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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 June 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 August 7, 2003.



|Title                        |  | Outstanding
|---------------------------- |  | -----------
|Common Stock, $.20 par value |  | 4,974,578  



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CITIZENS HOLDING COMPANY

SECOND QUARTER 2003 INTERIM FINANCIAL STATEMENTS

TABLE OF CONTENTS



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



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PART I. FINANCIAL INFORMATION



ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS



CITIZENS HOLDING COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CONDITION



|                                                                                     |  | June 30, 2003 |             | December 31,2002
|------------------------------------------------------------------------------------ |  | ------------- | ----------- | ----------------
|ASSETS                                                                               |  |               |             |                 
|Cash and due from banks                                                              |  | $             | 17,724,558  |                 
|Interest bearing deposits with other banks                                           |  |               | 407,583     |                 
|Federal Funds Sold                                                                   |  |               | 0           |                 
|Investment securities available for sale, at fair value                              |  |               | 176,965,280 |                 
|Loans, net of allowance for loan losses of $4,518,332 in 2003 and $4,222,342 in 2002 |  |               | 333,346,248 |                 
|Premises and equipment, net                                                          |  |               | 9,737,774   |                 
|Other real estate owned, net                                                         |  |               | 1,054,094   |                 
|Accrued interest receivable                                                          |  |               | 4,373,491   |                 
|Cash value of life insurance                                                         |  |               | 3,310,541   |                 
|Intangible Assets                                                                    |  |               | 6,659,232   |                 
|Other assets                                                                         |  |               | 3,407,926   |                 
|                                                                                     |  |               |             |                 
|TOTAL ASSETS                                                                         |  | $             | 556,986,727 |                 
|                                                                                     |  |               |             |                 
|LIABILITIES AND STOCKHOLDERS EQUITY                                                 |  |               |             |                 
|                                                                                     |  |              
|LIABILITIES:                                                                         |  |               |             |                 
|Deposits:                                                                            |  |               |             |                 
|Noninterest-bearing demand                                                           |  | $             | 64,953,169  |                 
|Interest-bearing NOW and money market accounts                                       |  |               | 131,220,518 |                 
|Savings deposits                                                                     |  |               | 35,585,977  |                 
|Certificates of deposit                                                              |  |               | 223,529,030 |                 
|                                                                                     |  |               |             |                 
|Total deposits                                                                       |  |               | 455,288,694 |                 
|                                                                                     |  |              
|Accrued interest payable                                                             |  |               | 823,051     |                 
|Federal Home Loan Bank advances                                                      |  |               | 34,127,465  |                 
|Federal Funds Purchased                                                              |  |               | 4,900,000   |                 



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|Directors deferred compensation payable                                                                                                 |  |   | 1,187,116   |  |   | 1,182,406  
|--------------------------------------------------------------------------------------------------------------------------------------- |  | - | ----------- |  | - | -----------
|Other liabilities                                                                                                                       |  |   | 3,609,192   |  |   | 3,779,163  
|                                                                                                                                        |  |   |             |  |   |            
|Total liabilities                                                                                                                       |  |   | 499,935,518 |  |   | 463,291,599
|                                                                                                                                        |  |  
|Minority interest in consolidated subsidiary                                                                                            |  |   | 1,378,171   |  |   | 1,375,960  
|                                                                                                                                        |  |  
|STOCKHOLDERS EQUITY                                                                                                                    |  |   |             |  |   |            
|Common stock; $.20 par value, 22,500,000 shares authorized, and 4,974,578 shares outstanding at June 30, 2003, and at December 31,
2002 |  |   | 994,916     |  |   | 994,916    
|                                                                                                                                        |  |  
|Additional paid-in capital                                                                                                              |  |   | 2,899,331   |  |   | 2,899,331  
|Retained earnings                                                                                                                       |  |   | 48,855,590  |  |   | 46,956,638 
|Unrealized gain on securities available for sale, net of deferred tax liability of $1,526,516 in 2003 and $1,549,508 in
2002            |  |   | 2,923,201   |  |   | 2,931,674  
|                                                                                                                                        |  |   |             |  |   |            
|Total stockholders equity                                                                                                              |  |   | 55,673,038  |  |   | 53,782,559 
|                                                                                                                                        |  |   |             |  |   |            
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                              |  | $ | 556,986,727 |  | $ | 518,450,118
|                                                                                                                                        |  |   |             |  |   |            



See
notes to consolidated financial statements.



CITIZENS HOLDING COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME



|                           |  | For the Three Months Ended June 30, |           | For the Six Months Ended June 30,
|-------------------------- |  | ----------------------------------- | --------- | ---------------------------------
|                           |  | 2003                                |           | 2002                             
|INTEREST INCOME:           |  |                                     |           |                                  
|Loan income including fees |  | $                                   | 5,922,331 |                                  
|Investment securities      |  |                                     | 1,475,059 |                                  
|Other interest             |  |                                     | 9,032     |                                  
|                           |  |                                     |           |                                  
|Total interest income      |  |                                     | 7,406,422 |                                  
|                           |  |                                     |           |                                  
|INTEREST EXPENSE:          |  |                                     |           |                                  
|Deposits                   |  |                                     | 1,739,789 |                                  
|Other borrowed funds       |  |                                     | 336,114   |                                  
|                           |  |                                     |           |                                  
|Total interest expense     |  |                                     | 2,075,903 |                                  
|                           |  |                                     |           |                                  
|NET INTEREST INCOME        |  |                                     | 5,330,519 |                                  
|                           |  |                                     |           |                                  
|PROVISION FOR LOAN LOSSES  |  |                                     | 375,000   |                                  
|                           |  |                                     |           |                                  



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|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES |  |   | 4,955,519 |  |   | 4,759,046 |  |   | 9,745,694 |  |   | 9,089,424
|--------------------------------------------------- |  | - | --------- |  | - | --------- |  | - | --------- |  | - | ---------
|                                                    |  |   |           | 
|OTHER INCOME:                                       |  |   |           |  |   |           |  |   |           |  |   |          
|Service charges on deposit accounts                 |  |   | 787,084   |  |   | 778,953   |  |   | 1,557,721 |  |   | 1,484,199
|Other service charges and fees                      |  |   | 143,598   |  |   | 116,308   |  |   | 313,624   |  |   | 249,217  
|Other income                                        |  |   | 422,507   |  |   | 147,931   |  |   | 586,794   |  |   | 315,909  
|                                                    |  |   |           |  |   |           |  |   |           |  |   |          
|Total other income                                  |  |   | 1,353,189 |  |   | 1,043,192 |  |   | 2,458,139 |  |   | 2,049,325
|                                                    |  |   |           | 
|OTHER EXPENSES:                                     |  |   |           |  |   |           |  |   |           |  |   |          
|Salaries and employee benefits                      |  |   | 1,959,324 |  |   | 1,803,864 |  |   | 3,891,152 |  |   | 3,476,897
|Occupancy expense                                   |  |   | 663,444   |  |   | 481,095   |  |   | 1,354,309 |  |   | 917,520  
|Other operating expense                             |  |   | 1,015,257 |  |   | 1,036,460 |  |   | 2,056,090 |  |   | 1,920,855
|Earnings applicable to minority interest            |  |   | 44,469    |  |   | 43,541    |  |   | 83,762    |  |   | 91,922   
|                                                    |  |   |           |  |   |           |  |   |           |  |   |          
|Total other expenses                                |  |   | 3,682,494 |  |   | 3,364,960 |  |   | 7,385,313 |  |   | 6,407,194
|                                                    |  |   |           |  |   |           |  |   |           |  |   |          
|INCOME BEFORE PROVISION FOR INCOME TAXES            |  |   | 2,626,214 |  |   | 2,437,278 |  |   | 4,818,520 |  |   | 4,731,555
|                                                    |  |   |           | 
|PROVISION FOR INCOME TAXES                          |  |   | 854,534   |  |   | 775,285   |  |   | 1,527,251 |  |   | 1,524,204
|                                                    |  |   |           |  |   |           |  |   |           |  |   |          
|NET INCOME                                          |  | $ | 1,771,680 |  | $ | 1,661,993 |  | $ | 3,291,269 |  | $ | 3,207,351
|                                                    |  |   |           |  |   |           |  |   |           |  |   |          
|NET INCOME PER SHARE                                |  |   |           |  |   |           |  |   |           |  |   |          
|Basic                                              |  | $ | 0.36      |  | $ | 0.33      |  | $ | 0.66      |  | $ | 0.65     
|                                                    |  |   |           |  |   |           |  |   |           |  |   |          
|Diluted                                            |  | $ | 0.35      |  | $ | 0.33      |  | $ | 0.66      |  | $ | 0.64     
|                                                    |  |   |           |  |   |           |  |   |           |  |   |          



See
notes to consolidated financial statements.



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CITIZENS HOLDING COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



|                                                                           |  | For the Three Months Ended June 30, |           | For the Six Months Ended June 30,
|-------------------------------------------------------------------------- |  | ----------------------------------- | --------- | ---------------------------------
|                                                                           |  | 2003                                |           | 2002                             
|Net income                                                                 |  | $                                   | 1,771,680 |                                  
|                                                                           |  |                                     |           |                                  
|Other comprehensive income, net of tax                                     |  |                                     |           |                                  
|                                                                           |  |                                     |           |                                  
|Unrealized holding gains (losses)                                          |  |                                     | 363,666   |                                  
|                                                                           |  |                                     |           |                                  
|Less reclassification adjustment for gains (losses) included in net income |  |                                     | 200,149   |                                  
|                                                                           |  |                                     |           |                                  
|Total other comprehensive income                                           |  |                                     | 163,517   |                                  
|                                                                           |  |                                     |           |                                  
|Comprehensive income                                                       |  | $                                   | 1,935,197 |                                  
|                                                                           |  |                                     |           |                                  



See
notes to consolidated financial statements.



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CITIZENS HOLDING COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                          |  | For the Six Months Ended June 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) decrease in federal funds sold             |  |                                  
|Premium paid on Bank purchase                             |  |                                  
|Net (increase) decrease in loans                          |  |                                  
|                                                          |  |                                  
|Net Cash Used by Investing Activities                     |  |                                  
|                                                          |  |                                  
|CASH FLOWS FROM FINANCING ACTIVITIES:                     |  |                                  
|Net increase (decrease) in deposits                       |  |                                  
|Net increase (decrease) in ABE loans                      |  |                                  
|Increase (decrease) in FHLB advances                      |  |                                  
|Increase in federal funds purchased                       |  |                                  
|Payment of dividends                                      |  |                                  
|                                                          |  |                                  
|Net Cash Provided by Financing Activities                 |  |                                  
|                                                          |  |                                  
|Net Increase (Decrease) 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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CITIZENS HOLDING COMPANY AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



For the six months ended June 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 June 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 the Louisville purchase was $92,346 year to date at June 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 period ended June 30, 2003 and 2002 was $268,751 and $176,406,
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 June 30, 2003, the Corporation had entered into commitments with certain customers that had an unused balance of $28,038,071 compared to $29,079,857 unused at December 31, 2002. There were $1,230,821 of
letters of credit outstanding at June 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
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------



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Diluted, 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:



|                                                                                                                                      |  | Three months ended June 30, |           | Six months ended June 30,
|------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | --------- | -------------------------
|                                                                                                                                      |  | 2003                        |           | 2002                     
|Net income, as reported                                                                                                               |  | $                           | 1,771,683 |                          
|Deduct: Stock based employee compensation expense determined under fair value based method for all awards, net of related tax
effects |  |                             | 106,642   |                          
|                                                                                                                                      |  |                             |           |                          
|Pro forma net income                                                                                                                  |  | $                           | 1,665,041 |                          
|                                                                                                                                      |  |                             |           |                          
|Basic earnings per share: As reported                                                                                                 |  | $                           | 0.36      |                          
|Pro forma                                                                                                                             |  | $                           | 0.33      |                          
|                                                                                                                                      |  |                             |           |                          
|Diluted earnings per share: As reported                                                                                               |  | $                           | 0.35      |                          
|Pro forma                                                                                                                             |  | $                           | 0.33      |                          



|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 June 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
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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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 six months ended June 30, 2003 and 2002.



|                                                                                                                                      |  | Three months ended June 30, |  | Six months ended June 30,
|------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- |  | -------------------------
|                                                                                                                                      |  | 2003                        |  | 2002                     
|Net income, as reported                                                                                                               |  | 1,771,683                   |  | 1,661,994                
|Deduct: Stock based employee compensation expense determined under fair value based method for all awards, net of related tax
effects |  | 106,642                     |  | 65,214                   
|                                                                                                                                      |  |                             |  |                          
|Pro forma net income                                                                                                                  |  | 1,665,041                   |  | 1,596,780                
|                                                                                                                                      |  |                             |  |                          
|Basic earnings per share: As reported                                                                                                 |  | 0.36                        |  | 0.33                     
|Pro forma                                                                                                                             |  | 0.33                        |  | 0.32                     
|                                                                                                                                      |  |                             |  |                          
|Diluted earnings per share: As reported                                                                                               |  | 0.35                        |  | 0.33                     
|Pro forma                                                                                                                             |  | 0.33                        |  | 0.32                     



|8. |  | In July 2002, SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, was issued. Statement No. 146 requires that a liability for a cost
associated with an exit or disposal activity be recorded when it is incurred and can be measured at fair value. The statement was adopted by the Corporation effective January 1, 2003 and has had no material impact on the financial position or
results of the operations of the Corporation.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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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.



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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 June 30, 2003 was 67.18%, at December 31, 2002 was 75.24% and at June 30, 2002 was 48.10%. 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 $38,500,000. In addition, the Corporation has the ability to draw on its line of credit with the Federal Home Loan Bank in excess of $140,424,653 at June 30, 2003. At June 30,
2003, the Corporation had unused and available $33,600,000 of its federal funds line of credit and $106,297,188 of its line of credit with the Federal Home Loan Bank.



CAPITAL RESOURCES



The Corporations equity capital was $55,673,038 at June 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 $1,392,882 or $0.28 per share were paid during the period January 1, 2003 to June 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



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(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 June 30, 2003, the Corporation meets all capital adequacy requirements to which it is subject.



|                                         |  | Actual |            |       | For Capital Adequacy Purposes |   |        | To Be Well Capitalized UnderPrompt CorrectiveActions Provisions |           
|---------------------------------------- |  | ------ | ---------- | ----- | ----------------------------- | - | ------ | --------------------------------------------------------------- | ----------
|                                         |  | Amount |            | Ratio |                               |   | Amount |                                                                 | Ratio     
|As of June 30, 2003                      |  |        |            |       |                               |   |        |                                                                 |           
|                                         |  |        |            |       |                               |  
|Total Capital (to Risk-Weighted Assets)  |  | $      | 51,678,969 |       | 15.36                         | % |        | $                                                               | 26,920,576
|                                         |  |        |            |       |                               |  
|Tier 1 Capital (to Risk-Weighted Assets) |  |        | 47,468,777 |       | 14.11                         | % |        |                                                                 | 13,460,288
|                                         |  |        |            |       |                               |  
|Tier 1 Capital ( to Average Assets)      |  |        | 47,468,777 |       | 8.81                          | % |        |                                                                 | 21,554,759



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 June 30, |           | For the Six Months Ended June 30,
|--------------------------------------------------- |  | ----------------------------------- | --------- | ---------------------------------
|                                                    |  | 2003                                |           | 2002                             
|Interest Income, including fees                     |  | $                                   | 7,406,422 |                                  
|Interest Expense                                    |  |                                     | 2,075,903 |                                  
|                                                    |  |                                     |           |                                  
|Net Interest Income                                 |  |                                     | 5,330,519 |                                  
|Provision for Loan Losses                           |  |                                     | 375,000   |                                  
|                                                    |  |                                     |           |                                  
|Net Interest Income after Provision for Loan Losses |  |                                     | 4,955,519 |                                  
|Other Income                                        |  |                                     | 1,353,189 |                                  
|Other Expense                                       |  |                                     | 3,682,494 |                                  
|                                                    |  |                                     |           |                                  
|Income before Provision For Income Taxes            |  |                                     | 2,626,214 |                                  
|Provision for Income Taxes                          |  |                                     | 854,534   |                                  
|                                                    |  |                                     |           |                                  
|Net Income                                          |  | $                                   | 1,771,680 |                                  
|                                                    |  |                                     |           |                                  



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|Net Income Per ShareBasic   |  | $ | 0.36 |  | $ | 0.33 |  | $ | 0.66 |  | $ | 0.65
|---------------------------- |  | - | ---- |  | - | ---- |  | - | ---- |  | - | ----
|                             |  |   |      |  |   |      |  |   |      |  |   |     
|Net Income Per Share-Diluted |  | $ | 0.35 |  | $ | 0.33 |  | $ | 0.66 |  | $ | 0.64
|                             |  |   |      |  |   |      |  |   |      |  |   |     



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 12.67% and 11.86% for the three and six months ended June 30, 2003, and 13.63% and 13.21% for the three and six months ended June 30, 2002.



The book value per share increased to $11.19 at June 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 six months ended June 30, 2003, were $537,938,397 compared to $491,832,644 for the year ended December 31, 2002, and average equity increased to $55,522,584 for the six months ended
June 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 Citizens Bank & Trust Company 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 4.43% and 4.46% for the three and six
months ended June 30, 2003, compared to an annualized net interest margin of 4.79% and 4.71% for the three and six months ended June 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 $490,570,885 for the six months ended June 30, 2003. This represented an increase of $62,271,588, or 14.7%, over average earning assets of $425,058,413 for
the six months ended June 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 $5,330,519 and $10,495,694 for the three and six month periods in 2003, an increase of $136,155 and $736,456
respectively over the same periods in 2002. An increase in loan volume and investments in the first half of 2003 contributed to this increase. A lower cost of deposits and other borrowed funds during 2003 over the



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same period in 2002 also contributed to the increase in Net Interest Income. Income from investment securities increased in the first half of 2003 as a
result of both an increase in the principal balance of investment securities and a shift in the mix of investments from lower yielding U. S. Treasury Securities into higher yield mortgage backed products.



Other interest income decreased in the three and six month periods ended June 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 June 30, |             |   | For the Six Months Ended June 30, |  
|------------------------------ |  | ----------------------------------- | ----------- | - | --------------------------------- | -
|                               |  | 2003                                |             |   | 2002                              |  
|Interest and Fees              |  | $                                   | 5,922,331   |   |                                   | $
|Average Loans, Net of Unearned |  |                                     | 327,304,186 |   |                                   |  
|Annualized Yield               |  |                                     | 7.24        | % |                                   |  



The decrease in rates in the three and
six month periods ended June 30, 2003 reflects the decrease in all loan rates for both new and refinanced loans in the period.



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.



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##### Table of Contents

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 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:



|                                                   |  | June 30, 2003 |             |   | December 31,2002 |   |             | Amount ofIncrease(Decrease) |  | Percent ofIncrease(Decrease) |           
|-------------------------------------------------- |  | ------------- | ----------- | - | ---------------- | - | ----------- | --------------------------- |  | ---------------------------- | ----------
|BALANCES:                                          |  |               |             |   |                  |   |             |                             |  |                              |           
|Gross Loans                                        |  | $             | 340,122,945 |   |                  | $ | 310,581,493 |                             |  | $                            | 29,541,452
|Allowance for Loan Losses                          |  |               | 4,518,332   |   |                  |   | 4,222,342   |                             |  |                              | 295,990   
|Nonaccrual Loans                                   |  |               | 653,723     |   |                  |   | 357,640     |                             |  |                              | 296,083   
|Ratios:                                            |  |               |             |   |                  |   |             |                             |  |                              |           
|Allowance for loan losses to gross loans           |  |               | 1.33        | % |                  |   | 1.36        | %                           |  |                              |           
|Net loans charged off to allowance for loan losses |  |               | 10.05       | % |                  |   | 41.62       | %                           |  |                              |           



The provision for loan losses for the
three months ended June 30, 2003 was $375,000, a decrease of $60,318 or 13.9% when compared to the $435,318 for the same period in 2002. The provision for the six months ended June 30, 2003 was $750,000, an increase of $80,186 or 12.0% over the
$669,814 for the six months ended June 30, 2002. The increase in the provision for the six months ended June 30, 2003 was made to bring the allowance back to the desired level after the net charge-offs for these periods and to cover the volume
increases in the loan portfolio. The allowance for loan losses was increased $847,341 as a result of the acquisition of Citizens Bank & Trust Company in the second quarter of 2002. This addition to the allowance for loan losses was made to
reflect estimated loan losses as of the acquisition date.



For the three months
ended June 30, 2003, net loan losses charged to allowance for loan losses totaled $258,384, a decrease of $176,954 over the same period in 2002. For the six



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months ended June 30, 2003, net loan losses charged to the allowance for loan losses totaled $454,010, a decrease of $215,804 over the same period in 2002.



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 June 30, 2003
increased $309,997 or 29.7% over the same period in 2002 and for the six months ended June 30, 2003, increased $408,814 or 19.9% 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 six months ended June 30, 2003 totaled $200,149 compared to $22,780 during the three and six month periods ended June 30, 2002.
These securities were sold as a strategy to increase the yields on the security portfolio.



OTHER EXPENSE



Other expenses include salaries and employee benefits, occupancy and equipment, and other operating expenses. Other expenses for the three and six months ended June 30,
2003 were $3,682,494 and $7,385,313 compared to the $3,364,960 and $6,407,194 for the three and six months ended June 30, 2002 for an increase of $317,534 and $978,119 respectively. Salaries and benefits increased to $1,959,324 and $3,891,152 for
the three and six month periods in 2003 from $1,803,864 and $3,476,897 for the same periods in 2002, an increase of $155,460 or 8.6% and $414,255 or 11.9% 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 Citizens Bank & Trust Company in May 2002 and internal growth of the deposit base. The Corporations efficiency ratio for the three and six month
periods ended June 30, 2003 was 53.69% and 55.57% compared to 52.86% and 53.18% for the same periods in 2002.



BALANCE SHEET ANALYSIS



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|                           |  | June 30, 2003 |             | December 31,2002 |   | Amount ofIncrease(Decrease) |  | Percent ofIncrease(Decrease) |           
|-------------------------- |  | ------------- | ----------- | ---------------- | - | --------------------------- |  | ---------------------------- | ----------
|Cash and Cash Equivalents  |  | $             | 18,132,141  |                  | $ | 21,135,361                  |  | $                            | -3,003,220
|Investment Securities      |  |               | 176,965,280 |                  |   | 162,276,305                 |  |                              | 14,688,975
|Loans, net                 |  |               | 333,346,248 |                  |   | 303,952,527                 |  |                              | 29,393,721
|Total Assets               |  |               | 556,986,727 |                  |   | 518,450,118                 |  |                              | 38,536,609
|                           |  |               |             |                 
|Total Deposits             |  |               | 455,288,694 |                  |   | 432,768,175                 |  |                              | 22,520,519
|                           |  |               |             |                 
|Total Stockholders Equity |  |               | 55,673,038  |                  |   | 53,782,559                  |  |                              | 1,890,479 



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 June 30, 2003 decreased $3,003,220 or 14.2% from December 31, 2002. Improved collection of outgoing cash letters caused the due from bank balances to be lower this quarter.



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 $14,688,975 or 9.1% as of June 30, 2003 compared to December 31, 2002.



LOANS



Loan demand in the Corporations service area began to strengthen as net loans
increased by $29,393,721 or 9.7% during the six month period ended June 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.



DEPOSITS



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



|                                |  | June 30, 2003 |             | December 31,2002 |   | Amount ofIncrease(Decrease) |  | Percent ofIncrease(Decrease) |           
|------------------------------- |  | ------------- | ----------- | ---------------- | - | --------------------------- |  | ---------------------------- | ----------
|Noninteresting-bearing Deposits |  | $             | 64,953,169  |                  | $ | 59,761,550                  |  | $                            | 5,191,619 
|Interest-bearing Deposits       |  |               | 131,220,518 |                  |   | 122,717,966                 |  |                              | 8,502,552 
|Savings                         |  |               | 35,585,977  |                  |   | 33,216,006                  |  |                              | 2,369,971 
|Certificates of Deposit         |  |               | 223,529,030 |                  |   | 217,072,653                 |  |                              | 6,456,377 
|                                |  |               |             |                  |   |                             |  |                              |           
|Total Deposits                  |  | $             | 455,288,694 |                  | $ | 432,768,175                 |  | $                            | 22,520,519
|                                |  |               |             |                  |   |                             |  |                              |           



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The increase is the result of normal deposit growth. Normal deposit growth was influenced by the decline in the stock
market and the need for more conservative investments by our depositors. 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 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 June 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 June 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 4. |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- |  | ---------------------------------------------------



The Corporation held its Annual Meeting of Shareholders on April 22, 2003 at 3:30 p.m. at the Main Office of The Citizens Bank of Philadelphia, 521 Main Street,
Philadelphia, Mississippi. At this meeting there were 4,053,654 shares or 81.5% of the Corporations issued and outstanding shares of common stock represented either in person or by proxy at the Annual Meeting.



The shareholders considered and voted upon a proposal to set the number of directors to serve
on the Board of Directors at twelve members. The shareholders of the Corporation adopted this proposal by a vote of 4,030,630 for the proposal, 6,679 shares against the proposal with 16,345 abstentions or broker non-votes.



An election was held to elect four Class I directors to a three-year term expiring in 2006.
The votes for each nominee were:



|                 |  | Shares Voted For |  | Shares Withheld
|---------------- |  | ---------------- |  | ---------------
|Don L. Fulton    |  | 4,050,677        |  | 2,977          
|Donald L Kilgore |  | 4,053,654        |  | 0              
|Herbert A. King  |  | 4,053,654        |  | 0              
|David P. Webb    |  | 4,051,772        |  | 1,882          



The shareholders considered and voted
upon a proposal to ratify the Horne CPA Group as the Corporations independent auditors for the fiscal year ending December 31, 2003. The shareholders of the Corporation adopted this proposal by a vote of 4,048,795 affirmative votes to 4,859
votes against with no abstentions or broker non-votes.



|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 18 U.S.C. § 1350, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002. |  |     
|31(b) |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 302 of                             |  |     



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##### Table of Contents

|      |  | Sarbanes-Oxley Act of 2002.                                                                                                                  |  | 
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|32(a) |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002. |  | 
|32(b) |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002. |  | 



|* |  | 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 April 24, 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 March 31, 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:                     
|                        
|                        
|DATE: