<PAGE>

     As filed with the Securities and Exchange Commission on June 3, 2002
                                                    Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                            CITIZENS HOLDING COMPANY
             (Exact Name of Registrant as Specified in Its Charter)

          MISSISSIPPI                                        64-0666512
  (State or Other Jurisdiction                            (I.R.S. Employer
of Incorporation or Organization)                        Identification No.)

           521 MAIN STREET                                      39350
      PHILADELPHIA, MISSISSIPPI                               (Zip Code)
(Address of Principal Executive Offices)

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

                    1999 DIRECTORS' STOCK COMPENSATION PLAN
                                      and
                    1999 EMPLOYEES' LONG-TERM INCENTIVE PLAN
                           (Full Title of the Plans)

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

                                   STEVE WEBB
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                            CITIZENS HOLDING COMPANY
                                521 MAIN STREET
                        PHILADELPHIA, MISSISSIPPI  39350
                                 (601) 656-4692
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================================
                                                                  PROPOSED                PROPOSED
                                            AMOUNT                MAXIMUM                 MAXIMUM
        TITLE OF SECURITIES                 TO BE                 OFFERING               AGGREGATE           AMOUNT OF
         TO BE REGISTERED              REGISTERED(1)(2)      PRICE PER SHARE(3)      OFFERING PRICE(3)    REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                  <C>                      <C>                    <C>
Common Stock, par value $.20 per           452,418                   $15.15             $6,854,133             $631
 share(4)
==============================================================================================================================
</TABLE>

(1) This Registration Statement shall also cover any additional shares of
    common stock which become issuable under the plans being registered pursuant
    to this Registration Statement by reason of any stock dividend or stock
    split or as the result of other anti-dilution provisions in the plans,
    pursuant to Rule 416 of the Securities Act of 1933, as amended (the
    "Securities Act").

(2) Comprised of (i) 105,000 shares (split adjusted) issuable upon exercise of
    options granted or common stock to be issued for option grants or awards of
    incentives under the 1999 Directors' Stock Compensation Plan, and (ii)
    347,418 shares (split adjusted) issuable upon exercise of options granted or
    common stock to be issued for option grants or awards of incentives under
    the 1999 Employees' Long-Term Incentive Plan.

(3) Estimated solely for purposes of calculating the amount of the registration
    fee, pursuant to Rule 457(c) and (h) of the Securities Act and based upon
    the average of the high and low sales prices reported on the American Stock
    Exchange reporting system on May 28, 2002.

(4) Each share of common stock includes rights to purchase common stock.  This
    Registration Statement shall also cover such rights and the registration fee
    for these securities is included in the fee for the common stock.
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

* ITEM 1.  PLAN INFORMATION.

* ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     *The information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act and the Note to Part I of Form
S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by Citizens Holding Company (the "Company")
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated in this registration statement by reference:

     (1) Company's Annual Report on Form 10-K (Commission File No. 001-15375)
for the fiscal year ended December 31, 2001, filed with the Commission on March
28, 2002;

     (2) Company's Quarterly Report on Form 10-Q (Commission File No. 001-15375)
for the quarter ended March 31, 2002;

     (3) Company's Current Reports on Form 8-K (Commission File No. 001-15375),
filed with the Commission on January 28, 2002, January 30, 2002, March 13, 2002
and April 23, 2002;

     (4) The description of the Company's common stock, par value $.20 per share
(the "Common Stock") on Form 8-A (Commission File No. 001-15375), filed with the
Commission on October 7, 1999 and including any other amendments or reports
filed for the purpose of updating such description; and

     (5) The description of the rights associated with the Company's Common
Stock included as Exhibit 4 to the Company's Registration Statement on Form 10
(Registration Statement No. 000-25221) filed with the Commission on June 21,
1999 and including any other amendments or reports filed for the purpose of
updating such description.

     In addition, all documents subsequently filed with the Commission by
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior
to the filing by Company of a post-effective amendment which indicates that all
securities offered hereby have been sold, or

                                     II-1
<PAGE>

which deregisters all 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 such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statements so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

ITEM 4.    DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Mississippi Business Corporation Act ("MBCA") contains provisions that
directly affect the liability of officers and directors of Mississippi
corporations to the corporations and stockholders whom they serve.  Article 8,
Subarticle E of the MBCA permits Mississippi corporations to indemnify officers
and directors, as well as certain other individuals who act on behalf of such
corporations. Article 8, Subarticle C sets forth the standards of conduct
required for directors, and Article 8, Subarticle D sets forth the standards of
conduct of officers of Mississippi corporations.

     Section 79-4-8.30 of the MBCA provides that directors of Mississippi
corporations are required to discharge the duties of their positions in good
faith, with the care that an ordinarily prudent person would exercise under
similar circumstances in like positions and in a manner reasonably believed to
be in the best interests of the corporation.  This section specifically provides
that in considering the best interests of the corporation, the director must
consider the interests of the corporation's shareholders.  A director is allowed
to rely in good faith on information provided to him by the corporation's
officers, legal counsel, accountants, other experts and board committees on
which he is not a member.  Section 79-4-8.42 imposes the same standards of
conduct on officers of Mississippi corporations, except there is no specific
provision regarding the interests of the shareholders.  Officers are allowed to
rely in good faith on information provided to them by other officers, legal
counsel, accountants and other experts.  If directors and officers perform their
duties in compliance with these sections, they will not be liable for any
action, or failure to take action, taken in the performance of their duties.

     Section 79-4-8.33 imposes personal liability of directors to the
corporation and its shareholders for distributions made in excess of standards
established by Mississippi law or in the corporation's articles of
incorporation. The MBCA also provides that a director cannot be indemnified, as
allowed by the provisions of the MBCA discussed below, in circumstances where,
in his performance as a director, he has received a financial benefit to which
he is not

                                     II-2
<PAGE>

entitled, he intentionally inflicts harm on the corporation or its shareholders
or he intentionally violates any criminal law. Section 79-4-2.02(b)(5) permits
the corporation to include an obligatory indemnification for directors in its
articles of incorporation for all acts other than those outlined above.

     Article VI of the Company's bylaws complies with the permitted
indemnification provision of Section 79-4-2.02(b)(5). The personal liability of
a director of the Company is eliminated unless he breaches his duty of loyalty
to the corporation or its shareholders, commits acts or omissions not in good
faith, or which involve intentional misconduct or knowing violation of law,
permits unlawful distributions or receives an improper personal benefit from any
transaction. Article VI, Section 6.05 of the Company's bylaws further permits
the Company to advance all expenses for defense of a director in any lawsuit
brought against a director in his capacity as a director. The MBCA specifically
provides, in Section 79-4-8.53 that such advances are allowed by Mississippi
law. Such advances may be made under the MBCA only after a determination that
the director met all relevant standards of conduct.

     Section 79-4-8.51 of the MBCA permits a Mississippi corporation to
indemnify any officer to the same extent as to a director. Article VI, Section
6.01 of the Company's bylaws provides that any person who is or was a party or
is threatened to be made a party to any action, suit or proceeding by reason of
the fact that he or she was a director, officer, employee or agent of the
corporation, or was serving at the request of the corporation in one of those
capacities for another business, may be indemnified to the fullest extent
allowed by law against all expense, liability and loss (including attorneys'
fees, judgments, fines and amounts paid in settlement) reasonably incurred by
such persons.

     Indemnification of officers and directors against reasonable expenses is
mandatory under Section 79-4-8.52 of the MBCA to the extent the officer or
director is successful on the merits or otherwise in the defense of any action
or suit against him giving rise to a claim of indemnification.

     Section 79-4-8.57 permits a Mississippi corporation to purchase and
maintain insurance on behalf of its officers and directors, against liability
asserted against or incurred by them in their capacities as officers or
directors, whether or not the corporation would have the power to indemnify such
officers or directors or advance funds for the same liability. Article VI,
Section 6.07 of the Company's bylaws permits the Company to obtain such
insurance.

     MBCA treats suits by or in the right of the corporation, or derivative
suits, differently from other legal actions. Indemnification is not permitted in
a derivative action, except for reasonable expenses incurred in connection with
the proceeding if the officer or director has met the relevant standards of
conduct.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

                                     II-3
<PAGE>

ITEM 8.    EXHIBITS.

     4.1  Citizens Holding Company 1999 Directors' Stock Compensation Plan
          (included as Exhibit 10(a) to the Company's Registration Statement on
          Form 10, filed with the Commission on June 21, 1999 (Commission File
          No. 000-25221), which is  incorporated herein by this reference).

     4.2  Amendment No. 1 to the 1999 Directors' Stock Compensation Plan

     4.3  Citizens Holding Company 1999 Employees' Long-Term Incentive Plan
          (included as Exhibit 10(b) to the Company's Registration Statement on
          Form 10, filed with the Commission on June 21, 1999 (Commission File
          No. 000-25221), which is incorporated herein by this reference).

     4.4  Amendment No. 1 to the 1999 Employees' Long-Term Incentive Plan

     5    Opinion of Phelps Dunbar LLP

    23.1  Consent of Horne CPA Group

    23.2  Consent of Phelps Dunbar LLP (included in Exhibit 5)

    24.1  Powers of Attorney (included on the signature page of this
          Registration Statement)

ITEM 9.    UNDERTAKINGS.

     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.  Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
     price represent no more than 20% change in the maximum aggregate offering
     price set forth in the "Calculation of Registration Fee" table in the
     effective registration statement; and

                                     II-4
<PAGE>

          (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
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by 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 that remain unsold at the termination of
the offering.

     (4) 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 that is incorporated by reference in this 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.

     (5) 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-5
<PAGE>

                                   SIGNATURES

The Registrant.

     Pursuant to the requirements of the Securities Act, 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Philadelphia, State of Mississippi, on this 28th day
of May, 2002.

                                     CITIZENS HOLDING COMPANY

                                     By:  /s/ Steve Webb
                                          -----------------------------------
                                          Chairman, Chief Executive Officer
                                          and Director


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints Steve Webb and Robert T. Smith, each
of them severally, each of whom may act without joinder of the other, as his
true and lawful attorneys-in-fact and agents, with full power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign
this Registration Statement and any and all amendments (including post-effective
amendments) thereto, and all documents in connection therewith and all
instruments necessary, appropriate or advisable to enable the Company to comply
with the Securities Act of 1933, as amended, and other federal and state
securities laws, in connection with the Citizens Holding Company 1999 Directors'
Stock Compensation Plan and Citizens Holding Company 1999 Employees' Long-Term
Incentive Plan, and to file any such documents or instruments with the
Securities and Exchange Commission, and to do and perform each and every act and
thing requisite and necessary to be done, as fully and for all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them or their substitutes may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

  Signature                                    Title          Date
  ---------                                    -----          ----


/s/ Steve Webb             Chairman, Chief Executive      May 28, 2002
----------------------        Officer and Director
Steve Webb               (Principal Executive Officer)


/s/ Robert T. Smith                Treasurer              May 28, 2002
----------------------     (Principal Financial and
Robert T. Smith               Accounting Officer)

                                     II-6
<PAGE>

/s/ M. G. Bond                     Director                   May 28, 2002
----------------------
M. G. Bond


/s/ Karl Brantley                  Director                   May 28, 2002
----------------------
Karl Brantley


/s/ Willis W. Dungan               Director                   May 28, 2002
----------------------
Willis W. Dungan


/s/ Don L. Fulton                  Director                   May 28, 2002
----------------------
Don L. Fulton


/s/ Donald L. Kilgore              Director                   May 28, 2002
----------------------
Donald L. Kilgore


/s/ David A. King                  Director                   May 28, 2002
----------------------
David A. King


/s/ Herbert A. King                Director                   May 28, 2002
----------------------
Herbert A. King


/s/ George R. Mars                 Director                   May 28, 2002
----------------------
George R. Mars


/s/ William M. Mars                Director                   May 28, 2002
----------------------
William M. Mars


/s/ Greg L. McKee                  President                  May 28, 2002
----------------------             and Director
Greg L. McKee


/s/ David P. Webb                  Director                   May 28, 2002
----------------------
David P. Webb

                                     II-7
<PAGE>

                                 EXHIBIT INDEX

EXHIBIT
NUMBER    DOCUMENT DESCRIPTION

 4.1*     Citizens Holding Company 1999 Directors' Stock Compensation Plan
          (included as Exhibit 10(a) to the Company's Registration Statement on
          Form 10, filed with the Commission on June 21, 1999 (Commission File
          No. 000-25221), which is  incorporated herein by this reference).

 4.2      Amendment No. 1 to the 1999 Directors' Stock Compensation Plan

 4.3*     Citizens Holding Company 1999 Employees' Long-Term Incentive Plan
          (included as Exhibit 10(b) to the Company's Registration Statement on
          Form 10, filed with the Commission on June 21, 1999 (Commission File
          No. 000-25221), which is incorporated herein by this reference).

 4.4      Amendment No. 1 to the 1999 Employees' Long-Term Incentive Plan

 5        Opinion of Phelps Dunbar LLP

23.1      Consent of Horne CPA Group

23.2      Consent of Phelps Dunbar LLP (included in Exhibit 5)

24.1      Powers of Attorney (included on the signature page of this
          Registration Statement)

 *        Incorporated herein by reference as indicated.
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 23560}]
{"company-data": {"conformed-name": "CITIZENS HOLDING CO /MS/", "cik": "0001075706", "assigned-sic": "6022", "irs-number": "640666512", "state-of-incorporation": "MS", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89680", "film-number": "02668952"}, "business-address": {"street1": "P O BOX 209", "city": "PHILADELPHIA", "state": "MS", "zip": "39350", "phone": "6016564692"}, "mail-address": {"street1": "P O BOX 209", "city": "PHILADELPHIA", "state": "MS", "zip": "39350"}}
As filed with the Securities and Exchange Commission on June 3, 2002
                                                    Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                            CITIZENS HOLDING COMPANY
             (Exact Name of Registrant as Specified in Its Charter)

          MISSISSIPPI                                        64-0666512
  (State or Other Jurisdiction                            (I.R.S. Employer
of Incorporation or Organization)                        Identification No.)

           521 MAIN STREET                                      39350
      PHILADELPHIA, MISSISSIPPI                               (Zip Code)
(Address of Principal Executive Offices)

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

                    1999 DIRECTORS' STOCK COMPENSATION PLAN
                                      and
                    1999 EMPLOYEES' LONG-TERM INCENTIVE PLAN
                           (Full Title of the Plans)

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

                                   STEVE WEBB
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                            CITIZENS HOLDING COMPANY
                                521 MAIN STREET
                        PHILADELPHIA, MISSISSIPPI  39350
                                 (601) 656-4692
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)

                        CALCULATION OF REGISTRATION FEE
============================================================================================================================
                                                                  PROPOSED                PROPOSED
                                            AMOUNT                MAXIMUM                 MAXIMUM
        TITLE OF SECURITIES                 TO BE                 OFFERING               AGGREGATE           AMOUNT OF
         TO BE REGISTERED              REGISTERED(1)(2)      PRICE PER SHARE(3)      OFFERING PRICE(3)    REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.20 per           452,418                   $15.15             $6,854,133             $631
 share(4)
==============================================================================================================================
(1) This Registration Statement shall also cover any additional shares of
    common stock which become issuable under the plans being registered pursuant
    to this Registration Statement by reason of any stock dividend or stock
    split or as the result of other anti-dilution provisions in the plans,
    pursuant to Rule 416 of the Securities Act of 1933, as amended (the
    "Securities Act").

(2) Comprised of (i) 105,000 shares (split adjusted) issuable upon exercise of
    options granted or common stock to be issued for option grants or awards of
    incentives under the 1999 Directors' Stock Compensation Plan, and (ii)
    347,418 shares (split adjusted) issuable upon exercise of options granted or
    common stock to be issued for option grants or awards of incentives under
    the 1999 Employees' Long-Term Incentive Plan.

(3) Estimated solely for purposes of calculating the amount of the registration
    fee, pursuant to Rule 457(c) and (h) of the Securities Act and based upon
    the average of the high and low sales prices reported on the American Stock
    Exchange reporting system on May 28, 2002.

(4) Each share of common stock includes rights to purchase common stock.  This
    Registration Statement shall also cover such rights and the registration fee
    for these securities is included in the fee for the common stock.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

* ITEM 1.  PLAN INFORMATION.

* ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     *The information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act and the Note to Part I of Form
S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by Citizens Holding Company (the "Company")
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated in this registration statement by reference:

     (1) Company's Annual Report on Form 10-K (Commission File No. 001-15375)
for the fiscal year ended December 31, 2001, filed with the Commission on March
28, 2002;

     (2) Company's Quarterly Report on Form 10-Q (Commission File No. 001-15375)
for the quarter ended March 31, 2002;

     (3) Company's Current Reports on Form 8-K (Commission File No. 001-15375),
filed with the Commission on January 28, 2002, January 30, 2002, March 13, 2002
and April 23, 2002;

     (4) The description of the Company's common stock, par value $.20 per share
(the "Common Stock") on Form 8-A (Commission File No. 001-15375), filed with the
Commission on October 7, 1999 and including any other amendments or reports
filed for the purpose of updating such description; and

     (5) The description of the rights associated with the Company's Common
Stock included as Exhibit 4 to the Company's Registration Statement on Form 10
(Registration Statement No. 000-25221) filed with the Commission on June 21,
1999 and including any other amendments or reports filed for the purpose of
updating such description.

     In addition, all documents subsequently filed with the Commission by
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior
to the filing by Company of a post-effective amendment which indicates that all
securities offered hereby have been sold, or

                                     II-1
which deregisters all 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 such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statements so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

ITEM 4.    DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Mississippi Business Corporation Act ("MBCA") contains provisions that
directly affect the liability of officers and directors of Mississippi
corporations to the corporations and stockholders whom they serve.  Article 8,
Subarticle E of the MBCA permits Mississippi corporations to indemnify officers
and directors, as well as certain other individuals who act on behalf of such
corporations. Article 8, Subarticle C sets forth the standards of conduct
required for directors, and Article 8, Subarticle D sets forth the standards of
conduct of officers of Mississippi corporations.

     Section 79-4-8.30 of the MBCA provides that directors of Mississippi
corporations are required to discharge the duties of their positions in good
faith, with the care that an ordinarily prudent person would exercise under
similar circumstances in like positions and in a manner reasonably believed to
be in the best interests of the corporation.  This section specifically provides
that in considering the best interests of the corporation, the director must
consider the interests of the corporation's shareholders.  A director is allowed
to rely in good faith on information provided to him by the corporation's
officers, legal counsel, accountants, other experts and board committees on
which he is not a member.  Section 79-4-8.42 imposes the same standards of
conduct on officers of Mississippi corporations, except there is no specific
provision regarding the interests of the shareholders.  Officers are allowed to
rely in good faith on information provided to them by other officers, legal
counsel, accountants and other experts.  If directors and officers perform their
duties in compliance with these sections, they will not be liable for any
action, or failure to take action, taken in the performance of their duties.

     Section 79-4-8.33 imposes personal liability of directors to the
corporation and its shareholders for distributions made in excess of standards
established by Mississippi law or in the corporation's articles of
incorporation. The MBCA also provides that a director cannot be indemnified, as
allowed by the provisions of the MBCA discussed below, in circumstances where,
in his performance as a director, he has received a financial benefit to which
he is not

                                     II-2
entitled, he intentionally inflicts harm on the corporation or its shareholders
or he intentionally violates any criminal law. Section 79-4-2.02(b)(5) permits
the corporation to include an obligatory indemnification for directors in its
articles of incorporation for all acts other than those outlined above.

     Article VI of the Company's bylaws complies with the permitted
indemnification provision of Section 79-4-2.02(b)(5). The personal liability of
a director of the Company is eliminated unless he breaches his duty of loyalty
to the corporation or its shareholders, commits acts or omissions not in good
faith, or which involve intentional misconduct or knowing violation of law,
permits unlawful distributions or receives an improper personal benefit from any
transaction. Article VI, Section 6.05 of the Company's bylaws further permits
the Company to advance all expenses for defense of a director in any lawsuit
brought against a director in his capacity as a director. The MBCA specifically
provides, in Section 79-4-8.53 that such advances are allowed by Mississippi
law. Such advances may be made under the MBCA only after a determination that
the director met all relevant standards of conduct.

     Section 79-4-8.51 of the MBCA permits a Mississippi corporation to
indemnify any officer to the same extent as to a director. Article VI, Section
6.01 of the Company's bylaws provides that any person who is or was a party or
is threatened to be made a party to any action, suit or proceeding by reason of
the fact that he or she was a director, officer, employee or agent of the
corporation, or was serving at the request of the corporation in one of those
capacities for another business, may be indemnified to the fullest extent
allowed by law against all expense, liability and loss (including attorneys'
fees, judgments, fines and amounts paid in settlement) reasonably incurred by
such persons.

     Indemnification of officers and directors against reasonable expenses is
mandatory under Section 79-4-8.52 of the MBCA to the extent the officer or
director is successful on the merits or otherwise in the defense of any action
or suit against him giving rise to a claim of indemnification.

     Section 79-4-8.57 permits a Mississippi corporation to purchase and
maintain insurance on behalf of its officers and directors, against liability
asserted against or incurred by them in their capacities as officers or
directors, whether or not the corporation would have the power to indemnify such
officers or directors or advance funds for the same liability. Article VI,
Section 6.07 of the Company's bylaws permits the Company to obtain such
insurance.

     MBCA treats suits by or in the right of the corporation, or derivative
suits, differently from other legal actions. Indemnification is not permitted in
a derivative action, except for reasonable expenses incurred in connection with
the proceeding if the officer or director has met the relevant standards of
conduct.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

                                     II-3
ITEM 8.    EXHIBITS.

     4.1  Citizens Holding Company 1999 Directors' Stock Compensation Plan
          (included as Exhibit 10(a) to the Company's Registration Statement on
          Form 10, filed with the Commission on June 21, 1999 (Commission File
          No. 000-25221), which is  incorporated herein by this reference).

     4.2  Amendment No. 1 to the 1999 Directors' Stock Compensation Plan

     4.3  Citizens Holding Company 1999 Employees' Long-Term Incentive Plan
          (included as Exhibit 10(b) to the Company's Registration Statement on
          Form 10, filed with the Commission on June 21, 1999 (Commission File
          No. 000-25221), which is incorporated herein by this reference).

     4.4  Amendment No. 1 to the 1999 Employees' Long-Term Incentive Plan

     5    Opinion of Phelps Dunbar LLP

    23.1  Consent of Horne CPA Group

    23.2  Consent of Phelps Dunbar LLP (included in Exhibit 5)

    24.1  Powers of Attorney (included on the signature page of this
          Registration Statement)

ITEM 9.    UNDERTAKINGS.

     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.  Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
     price represent no more than 20% change in the maximum aggregate offering
     price set forth in the "Calculation of Registration Fee" table in the
     effective registration statement; and

                                     II-4
(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
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by 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 that remain unsold at the termination of
the offering.

     (4) 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 that is incorporated by reference in this 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.

     (5) 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-5
SIGNATURES

The Registrant.

     Pursuant to the requirements of the Securities Act, 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Philadelphia, State of Mississippi, on this 28th day
of May, 2002.

                                     CITIZENS HOLDING COMPANY

                                     By:  /s/ Steve Webb
                                          -----------------------------------
                                          Chairman, Chief Executive Officer
                                          and Director

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints Steve Webb and Robert T. Smith, each
of them severally, each of whom may act without joinder of the other, as his
true and lawful attorneys-in-fact and agents, with full power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign
this Registration Statement and any and all amendments (including post-effective
amendments) thereto, and all documents in connection therewith and all
instruments necessary, appropriate or advisable to enable the Company to comply
with the Securities Act of 1933, as amended, and other federal and state
securities laws, in connection with the Citizens Holding Company 1999 Directors'
Stock Compensation Plan and Citizens Holding Company 1999 Employees' Long-Term
Incentive Plan, and to file any such documents or instruments with the
Securities and Exchange Commission, and to do and perform each and every act and
thing requisite and necessary to be done, as fully and for all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them or their substitutes may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

  Signature                                    Title          Date
  ---------                                    -----          ----

/s/ Steve Webb             Chairman, Chief Executive      May 28, 2002
----------------------        Officer and Director
Steve Webb               (Principal Executive Officer)

/s/ Robert T. Smith                Treasurer              May 28, 2002
----------------------     (Principal Financial and
Robert T. Smith               Accounting Officer)

                                     II-6
/s/ M. G. Bond                     Director                   May 28, 2002
----------------------
M. G. Bond

/s/ Karl Brantley                  Director                   May 28, 2002
----------------------
Karl Brantley

/s/ Willis W. Dungan               Director                   May 28, 2002
----------------------
Willis W. Dungan

/s/ Don L. Fulton                  Director                   May 28, 2002
----------------------
Don L. Fulton

/s/ Donald L. Kilgore              Director                   May 28, 2002
----------------------
Donald L. Kilgore

/s/ David A. King                  Director                   May 28, 2002
----------------------
David A. King

/s/ Herbert A. King                Director                   May 28, 2002
----------------------
Herbert A. King

/s/ George R. Mars                 Director                   May 28, 2002
----------------------
George R. Mars

/s/ William M. Mars                Director                   May 28, 2002
----------------------
William M. Mars

/s/ Greg L. McKee                  President                  May 28, 2002
----------------------             and Director
Greg L. McKee

/s/ David P. Webb                  Director                   May 28, 2002
----------------------
David P. Webb

                                     II-7
EXHIBIT INDEX

EXHIBIT
NUMBER    DOCUMENT DESCRIPTION

 4.1*     Citizens Holding Company 1999 Directors' Stock Compensation Plan
          (included as Exhibit 10(a) to the Company's Registration Statement on
          Form 10, filed with the Commission on June 21, 1999 (Commission File
          No. 000-25221), which is  incorporated herein by this reference).

 4.2      Amendment No. 1 to the 1999 Directors' Stock Compensation Plan

 4.3*     Citizens Holding Company 1999 Employees' Long-Term Incentive Plan
          (included as Exhibit 10(b) to the Company's Registration Statement on
          Form 10, filed with the Commission on June 21, 1999 (Commission File
          No. 000-25221), which is incorporated herein by this reference).

 4.4      Amendment No. 1 to the 1999 Employees' Long-Term Incentive Plan

 5        Opinion of Phelps Dunbar LLP

23.1      Consent of Horne CPA Group

23.2      Consent of Phelps Dunbar LLP (included in Exhibit 5)

24.1      Powers of Attorney (included on the signature page of this
          Registration Statement)

 *        Incorporated herein by reference as indicated.