<PAGE>

                                   FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D. C. 20549


[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended September 30, 2000

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


State of Incorporation or other jurisdiction of           I. R. S. Employer
       incorporation or organization                    Identification Number
                Mississippi                                   64-0666512

Citizens Holding Company
521 Main Street
Philadelphia, MS 39350
(601) 656-4692

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 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 the number of shares outstanding of each of the issuer's classes of
common stock, as of October 31, 2000.

           Title                                               Outstanding
Common Stock, $.20 par value                                    3,308,750
<PAGE>

                            CITIZENS HOLDING COMPANY
                THIRD QUARTER 2000 INTERIM FINANCIAL STATEMENTS
                               TABLE OF CONTENTS

PART I.    FINANCIAL INFORMATION

     Item 1.  Consolidated Financial Statements

              Consolidated Statements of Condition
              September 30, 2000 and December 31, 1999

              Consolidated Statements of Income
              Three and nine months ended September 30, 2000 and 1999

              Consolidated Statements of Comprehensive Income
              Three and nine months ended September 30, 2000 and 1999

              Consolidated Statements of Cash Flows
              Nine months ended September 30, 2000 and 1999

              Notes to Consolidated Financial Statements

     Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of Operations

     Item 3.  Quantitative and Qualitative Disclosures About Market Risk

PART II.   OTHER INFORMATION

     Item 1.  Legal Proceedings

     Item 2.  Changes in Securities

     Item 3.  Defaults Upon Senior Securities

     Item 4.  Submission of Matters to a Vote of Security Holders

     Item 5.  Other Information

     Item 6.  Exhibits and Reports on Form 8-K

     Signatures

<PAGE>

                   PART 1.CONSOLIDATED FINANCIAL STATEMENTS


                    CITIZENS HOLDING COMPANY AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CONDITION

<TABLE>
<CAPTION>
                                                                 September 30,    December 31,
                    ASSETS                                           2000             1999
                                                                 -------------    ------------
<S>                                                                  <C>             <C>
Cash and cash equivalents                                          14,923,860      13,494,070
Federal Home Loan Bank stock                                        2,212,700       1,284,000
Investment securities available for sale, at fair value           100,037,457     101,167,360
Loans, net of allowance for loan losses of
   $3,325,000 in 2000 and $3,100,000 in 1999                      247,399,764     231,248,551
Premises and equipment, net                                         4,387,402       4,410,976
Other real estate owned, net                                          150,002         291,508
Accrued interest receivable                                         4,191,292       3,683,849
Cash value of life insurance                                        2,998,274       2,828,265
Goodwill (net)                                                        672,185         649,854
Other assets                                                        3,628,345       3,731,269
                                                                 ------------    ------------

TOTAL ASSETS                                                     $380,601,281    $362,789,702
                                                                 ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
Deposits:
Noninterest-bearing demand                                       $ 38,457,136    $ 37,090,779
Interest-bearing NOW and money market accounts                     71,390,122      74,616,711
Savings deposits                                                   19,482,420      20,031,653
Certificates of deposit                                           155,904,289     152,722,496
                                                                 ------------    ------------
Total deposits                                                    285,233,967     284,461,639

Accrued interest payable                                            1,448,883       1,242,916
Federal Home Loan Bank advances                                    29,000,000      23,100,000
Federal funds purchased                                            17,600,000      10,600,000
ABE loan liability                                                  2,675,709       2,727,004
Treasury tax and loan note option                                     700,000         700,000
Directors deferred compensation payable                               888,915         812,130
Other liabilities                                                     380,151         339,403
                                                                 ------------    ------------

Total liabilities                                                 337,927,625     323,983,092
                                                                 ------------    ------------

Minority interest in consolidated subsidiary                        1,385,278       1,260,649
                                                                 ------------    ------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                 <C>              <C>
STOCKHOLDERS' EQUITY
Common stock; $.20 par value, 15,000,000 shares
 authorized, and 3,308,750 shares outstanding at September
 30, 2000, and at December 31, 1999                                  670,750         670,750

Less:  Treasury stock, at cost, 45,000 shares at
   September 30, 2000 and at December 31, 1999                      (239,400)       (239,400)
Additional paid-in capital                                         3,353,127       3,353,127
Retained earnings                                                 38,407,877      35,303,504
Unrealized gain (loss) on securities available for sale, net of
income tax benefit of $(465,684) in 2000 and $(821,577) in 1999     (903,976)     (1,542,020)
                                                                 -----------     -----------


Total stockholders' equity                                        41,288,378      37,545,961
                                                                 -----------     -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $380,601,281    $362,789,702
                                                                ============    ============
</TABLE>
See notes to consolidated financial statements.



                    CITIZENS HOLDING COMPANY AND SUBSIDIARY
                       CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>

                                      For the three months        For the nine months
                                       ended September 30,        ended September 30,
                                       2000         1999          2000          1999
                                     ----------------------      ---------------------
 <S>                                  <C>           <C>           <C>          <C>
INTEREST INCOME:
Loans                               $5,566,400   $4,957,478   $16,133,406   $14,331,790
Investment securities                1,508,257    1,410,879     4,518,347     4,008,032
Other interest                          11,966        9,224        37,444       165,866
                                     ---------   ----------   -----------   -----------

Total interest income                7,086,623    6,377,581    20,689,197    18,505,688

INTEREST EXPENSE:
Deposits                             3,017,669    2,527,228     8,585,807     7,514,690
Other borrowed funds                   608,836      201,807     1,608,643       501,186
                                     ---------   ----------   -----------   -----------

Total interest expense               3,626,505    2,729,035    10,194,450     8,015,876
                                     ---------   ----------   -----------   -----------

NET INTEREST INCOME                  3,460,118    3,648,546    10,494,747    10,489,812

PROVISION FOR LOAN LOSSES              316,305      156,180       598,298       538,797
                                     ---------   ----------   -----------   -----------

NET INTEREST INCOME AFTER
</TABLE>
<PAGE>

<TABLE>
<CAPTION>


 <S>                                  <C>           <C>           <C>          <C>
 PROVISION FOR LOAN LOSSES           3,143,813    3,492,366     9,896,449     9,951,015
                                    ----------   ----------   -----------   -----------

OTHER INCOME:
Service charges on deposit accounts    614,955      603,034     1,803,660     1,753,859
Other service charges and fees         202,183      181,998       574,445       503,518
Other income                           245,071      108,714       500,303       402,825
                                    ----------   ----------   -----------   -----------

Total other income                   1,062,209      893,746     2,878,408     2,660,202

OTHER EXPENSES:
Salaries and employee benefits       1,188,495    1,296,181     3,661,297     3,484,278
Occupancy expense                      361,070      336,669     1,081,111       969,855
Other operating expense                581,777      565,302     1,651,088     1,500,796
Earnings applicable to minority
 interest                               46,445       48,787       141,420       150,053
                                    ----------   ----------   -----------   -----------
Total other expenses                 2,177,787    2,246,939     6,534,916     6,104,982
                                    ----------   ----------   -----------   -----------

INCOME BEFORE PROVISION
   FOR INCOME TAXES                  2,028,235    2,139,173     6,239,941     6,506,235
                                    ----------   ----------   -----------   -----------

PROVISION FOR INCOME TAXES             680,525      721,535     2,142,942     2,208,985
                                    ----------   ----------   -----------   -----------

NET INCOME                          $1,347,710   $1,417,638   $ 4,096,999   $ 4,297,250
                                    ==========   ==========   ===========   ===========

NET INCOME PER SHARE
     -Basic                              $0.41        $0.43         $1.24         $1.30
                                    ==========   ==========   ===========   ===========

     -Diluted                            $0.41        $0.43         $1.24         $1.30
                                    ==========   ==========   ===========   ===========
</TABLE>

See notes to consolidated  financial statements.
<PAGE>

                    CITIZENS HOLDING COMPANY AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
<TABLE>
<CAPTION>

                                         For the three months      For the nine months
                                          ended September 30,       ended September 30,
                                           2000         1999         2000          1999
                                         --------     --------     --------      --------
<S>                                     <C>          <C>           <C>          <C>

Net income                              $1,347,710   $1,417,638    $4,096,999   $ 4,297,250

Other comprehensive income, net of tax

 Unrealized holding gains (losses)         644,337     (299,815)      592,350    (1,693,447)


 Less reclassification adjustment for
   gains (losses) included in net income    25,687       (3,364)       45,694            55
                                        ----------   ----------    ----------   -----------

   Total other comprehensive income        670,024     (303,179)      638,044    (1,693,392)
                                        ----------   ----------    ----------   -----------

Comprehensive income                    $2,017,734   $1,114,459    $4,735,043   $ 2,603,858
                                        ==========   ==========    ==========   ===========
</TABLE>
<PAGE>

                    CITIZENS HOLDING COMPANY AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>


                                                                          FOR THE NINE MONTHS
                                                                          ENDED SEPTEMBER 30,
                                                                        2000              1999
                                                                        -----------------------
<S>                                                                     <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Cash Provided by Operating Activities                             $  4,484,024    $  3,091,368


CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities of securities available for sale               10,297,786      13,570,711
Proceeds from sale of investment securities                             15,852,410       1,499,393
Purchases of investment securities                                     (25,069,349)    (22,043,367)
Purchases of bank premises and equipment                                  (387,276)       (180,611)
Decrease in interest bearing deposits with other  banks                     50,789         338,652
Net (increase) decrease in federal funds sold                                    0       4,900,000
Net increase in loans                                                  (16,376,213)    (13,040,467)
                                                                      ------------    ------------
Net Cash Used by Investing Activities                                  (15,631,853)    (14,955,689)


CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposits                                        772,328       8,230,656
Net increase (decrease) in ABE loans                                       (51,295)        348,474
Increase in FHLB advances                                                5,900,000               0
Increase in federal funds purchased                                      7,000,000               0
Payment of dividends                                                      (992,625)       (496,313)
                                                                      ------------    ------------

Net Cash Provided by Financing Activities                               12,628,408       8,082,817

Net Increase (Decrease) in Cash and Due from Banks                       1,480,579      (3,781,504)

Cash and Due From Banks, beginning of year                              13,312,028      15,234,594
                                                                      ------------    ------------

Cash and Due from Banks, end of period                                $ 14,792,607    $ 11,453,090
                                                                      ============    ============
</TABLE>
<PAGE>

                    CITIZENS HOLDING COMPANY AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  For the nine months ended September 30, 2000

1.   These interim consolidated financial statements have been prepared in
     accordance with 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 periods ending September 30, 2000 are not necessarily indicative of the
     results which 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 96.63% 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 29, 2000.

     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 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, 2000, the Corporation had entered into commitments with certain
     customers that had an unused balance of $12,588,000 compared to $16,241,000
     unused at December 31, 1999.  There were $308,850 of letters of credit
     outstanding at September 30, 2000, compared to $313,105 at December 31,
     1999.

4.   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, 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
<PAGE>

     shares have been adjusted to reflect the five-for-one stock split on the
     common stock effective January 1, 1999. Earnings per share were computed as
     follows:

<TABLE>
<CAPTION>

                                         For the three months      For the nine months
                                          ended September 30,      ended September 30,
                                          2000          1999        2000         1999
                                         ---------------------     -------------------
<S>                                        <C>           <C>            <C>          <C>
Basic weighted average
    shares outstanding                  3,308,750      3,308,750    3,308,750    3,308,750
Dilutive effect of granted options          8,728            807        8,071          697
                                       ----------     ----------   ----------   ----------
Diluted weighted average
    shares outstanding                  3,317,478      3,309,557    3,316,821    3,309,447
                                       ==========     ==========   ==========   ==========

Net income                             $1,347,710     $1,417,638   $4,096,999   $4,297,250
Net income per share-basic             $     0.41     $     0.43   $     1.24   $     1.30
Net income per share-diluted           $     0.41     $     0.43   $     1.24   $     1.30

</TABLE>


5.   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.

6.   In June 1998, the Financial Accountings Standards Board (FASB) issued
     Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
     Derivative Instruments and Hedging Activities." In 2000, the FASB issued
     SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain
     Hedging Activities (an amendment of SFAS No. 133)." These statements
     provide a comprehensive and consistent standard for the recognition and
     measurement of derivatives and hedging activities. During 1999, the FASB
     issued SFAS No. 137, "Accounting for Derivative Instruments and Hedging
     Activities - Deferral of the Effective Date of FASB Statement No. 133-an
     amendment of FASB No. 133," which concluded that it was appropriate to
     defer the effective date of SFAS No. 133 to fiscal years beginning after
     June 15, 2000. The effective date of SFAS No. 138 is also effective for
     fiscal years beginning after June 15, 2000. The Corporation does not
     anticipate that the adoption of these statements will have a material
     effect on its consolidated financial statements.

     In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers
     and Servicing of Financial Assets and Extinguishments of Liabilities (a
     replacement of FASB
<PAGE>

     Statement No. 125)." This statement revises the standards for accounting
     for securitizations and other transfers of financial assets and collateral
     and requires certain disclosures, but it carries over most of the
     provisions of SFAS No. 125. SFAS No. 140 is effective for transfers and
     servicing of financial assets and extinguishments of liabilities occurring
     after March 31, 2001. SFAS No. 140 is effective for recognition and
     reclassification of collateral and for disclosures relating to
     securitization transactions and collateral for fiscal years ending after
     December 15, 2000. The Corporation does not anticipate that the adoption of
     this statement will have a material effect on its consolidated financial
     statements.
<PAGE>

                    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, (the "Corporation").

Statements concerning future performance, developments or events, concerning
expectations for growth and market forecasts, and any other guidance on future
periods, constitute forward-looking statements which are subject to a number of
risks and uncertainties which might cause actual results to differ materially
from stated expectations.  These factors include, but are not limited to, the
approval of regulatory agencies and shareholders, the effect of interest rates
changes, the expansion of the Corporation, competition in the financial services
market for both deposits and loans, and general economic conditions.


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, 2000 was 34.26% and at September 30, 1999 was
38.82%.  Liquidity is the ratio of short-term investments to potentially
volatile liabilities.  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 $53,671,500 at September 30, 2000.  At September 30, 2000, the Corporation
had unused and available $20,900,000 of its federal funds line of credit and
$24,671,500 of its line of credit with the Federal Home Loan Bank.

CAPITAL RESOURCES

The Corporation's equity capital was $41,288,378 at September 30, 2000.  The
main source of capital for the Corporation has been the retention of net income.
<PAGE>

On January 1, 1999, the Corporation issued a five-for-one (5:1) split to the
shareholders of the Corporation.  This split increased the number of shares
outstanding to 3,308,750 from 661,750.  The number of shares authorized
increased from 750,000 to 3,750,000 after the split.  Additionally, the
shareholders approved an increase in authorized shares to 15,000,000 at the
annual meeting held April 13, 1999.  Cash dividends in the amount of $992,625 or
$.30 per share were paid year to date September 30, 2000.  This is the first
year that the Corporation paid a quarterly dividend rather than paying a semi-
annual dividend as had been paid in the prior years.

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, 2000, the Corporation meets all capital adequacy
requirements to which it is subject.

<TABLE>
<CAPTION>
                                                                                             To Be Well
                                                                                          Capitalized Under
                                                                  For Capital             Prompt Corrective
                                             Actual            Adequacy Purposes         Actions Provisions
                                       Amount      Ratio      Amount        Ratio       Amount         Ratio
                                       ------      -----     --------      --------   -----------   -----------
As of September 30, 2000
<S>                                  <C>           <C>      <C>           <C>         <C>           <C>
Total Capital                        $45,937,839   18.94%   $19,407,310      >8.00%   $24,259,138       >10.00%
  (to Risk-Weighted Assets)

Tier 1 Capital                       $42,905,446   17.69%   $ 9,703,655      >4.00%   $14,555,483        >6.00%
  (to Risk-Weighted Assets)

Tier 1 Capital                       $42,905,446   11.51%   $14,905,721      >4.00%   $18,632,151        >5.00%
  (to Average Assets)
</TABLE>


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:
<TABLE>
<CAPTION>


                                   For the three months      For the nine months
                                   ended September 30,       ended September 30,
                                   2000          1999          2000          1999
<S>                                <C>           <C>           <C>           <C>
Interest Income                 $7,086,623    $6,377,581   $20,689,197   $18,505,688
Interest Expense                 3,626,505     2,729,035    10,194,450     8,015,876
                                ----------    ----------   -----------   -----------

Net Interest Income              3,460,118     3,648,546    10,494,747    10,489,812



</TABLE>
<PAGE>

<TABLE>
<CAPTION>

<S>                               <C>            <C>          <C>            <C>
Provision for Loan Losses          316,305       156,180       598,298       538,797
                                ----------    ----------   -----------   -----------
Net Interest Income after
Provision for Loan Losses        3,143,813     3,492,366     9,896,449     9,951,015
Other Income                     1,062,209       893,746     2,878,408     2,660,202
Other Expense                    2,177,787     2,246,939     6,534,916     6,104,982
                                ----------    ----------   -----------   -----------
Income before Provision For
Income Taxes                     2,028,235     2,139,173     6,239,941     6,506,235
Provision for Income Taxes         680,525       721,535     2,142,942     2,208,985
                                ----------    ----------   -----------   -----------

Net Income                      $1,347,710    $1,417,638   $ 4,096,999   $ 4,297,250
                                ==========    ==========   ===========   ===========

Net Income Per share - Basic    $     0.41    $     0.43   $      1.24   $      1.30
                                ==========    ==========   ===========   ===========

Net Income Per Share-Diluted    $     0.41    $     0.43   $      1.24   $      1.30
                                ==========    ==========   ===========   ===========
</TABLE>


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 was 13.60% and 13.77% for the three and nine
months ended September 30, 2000, and 15.43% and 15.58% for the three and nine
months ended September 30, 1999.

The book value per share increased to $12.48 at September 30, 2000 compared to
$11.35 at December 31, 1999.  This increase is due to earnings exceeding
dividends paid during this period.  Average assets for the nine months ended
September 30, 2000, were $372,643,028 compared to $347,613,000 for the year
ended December 31, 1999; average equity increased to $39,675,423 for the nine
months ended September 30, 2000, from $37,603,000 for the year ended December
31, 1999.

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 4.20% for the nine months ended September
30, 2000, compared to an annualized net interest margin of 4.55% for the nine
months ended September 30, 1999.  Earnings assets averaged $341,372,264 for the
nine months ended
<PAGE>

September 30, 2000. This represented an increase of $25,146,102 or 7.95%, over
average earning assets of $316,226,162 for the nine months ended September 30,
1999. This increase was from normal growth of the Corporation and not from any
special program or promotion.

The net interest income figures above include income from the Corporation's
securities.  The following table shows the interest and fees and corresponding
yields for loans only.
<TABLE>
<CAPTION>

                              FOR THE THREE MONTHS            FOR THE NINE MONTHS
                               ENDED SEPTEMBER 30,            ENDED SEPTEMBER 30,
                                2000         1999              2000         1999
                              --------------------            -------------------
<S>                          <C>             <C>             <C>             <C>
Interest and Fees         $  5,696,164    $  5,025,520    $ 16,408,950    $ 14,534,606
Average Loans              244,147,385     222,397,124     239,954,633     215,452,856
Annualized Yield                  9.33%           9.04%           9.12%           8.99%
</TABLE>

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 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
<PAGE>

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 loss for the
dates indicated:

<TABLE>
<CAPTION>
                                                                   AMOUNT OF     PERCENT OF
                                  SEPTEMBER 30,   DECEMBER 31,      INCREASE      INCREASE
                                      2000           1999          (DECREASE)     (DECREASE)
                                  -------------   ------------     ----------    -----------
<S>                                 <C>             <C>             <C>            <C>
BALANCES:
Gross Loans                       $253,534,373    $237,007,080    $16,527,293         6.97%
Allowance for Loan Losses            3,325,000       3,100,000        225,000         7.26%
Nonaccrual Loans                       670,425         389,876        280,549        71.96%
Ratios:
Allowance for loan losses to
     gross loans                          1.31%           1.31%
Net loans charged off to
     allowance for loan losses           11.23%          20.95%
</TABLE>



The provision for loan losses for the three months ended September 30, 2000 was
$316,305, an increase of $160,125 over the $156,180 for the same period in 1999.
The provision for the nine months ended September 30, 2000 was $598,298; an
increase of $59,501 or 11.04%, over the $538,797 for the nine months ended
September 30, 1999.  Gross loans outstanding increased 6.97% for the nine months
in 2000.  For the three months ended September 30, 2000, net loan losses charged
to the allowance for loan losses totaled $241,305, an increase of $135,125 over
the same period in 1999.  For the nine months ended September 30, 2000, net loan
losses charged to the allowance totaled $373,298 compared to $388,797 for the
nine months ended September 30, 1999.

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
fiscal year 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.
<PAGE>

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, 2000, increased $168,463 or 18.85% and increased $218,206 or 8.20%
over the respective periods ended September 30, 1999.  Especially in periods of
declining net interest margins, the Corporation has sought to increase the
income derived from these sources and will continue to seek opportunities to do
so.


OTHER EXPENSE
Other expenses include salaries and employee benefits, occupancy and equipment,
and other operating expenses.  The continued growth of the Corporation has put
pressure on Management to control overhead expenses.

Other operating expenses for the three and nine months ended September 30, 2000
were $2,177,787 and $6,534,916 compared to the $2,246,939 and $6,104,982 for the
three and nine months ended September 30, 1999.  This represents a decrease of
$69,152 for the three months and an increase for the nine months of $429,934.
The Corporation's efficiency ratios for the three and nine months ended
September 30, 2000 were 46.45% and 47.01% respectively.



BALANCE SHEET ANALYSIS

<TABLE>
<CAPTION>
                                                                Amount of     Percent of
                                  September 30,  December 31,    Increase       Increase
                                      2000          1999        (Decrease)     (Decrease)
                                  ------------   ------------   ---------     -----------
<S>                                <C>           <C>           <C>             <C>
Cash and Cash                    $ 14,923,860  $ 13,494,070    $ 1,429,790        10.60%
 Equivalents
Investment Securities             102,250,157   102,451,360       (201,203)       -0.20%
Loans, net                        247,399,764   231,248,551     16,151,213         6.98%
Total Assets                      380,601,281   362,789,702     17,811,579         4.91%
                                 ------------  ------------    -----------        -----

Total Deposits                    285,233,967   284,461,639        772,328         0.27%
                                 ------------  ------------    -----------        -----

Total Stockholders' Equity         41,288,378    37,545,961      3,742,417         9.97%
                                 ------------  ------------    -----------        -----
</TABLE>
<PAGE>

CASH AND CASH EQUIVALENTS
Cash and cash equivalents are made up of cash, balances at correspondent banks
and federal funds sold.  The increase at September 30, 2000 was due to a
temporary increase in correspondent bank accounts. The Corporation did not have
any federal funds sold at this date due to continued strong loan demand.

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 decreased $201,203 or .2% as a result of the need for liquidity to
fund the strong loan demand.

LOANS
Loan demand continued to be strong in the service area of the Corporation as
evidenced by the 6.97% increase in gross loans.  Residential housing loans
continue to be in demand along with commercial and industrial loans.  No special
loan programs were initiated during this period to add to this growth.


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

<TABLE>
<CAPTION>
                                                                    Amount of     Percent of
                                   September 30,    December 31,    Increase       Increase
                                       2000             1999       (Decrease)     (Decrease)
                                   -------------    ------------   ----------     ----------
<S>                                <C>            <C>            <C>             <C>
Noninteresting-bearing             $ 38,457,136   $ 37,090,779    $ 1,366,357         3.68%
 Deposits
Interest-bearing                     71,390,122     74,616,711     (3,226,589)       -4.32%
 Deposits
Savings                              19,482,420     20,031,653       (549,233)       -2.74%
Certificates of Deposit             155,904,289    152,722,496      3,181,793         2.08%
                                   ------------   ------------    -----------        -----

Total Deposits                     $285,233,967   $284,461,639    $   772,328         0.27%
                                   ============   ============    ===========        =====
</TABLE>



The increase in deposits reflected in the above table is solely the result of
normal deposit growth for our service area.  The Corporation does not have any
brokered deposits.  There were no special deposit programs or incentives in
place during this period.
<PAGE>

                            CITIZENS HOLDING COMPANY
                ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
                               ABOUT MARKET RISK

There have been no material change in the Corporation's market risk since the
end of the last fiscal year end of December 31, 1999.


                         PART II.  - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

          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 a 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.


ITEM 2.   CHANGES IN SECURITIES

          None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          None.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

          None.

ITEM 5.   OTHER INFORMATION.

          None.

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

          1.  The following exhibit is included herein:
               (27) Financial Data Schedule
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) 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



     /s/ Steve Webb                          /s/ Robert T. Smith
BY:_________________________           BY:__________________________
     Steve Webb                               Robert T. Smith
     Chairman, President and                  Treasurer (Chief Financial
     Chief Executive Officer                  and Accounting Officer)

DATE:  November 10, 2000               DATE: November 10, 2000
<PAGE>

                                 EXHIBIT INDEX


Exhibit Number                                Description
--------------                                -----------

    27                                   Financial Data Schedule