SECURITIES AND EXCHANGE COMMISSION

                          Washington, D. C.  20549
______________________________________________________________________________

                               Form 10-QSB


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

      For the quarterly period ended December 31, 2002

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
      THE EXCHANGE ACT

For the transition period from ____________ to ___________________.


Commission File Number: 0-24625


                            CFS Bancshares, Inc.
             __________________________________________________
             (Exact name of registrant as specified in charter)


        Delaware                                          63-1207881
_______________________________                      ____________________
(State or other jurisdiction of                          IRS Employer
incorporation  or organization)                      Identification Number


  1700 3rd Avenue North
  Birmingham, Alabama                                         35203
________________________                                     ________
(Address of principal                                        Zip Code
  executive office)

    Registrant's telephone number, including area code: (205) 328 - 2041


Indicate by check mark whether the registrant (1) has filed all the reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or 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.

                             Yes  [X]  No  [ ]


                  Number of shares outstanding of common stock
                           as of December 31, 2002

$0.01 par value common stock                               139,220 shares
----------------------------                               --------------
          Class                                              Outstanding


Transitional Small Business Disclosure Format (check one):  Yes [ ]  No [X]




                   CFS BANCSHARES, INC. AND SUBSIDIARY



                            TABLE OF CONTENTS



PART  I - FINANCIAL INFORMATION:                                    PAGE NO.

Item 1 - Financial Statements
Consolidated Balance Sheets at December 31, 2002
and September 30, 2002 (unaudited)                                     -3-

Consolidated Statements of Operations for the Three Months
Ended December 31, 2002 and 2001 (unaudited)                           -4-

Consolidated Statements of Cash Flows for the Three Months
Ended December 31, 2002 and 2001 (unaudited)                           -6-

Consolidated Statements of Comprehensive Income for the
Three Months Ended December 31, 2002 and 2001 (unaudited)              -8-

Notes to Consolidated Financial Statements                             -9-

Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations                                   -10-

Item 3 - Controls and Procedures                                      -13-

PART II - OTHER INFORMATION                                           -14-

SIGNATURES  AND CERTIFICATIONS                                        -15-

                    CFS Bancshares, Inc. and Subsidiary
                         Consolidated Balance Sheets
                                 (Unaudited)
<TABLE>
                                                                  December 31,    September 30,
                                                                      2002             2002
                   Assets                                             ----             ----

                                                                 <c>              <c>
Cash and amounts due from depository institutions                $  4,107,161        3,388,410
Federal funds sold and overnight deposits                           2,095,793        3,812,060
                                                                    ---------        ---------
   Total cash and cash equivalents                                  6,202,954        7,200,470

Interest bearing deposits                                             149,353          149,353
Investment securities held to maturity (fair value of
  $687,438 and $727,656 respectively)                                 646,223          687,377
Investment securities available for sale, at fair value (cost of
  $60,750,141 and $55,547,713, respectively)                       61,939,747       56,598,140
Federal Home Loan Bank stock                                          947,500          947,500
Loans receivable, net of allowance                                 33,858,161       36,549,291
Premises and equipment, net                                         3,304,993        3,353,478
Real estate acquired by foreclosure                                   524,586          562,344
Accrued interest receivable on investment securities                  279,837          262,718
Accrued interest receivable on loans                                  247,415          278,261
Other assets                                                          469,007          310,480
                                                                  -----------      -----------
          Total assets                                           $108,569,776      106,899,412
                                                                  ===========      ===========
Liabilities and Stockholders' Equity
Interest-bearing deposits                                        $ 77,556,785       76,037,079
Advance payments by borrowers for taxes and insurance                  71,904          243,591
Other liabilities                                                   1,317,413        1,155,340
Employee stock ownership plan debt                                     48,000           48,000
FHLB advances                                                      18,950,000       18,950,000
                                                                   ----------       ----------
   Total liabilities                                               97,944,102       96,434,010

Common stock subject to put option (27,986 shares)                  1,287,356        1,287,356

Stockholders' equity:
Common stock                                                            1,392            1,392
Additional paid-in-capital                                          1,451,545        1,451,545
Retained earnings                                                   7,143,341        7,079,010
Accumulated other comprehensive income                                769,976          674,035
Unearned common stock held by ESOP                                    (27,936)         (27,936)
                                                                  -----------      -----------
   Total stockholders' equity                                       9,338,318        9,178,046
                                                                  -----------      -----------
          Total liabilities and stockholders' equity             $108,569,776      106,899,412
                                                                  ===========      ===========
</TABLE>

See accompanying notes to consolidated financial statements.

                                     3


                 CFS Bancshares, Inc. and Subsidiary
                Consolidated Statements of Operations
                             (Unaudited)
<TABLE>
                                                                 Three Months Ended
                                                                    December 31,
                                                                 2002           2001
Interest Income:                                                -------        -------

                                                             <c>            <c>
Interest and fees on loans                                    $ 778,387        899,337
Interest and dividend income on investment securities            62,008        119,968
Interest income on mortgage-backed securities                   537,879        495,286
Other interest income                                            13,231         19,199
                                                              ---------      ---------
Total interest income                                         1,391,505      1,533,790

Interest on deposits                                            373,027        541,472
Interest on Federal Home Loan Bank advances                     233,587        208,804
                                                                -------        -------
Total interest expense                                          606,614        750,276

         Net interest income                                    784,891        783,514
Provision for loan losses                                             -            -
                                                                -------        -------
         Net interest income after provision for loan losses    784,891        783,514
                                                                -------        -------
Other Income:
Service charges on deposits                                     110,992         92,999
Gain on sale of assets                                            8,021              -
Gain on sale or call of securities available for sale             5,487        128,667
Other                                                             9,460          5,112
                                                                -------        -------
  Total other income                                            133,960        226,779

Other Expenses:
Salaries and employee benefits                                  364,005        359,257
Net occupancy expense                                            33,422         37,110
Federal insurance premium                                        11,996          7,960
Data processing expenses                                         55,276         54,124
Professional services                                           137,443         97,228
Depreciation and amortization                                    44,739         41,306
Advertising expense                                              26,615         13,836
Office supplies                                                  16,400         10,404
Insurance expense                                                14,056         18,399
Other                                                           118,624        108,768
                                                                -------        -------
 Total other expenses                                           822,576        748,393
                                                                -------        -------
Income before income taxes                                       96,275        261,900
Income tax expense                                               31,944         89,346
                                                                -------        -------
Net income                                                       64,331        172,554
                                                                =======        =======
Basic earnings per common share                                    0.47           1.27
                                                                =======        =======
</TABLE>
See accompanying notes to consolidated financial statements.


                                     4

                 CFS Bancshares, Inc. and Subsidiary
                Consolidated Statements of Operations
                             (Unaudited)
<TABLE>
                                                                 Three Months Ended
                                                                    December 31,
                                                                 2002           2001
                                                                -------        -------

                                                             <c>            <c>
Basic average shares outstanding                                136,616        136,241
                                                                =======        =======
Diluted earnings per common share                                  0.45           1.27
                                                                =======        =======
Diluted average shares outstanding                              144,094        136,241
                                                                =======        =======
Dividends declared and paid
 per common share                                             $     -             0.85
                                                                =======        =======
</TABLE>





See accompanying notes to consolidated financial statements.

















                                     5

                     CFS Bancshares, Inc. and Subsidiary
                    Consolidated Statements of Cash Flows
                                (Unaudited)
<TABLE>
                                                               Three Months Ended
                                                                   December 31,
                                                               2002           2001
Cash flows from operating activities:                          ----           ----

                                                             <c>          <c>
Net income                                                 $    64,331       172,554
Adjustments to reconcile net income to
 net cash provided by operating activities
  Depreciation and amortization                                 44,739        41,306
  Compensation expense recognized on ESOP allocation             4,200         4,200
  Net amortization of premium on investment securities         109,814        26,335
  Loss on charge off of premises and equipment                   6,600             -
  Gain on sale of investment securities available for sale      (5,487)     (128,667)
  Gain on sale of real estate acquired by foreclosure          (14,621)            -
  Decrease in accrued interest receivable                       13,727        69,835
  Decrease (increase) in other assets                         (152,370)      143,288
  Decrease in accrued interest on deposits                      (9,691)      (16,471)
  Increase (decrease) in other liabilities                     108,479       (54,305)
                                                               -------       -------
Net cash provided by (used in) operating activities            169,721       258,075
                                                               -------       -------
Cash flows from investing activities:
Purchase of investment securities available for sale       (12,958,674)   (8,172,739)
Purchase of FHLB stock                                               -      (200,000)
Net change in loans                                          2,691,130       290,115
Proceeds from sale of investment securities
 available for sale                                                  -     2,025,000
Proceeds from call of investment securities
 available for sale                                          1,000,000     1,840,000
Proceeds from principal collected on
 investment securities held to maturity                         40,419       237,874
Proceeds from principal collected on
 investment securities available for sale                    6,652,654     2,041,842
Proceeds from sale of real estate acquired by foreclosure       52,378             -
Purchase of premises and equipment                              (2,854)            -
                                                             ---------     ---------
  Net cash (used in) provided by investing activities       (2,524,947)   (1,937,908)
                                                             ---------     ---------
</TABLE>

See accompanying notes to consolidated financial statements.


                                     6

                     CFS Bancshares, Inc. and Subsidiary
                    Consolidated Statements of Cash Flows
                                (Unaudited)
<TABLE>
                                                               Three Months Ended
                                                                   December 31,
                                                               2002           2001
                                                               ----           ----
Cash flows from financing activities:

                                                          <c>             <c>
Increase in interest bearing deposits                        1,529,397       298,541
Advances from FHLB                                                   -     4,000,000
Decrease in advance payments by
 borrowers for taxes and insurance                            (171,687)     (199,383)
Cash dividends                                                       -      (118,337)
                                                             ---------     ---------
   Net cash provided by financing activities                 1,357,710     3,980,821
                                                             ---------     ---------
Net increase in cash and cash equivalents                     (997,516)    2,300,988

Cash and cash equivalents at beginning of period             7,200,470     6,119,006
                                                             ---------     ---------
Cash and cash equivalents at end of period                   6,202,954     8,419,994
                                                             =========     =========
Supplemental information on cash payments:
  Interest paid                                            $   616,305       766,747
  Taxes paid                                               $   170,000             -

Supplemental information on noncash activities:
 Loans transferred to real estate acquired by foreclosure  $         -       177,676
</TABLE>






See accompanying notes to consolidated financial statements.











                                     7

                    CFS Bancshares, Inc. and Subsidiary
              Consolidated Statements of Comprehensive Income
                                (Unaudited)
<TABLE>
                                                                    Three months ended
                                                                        December 31,
                                                                     2002        2001
                                                                    ------      ------

                                                                 <c>         <c>
Net income                                                        $ 64,331      172,554

Other comprehensive income, before tax:
    Unrealized holding gain (loss) arising
      during the period                                            139,876     (346,071)
    Less reclassification adjustment for gain on
      securities available for sale                                  5,487      128,667
                                                                   -------      -------
          Total other comprehensive income (loss), before tax      198,720     (474,738)
                                                                   -------      -------
Income tax expense (benefit) related to other
 comprehensive income:
   Unrealized holding gain (loss) on available
     for sale securities                                            47,558     (117,664)
   Less reclassification adjustment for gains on
     securities available for sale                                   1,866       43,747
          Total income tax expense (benefit) related to            -------      -------
            other comprehensive income                              49,424     (161,411)
                                                                   -------      -------
          Total other comprehensive income (loss), net of tax       95,941     (313,327)
                                                                   -------      -------
          Total comprehensive income (loss)                       $160,272     (140,773)
                                                                  ========      =======
</TABLE>










See accompanying notes to consolidated financial statements.

                                     8

             CFS BANCSHARES, INC. AND SUBSIDIARY

         Notes to Consolidated Financial Statements
                         (Unaudited)

1.  Basis of Presentation

In the opinion of management, the accompanying unaudited
consolidated financial statements contain all adjustments
(none of which are other than normal recurring accruals)
necessary for a fair presentation of financial position of
the Company and the results of operations for the three
month periods ended December 31, 2001 and 2002.  The results
contained in these statements are not necessarily indicative
of the results that may be expected for the entire year.
For further information, refer to the consolidated financial
statements and notes included in the Company's annual report
on Form 10-KSB for the year ended September 30, 2002.

2.   Reclassifications

Certain items in the 2001 consolidated financial statements
have been reclassified to conform to current year
classifications.

3.  Net Income per Share

Presented below is a summary of the components used to
calculate diluted earnings per share for the three months
ended December 31, 2002 and 2001.
                                                          Three months
                                                              ended
                                                           December 31,
                                                         2002        2001
                                                       --------   ---------
Weighted average common shares outstanding             136,616     136,241
Net effect of the assumed exercise of stock
 options based on the Treasury stock method
 using average market price for the quarter              7,478          --
                                                       ---------  ---------
Total weighted average common shares and
 potential common stock outstanding                    144,094     136,241
                                                       =======     =======
4.  Recent Accounting Pronouncements

In June 2002, the FASB issued SFAS No. 146, "Accounting for
Costs Associated with Exit of Disposal Activities."  This
statement requires the recognition of costs associated with
exit or disposal activities when they are incurred rather
than at the date of a commitment to an exit or disposal
plan.  The provisions of this statement are to be applied
prospectively to exit or disposal activities initiated for
fiscal years beginning after December 31, 2002.  The Company
does not expect the adoption of SFAS No. 146 to have a
material impact on its financial statements.

In October 2002, the FASB issued SFAS No. 147, which removes
acquisition of financial institutions (other than
transactions between two or more mutual enterprises) from the
scope of SFAS No. 72, Accounting for Certain Acquisitions of
Banking or Thrift Institutions and FASB Interpretation No.
9, Applying APB Opinions 16 and 17, When a Savings and Loan
or a Similar Institution is Acquired in a Business
Combination Accounted for by the Purchase Method.  These
types of transactions are now accounted for under SFAS No.
141 and 142.  In addition, this statement amends SFAS No.
144, Accounting for the Impairment or Disposal of Long-Lived
Assets, to include in its scope long-term customer
relationship intangible assets of financial institutions.
The provisions of this statement were effective October 1,
2002.  This statement did not have a material impact on the
Company's consolidated financial statements.

                                     9

Management Discussion and Analysis

The Company and the Bank entered into an Agreement and Plan
of Merger, dated May 30, 2002, with Citizens Bancshares
Corporation and Citizens Trust Bank, pursuant to which CFS
Bancshares, Inc. ("the Company") and Citizens Federal
Savings Bank ("the Bank") will be acquired.  On December 19,
2002 the Board of Directors of the Company approved an
amendment to the Agreement and Plan of Merger, pursuant to
which (1) the deadline for completing the merger was
extended from December 31, 2002 to February 28, 2003 and (2)
the merger price per share was increased to  $65.04 if the
merger is completed in February 2003.  The Board of
Governors of the Federal Reserve Board, Citizens Bancshares
principal federal regulator, has approved the merger.  A
meeting of the shareholders of the Company to approve the merger
is scheduled for February 19, 2003.  We expect the merger to be
completed by February 28, 2003.

CFS Bancshares, Inc. has no significant assets other than
the stock of Citizens Federal Savings Bank.  For that
reason, substantially all of the discussion in this Form 10-QSB
relates to the operations of the Bank.

REVIEW OF RESULTS OF OPERATIONS

OVERVIEW

Net income for the three months ended December 31, 2002 was
$64,331, a decrease of $108,223 or 62.72% when compared to
the three months ended December 31, 2001.  The decrease in
net earnings resulted primarily from a decrease in gains on
sale of securities available for sale and an increase in
expenses related to the pending merger with Citizens
Bancshares Corporation (see discussion above).

NET INTEREST INCOME

Net interest income is the difference between the interest
and fees earned on loans, securities and other interest
earning assets (interest income) and the interest paid on
deposits and FHLB advances (interest expense).  The Bank's
deposits and a portion of its FHLB advances are primarily
short term in nature and reprice faster than the Bank's
interest earning assets, consisting mainly of loans and
mortgage backed securities, which generally have longer
maturities.  The mix of the Bank's interest earning assets
and deposits and FHLB advances along with the trend of
market interest rates have a substantial impact on the
change in net interest margin.  The cost of the Bank's
interest bearing liabilities decreased 71 basis points from
3.24% for the three month period ended December 31, 2001 to
2.53% during the three month period ended December 31, 2002,
while the yield on interest earning assets decreased 86
basis points from 6.46% for the three month period ended
December 31, 2001 to 5.60% for the comparable period in the
current fiscal year.  The decline in the yields on interest
earning assets resulted from declines in the average balance
of net loans receivable, as well as a decline in the average
market interest rates between December 2001 and December
2002.

The decrease in the net interest spread of 15 basis points
was offset by increases in the average balances of net
interest earning assets when comparing the three month
period ended December 31, 2002 to the three month period
ended December 31, 2001.  The Bank's net interest income
increased by $1,377 or 0.18% from $783,514 for the three
month period ended December 31, 2001 to $784,891 for the
three month period in the current fiscal year.

OTHER INCOME

Other income decreased from $226,779 for the three month
period ended December 31, 2001 to $133,960 for the
comparable period in the current fiscal year. The decline
resulted from a decrease in the gain on sale of investment
securities available for sale.  During the three month
period ended December 31, 2001, the Bank sold fixed rate
investment securities with a par balance of $2,000,000 for a
net gain of $128,667.  The Bank recognized gains on the call
of investment securities during the three months ended
December 31, 2002 of $5,487.

                                     10

OTHER EXPENSE

The Bank's other expense increased by 9.91% or $74,183 from
$748,393 for the three month period ended December 31, 2001
to $822,576 for the comparable period in the current year.
Increases in professional services, advertising and other
expense of $40,215, $12,779 and $9,856 respectively, were
primarily responsible for the overall increase in operating
expense for the three months ended December 31, 2002 as
compared to the three months ended December 31, 2001.  The
increase in professional services is the result of expenses
related to the pending merger (see discussion above).
Advertising increased as the Bank sponosored a special media
campaign during the three months ended December 31, 2002.
The increase in other expense resulted from small increases
in several expense items that comprise the other category.


REVIEW OF FINANCIAL CONDITION

Significant factors affecting the Bank's financial condition
between September 30, 2002 and December 31, 2002 are
detailed below:

Assets

Total assets increased $1,670,364 or 1.56% from $106,899,412
at September 30, 2002 to $108,569,776 at December 31, 2002.
Increases in investment securities available for sale of
$5,341,607 were partially offset by decreases in net loans
receivable of $2,691,130 and cash and cash equivalents of
$997,516.

Liabilities

Total liabilities increased $1,510,092 or 5.17% between
September 30, 2002 and December 31, 2002.  The increase
resulted from an increase in the Bank's interest bearing
deposits of $1,519,706 or 2.00% from $76,037,079 at
September 30, 2002 to $77,556,785 at December 31, 2002.

Liquidity

The Bank's primary sources of liquidity are deposits, loan
payments, maturing investment securities, principal and
interest payments on investments, mortgage-backed securities
and CMOs, and advances from the Federal Home Loan Bank of
Atlanta.  Additionally, the Bank has short-term investments
that could be readily liquidated to meet funding
requirements and also maintains lines of credit with two
correspondent banks to meet any requirements caused by short-
term fluctuations in liquidity needs.  Management believes
that the Bank's various sources of funds are adequate to
meet its liquidity requirements in the ordinary course of
business.

LOAN QUALITY

A key to long term earnings growth for Citizens Federal
Savings Bank is maintenance of a high quality loan
portfolio.  The Bank's directive in this regard is carried
out through its policies and procedures for review of loans.
The goals and results of these policies and procedures are
to provide a sound basis for new credit extensions and an
early recognition of problem assets to allow the most
flexibility in their timely disposition.

At December 31, 2002 the Bank had $972,320 in assets
classified as substandard including assets acquired by
foreclosure or repossession of $524,586, no assets
classified as doubtful, and $118,247 in assets classified as
loss.  A specific loan loss allowance has been established
for all loans classified as loss.  At September 30, 2002 the
Bank had $935,215 in assets classified as substandard
including real estate acquired by foreclosure of $562,344, no
assets classified as doubtful, and $109,551 in assets
classified as loss.

The allowance for loan losses was $367,271 at December 31,
2002 and $363,986 at September 30, 2002.  Management
believes that the current allowance for loan losses is
adequate to cover any potential future loan losses which
exist in the loan portfolio, although there can be no
assurance that further increases in the loan loss allowance
will not be made as circumstances warrant.

                                     11

CRITICAL ACCOUNTING POLICIES

Management has determined that the accounting for loan loss
allowances is a critical accounting policy with respect to
the determination of financial condition and reporting of
results of operations.

Management determines the required allowances by classifying
loans according to credit quality and collateral security
and applying historical loss percentages to each category.
Additionally, as necessary, management determines specific
allowances related to impaired loans based on the present
value of expected future cash flows discounted at the loan's
effective interest rate, or the fair value of the collateral
if the loan is collateral dependent.  A key component in the
accounting policy is management's ability to timely identify
changes in credit quality which may impact the Company's
financial results.

Management recognizes that in making loans, credit losses
will be experienced and that the risk of loss will vary
with, among other things, the type of loan being made, the
creditworthiness of the borrower over the term of the loan
and, in the case of a secured loan, the quality of the
security for the loan.  Management's policy is to maintain
an appropriate allowance for estimated losses on the
portfolio as a whole.  The allowances are based on estimates
of the historical loan loss experience, evaluation of
economic conditions and regular periodic reviews of the
Company's loan portfolio.  The Company's loan portfolio
consists mostly of residential and non-residential real
estate.  Management believes that the effects of any
reasonably likely changes in the economy may be limited somewhat
due to the fact that most of the loan portfolio is backed by
real estate.

INFORMATION ABOUT FORWARD LOOKING STATEMENTS

Any statement contained in this report which is not a
historical fact, or which might otherwise be considered an
opinion or projection concerning the Company or its
business, whether expressed or implied, is meant as and
should be considered a forward-looking statement as that
term is defined in the Private Securities Litigation Reform
Act of 1995.  Forward-looking statements are based on
assumptions and opinions concerning a variety of known and
unknown risks, including but not necessarily limited to
changes in market conditions, natural disasters and other
catastrophic events, increased competition, changes in
availability and cost of reinsurance, changes in
governmental regulations, and general economic conditions,
as well as other risks more completely described in the
Company's filings with the Securities and Exchange Commission,
including the Annual Report on Form 10-KSB.  If any of these
assumptions or opinions prove incorrect, any forward-looking
statement made on the basis of such assumptions or opinions
may also prove materially incorrect in one or more respects.

CAPITAL ADEQUACY AND RESOURCES

Management is committed to maintaining capital at a level
sufficient to protect stockholders and depositors, provide
for reasonable growth, and fully comply with all regulatory
requirements.  Management's strategy to maintain this goal
is to retain sufficient earnings while providing a
reasonable return to stockholders in the form of dividends
and return on equity.

The Office of Thrift Supervision has issued guidelines
identifying minimum regulatory "tangible" capital equal to
1.50% of adjusted total assets, a minimum 3.00% core capital
ratio and a minimum risk based capital of 8.00% of risk
weighted assets.  The Bank has provided the majority of its
capital requirements through the retention of earnings.

                                     12

At December 31, 2002 the Bank satisfied all regulatory
requirements.  The Bank's compliance with the current
standards is as follows:

                                           For capital              Well
                          Actual         adequacy purposes      capitalized
                          ------         -----------------      -----------
                      Amount   Ratio     Amount    Ratio     Amount    Ratio
                      ------   -----     ------    -----     ------    -----
Total capital
(to risk weighted
 assets)          $10,016,403  22.42%  $3,575,213   8.00%   $4,469,016  10.00%
Tier I capital
(to risk weighted
 assets)          $ 9,877,114  22.11%  $1,787,606   4.00%   $2,681,410   6.00%
Tier I capital
(to average
 assets)          $ 9,877,114   9.17%  $4,309,384   4.00%   $5,386,730   5.00%


Reconciliation of capital:                     Risk Weighted    Tier I Capital
                                                   Capital

Total stockholders'equity (GAAP)                 $10,647,090      $10,647,090
Unrealized gain on securities - AFS                 (769,976)        (769,976)
Allowance for loan losses                            249,024             -
Equity investments                                  (109,735)
         Total                                   $10,016,403      $ 9,877,114


ITEM 3.  CONTROLS AND PROCEDURES

     Within 90 days prior to the date of this quarterly report,
the Company carried out an evaluation, under the supervision and
with the participation of the Company's management, including the
Company's chief executive officer and chief financial officer, of
the effectiveness of the design and operation of the Company's
disclosure controls and procedures.  Based upon that evaluation,
the chief executive officer and chief financial officer concluded
that the Company's disclosure controls and procedures are
effective.  There were no significant changes in the Company's
internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation.

     Disclosure controls and procedures are the controls and
other procedures of the Company that are designed to ensure that
the information required to be disclosed by the Company in its
reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported, within the time periods
specified in the Securities and Exchange Commission's rules and
forms.  Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that
information required to be disclosed by the Company in its
reports filed under the Exchange Act is accumulated and
communicated to the Company's management, including the chief
executive officer and chief financial officer, as appropriate to
allow timely decisions regarding required disclosure.

                                     13

        CITIZENS FEDERAL SAVINGS BANK AND SUBSIDIARY

                  PART II OTHER INFORMATION

Item 1: Legal Proceedings

The Bank is defending  various lawsuits and claims.  In the
opinion of management the ultimate disposition of these
matters will not have a significant effect on the financial
position of the Bank.

Item 2: Change in Securities and Use of Proceeds

None

Item 3: Default upon Senior Securities

Not Applicable

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

None

Item 5: Other Information:

None

Item 6: Exhibits and Reports on Form 8-K

None








                                     14

                  CFS BANCSHARES INC. AND SUBSIDIARY


                                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.


                                 CFS BANCSHARES, INC.
                                    (Registrant)



Date:  February 14, 2003       By:  /s/ Bunny Stokes, Jr.
       ----------------           ----------------------------
                                  Bunny Stokes, Jr.
                                  Chairman/CEO
                                  (principal executive officer)


Date:  February 14, 2003       By:  /s/ W. Kent McGriff
       -----------------          ----------------------------
                                  W. Kent McGriff
                                  Executive Vice President
                                  (principal financial and accounting officer)






                                     15

                CERTIFICATION PURSUANT TO RULE 13a-14
         OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
                     AS ADOPTED PURSUANT TO
          SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Bunny Stokes, Jr., President and Chief Executive Officer of
CFS Bancshares, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-QSB of CFS
Bancshares, Inc.;

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

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

4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and we have:

     a) designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the
"Evaluation Date"); and

     c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
functions):

     a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's auditors
any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls; and

6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.



Date: February 14, 2003            /s/ Bunny Stokes, Jr.
                                   -------------------------------
                                   Bunny Stokes, Jr.
                                   President and Chief Executive Officer


                                     16

             CERTIFICATION PUR SUANT TO RULE 13a-14
        OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
                   AS ADOPTED PURSUANT TO
          SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, W. Kent McGriff, Executive Vice President and Chief Financial
Officer of CFS Bancshares, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-QSB of CFS
Bancshares, Inc.;

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

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

4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and we have:

     a) designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the
"Evaluation Date"); and

     c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
functions):

     a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's auditors
any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls; and

6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.



Date: February 14, 2003            /s/ W. Kent McGriff
                                   --------------------------------
                                   W. Kent McGriff
                                   Executive Vice President and Chief
                                       Financial Officer

                                     17

             CERTIFICATION PURSUANT TO SECTION 906 OF THE
                    SARBANES-OXLEY ACT OF 2002


      The undersigned executive officers of the Registrant hereby
certify that this Form 10-QSB fully complies with the requirements of
Section 13(a) of the Securities Exchange Act of 1934 and that the
information contained herein fairly presents, in all material respects,
the financial condition and results of operations of the registrant.



                               By:  /s/ Bunny Stokes, Jr.
                                  -------------------------------
                                  Bunny Stokes,  Jr. Chairman/CEO


                               By:  /s/ W. Kent McGriff
                                  -------------------------------
                                  W. Kent McGriff,Executive Vice President
                                  (principal financial and accounting officer)





                                     18