SECURITIES AND EXCHANGE COMMISSION

                    Washington, D.C. 20549
                      FORM 10 - QSB

(X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) TO THE SECURITIES       
         EXCHANGE ACT OF 1934                                        

     For the quarterly period ended      June 30, 1998

( )TRANSITION REPORT UNDER SECTION 13 OR 15 (d) TO THE EXCHANGE ACT

 For the transition period from  ____________ to  _____________

      Commission File No:  0 - 14535

     CITIZENS BANCSHARES CORPORATION  
(Name of small business issuer in its charter)


      Georgia                      58 - 1631302                  
(State or other jurisdiction of    IRS Employer identification No.)
incorporation or organization)


175 John Wesley Dobbs Avenue, N.E., Atlanta, Georgia        30303 
(Address of principal executive office)                  (Zip Code)

Registrant's telephone number, including area code:  (404)659-5959


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 90 days.   Yes  X       No       . 

State the number of shares outstanding if each of the issuer's classes 
of common equity as of the latest practicable date:   2,164,065 shares of
Common Stock, $1.00 par value, outstanding on August 1, 1998.       

Part I. Financial  Information:
                  Citizens Bancshares Corporation and Subsidiaries
                       Consolidated Balance Sheets
                   June 30, 1998 and December 31, 1997
            (unaudited-amounts in thousands, except per share amounts)

      ASSETS
                                              1998                 1997

Cash and due from banks                    $10,275               10,637
Interest bearing deposits                   10,458                  857
Federal funds sold                           2,520                3,456
Investment securities:
  Held to maturity                          18,416               13,164
  Available for sale                        16,670               20,796
Other Investments                            1,288                2,017
Total Investments                           36,374               35,977

Loans, net of unearned income              116,353              121,414
   Less allowance for loan losses            1,618                1,752
         Loans, net                        114,735              119,662

Loans held for sale                            426                  623

Premises and equipment, net                  6,231                5,844
Cash value of life insurance                 4,029                3,640
Other assets                                 5,021                4,437

Total assets                              $190,069              185,133


LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
Deposits:
     Noninterest-bearing                   $47,962               43,633
     Interest-bearing                      121,450              120,311
              Total deposits               169,412              163,944

Treasury, tax and loan account                 137                  195
Short-term debt                              1,035                1,851
Long-term debt                                  -                   585
Other liabilities                            2,369                2,349
                                           172,953              168,924

Shareholders' equity:
Common stock-$1 par value.  Authorized
5,000,000 shares; issued and outstanding
 2,164,065 shares                            2,164                2,164
Additional Paid-In Capital                   6,174                6,174
Accumulated other comprehensive income         -11                   31
Retained earnings                            8,789                7,840
          Total shareholders' equity        17,116               16,209

Total liabilities and shareholders equity   $190,069              185,133


                   Citizens Bancshares Corporation and Subsidiaries
             Consolidated Statements of Earnings and Comprehensive Income
             (unaudited-amounts in thousands, except per share amounts)

                                        Three  Months           Six Months
                                       Ended June 30,          Ended June 30,
                                       1998        1997       1998        1997
<TABLE>
 <S>                                <C>          <C>        <C>           <C>
INTEREST INCOME:
 Loans, including fees               $2,849       2,708      5,715         5,275
Investment securities:
  Taxable                               477         749        962         1,557
  Tax-exempt                             66          60        124           110
Interest bearing deposits               196          10        301            10
Federal funds sold                       32          24         82           116
Total interest income                 3,620       3,551      7,184         7,068

INTEREST EXPENSE:
Deposits                              1,268       1,241      2,477         2,518
Other borrowed funds                     27          48         39            68
Long-term debt                            5          14         17            30
          Total interest expense      1,300       1,303      2,533         2,616

          Net interest income         2,320       2,248      4,651         4,452

Provision for loan losses                50          45         50            90
Net interest income after provision
  for loan losses                     2,270       2,203      4,601         4,362

NONINTEREST INCOME:
Service charges on deposit accounts   1,043       1,011      1,984         2,054
Commission and fees                     777         298      1,370           536
Other operating income                  199         288        482           596
   Total noninterest income           2,019       1,597      3,836         3,186

NONINTEREST EXPENSE:
Salaries and employee benefits        1,809       1,947      3,619         3,917
Net occupancy and equipment             652         579      1,296         1,151
Other operating expenses              1,271       1,149      2,227         2,171
Total other expense                   3,732       3,675      7,142         7,239

Earnings before income taxes            557         125      1,295           309

Income taxes                            112          23        346            84

Net earnings                           $445         102        949           225

Net earnings                            445         102        949           225
Other comprehensive income, net of tax:
     Unrealized holding losses         ( 34)        230        (41)           29

Comprehensive income                    411         332        908           254


Net earnings per common share         $0.21         0.05       0.44         0.10

Average outstanding shares            2,164       2,164       2,164        2,164

</TABLE>
                  Citizens Bancshares Corporation and Subsidiaries
                        Consolidated Statements of Cash Flows
                         Three months ended June 30, 1998 and 1997
                (unaudited-amounts in thousands, except per share amounts)
                                                         1998         1997
<TABLE>
   <S>                                                    <C>           <C>
Cash flows from operating activities:
   Net earnings                                           $949          225
   Adjustments to reconcile net earnings
     to net cash provided by operating activities:
       Provision for loan losses                            50           90
       Depreciation and amortization                       568          546
       Provision for deferred taxes                         (4)          (6)
       Amortization  (accretion), net                      (17)           4
       Accretion (amortization) of deferred loan fees       46           17
       Gain on investments                                 (11)         (10)
       Increase in other assets                         (1,634)      (3,697)
       Increase in accrued expenses and other liabilities   20          315

  Net cash (used) provided by operating activities         (33)      (2,516)

Cash flows from investing activities:
   Proceeds from maturities of investment
      securities held to maturity                        4,725        6,565
   Proceeds from maturities of investment
       securities available for sale                     6,595       10,996
Proceeds from sale of investment 
       securities held to maturity                        -             250
Purchases of investment securities available for sale  (12,489)      (6,616)
Net decrease ( increase) in other investments              729       (1,130)
Net decrease (increase) in loans                         4,937       (1,931)
Purchases of premises and equipment                       (955)      (1,017)
Proceeds from sale of real estate acquired
  through foreclosure                                      785           95

     Net cash provided (used) by investing activities    4,327         7,212

Cash flows from financing activities:
   Net increase (decrease) in demand deposits            4,329       (11,099)
   Net increase in time and savings deposits             1,139        (3,284)
   Net (decrease) increase in short-term debt             (816)        3,600
   Principal payment on long-term debt                    (585)          (90)
Proceeds from sale of stock                                -             260
Dividends paid                                             -             (23)
Net(decrease) increase in treasury, tax and loan accoun    (58)           16

Net cash provided (used) by financing activities         4,009       (10,620)

  Net increase (decrease) in cash and cash equivalents   8,303        (5,924)

Cash and cash equivalents at beginning of period        14,950        23,327

Cash and cash equivalents at end of period             $23,253        17,403

Supplemental disclosures of cash paid during the period for:
    Interest                                            $2,646         2,642

    Income taxes                                          $440            55

 Supplemental disclosures of noncash transactions:
    Real estate acquired through foreclosure              $118           836

</TABLE>


           CITIZENS BANCSHARES CORPORATION AND SUBSIDIARY
           Notes to the Consolidated Financial Statements
                         June 30, 1998 and 1997
                             (unaudited)

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation
The accompanying unaudited statements have been prepared pursuant to the
rules and regulations for reporting on Form 10 - QSB.  Accordingly, certain
disclosures required by generally accepted accounting principles are not 
included herein.  These interim statements should be read in conjunction 
with the financial statements and notes thereto included in the company's 
latest Annual Report on Form 10 - KSB.

On January 30, 1998, Citizens Bancshares Corporation (the "Company") and
First Southern Bancshares, Inc. ("First Southern), a bank holding company 
that wholly owned one bank and a non-bank subsidiary, merged.  The
transaction was a tax-free exchange. The merger was accounted for as a
pooling of interest with the Company being the surviving entity.   

First Southern also owned FSB Mortgage Services, Inc. ("FSB Mortgage") which
originates residential mortgages through a variety of products.  The mortgage
subsidiary is now wholly owned by the Company.

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries, Citizens Trust Bank ( the "Bank" ) and FSB
Mortgage. The Bank has a wholly owned subsidiary, Atlanta Mortgage Brokerage
and Servicing Co., whose accounts are also included.  All significant 
intercompany accounts and transactions have been eliminated in consolidation.

The consolidated financial statements of Citizens Bancshares Corporation and
Subsidiaries ( the "Company" ) as of June 30, 1998  and for the three and six
month periods ended June 30,1998 and 1997 are unaudited.  In the opinion of
management, all adjustments necessary for a fair presentation of the
financial position and results of operations and cash flows for the three
month period have been included.  All adjustments are of a normal recurring
nature.

2.	ACCOUNTING AND REGULATORY MATTERS

IMPAIRED LOANS

Management considers a loan to be impaired when, based on current information
and events, it is probable that all amounts due according to the contractual
terms of the loan will not be collected.  Impaired loans are measured based
on the present value of expected future cash flows, discounted at the loan's
effective interest rate, or at the loan's observable market price, or the 
fair value of the collateral if the loan is collateral dependent.

Loans are generally placed on nonaccrual status when the full and timely 
collection of principal or interest becomes uncertain or the loan becomes 
contractually in default for 90 days or more as to either principal or
interest unless the loan is well collateralized and in the process of
collection.  When a loan is placed on nonaccrual status, current period
accrued and uncollected interest is charged to interest income on loans 
unless management feels the accrued interest is recoverable through the 
liquidation of collateral.  Interest income, if any, on nonaccrual loans 
is generally recognized on the cash basis.

At June 30, 1998, the recorded investment in loans that are considered
to be impaired was approximately $916,000 a decrease of $314,000 from 
December 31, 1997. At The related allowance for loan losses for each of
these loans was approximately $116,000 and $244,000, respectively. For the 
Three and six month periods ended June 30, 1998, the Company recognized 
approximately $4,000 and $7,000 in interest income on these impaired loans
on an accrual basis, respectively.

NONPERFORMING ASSETS

Nonperforming assets include nonperforming loans, real estate acquired
through foreclosure and repossessed assets.  Nonperforming loans consist
of loans which are past due with respect to principal or interest more 
than 90 days or have been placed on nonaccrual status.

With the exception of the loans included within nonperforming assets in the
table below, management is not aware of any loans classified for regulatory
purposes as loss, doubtful, substandard, or special mention that have not
been disclosed which(1) represent or result from trends or uncertainties 
which management reasonably expects will materially impact future operating
results, liquidity, or capital resources, or (2) represent any information 
on material credits  which management is aware that causes management to have
serious doubts as to the abilities of such borrowers to comply with the loan
repayment terms.

Nonperforming loans increased approximately $775,000 to $1,887,000 at 
June 30, 1998, from $1,112,000 at December 31, 1997. Nonperforming assets
represented 1.78% of loans, net of unearned income and real estate acquired
through foreclosure at June 30, 1998 as compared to 1.79% at 
December 31, 1997.

3.	IMPACT OF NEW ACCOUNTING STANDARDS

In June 1997, Statement of Financial Accounting Standards No. 131, 
"Disclosures about Segments of an Enterprise and Related Information" 
("SFAS 131") was issued.  SFAS 131 establishes annual and interim reporting 
standards for an enterprise's business segments and related disclosures about
its products, services, geographic areas and major customers.  Adoption of
this statement will not impact the Company's consolidated financial position,
results of operations or cash flows.  The Company will adopt this Statement
in its annual financial statements for the year ending December 31, 1998.

In February 1998, Statement of Financial Accounting Standards No. 132, 
"Employers' Disclosures about Pensions and Other Postretirement Benefits" 
("SFAS 132") was issued. SFAS 132 standardizes the disclosure requirements
 for pensions and other postretirement benefits to the extent practicable,
 requires additional information on changes in the benefit obligations and
 fair values of plan assets that will facilitate financial analysis, and 
eliminates certain disclosures that are no longer useful.  SFAS 132 is effective
for fiscal years beginning after December 15, 1997.  The Statement is not 
expected to have an effect on the Company's financial statements.

In June 1998, Statement of Financial Accounting Standards No. 133, 
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133")
 was issued.  SFAS 133 establishes standards for derivative instruments and 
hedging activities and requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial position and
measure those instruments at fair value.  This statement is effective for 
all fiscal quarters of fiscal years beginning after June 15, 1999.  The 
Statement is not expected to have an effect on the Company's financial
statements.

The table below presents a summary of the Company's nonperforming assets 
at June 30, 1998 and December 31, 1997.

                                                   1998		     1997
                                           (Amounts in thousands, except
                                                  financial ratios)
Nonperforming assets:
   Nonperforming loans:
Nonaccrual loans		                           $	    775     			1,005
Past-due loans				                               1,112          107 
Nonperforming loans	                             1,887     			1,112

Real estate acquired 
through foreclosure		                         	    183			     1,075

Total nonperforming assets                   	$	 2,070			     2,187


Ratios:	
   Nonperforming loans to loans, net of
      unearned income		                      	   1.62%			      .92

Nonperforming assets to loans(net of unearned
 income) and real estate acquired through
   foreclosure		                             		  1.78%			     1.79

Nonperforming assets to 
total assets	                                   1 .09%			      1.18

Allowance for loan losses to
Nonperforming loans		                           85.74%	       157.55 

Allowance for loan losses to
nonperforming assets		                         78.16%			       80.11

Interest income on nonaccrual loans which would have been reported for 
the three and six month periods ended June 30, 1998 totaled approximately 
$19,000 and $43,000.  The Company recorded approximately $22,000 in income 
on these loans for the six month period ended June 30, 1998.

ALLOWANCE FOR LOAN LOSSES

The following table summarizes  loans, changes in the allowance for loans 
losses arising from loans charged off, recoveries on loans previously 
charged off by loan category, and additions to the allowance which have 
been charged to operating expense as of and for the periods ended 
June 30, 1998 and December 31, 1997.

                                                 1998		        1997


Loans, net of unearned income                 $	116,353     		121,414

Average loans, net of unearned
income and the allowance for
loan losses	                           			    $	118,551	     	115,657

Allowance for loans losses at the 
beginning of year	                      			   $	  1,752		       1,806

Loans charged off:
Commercial, financial,
 and agricultural		                                 110 		         68
Real estate- mortgage 		                             35	          169
Installment loans to
 individuals					                                   171		         436
Total loans charged off		                           316		         673

Recoveries of loans previously charged off:
Commercial, financial,
 and agricultural			                                  5		          84
Real estate- mortgage	                               43            85
Installment loans to
 individuals			                                      84		         149
Total loans recovered				                           132   		      318

Net loans charged off 				                          184 		        355

Additions to allowance for loan losses 
 charged to operating expense	                       50  	        301

Allowance for loan losses at 
period end			                           $	        1,618    		   1,752

Ratio of net loans charged off to average 
 loans, net of unearned income and the allowance 
 for loan losses	                           				    .16%		        .31

Allowance for loan losses to loans, net of 
   unearned income	                          				  1.39%		       1.44

     
Credit reviews of the loan portfolio designed to identify potential 
charges to the allowance for  loan losses, as well as to determine the 
adequacy of the allowance for loan losses, are made on a continuous basis 
throughout the year.  These reviews are conducted by management, lending
officers, and independent third parties.  These reviews are also reviewed 
by the Board of Directors, who consider such factors as the financial 
strength of borrowers, the value of applicable collateral, past loan loss 
experience, anticipated loan losses, growth in the loan portfolio, and 
other factors including prevailing and anticipated economic conditions.  
Management believes the allowance for loan losses is adequate at  
June 30, 1998.

A substantial portion of the Company's loan portfolio is secured by real 
estate in the metropolitan Atlanta market. Accordingly, the ultimate 
collectibility of a substantial portion of the Company's loan portfolio 
is susceptible to changes in market conditions in the metropolitan Atlanta
area.

       ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS 


INTRODUCTION

Citizens Bancshares Corporation ( the "Company" ), a one-bank holding 
company, provides a full range of commercial banking services to individual
and corporate customers in metropolitan Atlanta through its wholly owned 
subsidiary, Citizens Trust Bank (the "Bank").  The Bank operates under a 
state charter and serves its customers through ten full service branches.

The following discussion is of the Company's financial condition as of
June 30, 1998 and the changes in the financial condition and results of 
operations for the three and six month periods ended  June 30, 1998 and 1997. 

RESULTS OF OPERATIONS

Net Interest Income:
Net interest income represents the excess of income received on 
interest-earning assets and interest paid on interest-bearing liabilities. 
Net interest income for the three and six month period ended June 30, 1998 
increased approximately $72,000 and $199,000 or 3% and 4%, respectively.  
The combination of higher loan volume, lower rates paid on interest bearing 
liabilities and lower volume and yield on the investment portfolio increased 
the Company's net interest margin to 5.63% for the period ended June 30, 1998
compared to 5.31% in 1997.

Noninterest income:
Noninterest income increased approximately $422,000 or 26% for the three
month period ended June 30, 1998 and approximately $650,000 or 20% for the
six month period ended June 30, 1998 as compared to the same period in 1997.
The increase in noninterest income is due primarily to an increase in 
commission and fees on mortgage loans, of approximately $834,000, as a result
of an increase in the volume of loan closings. 

Noninterest expense:
Noninterest expense decreased approximately $97,000 for the six month period
ended June 30, 1998 as compared to the same period in 1997.  The decrease is 
attributable to a combination of a decrease in salaries and employee benefits
of $298,000 and an increase in occupancy expense of $145,000.  The decrease 
in salaries and employee benefit costs is due to a reduction in staff due to
the merger.

Net earnings:
The Company had net earnings of approximately $445,000 or $0.21 per share and
$949,000 or $0.44 per share for the three and six month period ended 
June 30, 1998 as compared to $102,000 and $225,000 or $0.05 and $0.10 
per share in 1997. The $724,000 increase in net earnings as compared to 1997 
is attributable to an increase in net interest income and noninterest income 
of approximately $199,000 and $650,000 and a decrease in noninterest expense
of approximately $97,000.

LIQUIDITY

Liquidity is a bank's ability to meet deposit withdrawals, while also, 
providing for the credit needs of customers. In the normal course of 
business, the Company's cash flow is generated from interest and fees on 
loans and other interest-earning assets. The Company continues to meet 
liquidity needs primarily through the sale of federal funds and managing 
the maturities of investment securities.  At June 30,1998, approximately 15%
of the investment portfolio matures within the next year, 43% after one year
but before five years.  In addition, interst bearing deposits and federal 
funds sold averaged approximately $10.1 and $3.5 million, respectively
during the six month period ended June 30, 1998.  The Company is 
a member of the Federal Home Loan Bank of Atlanta, the Federal Reserve 
System and maintains relationships with several correspondent banks and, thus, 
could obtain funds on short notice. Company management closely monitors and
maintains appropriate levels of interest-earning assets and interest-bearing
liabilities, so that maturities of assets are such that adequate funds are
provided to meet customer withdrawals and loan demand.

CAPITAL RESOURCES


Quantitive measures established by regulation to ensure capital adequacy 
require the Company to maintain minimum amounts and ratios of total and 
Tier 1 capital to risk weighted assets, and Tier 1 capital to average assets.
As of June 30, 1998, the Company's total and Tier 1 capital to risk weighted
assets and Tier 1 to average assets were 14%, 13% and 9% respectively.  
Management believes, as of  June 30, 1998, that the Company meets all capital
adequacy requirements to which it is subject.

Year 2000 Processing Risk

The Board and management consider the Year 2000 ("Y2K") computer processing
risk to be a very serious risk for the banking and financial services 
industry in particular and for all businesses which depend on computer 
hardware and software to perform the critical functions of their businesses.
In the third quarter of 1997, the Board established a Y2K Policy and Y2K
Compliance Committee.  The Committee is headed by senior management, meets
monthly and regularly reports to the Audit and Compliance Committee of
the Board and to the full Board.

The Company and Bank do not use proprietary computer hardware or software.  
Therefore, they depend upon outsourced data processing services and third 
party software.  Management has identified all mission critical hardware and
software applications and is following the general guidelines promulgated by
the FDIC to assure that all mission critical applications will be renovated
with testing in progress, by December 31, 1998, or contingency plans will be
in the process of implementation.  At this time, the servicing vendors appear
to have completed their assessments and have described to the Bank their
time lines for renovation and testing.  Management has no reason to believe
at this time, that all mission critical applications for the Bank and
Company will not be adequately addressed by our vendor's plans.

Management is currently reviewing all of the Bank's significant commercial 
loan relationships to determine how much Y2K risk may exist in the Bank's 
customer base.  To the extent that such risk is identified, management will 
request such customers to develop their own compliance strategy and will 
require those customers to keep us informed of their progress. The Bank's 
contingency plans for customers who fail to adequately address this risk 
may include but will not be limited to, requiring such customers to
pay off their loans.

The costs of implementing Y2K solutions on mission critical systems have 
not been fully determined as of the date of this report.  The Bank's local 
area computer network was already budgeted for upgrade in 1998 to 
workstations and file-servers that will be Y2K ready.  The budget for 
these upgrades is approximately $500,000. 

PART II.  OTHER INFORMATION

ITEM 1.      LEGAL PROCEEDINGS

The Company is not aware of any material pending legal proceedings to which 
the Company or its subsidiary is a party or to which any of their property 
is subject.

ITEM 2.      CHANGES IN SECURITIES

The Bank is restricted as to dividend payments to the Company by regulatory 
requirements.

ITEM 3.      DEFAULTS UPON SENIOR SECURITIES

                   None

ITEM 4.      SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

The annual shareholders? meeting was held on May 27, 1998 and the following 
individuals were elected to the  Board of Directors Herman J. Russell, 
Gregory T. Baranco, Thomas E. Boland, Bernard H. Bronner, Johnnie L. Clark, 
and James E. Young.   There were 1,380,209 votes for, 3,734.48 against and 
780,121.52 non votes for the election of the above mentioned Board members.
   
ITEM 5.      OTHER INFORMATION

Pursuant to Rule 14a-4(c)(1) promulgated under the Securities Exchange Act 
of 1934, as amended, shareholders desiring to present a proposal for 
consideration at the Company's 1999 Annual Meeting of Shareholders must 
notify the Company in writing at its principal office at 175 John Wesley 
Dobbs Avenue, NE., Atlanta, Georgia 30303 of the contents of such proposal 
no later than March 15, 1999.  Failure to timely submit such a proposal 
will enable the proxies appointed by management to exercise their discretion
voting authority proposal is raised at the Annual Meeting of 
Shareholders without any discussion of the matter in the proxy statement.

ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K

                   None



SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto 
duly authorized.



             CITIZENS BANCSHARES CORPORATION



Date: August 14, 1998             By:	 /s/ James E. Young           
                                       James E. Young 
                                       President and Chief Executive Officer 

Date:   August14, 1998 	          By:  /s/ Willard C. Lewis         
                                      Willard C. Lewis
                                      Senior Executive Vice President and
                                      Chief Operating Officer