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SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549



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FORM 10-Q



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



For the quarterly period ended March 31, 2005



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)



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|                                                               |  |                                          
|-------------------------------------------------------------- |  | -----------------------------------------
|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 May 3, 2005.



|                             |  |            
|---------------------------- |  | -----------
|Title                        |  | Outstanding
|Common Stock, $.20 par value |  | 5,007,278  



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##### Table of Contents

CITIZENS HOLDING COMPANY

FIRST QUARTER 2005 INTERIM FINANCIAL STATEMENTS

TABLE OF CONTENTS



|                               |  |         |  |                                                                                           
|------------------------------ |  | ------- |  | ------------------------------------------------------------------------------------------
|PART I. 
FINANCIAL INFORMATION
|                               |  |        
|                               |  | Item 1. |  | Consolidated Financial Statements (Unaudited)                                             
|                               |  |        
|                               |  |         |  | Consolidated Statements of Condition March 31, 2005 and December 31, 2004                 
|                               |  |        
|                               |  |         |  | Consolidated Statements of Income Three months ended March 31, 2005 and 2004              
|                               |  |        
|                               |  |         |  | Consolidated Statements of Comprehensive Income Three months ended March 31, 2005 and 2004
|                               |  |        
|                               |  |         |  | Consolidated Statements of Cash Flows Three months ended March 31, 2005 and 2004          
|                               |  |        
|                               |  |         |  | 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                                
|                               |  |        
|                               |  | Item 4. |  | Controls and Procedures                                                                   
|                              
|PART II. 
OTHER INFORMATION   
|                               |  |        
|                               |  | Item 2. |  | Unregistered Sales of Equity Securities and Use of Proceeds                               
|                               |  |        
|                               |  | Item 6. |  | Exhibits                                                                                  
|                              
|SIGNATURES                    



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##### Table of Contents

PART I. FINANCIAL INFORMATION



ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)



CITIZENS HOLDING COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CONDITION

(Unaudited)



|                                                                                                                                                     |  |                |             |   |                  |   |            
|---------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ----------- | - | ---------------- | - | -----------
|                                                                                                                                                     |  | March 31, 2005 |             |   | December 31,2004
|ASSETS                                                                                                                                               |  |                |             |   |                  |   |            
|                                                                                                                                                     |  |               
|Cash and due from banks                                                                                                                              |  | $              | 20,021,104  |   |                  | $ | 16,837,433 
|Interest bearing deposits with other banks                                                                                                           |  |                | 384,392     |   |                  |   | 818,716    
|Federal funds sold                                                                                                                                   |  |                | 13,100,000  |   |                  |   | 11,000,000 
|Investment securities available for sale, at fair value                                                                                              |  |                | 148,038,963 |   |                  |   | 151,716,083
|Loans, net of allowance for loan losses of $4,772,142 in 2005 and $4,720,875 in 2004                                                                 |  |                | 362,921,611 |   |                  |   | 364,868,117
|Premises and equipment, net                                                                                                                          |  |                | 9,617,363   |   |                  |   | 9,772,213  
|Other real estate owned, net                                                                                                                         |  |                | 2,834,142   |   |                  |   | 2,786,716  
|Accrued interest receivable                                                                                                                          |  |                | 4,680,590   |   |                  |   | 4,385,892  
|Cash value of life insurance                                                                                                                         |  |                | 15,496,883  |   |                  |   | 15,504,829 
|Intangible assets (net)                                                                                                                              |  |                | 5,693,203   |   |                  |   | 5,827,579  
|Other assets                                                                                                                                         |  |                | 7,528,601   |   |                  |   | 3,721,413  
|                                                                                                                                                     |  |                |             |   |                  |   |            
|TOTAL ASSETS                                                                                                                                         |  | $              | 590,316,852 |   |                  | $ | 587,238,991
|                                                                                                                                                     |  |                |             |   |                  |   |            
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                 |  |                |             |   |                  |   |            
|                                                                                                                                                     |  |               
|LIABILITIES                                                                                                                                          |  |                |             |   |                  |   |            
|Deposits:                                                                                                                                            |  |                |             |   |                  |   |            
|Noninterest-bearing demand                                                                                                                           |  | $              | 92,009,680  |   |                  | $ | 78,070,820 
|Interest-bearing NOW and money market accounts                                                                                                       |  |                | 142,495,229 |   |                  |   | 148,617,480
|Savings deposits                                                                                                                                     |  |                | 36,889,572  |   |                  |   | 38,151,914 
|Certificates of deposit                                                                                                                              |  |                | 205,730,519 |   |                  |   | 209,623,530
|                                                                                                                                                     |  |                |             |   |                  |   |            
|Total deposits                                                                                                                                       |  |                | 477,125,000 |   |                  |   | 474,463,744
|                                                                                                                                                     |  |               
|Accrued interest payable                                                                                                                             |  |                | 613,414     |   |                  |   | 620,590    
|Federal Home Loan Bank advances                                                                                                                      |  |                | 45,856,054  |   |                  |   | 46,118,566 
|Deferred compensation payable                                                                                                                        |  |                | 2,241,040   |   |                  |   | 2,157,041  
|Other liabilities                                                                                                                                    |  |                | 2,320,833   |   |                  |   | 2,221,390  
|                                                                                                                                                     |  |                |             |   |                  |   |            
|Total liabilities                                                                                                                                    |  |                | 528,156,341 |   |                  |   | 525,581,331
|Minority interest in consolidated subsidiary                                                                                                         |  |                | 1,471,643   |   |                  |   | 1,466,435  
|                                                                                                                                                     |  |               
|STOCKHOLDERS EQUITY                                                                                                                                 |  |                |             |   |                  |   |            
|Common stock; $.20 par value, 22,500,000 shares authorized, 5,002,778 shares outstanding at March 31, 2005 and 5,000,278 shares at December
31, 2004 |  |                | 1,000,556   |   |                  |   | 1,000,056  
|Additional paid-in capital                                                                                                                           |  |                | 3,295,053   |   |                  |   | 3,150,246  
|Retained earnings                                                                                                                                    |  |                | 56,760,552  |   |                  |   | 55,641,002 
|Accumulated other comprehensive income (loss), net of taxes of ($213,015) in 2005 and $211,084 in 2004                                               |  |                | (367,293    | ) |                  |   | 399,921    
|                                                                                                                                                     |  |                |             |   |                  |   |            
|Total stockholders equity                                                                                                                           |  |                | 60,688,868  |   |                  |   | 60,191,225 
|                                                                                                                                                     |  |                |             |   |                  |   |            
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                           |  | $              | 590,316,852 |   |                  | $ | 587,238,991
|                                                                                                                                                     |  |                |             |   |                  |   |            



See notes to consolidated financial
statements.



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##### Table of Contents

CITIZENS HOLDING COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)



|                                                    |  |                                      |           |      |   |          
|--------------------------------------------------- |  | ------------------------------------ | --------- | ---- | - | ---------
|                                                    |  | For the three months ended March 31,
|                                                    |  | 2005                                 |           | 2004
|INTEREST INCOME                                     |  |                                      |           |      |   |          
|Loan income, including fees                         |  | $                                    | 6,422,351 |      | $ | 5,896,870
|Investment securities                               |  |                                      | 1,556,203 |      |   | 1,313,575
|Other interest                                      |  |                                      | 37,383    |      |   | 10,554   
|                                                    |  |                                      |           |      |   |          
|Total interest income                               |  |                                      | 8,015,937 |      |   | 7,220,999
|                                                    |  |                                     
|INTEREST EXPENSE                                    |  |                                      |           |      |   |          
|Deposits                                            |  |                                      | 1,610,007 |      |   | 1,387,801
|Other borrowed funds                                |  |                                      | 488,011   |      |   | 436,549  
|                                                    |  |                                      |           |      |   |          
|Total interest expense                              |  |                                      | 2,098,018 |      |   | 1,824,350
|                                                    |  |                                      |           |      |   |          
|NET INTEREST INCOME                                 |  |                                      | 5,917,919 |      |   | 5,396,649
|PROVISION FOR LOAN LOSSES                           |  |                                      | 162,994   |      |   | 450,000  
|                                                    |  |                                      |           |      |   |          
|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES |  |                                      | 5,754,925 |      |   | 4,946,649
|OTHER INCOME                                        |  |                                      |           |      |   |          
|Service charges on deposit accounts                 |  |                                      | 746,519   |      |   | 798,570  
|Other service charges and fees                      |  |                                      | 157,883   |      |   | 176,552  
|Other income                                        |  |                                      | 417,074   |      |   | 298,233  
|                                                    |  |                                      |           |      |   |          
|Total other income                                  |  |                                      | 1,321,476 |      |   | 1,273,355
|                                                    |  |                                     
|OTHER EXPENSES                                      |  |                                      |           |      |   |          
|Salaries and employee benefits                      |  |                                      | 2,421,503 |      |   | 2,101,606
|Occupancy expense                                   |  |                                      | 720,014   |      |   | 703,093  
|Other operating expense                             |  |                                      | 1,367,282 |      |   | 1,129,857
|Earnings applicable to minority interest            |  |                                      | 47,891    |      |   | 42,495   
|                                                    |  |                                      |           |      |   |          
|Total other expenses                                |  |                                      | 4,556,690 |      |   | 3,977,051
|                                                    |  |                                      |           |      |   |          
|INCOME BEFORE PROVISION FOR INCOME TAXES            |  |                                      | 2,519,711 |      |   | 2,242,953
|                                                    |  |                                     
|PROVISION FOR INCOME TAXES                          |  |                                      | 599,957   |      |   | 569,913  
|                                                    |  |                                      |           |      |   |          
|NET INCOME                                          |  | $                                    | 1,919,754 |      | $ | 1,673,040
|                                                    |  |                                      |           |      |   |          
|NET INCOME PER SHARE                                |  |                                      |           |      |   |          
|                                                    |  |                                      |           |      |   |          
|-Basic                                              |  | $                                    | 0.38      |      | $ | 0.34     
|                                                    |  |                                      |           |      |   |          
|-Diluted                                            |  | $                                    | 0.38      |      | $ | 0.33     
|                                                    |  |                                      |           |      |   |          
|DIVIDENDS PAID PER SHARE                            |  | $                                    | 0.16      |      | $ | 0.15     
|                                                    |  |                                      |           |      |   |          



See notes to consolidated financial
statements.



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CITIZENS HOLDING COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)



|                                                                      |  |                                      |           |   |      |   |          
|--------------------------------------------------------------------- |  | ------------------------------------ | --------- | - | ---- | - | ---------
|                                                                      |  | For the three months ended March 31,
|                                                                      |  | 2005                                 |           |   | 2004
|Net income                                                            |  | $                                    | 1,919,754 |   |      | $ | 1,673,040
|Other comprehensive income (loss), net of tax                         |  |                                      |           |   |      |   |          
|Unrealized holding gains (losses)                                     |  |                                      | (767,214  | ) |      |   | 457,669  
|Reclassification adjustment for (gains) losses included in net income |  |                                      | 0         |   |      |   | 0        
|                                                                      |  |                                      |           |   |      |   |          
|Total other comprehensive income (loss)                               |  |                                      | (767,214  | ) |      |   | 457,669  
|                                                                      |  |                                      |           |   |      |   |          
|Comprehensive income                                                  |  | $                                    | 1,152,540 |   |      | $ | 2,130,709
|                                                                      |  |                                      |           |   |      |   |          



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CITIZENS HOLDING COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                  |  |                                      |             |   |      |   |             |  
|----------------------------------------------------------------- |  | ------------------------------------ | ----------- | - | ---- | - | ----------- | -
|                                                                  |  | For the three months ended March 31, |            
|                                                                  |  | 2005                                 |             |   | 2004 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                              |  |                                      |             |   |      |   |             |  
|                                                                  |  |                                     
|Net Cash Provided by Operating Activities                         |  | $                                    | 2,698,420   |   |      | $ | 2,631,652   |  
|                                                                  |  |                                     
|CASH FLOWS FROM INVESTING ACTIVITIES                              |  |                                      |             |   |      |   |             |  
|Proceeds from maturities of securities available for sale         |  |                                      | 9,577,916   |   |      |   | 7,143,501   |  
|Purchases of investment securities available for sale             |  |                                      | (10,583,011 | ) |      |   | (1,668,375  | )
|Purchases of bank premises and equipment                          |  |                                      | (83,974     | ) |      |   | (108,317    | )
|(Increase) decrease in interest bearing deposits with other banks |  |                                      | 434,324     |   |      |   | (683,558    | )
|Net increase in federal funds sold                                |  |                                      | (2,100,000  | ) |      |   | (12,700,000 | )
|Net (increase) decrease in loans                                  |  |                                      | 1,602,357   |   |      |   | (1,827,829  | )
|                                                                  |  |                                      |             |   |      |   |             |  
|Net Cash Used by Investing Activities                             |  |                                      | (1,152,388  | ) |      |   | (9,844,578  | )
|                                                                  |  |                                     
|CASH FLOWS FROM FINANCING ACTIVITIES                              |  |                                      |             |   |      |   |             |  
|Net increase in deposits                                          |  |                                      | 2,661,255   |   |      |   | 22,659,770  |  
|Proceeds from exercising stock options                            |  |                                      | 39,100      |   |      |   |            |  
|Decrease in FHLB advances                                         |  |                                      | (262,512    | ) |      |   | (9,333,864  | )
|Decrease in federal funds purchased                               |  |                                      |            |   |      |   | (1,500,000  | )
|Payment of dividends                                              |  |                                      | (800,204    | ) |      |   | (748,174    | )
|                                                                  |  |                                      |             |   |      |   |             |  
|Net Cash Provided by Financing Activities                         |  |                                      | 1,637,639   |   |      |   | 11,077,732  |  
|                                                                  |  |                                      |             |   |      |   |             |  
|Net Increase in Cash and Due from Banks                           |  |                                      | 3,183,671   |   |      |   | 3,864,806   |  
|                                                                  |  |                                     
|Cash and Due From Banks, beginning of year                        |  |                                      | 16,837,433  |   |      |   | 15,101,810  |  
|                                                                  |  |                                      |             |   |      |   |             |  
|Cash and Due from Banks, end of period                            |  | $                                    | 20,021,104  |   |      | $ | 18,966,616  |  
|                                                                  |  |                                      |             |   |      |   |             |  



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CITIZENS HOLDING COMPANY AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



As of and for the three months ended March 31, 2005



|1. | These interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. 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 March 31, 2005 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 97.56% 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 included in the Corporations Annual
Report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 16, 2005.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|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 March 31, 2005, the Corporation had entered into commitments with certain customers that had an unused balance of $18,410,477 compared to $19,832,752 unused at December 31, 2004. There were $1,229,496 of
letters of credit outstanding at March 31, 2005 and $4,250,996 at December 31, 2004. The fair value of such contracts are not considered material because letters of credit and loan commitments often are not used in their entirety, if at all, before
they expire, the balances of such letters and commitments should not be used to project actual future liquidity requirements. However, the Corporation does incorporate expectations about the level of draws under the credit-related commitments into
its asset and liability management program.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|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
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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outstanding during each period plus the dilutive effect of outstanding granted options using the treasury stock method. Earnings per share were computed as
follows:



|                                            |  |               |           |               |   |          
|------------------------------------------- |  | ------------- | --------- | ------------- | - | ---------
|                                            |  | March 31,2005 |           | March 31,2004
|Basic weighted average shares outstanding   |  |               | 5,000,550 |               |   | 4,985,077
|Dilutive effect of granted options          |  |               | 54,759    |               |   | 131,429  
|                                            |  |               |           |               |   |          
|Diluted weighted average shares outstanding |  |               | 5,055,309 |               |   | 5,116,506
|                                            |  |              
|Net income                                  |  | $             | 1,919,754 |               | $ | 1,673,040
|Net income per share-basic                  |  | $             | 0.38      |               | $ | 0.34     
|Net income per share-diluted                |  | $             | 0.38      |               | $ | 0.33     



|5. | The Corporation is a party to lawsuits and other claims that arise in the ordinary course of business, all of which are being vigorously contested. In the regular course of
business, Management evaluates estimated losses or costs related to litigation, and 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. | At March 31, 2005, 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 have an exercise price equal to the market value of the underlying common stock on the date of the grant. The fair value
of each option granted is estimated on the date of the grant using the Black-Sholes option-pricing model. The following table illustrates the effect on net income and earnings per share if the Corporation had applied the fair value recognition
provisions of Statement of Financial Accounting Standards (SFAS) No. 123 , Accounting for Stock-Based Compensation, for the three months ended March 31, 2005 and 2004.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                                                                                                      |  |                                      |           |      |   |          
|------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------ | --------- | ---- | - | ---------
|                                                                                                                                      |  | For the Three Months Ended March 31,
|                                                                                                                                      |  | 2005                                 |           | 2004
|Net income, as reported                                                                                                               |  | $                                    | 1,919,754 |      | $ | 1,673,040
|Deduct: Stock based employee compensation expense determined under fair value based method for all awards, net of related tax
effects |  |                                      | 44,167    |      |   | 105,108  
|                                                                                                                                      |  |                                      |           |      |   |          
|Pro forma net income                                                                                                                  |  | $                                    | 1,875,587 |      | $ | 1,567,932
|                                                                                                                                      |  |                                      |           |      |   |          
|Basic earnings per share:                                                                                                             |  |                                      |           |      |   |          
|As reported                                                                                                                           |  | $                                    | 0.38      |      | $ | 0.34     
|Pro forma                                                                                                                             |  |                                      | 0.38      |      |   | 0.31     
|                                                                                                                                      |  |                                     
|Diluted earnings per share:                                                                                                           |  |                                      |           |      |   |          
|As reported                                                                                                                           |  | $                                    | 0.38      |      | $ | 0.33     
|Pro forma                                                                                                                             |  |                                      | 0.37      |      |   | 0.31     



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##### Table of Contents

CITIZENS HOLDING COMPANY AND SUBSIDIARY

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS



Managements discussion and analysis is written to provide greater insight into the results of operations and the financial condition of Citizens Holding Company and
its 97.56% 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 is the ratio of net deposits and short-term liabilities divided by net cash, short-term investments and marketable assets. Liquidity of the Corporation at March 31, 2005 was 58.16%, at
December 31, 2004 was 61.44% and at March 31, 2004 was 62.43%. 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 investment portfolio or sells
federal funds. It is managements policy to maintain an adequate portion of its portfolio of assets and liabilities on a short-term basis to insure rate flexibility and to meet loan funding and liquidity needs. The Corporation has secured and
unsecured federal funds lines with correspondent banks in the amount of $35,000,000. In addition, the Corporation has the ability to draw on its line of credit with the Federal Home Loan Bank in excess of $181,545,405 at March 31, 2005. At March 31,
2005, the Corporation had unused and available $35,000,000 of its federal funds line of credit and $135,689,351 of its line of credit with the Federal Home Loan Bank.



CAPITAL RESOURCES



The Corporations equity capital was $60,688,868 at March 31, 2005, as compared to $60,191,225 at December 31, 2004. The main source of capital for the Corporation
has been the retention of net income.



In 2004 certain employees and directors
exercised stock options for 20,650 shares, and in the first quarter of 2005 an officer and a director exercised options for an aggregate of 2,500 shares of stock. These option exercises brought the number of shares outstanding to 5,002,778 at March
31, 2005. Cash dividends in the amount of $800,204, or $0.16 per share, have been paid in 2005 as of the end of the first quarter.



Quantitative measures established by federal regulations 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



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##### Table of Contents

assets, and of Tier 1 capital to average assets. Management believes that as of March 31, 2005, 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      |  |       | Amount |  | Ratio |           
|As of March 31, 2005                    |  |        |            |       |                               |   |        |                                                                 |            |  |       |        |  |       |            |  |        |  
|Total Capital(to Risk-Weighted Assets)  |  | $      | 61,495,328 |       | 15.61                         | % |        | $                                                               | 31,522,677 |  | >8.00 | %      |  | $     | 39,403,347 |  | >10.00 | %
|Tier 1 Capital(to Risk-Weighted Assets) |  |        | 56,723,186 |       | 14.40                         | % |        |                                                                 | 15,761,339 |  | >4.00 | %      |  |       | 23,642,008 |  | >6.00  | %
|Tier 1 Capital( to Average Assets)      |  |        | 56,723,186 |       | 9.83                          | % |        |                                                                 | 23,074,191 |  | >4.00 | %      |  |       | 28,842,738 |  | >5.00  | %



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 March 31,
|                                |  | 2005                                 |           | 2004
|Interest Income, including fees |  | $                                    | 8,015,937 |      | $ | 7,220,999
|Interest Expense                |  |                                      | 2,098,018 |      |   | 1,824,350
|                                |  |                                      |           |      |   |          
|Net Interest Income             |  |                                      | 5,917,919 |      |   | 5,396,649
|Provision for Loan Losses       |  |                                      | 162,994   |      |   | 450,000  
|                                |  |                                     
|Net Interest Income after       |  |                                      |           |      |   |          
|Provision for Loan Losses       |  |                                      | 5,754,925 |      |   | 4,946,649
|Other Income                    |  |                                      | 1,321,476 |      |   | 1,273,355
|Other Expense                   |  |                                      | 4,556,690 |      |   | 3,977,051
|                                |  |                                      |           |      |   |          
|Income before Provision For     |  |                                      |           |      |   |          
|Income Taxes                    |  |                                      | 2,519,711 |      |   | 2,242,953
|Provision for Income Taxes      |  |                                      | 599,957   |      |   | 569,913  
|                                |  |                                      |           |      |   |          
|Net Income                      |  | $                                    | 1,919,754 |      | $ | 1,673,040
|                                |  |                                      |           |      |   |          
|Net Income Per share - Basic    |  | $                                    | 0.38      |      | $ | 0.34     
|                                |  |                                      |           |      |   |          
|Net Income Per Share - Diluted  |  | $                                    | 0.38      |      | $ | 0.33     
|                                |  |                                      |           |      |   |          



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##### Table of Contents

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



Annualized return on average equity (ROE) was 12.58% for the three months ended March 31,
2005, and 11.52% for the three months ended March 31, 2004.



The book value per
share increased to $12.13 at March 31, 2005 compared to $12.04 at December 31, 2004 and $11.62 at March 31, 2004. These increases are due to earnings exceeding dividends paid during these periods. Average assets for the three months ended March 31,
2005, were $582,574,518 compared to $565,891,711 for the year ended December 31, 2004 and $555,340,180 at March 31, 2004. Average equity increased to $61,058,131 for the three months ended March 31, 2005, from $58,749,994 for the year ended December
31, 2004 and $58,086,579 at March 31, 2004.



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 4.80% for the three months
ended March 31, 2005 compared to an annualized net interest margin of 4.53% for the three months ended March 31, 2004. The increase in net interest margin is the result of continuing loan demand and the continued decline in rates paid on deposits.
Earning assets averaged $519,849,105 for the three months ended March 31, 2005. This represented an increase of $21,897,859, or 4.4%, over average earning assets of $497,951,246 for the three months ended March 31, 2004. The increase in earning
assets is the result of the normal growth pattern of the Corporation and not due to any special investments or acquisitions.



Net interest income was $5,917,919 for the three-month period in 2005, an increase of $521,270 over the same period in 2004. In the first quarter of 2005, the yields on
earnings assets rose faster than the rates paid on deposits, resulting in this increase in net interest income.



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##### Table of Contents

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



|                  |  |                 |             |   |      |   |             |  
|----------------- |  | --------------- | ----------- | - | ---- | - | ----------- | -
|                  |  | As of March 31, |            
|                  |  | 2005            |             |   | 2004 |  
|Interest and Fees |  | $               | 6,422,351   |   |      | $ | 5,896,870   |  
|Average Loans     |  |                 | 363,059,884 |   |      |   | 358,005,422 |  
|Annualized Yield  |  |                 | 7.08        | % |      |   | 6.59        | %



The increase in interest rates in the
three-month period ended March 31, 2005 reflects the increase in all loan interest 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.



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. Management of the Corporation determines the amount of the allowance. 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.



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##### Table of Contents

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



|                                                   |  |                             |             |   |                              |   |             |                             |  |   |                              |   |  |       |   
|-------------------------------------------------- |  | --------------------------- | ----------- | - | ---------------------------- | - | ----------- | --------------------------- |  | - | ---------------------------- | - |  | ----- | --
|                                                   |  | Quarter EndedMarch 31, 2005 |             |   | Year to DateDecember 31,2004 |   |             | Amount ofIncrease(Decrease) |  |   | Percent ofIncrease(Decrease) |  
|BALANCES:                                          |  |                             |             |   |                              |   |             |                             |  |   |                              |   |  |       |   
|Gross Loans                                        |  | $                           | 369,291,275 |   |                              | $ | 359,080,337 |                             |  | $ | 10,210,938                   |   |  | 2.84  | % 
|Allowance for Loan Losses                          |  |                             | 4,772,142   |   |                              |   | 4,720,875   |                             |  |   | 51,267                       |   |  | 1.09  | % 
|Nonaccrual Loans                                   |  |                             | 3,143,173   |   |                              |   | 3,146,041   |                             |  |   | (2,868                       | ) |  | (0.09 | )%
|Ratios:                                            |  |                             |             |   |                              |   |             |                             |  |   |                              |   |  |       |   
|Allowance for loan losses to gross loans           |  |                             | 1.29        | % |                              |   | 1.31        | %                           |  |   |                              |   |  |       |   
|Net loans charged off to allowance for loan losses |  |                             | 3.42        | % |                              |   | 31.20       | %                           |  |   |                              |   |  |       |   



The provision for loan losses for the
three months ended March 31, 2005 was $162,994, a decrease of $287,006, or 63.8%, over the $450,000 for the same period in 2004. The decrease in the provision was the result of managements analysis of the current allowance requirement using
the Corporations internal loan grading system and historical loan charge-offs.



For the three months ended March 31, 2005, net loan losses charged to allowance for loan losses totaled $111,880, a decrease of $47,067 over the $158,947 charged off in the same period in 2004.



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 March 31, 2005 increased $48,121, or 3.8%, over the same period in 2004. The increase was the result of increased overdraft, returned check income and other service charges and an increase in income received from bank owned life
insurance that is used to fund employee benefits.



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##### Table of Contents

OTHER EXPENSE



Other expenses include salaries and employee benefits, occupancy and equipment, and other operating expenses. Other expenses for the three months ended March 31, 2005
were $4,556,690 compared to the $3,977,051 for the three months ended March 31, 2004, an increase of $579,639, or 14.6%. Salaries and benefits increased to $2,421,503 for the first three months of 2005 from $2,101,606 for the same period in 2004, an
increase of $319,897 or 15.2%. Normal growth in the Corporation along with annual increases in salaries and increased cost of employee benefits were the main reasons for the increase in salaries and benefits. These increases, along with larger than
normal increases in legal and accounting fees and office supplies, account for the increase in other expenses. The Corporations efficiency ratio for the period ended March 31, 2005 was 60.65%, compared to 57.71% for the same period in 2004.



BALANCE SHEET ANALYSIS



|                           |  |                |             |                  |   |                             |  |   |                              |   |  |       |   
|-------------------------- |  | -------------- | ----------- | ---------------- | - | --------------------------- |  | - | ---------------------------- | - |  | ----- | --
|                           |  | March 31, 2005 |             | December 31,2004 |   | Amount ofIncrease(Decrease) |  |   | Percent ofIncrease(Decrease) |  
|Cash and Cash Equivalents  |  | $              | 20,405,496  |                  | $ | 16,837,433                  |  | $ | 3,568,063                    |   |  | 21.19 | % 
|Investment Securities      |  |                | 148,038,963 |                  |   | 151,716,083                 |  |   | (3,677,120                   | ) |  | (2.42 | )%
|Loans, net                 |  |                | 362,921,611 |                  |   | 364,868,117                 |  |   | (1,946,506                   | ) |  | (0.53 | )%
|Total Assets               |  |                | 590,316,852 |                  |   | 587,238,991                 |  |   | 3,077,861                    |   |  | 0.52  | % 
|                           |  |                |             |                 
|Total Deposits             |  |                | 477,125,000 |                  |   | 474,463,744                 |  |   | 2,661,256                    |   |  | 0.56  | % 
|                           |  |                |             |                 
|Total Stockholders Equity |  |                | 60,688,868  |                  |   | 60,191,225                  |  |   | 497,643                      |   |  | 0.83  | % 



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 for the first quarter of 2005 increased $3,568,063 over $16,837,433 as of December 31, 2004 due to large cash letters on the last day of the first quarter that had not been fully collected.



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 $3,677,120, or 2.4%, from the balance at December 31, 2004. Of this decline, $2,490,586 was due to matured securities that were not re-invested and $1,186,534
was due to a decrease in the market value of the investment portfolio caused by the increases in short and medium term interest rates.



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##### Table of Contents

LOANS



Loan demand in the Corporations service area began to soften as net loans decreased by $1,946,506, or .5%, during the three month period ended March 31, 2005 as
compared to $364,868,117 at December 31, 2004. Residential housing loans continue to be in demand along with commercial and industrial loans. No material changes were made to the loan products offered by the Corporation during this period.



DEPOSITS



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



|                              |  |                             |             |                              |   |                             |  |   |                              |   |  |       |   
|----------------------------- |  | --------------------------- | ----------- | ---------------------------- | - | --------------------------- |  | - | ---------------------------- | - |  | ----- | --
|                              |  | Quarter EndedMarch 31, 2005 |             | Year to DateDecember 31,2004 |   | Amount ofIncrease(Decrease) |  |   | Percent ofIncrease(Decrease) |  
|Non-interest bearing Deposits |  | $                           | 92,009,680  |                              | $ | 78,070,820                  |  | $ | 13,938,860                   |   |  | 17.85 | % 
|Interest-bearing Deposits     |  |                             | 142,495,229 |                              |   | 148,617,480                 |  |   | (6,122,251                   | ) |  | (4.12 | )%
|Savings                       |  |                             | 36,889,572  |                              |   | 38,151,914                  |  |   | (1,262,342                   | ) |  | (3.31 | )%
|Certificates of Deposit       |  |                             | 205,730,519 |                              |   | 209,623,530                 |  |   | (3,893,011                   | ) |  | (1.86 | )%
|                              |  |                             |             |                              |   |                             |  |   |                              |   |  |       |   
|Total Deposits                |  | $                           | 477,125,000 |                              | $ | 474,463,744                 |  | $ | 2,661,256                    |   |  | 0.56  | % 
|                              |  |                             |             |                              |   |                             |  |   |                              |   |  |       |   



Non-interest bearing deposits
increased substantially during this period while all interest bearing categories decreased. This increase in non-interest bearing deposits has provided the Corporation with adequate sources of funding and has lessened the need to compete in market
for interest bearing accounts. The Corporation does not have any brokered deposits. There were no special deposit programs or incentives in place during this period.



OFF-BALANCE SHEET ARRANGEMENTS



Refer to Note 4 in the notes to the consolidated financial statements included in this report for a discussion of the nature and extent of the Corporations
off-balance sheet arrangements.



FORWARD LOOKING STATEMENTS



In addition to historical information, this report contains statements which constitute
forward-looking statements and information within the meaning of Section 27A of the



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##### Table of Contents

Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, 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

CITIZENS HOLDING COMPANY AND SUBSIDIARY

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. This indicates that the Corporation would benefit somewhat from a decrease in market interest rates. Interest rates rose at a measured pace during the quarter ended March 31, 2005. Certain products that
make up the Corporations interest bearing deposit liabilities have been repriced to reflect the current interest rate environment.



There have been no material change in the Corporations market risk since the end of the last fiscal year end of December 31, 2004.



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##### Table of Contents

CITIZENS HOLDING COMPANY AND SUBSIDIARY

ITEM 4. CONTROLS AND PROCEDURES



The Corporation carried out an evaluation, under the supervision and with the participation
of its 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, as of the end of the period covered by this report, our disclosure controls and procedures are effective in timely alerting them to
material information required to be included in our periodic SEC reports. There have been no significant changes in the Corporations internal controls or in other factors that could significantly affect internal controls subsequent to the date
the Corporation carried out its evaluation.



There were no changes to the
Corporations internal control over financial reporting that occurred in the first quarter of 2005 that have materially affected, or are reasonably likely to materially affect, the Corporations internal control over financial reporting.



---

##### Table of Contents

PART II. - OTHER INFORMATION



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS



Capital Standards



The Federal Reserve Bank,
Federal Deposit Insurance Corporation and other federal banking agencies have established risk-based capital adequacy guidelines intended to provide a measure of capital adequacy that reflects the degree of risk associated with a banks
operations.



A banking organizations risk-based capital ratios are
obtained by dividing its qualifying capital by its total risk-adjusted assets and off-balance sheet items. Since December 31, 1992, the federal banking agencies have required a minimum ratio of qualifying total capital to risk-adjusted assets and
off-balance sheet items of 8%, and a minimum ratio of Tier 1 capital to risk-adjusted assets and off-balance sheet items of 4%.



In addition to the risk-based guidelines, federal banking regulators require banking organizations to maintain a minimum amount of Tier 1 capital to total assets,
referred to as the leverage ratio. For a banking organization rated in the highest of the five categories used by regulators to rate banking organizations, the minimum leverage ratio of Tier 1 capital to total assets is 3%.



Restrictions on Dividends and Other Distributions



The power of the board of directors of an insured depository institution to declare a cash
dividend or other distribution with respect to capital is subject to statutory and regulatory restrictions which limit the amount available for such distribution depending upon the earnings, financial condition and cash needs of the institution, as
well as general business conditions.



The Corporations ability to pay
dividends depends in large part on the ability of the Bank to pay dividends to the Corporation. The approval of the Mississippi Department of Banking and Consumer Finance is required prior to the Bank paying dividends; dividends are limited to
earned surplus in excess of three times the Banks capital stock.



FRB
regulations limit the amount the Bank may loan to the Corporation unless those loans are collateralized by specific obligations. At March 31, 2005, the maximum amount available for transfer from the Bank to the Corporation in the form of cash
dividends and loans was $114,573,685 (which represents 19% of the Banks consolidated net assets).



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##### Table of Contents

ITEM 6. EXHIBITS



Exhibits



|      |  |                                                                                   
|----- |  | ----------------------------------------------------------------------------------
|3(i)  |  | Amended Articles of Incorporation of the Corporation*                             
|      | 
|3(ii) |  | Amended and Restated Bylaws of the Corporation*                                   
|      | 
|31(a) |  | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).
|      | 
|31(b) |  | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).
|      | 
|32(a) |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. § 1350.        
|      | 
|32(b) |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. § 1350.        

---

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



SIGNATURES



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



CITIZENS HOLDING COMPANY



|                  |  |                                       |  |     |  |                                      
|----------------- |  | ------------------------------------- |  | --- |  | -------------------------------------
|BY:               |  | /s/ Greg L. McKee                     |  | BY: |  | /s/ Robert T. Smith                  
|                  |  | Greg L. McKee                         |  |     |  | Robert T. Smith                      
|                  |  | President and Chief Executive Officer |  |     |  | Treasurer and Chief Financial Officer
|                  | 
|DATE: May 9, 2005 |  | DATE: May 9, 2005