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   March 31, 1997

 (  ) 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: 
          1,329,684 shares of Common Stock, $1.00 par value, outstanding on
          May 1, 1997.

<TABLE>
<CAPTION>
Part I. Financial Information:
                      Citizens Bancshares Corporation and Subsidiary
                            Consolidated Balance Sheets
                            March 31, 1997 and December 31, 1996
                (unaudited-amounts in thousands, except per share amounts)

                      ASSETS
                                                         1997         1996

     <S>                                          <C>   <C>          <C>
     Cash and due from banks                      $     7,209        8,968
     Federal funds sold                                 3,000       10,200
     Investment securities: 
       Held to maturity                                24,223       26,072
       Available for sale                              17,620       13,269
              Total investments                        41,843       39,341

     Loans, net of unearned income                     81,019       82,408
        Less allowance for loan losses                  1,449        1,441
              Loans, net                               79,570       80,967

     Premises and equipment, net                        2,753        2,891
     Other assets                                       2,945        2,511

               Total assets                       $   137,320      144,878


     LIABILITIES AND SHAREHOLDERS' EQUITY

     Liabilities:
     Deposits:
          Noninterest-bearing                     $    36,026       46,328
          Interest-bearing                             89,318       86,560
                   Total deposits                     125,344      132,888

     Treasury, tax and loan account                       262          116
     Long-term debt                                       720          765
     Other liabilities                                  1,091        1,147
                   Total liabilities                  127,417      134,916

     Shareholders' equity:
     Common stock-$1 par value.  Authorized 
         5,000,000 shares; issued and outstanding
        1,329,684 shares                                1,330        1,330
     Additional Paid-In Capital                         1,470        1,470
     Unrealized loss on available for sale securities    (144)         (31)
     Retained earnings                                  7,247        7,193
               Total shareholders' equity               9,903        9,962
          
     Total liabilities and shareholders'
             equity                               $   137,320      144,878

See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
<CAPTION>
                      Citizens Bancshares Corporation and Subsidiary
                           Consolidated Statements of Earnings
                (unaudited-amounts in thousands, except per share amounts)

                                                           Three  Months
                                                         Ended March  31,
                                                         1997         1996

       <S>                                       <C>   <C>          <C>
       INTEREST INCOME:
       Loans, including fees                      $     1,765        1,588
       Investment securities:
             Taxable                                      653          656
             Tax-exempt                                    18           22
       Federal funds sold                                  82          133
                 Total interest income                  2,518        2,399

     INTEREST EXPENSE:
       Deposits                                           823          703
       Treasury tax, and loan account                       1            2
       Long-term debt                                      16           13
                 Total interest expense                   840          718

                 Net interest income                    1,678        1,681

       Provision for loan losses                        -            -
          Net interest income after provision for
                 loan losses                            1,678        1,681

     NONINTEREST INCOME:
       Service charges on deposit accounts                812          931
       Other operating income                             134          129
                 Total noninterest income                 946        1,060

     NONINTEREST EXPENSE:
       Salaries and employee benefits                   1,447        1,238
       Net occupancy and equipment                        409          498
       Other operating expenses                           678          666
                 Total other expense                    2,534        2,402

                 Earnings before income taxes              90          339

         Income tax expense                                36           72

                 Net earnings                     $        54          267


         Net earnings per common share            $      0.04         0.20

         Average outstanding shares                     1,330        1,330


See accompanying notes to consolidated financial statements.
</TABLE>

<TABLE>
<CAPTION>
                         Citizens Bancshares Corporation and Subsidiary
                              Consolidated Statements of Cash Flows
                          Three months ended March 31, 1997 and 1996
                 (unaudited-amounts in thousands, except per share amounts)

                                                           1997        1996

<S>                                                  <C>      <C>        <C>
Cash flows from operating activities:
Net earnings                                         $        54         267
Adjustments to reconcile net earnings
 to net cash provided by operating activities:
  Depreciation and amortization                              187         149
  Amortization  (accretion), net                               3           8
  Accretion (amortization) of deferred loan fees              10         (25)
  Increase in other assets                                  (391)       (170)
  Decrease in accrued expenses and other liabilities         (55)       (161)

 Net cash (used) provided by operating activities           (192)         68

Cash flows from investing activities:
 Proceeds from maturities of investment securities 
   held to maturity                                        1,855       6,008
 Proceeds from maturities of investment securities 
   available for sale                                      1,587         500
 Purchases of investment securities held to maturity       -          (6,500)
 Purchases of investment securities available for sale    (6,117)     (3,999)
 Net  decrease (increase) in loans                         1,400      (1,275)
 Purchases of premises and equipment                         (49)       (580)
 Proceeds from sale of real estate acquired through
   foreclosure                                             -              54

 Net cash used by investing activities                     (1,324)     (5,792)

Cash flows from financing activities:
 Net (decrease) increase in demand deposits and 
   savings accounts                                       (10,302)      1,592
 Net increase in time deposits                              2,758       7,226
 Principal payment on long-term debt                          (45)       -
 Net increase  in treasury, tax and loan account              146         292

 Net cash (used) provided by  financing activities         (7,443)      9,110

 Net (decrease) increase in cash and cash equivalents      (8,959)      3,386

 Cash and cash equivalents at beginning of period          19,168      14,015

 Cash and cash equivalents at end of period           $    10,209      17,401

 Supplemental disclosures of cash paid during the period for:
        Interest                                      $       857         719

        Income taxes                                  $     -             159

 Supplemental disclosures of noncash transactions:
        Real estate acquired through foreclosure      $     -              14


See accompanying notes to consolidated financial statements.
</TABLE>

                     CITIZENS BANCSHARES CORPORATION AND SUBSIDIARY
                    Notes to the Consolidated Financial Statements 
                                March 31, 1997 and 1996 
                                      (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.

          The consolidated financial statements include the accounts of the
          Company  and  its  wholly owned subsidiary, Citizens Trust Bank 
          (the  "Bank" ).   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 Subsidiary ( the "Company" ) as of March 31, 1997
          and  for  the  three  months  ended  March  31,1997  and 1996 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        

          During  1997, the Financial Accounting Standards Board has issued
          Statement  of  Financial  Accounting Standards No. 128,  Earnings
          Per Share  (SFAS 128).  SFAS 128 supersedes APB Opinion 15.  SFAS
          128  simplifies current standards by eliminating the presentation
          of primary EPS and requiring the presentation of basic EPS, which
          includes  no  potential  common shares and thus no dilution.  The
          Statement  also requires entities with complex capital structures
          to  present  basic  and  diluted  EPS  on  the face of the income
          statement  and also eliminates the modified treasury stock method
          of computing potential common shares.  The Statement is effective
          for financial statements issued for periods ending after December
          15,  1997,  including  interim periods.  Early application is not
          permitted.  On adoption, restatement of all prior-period EPS data
          presented  is required.  Based upon the current capital structure
          of  the  Company,  this  Statement  should  have no effect on the
          present EPS calculation.

          SERVICING RIGHTS  

          The  Financial  Accounting  Standards Board(FASB) has issued SFAS
          No.  125,    Accounting  for Transfers and Servicing of Financial
          Assets  and  Extinguishment  of  Liabilities   which requires the
          Company  to  make  certain  disclosures  regarding  its servicing
          assets and liabilities, and may also affect the classification of
          certain servicing assets and liabilities.
          SFAS  125  is  effective for transfers and servicing of financial
          assets and extinguishment of liabilities occurring after December
          31, 1996.
           
          On  January  1,  1997, the Company adopted the provisions of SFAS
          No.  125  which  had  no    material  impact  on the consolidated
          financial statements.

          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
          p l a ced  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  March  31,  1997,  the  recorded investment in loans that are
          considered  to  be  impaired    was  approximately  $2,581,000 an
          i n c r ease  of  $622,000  from  December  31,  1996  (of  which
          approximately  $1,955,000 and $1,286,000, respectively, were on a
          nonaccrual  basis).    The  related allowance for loan losses for
          each  of  these  loans  was  approximately $393,000 and $302,000,
          respectively.      For the Three months ended March 31, 1997, the
          Company  recognized  approximately  $14,000 in interest income on
          these impaired loans on an accrual basis.

          NONPERFORMING ASSETS 

          Nonperforming  assets  include  nonperforming  loans, real estate
          a c q uired   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   $652,000   to
          $2,017,000  at  March  31,  1997, from $1,365,000 at December 31,
          1996.     Real  estate  acquired  through  foreclosure  decreased
          approximately  $6,000 or 10% from $63,000 at December 31, 1996 to
          $57,000  at  March  31,  1997.   Nonperforming assets represented
          2.56%  of  loans, net of unearned income and real estate acquired
          through  foreclosure  at  March  31, 1997 as compared to 1.73% at
          December 31, 1996.

          The  table  below  presents a summary of the Company's
          nonperforming assets at March 31, 1997 and December 31, 1996.

<TABLE>
<CAPTION>
                                                 1997              1996
                                             (Amounts in thousands, except
                                              financial ratios)
    <S>                                    <C>   <C>                <C>
Nonperforming assets:
  Nonperforming loans:
    Nonaccrual loans                       $     1,955              1,286
    Past-due loans                                  62                 79 
       Nonperforming loans                       2,017              1,365 

Real estate acquired through foreclosure            57                 63 
    Total nonperforming assets             $     2,074              1,428 


Ratios:   
  Nonperforming loans to loans, net of
   unearned income                                2.49%              1.66 

  Nonperforming assets to loans(net of
   unearned income) and real estate 
   acquired through foreclosure                   2.56%              1.73 

  Nonperforming assets to total assets           1 .51%               .99   

  Allowance for loan losses to
   nonperforming loans                           71.84%            105.57 

  Allowance for loan losses to
   nonperforming assets                          69.86%            100.91  

</TABLE>

          Interest  income  on  nonaccrual  loans  which  would  have  been
          reported  for  the  three  months  ended  March  31, 1997 totaled
          approximately  $65,000. The Company recorded approximately
          $41,000  in  interest income on these loans  for the three months
          period.

<TABLE>
<CAPTION>
          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 March 31, 1997 and December 31, 1996.

                                                     1997         1996   

          <S>                                <C>  <C>            <C>
          Loans, net of unearned income       $    81,019         82,408

          Average loans, net of unearned income
          and the allowance for loan losses   $    79,311         73,576  

          Allowance for loans losses at the 
               beginning of year              $     1,441          1,566

          Loans charged off:
           Commercial, financial, and
             agricultural                               3            111
           Real estate- mortgage                       44            237
           Installment loans to individuals            49             76  
            Total loans charged off                    96            424 

          Recoveries of loans previously charged off:
           Commercial, financial, and agricultural      5             38
           Real estate- mortgage                       55            104
           Installment loans to individuals            44             92
             Total loans recovered                    104            234 

             Net loans (recovered) charged off         (8)           190

          Additions to allowance for loan losses 
               charged to operating expense            -              65

          Allowance for loan losses at period end $  1,449         1,441 

          Ratio of net loans (recovered) charged
           off to average loans, net of unearned 
           income and the allowance for loan
           losses                                    (.01)%          .26

         Allowance for loan losses to loans, 
          net of unearned income                      1.79%         1.75 
</TABLE>
               
          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 March 31, 1997.

          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 eight full service branches.

          The  following discussion is of the Company's financial condition
          as  of  March 31, 1997 and the changes in the financial condition
          and results of operations for the three month periods ended March
          31, 1997 and 1996. 

                                 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 first quarter 1997
          remained stable  compared to the three month period of 1996.  The
          combination  of higher rates paid on interest bearing liabilities
          and  lower volume and yield on the investment portfolio decreased
          the  Company's net interest margin to 5.34% for the first quarter
          1997 compared to 5.65% in 1996.

          Noninterest income:  
          Noninterest  income  decreased  approximately $114,000 or 11% for
          the  three  month  period ended March 31, 1997 as compared to the
          same  period  in 1996.  The decrease in noninterest income is due
          primarily  to  a decrease in service charges on deposit accounts,
          of  approximately  $119,000  or 13%, as a result of a decrease in
          the volume of transactions. 

          Noninterest expense:    
          Noninterest expense increased approximately $132,000 or 6% during
          the  three  month  period as compared to the same period in 1996.
          The  increase  is attributable to a combination of an increase in
          salaries  and  employee  benefits  of  $209,000 and a decrease in
          occupancy  expense    of  $90,000.   The increase in salaries and
          employee  benefit  costs  is  due  to  new  hires , normal salary
          adjustments  and  increased  employee  benefits.  The decrease in
          occupancy  expense  is  due  to  the  lease of computer equipment
          during the first quarter of 1996. 

          Net earnings:  
          The  Company  had  net earnings of approximately $54,000 or $0.04
          per  share  during  the  first  quarter ended 1997 as compared to
          $267,000  or  $0.20  per  share  in  1996.  The   $213,000 or 80%
          decrease in net earnings as compared to 1996 is attributable to a
          combination  of  stable net interest income, $114,000 decrease in
          noninterest  income  and  an   increase in noninterest expense of
          approximately $132,000.

                                      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
          s e curities.    At  March  31,1997,  approximately  14%  of  the
          investment  portfolio matures within the next year, 77% after one
          year  but  before  five  years.   In addition, federal funds sold
          averaged approximately $6.3 million during the three month period
          ended March 31, 1997. 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
          s u c h  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 March 31, 1997, the
          Company  s  total  and Tier 1 capital to risk weighted assets and
          Tier  1  to  average  assets  were  13%, 11% and 7% respectively.
          Management believes, as of March 31, 1997, that the Company meets
          all capital adequacy requirements to which it is subject.

          PART II.  OTHER INFORMATION

          ITEM 1.      LEGAL PROCEEDINGS  

          T h e  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 April 30, 1997 and
          the following individuals were elected to the  Board of Directors
          Herman  J. Russell, William L. Gibbs, William G. Anderson, Thomas
          E.  Boland,  Johnnie  L.  Clark,  Norris  L.  Connally, H. Jerome
          Russell, R. K. Sehgal and Odie C. Donald.   There were 804,552.09
          votes for, zero against and 525,131.91 non votes for the election
          of the above mentioned Board members. 
             
          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:   May 7, 1997      By:  /s/  William  L. Gibbs
                                        William L. Gibbs 
                                        President and Chief Executive Officer 

          Date:   May 7, 1997      By:  /s/ Ann I. Scott 
                                        Ann I. Scott
                                        Senior Vice President and Controller