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, 1999

(  ) 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 6, 1999.

Part I. Financial Information:

	     		Citizens Bancshares Corporation and Subsidiaries
			          Consolidated Balance Sheets
              (unaudited-amounts in thousands, except per share amounts)




                        ASSETS                       June 30       December 31,
                                                      1999              1998

        Cash and due from banks             $       11,276         $   13,081
        Federal funds sold                             264                553
        Interest bearing deposits                    2,115             11,125
        Investment securities:
           Held to maturity                          8,313             14,314
          Available for sale                        46,003             36,175
          Other investments                          1,004              1,271
                 Total investments                  55,320             51,760

 Loans, net of unearned income                     119,632            118,063
	   Less allowance for loan losses	        					    (1,730)            (1,703)
                Loans, net                         117,902            116,360

        Loans held for sale                            422                406

        Premises and equipment, net                 7,223               5,957
        Cash value of life insurance                4,684               4,030
        Other assets                                5,491               3,555

                  Total assets            $       204,697        $    206,827


	LIABILITIES AND STOCKHOLDERS' EQUITY

	Liabilities:
	Deposits:
             Noninterest-bearing          $       50,006        $      49,612
             Interest-bearing                    131,590              135,060
                      Total deposits             181,596              184,672

        Other borrowed funds                       2,319                1,428
        Accrued expenses and other liabilities     2,573                2,198
                      Total liabilities          186,488              188,298

	Stockholders' 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
        Retained earnings                          10,231               9,606
        Accumulated other comprehensive income       (360)                585

                  Total stockholders' equity       18,209              18,529
 Total liabilities and stockholders'equity      $ 204,697        $    206,827



Citizens Bancshares Corporation and Subsidiaries
Consolidated Statements of Income and Comprehensive Income(loss)
(unaudited-amounts in thousands)


													                               Three  Months         Six Months
                                            Ended June 30,     Ended June 30,
                                            1999      1998      1999     1998



INTEREST INCOME:
<TABLE>
  <S>  <C>         <S>                <C>      <C>       <C>       <C>  <C>
  Loans, including fees               $ 2,944  $  2,849  $ 5,855   $    5,715
  Investment securities:
                Taxable                   727       477    1,364          962
                Tax-exempt                113        66      225          124
  Interest bearing deposits                67       196      192          301
  Federal funds sold                        6        32       12           82
            Total interest income       3,857     3,620    7,648        7,184

INTEREST EXPENSE:
  Deposits                              1,264    1,268     2,552        2,477
  Other borrowed funds                     46       32        77           56
            Total interest expense      1,310    1,300     2,629        2,533

            Net interest income         2,547    2,320     5,019        4,651

  Provision for loan losses                75       50       137          50
	    Net interest income after
             provision for loan losses   2,472    2,270     4,882        4,601

NONINTEREST INCOME:
  Service charges on deposit accounts     874     1,043    1,805        1,984
  Commission and fees                     927       777    1,774        1,370
  Other operating income                  258       199      610          482
            Total noninterest income    2,059     2,019    4,189        3,836

NONINTEREST EXPENSE:
  Salaries and employee benefits        1,910     1,809    3,743        3,619
  Net occupancy and equipment             560       652    1,208        1,296
  Other operating expenses              1,468     1,271    2,762        2,227
    Total other noninterest expense     3,938     3,732    7,713        7,142

         Income before income taxes       593       557    1,358        1,295

    Income tax expense                    188       112      408          346

            Net income           $        405    $  445    $ 950      $   949


    Other comprehensive income (loss),
        net of taxes                     (687)   $ (34)   $(945)     $   (41)

    Comprehensive income (loss)   $       282    $  411    $   5      $   908

    Net income per common share,
           basic and diluted      $     0.19     $  0.21    0.44       $ 0.44

    Weighted average outstanding shares,
    basic and diluted                  2,164      2,164     2,164       2,164
</TABLE>


Citizens Bancshares Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(unaudited-amounts in thousands)


                                                                  Six Months
                                                                Ended June 30,
                                                                1999      1998

Cash flows from operating activities:
   Net income                                             $    950    $  949
   Adjustments to reconcile net income
     to net cash (used in) provided by operating activities:
       Provision for loan losses                               137        50
       Depreciation and amortization                           574       568
       Amortization (accretion), net                             4       (17)
       Gain on investments                                      (7)      (11)
       Loss on sale of assets                                   18         -
       Net change in loans held for sale                       (16)      197
       Increase in other assets                             (2,184)     (681)
       Increase (decrease) in accrued expenses
           and other liabilities                               375       (38)


 Net cash (used in) provided by operating activities          (149)     1,017

Cash flows from investing activities:
   Proceeds from maturities of investment securities
               held to maturity                              5,998      4,725
   Proceeds from maturities of investment securities
            available for sale                               5,619      6,595
   Purchases of investment securities held to maturity           -         -
   Purchases of investment securities available for sale   (16,254)   (13,208)
   Net decrease in other investments                           267        729
   Net  (increase) decrease in loans                        (1,679)     4,937
   Increase in cash surrender value                           (654)      (389)
   Purchases of premises and equipment                      (1,840)      (955)
   Net change in interest bearing deposit                    9,010     (9,601)
   Net change in federal funds sold                            289        936
   Proceeds from sale of real estate acquired through
         foreclosure                                            97        785

     Net cash provided by (used in) investing activities       853     (5,446)

Cash flows from financing activities:
   Net increase in demand deposits                             394      4,329
   Net (decrease) increase in time and savings deposits     (3,470)     1,139
   Net increase (decrease) in other borrowed funds             892       (816)
   Principal payment on long-term debt                          -        (585)
   Dividends paid                                             (325)        -

    Net cash (used in) provided by financing activities     (2,509)     4,067

      Net change in cash and due from banks                 (1,805)      (362)

Cash and due from banks at beginning of period              13,081     10,637

Cash and due from banks at end of period                $   11,276     10,275

Supplemental disclosures of cash paid during the period for:
   Interest                                              $   2,451    $ 2,646

   Income taxes                                          $     445        440

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




        CITIZENS BANCSHARES CORPORATION AND SUBSIDIARIES
         Notes to the Consolidated Financial Statements
                     June 30, 1999 and 1998
                           (unaudited)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Citizens  Bancshares Corporation and subsidiaries (the "Company")
is  a  holding  company that provides a full range of  commercial
banking  and  mortgage  brokerage  services  to  individual   and
corporate  customers in metropolitan Atlanta through  its  wholly
owned subsidiaries, Citizens Trust Bank (the "Bank") and Citizens
Trust  Bank  Mortgage Services, Inc. ("Mortgage  Services").  The
Bank  operates under a state charter and serves its customers  in
metropolitan   Atlanta   through   ten   full-service   branches.
Effective  January 30, 1998, the Company consummated  its  merger
with First Southern  Bancshares, Inc. and subsidiaries.

The  accompanying  consolidated financial  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.
In preparing the consolidated financial statements, management is
required  to  make  estimates  and assumptions  that  affect  the
reported   amounts  in  the  consolidated  financial  statements.
Actual  results could differ significantly from those  estimates.
Material  estimates  common  to the  banking  industry  that  are
particularly susceptible to significant change in the  near  term
are  the  allowance  for  loan losses  and  valuation  allowances
associated  with the recognition of deferred tax  assets.   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.

The  consolidated  financial statements  of  Citizens  Bancshares
Corporation  and Subsidiaries ( the "Company" ) as  of  June  30,
1999  and  for  the three and six month periods ended June 30,1999
and  1998  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
and six  month  periods have  been  included.
All adjustments are of a normal  recurring
nature.   All  significant intercompany accounts and transactions
have been eliminated in consolidation.

ACCOUNTING POLICIES

Reference  is  made  to the accounting policies  of  the  Company
described  in the notes to the consolidated financial  statements
contained in the Company's Annual Report on Form 10-KSB  for  the
year  ended  December 31, 1998.  The Company has  followed  those
policies in preparing this report.

COMMON STOCK

The par value of the Company's common stock is $1, and 5,000,000
shares are authorized. The amount of dividends paid by the Bank
to the Company is limited by various banking regulatory agencies.
The Georgia Department of Banking and Finance requires prior
approval for a bank to pay dividends in excess of 50% of its
prior year's earnings.  The amount of dividends available from
the Bank without prior approval from the regulators for payment
in 1999 is approximately $799,000.

On March 15, 1999, the Company paid a cash dividends of
approximately $325,000 or $0.15 per share to shareholders on
record as of December 15, 1998.

NET INCOME PER SHARE

Basic net income per common share (EPS) is computed based on  net
income  divided  by the weighted average number of  common  share
equivalents  outstanding.  Diluted EPS is computed based  on  net
income  divided  by  the weighted average number  of  common  and
potential  common shares.  The only potential common  shares  are
those  related  to  stock  options; however,  such  options  were
antidilutive, so diluted EPS is the same as basic EPS.

IMPACT OF NEW ACCOUNTING STANDARD

In  June  1998, the Financial Accounting Standards  Board  issued
Statement  of  Financial Accounting Standard  ("SFAS")  No.  133,
Accounting  for  Derivative Instruments and  Hedging  Activities,
which  will require that all derivative financial instruments  be
recognized as either assets or liabilities on the balance  sheet.
SFAS  No. 133 will be effective for the Company's first
quarter  of 2001.  The Company is evaluating the effects  of  the
new statement.

RECLASSIFICATIONS

Certain  1998  amounts have been reclassified to conform  to  the
1999 presentation.
ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS


                          INTRODUCTION

Citizens Bancshares Corporation (the "Company") is a holding
company that wholly owns two subsidiaries, Citizens Trust Bank
(the "Bank") and Citizens Trust Bank Mortgage Services, Inc.
("Mortgage Services").  The Company, through the Bank and
Mortgage Services, provides a full range of commercial banking
and mortgage brokerage services to individuals and corporate
customers in its primary market area , metropolitan Atlanta. The
Bank is a member of the Federal Reserve System and operates under
a state charter. The Company serves its customers through ten
full-service bank branches and the mortgage company headquarters.

The  following discussion is of the Company's financial condition
as  of  June 30, 1999 and the changes in the financial  condition
and  results of operations for the three and six month periods ended
June 30, 1999 and 1998.

                       FINANCIAL CONDITION

  During  the  second  quarter of 1999, the Company's interest
bearing  deposits deceased $9,010,000 or 81.0% and federal  funds
sold  deceased  $289,000 or 52.3%.  These decreases  in  interest
bearing deposits and federal funds sold are partially offset by a
$3,560,000  increase in investment securities  and  a  $1,569,000
increase  in  loans, net of unearned interest.  Also  during  the
second  quarter, the Company purchased its West Peachtree  Street
office  for  approximately $1,400,000 from  the  Federal  Deposit
Insurance Corporation as the culmination of a five-year lease
agreement.
In 1994, CBC's Bank subsidiary purchased deposits and loans from the
Resolution Trust Corporation along with an option to purchase the
building   at  the  end  of  a  five-year  lease.   The  Company,
recognizing the value of Midtown Atlanta property, exercised this
option.  As  a  result, the Company's net fixed assets  increased
approximately $1.3 million in the second quarter.


INVESTMENT SECURITIES

The  Company  invests a portion of its assets  in  U.S.  treasury
bills  and  notes,  U.S. government sponsored agency  securities,
mortgage backed bonds, as well as, some equity securities.  Other
investments  includes Federal Home Loan Bank  stock  and  Federal
Reserve Bank stock.  At June 30, 1999 and December 31, 1998,  the
Company's    investment    securities    portfolio    represented
approximately 27.0% and 25.0% of total assets, respectively.  The
carrying   value  of  the  investment  portfolio   increased   by
$3,560,000 or 6.9% for the six month period ending June 30, 1999.

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 impaired loans is recognized on the cash basis.

At  June  30,  1999, the recorded investment in  loans  that  are
considered  to  be  impaired  was  approximately  $2,116,000,   a
decrease  of  $1,282,000 from December  31,  1998.   The  related
allowance   for  loan  losses  for  each  of  these   loans   was
approximately $425,000 and $568,000, respectively.  For  the  six
months  ended June 30, 1999, the Company recognized approximately
$57,000  in interest income on these impaired loans on an accrual
basis.

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  decreased  approximately  $865,000   to
$1,288,000 at June 30, 1999 from $2,153,000 at December 31, 1998.
Nonperforming assets represented 1.10% of loans, net of  unearned
income  and real estate acquired through foreclosure at June  30,
1999 as compared to 1.95% at December 31, 1998.

The table below presents a summary of the Company's nonperforming
assets at June 30, 1999 and December 31, 1998.

                                                1999                1998
                                           (Amounts in thousands, except
                                                 financial ratios)
Nonperforming assets:
   Nonperforming loans:
     Nonaccrual loans                        $  1,147            $ 1,683
     Past-due loans                               141                470
        Nonperforming loans                     1,288              2,153

 Real  estate  acquired through  foreclosure       32                147
          Total   nonperforming  assets      $  1,320           $  2,300

Ratios:
   Nonperforming loans to loans, net of
      unearned income                           1.08%              1.82%

  Nonperforming assets to loans (net of unearned
     income) and real estate acquired through
     foreclosure                                1.10%               1.95%

  Nonperforming assets to total assets          0.65%               1.11%

 Allowance for loan losses to
   nonperforming loans                         134.30%             79.10%

  Allowance for loan losses to
     nonperforming assets                      131.06%             74.04%


Interest  income  on  nonaccrual  loans  which  would  have  been
reported  for the six months ended June 30, 1999 totaled
approximately $2,000.


ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses is based on management's evaluation
of the loan portfolio under current economic conditions,
historical loan loss experience, adequacy of collateral, and such
other factors which, in management's judgment, deserve
recognition in estimating loan losses. The Company's process for
determining an appropriate allowance for loan losses includes
management's judgement and use of estimates.  A general reserve
of .5% is applied to the portion of the loan portfolio that is
non-criticized.  A specific reserve is applied to all criticized
loans using a percentage formula related to the degree of
impairment based on the standard industry and regulatory grading
systems as follows: 2.5% for loans graded "Special Mention", 15%
for loans graded "Substandard", 50% for loans graded "Doubtful",
and 100% for loans graded "Loss".  For the six months ended June
30, 1999 and the year ended December 31, 1998, the allocation of
the allowance for loan losses was expanded to include a component
for potential loan losses relating to Year 2000.

The aggregate of these reserves plus specific allowances as
needed is compared to the actual reserve to determine the
adequacy of the allowance for credit losses.  The adequacy of the
allowance for loan losses is reviewed on a monthly basis by
management and the Board of Directors.  This assessment is made
in the context of historical losses as well as existing economic
conditions, performance trends within specific portfolio segments
and individual concentrations of credit.

Additions to the allowance for loan losses are made by monthly
charges to the provision for loan losses.  The level of the
provision for loan losses is established annually based on
historical net charge-offs, projected growth of the loan
portfolio and economic conditions.

Loans are charged against the allowance when, in the opinion of
management, such loans are deemed to be uncollectible and
subsequent recoveries are added to the allowance.

Management believes the allowance for loan losses is adequate.
While management uses available information to recognize losses
on loans, future additions to the allowance may be necessary
based on changes in economic conditions, particularly in the
metropolitan Atlanta area. In addition, regulatory agencies, as
an integral part of their examination process, periodically
review the Company's allowance for loan losses. Such agencies may
require the Company to recognize additions to the allowance based
on their judgments about information available to them at the
time of their examination.

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.  The Company's loans
to area churches was approximately $35.9 million at June 30, 1999
compared to $36.7 at December 31, 1998 which is generally secured
by  real estate.  The accounting loss the Company would incur  if
any  party  to  the  financial instrument  failed  completely  to
perform according to the terms of the contract and the collateral
proved to be of no value, is equal to the outstanding balance  of
the financial instrument.

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, 1999 and December 31, 1998.

                                                          1999           1998
                                                 (Amounts in thousands, except
                                                         financial ratios)
         Loans,  net of unearned income                 $119,632       $118,063

Average loans, net of unearned income and the
  allowance  for  loan  losses                          $116,666      $118,484

Allowance for loans losses at the
     beginning of year                                $    1,703   $     1,752

Loans charged off:
 Commercial, financial and agricultural                       71           145
 Real estate - loan                                          118            85
 Installment loans to individuals                            107           215
     Total  loans  charged  off                              296           445

Recoveries of loans previously charged off:
  Commercial, financial, and agricultural                      -            21
  Real estate -  loan                                        111            69
  Installment loans to individuals                            75           131
     Total   loans  recovered                                186           221

     Net  loans  charged  off                                110           224

Additions to allowance for loan losses
  charged  to  operating  expense                            137           175

Allowance  for loan losses at period  end                 $1,730     $   1,703

Ratio of net loans charged off to average loans, net of
  unearned income and the allowance  for  loan losses       0.09%         0.19%

Allowance for loan losses to loans, net of
   unearned income                                          1.45%         1.44%


DEPOSITS

Total  deposits deceased $3,076,000 or 1.67% for  the  six  month
period.  Noninterest bearing deposits increased $394,000 or 0.8%,
while  interest-bearing liabilities decreased $3,470,000 or 2.6%.
The  decrease  in interest-bearing deposits is primarily  due  to
interest sensitive customers shifting their funds out of the Bank
as   they  look  for  higher  yields  in  a  low  interest   rate
environment.



                      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 six month period ended
June 30, 1999 increased $368,000 to $5,019,000 compared
to $4,651,000  for  the six month period ended June 30, 1998.
For the three month period
ended  June  30, 1999, net interest income increased $227,000  or
9.78% compared to the same period last year.  The combination  of
reducing  nonaccrual loans by $536,000 and higher volume  in  the
investment  portfolio and commercial loans which  pays  a  higher
yield   then  fed  funds  sold  and  interest  bearing   deposits
contributed to these results.  Also, lower rates paid on interest
bearing  liabilities help to increased the Company's net interest
margin  to  5.71% for the six month period ended June 30, 1999
compared  to 5.63% in the six month period ended June 30, 1998.

Noninterest income:
Noninterest income increased approximately $353,000 or 9.20% for
the  six month period ended June 30, 1999 as compared to the same
period in 1998.  For the three month period ended June 30,  1999,
noninterest  income increased $40,000 or 1.98% compared  to  the
same  period  in  1998.   The increase in noninterest  income  is
primarily  due to an increase in commission and fees on  mortgage
loans  of  approximately $404,000 or 29.49%  for  the  six  month
period  ended  June 30, 1999 and $150,000 or 19.31% for the second
quarter as a result of increase  volume  in loan closings.

Noninterest expense:
Noninterest  expense increased approximately  $571,000  or  7.99%
during  the  six month period as compared to the same  period  in
1998.   The  increase  is attributable to a combination  of  data
processing costs, professional services and costs associated  with
the  increased  mortgage  loan  volume.   Data  processing  costs
increased  approximately $172,000 due to growth in the  Company's
deposit  base and having the information systems area  outsource.
For the same period in 1998 data processing was handled in-house.
Noninterest expense for the three months ended June 30, 1999,
increased by $206,000 or 5.5% compared to the same period in 1998.
The increase is attributable to a combination of data processing costs,
professional services and cost associated with the increased mortgage
loan volume.

Net income:
The Company had net income of approximately $950,000 or $0.44 per
share  during  the  six months ended June 30, 1999  as  compared  to
$949,000 or $0.44 per share in 1998.  The slight increase in net
income as compared to 1998 is attributable to an increase in  net
interest  income and noninterest income of approximately $368,000
and  $353,000,  respectively, which is  partially  offset  by  an
increase in noninterest expense of $571,000and an increase in the
provision for loan losses of $87,000. The Company had net income
of approximately $405,000 or $0.19 per share during the second quarter
of 1999 as compared to $445,000 or $0.21 per share during the same
period in 1998.  The decrease is due to an increase in noninterest
expense of $206,000 and an increase in tax expense of $76,000 which
is partially offset by an increase in net interest income of $202,000
and an increase in noninterest income of $40,000.


                             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
interest   bearing  deposits  and  managing  the  maturities   of
investment securities.  At June 30, 1999, approximately 4% of the
investment portfolio mature within the next year, 33%  after  one
year  but  before  five  years.  In  addition,  interest  bearing
deposits averaged approximately $8.4 million during the six month
period  ended  June 30, 1999.  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


Quantitative 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,  1999,  the
Company's  total and Tier 1 capital to risk weighted  assets  and
Tier  1  to  average  assets were 14%, 13% and 10%  respectively.
Management believes, as of June 30, 1999, 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.  Y2K computer processing
risk is defined as the risk associated with computer hardware  or
software  that fails to process data or to operate in the  manner
for  it  was designed as a result of century date changes.   This
risk encompasses hardware and software owned, leased, licensed or
otherwise  used  by  the  Company or by vendors  upon  which  the
Company  depends for mission-critical functions or  by  customers
with  which the Company have a material relationship.   In  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 outsource 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 or contingency plans 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 vendors' plans.

The  Bank's core processing, which maintains all customer  record
keeping  and financial management information systems, is handled
by Alltel Information Services (Alltel), an international company
which  provides application software and outsourcing services  to
financial  services, mortgage, telecommunication and health  care
industries,  serving more that 1,100 companies in  45  countries.
Alltel  started testing its program renovations in  the  fall  of
1998 and the majority of the testing has been completed.

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.  Management's current  plans
are  to  help the Bank's customers understand the risks involved,
to  share  the Bank's strategies and to encourage those customers
to  satisfy their compliance requirements on time lines that  are
consistent  with  those of the Bank.  The Bank's loan  agreements
and  credit  review processes are being modified to address  this
risk.   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 ensure that workstations and file-
servers  will  be Y2K ready.  These upgrades and  Y2K  consultant
services costed approximately $360,000 in 1998.  As of June 1999,
the  Company has spent approximately $55,000 related to Y2K  cost
in  1999  and  expects any additional Y2K costs, if  any,  to  be
minimal.

As  part  of its normal business practices, the Company maintains
contingency plans in the event of emergency situations,  some  of
which  could  arise from Y2K related problems.  The  Company  has
formulated  a  detailed  Y2K  contingency  plan,  which  assesses
several  possible scenarios to which the Company may be  required
to  react.  However, the Company believes that it is not possible
to  know  with  complete certainty all Y2K  problems  that  could
affect the Company.

The  most reasonable likely worse case Y2K scenario would be  one
in  which electrical service or phone service is disrupted for an
extended  period of time.  As noted above, the Company's computer
hardware and software, its commercial customer risk and its third
party  vendors/supplier risk is progressing as planned.  However,
the  Company cannot accurately predict how many failures  related
to  the  Y2K problem will occur with its suppliers, customers  or
other  third  parties  or  the severity,  duration  or  financial
consequences  of such failures.  As a result, it is possible  the
Company could suffer the following consequences:

  A  number  of operational inconveniences and inefficiencies
for the Company, its service providers or its customers that may
divert the Company's time and attention and financial and human
resources from its ordinary business activities.
System malfunctions that may require significant efforts by
the Company, its service providers or its customers to prevent or
alleviate material business disruptions.
Even  if  the  Company  does  not  incur  significant  costs   in
connection  with  responding  to Y2K  issues,  there  can  be  no
assurance  that the failure or delay of the Company's  customers,
vendors or other third parties in addressing these issues or  the
costs  involved in such process will not have a material  adverse
effect on the Company's business, financial condition and results
of operations.
The   foregoing   are   forward-looking   statements   reflecting
management's  current assessments and estimates with  respect  to
the Company's Y2K compliance efforts and the impact of Y2K issues
on  the Company's business and operations.  Various factors could
cause  actual plans and results to differ materially  from  those
contemplated  by  such assessments, estimates and forward-looking
statements, many of which are beyond the control of the  Company.
Some   of  these  factors  include,  but  are  not  limited   to,
representations   by   the  Company's  vendors   and   customers,
technological  advances,  economic  considerations  and  consumer
perceptions.   The Y2K compliance program is an  ongoing  process
involving  continual evaluation and may be subject to  change  in
response to new developments.
The  Company  has also been subject to regulatory review  of  its
overall Year 2000 plan and will continue to be monitored  by  its
regulators for its progress.

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

           None

ITEM 5.      OTHER INFORMATION

                   None

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 10 1999        By:   /s/ James E. Young
                              James E. Young
                              President   and   Chief   Executive
                              Officer

Date:   August 10, 1999       By:   /s/ Willard C. Lewis
                              Willard C. Lewis
                              Senior Executive Vice President and
                              Chief Operating Officer

Date:   August 10, 1999       By:   /s/ Samuel J. Cox
                              Samuel J. Cox
                              Senior  Vice  President  and  Chief
                                   Financial Officer