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, 1999

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

        For   the   transition  period  from    ____________   to_____________

                     Commission File No:  0 - 14535

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


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


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


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


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

State  the  number of shares outstanding if each of the  issuer's
classes  of  common  equity  as of the latest  practicable  date:
2,164,065 shares of Common Stock, $1.00 par value, outstanding on
April 30, 1999.


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

                    ASSETS                          March 31,      December 31,
                                                      1999             1998

  Cash and due from banks                    $       11,003   $       13,081
  Interest bearing deposits                           5,319           11,125
  Federal funds sold                                    153              553
  Investment securities:
    Held to maturity                                  9,807           14,314
    Available for sale                               47,049           36,175
    Other investments                                 1,271            1,271
      Total investments                              58,127           51,760

  Loans, net of unearned income                      117,434          118,063
   Less allowance for loan losses                     (1,746)          (1,703)
      Loans, net                                     115,688          116,360

  Loans held for sale                                    452              406

  Premises and equipment, net                          5,716            5,957
  Cash value of life insurance                         4,337            4,030
  Other assets                                         5,552            3,555
          Total assets                        $      206,347   $      206,827


      LIABILITIES AND STOCKHOLDERS' EQUITY

  Liabilities:
  Deposits:
    Noninterest-bearing                       $       51,291   $       49,612
    Interest-bearing                                 132,163          135,060
                Total deposits                       183,454          184,672

  Other borrowed funds                                 1,329            1,428
  Accrued expenses and other liabilities               3,073            2,198
               Total liabilities                     187,856          188,298

  Stockholders' equity:
  Common stock-$1 par value.  Authorized
    5,000,000 shares; issued and outstanding
    2,164,065 shares                                   2,164            2,164
    Additional paid-in capital                         6,174            6,174
    Retained earnings                                  9,826            9,606
    Accumulated other comprehensive income               327              585
                Total stockholders' equity            18,491           18,529

  Total liabilities and stockholders' equity  $      206,347   $      206,827




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

                                                             Three  Months
                                                           Ended March 31,

                                                           1999       1998
INTEREST  INCOME:
     Loans, including fees                       $        2,911   $    2,866
     Investment securities
               Taxable                                      637          485
               Tax-exempt                                   112           58    
     Interest bearing deposits                              125          105
     Federal funds sold                                       6           50
                    Total interest income                 3,791        3,564

      INTEREST EXPENSE:
        Deposits                                          1,287        1,209
        Other borrowed funds                                 31           24
                    Total interest expense                1,318        1,233


                    Net interest income                   2,473        2,331
    Provision for loan losses                                62            -
              Net interest income after provision for
                       loan losses                        2,411        2,331  

      NONINTEREST INCOME:
        Service charges on deposit accounts                 931          941
        Commission and fees                                 848          593
        Other operating income                              352          283 
                    Total noninterest income              2,131        1,817 

      NONINTEREST EXPENSE:
        Salaries and employee benefits                    1,833        1,810 
        Net occupancy and equipment                         650          644
        Other operating expenses                          1,294          956 
                    Total other expense                   3,777        3,410


                    Income before income taxes              765          738
                                                            548

          Income tax expense                                220          234

                    Net income                              545          504


 Other comprehensive income, net of tax:
 Unrealized holding gains (losses) arising during the pe   (255)          73
 Less: reclassification adjustment for gains included
               in net income                                 (3)         (11)

      Comprehensive income                              $    287   $      566


  Net income per common share, basis and diluted        $   0.25   $     0.23

 Weighted average outstanding shares, basis and diluted     2,164       2,164




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

                                                             Three  Months
                                                             Ended March 31,
                                                           1999           1998

 Cash flows from operating activities:
    Net income                                       $      545   $        504
    Adjustments to reconcile net income
     to net cash used in operating activities:
     Provision for loan losses                               62              -
        Depreciation and amortization                       301            253
        Amortization (accretion), net                         7            (14)
        Gain on investments                                  (4)             -
        Loss on sale of assets                               18              -
        Net change in loans held for sale                   (46)           322
        Increase in other assets                         (2,225)        (1,201)
        Increase (decrease) in accrued  
        expenses and other liabilities                       875           (180)

       Net cash used in operating activities                (467)          (316)

 Cash flows from investing activities:
  Proceeds from maturities of investment securities 
      held to maturity                                     4,507          4,330
  Proceeds from maturities of investment securities 
      available for sale                                   4,623          5,263
  Purchases of investment securities held to maturity        -             -
  Purchases of investment securities available for sale  (15,626)       (6,494)
  Net decrease in other investments                            -           682
  Net  decrease in loans                                     610          1,925
  Increase in cash surrender value                          (307)          (23)
  Purchases of premises and equipment                        (60)          (108)
  Net change in interest bearing deposit                   5,806        (11,190)
  Net change in federal funds sold                           400            971
  Proceeds from sale of real estate acquired 
    through foreclosure                                       77             -

      Net cash provided by (used in) investing activities     30         (4,644)

 Cash flows from financing activities:
  Net increase in demand deposits                          1,679          1,227
  Net increase (decrease) in time and savings deposits    (2,897)         5,041
  Net decrease in other borrowed funds                       (98)          (391)
  Principal payment on long-term debt                          -           (45)
  Dividends paid                                            (325)            -

      Net cash provided by (used in) financing activities (1,641)         5,832

        Net change in cash and due from banks             (2,078)           872

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

 Cash and due from banks at end of period         $       11,003   $     11,509

 Supplemental disclosures of cash paid during the
   period for:

    Interest                                      $        1,322   $      1,350
  
    Income taxes                                  $          193   $         75

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



        CITIZENS BANCSHARES CORPORATION AND SUBSIDIARIES
         Notes to the Consolidated Financial Statements
                     March 31, 1999 and 1998
                           (unaudited)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

The  accompanying  consolidated financial  statements  have  been
prepared  pursuant to the rules and regulations for reporting  on
Form  10-QSB.   Accordingly,  certain  disclosures  required   by
generally accepted accounting principles are not included herein.
In preparing the consolidated financial statements, management is
required  to  make  estimates  and assumptions  that  affect  the
reported   amounts  in  the  consolidated  financial  statements.
Actual  results could differ significantly from those  estimates.
Material  estimates  common  to the  banking  industry  that  are
particularly susceptible to significant change in the  near  term
are  the  allowance  for  loan losses  and  valuation  allowances
associated  with the recognition of deferred tax  assets.   These
interim  statements  should  be  read  in  conjunction  with  the
financial  statements and notes thereto included in the company's
latest Annual Report on Form 10-KSB.

The  consolidated  financial statements  of  Citizens  Bancshares
Corporation  and Subsidiaries ( the "Company" ) as of  March  31,
1999  and  for the three months ended March 31,1999 and 1998  are
unaudited.    In  the  opinion  of  management,  all  adjustments
necessary  for a fair presentation of the financial position  and
results  of operations and cash flows for the three month  period
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 Companys Annual Report on Form 10-KSB  for  the
year  ended  December 31, 1998.  The Company has  followed  those
policies in preparing this report.

COMMON STOCK

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

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

NET INCOME PER SHARE

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

IMPACT OF NEW ACCOUNTING STANDARD

In  June  1998, the Financial Accounting Standards  Board  issued
Statement  of  Financial Accounting Standard  (SFAS)  No.  133,
Accounting  for  Derivative Instruments and  Hedging  Activities,
which  will require that all derivative financial instruments  be
recognized as either assets or liabilities on the balance  sheet.
SFAS  No. 133 will be effective no later than the Companys first
quarter  of 2000.  The Company is evaluating the effects  of  the
new statement and when to implement the new requirements.

RECLASSIFICATIONS

Certain  1998  amounts have been reclassified to conform  to  the
1999 presentation.


ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS
                                
                                
                          INTRODUCTION

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

The  following discussion is of the Company's financial condition
as  of  March 31, 1999 and the changes in the financial condition
and results of operations for the three month periods ended March
31, 1999 and 1998.

                       FINANCIAL CONDITION

During  the first quarter of 1999,  the Company, interest bearing
deposits  deceased  $5,806,000 or 52.19% and federal  funds  sold
deceased  $400,000.  The decreases in interest  bearing  deposits
and  federal  funds sold are offset by a $6,367,000  increase  in
investment securities.

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 March 31, 1999 and December 31, 1998, the
Company's    investment    securities    portfolio    represented
approximately 28.2% and 25.0% of total assets, respectively.  The
carrying   value  of  the  investment  portfolio   increased   by
$6,367,000 or 12.3% during the first quarter.

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 loans
effective interest rate, or at the loans observable market
price, or the fair value of the collateral if the loan is
collateral dependent.

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

At  March  31,  1999, the recorded investment in loans  that  are
considered  to  be  impaired  was  approximately  $2,598,000,   a
decrease  of  $800,000  from  December  31,  1998.   The  related
allowance   for  loan  losses  for  each  of  these   loans   was
approximately $514,000 and $568,000, respectively.  For the three
months ended March 31, 1999, the Company recognized approximately
$29,000  in interest income on these impaired loans on an accrual
basis.

NONPERFORMING ASSETS

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

With  the  exception  of the loans included within  nonperforming
assets  in the table below, management is not aware of any  loans
classified   for   regulatory   purposes   as   loss,   doubtful,
substandard,  or  special mention that have  not  been  disclosed
which  (1) represent or result from trends or uncertainties which
management  reasonably  expects  will  materially  impact  future
operating  results,  liquidity,  or  capital  resources,  or  (2)
represent  any information on material credits  which  management
is  aware that causes management to have serious doubts as to the
abilities  of  such borrowers to comply with the  loan  repayment
terms.

Nonperforming   loans   decreased   approximately   $815,000   to
$1,338,000  at  March 31, 1999 from $2,153,000  at  December  31,
1998.   Nonperforming assets represented 1.18% of loans,  net  of
unearned  income and real estate acquired through foreclosure  at
March 31, 1999 as compared to 1.95% at December 31, 1998.

The table below presents a summary of the Companys nonperforming
assets at March 31, 1999 and December 31, 1998.

                                           1999                1998
                                      (Amounts in thousands,  except
                                              financial ratios)
Nonperforming assets:
   Nonperforming loans:
     Nonaccrual loans                  $     997              $ 1,683  
      Past-due  loans                        341                  470
         Nonperforming loans               1,338                2,153

    Real  estate  acquired through
      foreclosure                             52                  147
   Total   nonperforming  assets        $  1,390             $  2,300

Ratios:
   Nonperforming loans to loans, net of
      unearned income                     1.14%                 1.82%

   Nonperforming assets to loans 
   (net of unearned income) and
    real estate acquired through
      foreclosure                         1.18%                 1.95%

   Nonperforming assets to total assets   0.67%                 1.11%

 Allowance for loan losses to
        nonperforming  loans            130.54%                 79.15%

   Allowance for loan losses to
         nonperforming     assets       125.67%                  74.08%


Interest  income  on  nonaccrual  loans  which  would  have  been
reported  for  the  three  months ended March  31,  1999  totaled
approximately $22,000.

ALLOWANCE FOR LOAN LOSSES

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

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

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

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

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

A substantial portion of the Company's loan portfolio is secured
by  real  estate in the metropolitan Atlanta market. Accordingly,
the  ultimate  collectibility of a  substantial  portion  of  the
Company's loan  portfolio is susceptible to changes  in  market
conditions in the metropolitan Atlanta area.  The Company's loans
to  area  churches was approximately $35.9 million at  March  31,
1999  compared to $36.7 at December 31, 1998 which  is  generally
secured  by  real estate.  The accounting loss the Company  would
incur  if any party to the financial instrument failed completely
to  perform  according  to  the terms of  the  contract  and  the
collateral  proved to be of no value, is equal to the outstanding
balance of the financial instrument.
                              
The  following table summarizes  loans, changes in the  allowance
for  loans  losses arising from loans charged off, recoveries  on
loans  previously charged off by loan category, and additions  to
the allowance which have been charged to operating expense as  of
and for the periods ended March 31, 1999 and December 31, 1998.

                                                     1999             1998
                                                (Amounts in thousands, except
                                                       financial ratios)


Loans,  net of unearned income                         $117,434      $118,063

Average loans, net of unearned income and the
      allowance  for  loan  losses                     $116,073      $118,484

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

Loans charged off:
  Commercial,financial, and agricultural                      1           145
  Real estate - loan                                          2            85
  Installment loans to individuals                           46           215
     Total loans charged off                                 49           445

Recoveries of loans previously charged off:
  Commercial, financial, and agricultural                     -            21
  Real  estate - loan                                         1            69
  Installment loans to individuals                           29           131
     Total  loans  recovered                                 30           221

      Net  loans charged  off                                19           224

Additions to allowance for loan losses
      charged  to operating  expense                         62           175

Allowance  for loan losses at period  end          $      1,746     $   1,703

Ratio of net loans charged off to average loans, net
 of  unearned  income  and  the  allowance  for  
   loan  losses                                           0.02%          0.19%

Allowance for loan losses to loans, net of
   unearned income                                        1.49%          1.44%


DEPOSITS

Total  deposits deceased $1,218,000 or 0.7% for the  three  month
period.   Noninterest  bearing deposits increased  $1,679,000  or
3.4%,  while  time deposit decreased $2,897,000  or  2.4%.   This
growth  in noninterest bearing deposits is attributed to  several
marketing  programs  enacted by the Company  as  well  as  normal
growth.   The decrease in interest-bearing deposits is  primarily
due  to interest sensitive customers shifting their funds out  of
the  Bank  as they look for higher yields in a low interest  rate
environment.



                      RESULTS OF OPERATIONS

Net Interest Income:
Net  interest income represents the excess of income received  on
interest-earning  assets  and interest paid  on  interest-bearing
liabilities.   Net  interest income for the  first  quarter  1999
increased $142,000 to $2,473,000 compared to $2,331,000  for  the
three  month  period  ended March 31, 1998.  The  combination  of
reducing  nonaccrual  loans by $686,000 and  past  due  loans  by
$129,000, higher volume in the investment portfolio, lower  rates
paid on interest bearing liabilities increased the Company's  net
interest  margin  to  5.65%  for the  first  quarter  ended  1999
compared to 5.62% in the first quarter of 1998.

Noninterest income:
Noninterest income increased approximately $314,000  or  17%  for
the  three month period ended March 31, 1999 as compared  to  the
same  period in 1998.  The increase in noninterest income is  due
primarily to an increase in commission and fees on mortgage loans
of  approximately $255,000 or 43%, as a result of increase volume
in loan closings.

Noninterest expense:
Noninterest  expense  increased  approximately  $367,000  or  11%
during  the three month period as compared to the same period  in
1998.   The  increase  is attributable to a combination  of  data
processing cost, professional services and costs associated  with
the  increased  mortgage  loan  volume.   Data  processing  costs
increased  approximately $122,000 due to growth in the  Company's
deposit  base and having the information systems area outsourced.
For the same period in 1998 data processing was handled in-house.
Salaries  and  other  costs  related  to  mortgage  loan  lending
activity increased $174,000 compared to March  31, 1998.

Net income:
The Company had net income of approximately $545,000 or $0.25 per
share during the first quarter ended 1999 as compared to $504,000
or  $0.23 per share in 1998.  The $41,000 increase in net  income
as  compared  to  1998  is attributable to  an  increase  in  net
interest  income and noninterest income of approximately $142,000
and  $314,000,  respectively, which is  partially  offset  by  an
increase in noninterest expense of $367,000.

                            LIQUIDITY

Liquidity is a bank's ability to meet deposit withdrawals,  while
also,  providing for the credit needs of customers. In the normal
course  of  business, the Company's cash flow is  generated  from
interest and fees on loans and other interest-earning assets. The
Company  continues  to  meet liquidity  needs  primarily  through
interest-bearing   deposits  and  managing  the   maturities   of
investment  securities.  At March 31,1999, approximately  11%  of
the  investment portfolio matures within the next year, 33% after
one  year  but before five years.  In addition, interest  bearing
deposits  averaged  approximately $11,170,000  during  the  three
month  period ended March 31, 1999.  The Company is a  member  of
the Federal Home Loan Bank of Atlanta, the Federal Reserve System
and maintains relationships with several correspondent banks and,
thus,  could  obtain  funds on short notice.  Company  management
closely  monitors and maintains appropriate levels  of  interest-
earning   assets  and  interest-bearing  liabilities,   so   that
maturities of assets are such that adequate funds are provided to
meet customer withdrawals and loan demand.



                        CAPITAL RESOURCES

Quantitative measures established by regulation to ensure capital
adequacy  require  the Company to maintain  minimum  amounts  and
ratios  of total and Tier 1 capital to risk weighted assets,  and
Tier  1  capital  to average assets. As of March  31,  1999,  the
Company's  total and Tier 1 capital to risk weighted  assets  and
Tier  1  to  average  assets were 14%, 13% and 10%  respectively.
Management believes, as of March 31, 1999, that the Company meets
all capital adequacy requirements to which it is subject.


                    YEAR 2000 PROCESSING RISK

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

The Company and Bank do not use proprietary computer hardware  or
software.  Therefore, they depend upon 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 or contingency plans in the process  of
implementation.   At this time, the servicing vendors  appear  to
have  completed their assessments and have described to the  Bank
their  time lines for renovation and testing.  Management has  no
reason  to  believe  at  this  time  that  all  mission  critical
applications  for  the Bank and Company will  not  be  adequately
addressed by our vendors plans.

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

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

The  costs  of  implementing Y2K solutions  on  mission  critical
systems  have  not been fully determined as of the date  of  this
report.   The  Bank's  local area computer  network  was  already
budgeted for upgrade in 1998 to ensure that workstations and file-
servers  will  be Y2K ready.  These upgrades and  Y2K  consultant
services  costed  approximately $360,000 in 1998.   As  of  March
1999,  the Company has spent approximately $9,000 related to  Y2K
cost  in  1999.    The  Company expects to  spend  an  additional
$91,000  related to Y2K system testing, renovations and equipment
purchases.

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

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

    -  A  number  of operational inconveniences and inefficiencies
  for the Company, its service providers or its customers that may
  divert the Company's time and attention and financial and human
  resources from its ordinary business activities.

   -  System malfunctions that may require significant efforts by
  the Company, its service providers or its customers to prevent or
  alleviate material business disruptions.

Even  if  the  Company  does  not  incur  significant  costs   in
connection  with  responding  to Y2K  issues,  there  can  be  no
assurance  that the failure or delay of the Company's  customers,
vendors or other third parties in addressing these issues or  the
costs  involved in such process will not have a material  adverse
effect on the Company's business, financial condition and results
of operations.

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

The  Company  has also been subject to regulatory review  of  its
overall Year 2000 plan and will continue to be monitored  by  its
regulators for its progress.

PART II.  OTHER INFORMATION


ITEM 1.      LEGAL PROCEEDINGS

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

ITEM 2.      CHANGES IN SECURITIES

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

ITEM 3.      DEFAULTS UPON SENIOR SECURITIES

           None

ITEM 4.      SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

           None

ITEM 5.      OTHER INFORMATION

           None

ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K

           None

SIGNATURES


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




                               CITIZENS BANCSHARES CORPORATION



Date:   May 12, 1999      By: /s/ James E. Young
                              James E. Young
                              President   and   Chief   Executive
                              Officer

Date:   May 12, 1999      By: /s/ Willard C. Lewis
                              Willard C. Lewis
                              Senior Executive Vice President and
                              Chief Operating Officer

Date:   May 12, 1999      By: /s/ Samuel J. Cox
                              Samuel J. Cox
                              Senior  Vice  President  and  Chief
                                   Financial Officer