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, 1998

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

       For the transition period from  ____________ to  _____________

               Commission File No:  0 - 14535

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


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


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


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

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

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

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

                      ASSETS
                                                         1998         1997

     Cash and due from banks                      $    11,509       10,637
     Interest bearing deposits                         12,047          857
     Federal funds sold                                 2,485        3,456
     Investment securities: 
       Held to maturity                                18,804       13,164
       Available for sale                              12,053       20,796
       Other Investments                                1,335        2,017
              Total investments                        32,192       35,977

     Loans, net of unearned income                    119,201      121,414
        Less allowance for loan losses                  1,516        1,752
              Loans, net                              117,685      119,662

     Loans held for sale                                  301          623

     Premises and equipment, net                        5,699        5,844
     Cash value of life insurance                       3,663        3,640
     Other assets                                       5,701        4,437

               Total assets                       $   191,282      185,133


     LIABILITIES AND SHAREHOLDERS' EQUITY

     Liabilities:
     Deposits:
          Noninterest-bearing                     $    44,860       43,633
          Interest-bearing                            125,352      120,311
                   Total deposits                     170,212      163,944

     Treasury, tax and loan account                       174          195
     Short-term debt                                    1,460        1,851
     Long-term debt                                       540          585
     Other liabilities                                  2,190        2,349
                   Total liabilities                  174,576      168,924

     Shareholders' equity:
     Common stock-$1 par value.  Authorized 
         5,000,000 shares; issued and outstanding
         2,164,065 shares                               2,164        2,164
     Additional Paid-In Capital                         6,174        6,174
     Accumulated other comprehensive income                24           31
     Retained earnings                                  8,344        7,840
               Total shareholders' equity              16,706       16,209
          
   Total liabilities and shareholders' equity     $   191,282      185,133

See accompanying notes to consolidated financial statements.



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

                                                           Three  Months
                                                         Ended March  31,
                                                         1998         1997

     INTEREST INCOME:
       Loans, including fees                      $     2,866        2,566
       Investment securities:
             Taxable                                      485          807
             Tax-exempt                                    58           50
       Interest bearing deposits                          105        -
       Federal funds sold                                  50           92
                 Total interest income                  3,564        3,515

     INTEREST EXPENSE:
       Deposits                                         1,209        1,277
       Other borrowed funds                                12           20
       Long-term debt                                      12           16
                 Total interest expense                 1,233        1,313

                 Net interest income                    2,331        2,202

       Provision for loan losses                        -               45
          Net interest income after provision for
            loan losses                                 2,331        2,157

     NONINTEREST INCOME:
       Service charges on deposit accounts                941        1,043
       Commission and fees                                593          234
       Other operating income                             283          312
                 Total noninterest income               1,817        1,589

     NONINTEREST EXPENSE:
       Salaries and employee benefits                   1,810        1,969
       Net occupancy and equipment                        644          572
       Other operating expenses                           956        1,021
                 Total other expense                    3,410        3,562

                 Earnings before income taxes             738          184

         Income tax expense                               234           61

                 Net earnings                     $       504          123

     Net earnings                                         504          123
     Other comprehensive income, net of tax:
          Unrealized holding losses                        (7)        (201)

     Comprehensive income                                 497          (78)


         Net earnings per common share            $      0.23         0.06

         Average outstanding shares                     2,164        2,164

See accompanying notes to consolidated financial statements

<TABLE>
<CAPTION>
                       Citizens Bancshares Corporation and Subsidiaries
                             Consolidated Statements of Cash Flows
                          Three months ended March 31, 1998 and 1997
                (unaudited-amounts in thousands, except per share amounts)


                                                               1998        1997

 <S>                                                    <C>     <C>         <C>
Cash flows from operating activities:
 Net earnings                                           $       504         123
 Adjustments to reconcile net earnings
   to net cash provided by operating activities:
   Provision for loan losses                                     -          45
   Depreciation and amortization                                253         260
   Provision for deferred taxes                                  -         (5)
   Amortization  (accretion), net                               (7)          3
   Accretion (amortization) of deferred loan fees               (7)         10
   Increase in other assets                                 (1,224)     (2,687)
   Decrease in accrued expenses and other liabilities         (159)        (55)

   Net cash (used) provided by operating activities           (640)     (2,306)

Cash flows from investing activities:
 Proceeds from maturities of investment securities held to    4,330       1,887
 Proceeds from maturities of investment securities availab    5,263       1,599
 Proceeds from sale of investment securities held to matur    -             250
 Purchases of investment securities available for sale       (6,494)     (7,025)
 Net decrease ( increase) in other investments                  682         (51)
 Net  decrease (increase) in loans                            2,247         (76)
 Purchases of premises and equipment                          (108)        (94)

  Net cash used by investing activities                       5,920      (3,510)

 Cash flows from financing activities:
 Net (decrease) increase in demand deposits                   1,227     (11,118)
 Net increase in time and savings deposits                    5,041       3,070
 Net (decrease) increase in short-term debt                   (391)      3,450
 Principal payment on long-term debt                           (45)        (45)
 Proceeds from sale of stock                                  -             260
 Dividends paid                                               -            (3)
 Net increase  in treasury, tax and loan account               (21)        146

 Net cash (used) provided by  financing activities            5,811      (4,240)

Net (decrease) increase in cash and cash equivalents         11,091     (10,056)

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

Cash and cash equivalents at end of period              $    26,041      13,271

Supplemental disclosures of cash paid during the period for:
  Interest                                              $     1,350       1,324

  Income taxes                                          $        75         25

  Supplemental disclosures of noncash transactions:
  Real estate acquired through foreclosure               $        72         -

See accompanying notes to consolidated financial statements.

</TABLE>

               CITIZENS BANCSHARES CORPORATION AND SUBSIDIARIES
                Notes to the Consolidated Financial Statements
                      March 31, 1998 and 1997
                              (unaudited)

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

The consolidated financial statements of the Company as of March 31, 1998  
and for the three months ended March 31,1998 and 1997 are unaudited.  In the
opinion of management, all adjustments necessary for a fair presentation of
the financial position and results of operations and cash flows for the three
month period have been included.  All adjustments are of a normal recurring
nature.


2.	ACCOUNTING AND REGULATORY MATTERS

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

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

At March 31, 1998, the recorded investment in loans that are considered to be
impaired was approximately $1,069,000 a decrease of $161,000 from December
31, 1997.   At The related allowance for loan losses for each of these loans
was approximately $158,000 and $244,000, respectively.   For the Three months
ended March 31, 1998, the Company recognized approximately $ 3,000 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 increased approximately $52,000 to $1,164,000 at 
March 31, 1998, from $1,112,000 at December 31, 1997. Nonperforming assets
represented 1.86% of loans, net of unearned income and real estate acquired
through foreclosure at March 31, 1998 as compared to 1.79% at
December 31, 1997.


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

                                                  1998	     		1997
                                            (Amounts in thousands, except
                                                  financial ratios)
Nonperforming assets:
   Nonperforming loans:
Nonaccrual loans			                         $	    925		      	1,005
Past-due loans					                               239 	    		   107 
Nonperforming loans			                          1,164      			1,112

   Real estate acquired through foreclosure	  	 1,073      		 1,075
Total nonperforming assets                   $	 2,237	     		 2,187

Ratios:	
   Nonperforming loans to loans, net of
      unearned income		                   			    .97%		    	    .92

   Nonperforming assets to loans(net of unearned
      income) and real estate acquired through
      foreclosure						                          1.86%			     1.79

   Nonperforming assets to total assets			      1 .17%	  		   1.18

 Allowance for loan losses to
      Nonperforming loans	                				130.24%	     	157.55 

   Allowance for loan losses to
       nonperforming assets	                		 67.77%		   	  80.11


Interest income on nonaccrual loans which would have been reported for
the three months ended March 31, 1998 totaled approximately $24,000.

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, 1998
and December 31, 1997.

                                                    1998	     	1997

Loans, net of unearned income 			    	          $	119,201	  	121,414

Average loans, net of unearned income and the
    allowance for loan losses				               $	119,869  		115,657

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

Loans charged off:
    Commercial, financial, and agricultural	 			       88         68
    Real estate- mortgage					 	                       35		      169
    Installment loans to individuals					             157	       436
Total loans charged off					                          280		      673

Recoveries of loans previously charged off:
    Commercial, financial, and agricultural				         4		        84
    Real estate- mortgage						                        12 	        85
    Installment loans to individuals					              28		       149
Total loans recovered					                             44	 	      318

 	Net loans charged off 			                     	     236 		      355

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

Allowance for loan losses at period end			       $	  1,516	 	   1,752

Ratio of net loans charged off to average 
    loans, net of unearned income and the allowance 
    for loan losses					                          	    .20%		      .31

Allowance for loan losses to loans, net of 
   unearned income						                              1.27%		     1.44

     
Credit reviews of the loan portfolio designed to identify potential charges
to the allowance for  loan losses, as well as to determine the adequacy of
the allowance for loan losses, are made on a continuous basis throughout the
year.  These reviews are conducted by management, lending officers, and 
independent third parties.  These reviews are also reviewed by the Board of
Directors, who consider such factors as the financial strength of borrowers,
the value of applicable collateral, past loan loss experience, anticipated
loan losses, growth in the loan portfolio, and other factors including
prevailing and anticipated economic conditions.  Management believes the 
allowance for loan losses is adequate at March 31, 1998.

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


                  ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS 


                            INTRODUCTION

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

The following discussion is of the Company's financial condition as of 
March 31, 1998 and the changes in the financial condition and results of 
operations for the three month periods ended March 31, 1998 and 1997. 


                        RESULTS OF OPERATIONS

Net Interest Income:
Net interest income represents the excess of income received on 
interest-earning assets and interest paid on interest-bearing liabilities. 
Net interest income for the first quarter 1998 increased compared to the 
three month period of 1997.  The combination of higher loan volume, lower 
rates paid on interest bearing liabilities and lower volume and yield on the
investment portfolio increased the Company's net interest margin to 5.62% for
the first quarter 1998 compared to 5.30% in 1997.

Noninterest income:
Noninterest income increased approximately $228,000 or 14% for the three
month period ended March 31, 1998 as compared to the same period in 1997. 
The increase in noninterest income is due primarily to an increase in 
commission and fees on mortgage loans, of approximately $359,000, as a 
result of an increase in the volume of loan closings. 

Noninterest expense:
Noninterest expense decreased approximately $173,000 or 4% during the three
month period as compared to the same period in 1997.  The decrease is 
attributable to a decrease in salaries and employee benefits of $159,000 The
decrease in salaries and employee benefit costs is due to a reduction in
staff due to the merger.

Net earnings:
The Company had net earnings of approximately $504,000 or $0.23 per share 
during the first quarter ended 1998 as compared to $123,000 or $0.06 per 
share in 1997. The  $381,000 increase in net earnings as compared to 1997 is
attributable to an increase in net interest income and noninterest income of
approximately $174,000 and $228,000 and a decrease in noninterest expense of
approximately $152,000.

                             LIQUIDITY

Liquidity is a bank's ability to meet deposit withdrawals, while also, 
providing for the credit needs of customers. In the normal course of 
business, the Company's cash flow is generated from interest and fees on 
loans and other interest-earning assets. The Company continues to meet 
liquidity needs primarily through the sale of federal funds and managing the
maturities of investment securities.  At March 31,1998, approximately 9% of
the investment portfolio matures within the next year, 42% after one year 
but before five years.  In addition, interest bearing deposits and federal
funds sold averaged approximately $6.8 and $4.5 million, respectively,
during the three month period ended March 31, 1998. The Company is a member
of the Federal Home Loan Bank of Atlanta, the Federal Reserve System and
maintains relationships with several correspondent banks and, thus, could
obtain funds on short notice. Company management closely monitors and 
maintains appropriate levels of interest-earning assets and interest-bearing
liabilities, so that maturities of assets are such that adequate funds are
provided to meet customer withdrawals and loan demand.

                         CAPITAL RESOURCES

Quantitive measures established by regulation to ensure capital adequacy 
require the Company to maintain minimum amounts and ratios of total and 
Tier 1 capital to risk weighted assets, and Tier 1 capital to average assets.
As of March 31, 1998, the Company's total and Tier 1 capital to risk weighted
assets and Tier 1 to average assets were 13%, 12% and 9% respectively. 
Management believes, as of March 31, 1998, that the Company meets all 
capital adequacy requirements to which it is subject.


Year 2000 Processing Risk

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

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

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

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


PART II.  OTHER INFORMATION

ITEM 1.      LEGAL PROCEEDINGS

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

ITEM 2.      CHANGES IN SECURITIES

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

ITEM 3.      DEFAULTS UPON SENIOR SECURITIES

                   None

ITEM 4.      SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

             	     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:   May 15, 1998             	  	By:	 /s/ James E. Young    
                                         James E. Young 
                                         President and Chief Executive Officer 

Date:   May 15, 1998 			             By: /s/ Willard C. Lewis 
                                         Willard C. Lewis
                                         Senior Executive Vice President and
                                         Chief Operating Officer