THIS  CONFORMING PAPER FORMAT IS BEING SUBMITTED PURSUANT TO RULE
     901(d) OF REGULATION S-T

                   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 June 30, 1997             

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

     For the transition period from  ____________ to _____________

                         Commission File No:  0 - 14535

                         CITIZENS BANCSHARES CORPORATION                  

                  (Name of small business issuer in its charter)


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


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


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


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

          State  the  number  of shares outstanding if each of the issuer's
          classes  of  common  equity  as  of the latest practicable date: 
          1,329,684 shares of Common Stock, $1.00 par value, outstanding on
          August 1, 1997.       



<TABLE>
<CAPTION>

Part I. Financial Information:
                      Citizens Bancshares Corporation and Subsidiary
                                Consolidated Balance Sheets
                            June 30, 1997 and December 31, 1996
             (unaudited-amounts in thousands, except per share amounts)

                      ASSETS
                                                         1997         1996

     <S>                                          <C>   <C>          <C>
     Cash and due from banks                      $     8,905        8,968
     Federal funds sold                                 2,200       10,200
     Investment securities: 
       Held to maturity                                20,392       26,072
       Available for sale                               8,822       13,269
              Total investments                        29,214       39,341

     Loans, net of unearned income                     80,392       82,408
        Less allowance for loan losses                  1,290        1,441
              Loans, net                               79,102       80,967

     Premises and equipment, net                        3,364        2,891
     Real estate acquired through foreclosure             803           63
     Other assets                                       4,789        2,448

               Total assets                       $   128,377      144,878


          LIABILITIES AND SHAREHOLDERS' EQUITY

     Liabilities:
     Deposits:
          Noninterest-bearing                     $    35,454       46,328
          Interest-bearing                             80,891       86,560
                   Total deposits                     116,345      132,888

     Treasury, tax and loan account                       132          116
     Federal Funds Purchased                                0        -
     Long-term debt and obligations under capital le      675          765
     Other liabilities                                  1,222        1,147
                   Total liabilities                  118,374      134,916

     Shareholders' equity:
     Common stock-$1 par value.  Authorized 
         5,000,000 shares; issued and outstanding
        1,329,684 shares                                1,330        1,330
     Additional Paid-In Capital                         1,470        1,470
     Unrealized (loss)gain on available for sale sec      (26)         (31)
     Retained earnings                                  7,229        7,193
               Total shareholders' equity              10,003        9,962
          
               Total liabilities and sharehol     $   128,377      144,878
</TABLE>
<TABLE>
<CAPTION>


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

                                                          Three  Mon       Six  Months
                                                            Ended June              Ended June 30,
                                                        1997         1996       1997       1996

     INTEREST INCOME:
       <S>  <C>         <S>                       <C>   <C>          <C>         <C>        <C>
       Loans, including fees                      $     1,838        1,658       3,603      3,246
       Investment securities
             Taxable                                      588          751       1,241      1,407
             Tax-exempt                                    28           19          46         41
       Federal funds sold                                  24          117         106        250
                 Total interest income                  2,478        2,545       4,996      4,944

     INTEREST EXPENSE:
       Deposits                                           782          700       1,605      1,403
       Treasury tax, and loan account                       2            1           3          3
       Long-term debt                                      14           16          30         29
                 Total interest expense                   798          717       1,638      1,435

                 Net interest income                    1,680        1,828       3,358      3,509

       Provision for loan losses                        -            -            -          -
                 Net interest income after provision for
                    possible loan losses                1,680        1,828       3,358      3,509

     NONINTEREST INCOME:
       Service charges on deposit accounts                809          938       1,621      1,869
       Other operating income                             116           57         250        186
                 Total noninterest income                 925          995       1,871      2,055

     NONINTEREST EXPENSE:
       Salaries and employee benefits                   1,388        1,356       2,835      2,594
       Net occupancy and equipment                        419          359         828        857
       Other operating expenses                           839          796       1,517      1,462
                 Total other expense                    2,646        2,511       5,180      4,913

                 (Loss) earnings before income taxes      (41)         312          49        651

         Income tax (benefit) expense                     (23)          70          13        142

                 Net (loss) earnings              $       (18)         242          36        509


         Net (loss) earnings per common share     $     (0.01)        0.18        0.03       0.38

         Average outstanding shares                     1,330        1,330       1,330      1,330

</TABLE>
<TABLE>
<CAPTION>
                            Citizens Bancshares Corporation and Subsidiary
                                   Consolidated Statements of Cash Flows
                                 Six months ended June 30, 1997 and 1996
                      (unaudited-amounts in thousands, except per share amounts)

                                                                  1997    1996

     Cash flows from operating activities:
     <S>                                                    <C>       <C>  <C>
     Net earnings                                           $         36   509
     Adjustments to reconcile net earnings
       to net cash provided by operating activities:
       Depreciation and amortization                                 375   305
       Amortization (accretion), net                                   4    17
       Amortization (accretion) of deferred loan fees                 17    15
       Gain on sale of securities                                    (10)   - 
       Increase in other assets                                   (2,370)  (158)
       Increase (decrease) in accrued expenses and other lia          76   (346)

     Net cash (used) provided by operating activities             (1,872)   342

     Cash flows from investing activities:
      Proceeds from maturities of investment 
         securities held to maturity                              5,688  6,414
      Proceeds from maturities of investment
         securities available for sale                           10,969  1,000
      Purchases of investment securities held to maturity          -     (6,500)
      Purchases of investment securities available for sale     (6,517)  (6,370)
      Net (decrease) increase in loans                           1,039   (3,771)
      Purchases of premises and equipment                        ( 848)   (841)
      Proceeds from sale of real estate acquired through forecl    95     121

      Net cash provided (used) by investing activities          10,426   9,947)

      Cash flows from financing activities:
      Net (decrease) in demand deposits                    (10,874)      2,472
      Net decrease in time deposits                         (5,669)     (1,078)
      Net increase in federal funds purchased                -           1,600
      Principal payment on long-term debt                      (90)        (45)
      Net increase in treasury, tax and loan account            16         394

     Net cash (used) provided by  financing activities      (16,617)      3,343

    Net decrease in cash and cash equivalents               (8,063)     (6,262)
    Cash and cash equivalents at beginning of period         19,168     14,015

    Cash and cash equivalents at end of period          $    11,105      7,753

    Supplemental disclosures of cash paid during the period for:
    Interest                                           $     1,667       1,412

    Income taxes                                       $     -             294

   Supplemental disclosures of noncash transactions:
     Real estate acquired through foreclosure          $       836          92

</TABLE>



                     CITIZENS BANCSHARES CORPORATION AND SUBSIDIARY
                    Notes to the Consolidated Financial Statements
                                June 30, 1997 and 1996
                                      (unaudited)

          1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

          The  consolidated  financial  statements  of  Citizens Bancshares
          Corporation  and Subsidiary ( the "Company" ) as of June 30, 1997
          and  for  the  three  and six month periods ended  June  30, 1997
          and 1996 are unaudited.  In  the  opinion  of  management, all 
          adjustments necessary  for  a fair presentation of the financial 
          position and results  of  operations and cash flows for the three 
          month period have  been  included.   All adjustments are of a normal 
          recurring nature.


          2. ACCOUNTING AND REGULATORY MATTERS

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

          SERVICING RIGHTS     

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


          IMPAIRED LOANS

          Management considers a loan to be impaired when, based on current
          information  and  events,  it  is  probable  that all amounts due
          according  to  the  contractual  terms  of  the  loan will not be
          collected.    Impaired  loans  are  measured based on the present
          value  of  expected  future  cash flows, discounted at the loan s
          effective  interest  rate,  or  at  the  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
          p l a ced  on  nonaccrual  status,  current  period  accrued  and
          uncollected  interest  is  charged  to  interest  income on loans
          unless  management  feels  the  accrued  interest  is recoverable
          through  the liquidation of collateral.  Interest income, if any,
          on nonaccrual  loans is generally recognized on the cash basis.

          At  June  30,  1997,  the  recorded  investment in loans that are
          considered  to  be  impaired    was  approximately  $1,292,000, a
          decrease  of  $667,000  from  December  31,  1996  (of  which
          approximately  $1,093,000 and $1,955,000,  respectively, were on a
          nonaccrual  basis).    The  related allowance for loan losses for
          each  of  these  loans  was  approximately $164,000 and $393,000,
          respectively.  For  the  three  month and six month periods ended
          June  30,  1997,  the Company recognized approximately $5,000 and
          $19,000  interest  income  on  these impaired loans on an accrual
          basis, respectively.


          NONPERFORMING ASSETS

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

          Accrual  of  interest  on  loans  is discontinued when reasonable
          doubt  exists  as  to  the full, timely collection of interest or
          principal  or they become contractually in default for 90 days or
          more  as  to either interest or principal unless the loan is well
          secured  and  in process of collection.  When a loan is placed on
          nonaccrual status, previously accrued and uncollected interest is
          charged  against interest income on loans unless management feels
          the  accrued  interest  is recoverable through the liquidation of
          the collateral.

          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  borrower  to  comply with the loan repayment
          terms.

          Nonperforming   loans   decreased   approximately   $223,000   to
          $1,142,000  at  June  30,  1997,  from $1,365,000 at December 31,
          1996.     Real  estate  acquired  through  foreclosure  increased
          approximately  $740,000 or 117% from $63,000 at December 31, 1996
          to  $803,000  at June 30, 1997.  Nonperforming assets represented
          2.40%  of  loans, net of unearned income and real estate acquired
          through  foreclosure  at  June  30,  1997 as compared to 1.73% at
          December 31, 1996.
<TABLE>
<CAPTION>

          The decrease in nonperforming assets relative to loans, net of
          unearned  income  and  real  estate acquired through foreclosure,
          reflects  management  s continuous effort to reduce nonperforming
          assets.    The  table  below  presents a summary of the Company s
          nonperforming assets at June 30, 1997 and December 31, 1996.

                                         1997           1996                   
                                      (Amounts in thousands, except        
                                              financial ratios)
 Nonperforming assets:
   Nonperforming loans:
     <S>                           <C>   <C>                <C>
     Nonaccrual loans              $     1,093              1,286
     Past-due loans                         49                 79     
        Nonperforming loans              1,142              1,365
   
Real estate acquired through foreclosure   803                 63           
    Total nonperforming assets     $     1,945              1,428           


Ratios:   
  Nonperforming loans to loans, net of
  unearned income                         1.42%              1.66%
                                                                   

Nonperforming assets to loans(net of unearned
 income) and real estate acquired through
 foreclosure                              2.40%              1.73%  

Nonperforming assets to total assets     1 .52%               .99%              

Allowance for loan losses to
nonperforming loans                     112.96%             105.57%


Allowance for loan losses to
nonperforming assets                     66.32%             100.91%

</TABLE>

Interest income on nonaccrual loan which would have been reported
for  the  three  and  six    months  ended  June 30, 1997 totaled
approximately  $24,000  and    $91,000.      The Company recorded
approximately  $2,000 and  $43,000 interest income on these loans
for the three and six  months period ended June 30, 1997.



          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 period ended June 30, 1997 and December 31, 1996.

<TABLE>
                                           1997      1996                      

   <S>                               <C>           <C>
   Loans, net of unearned income      $ 80,392      82,408  

   Average loans, net of unearned
    income and the allowance for
    loan losses                      $  79,844      73,576   

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

   Loans charged off:
     Commercial, financial,
       and agricultural                      3         111
     Real estate- mortgage                 148         237
     Installment loans to 
       individuals                         164          76 
    Total loans charged off                315         424  

   Recoveries of loans previously 
     charged off:
     Commercial, financial, 
       and agricultural                     17          38
     Real estate- mortgage                  77         104
     Installment loans to
       individuals                          70          92    
    Total loans recovered                  164         234 

    Net loans charged off                  151         190

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

 Allowance for loan losses at
      period end                        $ 1,290      1,441  

 Ratio of net loans charged off
  to average loans, net of
  unearned income and the allowance 
  for loan losses                           .19%       .26

 Allowance for loan losses to loans,
   net of unearned income                  1.60%      1.75

</TABLE>
                              
          Credit  reviews  of  the  loan  portfolio  designed  to  identify
          potential  charges  to the allowance for  loan losses, as well as
          to  determine the adequacy of the allowance for loans 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
          e x p erience,  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 June 30, 1997.

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


              ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS


                                     INTRODUCTION


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

          The  following discussion is of the Company's financial condition
          as  of  June  30, 1997 and the changes in financial condition and
          results  of  operations for the three and six month periods ended
          June 30, 1997 and 1996. 


                                 RESULTS OF OPERATIONS

          Net Interest Income:
          Net  interest  income represents the excess of income received on
          interest-earning  assets  and  interest  paid on interest-bearing
          liabilities.    Net  interest  income for the three month and six
          month   periods  ended  June  30,  1997  decreased  approximately
          $148,000  and  $151,000 or 8% and 4% respectively.  The  combination
          of higher volune as well as higher rates paid on interest  bearing 
          liabilities  decreased  the Company's net interest margin  to  
          5.45%  for the period ended June 30, 1997 compared to 5.79% in 1996.

          Noninterest income:
          Noninterest  income decreased approximately $70,000 or 7% for the
          three month period ended June 30, 1997 and approximately $184,000
          or 9% for the six month period ended June 30, 1997 as compared to
          the  same  period in 1996.  The decrease in noninterest income is
          due  to  a decrease in service charges on deposits of $248,000 or
          13%. 

          Noninterest expense:
          Noninterest expense increased approximately $135,000 and $267,000
          or  5%  for  the  three and six month periods ended June 30, 1997
          respectively,  as  compared  to  the  same  period  in 1996.  The
          increase  is  attributable  to  a  combination  of an increase in
          salaries  and  employee  benefits  of  $241,000,  a  decrease  in
          occupancy  expense  of $29,000 and an increase in other operating
          expenses  of  $55,000.      The increase in salaries and employee
          benefit  costs is due to new hires, normal salary adjustments and
          increased employee benefits. 

          Net earnings:
          The  Company  had a  net loss of approximately ($18,000) or ($0.01)
          per  share for the three month period ended June 30, 1997 and net
          earnings  of $36,000 or $0.03  per share for the six month period
          ended June 30, 1997 as compared to $242,000 and $509,000 or $0.18
          and $0.38 per share in 1996. The  $473,000 or 93% decrease in net
          earnings  as compared to 1996 is attributable to a combination of
          declining  net interest income and noninterest income of $151,000
          and $184,000 respectively, and an increase in noninterest expense
          of approximately $267,000.


                                      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,
          repayments of loans, and maturities of investment securities. The
          Company  continues  to meet liquidity needs primarily through the
          sale  of  federal funds and managing the maturities of investment
          securities.   At June 30,1997, approximately 9% of the investment
          portfolio  matures  within  the next year, 61% after one year but
          before  five  years.    In  addition, federal funds sold averaged
          approximately  $3.9  million  during  the six  month period ended
          June  30,  1997. The Company is a member of the Federal Home Loan
          Bank  of  Atlanta,  the  Federal  Reserve  System  and  maintains
          relationships  with  several correspondent banks and, thus, could
          obtain funds on short notice. Company management closely monitors
          and  maintains  appropriate levels of interest-earning assets and
          interest-bearing  liabilities,  so  that maturities of assets are
          s u c h  that  adequate  funds  are  provided  to  meet  customer
          withdrawals and loan demand.



                                  CAPITAL RESOURCES


          Quantitative measures established by regulation to ensure capital
          adequacy  require  the  Company  to  maintain minimum amounts and
          ratios of total Tier 1 capital to risk weighted assets and Tier 1
          capital  to  average  assets.  As  of June 30, 1997 the Company s
          actual capital amounts and ratios are as follows:

                                                           For
                                                          Capital
                                   Actual           Adequacy Purposes
                                         (amounts in thousands)
                                  Amount     Ratio       Amount  Ratio 
    Total Capital (to Risk
    Weighted Assets):
       Consolidated             $ 11,067   12%           $7,254   >= 8% 
       Bank                     $ 11,679   13%           $7,251   >= 8% 
                

   Tier 1 Capital (to Risk
           Weighted Assets):
       Consolidated             $  9,932   11%           $3,627   >= 4%
       Bank                     $ 10,544   12%           $3,625   >= 4%
                

   Tier 1 Capital (to
     Average Assets):        
       Consolidated             $  9,932    7%           $5,528   >= 4% 
       Bank                     $ 10,544    7%           $5,527   >= 4% 


PART II.  OTHER INFORMATION


          ITEM 1.     LEGAL PROCEEDINGS

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


          ITEM 2.     CHANGES IN SECURITIES

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


          ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

                             None


          ITEM 4.      SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

                    None 


          ITEM 5.     OTHER INFORMATION

          Effective  July  1,  1997,  Mr.  William L. Gibbs resigned as the
          President and Chief Executive Officer of the Bank. Dr. Johnnie L.
          Clark,  Vice  Chairman  of  the Company s Board of Directors, was
          named as his temporary replacement.

          Effective July 27, 1997, the Company signed a letter of intent to
          merge  with  First  Southern    Bancshares,  Inc..  The merger is
          contingent upon regulatory and shareholder approval.  


          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:   August 13, 1997          By:   /s/ Johnnie L. Clark 
                                        Johnnie L. Clark
                                        President   and   Chief   Executive
                                        Officer 


       Date:   August 13, 1997          By:   /s/ Ann I. Scott  
                                        Ann I. Scott
                                        Senior Vice President and Controller