EXHIBIT 31(b) 

 

**Certification of Chief Financial Officer**

**Pursuant Rule 13a-14(a)/15d-14(a)**

 

I, Robert T. Smith,Treasurer and Chief Financial Officer, certify that: 

 

1. I havereviewed this Form 10-Q/A of Citizens Holding Company and the quarterly report on Form 10-Q as amended by this Form 10-Q/A of Citizens Holding Company; 

 

2. Based on my knowledge, as of the date this report was originally filed, this report does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

 

3. Based on my knowledge, as of the date this report was originally filed,the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in thisreport; 

 

4. The registrant’s other certifying officer(s)and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have, as of the date this report was originally filed 

 

a. designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared; 

 

b.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and 

 

c. disclosed in thisreport any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recentevaluation of internal control over financial reporting undertaken in connection with this report as originally filed, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing theequivalent functions): 

 

a. all significant deficiencies andmaterial weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and 

 

b. any fraud, whether or not material, that involves management or otheremployees who have a significant role in the registrant’s internal control over financial reporting. 

 

Date: December 30, 2003
  
/s/ Robert T. Smith
   
Robert T. Smith

Treasurer and Chief Financial Officer