SECURITIES AND EXCHANGE COMMISSION

                    Washington, D.C.  20549

                    FORM 10 - QSB AMENDED

(X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) TO THE SECURITIES
                      EXCHANGE ACT OF 1934
       For the quarterly period ended     September 30, 2000

(  ) 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 for each of the  issuer's classes
of  common  equity  as of the latest  practicable  date: 2,230,065 shares
of Common Stock, $1.00 par  value  and  90,000 shares of Non-Voting Common
Stock, $1.00 par value outstanding on October 31, 2000.

 Part I.  Financial Information

                    Citizens Bancshares Corporation and Subsidiary
                              Consolidated Balance Sheets
                        September 30, 2000 and December 31, 1999
                                (unaudited - in thousands)
<TABLE>

ASSETS                                                September 30,    December 31,
                                                           2000            1999

<S>                                                    <C>            <C>  <C>
Cash and due from banks                                $  11,914      $    11,898
Federal funds sold                                            30              655
Interest bearing deposits                                  7,958              561
Certificates of deposits                                     995             -
Investment securities                                     54,926           53,980

Loans, net of unearned income                            167,028          133,622
   Less: Allowance for loan losses                        (2,251)          (1,612)
                     Loans, net                          164,777          132,010

Loans held for sale                                        1,300              -
Property held for sale                                       383            1,405

Premises and equipment, net                                6,977            5,993
Cash value of life insurance                               6,012            4,923
Other assets                                               4,772            4,085
Total assets                                       $     260,044      $   215,510

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
   Deposits:
     Noninterest-bearing deposits                  $      56,507      $    52,896
     Interest-bearing deposits                           166,907          129,917
                     Total deposits                      223,414          182,813

   Other borrowed funds                                   11,496           10,835
   Other liabilities                                       3,923            2,980
                     Total liabilities                   238,833          196,628

Stockholders' equity:
  Common stock - $1 par value.
      Authorized 5,000,000 shares;
      issue and outstanding 2,230,065 shares               2,230            2,230

  Common stock, non-voting - $1 par value.
      Authorized 5,000,000 shares;
      issue and outstanding 90,000 shares                     90               90

  Additional paid - in capital                             7,445            7,445
  Treasury stock                                            (920)            (920)
  Retained earnings                                       12,754           11,162
  Accumulated other comprehensive income                    (388)          (1,125)
                    Total stockholders' equity            21,211           18,882

  Total liabilities and stockholders'  equity         $   260,044      $  215,510


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

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

                                                     Three Months          Nine Months
                                                  Ended September 30,   Ended September 30,
                                                      2000      1999        2000      1999

<S>            <C>
INTEREST INCOME:
  Loans, including fees                           $   3,973  $  3,076   $  11,382  $  8,931
  Investment securities:
        Taxable                                         699       707       2,089     2,071
        Tax-exempt                                      117       113         346       338
  Federal funds sold                                      5         1          29         7
  Interest bearing deposits                              76        24         169       221
            Total interest income                     4,870     3,921      14,015    11,568

INTEREST EXPENSE:
  Deposits                                            1,762     1,302       5,000     3,852
  Other borrowed funds                                  275        75         582       154
            Total interest expense                    2,037     1,377       5,582     4,006

            Net interest income                       2,833     2,544       8,433     7,562

  Provision for loan losses                              90        75         240       212
            Net interest income after provision
              for loan losses                         2,743     2,469       8,193     7,350

NONINTEREST INCOME:
  Service charges on deposit accounts                   935       936       2,622     2,741
  Commission and origination fees                       591       908       1,889     2,682
  Gain on sale of real estate held for sale              -         -          745       -
  Other operating income                                451       241       1,067       852
            Total noninterest income                  1,977     2,085       6,323     6,275

NONINTEREST EXPENSE:
  Salaries and employee benefits                      1,883     2,007       5,664     5,750
  Net occupancy and equipment                           558       545       1,819     1,753
  Other operating expenses                            1,570     1,361       4,320     4,123
            Total other expense                       4,011     3,913      11,803    11,626

            Income before income taxes                  709       641       2,713     1,999

    Income tax expense                                  200       200         765       609

            Net income                            $     509  $    441   $   1,948  $  1,390

Other comprehensive income (loss), net of taxes         638      (253)        737    (1,198)

Comprehensive income                              $   1,147  $    188   $   2,685  $    192

  Net income per common share, basic and diluted  $    0.23  $   0.20   $    0.87  $   0.64

  Weighted average outstanding shares, basic
          and diluted                                 2,228     2,160       2,228     2,160


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

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

                                                       Nine Months
                                                    Ended September 30,
                                                      2000       1999

Cash flows from operating activities:
   Net income                                      $ 1,948    $ 1,390
   Adjustments to reconcile net income
     to net cash used in operating activities:
       Provision for loan losses                       240        212
       Depreciation and amortization                   644        823
       Amortization (accretion), net                    64         25
       Gain on investments                              -          (7)
       Loss on sale of assets                           -          20
       Gain on sale of property held for sale         (745)         -
  Net change in loans held for sale                 (1,300)       406
  Change in property held for sale                    (383)         -
  Change in other assets                              (841)    (2,596)
  Change in accrued expenses and other liabilitie      447        418

      Net cash provided by operating activities         74        691

Cash flows from investing activities:
   Proceeds from maturities of investment securities
      held to maturity                                 727      6,727
   Proceeds from maturities of investment securities
      available for sale                                14      5,626
   Purchases of investment securities available
      for sale                                      (1,365)   (16,251)
   Purchases of Certificates of deposits              (995)       -
   Net (increase) decrease in other investments        418        267
   Net  change in loans                            (10,175)    (8,265)
   Net cash acquired in purchase                     3,208        -
   Increase in cash surrender value                 (1,089)      (785)
   Purchases of premises and equipment              (1,230)    (2,103)
   Net change in interest bearing deposit           (7,397)     4,099
   Net change in federal funds sold                    625        249
   Net expenditures on foreclosed real estate          (27)       -
   Proceeds from sale of premises                    2,150        -
   Proceeds from sale of real estate acquired
      through foreclosure                              -          127

     Net cash used in investing activies           (15,136)   (10,309)

Cash flows from financing activities:
   Net change in demand deposits                     3,611     (1,739)
   Net change in time and savings deposits          11,162     (2,778)
   Borrowings from line of credit                      861      1,496
   Principal payment on debt                          (200)      (200)
   Net change in FHLB advances                          -      10,000
   Sale of common stock                                 -       1,482
   Purchase of treasury stock                           -      (1,032)
   Dividends paid                                     (356)      (325)

     Net cash provided by financing activities      15,078      6,904

       Net change in cash and due from banks            16     (2,714)

Cash and due from banks at beginning of period      11,898     10,367

Cash and due from banks at end of period           $11,914    $10,367


Supplemental disclosures of cash paid during the period for:

   Interest                                        $ 5,134    $ 3,599
   Income taxes                                    $   665    $   565

Supplemental disclosures of noncash transactions:

Change in unrealized gain (loss) on investment
  securities available for sale, net of taxes      $   737    $(1,198)

See notes to the consolidated financial statements.


        Citizens Bancshares Corporation and Subsidiaries
         Notes to the Consolidated Financial Statements
                   September 30, 2000 and 1999
                           (unaudited)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Citizens  Bancshares  Corporation (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 twelve full-service branches.

The accompanying unaudited 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  the  Company  as  of
September  30,  2000  and for the three  and  nine  months  ended
September  30,  2000 and 1999 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 nine 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, 1999. The Company  has  followed  those
policies in preparing this report.

ACQUISITION

On  March  10,  2000,  the Company entered into  a  Purchase  and
Assumption  Agreement (the "Agreement") with the Federal  Deposit
Insurance  Corporation ("FDIC") to purchase  certain  assets  and
assume  all  of  the  deposits  of a failed  institution,  Mutual
Federal  Savings Bank of Atlanta, Georgia.  The  Company  paid  a
premium  of  approximately $2.5 million for the deposits  assumed
($28.6  million)  and received approximately $3.1  million  as  a
discount  on  the loans purchased ($26.0 million).   The  Company
also obtained due from other banks of approximately $2.0 million.

The  assets and liabilities are recorded at their estimated  fair
values  as of the date of acquisition.  Premiums paid on deposits
and discounts received on loans are being accreted/amortized over
the  estimated  life  of  the  deposits  assumed  and  the  loans
purchased.  On July 14, 2000, the  Bank completed its  conversion
of the deposits assumed and loans purchased to the Bank's general
ledger system.

On August 15, 2000, the Bank completed the purchase of two former
Mutual  Federal  Savings Bank branch buildings and  several  land
lots  from  the FDIC.  The Bank received regulatory  approval  to
close  one of the branch locations due to its close proximity  to
the Bank's  main  office.  The second branch building acquired is
being operated as a new Citizens Trust Bank branch location.

COMMON STOCK

The par value of the Company's voting and non-voting common stock
is  $1,  and  5,000,000 shares are authorized for each  class  of
stock.   As  of  September 30, 2000, 2,230,065 shares  of  common
voting stock are  issued and  outstanding,  and 90,000  shares of
non-voting common stock are issued and outstanding.

Basic  net income per 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.

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 that could be paid by the Bank
to  the  Company  in  2000 without prior regulatory  approval  is
approximately  $918,000.   To date, the  Bank  has  paid  a  cash
dividend of approximately $369,000 to the Company.

On  February  15,  2000,  the Company paid  a  cash  dividend  of
approximately  $356,000  or $0.16 per share  to  stockholders  on
record as of December 31, 1999.

IMPACT OF NEW ACCOUNTING STANDARD

In  June  1998, the Financial Accounting Standards Board ("FASB")
issued  Statement of Financial Accounting Standards ("SFAS")  No.
133,   Accounting   for   Derivative  Instruments   and   Hedging
Activities.  This statement establishes accounting and  reporting
standards   for   derivative   instruments,   including   certain
derivative  instruments  embedded  in  other  contracts, and  for
hedging  activities.  It requires that an entity  recognizes  all
derivatives as either assets or liabilities in the balance  sheet
and  measure those instruments at fair value.  This statement  is
effective for the Bank's fiscal year beginning January  1,  2001.
The  Company believes that the impact of adopting SFAS  133  will
not  have  a  significant  impact on its financial  position  and
results of operations.

RECLASSIFICATIONS

Certain  1999  amounts have been reclassified to conform  to  the
2000 presentation.


Part II.       MANAGEMENT'S DISCUSSION AND ANALYSIS


                          INTRODUCTION

Citizens  Bancshares  Corporation (the "Company")  is  a  holding
company  that  has two wholly owned 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 twelve
full-service bank branches and its mortgage subsidiary.

The  following discussion is of the Company's financial condition
as  of  September  30,  2000, and the changes  in  the  financial
condition and results of operations for the three and nine  month
periods ended September 30, 2000 and 1999.

                       FINANCIAL CONDITION

Citizens  Bancshares Corporation's total assets at September  30,
2000,  were $260,044,000 - an increase of $45,703,000  or  21.32%
over  a year ago.  From December 31, 1999 to September 30,  2000,
total  assets increased $44,534,000 or 20.66%.  This increase  is
primarily   a  result  of  internal  growth  and  the   Company's
acquisition  of  certain assets and the  assumption  of  all  the
deposits of a failed institution purchased from the FDIC on March
10,  2000.  The Company purchased approximately $22.9 million  in
loans,  net of $3.1 million in discounts, and obtained  due  from
other banks of approximately $2.0 million from the FDIC.

For  the  nine  months  ended September 30, 2000,  the  Company's
interest  bearing  deposits in other banks  increased  $7,397,000
primarily  as  result  of  Corporate and  Governmental  customers
deposits.   These funds can be temporary in nature and  fluctuate
monthly.   For  the nine months ended September 30, 2000, federal
funds sold decreased $625,000 or 95.42% and investment securities
increased $946,000 or 1.75%.

During  June 2000, the U. S. Department of the Treasury certified
the   Bank  as  a  Community  Development  Financial  Institution
("CDFI").   This  program provides the Bank  the  opportunity  to
increase  loans and financial services within the inner  city  by
applying  for  grants through the Bank Enterprise  Award  Program
administered  by  the Treasury Department.  As of  September  30,
2000,  the Bank has invested $995,000 in certificates of deposits
with other CDFI institutions.

From  December  31,  1999  to September  30,  2000,  total  loans
increased  approximately $33,406,000, net of  unearned  interest.
The  local  economy  continued to thrive during  the  first  nine
months  of  2000  and  loan demand has been good  for  all  major
product types.  As mentioned above, the Company's Bank subsidiary
purchased approximately $22.9 million in loans from the FDIC.

Loans held for sale increased $1,300,000 and represents loans the
Company's  mortgage subsidiary had not sold by  the  end  of  the
month.  These loans were subsequently sold in October 2000.

Property held for sale decreased $1,022,000.  On May 4, 2000, the
Company  completed the sale of its West Peachtree  Street  branch
building that was classified as held for sale in the December 31,
1999  financial  statements.   The Company  realized  a  gain  of
approximately $491,000, net of income taxes on this  transaction.
Premises  and equipment increased $984,000 or 16.42% at September
30,  2000  from  December  31, 1999, primarily  as  a  result  of
properties purchased from the FDIC and the opening of the Cascade
branch located on Cascade Road in Atlanta, Georgia.  In November,
2000,  Citizens Trust Bank will  open  its  thirteenth  branch in
Columbus, Georgia.

Cash   surrender   value  of  life  insurance,  a   comprehensive
compensation  program for senior management and the directors  of
the  Company,  increased $1,089,000 during  the nine months ended
September 30, 2000, or 22.12% as a result of  additional premiums
paid during 2000.


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 September 30, 2000 and December 31, 1999,
the   Company's   investment  securities  portfolio   represented
approximately 21.12% and 25.05% of total assets, respectively.

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  in
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 believes the accrued interest  is  recoverable
through the liquidation of collateral.  Interest income, if  any,
on impaired loans is recognized on the cash basis.

As  of September 30, 2000, the recorded investment in loans  that
are  considered  to be impaired was approximately $3,783,000,  an
increase  of  $1,808,000 from $1,975,000 at  December  31,  1999.
This  increase is primarily due to the loans purchased  from  the
FDIC.  The related allowance for loan losses for these loans  was
approximately  $743,000 at September 30,  2000  and  $435,000  at
December 31, 1999.  For the nine months ended September 30, 2000,
the  Company recognized approximately $229,000 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 that are more than 90 days
past  due  with  respect to  principal or interest, 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   $651,000   to
$1,905,000 at September 30, 2000 from $1,254,000 at December  31,
1999.  This increase is primarily due to the loans purchased from
the  FDIC.   In  accordance  with  the  Purchase  and  Assumption
Agreement  between the FDIC and the Company, nonperforming  loans
purchased  by  the  Company have a loss share arrangement.   This
arrangement  provides for the reimbursement of  80%  of  the  net
charge-offs  of shared loss loans plus reimbursable expenses  for
the   first   two  years  of  the  agreement.   The   amount   of
reimbursement associated with the loss share arrangement from the
FDIC is not probable or estimable.  Therefore, the Company cannot
determine  the impact this arrangement will have on its financial
position  and  its  results of operations.  Nonperforming  assets
represented  1.32%  of  loans, net of unearned  income  and  real
estate  acquired through foreclosure, at September  30,  2000  as
compared to 1.17% at December 31, 1999.

The table below presents a summary of the Company's nonperforming
assets at September 30, 2000 and December 31, 1999.


                                                        2000          1999
                                                 (Amounts in thousands, except
                                                         financial ratios)
Nonperforming assets:

Nonperforming loans:
  Nonaccrual loans                              $        1,894 $       1,114
  Past-due loans                                            11           140
  Nonperforming loans                                    1,905         1,254

Real estate acquired through foreclosure                   299           318

  Total nonperforming assets                    $        2,204 $       1,572

Ratios:
Nonperforming loans to loans, net of
  unearned income                                         1.14%         0.94%

Nonperforming assets to loans (net of unearned income)
  and real estate acquired through foreclosure            1.32%         1.17%

Nonperforming assets to total assets                      0.85%         0.73%

Allowance for loan losses to nonperforming loans        118.16%       128.56%

Allowance for loan losses to nonperforming assets       102.13%       102.56%


Interest  income  on  nonaccrual  loans  which  would  have  been
recorded  for  the  nine month period ended  September  30,  2000
totaled approximately $106,000.

ALLOWANCE FOR LOAN LOSSES

Loans are reported at principal amounts outstanding less unearned
income  and  the allowance for loan losses.  Interest  income  on
loans  is  recognized  on a level-yield  basis.   Loan  fees  and
certain direct origination costs are deferred and amortized  over
the  estimated  terms of the loans using the level-yield  method.
Discounts  on loans purchased are accreted using the  level-yield
method over the estimated remaining life of the loan purchased.

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 off against 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.

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,   deserves
recognition in estimating loan losses. The Company's process  for
determining  an  appropriate allowance for loan  losses  includes
management's judgment and use of estimates.  A general reserve of
between  0.8%  to  1.0% 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."

The  aggregate  of  these  reserves plus specific  allowances  as
needed  is  compared  to  the actual  reserve  to  determine  the
adequacy of the allowance for loan losses.  The adequacy  of  the
allowance  for  loan  losses is reviewed on a  monthly  basis  by
management  and  the Board of Directors.  On a monthly  basis,  a
comprehensive review of the adequacy of allowance for loan losses
is  performed.   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 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.
Subsequent recoveries are added to the allowance for loan losses.

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  amount  to  approximately  $39.2  million  at
September 30, 2000 compared to $36.7 million at December 31, 1999
which  and are generally secured by real estate.  The balance  of
such loans represents 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.

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 nine month period and year ended September 30,  2000
and December 31, 1999, respectively.

ALLOWANCE FOR LOAN LOSSES
                                                        2000           1999
                                                 (Amounts in thousands, except
                                                          financial ratios)

Loans, net of unearned income                       $  167,028    $    133,622

Average loans, net of unearned income and the
    allowance for loan losses                       $  158,800    $    120,185

Allowance for loans losses at the
    beginning of year                               $    1,612    $      1,703

Loans charged off:
    Commercial, financial, and agricultural                445             104
    Real estate - loans                                    559             240
    Installment loans to individuals                       651             301
Total loans charged off                                  1,655             645

Recoveries of loans previously charged off:
    Commercial, financial, and agricultural                 58               2
    Real estate - loans                                    356             139
    Installment loans to individuals                       240             126
Total loans recovered                                      654             267

Net loans charged off                                    1,001             378

Initial allowance established for loans purchased
   from the FDIC                                         1,400              -

Additions to allowance for loan losses
     charged to operating expense                          240              287

Allowance for loan losses at period end             $    2,251       $    1,612

Ratio of net loans charged off to average loans, net of
    unearned income and the allowance for loan losses     0.63%            0.31%

Allowance for loan losses to loans, net of
    unearned income                                       1.35%            1.21%


At  March 31, 2000, an initial allowance was established for  the
loans  purchased  from  the FDIC. Based on  its  methodology  for
recording  the  allowance for loan losses, the Company  allocated
$1,400,000  of  the  $3,055,000 discount on  loans  purchased  it
received from the FDIC to the allowance for loan losses.  This is
a  preliminary allocation and is subject to revision based on the
resolution of certain pre-acquisition contingencies.

DEPOSITS

Total deposits increased $40,601,000 or 22.21% from December  31,
1999.   Noninterest  bearing  deposits  increased  $3,611,000  or
6.83%,  while interest-bearing deposits increased $36,990,000  or
28.47%.  These increases are primarily due to approximately $28.6
million in deposits  of a failed  institution the Company assumed
from the FDIC.  The  remaining increase  represents normal growth
in  the  Company's  deposit  base  as  a  result of Corporate and
Governmental customer  depositors.   These funds can be temporary
in nature and fluctuate monthly.

OTHER BORROWED FUNDS

At  September  30, 2000 and December 31, 1999,  the  Company  had
$635,000   and  $835,000,  respectively,  outstanding  under   an
unsecured  note payable.  The note bears interest at  a  rate  50
basis  points  below the lender's prime rate (9.50% at  September
30,  2000) and is payable quarterly.  The unsecured note  payable
was  renewed May 1, 2000 and the principal balance is due May  1,
2001.

At September 30, 2000, Mortgage Services had $861,000 outstanding
under  a  $5,000,000 line of credit.  The line  of  credit  bears
interest at a rate equal to 200 basis points above LIBOR  and  is
payable  monthly.  The line of credit expires November  30,  2000
and  is  secured  by  the underlying mortgages  originated  using
proceeds from draws on the line of credit.

The  Bank had term advances of $10,000,000 from the Federal  Home
Loan Bank (the "FHLB") at September 30, 2000 and at December  31,
1999.  The outstanding advances bear interest at a fixed rate  of
5.82% at September 30, 2000.  The advances are due April 5, 2010;
however, the FHLB has the option to convert the advances  into  a
floating rate advance, based on LIBOR, quarterly after October 5,
2000.

                      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  months  ended
September 30, 2000 increased $289,000 or 11.36% to $2,833,000, as
compared to the same three months in 1999.  The growths  in  loan
volume and the  interest rates  earned on  these loans during the
third quarter of  2000 were generally higher than during the same
period of 1999.  At  September 30, 2000, the prime rate was 9.50%
compared to 8.25% at September 30, 1999.   Interest income earned
on  loans,  including  fees  for  the  three  month period  ended
September  30, 2000 increased $897,000 or 29.16% higher  compared
to  the  same three months in 1999.  Also contributing  to  these
results   were  the  rates  paid  on  interest  bearing  deposits
increased  to  a lesser extent than rates received  on  the  loan
portfolio.   For the third  quarter of fiscal year 2000, interest
on  deposits  increased $460,000  or 35.33% compared to the  same
period last year.

For the nine month  period ended September 30, 2000, net interest
income increased $871,000 or 11.52% over the same period of 1999.
Loan  income, including fees  increased  $2,451,000  or 27.44% to
$11,382,000 for  the nine month period  compared to $8,931,000 in
1999.   Total interest expense increased $1,576,000 or 39.34%  to
$5,582,000 for the first nine month period compared to $4,006,000
for the same nine months in 1999.  This increase is primarily due
to the  rise in interest rates, which increased the cost of funds
at  the  Bank, and  the  increase in  interest  bearing  deposits
assumed  from  a  failed  institution.   Also impacting  interest
expense  was  the  borrowing from  the FHLB  to finance temporary
liquidity needs and loan growth.

Noninterest income:

The  Company offers a wide variety of fee generating services and
considers  the  expansion of these services  a  major  source  of
profitability  in  view  of continuing  market  pressure  on  net
interest income.  This year, the Company has expanded its product
line  to offer investment and insurance products.  Recently,  the
Company added MasterMoney Debit Card to its product line. For the
three  month period ended September 30, 2000, noninterest  income
decreased  approximately $108,000 or 5.18% from a year  ago.  The
primary  reason  for  this  drop in  noninterest  income  is  the
Company's mortgage subsidiary which is experiencing a decline  in
revenues  due  to   higher  interest   rates.    Commissions  and
origination  fees  decreased $317,000 or  34.91%  compared to the
same three  month  period in 1999.  Service charges  on  deposits
decreased slightly by $1,000  during the quarter  ended September
30, 2000  as  compared  to  the same  quarter  last  year.  Other
operating  income  increased  $210,000  or  87.14% in  the  third
quarter  of 2000 as  compared to  last  year.    This increase is
primarily due to $51,000 in  investment fees earned on investment
products  in the third  quarter of  2000 which  were  not offered
until  this year.   Also  contributing  to the increase  in other
operating  income was  $60,000  in  collections  fees  earned for
collecting  charged-off  loans on a  failed  institution  for the
FDIC.

For  the  first nine months of 2000, noninterest income increased
$48,000  or 0.76%.  Service  charges on deposits, and Commissions
and   origination   fees   decreased   $119,000   and   $793,000,
respectively.  A large component of the Company's service charges
on  deposit  accounts is related to insufficient funds,  returned
check  charges  and  other customer service  fees.   Insufficient
funds  and  returned check charges tends to inversely  track  the
economic  conditions of the economy which continues to be  strong
in  the  metro-Atlanta  area. The primary  factor  affecting  the
Company's mortgage subsidiary is a rapid rise in interest  rates.
As  a  result,  the  mortgage  subsidiary  has  been  unfavorably
impacted by decreased loan volume and price pressures.   Included
in the increase was a gain of $745,000, before taxes, on the sale
of property held for sale as a result of a branch closing  during
the  first  quarter of 2000.  There was no sale of property  held
for  sale  in 1999.  Other operating income increased by $215,000
for the nine month period ended on September 30, 2000 compared to
the same period in 1999.

Noninterest expense:

Noninterest expense for the  quarter ended September 30, 2000 was
$4,011,000  increasing approximately $98,000 or  2.50%  from  the
same quarter last  year.  For the nine months ended September 30,
2000,  noninterest expense  increased $177,000 compared  to  last
year.  For the third quarter 2000, salaries and employee benefits
decreased $124,000 or 6.18% and for the first nine months of 2000
decreased  $86,000  compared  to  the  same  periods   in   1999.
Personnel  efficiencies gained from a branch closure  during  the
first quarter of 2000 and normal attrition of some personnel  who
were  not  replaced attributed these results.  Net occupancy  and
equipment  for  the three month and nine month  periods  in  2000
increased  $13,000  and $66,000, respectively,  compared  to  the
same  periods last year.  This increase is primarily due  to  the
depreciation of three new branches.  One branch opened on  August
27,  1999,  the  second branch opened on June 16, 2000,  and  the
third branch, purchased from the FDIC, started operation in  July
2000.   Other  operating expenses for the three  month  and  nine
month   periods   in  2000  increased  $209,000   and   $197,000,
respectively, compared to the same periods in 1999.  Printing and
supplies  expenses increased by $22,000, data processing expenses
increased by $40,000, and losses from retail operations increased
by  $41,000  during the third quarter of 2000 compared  the  same
period  in 1999.  These increases are attributable to the  growth
in the Company's bank branch network, check imaging which started
in  November  1999,  and  data processing  cost  related  to  the
conversion  of deposits and loans purchased from  the  FDIC.   In
1999, the Company operated 10 branches compared to 12 branches in
the third quarter of 2000.

Net income:

The  Company  had consolidated net income for the  quarter  ended
September 30, 2000 of $509,000 or $0.23 per share, an increase of
$68,000  or 15.42%, as compared to net income of $441,000 for the
same  period in 1999.   The consolidated net income for the  nine
months  ended  September 30, 2000  was  $1,948,000, or  $0.87 per
share, an  increase  of $558,000 or  40.14%, as  compared to  net
income of $1,390,000  for the same period in 1999.  Excluding the
gain on property  held for  sale  of $491,000,  net of taxes, the
Company had consolidated  net income  of for the  nine  months of
2000  of  $1,457,000,  an increase of $67,000  for the  same nine
months in 1999.   The increase in  net income is primarily due to
growth  in  loan  volume  and maintaining  a strong net  interest
margin in a rising rate environment.  Additionally, the Company's
mortgage subsidiary  reported  a profit for the nine month period
ending  September 30, 1999 of  $205,000, but  reported  a loss of
$9,000  or a  decrease  of $214,000 in  net income  for the  same
period in 2000.  These  losses  at  the  mortgage subsidiary  are
attributable to rising interest rates having a negative impact on
loan originations.

                            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 September 30, 2000, approximately  4%
of the investment portfolio will mature within the next year, 41%
after  one  year  but  before five years.  In addition,  interest
bearing  deposits  in  other banks averaged  approximately   $3.3
million  during the nine month period ended September  30,  2000.
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.  The  Company's  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 September 30, 2000,  the
Company's  total and Tier 1 capital to risk weighted  assets  and
Tier  1 to average assets were 13%, 12% and 8% respectively.   As
of  September  30,  2000, the Company meets all capital  adequacy
requirements to which it is subject.


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 subsidiaries  are
        a party or to which any of their property is subject.

ITEM 2.      CHANGES IN SECURITIES

        None

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

                    On March 24, 2000, the Company filed a report
        on  Form  8-K  related to the purchase of certain  Mutual
        Federal  Savings Bank of Atlanta, Georgia assets and  the
        assumption  of  all  of  its deposits  from  the  Federal
        Deposit Insurance Corporation.

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:   November 13, 2000         By:   /s/ James E. Young
                              James E. Young
                              President   and   Chief   Executive
                              Officer

Date:   November 13, 2000         By:   /s/ Willard C. Lewis
                              Willard C. Lewis
                              Senior Executive Vice President and
                              Chief Operating Officer

Date:   November 13, 2000         By:   /s/ Samuel J. Cox
                              Samuel J. Cox
                              Senior  Vice  President  and  Chief
                                   Financial Officer