PROXY STATEMENT
                         ANNUAL MEETING OF SHAREHOLDERS
                                 April 29, 1997

              -----------------------------------------------------



Solicitation and Voting of Proxies

         This Proxy Statement and the accompanying  Proxy are being furnished to
shareholders of Citizens Community Bancorp,  Inc. ("Citizens" or the "Company"),
the parent  company  of  Citizens  Community  Bank of  Florida  (the  "Bank") in
connection with the solicitation of proxies by the Board of Directors to be used
at the  Company's  Annual  Meeting of  Shareholders  ("Annual  Meeting")  or any
adjournment  thereof,  which will be held on Tuesday,  April 29,  1997,  at 4:00
p.m.,  Eastern  Time at The Olde  Marco  Inn,  100 Palm  Street,  Marco  Island,
Florida.

         Regardless  of the  number  of  shares of  common  stock  owned,  it is
important that  shareholders  be represented by Proxy or in person at the Annual
Meeting. Shareholders are requested to vote by completing the enclosed Proxy and
returning  it  signed  and  dated  in the  enclosed  postage  prepaid  envelope.
Shareholders  are  urged  to  indicate  the way they  wish to vote in the  space
provided  on the  Proxy.  Proxies  solicited  by the Board of  Directors  of the
Company will be voted in accordance with the directions given therein.  Where no
instructions are indicated,  proxies will be voted "FOR" the management director
nominees set forth below,  and "FOR"  ratification of the appointment of Hacker,
Johnson,  Cohen & Grieb as the  independent  auditors of Citizens for the fiscal
year ending December 31, 1997.

Revocation of Proxy

         A shareholder's  presence at this Annual Meeting will not automatically
revoke  his or her Proxy.  Shareholders  may revoke a Proxy at any time prior to
its  exercise by filing with the  Secretary  of the Company a written  notice of
revocation,  by delivering to the Company a duly executed  Proxy bearing a later
date, or by attending this Annual Meeting and voting in person.

Voting Securities

         The  securities  which may be voted at this Annual  Meeting  consist of
shares of common stock of Citizens  ("Common  Stock") with each share  entitling
its owner to one vote for the election of directors  and any other  matters that
may come before the Annual Meeting. The close of business on March 14, 1997, has
been fixed by the Board of Directors as the record date ("Record  Date") for the
determination  of shareholders  entitled to notice of and to vote at this Annual
Meeting and any adjournment thereof. The total number of shares of the Company's
Common Stock  outstanding on the record date was 772,950 shares,  which are held
by approximately 620 shareholders.

         The  presence,  in person or by Proxy,  of at least a  majority  of the
total number of outstanding  shares of Common Stock is necessary to constitute a


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quorum at the Annual Meeting.  In the event there are not sufficient votes for a
quorum to approve any  Proposal at the time of the Annual  Meeting,  this Annual
Meeting may be adjourned in order to permit further solicitation of proxies.

Certain Shareholders

         As of March 14, 1997, no persons or apparent  groups of persons,  other
than  Officers or Directors of the Company or the Bank,  are known by management
to own beneficially five percent or more of the outstanding  shares of Citizens'
Common Stock.


                       PROPOSAL I -- ELECTION OF DIRECTORS

         The Board of Directors of Citizens is composed of ten members,  divided
into three classes.  The terms of each class are staggered so that approximately
one-third  of the  directors  are  elected  each year.  There are three Class II
Directors and three Class III Directors  who, by virtue of their class,  are not
required to be elected this year. The Board has nominated four Class I Directors
who will be elected to a  three-year  term to stand for  election at this Annual
Meeting.

         Management's  nominees  to fill the terms are Diane M.  Beyer,  Joel M.
Cox, Sr.,  James S. Hagedorn,  and W. Terrell Upson,  each of whom are presently
directors of Citizens.

         It is intended  that the proxies  solicited  by the Board of  Directors
will be voted "FOR" the election of said  nominees.  If any nominee is unable to
serve,  the  shares  represented  by all  valid  proxies  will be voted  for the
election of such  substitute as the Board may recommend.  At this time the Board
of Directors knows of no reason why any nominee might not be able to serve.

         The Board of Directors recommends that shareholders vote "FOR" election
         of the nominees.

         The  following  table  describes  the period that each board member and
each nominee has served as a director of Citizens, his position and offices held
with the Company, his principal  occupation or employment,  and further contains
information as of March 14, 1997,  with respect to the beneficial  ownership (as
such term is defined under the Rules and Regulations of the Securities  Exchange
Commission) of the Company's  Common Stock held by each nominee,  each director,
and all directors as a group.

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<PAGE>
<TABLE>
<CAPTION>



                                                                           Amount and nature           Percent
Name, age, principal                                     Current             of Beneficial            of Class
occupation, directorships,              Director          Term               Ownership of             Including
and business experience                   since          Expires             Common Stock            Warrants(1)
----------------------------------------------------------------------------------------------------------------
<S>                                         <C>           <C>                 <C>                       <C>

Management's Nominees for Three-Year Term:

Class I Directors

Diane M. Beyer, Age 57                      1995          1997                 5,800(2)                  .75%
Director, Citizens Community Bank
of Florida since 1995.  Human
Resources Consultant since 1993.

Joel M. Cox, Sr., Age 52                    1995          1997                28,500(3)                 3.64%
Chairman and Director, Citizens
Community Bank of Florida since 1995.
Acting CEO Citizens Community
Bank of Florida May 1996 through
March 1997.  Vice President and
Director of Cox's Insurance Agency
since 1985.

James S. Hagedorn, Age 54                   1996          1997                10,000(4)                 1.29%
Director, Citizens Community Bank
of Florida since 1996.  CEO of
Citizens Community Bank of Florida
since March 1997.  President and
Director of Waterside Development
Corp. 1995-Present.  Chairman, President,
and CEO The Merchant Bank of Florida,
Brandon, Florida 1986-1994.  President
the Merchant Bancorporation of Florida
1986-1994.

W. Terrell Upson, Age 58                    1995          1997                 3,300(5)                 0.42%
Director, Citizens Community Bank
of Florida since 1995.  President,
Citizens Community Bank of Florida
since May 1996.  Managing Director of
the Summerlin Group, Inc. of Ft.
Myers 1995-96.  Senior Vice
President of Corporate Banking for
BancFlorida from 1992 to 1995.


                                     Page 3

<PAGE>


                                                                           Amount and nature
Name, age, principal                                     Current             of Beneficial
occupation, directorships,              Director          Term               Ownership of              Percent
and business experience                   since          Expires             Common Stock            of Class(1)
----------------------------------------------------------------------------------------------------------------


Board Members Not Standing for Election

Class II Directors

Thomas B. Garrison, Age 50                  1995          1998                11,750(6)                 1.50%
Director, Citizens Community Bank
of Florida since 1995.  Network
Technology Manager for Barron-Collier
Companies since 1988.

Paul F. Janssens-Lens, Age 41               1995          1998                74,795(7)                 9.39%
Director, Citizens Community Bank
of Florida since 1995.  Co-Founder and
President of Soft-Art, Inc. since 1983.
President and Owner of Appletree
Management Corporation since 1994.

Dennis Lynch, Age 54                        1995          1998                29,250(8)                 3.74%
Director,  Citizens Community Bank of
Florida since 1995. Owner and President
of Dennis J. Lynch and  Associates,  a
commercial  real estate  sales agency
since 1979.

Class III Directors

Heidi J. Mayerhofer, Age 33                 1995          1999                 5,285(9)                 0.68%
Director, Citizens Community Bank
of Florida since 1995.  Co-owner and
Manager of Konrads Seafood and Grille
Room since 1992.  Co-owner and
Manager of the Bavarian Inn Restaurant
since 1986.


                                     Page 4
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                                           Amount and nature
Name, age, principal                                     Current             of Beneficial
occupation, directorships,              Director          Term               Ownership of              Percent
and business experience                   since          Expires             Common Stock            of Class(1)
----------------------------------------------------------------------------------------------------------------
<S>                                         <C>           <C>               <C>                        <C>


Stephen A. McLaughlin, Age 50               1995          1999               30,000(10)                 3.83%
Director, Citizens Community Bank of
Florida since 1995.  Vice President-
Administration, Citizens Community Bank
of Florida since October 1996.  Secretary/
Treasurer of Citizens Community Bancorp,
Inc. since April 1996.  Owner and Operator
of Stillwater Land & Lumber Limited,
a Maine based real estate sales and
consulting firm since 1980.

Richard Storm, Jr., Age 55                  1995          1999              210,540(11)                25.13%
Director, Citizens Community Bank
of Florida since 1995.  Owner and
President of Storm & Company, Inc.
since 1990.  Managing General Partner
of Cumberland Associates since 1985.

</TABLE>


(1)   Percentage  computed on 772,950  shares issued and  outstanding  as of the
      record date of March 14, 1997, on an individual basis, plus 332,050 shares
      subject  to  presently  exercisable  stock  purchase  warrants  issued  in
      connection  with the Company's  stock  offering,  for a total of 1,005,000
      beneficial shares.

(2)   Includes  1,600 shares  subject to presently  exercisable  stock  purchase
      warrants  issued in connection  with the Company's  initial stock offering
      and 4,200 shares owned jointly by Mrs. Beyer and her spouse.

(3)   Includes  9,300 shares  subject to presently  exercisable  stock  purchase
      warrants issued in connection  with the Company's  initial stock offering;
      10,000 shares owned by the Joel M. Cox  Revocable  Trust for which Mr. Cox
      is trustee; 5,500 shares held by the Hare & Company as trustee FBO for Mr.
      Cox;  3,100 shares held by Cox's  Insurance of which Mr. Cox is the owner;
      500 shares owned by Mrs. Cox, and 100 shares owned by Mrs. Cox for Mr. and
      Mrs. Greene.

(4)   Includes  9,000 shares owned jointly by Mr.  Hagedorn and his spouse;  500
      shares held by Robert W. Baird & Co. as trustee FBO James S. Hagedorn IRA;
      and 500  shares  held by Robert  W.  Baird & Co.  as  trustee  FBO for Mr.
      Hagedorn's spouse.

(5)   Includes  1,100 shares  subject to presently  exercisable  stock  purchase
      warrants  issued in connection  with the Company's  initial stock offering
      and 2,200 shares owned individually.

(6)   Includes  2,250 shares  subject to presently  exercisable  stock  purchase
      warrants issued in connection  with the Company's  initial stock offering;
      5,800 shares owned individually by Mr. Garrison;  3,200 shares held by his
      individual   retirement  account;  and  500  shares  held  by  his  wife's
      individual retirement account.

                                     Page 5

<PAGE>




(7)   Includes  23,265 shares  subject to presently  exercisable  stock purchase
      warrants issued in connection  with the Company's  initial stock offering;
      and 51,530 shares owned jointly by Mr. Janssens-Lens and his spouse.

(8)   Includes  9,750 shares  subject to presently  exercisable  stock  purchase
      warrants issued in connection  with the Company's  initial stock offering;
      14,500 shares held by his individual  retirement account; and 5,000 shares
      held by his wife's individual retirement account.

(9)   Includes  1,725 shares  subject to presently  exercisable  stock  purchase
      warrants issued in connection  with the Company's  initial stock offering;
      3,450  shares owned  jointly by Mrs.  Mayerhofer  and her spouse;  and 110
      shares held jointly with her children, Andrew and Alexis Mayerhofer.

(10)  Includes  10,000 shares  subject to presently  exercisable  stock purchase
      warrants issued in connection  with the Company's  initial stock offering;
      7,500 shares owned  individually by Mr.  McLaughlin;  4,000 shares held by
      the Stillwater Land & Lumber Limited Pension Plan of which Mr.  McLaughlin
      is the administrator  and sole  beneficiary;  and 8,500 shares held by the
      Stillwater Land & Lumber Limited Profit Sharing Plan of which Mr.
      McLaughlin is the administrator and sole beneficiary.

(11)  Includes  69,365 shares  subject to presently  exercisable  stock purchase
      warrants issued in connection  with the Company's  initial stock offering;
      87,405 shares owned individually by Mr. Storm; 10,000 shares owned jointly
      by Mr. Storm and his spouse; 1,500 shares owned by Storm & Company; 26,500
      shares held by the Richard Storm Profit  Sharing Plan;  5,000 shares owned
      by the Kathleen  Storm Profit  Sharing Plan; 270 shares owned by his wife,
      Kathleen  Storm;  and 15,000 held by US Clearing  FBO Richard  Storm,  Jr.
      profit sharing plan.

Board of Directors Meetings

         During the year ended December 31, 1996, the Board of Directors held 15
meetings.  No  director  of the  Company  attended  fewer  than 75% of the total
meetings of the Board of Directors except for Mr. Janssens-Lens who prior to the
1996 Annual Meeting was still  awaiting final Federal  Reserve Board approval to
serve as a Director. Approval was received in March 1996.

Committees of the Board of Directors

         The Board of Directors  of the Company  conducts  business  through the
following standing Committees: Executive Committee and Audit Committee.

Executive Compensation

         No officer of Citizens or the Bank received cash compensation in excess
of $100,000 for the year ended  December 31, 1996. W. Terrell  Upson,  President
and Director of the Company and President and Chief Lending  Officer of the Bank
receives  a base  salary of $62,500  per year  beginning  January  1,  1997.  In
addition,  Mr.  Upson has  options  to  purchase  15,000  shares at $9 per share
pursuant to the 1996 Incentive Stock Option Plan of Citizens  Community Bancorp,
Inc., none of which are currently exercisable.


                                     Page 6

<PAGE>



Benefits

         Insurance:  Citizens'  full-time  officers and  employees  are provided
hospitalization,   major  medical,  short-  and  long-term  disability,   dental
insurance, and term life insurance under group plans on generally the same basis
to all full-time employees.

         Bonuses:  Neither  the Company  nor the Bank has an  established  bonus
policy for employees.  Based upon Employment Agreements between W. Terrell Upson
with  the  Bank,  the  Board  of  Directors  may  pay any one or more of them an
incentive bonus based upon the attainment of profit and growth goals established
by the Board for the Bank. The payment of any bonus is at the sole discretion of
the Board of Directors.


                  PROPOSAL II -- RATIFICATION OF APPOINTMENT OF
                AUDITORS FOR FISCAL YEAR ENDING DECEMBER 31, 1997

         Citizens'  independent  auditors for the fiscal year ended December 31,
1996, were Hacker,  Johnson, Cohen & Grieb. The Board of Directors has appointed
Hacker,  Johnson,  Cohen & Grieb to be its  independent  auditors for the fiscal
year ending December 31, 1997, subject to shareholder ratification.

       The Board of Directors recommends that shareholders vote "FOR" the
      ratification of the appointment of Hacker, Johnson, Cohen & Grieb as
       independent auditors for the fiscal year ending December 31, 1997.

Solicitation

         The cost of soliciting  proxies on behalf of the Board of Directors for
the Annual  Meeting  will be borne by  Citizens.  Proxies  may be  solicited  by
directors,  officers,  or regular employees of the Company or the Bank in person
or by telephone, telegraph, or mail.

Shareholder Proposals

         In order to be eligible for inclusion in Citizens'  Proxy  material for
next year's Annual Meeting of  Shareholders,  any  shareholder  proposal to take
action at such Annual  Meeting must be received at the  Corporate  Office of the
Company,  650 East  Elkcam  Circle,  Marco  Island,  Florida  34145 on or before
January 26, 1998. Proposals must comply with the provisions of 17 C.F.R. Section
240.14a-8  ("Rule  14a") of the  rules and  regulations  of the  Securities  and
Exchange Commission in order to be included in the Company's Proxy materials.

         New  business  may be  taken up at the  Annual  Meeting,  provided  the
proposal  is stated in writing  and filed with the  Secretary  of the Company at
least five (5) days  before the Annual  Meeting.  Any  shareholder  may make any


                                     Page 7

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other  proposal  at the  Annual  Meeting  and  the  same  may be  discussed  and
considered,  but unless stated in writing and filed with the Company's Secretary
by the above date,  such proposal  shall be laid over for action at an adjourned
Annual Meeting or at a Special Meeting taking place 30 or more days  thereafter.
This provision does not prevent the consideration and approval or disapproval at
the Annual  Meeting  of  reports of  officers,  directors,  and  committees.  In
connection  with such reports,  however,  no new business shall be acted upon at
such Annual Meeting unless stated and filed as provided herein.

Financial Statements

         The Bank's 1996 Annual Report containing  audited financial  statements
for the year ending December 31, 1996, accompany this Proxy Statement.

Other Matters

         The Board of Directors  knows of no other matters to be brought  before
the Annual  Meeting.  If other matters should,  however,  come before the Annual
Meeting,  it is the  intention of the persons  named in the  enclosed  Revocable
Proxy to vote the  Proxy  in  accordance  with  their  judgment  and in the best
interest of the Company.

                                   Citizens Community Bancorp, Inc.





Marco Island, Florida
March 28, 1997

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