8-K/A

             SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C 20549
                              
                        FORM 8-K/A(1)
                              
                       CURRENT REPORT
             PURSUANT TO SECTION 13 OR 15(d) OF
             THE SECURITIES EXCHANGE ACT OF 1934
                              
Date of Report:     September 6, 1996


               Citizens Bancshares Corporation
   (Exact name of registrant as specified in its charter)


        Georgia                      0-14535                 58-1631302
(State or other jurisdiction       (Commission              (IRS Employer
 of incorporation)                  File Number)             Identification No.)


175 John Wesley Dobbs Avenue, N.E,. Atlanta , Georgia               30303   
(Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code:    (404) 659 - 5959


Item 4.   Changes in Registrant's Certifying Accountant.

(a)  Previous independent accountants

 (i)      On September 3, 1996, Citizens Bancshares dismissed KPMG Peat Marwick
          LLP as its independent accountants.

 (ii)     The reports of KPMG Peat Marwick LLP on the financial statements for
          the past two fiscal years contained no adverse opinion or disclaimer
          of opinion and were not qualified or modified as to uncertainty, audit
          scope or accounting principle.

 (iii)    The Registrant's Audit Committee participated in and approved the 
          decision to change independent accountants.

 (iv)     In connection with its audits for the two most recent fiscal years
          through September 3, 1996, there have been no disagreements with
          KPMG Peat Marwick LLP on any matter of accounting principles or
          practices, financial statement disclosure, or auditing scope or
          procedure, which disagreements if not resolved to the satisfaction 
          of KPMG Peat Marwick LLP would have caused them to make reference
          thereto in their report on the financial statements for such years.

 (v)      During the two most recent fiscal years and through September 3, 1996,
          there have been no reportable events (as defined in Regulation S-K 
          Item 304(a)(1)(v)).

 (vi)     The Registrant has requested that KPMG Peat Marwick LLP furnish it
          with a letter addressed to the SEC stating whether or not it agrees
          with the above statements.  A copy of such letter, dated September 9,
          1996, is filed as Exhibit 1 to this Form 8-K/A(1). 

(b)  New independent accountants

 (I)      The Registrant engaged Porter Keadle Moore, LLP as its new independent
          accountants as of September 3, 1996.  During the two most recent 
          fiscal years and through September 3, 1996, the Registrant has not
          consulted with Porter Keadle Moore, LLP on items which (1) were or
          should have been subject to SAS 50 or (2) concerned the subject matter
          of a disagreement or reportable event with the former auditor, (as 
          described in Regulation S-K Item 304(a)(2)). 


                            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 hereunto duly authorized.


September 11, 1996            CITIZENS BANCSHARES CORPORATION

                              By:  /s/ William L. Gibbs
                                   William L. Gibbs
                                   President and Chief Executive Officer        

EX-1

  
  
  
  September 9, 1996
  
  
  
  
  
  
  Securities and Exchange Commission
  Washington, DC 20549
  
  Ladies and Gentlemen:
  
  We were previously principal accountants for Citizens Bancshares Corporation
  and, under the date of February 9, 1996, we reported on the consolidated
  financial statements of Citizens Bancshares Corporation and subsidiaries as
  of and for the years ended December 31, 1995 and 1994.  On September
  3, 1996 our appointment as principal accountants was terminated.  We have
  read Citizens Bancshares Corporation's statements included under item 4 of
  its Form 8-K dated September 6, 1996 and we agree with such statements,
  except that we are not in a position to agree or disagree with Citizens
  Bancshares Corporation's statements under item 4(a)(iii) and the statements
  under item 4(b)(I) regarding new independent accountants.
  
  
                                               Very truly yours,
                                               KPMG Peat Marwick LLP