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SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549



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FORM 10-Q



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended September 30, 2003



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -----------------------------------------------------------------------------------------



For the transition period from
 to



Commission file number: 000-25221



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CITIZENS HOLDING COMPANY

(exact name of registrant as specified in its charter)



|MISSISSIPPI                                                    |  | 64-0666512                               
|-------------------------------------------------------------- |  | -----------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I. R. S. Employer Identification Number)
|                                                               | 
|521 Main Street, Philadelphia, MS                              |  | 39350                                    
|(Address of principal executive offices)                       |  | (Zip Code)                               



Registrants
telephone number, including area code: 601-656-4692



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 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 past 90
days.    x  Yes ̈No



Indicate by check whether the registrant is an accelerated filer (as defined
in Rule 12b-2 of the Exchange Act).    x  Yes ̈No



Indicate the number of shares
outstanding of each of the issuers classes of common stock, as of the latest practicable date, November 10, 2003.



|Title                        |  | Outstanding
|---------------------------- |  | -----------
|Common Stock, $.20 par value |  | 4,975,578  



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##### Table of Contents

CITIZENS HOLDING COMPANY

THIRD QUARTER 2003 INTERIM FINANCIAL STATEMENTS

TABLE OF CONTENTS



|PART I.    |  | FINANCIAL INFORMATION
|---------- |  | ---------------------
|           |  |                      
|           |  | Item 1.              
|           |  |                      
|           |  |                      
|           |  |                      
|           |  |                      
|           |  |                      
|           |  |                      
|           |  |                      
|           |  |                      
|           |  |                      
|           |  |                      
|           |  |                      
|           |  | Item 2.              
|           |  |                      
|           |  | Item 3.              
|           |  |                      
|           |  | Item 4.              
|           | 
|PART II.   |  | OTHER INFORMATION    
|           |  |                      
|           |  | Item 6.              
|          
|SIGNATURES



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##### Table of Contents

PART I. FINANCIAL INFORMATION



ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS



CITIZENS HOLDING COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CONDITION



|                                                                                                                                             |  | September 30, 2003 |             | December 31, 2002
|-------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ----------- | -----------------
|ASSETS                                                                                                                                       |  |                    |             |                  
|                                                                                                                                             |  |                   
|Cash and due from banks                                                                                                                      |  | $                  | 16,885,092  |                  
|Interest bearing deposits with other banks                                                                                                   |  |                    | 3,988,025   |                  
|Federal Funds Sold                                                                                                                           |  |                    | 9,400,000   |                  
|Investment securities available for sale, at fair value                                                                                      |  |                    | 171,520,559 |                  
|Loans, net of allowance for loan losses of $4,868,980 in 2003 and $4,222,342 in 2002                                                         |  |                    | 340,758,835 |                  
|Premises and equipment, net                                                                                                                  |  |                    | 9,925,270   |                  
|Other real estate owned, net                                                                                                                 |  |                    | 940,824     |                  
|Accrued interest receivable                                                                                                                  |  |                    | 4,321,415   |                  
|Cash value of life insurance                                                                                                                 |  |                    | 2,786,899   |                  
|Intangible Assets                                                                                                                            |  |                    | 6,524,856   |                  
|Other assets                                                                                                                                 |  |                    | 4,845,680   |                  
|                                                                                                                                             |  |                    |             |                  
|TOTAL ASSETS                                                                                                                                 |  | $                  | 571,897,455 |                  
|                                                                                                                                             |  |                    |             |                  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                         |  |                    |             |                  
|                                                                                                                                             |  |                   
|LIABILITIES:                                                                                                                                 |  |                    |             |                  
|Deposits:                                                                                                                                    |  |                    |             |                  
|Noninterest-bearing demand                                                                                                                   |  | $                  | 68,582,689  |                  
|Interest-bearing NOW and money market accounts                                                                                               |  |                    | 133,690,838 |                  
|Savings deposits                                                                                                                             |  |                    | 36,513,611  |                  
|Certificates of deposit                                                                                                                      |  |                    | 221,974,547 |                  
|                                                                                                                                             |  |                    |             |                  
|Total deposits                                                                                                                               |  |                    | 460,761,685 |                  
|                                                                                                                                             |  |                   
|Accrued interest payable                                                                                                                     |  |                    | 699,889     |                  
|Federal Home Loan Bank advances                                                                                                              |  |                    | 48,883,668  |                  
|Directors deferred compensation payable                                                                                                      |  |                    | 1,851,148   |                  
|Other liabilities                                                                                                                            |  |                    | 3,232,859   |                  
|                                                                                                                                             |  |                    |             |                  
|Total liabilities                                                                                                                            |  |                    | 515,429,249 |                  
|Minority interest in consolidated subsidiary                                                                                                 |  |                    | 1,363,913   |                  
|                                                                                                                                             |  |                   
|STOCKHOLDERS EQUITY                                                                                                                         |  |                    |             |                  
|Common stock; $.20 par value, 22,500,000 shares authorized, and 4,974,578 shares outstanding at September 30, 2003, and at
December 31, 2002 |  |                    | 994,916     |                  
|                                                                                                                                             |  |                   
|Additional paid-in capital                                                                                                                   |  |                    | 2,899,331   |                  
|Retained earnings                                                                                                                            |  |                    | 50,072,145  |                  
|Unrealized gain on securities available for sale, net of deferred tax liability of $586,171 in 2003 and $1,549,508 in
2002                   |  |                    | 1,137,901   |                  
|                                                                                                                                             |  |                    |             |                  
|Total stockholders equity                                                                                                                   |  |                    | 55,104,293  |                  
|                                                                                                                                             |  |                    |             |                  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                   |  | $                  | 571,897,455 |                  
|                                                                                                                                             |  |                    |             |                  



See notes to consolidated financial
statements.



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CITIZENS HOLDING COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME



|                                                    |  | For the Three Months Ended September 30, |           | For the Nine Months Ended September 30,
|--------------------------------------------------- |  | ---------------------------------------- | --------- | ---------------------------------------
|                                                    |  | 2003                                     |           | 2002                                   
|INTEREST INCOME:                                    |  |                                          |           |                                        
|Loan income including fees                          |  | $                                        | 5,941,778 |                                        
|Investment securities                               |  |                                          | 1,564,871 |                                        
|Other interest                                      |  |                                          | 3,998     |                                        
|                                                    |  |                                          |           |                                        
|Total interest income                               |  |                                          | 7,510,647 |                                        
|                                                    |  |                                          |           |                                        
|INTEREST EXPENSE:                                   |  |                                          |           |                                        
|Deposits                                            |  |                                          | 1,572,462 |                                        
|Other borrowed funds                                |  |                                          | 454,840   |                                        
|                                                    |  |                                          |           |                                        
|Total interest expense                              |  |                                          | 2,027,302 |                                        
|                                                    |  |                                          |           |                                        
|NET INTEREST INCOME                                 |  |                                          | 5,483,345 |                                        
|                                                    |  |                                          |           |                                        
|PROVISION FOR LOAN LOSSES                           |  |                                          | 717,400   |                                        
|                                                    |  |                                          |           |                                        
|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES |  |                                          | 4,765,945 |                                        
|                                                    |  |                                          |           |                                        
|OTHER INCOME:                                       |  |                                          |           |                                        
|Service charges on deposit accounts                 |  |                                          | 858,633   |                                        
|Other service charges and fees                      |  |                                          | 217,221   |                                        
|Other income                                        |  |                                          | 598,545   |                                        
|                                                    |  |                                          |           |                                        
|Total other income                                  |  |                                          | 1,674,399 |                                        
|                                                    |  |                                          |           |                                        
|OTHER EXPENSES:                                     |  |                                          |           |                                        
|Salaries and employee benefits                      |  |                                          | 2,016,484 |                                        
|Occupancy expense                                   |  |                                          | 717,913   |                                        
|Other operating expense                             |  |                                          | 1,038,874 |                                        
|Earnings applicable to minority interest            |  |                                          | 48,588    |                                        
|                                                    |  |                                          |           |                                        
|Total other expenses                                |  |                                          | 3,821,859 |                                        
|                                                    |  |                                          |           |                                        
|INCOME BEFORE PROVISION FOR INCOME TAXES            |  |                                          | 2,618,485 |                                        
|                                                    |  |                                          |           |                                        
|PROVISION FOR INCOME TAXES                          |  |                                          | 705,488   |                                        
|                                                    |  |                                          |           |                                        
|NET INCOME                                          |  | $                                        | 1,912,997 |                                        
|                                                    |  |                                          |           |                                        
|NET INCOME PER SHARE                                |  |                                          |           |                                        
|-Basic                                              |  | $                                        | 0.38      |                                        
|                                                    |  |                                          |           |                                        
|-Diluted                                            |  | $                                        | 0.38      |                                        
|                                                    |  |                                          |           |                                        



See notes to consolidated financial
statements.



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##### Table of Contents

CITIZENS HOLDING COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



|                                                                           |  | For the Three Months Ended September 30, |            | For the Nine Months Ended September 30,
|-------------------------------------------------------------------------- |  | ---------------------------------------- | ---------- | ---------------------------------------
|                                                                           |  | 2003                                     |            | 2002                                   
|Net income                                                                 |  | $                                        | 1,912,997  |                                        
|                                                                           |  |                                          |            |                                        
|Other comprehensive income, net of tax                                     |  |                                          |            |                                        
|                                                                           |  |                                          |            |                                        
|Unrealized holding gains (losses)                                          |  |                                          | -1,514,282 |                                        
|                                                                           |  |                                          |            |                                        
|Less reclassification adjustment for gains (losses) included in net income |  |                                          | 271,018    |                                        
|                                                                           |  |                                          |            |                                        
|Total other comprehensive income                                           |  |                                          | -1,785,300 |                                        
|                                                                           |  |                                          |            |                                        
|Comprehensive income                                                       |  | $                                        | 127,697    |                                        
|                                                                           |  |                                          |            |                                        



See notes to consolidated financial
statements.



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CITIZENS HOLDING COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                          |  | For the Nine Months Ended September 30,
|--------------------------------------------------------- |  | ---------------------------------------
|                                                          |  | 2003                                   
|CASH FLOWS FROM OPERATING ACTIVITIES:                     |  |                                        
|                                                          |  |                                        
|Net Cash Provided by Operating Activities                 |  | $                                      
|                                                          |  |                                        
|CASH FLOWS FROM INVESTING ACTIVITIES:                     |  |                                        
|Proceeds from maturities of securities available for sale |  |                                        
|Proceeds from sale of investment securities               |  |                                        
|Purchases of investment securities                        |  |                                        
|Purchases of bank premises and equipment                  |  |                                        
|Decrease in interest bearing deposits with other banks    |  |                                        
|Net (increase) in federal funds sold                      |  |                                        
|Cash paid on purchase of CB&T                             |  |                                        
|Cash acquired in purchase of CB&T                         |  |                                        
|Net (increase) decrease in loans                          |  |                                        
|                                                          |  |                                        
|Net Cash Used by Investing Activities                     |  |                                        
|                                                          |  |                                        
|CASH FLOWS FROM FINANCING ACTIVITIES:                     |  |                                        
|Net increase in deposits                                  |  |                                        
|Net (decrease) in ABE loans                               |  |                                        
|Increase (decrease) in FHLB advances                      |  |                                        
|Payment of dividends                                      |  |                                        
|                                                          |  |                                        
|Net Cash Provided by Financing Activities                 |  |                                        
|                                                          |  |                                        
|Net Increase in Cash and Due from Banks                   |  |                                        
|                                                          |  |                                        
|Cash and Due From Banks, beginning of year                |  |                                        
|                                                          |  |                                        
|Cash and Due from Banks, end of period                    |  |                                        



See notes to consolidated financial
statements.



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##### Table of Contents

CITIZENS HOLDING COMPANY AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



For the nine months ended September 30, 2003



|1. | These interim consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles. However, these financial statements do
not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The interim consolidated financial statements are unaudited and reflect all adjustments and reclassifications
which, in the opinion of management, are necessary for a fair presentation of the results of operations and financial condition of the interim period. All adjustments and reclassifications are of a normal and recurring nature. Results for the period
ending September 30, 2003 are not necessarily indicative of the results that may be expected for any other interim periods or for the year as a whole.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The interim consolidated financial statements of Citizens Holding Company include the accounts of its 97.52% owned
subsidiary, The Citizens Bank of Philadelphia (collectively referred to as the Corporation). All significant intercompany transactions have been eliminated in consolidation.



|2. | Summary of Significant Accounting Policies. See note 1 of the Notes to Consolidated Financial Statements of the Citizens Holding Company that were included in the Form 10-K Annual
Report filed March 31, 2003.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Investment
Securities - The Corporation classifies all of its securities as available-for-sale and carries them at fair value with unrealized gains or losses reported as a separate component of capital, net of any applicable income taxes. Realized gains or
losses on the sale of securities available-for-sale, if any, are determined on an identification basis. The Corporation does not have any securities classified as held for trading or held to maturity.



|3. | In May 2002, the Corporation acquired CB&T Capital Corporation, a one-bank holding company, whose wholly-owned subsidiary was Citizens Bank & Trust Company in Louisville,
MS. The acquisition was undertaken by the Corporation in order to gain entry into a geographic section of the state of Mississippi that is contiguous to the Corporations current markets and in which the Corporation had very little market
presence. The purchase price of the net assets totaled approximately $12.3 million cash and was based on a multiple of approximately 1.505 times the book value, subject to certain adjustments, of the acquired company. The Corporation based its
purchase price on several factors, including comparable transactions and managements estimate of the value of entry into a strategically targeted geographic area.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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The follow is a summary of the assets and liabilities acquired:



|                                     |  | (000s omitted) |        
|------------------------------------ |  | --------------- | -------
|Cash                                 |  | $               | 2,880  
|                                     | 
|Investments                          |  |                 | 50,620 
|                                     | 
|Loans                                |  |                 | 15,019 
|                                     | 
|Bank Premises and other assets       |  |                 | 3,137  
|                                     | 
|Deposits                             |  |                 | (57,939
|                                     | 
|Other Liabilities                    |  |                 | (5,848 
|                                     |  |                 |        
|Net Assets Acquired                  |  |                 | 7,869  
|                                     | 
|Goodwill and other intangible assets |  |                 | 4,415  
|                                     |  |                 |        
|Purchase Price                       |  | $               | 12,284 
|                                     |  |                 |        



The Corporation has
completed its evaluation of the assets and liabilities acquired and has allocated $1,846,909 of the $4,414,509 total intangible asset to core deposit intangibles and the remaining $2,567,600 to goodwill. The core deposit intangible is to be
amortized at the rate of $15,391 per month until fully amortized, representing an estimated economic life of 10 years. The amount of core deposit amortization expense related to this acquisition was $138,518 year to date at September 30, 2003. The
operations of CB&T Capital Corporation are included in the consolidated financial statements since the acquisition date.



Total amortization expense related to the core deposit intangible assets for the nine months ended September 30, 2003 and 2002 was $403,128 and $326,173,
respectively.



|4. | In the ordinary course of business, the Corporation enters into commitments to extend credit to its customers. The unused portion of these commitments is not reflected in the
accompanying financial statements. As of September 30, 2003, the Corporation had entered into commitments with certain customers that had an unused balance of $21,649,830 compared to $29,079,857 unused at December 31, 2002. There were $939,600 of
letters of credit outstanding at September 30, 2003 and $479,850 at December 31, 2002.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. | Net income per share - Basic, has been computed based on the weighted average number of shares outstanding during each period. Net income per share - Diluted,
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | has been computed based on the weighted average number of shares outstanding during each period plus the dilutive effect of outstanding granted options.
Basic weighted average shares have been adjusted to reflect the five-for-one stock split on the common stock effective January 1, 1999 and the three-for-two stock split that was effective January 2, 2002. Earnings per share were computed as follows:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                            |  | For the Three Months Ended September 30, |           | For the Nine Months Ended September 30,
|------------------------------------------- |  | ---------------------------------------- | --------- | ---------------------------------------
|                                            |  | 2003                                     |           | 2002                                   
|Basic weighted average shares outstanding   |  |                                          | 4,974,578 |                                        
|Dilutive effect of granted options          |  |                                          | 28,776    |                                        
|                                            |  |                                          |           |                                        
|Diluted weighted average shares outstanding |  |                                          | 5,003,354 |                                        
|                                            |  |                                          |           |                                        
|Net income                                  |  | $                                        | 1,912,997 |                                        
|Net income per share-basic                  |  | $                                        | 0.38      |                                        
|Net income per share-diluted                |  | $                                        | 0.38      |                                        



|6. | The Corporation is a party to lawsuits and other claims that arise in the ordinary course of business, which are being vigorously contested. In the regular course of business,
Management evaluates estimated losses or costs related to litigation, and the provision is made for anticipated losses whenever Management believes that such losses are probable and can be reasonably estimated. At the present time, Management
believes, based on the advice of legal counsel, that the final resolution of pending legal proceedings will not have a material impact on the Corporations consolidated financial position or results of operations.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|7. | At September 30, 2003, the Corporation had two stock-based compensation plans, which are the 1999 Employees Long-Term Incentive Plan and the 1999 Directors Stock
Compensation Plan. The Corporation accounts for those plans under the recognition and measurement principles of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related
interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of the grant. The fair value
of each option granted is estimated on the date of the grant using the Black-Sholes option-pricing model. The following table illustrates the effect on net income and earnings per share if the Corporation had applied the fair value recognition
provisions of Statement of Financial Accounting Standards (SFAS) No. 123 , Accounting for Stock-Based Compensation, for the three and nine months ended September 30, 2003 and 2002.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|                                                                                                                                      |  | For the Three Months Ended September 30, |           | For the Nine Months Ended September 30,
|------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------- | --------- | ---------------------------------------
|                                                                                                                                      |  | 2003                                     |           | 2002                                   
|Net income, as reported                                                                                                               |  |                                          | 1,912,996 |                                        
|                                                                                                                                      |  |                                          |           |                                        
|Deduct: Stock based employee compensation expense determined under fair value based method for all awards, net of related tax
effects |  |                                          | 118,260   |                                        
|                                                                                                                                      |  |                                          |           |                                        
|Pro forma net income                                                                                                                  |  |                                          | 1,794,736 |                                        
|                                                                                                                                      |  |                                          |           |                                        
|Basic earnings per share: As reported                                                                                                 |  | $                                        | 0.38      |                                        
|Pro forma                                                                                                                             |  | $                                        | 0.36      |                                        
|                                                                                                                                      |  |                                          |           |                                        
|Diluted earnings per share: As reported                                                                                               |  | $                                        | 0.38      |                                        
|Pro forma                                                                                                                             |  | $                                        | 0.36      |                                        



|8. | In October 2002, the FASB issued Standard No. 147 related to Acquisitions of Certain Financial Institutions. The standard clarifies the requirements of Standards No. 141 and 142 as
they relate to business combinations between financial institutions and makes the provisions of Standard No. 144 applicable to long-term customer relationship intangible assets. The standard is effective for transactions on or after October 1, 2002.
Adopting the standard by the Corporation did not have a material effect on the Corporations financial statements.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In November 2002, FASB Interpretation (FIN) No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others, was issued. FIN No. 45 elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements regarding its obligations under certain guarantees that it has issued. FIN No.
45 also clarifies the requirement of the guarantor to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and initial measurement provisions of
this interpretation were adopted by the Corporation effective January 1, 2003. The adoption of FIN No. 45 did not have any material impact on the financial statements of the Corporation.



In January 2003, FIN No. 46, Consolidation of Variable Interest Entities, was issued. FIN No. 46 sets forth the
criteria used in determining whether an investment in a variable interest entity (VIE) should be consolidated. FIN No. 46 was effective upon issuance for interest in VIEs created or obtained after January 31, 2003. For variable
interests in VIEs created before February 1, 2003, the provisions of FIN No. 46 must be applied in the first fiscal year or interim



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##### Table of Contents

period beginning after June 15, 2003. The adoption of FIN No. 46 by the Corporation is not expected to have a material impact on the financial position or
results of operations of the Corporation.



In April 2003, SFAS
No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities, was issued. SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments
embedded in other contracts (collectively referred to as derivatives) and for hedging activities under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 149 was adopted by the Corporation effective June
30, 2003 and is expected to have no material impact on the financial position or results of operations of the Corporation.



SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, was issued in May 2003. SFAS
No. 150 establishes standards for an issuers classification and measurement of certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 was adopted by the Corporation effective May 31, 2003 and is
expected to have no material impact on the financial position or results of operations of the Corporation.



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##### Table of Contents

CITIZENS HOLDING COMPANY AND SUBSIDIARY

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS



Managements discussion and analysis is written to provide greater insight into the
results of operations and the financial condition of Citizens Holding Company and its 97.52% owned subsidiary, The Citizens Bank of Philadelphia (collectively, the Corporation).



LIQUIDITY



The Corporation has an asset and liability management program that assists management in
maintaining net interest margins during times of both rising and falling interest rates and in maintaining sufficient liquidity. Liquidity of the Corporation at September 30, 2003 was 62.28%, at December 31, 2002 was 75.24% and at September 30, 2002
was 79.34%. Liquidity is the ratio of net deposits and short-term liabilities divided by net cash, short-term investments and marketable assets. Management believes it maintains adequate liquidity for the Corporations current needs.



When the Corporation has more funds than it needs for its reserve requirements
or short-term liquidity needs, the Corporation increases its security investments or sells federal funds. It is managements policy to maintain an adequate portion of its portfolio of assets and liabilities on a short-term basis to insure rate
flexibility and to meet loan funding and liquidity needs. The Corporation has secured and unsecured federal funds lines with correspondent banks in the amount of $35,000,000. In addition, the Corporation has the ability to draw on its line of credit
with the Federal Home Loan Bank in excess of $144,959,475 at September 30, 2003. At September 30, 2003, the Corporation had unused and available $35,000,000 of its federal funds line of credit and $96,075,807 of its line of credit with the Federal
Home Loan Bank.



CAPITAL RESOURCES



The Corporations equity capital was $55,104,293 at September 30, 2003. The main
source of capital for the Corporation has been the retention of net income.



On
January 2, 2002, the Corporation issued a three-for-two (3:2) split to the shareholders of the Corporation. This split increased the number of outstanding shares to 4,963,028 and increased the authorized shares from 15,000,000 to 22,500,000. In
December 2002, certain employees exercised stock options for 11,550 shares that brought the number of outstanding shares to 4,974,578. Cash dividends in the amount of $2,089,323 or $0.42 per share were paid during the period January 1, 2003 to
September 30, 2003.



Quantitative measures established by regulation to ensure
capital adequacy require the Corporation to maintain minimum amounts and ratios of Total and Tier 1 capital (primarily common stock and retained earnings, less goodwill) to risk weighted assets, and of Tier 1 capital to average assets. Management
believes that as of September 30, 2003, the Corporation meets all capital adequacy requirements to which it is subject.



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|                                         |  | Actual |            |       | For Capital Adequacy Purposes |   |        | To Be Well Capitalized Under Prompt Corrective Actions Provisions |           
|---------------------------------------- |  | ------ | ---------- | ----- | ----------------------------- | - | ------ | ----------------------------------------------------------------- | ----------
|                                         |  | Amount |            | Ratio |                               |   | Amount |                                                                   | Ratio     
|As of September 30, 2003                 |  |        |            |       |                               |   |        |                                                                   |           
|                                         |  |        |            |       |                               |  
|Total Capital (to Risk-Weighted Assets)  |  | $      | 53,164,968 |       | 15.27                         | % |        | $                                                                 | 27,860,165
|                                         |  |        |            |       |                               |  
|Tier 1 Capital (to Risk-Weighted Assets) |  |        | 48,805,449 |       | 14.01                         | % |        |                                                                   | 13,930,082
|                                         |  |        |            |       |                               |  
|Tier 1 Capital ( to Average Assets)      |  |        | 48,805,449 |       | 8.72                          | % |        |                                                                   | 22,380,409



RESULTS OF OPERATIONS



The following table sets forth for the periods
indicated, certain items in the consolidated statements of income of the Corporation and the related changes between those periods:



|                                                    |  | For the Three Months Ended September 30, |           | For the Nine Months Ended September 30,
|--------------------------------------------------- |  | ---------------------------------------- | --------- | ---------------------------------------
|                                                    |  | 2003                                     |           | 2002                                   
|Interest Income, including fees                     |  | $                                        | 7,510,647 |                                        
|Interest Expense                                    |  |                                          | 2,027,302 |                                        
|                                                    |  |                                          |           |                                        
|Net Interest Income                                 |  |                                          | 5,483,345 |                                        
|Provision for Loan Losses                           |  |                                          | 717,400   |                                        
|                                                    |  |                                          |           |                                        
|Net Interest Income after Provision for Loan Losses |  |                                          | 4,765,945 |                                        
|Other Income                                        |  |                                          | 1,674,399 |                                        
|Other Expense                                       |  |                                          | 3,821,859 |                                        
|                                                    |  |                                          |           |                                        
|Income before Provision For Income Taxes            |  |                                          | 2,618,485 |                                        
|Provision for Income Taxes                          |  |                                          | 705,488   |                                        
|                                                    |  |                                          |           |                                        
|Net Income                                          |  | $                                        | 1,912,997 |                                        
|                                                    |  |                                          |           |                                        
|Net Income Per Share - Basic                        |  | $                                        | 0.38      |                                        
|                                                    |  |                                          |           |                                        
|Net Income Per Share-Diluted                        |  | $                                        | 0.38      |                                        
|                                                    |  |                                          |           |                                        



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##### Table of Contents

Net Income Per Share - Basic is calculated using weighted average number of shares outstanding for the period. Net Income
Per Share - Diluted is calculated using the weighted average number of shares outstanding for the period, plus the net dilutive effect of granted stock options determined using the treasury stock method.



Annualized return on average equity (ROE) was 13.37% and 12.37% for the three and nine months
ended September 30, 2003, and 12.45% and 12.93% for the three and nine months ended September 30, 2002.



The book value per share increased to $11.08 at September 30, 2003 compared to $10.81 at December 31, 2002. This increase is due to earnings exceeding dividends paid during this period. Average assets for the nine
months ended September 30, 2003, were $547,435,590 compared to $491,832,644 for the year ended December 31, 2002, and average equity increased to $56,100,776 for the nine months ended September 30, 2003, from $51,303,506 for the year ended December
31, 2002. The increase in average assets is due to the expansion of the Corporations business as a result of the acquisition of CB&T Capital Corporation in May 2002.



NET INTEREST INCOME/NET INTEREST MARGIN



One component of the Corporations earnings is net interest income, which is the difference between the interest and fees earned on
loans and investments and the interest paid for deposits and borrowed funds. The net interest margin is net interest income expressed as a percentage of average earning assets.



The annualized net interest margin was 4.42% and 4.44% for the three and nine months ended September 30, 2003, compared to an annualized net
interest margin of 4.69% for the three and nine months ended September 30, 2002. This slight decline in net interest margin can be attributed to continued declines in market interest rates and the ongoing re-pricing of investments, loans and
deposits. Earning assets averaged $499,707,879 for the nine months ended September 30, 2003. This represented an increase of $57,663,711, or 13.0%, over average earning assets of $442,044,168 for the nine months ended September 30, 2002. The
increase in average earning assets results from the May 2002 CB&T Capital Corporation acquisition and normal bank growth.



Net interest income was $5,483,345 and $15,979,039 for the three and nine month periods in 2003, an increase of $95,343 and $835,799 respectively over the same periods in
2002. An increase in loan volume in the first nine months of 2003 was the primary contributor to this increase. A lower cost of deposits and other borrowed funds during 2003 over the same period in 2002 also contributed to the increase in Net
Interest Income. While investment volume increased slightly during the first nine months of 2003, interest income from investment securities decreased as a result of market conditions requiring the proceeds from the maturity or call of higher
yielding securities to be invested in lower yield instruments.



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##### Table of Contents

Other interest income decreased in the three and nine month periods ended September 30, 2003 compared to the same period
in 2002 due to a decrease in the interest rates on Federal Funds Sold.



The
following table shows the interest and fees and corresponding yields for loans only.



|                               |  | For the Three Months Ended September 30, |             |   | For the Nine Months Ended September 30, |  
|------------------------------ |  | ---------------------------------------- | ----------- | - | --------------------------------------- | -
|                               |  | 2003                                     |             |   | 2002                                    |  
|Interest and Fees              |  | $                                        | 5,941,778   |   |                                         | $
|Average Loans, Net of Unearned |  |                                          | 342,553,750 |   |                                         |  
|Annualized Yield               |  |                                          | 6.94        | % |                                         |  



The decrease in rates in the three and
nine month periods ended September 30, 2003 when compared to the three and nine months of 2002, reflects the decrease in all loan rates for both new and refinanced loans.



CREDIT LOSS EXPERIENCE



As a natural corollary to the Corporations lending activities, some loan losses are to be expected. The risk of loss varies with the
type of loan being made and the creditworthiness of the borrower over the term of the loan. The degree of perceived risk is taken into account in establishing the structure of, and interest rates and security for, specific loans and for various
types of loans. The Corporation attempts to minimize its credit risk exposure by use of thorough loan application and approval procedures.



The Corporation maintains a program of systematic review of its existing loans. Loans are graded for their overall quality. Those loans which the Corporations
management determines require further monitoring and supervision are segregated and reviewed on a periodic basis. Significant problem loans are reviewed on a monthly basis by the Corporations Board of Directors.



The Corporation charges off that portion of any loan which management considers to represent
a loss. A loan is generally considered by management to represent a loss in whole or in part when an exposure beyond the collateral value is apparent, servicing of the unsecured portion has been discontinued or collection is not anticipated based on
the borrowers financial condition and general economic conditions in the borrowers industry. The principal amount of any loan which is declared a loss is charged against the Corporations allowance for loan losses.



The Corporations allowance for loan losses is designed to provide for loan losses which
can be reasonably anticipated. The allowance for loan losses is established through



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##### Table of Contents

charges to operating expenses in the form of provisions for loan losses. Actual loan losses or recoveries are charged or credited to the allowance for loan
losses. The amount of the allowance is determined by management of the Corporation. Among the factors considered in determining the allowance for loan losses are the current financial condition of the Corporations borrowers and the value of
security, if any, for their loans. Estimates of future economic conditions and their impact on various industries and individual borrowers are also taken into consideration, as are the Corporations historical loan loss experience and reports
of banking regulatory authorities. Because these estimates, factors and evaluations are primarily judgmental, no assurance can be given as to whether or not the Corporation will sustain loan losses in excess or below its allowance or that subsequent
evaluation of the loan portfolio may not require material increases or decreases in such allowance.



The following table summarizes the Corporations allowance for loan losses for the dates indicated:



|                                                   |  | September 30, 2003 |             |   | December 31, 2002 |   |             | Amount of Increase (Decrease) |  | Percent of Increase (Decrease) |           
|-------------------------------------------------- |  | ------------------ | ----------- | - | ----------------- | - | ----------- | ----------------------------- |  | ------------------------------ | ----------
|BALANCES:                                          |  |                    |             |   |                   |   |             |                               |  |                                |           
|Gross Loans                                        |  | $                  | 347,792,367 |   |                   | $ | 310,581,493 |                               |  | $                              | 37,210,874
|Allowance for Loan Losses                          |  |                    | 4,868,980   |   |                   |   | 4,222,342   |                               |  |                                | 646,638   
|Nonaccrual Loans                                   |  |                    | 1,839,039   |   |                   |   | 357,640     |                               |  |                                | 1,481,399 
|Ratios:                                            |  |                    |             |   |                   |   |             |                               |  |                                |           
|Allowance for loan losses to gross loans           |  |                    | 1.40        | % |                   |   | 1.36        | %                             |  |                                |           
|Net loans charged off to allowance for loan losses |  |                    | 16.87       | % |                   |   | 41.62       | %                             |  |                                |           



The provision for loan losses for the
three months ended September 30, 2003 was $717,400, an increase of $380,609 or 113.0% when compared to the $336,791 for the same period in 2002. The provision for the nine months ended September 30, 2003 was $1,467,400, an increase of $460,795 or
45.8% over the $1,006,605 for the nine months ended September 30, 2002. The increase in the provision for the three and nine month periods ended September 30, 2003 were made to bring the allowance back to the desired levels after the net charge-offs
for these periods and to cover the volume increases in the loan portfolio.



For
the three months ended September 30, 2003, net loan losses charged to allowance for loan losses totaled $367,434, an increase of $30,643 over the same period in 2002. For the nine months ended September 30, 2003, net loan losses charged to the
allowance for loan losses totaled $821,444, a decrease of $185,161 over the same period in 2002. Non-accrual loans increased in the third quarter of 2003 to $1,839,039 due mainly to the placing on non-accrual status of two credits that were in the
process of foreclosure at September 30, 2003. It is managements belief that these credits are sufficiently collateralized and the Corporations loss, if any, will not be material.



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##### Table of Contents

Management of the Corporation reviews with the Board of Directors the adequacy of the allowance for possible loan losses
on a quarterly basis. The loan loss provision is adjusted when specific items reflect a need for such an adjustment. Management believes that there were no material loan losses during the last three months that have not been charged off. Management
also believes that the Corporations allowance will be adequate to absorb probable losses inherent in the Corporations loan portfolio. However, in light of overall economic conditions in the Corporations geographic area and the
nation as a whole, it is possible that additional provisions for loan loss may be required.



OTHER INCOME



Other operating income includes service charges on deposit accounts, wire transfer fees, safe deposit box rentals and other revenue not derived from interest on earning
assets.



Other operating income for the three months ended September 30, 2003
increased $520,985 or 45.2% over the same period in 2002 and for the nine months ended September 30, 2003, increased $929,799 or 29.0% over the same period in 2002. The increase in both periods was the result of increased overdraft, returned check
income and other service charges and mortgage loan origination income. Net gains on the sale of securities during the three and nine months ended September 30, 2003 totaled $271,018 and $471,167, respectively, compared to $0 and $22,780 for the
three and nine month periods ended September 30, 2002. These securities were sold as a strategy to increase the yields on the security portfolio and to provide additional liquidity for loan growth.



OTHER EXPENSE



Other expenses include salaries and employee benefits, occupancy and equipment, and other
operating expenses. Other expenses for the three and nine months ended September 30, 2003 were $3,821,859 and $11,207,172 compared to the $3,721,183 and $10,128,377 for the three and nine months ended September 30, 2002 for an increase of $100,676
and $1,078,795 respectively. Salaries and benefits increased to $2,016,484 and $5,907,636 for the three and nine month periods in 2003 from $1,903,613 and $5,380,510 for the same periods in 2002, an increase of $112,871 or 5.9% and $527,126 or 9.8%
respectively. Both the increase in Other Expenses as a whole, and salaries and benefits specifically, are the result of the growth of the Corporation, both from the acquisition of CB&T Capital Corporation in May 2002 and internal growth of the
deposit base. The Corporations efficiency ratio for the three and nine month periods ended September 30, 2003 was 51.88% and 54.26% compared to 55.69% and 54.08% for the same periods in 2002. The efficiency ratio improved in the third quarter
of 2003 when compared to the same period in 2002 due to the growth in Noninterest Income exceeding the growth in Noninterest Expenses. The improvement was attributable in part to improved efficiency of operations of the CB&T Capital Corporation
subsequent to its acquisition by the Corporation.



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##### Table of Contents

PROVISION FOR INCOME TAXES



The provision for income taxes for the three months and nine months ended September 30,
2003, decreased for the same periods of 2002, in both absolute dollar amount and as a percentage of income before income taxes, primarily as a result of the nontaxable life insurance proceeds due the Corporation because of the death of one of
members of the Board of Directors.



BALANCE
SHEET ANALYSIS



|                           |  | September 30, 2003 |             | December 31, 2002 |   | Amount of Increase (Decrease) |  | Percent of Increase (Decrease) |           
|-------------------------- |  | ------------------ | ----------- | ----------------- | - | ----------------------------- |  | ------------------------------ | ----------
|Cash and Cash Equivalents  |  | $                  | 20,873,117  |                   | $ | 21,135,361                    |  | $                              | -262,244  
|Investment Securities      |  |                    | 171,520,559 |                   |   | 162,276,305                   |  |                                | 9,244,254 
|Loans, net                 |  |                    | 340,758,835 |                   |   | 303,952,527                   |  |                                | 36,806,308
|                           |  |                    |             |                  
|Total Assets               |  |                    | 571,897,455 |                   |   | 518,450,118                   |  |                                | 53,447,337
|                           |  |                    |             |                  
|Total Deposits             |  |                    | 460,761,685 |                   |   | 432,768,175                   |  |                                | 27,993,510
|                           |  |                    |             |                  
|Total Stockholders Equity |  |                    | 55,104,293  |                   |   | 53,782,559                    |  |                                | 1,321,734 



CASH
AND CASH EQUIVALENTS



Cash and cash equivalents are made up of cash, balances
at correspondent banks and items in process of collection. The balance as of September 30, 2003 decreased $262,244 or 1.24% from December 31, 2002.



INVESTMENT SECURITIES



The investment securities are made up of U. S. Treasury Notes, U. S. Agency debentures, mortgage-backed securities, obligations of states, counties and municipal
governments and Federal Home Loan Bank Stock. Investments increased $9,244,254 or 5.7% as of September 30, 2003 compared to December 31, 2002.



LOANS



Loan demand in the Corporations service area began to strengthen as net loans increased by $36,806,308 or 12.1% during the nine month period ended September 30,
2003. Residential housing loans continue to be in demand along with commercial and industrial loans. No special loan programs were initiated during this period.



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##### Table of Contents

DEPOSITS



The following shows the balance and percentage change in the various deposits:



|                                |  | September 30, 2003 |             | December 31, 2002 |   | Amount of Increase (Decrease) |  | Percent of Increase (Decrease) |           
|------------------------------- |  | ------------------ | ----------- | ----------------- | - | ----------------------------- |  | ------------------------------ | ----------
|Noninteresting-bearing Deposits |  | $                  | 68,582,689  |                   | $ | 59,761,550                    |  | $                              | 8,821,139 
|Interest-bearing Deposits       |  |                    | 133,690,838 |                   |   | 122,717,966                   |  |                                | 10,972,872
|Savings                         |  |                    | 36,513,611  |                   |   | 33,216,006                    |  |                                | 3,297,605 
|Certificates of Deposit         |  |                    | 221,974,547 |                   |   | 217,072,653                   |  |                                | 4,901,894 
|                                |  |                    |             |                   |   |                               |  |                                |           
|Total Deposits                  |  | $                  | 460,761,685 |                   | $ | 432,768,175                   |  | $                              | 27,993,510
|                                |  |                    |             |                   |   |                               |  |                                |           



The increase is the result of normal
deposit growth. The Corporation does not have any brokered deposits. There were no special deposit programs or incentives in place during this period.



FORWARD LOOKING STATEMENTS



In addition to historical information, this report contains statements which constitute forward-looking statements and information within the meaning of the Private
Securities Litigation Reform Act of 1995 which are based on managements beliefs, plans, expectations, assumptions and on information currently available to management. The words may, should, expect,
anticipate, intend, plan, continue, believe, seek, estimate, and similar expressions used in this report that do not relate to historical facts are intended to
identify forward-looking statements. These statements appear in a number of places in this report, including, but not limited to, statements found in Item 1 Notes to Consolidated Financial Statements and in Item 2 Managements
Discussion and Analysis of Financial Condition and Results of Operations. The Corporation notes that a variety of factors could cause the actual results or experience to differ materially from the anticipated results or other expectations
described or implied by such forward-looking statements. The risks and uncertainties that may affect the operation, performance, development and results of the Corporations business include, but are not limited to, the following: (a) the risk
of adverse changes in business conditions in the banking industry generally and in the specific markets in which the Corporation operates; (b) changes in the legislative and regulatory environment that negatively impact the Corporation through
increased operating expenses; (c) increased competition from other financial institutions; (d) the impact of technological advances; (e) expectations



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##### Table of Contents

about the movement of interest rates, including actions that may be taken by the Federal Reserve Board in response to changing economic conditions; (f)
changes in asset quality and loan demand; (g) expectations about overall economic strength and the performance of the economics in the Corporations market area and (h) other risks detailed from time to time in the Corporations filings
with the Securities and Exchange Commission. The Corporation does not undertake any obligation to update or revise any forward-looking statements subsequent to the date on which they are made.



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##### Table of Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK



Overview



The definition of market risk is the possibility of loss that could result from adverse
changes in market prices and rates. The Corporation has taken steps to assess the amount of risk that is associated with its asset and liability structure. The Corporation measures the potential risk on a regular basis and makes changes to its
strategies to manage these risks. The Corporation does not participate in some of the financial instruments that are inherently subject to substantial market risk.



Market/Interest Rate Risk Management



The primary purpose in managing interest rate risk is to effectively invest capital and preserve the value created by the core banking
business. The Corporation utilizes an investment portfolio to manage the interest rate risk naturally created through its business activities. The quarterly interest rate risk report is used to evaluate exposure to interest rate risk, project
earnings and manage the composition of the balance sheet and its growth.



Static gap analysis is also used in measuring interest rate risk. An analysis of the Corporations repricing opportunities indicates a negative gap position over the next three- and twelvemonth periods, which indicates that the
Corporation would benefit somewhat from a decrease in market interest rates. Interest rates remained stable during the quarter ended September 30, 2003. The Corporations interest bearing deposit liabilities have been substantially repriced to
reflect the current interest rate environment.



There has been no material
change in the Corporations disclosure of quantitative and qualitative disclosures about market risk as of September 30, 2003 from that presented in the Corporations annual report on Form 10-K for the fiscal year ended December 31, 2002.
For additional information concerning the Corporations quantitative and qualitative disclosures about market risk, see our annual report on Form 10-K for the fiscal year ended December 31, 2002.



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##### Table of Contents

ITEM 4. CONTROLS AND PROCEDURES



As of the end of the
period covered by this quarterly report on Form 10-Q, the Corporation carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design
and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and principal financial officer
concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic SEC reports. There has been no change in the Corporations internal control over
financial reporting during the fiscal quarter covered by this quarterly report that has materially affected, or is reasonably likely to materially affect, the Corporations internal control over financial reporting.



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##### Table of Contents

PART II. - OTHER INFORMATION



|ITEM | 6. EXHIBITS AND REPORTS ON FORM 8-K.
|---- | ------------------------------------



|(a) | Exhibits
|--- | --------



|2  |      |  | Agreement and Plan of Share Exchange                                                                 |  | * |    
|-- | ---- |  | ---------------------------------------------------------------------------------------------------- |  | - | ---
|   |      | 
|3  | (i)  |  | Amended Articles of Incorporation of the Corporation                                                 |  | * | *  
|   |      | 
|3  | (ii) |  | Amended and Restated Bylaws of the Corporation                                                       |  | * | ** 
|   |      | 
|4  |      |  | Rights Agreement between Citizens Holding Company and The Citizens Bank of Philadelphia, Mississippi |  | * | ***
|   |      | 
|31 | (a)  |  | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).                   |  |   |    
|   |      | 
|31 | (b)  |  | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).                   |  |   |    
|   |      | 
|32 | (a)  |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. § 1350.                           |  |   |    
|   |      | 
|32 | (b)  |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. § 1350.                           |  |   |    

---

|* | Filed as an exhibit to the Form 10-Q of the Corporation filed on August 14, 2002 and incorporated herein by reference.
|- | ----------------------------------------------------------------------------------------------------------------------

|** | Filed as an exhibit to the Form 10-K of the Corporation filed on March 31, 2003 and incorporated herein by reference.
|-- | ---------------------------------------------------------------------------------------------------------------------

|*** | Filed as an exhibit to the Form 10 Registration Statement of the Corporation (File No. 000-25221) filed on December 30, 1998 and incorporated herein by reference.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

|**** | Filed as an exhibit to the Amendment No. 1 to Form 10 Registration Statement of the Corporation (File No. 000-25221) filed on June 21, 1999 and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Reports on Form 8-K.
| | --- | --------------------



The following report on form 8-K was filed by the Corporation during the quarterly period covered by this Form 10-Q:



On July 23, 2003, the Corporation furnished on Form 8-K
under Item 7(a), Item 9 and Item 12 a press release announcing the financial results of the Corporation for the quarter ended June 30, 2003.



On September 3, 2003, the Corporation furnished on Form 8-K under Item 7(c) and Item 9 a press release announcing the payment of a $.14
per share dividend of the Corporation for the third quarter of 2003.



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##### Table of Contents

SIGNATURES



Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



CITIZENS HOLDING COMPANY



BY:

/s/ Greg L. McKee

BY:

/s/ Robert T. SmithGreg L. McKee



Robert T. SmithPresident and Chief



Treasurer and ChiefExecutive Officer



Financial OfficerDATE: November 12, 2003



DATE: November 12, 2003