SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                           SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

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[ ]  Preliminary Proxy Statement
[ ]  Definitive Proxy Statement
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                             Citizens Holding Company
- --------------------------------------------------------------------------------
               (Name of Registrant As Specified In Its Charter)
                       _________________________________

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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     Item 22(a)(2) of Schedule 14A.
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March 29, 2001



Dear Stockholder:

Included with this package are your 2000 Annual Report, Definitive Proxy
Statement and Proxy Card for the Citizens Holding Company Annual Meeting to be
held on May 1, 2001.  Please take the time to review these materials carefully.

You will note that this year we have a proposal in our Proxy Statement brought
by a stockholder for your consideration.  This proposal requests that the Board
of Directors promptly proceed to sell the Company by retaining an investment
banking firm to solicit offers to buy the Company and to establish a special
committee of the Board to recommend to the full Board the best available offer
to purchase the Company.  YOUR BOARD OF DIRECTORS HAS CAREFULLY REVIEWED THIS
PROPOSAL AND UNANIMOUSLY HAS DETERMINED THAT IT IS NOT IN THE BEST INTEREST OF
OUR STOCKHOLDERS.

The assertions made in the stockholder's proposal are at this time outdated.
The comparisons that he uses to justify a sale of the Company are no longer
relevant in today's market and, in my opinion, would be difficult to attain.

Everyone has been following the recent declines in the stock market.  I would
like to share with you, however, some statistics specifically on bank merger
activity provided to the Company by The Carson Medlin Company, an investment
banking firm in Raleigh, North Carolina.

     -  The number of completed mergers involving banks in the United States
        with assets of $250 million to $1 billion has fallen from 49 in 1999
        to 34 in 2000 to 7 in 2001.

     -  The average price of these completed mergers as a percentage of the
        average book value of the banks involved in the mergers has decreased
        dramatically from 277.7% in 1999 to 236.9% in 2000 to 159.2% in 2001.

Your Company has invested considerable time and money readying itself for future
growth.  This investment in people and equipment will serve to facilitate
expansion and in the end return value to its shareholders.  This proposal, which
in effect seeks short-term financial gain for the proponent, in my opinion,
jeopardizes the work done to get to this point. In the opinion of the Board of
Directors, now is not the time to place a for sale sign on the Company.
THEREFORE, THE BOARD OF DIRECTORS OF THE COMPANY RESPECTFULLY SUBMITS THAT YOU
VOTE "AGAINST" THIS PROPOSAL.


It is important that you complete the enclosed proxy card and return it as soon
as possible to our transfer agent in the enclosed return envelope.  We suggest
that you return your proxy even if you intend to attend the meeting in person.
If you want to change your vote after returning your proxy, you can do so at any
time prior to the actual vote at the meeting.

Thank you in advance for your review of these materials and the timely return of
your proxy card.

Sincerely,

/s/ Steve Webb


Steve Webb
Chairman, President and Chief Executive Officer