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SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549



FORM 10-Q/A



AMENDMENT NO. 1 TO



|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



CITIZENS HOLDING COMPANY

(exact name
of registrant as specified in its charter)



|MISSISSIPPI                     |  | 64-0666512                               
|------------------------------- |  | -----------------------------------------
|(State or other jurisdiction of |  | (I. R. S. Employer Identification Number)
|incorporation or organization)  |  |                                          



|521 Main Street, Philadelphia, MS        |  | 39350     
|---------------------------------------- |  | ----------
|(Address of principal executive offices) |  | (Zip Code)



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



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). | | Yes | X | No



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



|Title                        |  | Outstanding as of August 7, 2003
|---------------------------- |  | --------------------------------
|Common Stock, $.20 par value |  | 4,974,578                       



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Explanatory Note:



The purpose of this Amendment to the Quarterly Report on Form 10-Q of Citizens Holding Company (the Company) for the quarterly period ended
June 30, 2003 is to correct an error regarding the Companys status as an accelerated filer. The Companys Quarterly Report on Form 10-Q is hereby amended to indicate that the Company is not an accelerated filer.



Except as noted herein, the Registrants Quarterly Report on Form 10-Q
for the period ended June 30, 2003 remains as originally filed with the Securities and Exchange Commission on August 14, 2003.



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



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



|   |    
|-- | ---
|31 | (a)
|   |    
|31 | (b)





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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                                   |  |                        
|                        |  |                                                     |  |                        
|                        |  | Greg L. McKee President and Chief Executive Officer |  |                        
|                        |  |                                                    
|DATE: December 30, 2003 |  |                                                     |  | DATE: December 30, 2003