,   the  consolidated  financial  position   of
     Citizens  Bancshares,  Inc. and its  subsidiary  as  of
     December  31, 2001 and 2000, and the results  of  their
     operations  and  their cash flows for  the  years  then
     ended   in   conformity   with  accounting   principles
     generally accepted in the United States of America.


     Roy Chenevert, CPA


     Baton Rouge, Louisiana
     February 5, 2002
CITIZENS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2001 AND 2000
(In thousands of dollars)

                                               2001       2000
                  Assets

Cash and due from banks (Note 2)               $4,187      $3,281
Federal funds sold                              7,000       8,400
   Cash and cash equivalents                   11,187      11,681
Interest-bearing deposits with banks            4,952       2,080
Securities available for sale, at fair
values (Note 3)                                37,809      28,258
Securities held to maturity, fair values of
$8,070 in 2001 and $7,965 in 2000 (Note 3)      7,945       7,928
Loans receivable, net of allowance for loan
losses of $1,177 in 2001 and $1,129 in
2000 (Note 4)                                  65,149      63,595
Accrued interest receivable                       977       1,158
Premises and equipment (Note 5)                 2,814       2,891
Foreclosed real estate                            102         221
Deferred tax asset (Note 8)                        37         109
Other assets                                      586         729

  Total assets                               $131,558    $118,650

   Liabilities and Shareholders' Equity

Liabilities
  Demand deposits                             $12,807     $11,310
  Savings, NOW, and money-market deposits      18,538      15,343
  Time deposits $100,000 and more (Note 6)     33,847      28,663
  Other time deposits (Note 6)                 51,844      49,771
    Total deposits                            117,036     105,087
Accrued interest payable                          753         835
Accrued expenses and other liabilities            217         228

  Total liabilities                           118,006     106,150

Shareholders' equity (Note 12)
Common   stock,   $5  par  value,   300,000
shares authorized, 115,000 shares issued
and outstanding                                   575         575
Additional paid-in capital                        825         825
Retained earnings (Note 2)                     11,901      11,050
Treasury stock at cost, 145 shares                (6)         (6)
Accumulated other comprehensive income            257          56

  Total shareholders' equity                   13,552      12,500

 Total liabilities and shareholders' equity  $131,558    $118,650
CITIZENS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 2001 AND 2000
(In thousands of dollars, except per share amounts)

                                               2001       2000
Interest income
  Loans receivable                             $5,951     $5,879
  Taxable securities                            1,710      1,879
  Tax-exempt securities                           337        371
  Federal funds sold                              515        518
  Deposits with banks                             218        211
    Total interest income                       8,731      8,858

Interest expense
  Deposits
    Savings, NOW, and money-market deposits       535        598
    Time deposits $100,000 and more             1,857      1,577
    Other time deposits                         2,838      2,803
  Other                                             -          1
      Total interest expense                    5,230      4,979

Net interest income                             3,501      3,879
Provision for loan losses (Note 4)                100        141

Net interest income after provision for loan
losses                                          3,401      3,738

Noninterest income
  Service charges                                 558        616
  Insurance commissions                            91         89
  Gains on securities called                      138          -
  Other income                                    124         82
    Total noninterest income                      911        787

Noninterest expense
  Salaries and employee benefits                1,632      1,556
  Occupancy and equipment expense                 482        441
  Director fees                                   143        136
  Other expense                                   644        690
    Total noninterest expense                   2,901      2,823

Income before income taxes                      1,411      1,702
Income tax expense (Note 8)                       405        482

Net income                                     $1,006     $1,220

Net income per share of common stock          $  8.76     $10.62

Average shares outstanding                    114,855    114,855

CITIZENS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2001 AND 2000
(In thousands of dollars)


                                               Accum-
                                               ulated
                  Addi-                         Other     Total
                 tional                        Compre-    Share-
         Common  Paid-in  Retained  Treasury   hensive   holders'
         Stock   Capital  Earnings   Stock     Income     Equity

Balance
at
December
31, 1999   $575     $825    $9,968      $(6)     $(344)   $11,018

COMPRE-
HENSIVE
INCOME
Net
income
for 2000      -        -     1,220         -          -     1,220
Other
compre-
hensive
income:
  Unreal-
ized
holding
loss  on
secur-
ities
arising
during
2000,
net   of
tax   of
$206          -        -         -         -        400       400
TOTAL
COMPRE-
HENSIVE
INCOME                                                      1,620

Cash
dividend
s      -
$1.20
per
share
              -        -     (138)         -          -     (138)

Balance
at
December
31, 2000    575      825    11,050       (6)         56    12,500

COMPRE-
HENSIVE
INCOME
Net
income
for 2001      -        -     1,006         -          -     1,006
Other
compre-
hensive
income:
Unreal-
ized
holding
gain  on
securi-
ties
arising
during
2001,
net   of
tax   of
$104          -        -         -         -        201       201
TOTAL
COMPRE-
HENSIVE
INCOME                                                      1,207

Cash
divi-
dends  -
$1.35
per
share         -        -     (155)         -          -     (155)

Balance
at
December
31, 2001   $575     $825   $11,901      $(6)       $257   $13,552

CITIZENS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2001 AND 2000
(In thousands of dollars)
                                              2001        2000

Cash flows from operating activities
Net income                                    $1,006      $1,220
Adjustments to reconcile net income to net
cash provided by
operating activities:
Deferred income tax (benefit)                   (32)        (30)
Depreciation                                     200         197
Provision for loan losses                        100         141
Gains on securities called                     (138)           -
Net (accretion) amortization of securities
                                                   8        (17)
(Increase)  decrease in  accrued  interest
receivable                                       181       (118)
(Increase) decrease in other assets              143        (30)
Increase  (decrease) in  accrued  interest
payable                                         (82)         231
(Decrease) in accrued expenses  and  other
liabilities                                     (11)        (30)

Net cash provided by operating activities      1,375       1,564

Cash flows from investing activities
Net   decrease  (increase)  in   interest-
bearing deposits with banks                  (2,872)       3,170
Purchases of securities available for sale
                                            (34,209)     (5,906)
Maturities,  prepayments  and   calls   of
securities available for sale                 25,070       3,842
Purchases of securities held to maturity     (1,480)       (112)
Maturities,  prepayments  and   calls   of
securities held to maturity                    1,486       2,082
Net (increase) in loans                      (1,799)     (5,350)
Sales of foreclosed real estate                  264         285
Purchases of premises and equipment            (123)       (164)

Net cash (used) by investing activities     (13,663)     (2,153)

Cash flows from financing activities
Net increase in deposits                      11,949       3,760
Dividends paid                                 (155)       (138)

Net cash provided by financing activities     11,794       3,622

Net  increase (decrease) in cash and  cash
equivalents                                    (494)       3,033
Cash and cash equivalents at beginning  of
year                                          11,681       8,648

Cash and cash equivalents at end of year     $11,187     $11,681

Interest paid                               $  5,312    $  4,748

Income taxes paid                               $418        $537

Foreclosed   real   estate   acquired   in
satisfaction of loans                           $145        $456
(1) Summary of Significant Accounting Policies

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

   (5)  Commitments to extend credit and standby letters of credit.
     If material, the fair value is estimated using the fees currently
     charged to enter into similar agreements, taking into account the
     remaining  terms  of  the  agreements  and  the   present
     creditworthiness of the counterparties.  At December 31, 2001 and
     2000, the fair values of these instruments are not material.

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

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

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


(2) Restrictions

The  Bank is required to maintain reserve balances by the Federal
Reserve  Bank.  The amounts of these reserves as of December  31,
2001 and 2000 were $339,000 and $299,000, respectively.

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


(3) Investment Securities

The amortized costs and approximate fair values of investments in
debt securities at December 31 follow (in thousands of dollars):

                                  December 31, 2001
                                  Gross     Gross
                        Amort-    Unrea    Unrea-
                         ized     lized     lized       Fair
Securities  available    Cost     Gains    Losses       Value
for sale

U.    S.   Government
agencies          and
corporations            $22,402     $347     $  90      $22,659
Mortgage-backed
securities               15,017      148        15       15,150
                        $37,419     $495      $105      $37,809

Securities  held   to
maturity

States  and political
subdivisions           $  7,945     $146     $  21     $  8,070

Securities pledged to
secure         public
deposits
    and   for   other
purposes                $11,879                         $12,145

                                  December 31, 2000
                                    Gross     Gross
                        Amort-      Unreal    Unreal
                         ized        ized      ized      Fair
Securities  available    Cost       Gains     Losses     Value
for sale

U.    S.   Government
agencies          and
corporations             $18,775      $153      $100    $18,828
Mortgage-backed
securities                 9,399        65        34      9,430
                         $28,174      $218      $134    $28,258

Securities  held   to
maturity

U.    S.   Government
agencies          and
corporations             $   500      $  1     $   -    $   501
States  and political
subdivisions               7,233        65        29      7,269
Mortgage-backed
securities                   195         -         -        195
                          $7,928       $66       $29     $7,965

Securities pledged to
secure         public
deposits
    and   for   other
purposes                 $12,447                        $12,433

The  scheduled maturities of securities available  for  sale  and
held  to  maturity  at  December 31, 2001  were  as  follows  (in
thousands of dollars):
                          Available for sale   Held to maturity
                         Amortiz      Fair     Amorti     Fair
                            ed                   zed
Contractual maturities     Cost       Value     Cost      Value

One year or less           $1,205     $1,226    $1,351    $1,365
After  one year  through   31,052     31,424     6,050     6,165
five years
After five years through    1,818      1,828       544       540
ten years
After ten years             3,344      3,331         -         -

                          $37,419    $37,809    $7,945    $8,070

Expected  maturities  will  differ  from  contractual  maturities
because   borrowers  may  have  the  right  to  call  or   prepay
obligations  with  or  without call or prepayment  penalties.  No
securities  were  sold in 2001 and 2000.  During  2001,  proceeds
from  securities  called before maturity totaled $19,095,000  and
resulted in gains of $138,000.


(4) Loans Receivable

The  components  of loans in the consolidated balance  sheets  at
December 31 were as follows (in thousands of dollars):
                                         2001       2000

Commercial                              $18,070    $17,504
Agricultural                              7,172      7,779
Real estate mortgage                     27,727     26,576
Consumer                                 13,520     13,160
Other                                        11         18
                                         66,500     65,037
Unearned income                           (174)      (313)
Allowance for loan losses               (1,177)    (1,129)

                                        $65,149    $63,595

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

                                         2001      2000

Balance at January 1                    $1,129    $1,029

Loans charged off                         (76)     (109)
Recoveries                                  24        68
  Net loans charged off                   (52)      (41)
Provision for loan losses                  100       141

Balance at December 31                  $1,177    $1,129

At  December  31,  2001  and 2000, loans  totaling  $504,000  and
$243,000  were  classified as impaired.  Of  the  total  impaired
loans at December 31, 2001 and 2000, $504,000 and $243,000 had  a
related  allowance  for  loan  losses  of  $56,000  and  $26,000,
respectively.  The average balances of these loans  in  2001  and
2000 were approximately $517,000 and $249,000.  In 2001 and 2000,
interest  income  recognized on impaired loans was  approximately
$40,000  and  $17,000,  respectively.   No  commitments  to  loan
additional  funds to borrowers of impaired loans were outstanding
at December 31, 2001.

(5) Premises and Equipment

Components of premises and equipment included in the consolidated
balance  sheets at December 31 were as follows (in  thousands  of
dollars):
                                         2001       2000
Cost:
Land                                    $   342    $   342
Buildings                                 3,019      2,858
Furniture and equipment                     615        685
Automobiles                                  46         39
Construction in progress                      -        103
                                          4,022      4,027
Accumulated depreciation                (1,208)    (1,136)

                                         $2,814     $2,891


(6) Deposits

At  December 31, 2001, the scheduled maturities of time  deposits
are as follows (in thousands of dollars):

                                                     Other
                                        $100,000      time
Year maturing                           and more    deposits

2002                                     $29,204     $43,510
2003                                       3,399       6,457
2004                                         313         333
2005                                         400          19
2006 and thereafter                          531       1,525

                                         $33,847     $51,844


(7) Financial Instruments

The  Bank  is  a party to financial instruments with  off-balance
sheet risk in the normal course of business to meet the financing
needs  of  its  customers.  These financial  instruments  include
commitments to extend credit and standby letters of credit, which
involve  credit risk in excess of the amounts recognized  in  the
statement of financial condition.  The Bank's exposure to  credit
loss  in the event of nonperformance by the other party to  these
financial  instruments is represented by the contractual  amounts
of  the  instruments.  The Bank uses the same credit policies  in
making commitments and conditional obligations as it does for on-
balance sheet instruments, including collateral or other security
to support the financial instruments.

At  December  31,  2001 and 2000, commitments  to  extend  credit
totaled   $12,297,000   and  $6,902,000,   respectively.    These
commitments are agreements to lend to a customer as long as there
is  no  violation of any condition established in  the  contract.
Commitments  generally  have  fixed  expiration  dates  or  other
termination clauses and may require payment of a fee.  Since many
of the commitments may expire without being drawn upon, the total
commitment  amounts  do  not necessarily  represent  future  cash
requirements.

At  December 31, 2001 and 2000, commitments under standby letters
of  credit totaled $322,000 and $254,000, respectively.   Standby
letters of credit are conditional commitments issued by the  Bank
to guarantee the performance of a customer to a third party.  The
credit  risk involved in issuing letters of credit is essentially
the same as that involved in extending loans to customers.
The  carrying amounts and estimated fair values of the  Company's
financial instruments at December 31 are as follows (in thousands
of dollars):
                               2001                  2000
                        Carrying     Fair     Carrying     Fair
                         Amount     Value      Amount      Value
Financial assets
Cash   and  due   from    $4,187     $4,187      $3,281    $3,281
banks
Federal funds sold         7,000      7,000       8,400     8,400
Interest-bearing           4,952      4,952       2,080     2,080
deposits  with   other
banks
Securities                45,754     45,879      36,186    36,223
Loans receivable          65,149     67,075      63,595    63,279
Financial liabilities
Deposits                 117,036    118,063     105,087   103,203


(8) Income Taxes

The  consolidated  provision for income taxes  consisted  of  the
following  for  the  years ended December  31  (in  thousands  of
dollars):
                                             2001     2000

Current expense                               $437     $512
Deferred (benefit)                            (32)     (30)

Income tax expense                            $405     $482

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

                                              2001       2000

Statutory federal income tax rate              34.0%      34.0%
Nontaxable income                             (7.4%)     (7.3%)
Nondeductible expenses                          2.1%       1.6%

Effective tax rate                             28.7%      28.3%

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

                                              2001       2000

Net  (appreciation) of securities available   $(133)     $ (29)
for sale
Allowance for loan losses                        216        199
Accumulated depreciation                       (110)      (116)
Deferred compensation payable                     80         68
Accreted discount on investments                (41)       (38)
Tax basis of land over book                       25         25
Deferred tax asset                           $    37      $ 109

No  valuation  allowance was recorded to reduce the deferred  tax
asset at December 31, 2001 and 2000.



(9) Related Parties

The  Bank  has  entered  into transactions  with  its  directors,
executive   officers,   significant   shareholders,   and   their
affiliates.   The  aggregate amount  of  loans  to  such  related
parties  at December 31, 2001 and 2000 was $718,000 and $902,000,
respectively.   During  2001, new loans to such  related  parties
amounted   to  $808,000  and  repayments  amounted  to  $992,000.
Deposits  held  by  the Bank at December 31, 2001  and  2000  for
related  parties  were  $2,527,000 and $2,253,000,  respectively.
Fees  paid  for  goods and services provided by  related  parties
amounted to $89,000 in 2001 and $11,000 in 2000.


(10) Commitments and Contingencies

At  December  31,  2001 and 2000, the Bank had  unused  lines  of
credit  with other banks which totaled $5,500,000 and $5,300,000,
respectively.   The  lines  were  unsecured  and  have   variable
interest  rates based on the lending bank's daily  federal  funds
rate.

In  addition, the Bank may make advances from the Federal Reserve
Bank  of  Atlanta's discount window.  At December  31,  2001  and
2000, no advances were outstanding.  A pledge of collateral, such
as  investment securities and loans, is necessary before the Bank
may borrow from the discount window.

At  December  31, 2001, the Bank had $624,000 in  due  from  bank
balances that were in excess of FDIC insured limits.


(11) Employee Benefit Plans

Effective  January  1, 1997, the Bank offers a Savings  Incentive
Match Plan for Employees (SIMPLE) with no minimum age or years of
service eligibility requirements.  All employees who have  earned
at  least  $5,000 during one of the two preceding calendar  years
and  are  expected  to earn at least $5,000  during  the  current
calendar  year  are eligible to participate.  Participants  could
elect  to  defer up to $6,500 of their compensation  as  elective
contributions  in  2001 and up to $6,000 in 2000.   The  Bank  is
required  to  match  employee contributions  up  to  3%  of  each
employee's  total compensation. The Bank contributed $36,000  and
$33,000 in 2001 and 2000, respectively.

In  addition,  the  Bank  has nonqualified deferred  compensation
plans   for  two  of  its  key  executives.   Under  the  related
"Executive Officers' Death or Retirement Benefits Contract,"  the
Bank is required to pay each executive fixed amounts for 10 years
upon  attainment of age 65 and retirement.  Should the  executive
die  before age 65 and while in the employ of the Bank, the  Bank
is  also  required  to  pay  each executive's  beneficiary  fixed
amounts  for 10 years.  Any amounts payable are to be  paid  from
the  general assets of the Bank, and the executives' rights under
the  contracts are those of an unsecured creditor.   At  December
31,  2001  and  2000,  amounts payable under  the  plans  totaled
$235,000   and  $200,000,  respectively.   Deferred  compensation
expense for 2001 and 2000 were $35,000 and $33,000, respectively.


(12) Regulatory Matters

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

Quantitative measures established by regulation to ensure capital
adequacy require the Bank to maintain minimum amounts and  ratios
of  total  and Tier 1 capital, as defined in the regulations,  to
risk-weighted  assets,  as defined, and  of  Tier  1  capital  to
average  assets, as defined.  Management believes, as of December
31,  2001,  that the Bank meets all capital adequacy requirements
to which it is subject.

As  of  December 31, 2001, the most recent notification from  the
Federal  Deposit Insurance Corporation categorized  the  Bank  as
well  capitalized  under  the  regulatory  framework  for  prompt
corrective  action.  To be categorized as well  capitalized,  the
Bank  must  maintain a total risk-based capital ratio of  10%  or
higher, Tier 1 risk-based capital ratio of 6% or higher, and Tier
1  leverage  capital  ratio of 5% or higher.   No  conditions  or
events  have  occurred  since that notification  that  management
believes have changed the Bank's category.  The Bank's actual and
required  capital amounts and ratios are as follows  (dollars  in
thousands):

                                                        To Be Well
                                                       Capitalized
                                                        under the
                                                          Prompt
                                        For Capital     Corrective
                                                          Action
                          Actual          Adequacy      Provisions
                                          Purposes
At December 31,       Amount    Ratio  Amount  Ratio  Amount  Ratio
2001
Total Capital (to      $13,880   20.6% $5,378    8.0% $6,723   10.0%
Risk Weighted
Assets)
Tier 1 Capital (to     $13,036   19.4% $2,689    4.0% $4,033    6.0%
Risk Weighted
Assets)
Tier 1 Capital (to     $13,036    9.9% $5,250    4.0% $6,562    5.0%
Adjusted Total
Assets)

At December 31,
2000
Total Capital (to      $13,051   19.2% $5,429    8.0% $6,787   10.0%
Risk Weighted
Assets)
Tier 1 Capital (to     $12,203   18.0% $2,713    4.0% $4,072    6.0%
Risk Weighted
Assets)
Tier 1 Capital (to     $12,203   10.3% $4,733    4.0% $5,916    5.0%
Adjusted Total
Assets)


(13) Parent Company Statements

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

Balance Sheets                                2001       2000

                  Assets

Investment in Citizens Bank, at equity       $13,496    $12,486
Cash and equivalents                              56         14
Total assets                                 $13,552    $12,500

   Liabilities and Shareholders' Equity

Total liabilities                                  $          $
                                                   -          -

Common stock                                     575        575
Additional paid-in capital                       825        825
Retained earnings                             11,901     11,050
Treasury stock                                   (6)        (6)
Accumulated other comprehensive income           257         56
Total shareholders' equity                    13,552     12,500
Total liabilities and shareholders' equity
                                             $13,552    $12,500



Statements of Income                          2001       2000
                  Income

Equity  in  undistributed  net  income   of    $ 809     $1,075
Citizens Bank
Dividends received from Citizens Bank            201        150
Total income                                   1,010      1,225
                 Expenses

Other expense                                      4          5
Total expenses                                     4          5
Net income                                    $1,006     $1,220

Statements of Cash Flows

Cash flows from operating activities
Net income                                    $1,006     $1,220
Adjustments to reconcile net income to  net
cash provided
by operating activities:
Equity  in  undistributed  net  income   of    (809)    (1,075)
Citizens Bank
Net cash provided by operating activities        197        145

Cash flows from investing activities               -          -

Cash flows from financing activities
Dividends paid                                 (155)      (138)
Net cash (used) by financing activities        (155)      (138)

Net increase in cash and equivalents              42          7
Cash and equivalents at beginning of year         14          7
Cash and equivalents at end of year
                                                 $56        $14


(14) Bank Subsidiary Statements

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

Balance Sheets                               2001         2000

                  Assets
Cash and due from banks                       $4,187      $3,281
Federal funds sold                             7,000       8,400
Interest-bearing deposits with banks           4,952       2,080
Investment securities                         45,753      36,186
Loans receivable                              65,149      63,595
Accrued interest receivable                      977       1,158
Premises and equipment                         2,814       2,891
Foreclosed real estate                           102         221
Deferred tax asset                                37         109
Other assets                                     587         729
Total assets                                $131,558    $118,650

                                             2001         2000
   Liabilities and Shareholder's Equity
Deposits                                    $117,093    $105,101
Accrued interest payable                         753         835
Accrued expenses and other liabilities           216         228
Common stock                                     575         575
Additional paid-in capital                     4,000       4,000
Retained earnings                              8,664       7,855
Accumulated other comprehensive income           257          56
Total liabilities and shareholder's equity
                                            $131,558    $118,650

Statements of Income

Interest income
Loans                                         $5,951      $5,879
Investment securities                          2,047       2,250
Federal funds sold                               515         518
Deposits with banks                              218         211
Total interest income                          8,731       8,858
Interest expense                               5,230       4,979
Net interest income                            3,501       3,879
Provision for loan losses                        100         141
Net  interest  income after provision  for     3,401       3,738
loan losses

Noninterest income                               912         787
Noninterest expense                            2,898       2,818
Income tax expense                               405         482

Net income                                    $1,010      $1,225
DESCRIPTION OF BUSINESS

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

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

The Bank competes actively with national and state banks, savings
institutions,  and credit unions in Louisiana for  all  types  of
loans  and deposits.  The Bank also competes with other financial
institutions such as insurance companies, real estate  investment
trusts, small loan companies, and certain government agencies.

As   of  December  31,  2001,  the  Company  and  the  Bank   had
approximately 47 full-time equivalent employees.  The Company has
no  salaried employees, although certain executive officers  hold
parallel  positions with the Bank.  No employees are  represented
by unions or other bargaining units, and management considers its
relations with employees to be satisfactory.


MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

Citizens  Bancshares,  Inc. stock is  not  listed  on  any  stock
exchange  or  over-the-counter market.   The  transaction  prices
listed  below reflect only a limited number of transactions  that
have  come to the attention of management.  No assurance  can  be
given  that such prices represent the actual market value of  the
Company's  common stock.  At December 31, 2001,  there  were  476
holders of record of the Company's common stock.