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        September 30, 1998

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

    For the transition period from  ____________ to  _____________

               Commission File No:  0 - 14535

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


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


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


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


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

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

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

			ASSETS						
                                 						1998	   	1997

	Cash and due from banks					       $	10,123    10,637 
	Interest bearing deposits					      	13,153     		857 
	Federal funds sold					                 	37 		  3,456 
	Investment securities: 								
	  Held to maturity						             16,441    13,164 
	  Available for sale						           23,177    21,740 
	  Other Investments						             1,271     2,000 
	         Total investments			       	40,889    36,904 

	Loans, net of unearned income       119,195   121,414 
 Less allowance for loan losses					  	1,746     1,752 
	         Loans, net            					117,449 		119,662 

	Loans held for sale	               					364     		623 

	Premises and equipment, net 					     6,094     5,844 
	Cash value of life insurance						    3,985     3,640 
	Other assets					                    	3,816   		4,122 

  		  Total assets			            	 $	195,910   185,745 
									

	LIABILITIES AND SHAREHOLDERS' EQUITY								

	Liabilities:								
	Deposits:								
	     Noninterest-bearing				    	 $  45,330    43,633 
	     Interest-bearing						         128,655 		120,311 
		      Total deposits					          173,985 		163,944 

Treasury, tax and loan account       					48     		195 
Short-term debt            				       	1,478     1,851 
	Long-term debt					                     	-	      	585 
	Other liabilities						               1,977    	2,349 
		      Total liabilities				       	177,488   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		845      	643	 
	Retained earnings	              				 	9,239    	7,840 
 Total shareholders' equity				   	   18,422  		16,821 
	     								
 Total liabilities and
  shareholders' equity 	         	 $	195,910    185,745 
									


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

          							                  Three  Months				          Nine  Months					
							                          Ended September 30,       Ended September 30,
                            					   		1998	   	1997           	1998   	1997

<TABLE>
<S>                                <C>         <C>             <C>     <C>
INTEREST INCOME:
Loans, including fees              $	2,888     2,921           8,585	  8,329
Investment securities:															
	Taxable                               469 	    	613 		        1,431   2,148 
 Tax-exempt					                       110      		37 	          	234    	168
Interest bearing deposits						        119      		13 		          420 		   22 	
Federal funds sold				                		17 	     	21            		99   		137 
 Total interest income               3,603     3,605          10,769  10,804
																
	INTEREST EXPENSE:															
	  Deposits					                     1,260     1,185           3,737   3,703
	  Other borrowed funds						           23 	     	60 	           	52   		127
	  Long-term debt 						                 - 	     	15            		17    		45
  Total interest expense					        1,283     1,260           3,806   3,875
																
  Net interest income					           2,320     2,345           6,963   6,929 
																
	  Provision for loan losses					      	75 	     	75 	          	125   		165
 Net interest income after provision									
	 for loan losses					               2,245     2,270           6,838   6,764
																
NONINTEREST INCOME:															
Service charges on 
    deposit accounts						           1,046     1,143           3,030   3,197
Commission and fees						              758 		    400 		        2,128     936 			
Other operating income					           	205     		134 	          	705   		597 
 Total noninterest income					       2,009     1,677           5,863   4,730 
																
	NONINTEREST EXPENSE:															
 Salaries and employee benefits      1,773     1,997           5,392   5,913 
 Net occupancy and equipment					     	666     		634 	         1,962   1,785
 Other operating expenses            1,196     1,059           3,433   3,230
  Total other expense                3,635     3,690          10,787  10,928
																
  Earnings before income taxes		      	619     		257 	         1,914     566 
																
	    Income tax expense					          	169      		78           		515 	  	162 
																
		    Net earnings				               $	450 	    	179 		        1,399     404 
																
	Net earnings			                    			450 		    179 		        1,399     404 			
 Other comprehensive income, net of tax						
  Unrealized holding gains arising 
   during the period				              		201 		    69 	          	214 	   157 
  Less: reclassification adjustment
   for gains included	in net earnings    - 		    (13)	          	(12)  		(13)
													
	Comprehensive income						             651       235 		        1,601    548 
													
													
 Net earnings per common share      $ 	0.21     		0.08         		0.65 		0.19 
													
 Average outstanding shares						     2,164      2,164          2,164  2,164
													
</TABLE>

			      Citizens Bancshares Corporation and Subsidiaries								
			             Consolidated Statements of Cash Flows								
			       Nine months ended September 30, 1998 and 1997
			    (unaudited-amounts in thousands, except per share amounts)

                                                  						   			1998	   	1997

Cash flows from operating activities			
 Net earnings							                                       $	1,399       404 
Adjustments to reconcile net earnings										
to net cash provided by operating activities		
 Provision for loan losses				                             				125 	    	165 
 Depreciation and amortization							                         	867     		859 
 Provision for deferred taxes					                            		(3)        4 
	Amortization  (accretion), net                                  2     		(10)
 Accretion (amortization) of deferred loan fees	   		      					52      		30 
 Gain on investments			                                   					(12)    		(13)
 Loss on sale of assets					                                			228       		-
 Increase in other assets		               						            (1,103)   (3,786)
 Increase in accrued expenses and other liabilities					   			(372)	    	189 
											
  Net cash (used) provided by operating activities								   1,183    (2,158)

Cash flows from investing activities:										
Proceeds from maturities of investment securities 
 held to maturity					                             			       7,488     8,501
Proceeds from maturities of investment securities 
 available for sale								                                 11,185    11,411
Purchases of investment securities held to maturity				   				(789)		     -
Purchases of investment securities available for sale						(22,296)   (6,616)
Net decrease ( increase) in other investments								          729 		 (1,130)
Net  decrease (increase) in loans								                    2,218    (5,522)
Purchases of premises and equipment				              				   (1,122)   (1,111)
Proceeds from sale of real estate acquired through
  foreclosure			                                        	  				831 	     	95 

 Net cash (used) provided by investing activities								   (1,756)    5,628 

Cash flows from financing activities:										
Net increase (decrease) in demand deposits								           1,697   (14,449)
Net increase in time and savings deposits								            8,344    (1,840)
Net (decrease) increase in short-term debt					            			(373)		  1,100 
Principal payment on long-term debt 			                  					(585)   		(135)
Proceeds from sale of stock					                             			-	      	261 
Dividends paid					                                          			-	      	(28)
Net (decrease) increase  in treasury, 
  tax and loan account                                        (147)		     45 

 Net cash provided (used) by  financing activities								   8,936   (15,046)

 Net increase (decrease) in cash and cash equivalents						  8,363   (11,576)

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

	Cash and cash equivalents at end of period							        $	23,313    11,751
												
Supplemental disclosures of cash paid during the period for:											
	   Interest							                                       $	 4,010     3,867 
												
	   Income taxes		                                  					 $	   695     		112 	
												
Supplemental disclosures of noncash transactions:
	   Real estate acquired through foreclosure		          	 $   	118 		    836 	
												

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

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

On January 30, 1998, Citizens Bancshares Corporation ( the "Company" ) and 
First Southern Bancshares, Inc. (" First Southern"), a bank holding company 
that wholly owned one bank and a non-bank subsidiary, merged.  The Company 
exchanged 1.508 shares of its common stock to acquire each share of First
Southern common stock.  The transaction was a tax-free exchange. The merger 
was accounted for as a pooling of interest with the Company being the 
surviving entity.   The financial statements of the Company for the 
three and nine month periods ended September 30, 1998 have been restated to 
include First Southern. 

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 and has changed its name to 
Citizens Trust Bank Mortgage Services, Inc. ("CTB Mortgage") to reflect this
affiliation.

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

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

2.	ACCOUNTING AND REGULATORY MATTERS

IMPAIRED LOANS

Management considers a loan to be impaired when, based on current information
and events, it is probable that all amounts due according to the contractual 
terms of the loan will not be collected.  Impaired loans are measured based 
on the present value of expected 

future cash flows, discounted at the loan?s effective interest rate, or at 
the loan's observable market price, or the fair value of the collateral if 
the loan is collateral dependent.

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

At September 30, 1998, the recorded investment in loans that are considered 
to be impaired was approximately $814,000, a decrease of $416,000 from 
December 31, 1997. At September 30, 1998 and December 3, 1998 the related 
allowance for loan losses for each of these loans was approximately $116,000
and $244,000, respectively.  For the three and nine month periods ended 
September 30, 1998, the Company recognized approximately $6,000 and $13,000 
in interest income on these impaired loans on an accrual basis, respectively.


NONPERFORMING ASSETS

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

With the exception of the loans included within nonperforming assets in the 
table below, management is not aware of any loans classified for regulatory 
purposes as loss, doubtful, substandard, or special mention that have not 
been disclosed which(1) represent or result from trends or uncertainties 
which management reasonably expects will materially impact future operating 
results, liquidity, or capital resources, or (2) represent any information on 
material credits of 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 $1,040,000 to $2,152,000 at 
September 30, 1998, from $1,112,000 at December 31, 1997. Nonperforming 
assets represented 1.92% of loans, net of unearned income and real estate 
acquired through foreclosure at September 30, 1998 as compared to 1.79% at 
December 31, 1997.

3.	IMPACT OF NEW ACCOUNTING STANDARDS

The Company adopted Statement of Financial Accounting Standards No. 130, 
"Reporting Comprehensive Income" ("SFAS 130") as of January 1, 1998.  
Accounting principles generally require that recognized revenue, expenses, 
gains and losses be included in net income.  Although certain changes in 
assets and liabilities, such as unrealized gains and losses on available-for
-sale securities are reported as a separate component of the equity 
section of the balance sheet, such items, along with net income, are 
components of comprehensive income.  The adoption of SFAS 130 had no effect 
on the Company's net income or shareholders' equity.

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

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

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

4. RESTATEMENT

During the third quarter of 1998, the Company's management discovered that 
certain of its equity securities had not been recorded in compliance with 
SFAS 115.  The effect on the December 31, 1997 financial statements related 
to the correction was to increase investment securities available for sale 
and stockholders' equity by $944,396 and $611,751, respectively, with the 
offset affecting deferred taxes.  Comprehensive income for the three and 
nine month periods ended September 30, 1997 was $235,000 and $548,000, 
respectively.


        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 
September 30, 1998 and the changes in the financial condition and results of
operations for the three and nine month periods ended September 30, 1998 and 
1997. 


RESULTS OF OPERATIONS

Net Interest Income:
Net interest income represents the excess of income received on interest-
earning assets and interest paid on interest-bearing liabilities.  Net 
interest income for the nine month period ended September 30, 1998 increased 
approximately $34,000 compared to the same period in 1997.  The combination 
of higher volume and lower rates on interest earning assets and interest 
bearing liabilities caused the Company's net interest margin to remain 
relatively stable at 5.58% for the period ended September 30, 1998 compared 
to 1997.

Noninterest income:
Noninterest income increased approximately $332,000 or 20% for the three 
month period ended September 30, 1998 and approximately $1,133,000 or 24% for
the nine month period ended September 30, 1998 as compared to the same period
in 1997.  The increase in noninterest income is due primarily to an increase
in commissions and fees on mortgage loans of approximately $1,192,000, as a 
result of an increase in the volume of loan closings. 

Noninterest expense:
Noninterest expense decreased approximately $141,000 for the nine month 
period ended September 30, 1998 as compared to the same period in 1997.  The 
decrease is attributable to a combination of a decrease in salaries and 
employee benefits of $521,000, an increase in occupancy expense and other 
operating expense of $177,000 and $203,000, respectively.  The decrease in 
salaries and employee benefit costs is attributed to a reduction in staff 
due to the merger.  The Mortgage Company relocated which accounts for the 
increase in occupancy expense.  Other operating expense increased because 
the Company outsourced its data processing services during the second quarter.

Net earnings:
The Company had net earnings of approximately $450,000 or $0.21 per share and
$1,399,000 or $0.65 per share for the three and nine month periods ended 
September 30, 1998 as compared to $179,000 and $404,000 or $0.08 and $0.19 
per share in 1997. The $995,000 increase in net earnings as compared to 1997 
is attributable to an increase in noninterest income of approximately 
$1,133,000 and a decrease in noninterest expense of approximately $141,000.

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 September 30,1998, approximately 9% of the 
investment portfolio matures within the next year, 41% after one year but 
before five years.  In addition, interest bearing deposits and federal funds
sold averaged approximately $9.5 and $2.6 million, respectively, during the 
nine month period ended September 30, 1998. The Company is a member of the 
Federal Home Loan Bank of Atlanta, the Federal Reserve System and maintains 
relationships with several correspondent banks and, thus, could obtain funds 
on short notice. Company management closely monitors and maintains 
appropriate levels of interest-earning assets and interest-bearing liabilities, 
so that maturities of assets are such that adequate funds are provided to meet 
customer withdrawals and loan demand.

CAPITAL RESOURCES

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

Year 2000 Processing Risk

The Board and management consider the Year 2000 ("Y2K") computer processing 
risk to be a very serious risk for the banking and financial services 
industry in particular and for all businesses which depend on computer 
hardware and software to perform the critical functions of their businesses.
Y2K computer processing risk is defined as the risk associated with computer
hardware or software that fails to process data or to operate in the manner 
for which it was designed as a result of century date changes.  This risk 
encompasses hardware and software owned, leased, licensed or otherwise used 
by the Company and the Bank or by vendors upon which the Company and the Bank
depend for mission-critical functions or by customers with which the Company 
and the Bank have a material relationship.  In the third quarter of 1997, the
Board established a Y2K Policy and Y2K Compliance Committee.  The Committee 
is headed by senior management, meets monthly and regularly reports 
to the Audit and Compliance Committee of the Board and to the full Board.

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

Management is currently reviewing all of the Bank's significant commercial 
loan relationships to determine how much Y2K risk may exist in the Bank's 
customer base.  To the extent that such risk is identified, management is 
requesting such customers to develop their own compliance strategy and will 
require those customers to keep us informed of their progress.  Management's
current plans are to help customers understand the risk involved to share the
Company's strategies and to encourage those customers to satisfy their 
compliance requirements on timelines that are consistent with those of the 
Company and the Bank.  The Bank's credit review processes have been modified 
to address this risk.  The Bank's contingency plans for customers who fail to
adequately address this risk may include but will not be limited to, 
requiring such customers to pay off their loans.

The Company and the Bank are in the process of initiating communications with
all suppliers and vendors to determine the potential impact of such third 
party's failure to remediate their own Y2K issues.  These third parties 
include other financial institutions, office supply vendors and telephone,
electric and other utility companies.  The Company and the Bank are 
encouraging its counterparts, vendors and customers to conduct their own Y2K 
assessments and to take appropriate steps to become Y2K compliant.

There can be no assurances that all hardware and software that the Company 
and the Bank will use or that their customers, other vendors and utility 
companies will use will be Y2K compliant.  The Company's and the Bank's 
customers, other vendors and utility companies may be negatively affected by
the Y2K issue and any difficulties incurred by them in solving the Y2K issues
could negatively affect their ability to perform their agreements with 
the Company and the Bank.

As part of their normal business practice, the Company and the Bank maintain 
contingency plans to follow in the event of emergency situations, some of 
which could arise from Y2K-related problems.  The Company and the Bank are in
the process of formulating a detailed Y2K contingency plan which will assess 
several possible scenarios to which the Company may be required to react.

The foregoing are forward-looking statements reflecting management's current
assessments and estimates with respect to the Company's Y2K compliance 
efforts and the impact of Y2K issues on the Company's business and 
operations.  Various factors could cause actual plans and results to differ 
materially from those contemplated by such assessments, estimates and 
forward-looking statements, many of which are beyond control of the Company. 
Some of these factors include, but are not limited to, representations by the
Company's and Bank's vendors and customers, technological advances, economic
considerations and customers perceptions.  The Y2K compliance program is an 
ongoing process involving continual evaluation and may be subject to change 
in response to new developments.

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.

Selected Statistical Information

NONPERFORMING ASSETS

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

                                                           1998      	1997
                                                  (Amounts in thousands, except
                                                          financial ratios)
Nonperforming assets:
Nonperforming loans:
Nonaccrual loans			                                    $	    775	   		1,005
Past-due loans		                                       			 1,377   		   107 
Nonperforming loans			                                     2,152 	  		1,112

 Real estate acquired through foreclosure		                  137		  	 1,075
Total nonperforming assets	                             $	 2,289  			 2,187


Ratios:	
Nonperforming loans to loans, net of
 unearned income					                                       1.81%			    .92

Nonperforming assets to loans(net of unearned
 income) and real estate acquired through
 foreclosure						                                          1.92%			   1.79

Nonperforming assets to total assets		                  	  1 .17%			   1.18

Allowance for loan losses to
 Nonperforming loans				                                   81.13%		  157.55 

Allowance for loan losses to
 nonperforming assets				                                  76.28%			  80.11


Interest income on nonaccrual loans which would have been reported for the 
three and nine month periods ended September 30, 1998 totaled approximately 
$18,000 and $61,000.  The Company recorded approximately $22,000 in income 
on these loans for the nine month period ended September 30, 1998.

ALLOWANCE FOR LOAN LOSSES

The following table summarize  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 September 30, 1998 and
December 31, 1997.

                                                         1998	       	1997

Loans, net of unearned income 		              		    $	119,195	    	121,414

Average loans, net of unearned income and the
 allowance for loan losses				                      $	118,565    		115,657

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

Loans charged off:
 Commercial, financial, and agricultural				              110 		        68
 Real estate- mortgage					 	                              35	         169
 Installment loans to individuals					                    188		        436
Total loans charged off					                              333	  	      673

Recoveries of loans previously charged off:
 Commercial, financial, and agricultural		                 13	 	        84
 Real estate- mortgage						                               68 		        85
 Installment loans to individuals					                    121  		      149
Total loans recovered					                                202		        318

 	Net loans charged off 					                             131 		       355

Additions to allowance for loan losses 
  charged to operating expense					                       125 		       301

Allowance for loan losses at period end			           $	 1,746		      1,752

Ratio of net loans charged off to average 
 loans, net of unearned income and the allowance 
 for loan losses						                                   .11%		        .31

Allowance for loan losses to loans, net of 
   unearned income			                              			  1.46%		       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 September 30, 1998.

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

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

              None

ITEM 3.      DEFAULTS UPON SENIOR SECURITIES

              None

ITEM 4.      SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

        	     None

ITEM 5.      OTHER INFORMATION

Pursuant to Rule 14a-4(c)(1) promulgated under the Securities Exchange Act of
1934, as amended, shareholders desiring to present a proposal for 
consideration at the Company's 1999 Annual Meeting of Shareholders must notify 
the Company in writing at its principal office at 175 John Wesley Dobbs 
Avenue, NE., Atlanta, Georgia 30303 of the contents of such proposal no later
than March 12, 1999 .  Failure to timely submit such a proposal will enable 
the proxies appointed by management to exercise their discretionary voting 
authority when the proposal is raised at the Annual Meeting of Shareholders 
without any discussion of the matter in the proxy statement.

ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K

              None


SIGNATURES


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


                                CITIZENS BANCSHARES CORPORATION



Date:   November 16, 1998            	By: /s/ James E. Young  
                                          James E. Young 
                                          President and Chief Executive Officer 

Date:   November 16, 1998 			         By:  /s/ Willard C. Lewis        
                                          Willard C. Lewis
                                          Senior Executive Vice President and
                                          Chief Operating Officer