SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549

                               FORM 10-KSB

     (Mark One) 

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

For the Fiscal Year Ended December 31, 1996 

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

For the transition period from        to       

Commission file number 0-12425

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

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

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

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

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

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

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

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

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


    Check if there is no disclosure of delinquent filers in response to  
    Item 405 of Regulation S-B is not contained in this form, and no     
    disclosure will be contained, to the best of registrant's knowledge, 
    in definitive proxy or information statements incorporated by reference 
    in Part III of this Form 10-KSB or any amendment to this Form 10 -   
    KSB.(x)
 
    State issuer's revenues for its most recent year. $ 6,989,000   
  

    State the aggregate market value of the voting stock held by non-    
    affiliates* of the Registrant as of March 15, 1997 (based on $13.00 per 
    share).

                                $587,548

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

    Common Stock, $5.00 par value, 115,000 shares outstanding as of March 
    15, 1996.  

                  DOCUMENTS INCORPORATED BY REFERENCE:

                                             Part of Form 10-KSB
       Documents Incorporated             into which Incorporated
    Definitive Proxy Statement                     Part III
        for the 1997 Annual
      Meeting of Shareholders

    1996 Annual Report to Shareholders             Part II

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
















FORM 10-KSB CROSS REFERENCE INDEX
                                                                   
                                                             
     PART I                                                        PAGE
ITEM 1    BUSINESS....................................................4
          SUPPLEMENTAL FINANCIAL INFORMATION:
          INVESTMENT SECURITIES.......................................7  
          LOANS.......................................................8  
          LOAN MATURITY AND INTEREST RATE SENSITIVITY.................8 
          INTEREST RATE SENSITIVITY AND LIQUIDITY.....................9  
          RISK ELEMENTS..............................................10  
          ALLOWANCE FOR POSSIBLE LOAN LOSSES.........................11
          DEPOSITS...................................................13
          RETURN ON EQUITY AND ASSETS................................13  
          RATE/VOLUME ANALYSIS.......................................14
          AVERAGE BALANCE SHEETS AND NET INTEREST YIELD ANALYSIS.....15 
ITEM 2    PROPERTIES.................................................16
ITEM 3    LEGAL PROCEEDINGS..........................................16
ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........16 
     PART II
ITEM 5    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS........................................17
ITEM 6    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS.........................*
ITEM 7    FINANCIAL STATEMENTS .......................................*
          CONSOLIDATED BALANCE SHEETS.................................*
          CONSOLIDATED STATEMENTS OF INCOME...........................*
          CONSOLIDATED STATEMENTS OF CASH FLOWS.......................*
          CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY..*
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS..................*
          REPORT OF INDEPENDENT AUDITORS..............................*
ITEM 8    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON               
          ACCOUNTING AND FINANCIAL DISCLOSURE........................18
     PART III
ITEM 9    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.........**
ITEM 10   EXECUTIVE COMPENSATION.....................................**
ITEM 11   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT.............................................**
ITEM 12   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............**
     PART IV
ITEM 13   EXHIBITS AND REPORTS ON FORM 8-K...........................18
          SIGNATURES.................................................19

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










PART I.
ITEM 1. BUSINESS                                                   
GENERAL

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

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

COMPETITION

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

EMPLOYEES

As of December 31, 1996, the Company and the Bank had approximately 35
full-time equivalent employees.  The Company has no salaried employees,
although certain executive officers hold parallel positions with the Bank. 
No employees are represented by unions or other bargaining units, and
management considers its relations with employees to be satisfactory.  

SUPERVISION AND REGULATION

General

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





The Company

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

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

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

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

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

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





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

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

The Bank

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

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

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

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

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




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

INVESTMENT SECURITIES

     Maturities and weighted average yields on investments as of December
31, 1996 (in thousands of dollars):

                                        Held-to-Maturity  Available-for-Sale
 
                         
                                                     
    U.S. Treasury Securities                 
     Within 1 year                     $ 1,703   5.68%      $ 1,854   5.97%
     After 1 but within 5 years            497   5.13%        1,701   5.51% 
                                       $ 2,200   5.55%      $ 3,555   5.75%
 
    U.S. Government Securities
     Within 1 year                       2,430   5.45%        2,202   5.19%
     After 1 but within  5 years           997   5.85%       12,633   6.38%     
                                       $ 3,427   5.57%      $14,835   6.20%
    State and Political subdivisions
     With 1 year                           618   5.60%          ---   ---
     After 1 but within  5 years         3,754   5.51%          ---   ---
     After 5 but within 10 years           640   6.50%         ---   ---   
                                       $ 5,012   5.65%      $  ---   ---   
                                     

    Mortgaged-backed securities            270   5.50%        7,609   6.33%
                                       $10,909   5.60%      $25,999   6.18%
 

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

No securities of any single issuer which totaled 10% or more of shareholders   
equity were held at December 31, 1996.                                

















LOANS                                                                           
A distribution of the loan portfolio at December 31, 1996 and 1995 is summarized
as follows (in thousands of dollars):


                                             1996              1995

Commercial                           $ 9,705   23.20%    $ 7,923  22.06% 
Municipal                                 22    0.05%        119   0.69%
Real Estate - Mortgage                20,425   48.83%     18,015  46.38%  
Agricultural                           3,895    9.31%      3,211  12.06%
Consumer                               9,115   21.79%      8,157  22.63%
Overdrafts                                17    0.04%         17   0.05%
                                      43,179  103.22%     37,442 103.77%
Unearned income                         (488)  (1.17%)      (526) (1.46%)
Allowance for possible loan loss        (859)  (2.05%)      (832) (2.31%)
                                     $41,832   100.00%   $36,084 100.00% 





LOAN MATURITY AND INTEREST RATE SENSITIVITY                                     

     Maturities of commercial and agricultural loans at December 31, 1996 are
summarized below (in thousands of dollars):
                                               Over
                                One Year      One to    Over Five
                      Total      or Less     Five Yrs     Years 

Commercial            $9,705     $5,797       $2,782      $1,126  
Agricultural           3,895      3,109          277         509  

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

                                   Fixed    Adjustable
                      Total        Rates      Rates

Commercial           $3,908        $3,908       $ 0   
Agricultural            786           786         0  












INTEREST RATE SENSITIVITY AND LIQUIDITY                                         
                                      
The following table shows the interest rate sensitivity gaps for different
time periods and the cumulative interest rate sensitivity gaps for the same 
periods as of December 31, 1996.  Loans for which the accrual of interest has 
been discontinued and overdrafts have not been included (in thousands of 
dollars)



                      1-3     4-6     7-12   13-18   19-24    OVER
              FLOAT   MTHS    MTHS    MTHS    MTHS    MTHS    2 YRS     TOTAL
Securities           $3,574  $2,236  $5,638  $5,121  $4,430  $15,839  $36,838 
  
Fixed Loans  $1,037  $6,014  $4,761  $7,237  $3,136  $3,014  $ 9,770  $34,969 

Floating Lns $  327  $4,809  $  576  $1,994                           $ 7,706

Fed Funds    $3,725  $1,786  $1,881  $   99                           $ 7,491 
& CD                        
             $5,089  $16,183 $9,454  $14,968  $8,257  $7,444  $25,609 $87,004  


                  
CD's & IRA's
> 100M              $ 6,775  $5,699  $ 6,899 $  300  $  500   $  600   $20,773

CD's & IRA's
< 100M      $  756  $15,868  $9,767  $10,071 $1,568  $1,239   $  513   $39,782

IMM ACCTS   $2,329                                                     $ 2,329

CHRISTMAS CLUB                               $   38                    $    38

SAVINGS     $  115                                            $ 9,665  $  9,780 
$ NOW
           $3,200  $22,643  $15,466  $17,008 $1,868  $1,739  $10,778   $72,702 
  

GAP       $1,889 ($ 6,460)($ 6,012)($ 2,040)$6,389  $5,705  $14,831  ($14,302)

CUMULATIVE
GAP       $1,889 ($ 4,571)($10,583)($12,623)($6,234) ($529) $14,313          













RISK ELEMENTS                                                                   
                                                             

The following summarizes nonperforming loans at December 31, 1996 and 1995
(in thousands of dollars):

                                                    1996         1995

Nonaccrual Loans                                    $   0        $  36
Loans past due 90 days or more as to
  principal or interest and still 
  accruing interest                                    32          155
Restructured loans not included above                 241          245   
                                                    $ 273        $ 436          
                                 

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

                                                    1996         1995

Nonaccruals                                        $   11        $   6
Restructured                                           28           31
                                                   $   39           37
                        
                   
Interest collected on nonaccrual and restructured loans amounted to $11,570 for
1996 and $26,459 for 1995.


Other nonperforming assets are: 
(in thousands of dollars):                     
                                                 1996          1995
Real estate and other assets acquired 
in satisfaction of loans                        $   0        $    28


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

                                                
ALLOWANCE FOR POSSIBLE  LOAN LOSSES                                        
A detail of the activity in the allowance for possible loan losses for the
past two (2) years and its relationship to year-end loans outstanding follows 
(in thousands of dollars):

                                                      1996      1995

Allowance of possible loan losses af January 1      $  832     $ 774   
Loans charged off:
Commercial                                              29        20   
Municipal                                               --        --
Real estate - Mortgage                                  22        --
Agricultural                                            11        --
Consumer                                                21        35  
Other (overdrafts & credit cards)                        8         4    
     Total Charged-Off                                  91        59    

Recoveries:
Commercial                                              20        10   
Municipal                                               --        --
Real estate - Mortgage                                  --        --   
Agricultural                                             2        --
Consumer                                                20        26
Other (overdrafts)                                       1         1    
     Total Recoveries                                   43        37    

Net loans charged off                                   48        22   
Provision charged to operating expense                  75        80    

Allowance at December 31                           $    859    $ 832    

                       
Loans outstanding at December 31                    $42,691  $36,916    


Average Loans outstanding for the year              $39,938  $36,291    

Ratio of net charge-offs to average loans
   outstanding                                        0.12%     0.02%   

Ratio of allowance to loans outstanding
   at year end                                        2.01%      2.25%  














The provision for possible loan losses which is charged to income from 
operations, is based upon the changes in the loan portfolio, the amount of net 
loan losses incurred and management's estimates of potential future losses 
based on several factors including, but not limited to, current economic 
conditions, loan portfolio composition, nonaccrual loans, problem loans, and 
prior loan loss experience.  The provision for possible loan losses was $75,000 
in 1996 and $80,000 in 1995. 

The allowance for possible loan losses at December 31, 1996 was approximately
$859,000 or 2.01% of net loans outstanding, compared to approximately $832,000
or 2.25% of net loans outstanding at December 31, 1995.  It is management's 
opinion that the allowance for possible loan losses at December 31, 1996 is 
adequate, based upon the Bank's aggressive charge-off and collection practices.

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

An allocation of the allowance for possible loan losses by major categories of
loans follows (in thousands of dollars)

                          1996                       1995    
                          Percent of                 Percent of 
              Allowance   loans in each   Allowance  loans in each
                Amount    category to       Amount   category to
                          total loans                total loans
Commercial       271         22.48%           283        21.16%
Municipal        ---           .05%           ---          .32% 
Real Estate      209         47.30%           ---        48.11%
Agriculture      109          9.02%           ---         8.58%
Installment      198         21.11%           497        21.78%
Other             72           .04%            52          .05%                 
                $859        100.00%       $   832       100.00%

     












DEPOSITS                                                               

The following is a distribution of average deposits for the two years
ended December 31 (in thousands of dollars)
                                     
                                         1996        1995

Demand Deposits                      $ 8,535       $ 8,092    
Savings and NOW Accounts              12,310        12,638    
Time Deposits, $100,00 or more        19,160        17,842    
Other Time Deposits                   38,080        35,617 
                                     $78,085       $74,188 
                              


The following is a maturity distribution of certificate of deposits of
$100,000 or more as of December 31 (in thousands of dollars):

                                      1996          1995  

Three months and under             $ 6,775         $ 4,647             
Over three through six months        5,699           4,475     
Over six through twelve months       6,898           6,595   
Over twelve months                   1,400           2,112   
                                   $20,772         $17,829 



RETURN ON EQUITY AND ASSETS                                            

                                        1996           1995
            
Return on average assets                1.21%          1.10%
Return on average equity               13.33%         12.90%
Dividend payout ratio                   6.55%          6.39% 
Average equity to average assets        9.11%          8.53%


















RATE/VOLUME ANALYSIS                                               

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


                                   1996/1995         1995/1994 
                                     Due to            Due to
                               Rate Volume Total  Rate Volume Total    
(in thousand of dollars)       
Interest earning assets:       
 Interest bearing deposits    ($20)  $ 3   (17)    $82  ($54)   28
 Federal Funds Sold           ( 21)   46    25      64    24    88
 U.S. Treasury Securities       37  (106)  (69)     32  (132) (100)
 U.S. Government Securities     65    63   128     173   289   462
 State & Municipal (1)         (13)  102    89      (1)   48    47     
 Loans, net                     42   356   398     102   222   324     
Total interest income (1)       90   464   554     452   397   849

Interest bearing funds:
  Savings & NOW accounts         3    (9)   (6)      1     5     6 
  Time deposits $100,000>       26    74   100     209    33   242 
  Other Time Deposits          117   136   253     429   123   552 
       Total interest expense  146   201   347     639   161   800

Net interest income (1)       ( 56)  263   207    (187)  236    49 

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
























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

                                Int.   Avg            Int.   Avg 
                                Inc. Yield            Inc. Yield
                      Avg. Bal  Exp   Rate   Avg. Bal Exp.  Rate
                       
                                 1996                 1995
Earning Assets   
 Int. bearing deps.     $3,729   216   5.79    $3,689   233  6.32      
 Federal Funds sold      4,691   245   5.22     3,834   220  5.74
 U.S. Treasury           5,305   300   5.66     7,232   369  5.10
 U.S. Government        24,541 1,498   6.10    23,487 1,370  5.83
 State & Municipal (1)   5,100   398   7.80     3,802   309  8.13
 Loans, net             39,097 3,864   9.88    35,492 3,466  9.77

Total earning assets    82,463 6,521   7.91    77,536 5,967  7.70
 Cash & due from banks   1,922                  2,002
 Premises & equipment      919                    812
 Other assets            1,390                  1,404

Total assets           $86,694                $81,754

Liabilities and
Shareholders Equity
Int. bearing funds
 Savings & NOW        $12,310     353   2.87   $12,639   359  2.84
 Time Dep. $100,000    19,160   1,082   5.65    17,842   982  5.50
 Other Time Deps.      38,086   2,146   5.63    35,616 1,893  5.32
  
Total int. bearing     69,556   3,581   5.15    66,097 3,234  4.89
 Demand deposits        8,535                    8,092
 Accr. interest
 & other liab.            703                      590
Total Liabilities      78,794                   74,779

Shareholders'equity    7,900                     6,975

Total Liabilities &
Sharholders Equity   $86,694                   $81,754

Net int income, taxable
    equivalent basis            2,940                  2,733      
Taxable equivalent adjustment     135                    105
                                2,805                  2,628
Spread                                  2.76                  2.81
Net interest yield (1)                  3.57                  3.52 

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

ITEM 2.  PROPERTIES                                                    
                                                                       
The Bank's main office is located at 841 West Main Street, Ville Platte,
Louisiana.  This property includes the Bank's parking lot containing 60
parking places.  The Bank's office building is approximately 5600 square
feet and includes staff and storage rooms and drive-up facilities.  
One of the Bank's branch offices is located at 601 Poinciana Avenue, 
Mamou, Louisiana.  This property includes the branch office's parking
lot containing 30 parking spaces.  The branch office building is
approximately 3600 square feet and contains staff and storage rooms and
drive-up facilities.

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


ITEM 3.  LEGAL PROCEEDINGS                                             


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


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS           
 
There were no matters voted upon by the shareholders of the Company
during the fourth quarter of 1996.



















PART II.

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER 
         MATTERS                                                       
    
     There is no established public trading market for the Company's
common stock.  The primary market area for the Company's common stock is
Evangeline Parish.  All sales of the Company's common stock that have
come to the attention of management during 1996 and 1995 have occurred
at $13-$16 per share.  Such prices reflect only those limited number of
transactions that have come to the attention of management, and other
transactions may have occurred at higher or lower sales prices during
the periods indicated.  No assurance can be given that such prices
represent the actual market value of the Company's common stock.

The approximate number of holders of record of each class of the
Company's equity securities as of March 15, 1997 was as follows:

     Title of Class                   Number of Record Holders

Common Stock - $5.00 par value                   439


Dividend History and Restrictions

The Board of Directors has declared cash dividends in 1989, 1990, 1991,
1992, 1993, 1994, 1995 and 1996.  These dividends were declared and paid
to shareholders in December of each year.  1989 dividend - .10 per
share, 1990 dividend - .12 per share, 1991 dividend - .15 per share,
1992 dividend - .18 per share, 1993 dividend - .25 per share, 1994
dividend - .50 per share, 1995 dividend - .50 per share and 1996
dividend - .60 per share.    Management currently expects that cash
dividends will be paid in the future years at approximately the same
rate as in the past with a small increase per year, should the profits
allow.

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


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

The information appearing in the Company's 1996 Annual Report is
incorporated herein by reference in response to this item.






ITEM 7.  FINANCIAL STATEMENTS                                          

The information appearing in the Company's 1996 Annual Report is
incorporated herein by reference in response to this item.     



ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE                                          
 
There have been no disagreements with our independent accountants on any
matter of accounting principles or practice, financial statement
disclosure or auditing scope or procedure.


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


ITEM 10.  EXECUTIVE COMPENSATION                                       

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


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 

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


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS               

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


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K                             

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

     Exhibit 13 - 1996 Annual Report to Shareholders

     Exhibit 27 - Financial Data Schedule
     
     Other exhibits have been omitted because they are either not      
     applicable or have been filed in previous reports.
          
(b)  Reports on Form 8-K:
     No reports on Form 8-K were filed during the last quarter of 1996.








                               SIGNATURES

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

     
     March 20, 1997                        CITIZENS BANCSHARES, INC.
            Date                                  REGISTRANT

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


     s/Wayne Vidrine     
     Wayne Vidrine
     Treasurer


     s/Fredrick Phillips 
     Fredrick Phillips
     Director


     s/JB Veillon        
     J.B. Veillon
     Director


     s/Otis Fontenot     
     Otis Fontenot
     Director


     s/Eugene Fontenot                       
     Eugene S. Fontenot
     Director