As filed with the Securities and Exchange Commission on
                        September 3, 1999
                               Registration No. 33-_____________

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                       ___________________

                            FORM S-8

                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933


                 CITIZENS BANCSHARES CORPORATION
     (Exact name of Registrant as specified in its charter)

               Georgia                                 58-2232785
 (State or other jurisdiction of          (I.R.S. Employer Identification No.)
  incorporation or organization)

       75 Piedmont Avenue, N.E., Atlanta, Georgia  30302
      (Address of principal executive offices and zip code)

                 CITIZENS BANCSHARES CORPORATION
                  EMPLOYEE STOCK PURCHASE PLAN
                    (Full Title of the Plan)

                        Beth Lanier, Esq.
             Powell, Goldstein, Frazer & Murphy LLP
             191 Peachtree Street, N.E., 16th Floor
                     Atlanta, Georgia 30303
             (Name and address of agent for service)

                        (404)  572-4571
  (Telephone number, including area code, of agent for service)


                 CALCULATION OF REGISTRATION FEE

-----------------------------------------------------------------
                           Proposed     Proposed
Title of     Amount to    Maximum      Maximum       Amount of
Securities   be           Offering     Aggregate     Registration
to be        Registered   Price        Offering      Fee
Registered                Per Share    Price
------------------------------------------------------------------
Common
Stock,       324,610       $9.25 (2)    $3,002,643     $835.00
$1.00 par    shares (1)                    (3)
value
------------------------------------------------------------------

 (1)  Representing shares to be issued and sold by the
 Registrant under the Citizens Bancshares Corporation Employee
 Stock Purchase Plan (the "Plan").  This Registration Statement
 also covers such indeterminable number of additional shares as
 may become issuable to prevent dilution in the event of a stock
 split, stock dividend, reclassification or other similar
 transaction pursuant to the terms of the Plan.

 (2)  The average of the high and low prices of the Registrant's
 Common Stock as reported by the Nasdaq Over the Counter
 Bulletin Board for September 1, 1999.

 (3)  The aggregate offering price is calculated solely for the
 purpose of determining the registration fee pursuant to Rule
 457(h)(1) under the Securities Act of 1933, as amended.




                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The documents containing the information specified in
 Part I of the Instructions to the Registration Statement on
 Form S-8 will be sent or given to employees of the Registrant
 as required by Rule 428(b)(1) promulgated under the Securities
 Act of 1933, as amended (the "Securities Act").



                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 Item 3.   Incorporation of Documents by Reference.

      The following documents filed with the Securities and
 Exchange Commission (the "Commission") are incorporated herein
 by reference:

      (1)  The Registrant's Quarterly Report on Form 10-QSB for
 the quarter ended September 30, 1998;

      (2)  The Registrant's Annual Report on Form 10-KSB for the
 fiscal year ended December 31, 1998;

      (3)  The Registrant's Quarterly Report on Form 10-QSB for
 the quarter ended March 31, 1999; and

      (4)  The Registrant's Quarterly Report on Form 10-QSB for
 the quarter ended June 30, 1999;

      (5)  The description of the Registrant's Common Stock
 contained in the Registrant's Registration Statement as filed
 with the Securities and Exchange Commission pursuant to
 Section 12 of the Securities Exchange Act of 1934, as amended
 (the "Exchange Act").

      All documents subsequently filed by the Registrant
 pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
 Act prior to the filing of a post-effective amendment that
 indicates that all securities offered hereby have been sold or
 that deregisters all such securities then remaining unsold,
 shall be deemed to be incorporated by reference in this
 Registration Statement and to be a part hereof from the date of
 filing of such documents.

 Item 6.   Indemnification of Directors and Officers.

      Section 14-2-851 of the Georgia Business Corporation Code
 provides that a corporation may indemnify its directors and
 officers against civil and criminal liabilities.  Directors and
 officers may be indemnified against expenses if they acted in
 good faith and in a manner reasonably believed to be in or not
 opposed to the best interest of the corporation, if they have
 not been adjudged liable on the basis of the improper receipt
 of a personal benefit and, with respect to any criminal action,
 if they had no reasonable cause to believe their conduct was
 unlawful.  A director or officer may be indemnified against
 expenses incurred in connection with a derivative suit if he or
 she acted in good faith and in a manner reasonably believed to
 be in or not opposed to the best interest of the corporation,
 except that no indemnification may be made without court
 approval if such person was adjudged liable for negligence or
 misconduct in the performance of his or her duty to the
 corporation.  Statutory indemnification is not exclusive of any
 rights provided by any bylaw, agreement, vote of shareholders
 or disinterested directors or otherwise.

                                II-1


      Article VII of the Registrant's Bylaws provides that the
 Registrant shall indemnify a director who has been successful
 in the defense of any proceeding to which he was a party or in
 defense of any claim, issue or matter therein because he is or
 was a director of the Registrant, against reasonable expenses
 incurred by him in connection with such defense.

      The Registrant's Bylaws also provide that the Registrant
 is required to indemnify any director, officer, employee or
 agent made a party to a proceeding because he is or was a
 director, employee or agent against liability incurred in the
 proceeding if he acted in a manner he believed in good faith or
 to be in or not opposed to the best interests of the Registrant
 and, in the case of any criminal proceeding, he had no
 reasonable cause to believe his conduct was unlawful.
 Determination concerning whether or not the applicable standard
 of conduct has been met can be made by (a) a disinterested
 majority of the Board of Directors, (b) a majority of a
 committee of disinterested directors, (c) independent legal
 counsel, or (d) an affirmative vote of a majority of shares
 held by disinterested stockholders.  No indemnification may be
 made to or on behalf of a director, officer, employee or agent
 (i) in connection with a proceeding by or in the right of the
 Registrant in which such person was adjudged liable to the
 Registrant or (ii) in connection with any other proceeding in
 which such person was adjudged liable on the basis that
 personal benefit was improperly received by him.

      Insofar as indemnification for liabilities arising under
 the Securities Act may be permitted to directors, officers or
 persons controlling the Registrant pursuant to the foregoing
 provisions, the Registrant has been informed that in the
 opinion of the Commission such indemnification is against
 public policy as expressed in the Securities Act and is
 therefore unenforceable.

                                II-2


 Item 8.   Exhibits.

      The following exhibits are filed with or incorporated by
 reference into this Registration Statement pursuant to Item 601
 of Regulation S-B:

   Exhibit                     Description
     No.
     4.1        Articles of Incorporation of the
                Registrant (incorporated herein by
                reference to Exhibit 3.1 to the
                Registrant's Form 10-K for the year ended
                December 31, 1987 as filed with the
                Securities and Exchange Commission.

     4.2        Bylaws of the Registrant (incorporated
                herein by reference to Exhibit 3.2 to the
                Registrant's Registration Statement on
                Form 10 as filed with the Securities and
                Exchange Commission (File. No. 0-14535).

      5         Opinion of Powell, Goldstein, Frazer &
                Murphy LLP with respect to the securities
                being registered, including consent.

     23.1       Consent of counsel (included in
                Exhibit 5).

     23.2       Consent of Deloitte & Touche, LLP

     23.3       Consent of Porter Keadle Moore, LLP

     23.4       Consent of Banks, Finley, White & Co.

      24        Power of Attorney (see signature pages to
                this Registration Statement).


 Item 9.   Undertakings.

      (a)  The undersigned Registrant hereby undertakes:

      (1)  To file, during any period in which offers or sales
 are being made, a post-effective amendment to this Registration
 Statement:

                   (i)  To include any prospectus required by Section
 10(a)(3) of the Securities Act;

                   (ii)  To reflect in the prospectus any facts or
 events arising after the effective date of the Registration
 Statement (or the most recent post-effective amendment thereof)
 which, individually or in the aggregate, represent a
 fundamental change in the information set forth in the
 Registration Statement;

                                II-3


                   (iii)  To include any material information with
 respect to the plan of distribution not previously disclosed in
 the Registration Statement or any material change to such
 information in the Registration Statement;

 provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
 not apply if the registration statement is on Form S-3 or Form
 S-8 and the information required to be included in a
 post-effective amendment by those paragraphs is contained in
 periodic reports filed by the Registrant pursuant to Section 13
 or Section 15(d) of the Exchange Act that are incorporated by
 reference in the Registration Statement.

         (2)  That, for the purpose of determining any liability
 under the Securities Act, each such post-effective amendment
 shall be deemed to be a new registration statement relating to
 the securities offered therein, and the offering of such
 securities at that time shall be deemed to be the initial bona
 fide offering thereof.

         (3)  To remove from registration by means of a
 post-effective amendment any of the securities being registered
 which remain unsold at the termination of the offering.

      (b)  The undersigned Registrant hereby undertakes that,
 for purposes of determining any liability under the Securities
 Act, each filing of the Registrant's annual report pursuant to
 Section 13(a) or Section 15(d) of the Exchange Act (and, where
 applicable, each filing of an employee benefit plan's annual
 report pursuant to Section 15(d) of the Exchange Act) that is
 incorporated by reference in the Registration Statement shall
 be deemed to be a new registration statement relating to the
 securities offered therein, and the offering of such securities
 at that time shall be deemed to be the initial bona fide
 offering thereof.

      (h)  Insofar as indemnification for liabilities arising
 under the Securities Act may be permitted to directors,
 officers and controlling persons of the Registrant pursuant to
 the foregoing provisions or otherwise, the Registrant has been
 advised that in the opinion of the Commission such
 indemnification is against public policy as expressed in the
 Securities Act and is, therefore, unenforceable.  In the event
 that a claim for indemnification against such liabilities
 (other than the payment by the Registrant of expenses incurred
 or paid by a director, officer or controlling person of the
 Registrant in the successful defense of any action, suit or
 proceeding) is asserted by such director, officer or
 controlling person in connection with the securities being
 registered, the Registrant will, unless in the opinion of its
 counsel the matter has been settled by controlling precedent,
 submit to a court of appropriate jurisdiction the question
 whether such indemnification by it is against public policy as
 expressed in the Securities Act and will be governed by the
 final adjudication of such issue.

                                II-4


                           SIGNATURES

       Pursuant  to  the requirements of the Securities  Act  of
 1933,  the Registrant certifies that it has reasonable  grounds
 to  believe that it meets all of the requirements for filing on
 Form  S-8  and  has duly caused this Registration Statement  on
 Form  S-8  to  be  signed  on its behalf  by  the  undersigned,
 thereunto  duly  authorized, in the City of Atlanta,  State  of
 Georgia, on September 3, 1999.

                               CITIZENS BANCSHARES CORPORATION


                               By: /s/ James E. Young
                                   James E. Young
                                   President and Chief Executive Officer





                        POWER OF ATTORNEY

       KNOW  ALL  MEN BY THESE PRESENTS, that each person  whose
 signature appears below constitutes and appoints James E. Young
 and  Samuel  J. Cox, and each of them, his attorneys  in  fact,
 each  with full power of substitution, for him and in his name,
 place  and  stead,  in  any  and all capacities,  to  sign  any
 amendment  to this Registration Statement on Form S-8,  and  to
 file  the  same, with exhibits thereto, and other documents  in
 connection   therewith,  with  the  Securities   and   Exchange
 Commission, and hereby ratifies and confirms all that  each  of
 said  attorneys-in-fact, or his substitute or substitutes,  may
 do or cause to be done by virtue thereof.

       Pursuant  to  the requirements of the Securities  Act  of
 1933,  this  Registration Statement  has  been  signed  by  the
 following  persons in the capacities indicated on September  3,
 1999.

         Signature                         Title
 ----------------------     ----------------------------------


/s/ Herman J. Russell       Chairman of the Board and Director
Herman J. Russell


/s/ Gregory T. Baranco      Director
Gregory T. Baranco


/s/ Bernard H. Bronner      Director
Bernard H. Bronner


/s/ Thomas E. Boland        Director
Thomas E. Boland

/s/ Johnnie L. Clark        Director
Johnnie L. Clark


/s/ James E. Young          President, Chief Executive  Officer and Director
James E. Young              (Principal Executive Officer)

/s/ Samuel J. Cox           Senior Vice President and Assistant Treasurer
Samuel J. Cox               (Principal Financial and Accounting Officer)








                          EXHIBIT INDEX

  Exhibit                  Description                  Sequential
    No.                                                 Page No.

    4.1       Articles of Incorporation of the
              Registrant (incorporated herein by
              reference to Exhibit 3.1 to the
              Registrant's Form 10-K for the year
              ended December 31, 1987 as filed with
              the Securities and Exchange
              Commission.

    4.2       Bylaws of the Registrant
              (incorporated herein by reference to
              Exhibit 3.2 to the Registrant's
              Registration Statement on Form 10 as
              filed with the Securities and
              Exchange Commission (File.
              No. 0-14535).

     5        Opinion of Powell, Goldstein, Frazer
              & Murphy LLP with respect to the
              securities being registered,
              including consent.

    23.1      Consent of counsel (included in
              Exhibit 5).

    23.2      Consent of Deloitte & Touche, LLP

    23.3      Consent of Porter Keadle Moore, LLP

    23.4      Consent of Banks, Finley, White & Co.

     24       Power of Attorney (see signature
              pages to this Registration
              Statement).






 Exhibit 5

                        September 2, 1999


 Citizens Bancshares Corporation
 75 Piedmont Avenue, N.E.
 Atlanta, Georgia  30202

           Re:  Registration Statement on Form S-8
                Citizens Bancshares Corporation
                Citizens Bancshares Corporation Employee Stock
 Purchase Plan

 Ladies and Gentlemen:

      We have served as counsel for Citizens Bancshares
 Corporation, a Georgia corporation (the "Company"), in
 connection with the registration under the Securities Act of
 1933, as amended, pursuant to a Registration Statement on Form
 S-8 (the "Registration Statement"), of an aggregate of 324,610
 shares (the "Shares") of common stock, $1.00 par value, of the
 Company, to be offered and sold by the Company pursuant to the
 Citizens Bancshares Corporation Employee Stock Purchase Plan
 (the "Plan").

      We have examined and are familiar with originals or copies
 (certified, photostatic or otherwise identified to our
 satisfaction) of such documents, corporate records and other
 instruments relating to the incorporation of the Company and
 the authorization of the shares to be issued pursuant to the
 Plan as we have deemed necessary and advisable.  In such
 examinations, we have assumed the genuineness of all signatures
 on all originals and copies of documents we have examined, the
 authenticity of all documents submitted to us as originals and
 the conformity to original documents of all certified,
 conformed or photostatic copies.  As to questions of fact
 material and relevant to our opinion, we have relied upon
 certificates or representations of Company officials and of
 appropriate governmental officials.

      We express no opinion as to matters under or involving the
 laws of any jurisdiction other than the corporate law of the
 State of Georgia.

      Based upon and subject to the foregoing and having regard
 for such legal considerations as we have deemed relevant, it is
 our opinion that:

1.   The Shares have been duly authorized; and

2.   Upon the issuance and delivery of the Shares and payment
 therefor as provided in the Plan and as contemplated by the
 Registration Statement, such Shares will be legally and validly
 issued, fully paid and non-assessable.

      We hereby consent to the filing of this opinion as Exhibit
 5 to the Registration Statement.

                               Very truly yours,

                          /s/ Powell, Goldstein, Frazer & Murphy

                          POWELL, GOLDSTEIN, FRAZER & MURPHY LLP






 Exhibit 23.2


 INDEPENDENT AUDITORS' CONSENT

 We consent to the incorporation by reference in this
 Registration Statement of Citizens Bancshares Corporation on
 Form S-8 of our report dated March 25, 1999, appearing in the
 Annual Report on Form 10-KSB of Citizens Bancshares Corporation
 for the year ended December 31, 1998.

 /s/ DELOITTE & TOUCHE LLP
 Atlanta Georgia

 September 1, 1999





 Exhibit 23.3


 INDEPENDENT AUDITORS' CONSENT

 We have issued our report dated November 23, 1998, accompanying
 the consolidated financial statements of Citizens Bancshares
 Corporation and subsidiary appearing in the 1997 Annual Report
 of the Company to its shareholders included in the Annual
 Report on Form 10-KSB for the year ended December 31, 1997
 which is incorporated by reference in this Form S-8
 Registration Statement.  We consent to the incorporation by
 reference in this Form S-8 Registration Statement of the
 aforementioned report and to the use of our name as it appears
 under the caption "Expert."

 /s/ PORTER KEADLE MOORE, LLP
 Atlanta, Georgia

 September 3, 1999





 Exhibit 23.4


 INDEPENDENT AUDITORS' CONSENT

 We consent to the incorporation by reference in this
 Registration Statement of Citizens Bancshares Corporation on
 Form S-8 of our report on the consolidated financial statements
 of First Southern Bancshares and subsidiaries as of and for the
 two years ended December 31, 1997 dated February 6, 1998,
 appearing in the Annual Report on Form 10-KSB of Citizens
 Bancshares Corporation for the year ended December 31, 1998.

 /s/ BANKS, FINLEY, WHITE & CO.
 Atlanta Georgia

 September 3, 1999
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20716}]
{"company-data": {"conformed-name": "CITIZENS BANCSHARES CORP /GA/", "cik": "0000813640", "assigned-sic": "6022", "irs-number": "581631302", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86599", "film-number": "99706595"}, "business-address": {"street1": "175 JOHN WESLEY DOBBS AVE NE", "street2": "P O BOX 4485", "city": "ATLANTA", "state": "GA", "zip": "30303", "phone": "4046595959"}, "mail-address": {"street1": "175 JOHN WESLEY DOBBS AVENUE, NE", "city": "ATLANTA", "state": "GA", "zip": "30303"}}
As filed with the Securities and Exchange Commission on
                        September 3, 1999
                               Registration No. 33-_____________

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                       ___________________

                            FORM S-8

                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933

                 CITIZENS BANCSHARES CORPORATION
     (Exact name of Registrant as specified in its charter)

               Georgia                                 58-2232785
 (State or other jurisdiction of          (I.R.S. Employer Identification No.)
  incorporation or organization)

       75 Piedmont Avenue, N.E., Atlanta, Georgia  30302
      (Address of principal executive offices and zip code)

                 CITIZENS BANCSHARES CORPORATION
                  EMPLOYEE STOCK PURCHASE PLAN
                    (Full Title of the Plan)

                        Beth Lanier, Esq.
             Powell, Goldstein, Frazer & Murphy LLP
             191 Peachtree Street, N.E., 16th Floor
                     Atlanta, Georgia 30303
             (Name and address of agent for service)

                        (404)  572-4571
  (Telephone number, including area code, of agent for service)

                 CALCULATION OF REGISTRATION FEE

-----------------------------------------------------------------
                           Proposed     Proposed
Title of     Amount to    Maximum      Maximum       Amount of
Securities   be           Offering     Aggregate     Registration
to be        Registered   Price        Offering      Fee
Registered                Per Share    Price
------------------------------------------------------------------
Common
Stock,       324,610       $9.25 (2)    $3,002,643     $835.00
$1.00 par    shares (1)                    (3)
value
------------------------------------------------------------------

 (1)  Representing shares to be issued and sold by the
 Registrant under the Citizens Bancshares Corporation Employee
 Stock Purchase Plan (the "Plan").  This Registration Statement
 also covers such indeterminable number of additional shares as
 may become issuable to prevent dilution in the event of a stock
 split, stock dividend, reclassification or other similar
 transaction pursuant to the terms of the Plan.

 (2)  The average of the high and low prices of the Registrant's
 Common Stock as reported by the Nasdaq Over the Counter
 Bulletin Board for September 1, 1999.

 (3)  The aggregate offering price is calculated solely for the
 purpose of determining the registration fee pursuant to Rule
 457(h)(1) under the Securities Act of 1933, as amended.

                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The documents containing the information specified in
 Part I of the Instructions to the Registration Statement on
 Form S-8 will be sent or given to employees of the Registrant
 as required by Rule 428(b)(1) promulgated under the Securities
 Act of 1933, as amended (the "Securities Act").

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 Item 3.   Incorporation of Documents by Reference.

      The following documents filed with the Securities and
 Exchange Commission (the "Commission") are incorporated herein
 by reference:

      (1)  The Registrant's Quarterly Report on Form 10-QSB for
 the quarter ended September 30, 1998;

      (2)  The Registrant's Annual Report on Form 10-KSB for the
 fiscal year ended December 31, 1998;

      (3)  The Registrant's Quarterly Report on Form 10-QSB for
 the quarter ended March 31, 1999; and

      (4)  The Registrant's Quarterly Report on Form 10-QSB for
 the quarter ended June 30, 1999;

      (5)  The description of the Registrant's Common Stock
 contained in the Registrant's Registration Statement as filed
 with the Securities and Exchange Commission pursuant to
 Section 12 of the Securities Exchange Act of 1934, as amended
 (the "Exchange Act").

      All documents subsequently filed by the Registrant
 pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
 Act prior to the filing of a post-effective amendment that
 indicates that all securities offered hereby have been sold or
 that deregisters all such securities then remaining unsold,
 shall be deemed to be incorporated by reference in this
 Registration Statement and to be a part hereof from the date of
 filing of such documents.

 Item 6.   Indemnification of Directors and Officers.

      Section 14-2-851 of the Georgia Business Corporation Code
 provides that a corporation may indemnify its directors and
 officers against civil and criminal liabilities.  Directors and
 officers may be indemnified against expenses if they acted in
 good faith and in a manner reasonably believed to be in or not
 opposed to the best interest of the corporation, if they have
 not been adjudged liable on the basis of the improper receipt
 of a personal benefit and, with respect to any criminal action,
 if they had no reasonable cause to believe their conduct was
 unlawful.  A director or officer may be indemnified against
 expenses incurred in connection with a derivative suit if he or
 she acted in good faith and in a manner reasonably believed to
 be in or not opposed to the best interest of the corporation,
 except that no indemnification may be made without court
 approval if such person was adjudged liable for negligence or
 misconduct in the performance of his or her duty to the
 corporation.  Statutory indemnification is not exclusive of any
 rights provided by any bylaw, agreement, vote of shareholders
 or disinterested directors or otherwise.

                                II-1

      Article VII of the Registrant's Bylaws provides that the
 Registrant shall indemnify a director who has been successful
 in the defense of any proceeding to which he was a party or in
 defense of any claim, issue or matter therein because he is or
 was a director of the Registrant, against reasonable expenses
 incurred by him in connection with such defense.

      The Registrant's Bylaws also provide that the Registrant
 is required to indemnify any director, officer, employee or
 agent made a party to a proceeding because he is or was a
 director, employee or agent against liability incurred in the
 proceeding if he acted in a manner he believed in good faith or
 to be in or not opposed to the best interests of the Registrant
 and, in the case of any criminal proceeding, he had no
 reasonable cause to believe his conduct was unlawful.
 Determination concerning whether or not the applicable standard
 of conduct has been met can be made by (a) a disinterested
 majority of the Board of Directors, (b) a majority of a
 committee of disinterested directors, (c) independent legal
 counsel, or (d) an affirmative vote of a majority of shares
 held by disinterested stockholders.  No indemnification may be
 made to or on behalf of a director, officer, employee or agent
 (i) in connection with a proceeding by or in the right of the
 Registrant in which such person was adjudged liable to the
 Registrant or (ii) in connection with any other proceeding in
 which such person was adjudged liable on the basis that
 personal benefit was improperly received by him.

      Insofar as indemnification for liabilities arising under
 the Securities Act may be permitted to directors, officers or
 persons controlling the Registrant pursuant to the foregoing
 provisions, the Registrant has been informed that in the
 opinion of the Commission such indemnification is against
 public policy as expressed in the Securities Act and is
 therefore unenforceable.

                                II-2

 Item 8.   Exhibits.

      The following exhibits are filed with or incorporated by
 reference into this Registration Statement pursuant to Item 601
 of Regulation S-B:

   Exhibit                     Description
     No.
     4.1        Articles of Incorporation of the
                Registrant (incorporated herein by
                reference to Exhibit 3.1 to the
                Registrant's Form 10-K for the year ended
                December 31, 1987 as filed with the
                Securities and Exchange Commission.

     4.2        Bylaws of the Registrant (incorporated
                herein by reference to Exhibit 3.2 to the
                Registrant's Registration Statement on
                Form 10 as filed with the Securities and
                Exchange Commission (File. No. 0-14535).

      5         Opinion of Powell, Goldstein, Frazer &
                Murphy LLP with respect to the securities
                being registered, including consent.

     23.1       Consent of counsel (included in
                Exhibit 5).

     23.2       Consent of Deloitte & Touche, LLP

     23.3       Consent of Porter Keadle Moore, LLP

     23.4       Consent of Banks, Finley, White & Co.

      24        Power of Attorney (see signature pages to
                this Registration Statement).

 Item 9.   Undertakings.

      (a)  The undersigned Registrant hereby undertakes:

      (1)  To file, during any period in which offers or sales
 are being made, a post-effective amendment to this Registration
 Statement:

                   (i)  To include any prospectus required by Section
 10(a)(3) of the Securities Act;

                   (ii)  To reflect in the prospectus any facts or
 events arising after the effective date of the Registration
 Statement (or the most recent post-effective amendment thereof)
 which, individually or in the aggregate, represent a
 fundamental change in the information set forth in the
 Registration Statement;

                                II-3

                   (iii)  To include any material information with
 respect to the plan of distribution not previously disclosed in
 the Registration Statement or any material change to such
 information in the Registration Statement;

 provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
 not apply if the registration statement is on Form S-3 or Form
 S-8 and the information required to be included in a
 post-effective amendment by those paragraphs is contained in
 periodic reports filed by the Registrant pursuant to Section 13
 or Section 15(d) of the Exchange Act that are incorporated by
 reference in the Registration Statement.

         (2)  That, for the purpose of determining any liability
 under the Securities Act, each such post-effective amendment
 shall be deemed to be a new registration statement relating to
 the securities offered therein, and the offering of such
 securities at that time shall be deemed to be the initial bona
 fide offering thereof.

         (3)  To remove from registration by means of a
 post-effective amendment any of the securities being registered
 which remain unsold at the termination of the offering.

      (b)  The undersigned Registrant hereby undertakes that,
 for purposes of determining any liability under the Securities
 Act, each filing of the Registrant's annual report pursuant to
 Section 13(a) or Section 15(d) of the Exchange Act (and, where
 applicable, each filing of an employee benefit plan's annual
 report pursuant to Section 15(d) of the Exchange Act) that is
 incorporated by reference in the Registration Statement shall
 be deemed to be a new registration statement relating to the
 securities offered therein, and the offering of such securities
 at that time shall be deemed to be the initial bona fide
 offering thereof.

      (h)  Insofar as indemnification for liabilities arising
 under the Securities Act may be permitted to directors,
 officers and controlling persons of the Registrant pursuant to
 the foregoing provisions or otherwise, the Registrant has been
 advised that in the opinion of the Commission such
 indemnification is against public policy as expressed in the
 Securities Act and is, therefore, unenforceable.  In the event
 that a claim for indemnification against such liabilities
 (other than the payment by the Registrant of expenses incurred
 or paid by a director, officer or controlling person of the
 Registrant in the successful defense of any action, suit or
 proceeding) is asserted by such director, officer or
 controlling person in connection with the securities being
 registered, the Registrant will, unless in the opinion of its
 counsel the matter has been settled by controlling precedent,
 submit to a court of appropriate jurisdiction the question
 whether such indemnification by it is against public policy as
 expressed in the Securities Act and will be governed by the
 final adjudication of such issue.

                                II-4

                           SIGNATURES

       Pursuant  to  the requirements of the Securities  Act  of
 1933,  the Registrant certifies that it has reasonable  grounds
 to  believe that it meets all of the requirements for filing on
 Form  S-8  and  has duly caused this Registration Statement  on
 Form  S-8  to  be  signed  on its behalf  by  the  undersigned,
 thereunto  duly  authorized, in the City of Atlanta,  State  of
 Georgia, on September 3, 1999.

                               CITIZENS BANCSHARES CORPORATION

                               By: /s/ James E. Young
                                   James E. Young
                                   President and Chief Executive Officer

                        POWER OF ATTORNEY

       KNOW  ALL  MEN BY THESE PRESENTS, that each person  whose
 signature appears below constitutes and appoints James E. Young
 and  Samuel  J. Cox, and each of them, his attorneys  in  fact,
 each  with full power of substitution, for him and in his name,
 place  and  stead,  in  any  and all capacities,  to  sign  any
 amendment  to this Registration Statement on Form S-8,  and  to
 file  the  same, with exhibits thereto, and other documents  in
 connection   therewith,  with  the  Securities   and   Exchange
 Commission, and hereby ratifies and confirms all that  each  of
 said  attorneys-in-fact, or his substitute or substitutes,  may
 do or cause to be done by virtue thereof.

       Pursuant  to  the requirements of the Securities  Act  of
 1933,  this  Registration Statement  has  been  signed  by  the
 following  persons in the capacities indicated on September  3,
 1999.

         Signature                         Title
 ----------------------     ----------------------------------

/s/ Herman J. Russell       Chairman of the Board and Director
Herman J. Russell

/s/ Gregory T. Baranco      Director
Gregory T. Baranco

/s/ Bernard H. Bronner      Director
Bernard H. Bronner

/s/ Thomas E. Boland        Director
Thomas E. Boland

/s/ Johnnie L. Clark        Director
Johnnie L. Clark

/s/ James E. Young          President, Chief Executive  Officer and Director
James E. Young              (Principal Executive Officer)

/s/ Samuel J. Cox           Senior Vice President and Assistant Treasurer
Samuel J. Cox               (Principal Financial and Accounting Officer)

                          EXHIBIT INDEX

  Exhibit                  Description                  Sequential
    No.                                                 Page No.

    4.1       Articles of Incorporation of the
              Registrant (incorporated herein by
              reference to Exhibit 3.1 to the
              Registrant's Form 10-K for the year
              ended December 31, 1987 as filed with
              the Securities and Exchange
              Commission.

    4.2       Bylaws of the Registrant
              (incorporated herein by reference to
              Exhibit 3.2 to the Registrant's
              Registration Statement on Form 10 as
              filed with the Securities and
              Exchange Commission (File.
              No. 0-14535).

     5        Opinion of Powell, Goldstein, Frazer
              & Murphy LLP with respect to the
              securities being registered,
              including consent.

    23.1      Consent of counsel (included in
              Exhibit 5).

    23.2      Consent of Deloitte & Touche, LLP

    23.3      Consent of Porter Keadle Moore, LLP

    23.4      Consent of Banks, Finley, White & Co.

     24       Power of Attorney (see signature
              pages to this Registration
              Statement).

 Exhibit 5

                        September 2, 1999

 Citizens Bancshares Corporation
 75 Piedmont Avenue, N.E.
 Atlanta, Georgia  30202

           Re:  Registration Statement on Form S-8
                Citizens Bancshares Corporation
                Citizens Bancshares Corporation Employee Stock
 Purchase Plan

 Ladies and Gentlemen:

      We have served as counsel for Citizens Bancshares
 Corporation, a Georgia corporation (the "Company"), in
 connection with the registration under the Securities Act of
 1933, as amended, pursuant to a Registration Statement on Form
 S-8 (the "Registration Statement"), of an aggregate of 324,610
 shares (the "Shares") of common stock, $1.00 par value, of the
 Company, to be offered and sold by the Company pursuant to the
 Citizens Bancshares Corporation Employee Stock Purchase Plan
 (the "Plan").

      We have examined and are familiar with originals or copies
 (certified, photostatic or otherwise identified to our
 satisfaction) of such documents, corporate records and other
 instruments relating to the incorporation of the Company and
 the authorization of the shares to be issued pursuant to the
 Plan as we have deemed necessary and advisable.  In such
 examinations, we have assumed the genuineness of all signatures
 on all originals and copies of documents we have examined, the
 authenticity of all documents submitted to us as originals and
 the conformity to original documents of all certified,
 conformed or photostatic copies.  As to questions of fact
 material and relevant to our opinion, we have relied upon
 certificates or representations of Company officials and of
 appropriate governmental officials.

      We express no opinion as to matters under or involving the
 laws of any jurisdiction other than the corporate law of the
 State of Georgia.

      Based upon and subject to the foregoing and having regard
 for such legal considerations as we have deemed relevant, it is
 our opinion that:

1.   The Shares have been duly authorized; and

2.   Upon the issuance and delivery of the Shares and payment
 therefor as provided in the Plan and as contemplated by the
 Registration Statement, such Shares will be legally and validly
 issued, fully paid and non-assessable.

      We hereby consent to the filing of this opinion as Exhibit
 5 to the Registration Statement.

                               Very truly yours,

                          /s/ Powell, Goldstein, Frazer & Murphy

                          POWELL, GOLDSTEIN, FRAZER & MURPHY LLP

 Exhibit 23.2

 INDEPENDENT AUDITORS' CONSENT

 We consent to the incorporation by reference in this
 Registration Statement of Citizens Bancshares Corporation on
 Form S-8 of our report dated March 25, 1999, appearing in the
 Annual Report on Form 10-KSB of Citizens Bancshares Corporation
 for the year ended December 31, 1998.

 /s/ DELOITTE & TOUCHE LLP
 Atlanta Georgia

 September 1, 1999

 Exhibit 23.3

 INDEPENDENT AUDITORS' CONSENT

 We have issued our report dated November 23, 1998, accompanying
 the consolidated financial statements of Citizens Bancshares
 Corporation and subsidiary appearing in the 1997 Annual Report
 of the Company to its shareholders included in the Annual
 Report on Form 10-KSB for the year ended December 31, 1997
 which is incorporated by reference in this Form S-8
 Registration Statement.  We consent to the incorporation by
 reference in this Form S-8 Registration Statement of the
 aforementioned report and to the use of our name as it appears
 under the caption "Expert."

 /s/ PORTER KEADLE MOORE, LLP
 Atlanta, Georgia

 September 3, 1999

 Exhibit 23.4

 INDEPENDENT AUDITORS' CONSENT

 We consent to the incorporation by reference in this
 Registration Statement of Citizens Bancshares Corporation on
 Form S-8 of our report on the consolidated financial statements
 of First Southern Bancshares and subsidiaries as of and for the
 two years ended December 31, 1997 dated February 6, 1998,
 appearing in the Annual Report on Form 10-KSB of Citizens
 Bancshares Corporation for the year ended December 31, 1998.

 /s/ BANKS, FINLEY, WHITE & CO.
 Atlanta Georgia

 September 3, 1999