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, 2000

[  ]  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, 2000

$0.01 par value common stock                                  130,000 shares
----------------------------                          --------------------------
            Class                                             Outstanding




<PAGE>

                       CFS BANCSHARES, INC. AND SUBSIDIARY



                                TABLE OF CONTENTS



PART I - FINANCIAL INFORMATION:                                         PAGE NO.


Consolidated Balance Sheets at December 31, 2000
and September 30, 2000 (unaudited)                                        -3-


Consolidated Statements of Operations for the Three Months
 Ended December 31, 2000 and 1999 (unaudited)                             -4-


Consolidated  Statements  of Cash Flows for the Three Months
 Ended  December 31, 2000 and 1999 (unaudited)                            -6-

Consolidated  Statements  of  Comprehensive  Income for the Three
 Months  ended December 31, 2000 and 1999 (unaudited)                     -8-

Notes to Consolidated Financial Statements                                -9-


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


PART II - OTHER INFORMATION                                              -13-

SIGNATURES                                                               -14-


<PAGE>
                       CFS BANCSHARES, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                          December 31,         September 30,
                                                                             2000                   2000
           ASSETS
           ------
<S>                                                                       <C>                     <C>
Cash and amounts due from depository
 institutions                                                             $ 4,024,587             2,918,542
Federal funds sold and overnight deposits                                   1,975,533               675,813
                                                                         ------------          ------------
   Total cash and cash equivalents                                          6,000,120             3,594,355

Interest bearing deposits                                                     163,142               163,142
Investment securities held to maturity (fair value of
  $2,714,566 and $3,506,924 respectively)                                   2,709,103             3,527,879
Investment securities available for sale, at fair value (cost of
  $39,798,163 and $40,099,815, respectively)                               39,806,632            39,376,161
Federal Home Loan Bank stock                                                  747,500               747,500
Loans receivable, net of allowances                                        46,976,509            48,238,040
Premises and equipment, net                                                 3,605,212             3,644,836
Real estate acquired by foreclosure                                            86,237                86,237
Accrued interest receivable on investment securities                          137,741               149,907
Accrued interest receivable on mortgage-backed securities                     175,979               185,749
Accrued interest receivable on loans                                          371,380               324,482
Other assets                                                                  357,902               525,440
                                                                         ------------          ------------

          Total assets                                                   $101,137,457           100,563,728
                                                                         ============          ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Interest-bearing deposits                                                 $76,783,564            76,334,441
Advance payments by borrowers for
 taxes and insurance                                                           94,565               267,533
Other liabilities                                                             583,509               725,003
Employee Stock Ownership Plan debt                                             64,000                64,000
FHLB advances                                                              14,950,000            14,950,000
                                                                         ------------          ------------
   Total liabilities                                                       92,475,638            92,340,977

Stockholders' Equity:
Common stock                                                                  130,000               130,000
Additional paid-in-capital                                                  1,187,008             1,184,758
Retained earnings                                                           7,388,878             7,422,368
Accumulated other comprehensive income (loss)                                   5,419              (463,139)
Unearned common stock held by ESOP                                            (49,486)              (51,236)
                                                                         ------------          ------------
   Total stockholders' equity                                               8,661,819             8,222,751
                                                                         ------------          ------------

          Total liabilities and stockholders' equity                     $101,137,457           100,563,728
                                                                         ============          ============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       3
<PAGE>
                       CFS BANCSHARES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                  Three Months Ended
                                                      December 31,
                                                2000               1999
<S>                                          <C>                   <C>
INTEREST INCOME:
Interest and fees on loans                   $1,038,243            961,326
Interest and dividend income
 on investment securities                       160,878            119,389
Interest income on
 mortgage-backed securities                     574,756            474,560
Other interest income                            37,118             53,563
                                             ----------         ----------
Total interest income                         1,810,995          1,608,838

Interest on deposits                            783,733            659,631
Interest on FHLB advances                       231,010            162,513
                                             ----------         ----------
Total interest expense                        1,014,743            822,144

         Net interest income                    796,252            786,694
Provision for loan losses                             -                  -
                                             ----------         ----------
         Net interest income after
          provision for loan losses             796,252            786,694

OTHER INCOME:
Service charges on deposits                      88,592            116,705
Gain (loss) on sale of assets                     1,980                934
Gain on sale of securities                       12,813                  -
Other                                             5,483              7,294
                                             ----------         ----------
  Total other income                            108,868            124,933

EXPENSES:
Salaries and employee benefits                  357,379            320,905
Net occupancy expense                            34,962             27,304
Federal insurance premium                        11,109             23,589
Data processing expenses                         53,294             50,902
Professional services                            87,422             92,331
Depreciation and amortization                    65,261             78,130
Advertising expense                              22,650             19,095
Office supplies                                  21,369             20,336
Insurance expense                                16,641             15,799
Other                                           134,570            109,820
                                             ----------         ----------
 Total other expense                            804,657            758,211
                                             ----------         ----------
Income before income taxes                      100,463            153,416
Income tax expense                               36,453             58,169
                                             ----------         ----------
Net income                                   $   64,010         $   95,247
                                             ==========         ==========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

                       CFS BANCSHARES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                  Three Months Ended
                                                      December 31,
                                                2000               1999
<S>                                          <C>                   <C>

Basic earnings per common share              $     0.51         $     0.76
                                             ==========         ==========

Basic average shares outstanding                126,671            125,870
                                             ==========         ==========

Diluted earnings per common share            $     0.48         $     0.72
                                             ==========         ==========

Diluted average shares outstanding              134,471            133,070
                                             ==========         ==========

Dividends declared and paid
 per common share                            $     0.75         $     0.75
                                             ==========         ==========
</TABLE>

          See accompanying notes to consolidated financial statements.



                                       5
<PAGE>
                                  CFS BANCSHARES, INC. AND SUBSIDIARY
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                              (Unaudited)
<TABLE>
<CAPTION>

                                                                               Three Months Ended
                                                                                  December 31,
                                                                             2000             1999
<S>                                                                            <C>                <C>
Cash flows from operating activities:
Net income                                                                     $ 64,010           95,247
Adjustments to reconcile net income to
 net cash provided by operating activities
  Depreciation and amortization                                                  65,261           78,130
  Compensation expense recognized on ESOP allocation                              4,000            3,500
  Net amortization of premium on investment securities                            8,416           16,036
  Gain on sale of investment securities available for sale                       12,813                -
  Decrease in deferred gain on sale of REO                                       (1,980)            (834)
  Decrease (increase) in accrued interest receivable                            (24,962)          18,377
  Decrease (increase) in other assets                                          (119,673)         496,692
  Decrease in accrued interest on deposits                                      (54,959)         (12,628)
  Increase (decrease) in other liabilities                                     (141,494)          60,252
                                                                            -----------       ----------
Net cash provided by (used in) operating activities                            (188,568)         754,772

Cash flows from investing activities:
Purchase of investment securities available for sale                         (3,283,621)         (52,580)
Net change in loans                                                           1,261,531          126,585
Proceeds from sale of investment securities
 available for sale                                                           2,878,190                -
Proceeds from principal collected on
 investment securities held to maturity                                         817,701          227,650
Proceeds from principal collected on
 investment securities available for sale                                       712,555        1,282,281
Purchase of premises and equipment                                              (25,637)         (37,804)
                                                                            -----------       ----------
  Net cash provided by investing activities                                   2,360,719        1,546,132

</TABLE>

          See accompanying notes to consolidated financial statements.



                                       6
<PAGE>
                                  CFS BANCSHARES, INC. AND SUBSIDIARY
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                              (Unaudited)
<TABLE>
<CAPTION>

                                                                                   Three Months Ended
                                                                                     December 31,
                                                                                 2000             1999
<S>                                                                            <C>                <C>
Cash flows from financing activities:

Net increase (decrease) in interest bearing deposits                            504,082       (3,275,132)
Decrease in FHLB advances                                                             -         (650,000)
Decrease in advance payments by
 borrowers for taxes and insurance                                             (172,968)        (207,809)
Cash dividends                                                                  (97,500)         (97,500)
                                                                            -----------       ----------
   Net cash provided by (used in)  financing activities                         233,614       (4,230,441)

Net increase in cash and cash equivalents                                     2,405,765       (1,929,537)

Cash and cash equivalents at beginning of period                              3,594,355        7,689,451
                                                                            -----------       ----------

Cash and cash equivalents at end of period                                  $ 6,000,120        5,759,914
                                                                            ===========       ==========
Supplemental information on cash payments
  Interest paid                                                             $   838,692          674,693
  Taxes paid                                                                $   136,000          180,000

</TABLE>

          See accompanying notes to consolidated financial statements.


                                       7
<PAGE>

                             CFS BANCSHARES, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                          (Unaudited)
<TABLE>
<CAPTION>
                                                                          Three months ended
                                                                            December 31,
                                                                         2000             1999

<S>                                                                     <C>              <C>
Net income                                                              $ 64,010         95,247

Other comprehensive income, before tax:
    Unrealized holding gain (loss) arising
      during the period                                                  744,935        (62,415)
    Less reclassification adjustment for gain on
      securities available for sale                                       12,813              -
                                                                       ---------       --------

          Total other comprehensive income (loss), before tax            732,122        (62,415)

Income tax expense (benefit) related to other
 comprehensive income:
   Unrealized holding gain (loss) on available
     for sale securities                                                 267,920        (22,470)
   Less reclassification adjustment for gains on
     securities available for sale                                         4,356              -
                                                                       ---------       --------
          Total income tax expense (benefit) related to
            other comprehensive income                                   263,564        (22,470)
                                                                       ---------       --------

          Total other comprehensive income (loss), net of tax            468,558        (39,945)
                                                                       ---------       --------

          Total comprehensive income                                   $ 532,568         55,302
                                                                       =========       ========
</TABLE>

          See accompanying notes to consolidated financial statements.



                                       8
<PAGE>

                      CFS BANCSHARES, INC. AND SUBSIDIARIES

                   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 statement of financial position of the
Company and the results of operations for the three month periods ended December
31, 1999 and 2000. 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,
2000.

2.  RECLASSIFICATIONS

Certain  items  in  the  1999  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, 2000 and 1999.
<TABLE>
<CAPTION>
                                                                 2000              1999
                                                                 ----              ----
<S>                                                           <C>               <C>
Diluted earnings per share:

  Weighted average common shares outstanding                  126,671           125,870
  Net effect of the assumed exercise of stock
    options based on the treasury stock method
    using average market price for the quarter                  7,800             7,200
                                                              -------           -------

  Total weighted average common shares and
    potential common stock outstanding                        134,471           133,070
                                                              =======           =======
</TABLE>

4.  RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998 the FASB issued SFAS 133,  "Accounting  for Derivative  Instruments
and Hedging Activities." SFAS established accounting and reporting standards for
derivative  instruments,  including certain derivative  instruments  embedded in
other  contracts,  and for  hedging  activities.  It  requires  that  an  entity
recognize all  derivatives  as either assets or  liabilities in the statement of
financial  position and measure those  instruments  at fair value.  SFAS 122, as
amended,  was effective for financial statements for the first quarter of fiscal
years beginning after June 15, 2000. Management does not expect SFAS 133 to have
an impact on the financial statements of the Company.

                                       9
<PAGE>


MANAGEMENT DISCUSSION AND ANALYSIS
----------------------------------

REVIEW OF RESULTS OF OPERATIONS

OVERVIEW
--------
Net income for the three months  ended  December 31, 2000 was $64,010 a decrease
of $31,237 or 32.80% when compared to the three months ended  December 31, 1999.
The decrease in net earnings  resulted  primarily from a decline in other income
and an increase in operating expenses.

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 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  increased 40 basis
points from 4.04% for the three month  period  ended  December 31, 1999 to 4.44%
during  the three  month  period  ended  December  31,  2000  while the yield on
interest earning assets increased 17 basis points from 7.65% for the three month
period ended December 31, 1999 to 7.82% for the comparable period in the current
fiscal year.

The  decrease  in the net  interest  spread  of 23 basis  points  was  offset by
increases in the average  balances of net interest earning assets when comparing
the three month period  ended  December 31, 2000 to the three month period ended
December 31, 1999. The Bank's net interest  income  increased by $9,558 or 1.21%
from $786,694 for the three month period ended December 31, 1999 to $796,252 for
the three month period in the current fiscal year.

OTHER INCOME
------------
Other income  decreased  from $124,933 for the three month period ended December
31, 1999 to $108,868  for the  comparable  period in the current  fiscal year. A
decrease in services  charges on deposits of $28,113 was partially  offset by an
increase in gains on sale of  securities  of $12,813  when  comparing  the three
months  ended  December  31, 2000 to the  comparable  period in the prior fiscal
year.  The  decline  in  service  charges   resulted  from  the  charge  off  of
non-sufficient   fund  fees  on  overdrawn   accounts   which  the  bank  deemed
uncollectible.

OTHER EXPENSE
-------------
The Bank's other  expense  increased  by 6.13% or $46,446 from  $758,211 for the
three month period ended December 31, 1999 to $804,657 for the comparable period
in the current year.  Salaries and employee benefits and other expense increased
by $36,474  and $24,750  respectively  when  comparing  the three  months  ended
December  31,  1999 to the three month  period  ended  December  31,  2000.  The
increase in salaries and employee  benefits  resulted from a modest  increase in
the number of employees and an average  increase in salaries of approximately of
3.00% over the prior fiscal year.  The increase in other  expense  resulted from
expensing  insurance  deductibles  related to a legal issue and from  additional
expenses  associated with  maintaining  assets acquired  through  foreclosure or
repossession.  The increases  described above were partially offset by decreases
in federal  insurance  premiums and depreciation and amortization of $12,480 and
$12,869, respectively.


                                       10
<PAGE>

REVIEW OF FINANCIAL CONDITION
-----------------------------
Significant  factors affecting the Bank's financial condition from September 30,
2000 to December 31, 2000 are detailed below:

ASSETS
------
Total assets increased  $573,729 or.57% from  $100,563,728 at September 30, 2000
to $101,137,457 at December 31, 2000.  Increases in cash and cash equivalents of
$2,405,765 were partially  offset by decreases in investment  securities held to
maturity and net loans receivable of $818,776 and $1,261,531, respectively.

LIABILITIES
-----------
Total  liabilities  increased  $134,661 or .15% between  September  30, 2000 and
December 31, 2000. The increase resulted from an increase in the Bank's interest
bearing  deposits  of  $449,123  from  $76,334,441  at  September  30,  2000  to
$76,783,564 at December 31, 2000. The modest  increase in deposits was offset by
decreases in advance  payments by borrowers  for taxes and  insurance  and other
liabilities of $172,968 and $141,494, respectively.

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, 2000 the Bank had $862,897 in assets  classified as  substandard
including  assets acquired by foreclosure or repossession of $86,237,  no assets
classified  as doubtful,  and $57,113 in assets  classified  as loss. A specific
loan loss allowance has been  established  for all loans  classified as loss. At
September  30, 2000 the Bank had $748,261 in assets  classified  as  substandard
including real estate acquired by foreclosure of $86,237,  no assets  classified
as doubtful, and $54,572 in assets classified as loss.

The  allowance  for loan losses was $351,553 at December  31,  2000.  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.

LIQUIDITY AND INTEREST SENSITIVITY
----------------------------------
The Bank is required under applicable federal  regulations to maintain specified
levels of cash and "liquid"  investments  in  qualifying  types of United States
Treasury and federal agency securities and other  investments.  Such investments
serve  as a source  of  funds  upon  which  the  Bank  may rely to meet  deposit
withdrawals and other short term needs. The Bank monitors its cash flow position
to  assure   adequate   liquidity   levels  and  to  take  advantage  of  market
opportunities.  The Bank maintains liquidity levels,  which significantly exceed
the  minimum  regulatory  requirements.  Management  believes  that  the  Bank's
liquidity is adequate to fund all outstanding commitments and other cash needs.

Changes in  interest  rates  will  necessarily  lead to changes in net  interest
margin. The Bank's goal is to minimize  volatility in the net interest margin by
taking an active  role in  managing  the level,  mix and  maturity of assets and
liabilities.  The Bank's primary  emphasis in reducing its interest


                                       11
<PAGE>

rate risk is to focus on  reducing  the  weighted  average  maturity of the loan
portfolio and by purchasing adjustable rate securities.

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 Bank 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 Bank's filings with the Securities and Exchange  Commission,  including this
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.

At December 31, 2000 the Bank satisfied all regulatory requirements.  The Bank's
compliance with the current standards is as follows:
<TABLE>
<CAPTION>
                                                       For  capital            Well
                                  Actual            adequacy purposes       capitalized
                                  ------            -----------------     ----------------
                             Amount     Ratio       Amount      Ratio     Amount     Ratio
                             ------     -----       ------      -----     ------     -----
<S>                        <C>          <C>        <C>          <C>       <C>        <C>
Total capital
(to risk weighted assets)  $8,833,755   17.63%     4,008,880    8.00%     5,011,100  10.00%
Tier I capital
(to risk weighted assets)  $8,652,400   17.27%     2,004,440    4.00%     3,006,660   6.00%
Tier I capital
(to average assets)        $8,652,400    8.56%     4,032,960    4.00%     5,041,200   5.00%


Reconciliation of capital:            Risk Weighted   Tier I Capital
                                        Capital

Total stockholders' equity (GAAP)      $8,657,819      $8,657,819
Unrealized gain on securities - AFS        (5,419)         (5,419)
Allowance for loan losses                 297,000               -
Equity investments                       (115,645)
         Total                         $8,833,755      $8,652,400
</TABLE>


                                       12
<PAGE>


                  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

None

ITEM 3: DEFAULT UPON SENIOR SECURITIES

Not Applicable

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

The annual meeting of stockholders  of CFS Bancshares,  Inc. was held on January
24, 2001 for the  purpose of  considering  and acting  upon the  election of two
directors to serve a three-year term. The result of the election in which 88,602
out of 130,000 possible votes was as follows:

                                                                 Votes Against
                                                    Votes For     or Withheld
James W. Coleman as Director                          85,287         3,315
Rev. John T. Porter as Director                       85,262         3,340

ITEM 5: OTHER INFORMATION:

None

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

None


                                       13

<PAGE>


                       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 13, 2001               By: /s/ Bunny Stokes, Jr.
     --------------------------           ---------------------------------
                                          Bunny Stokes, Jr.
                                          Chairman/CEO
                                          (principal executive officer)


Date: February 13, 2001               By: /s/ W. Kent McGriff
     --------------------------           ---------------------------------
                                          W. Kent McGriff
                                          Executive Vice President
                                          (principal financial and accounting
                                             officer)

                                       14