8-K

                      SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934


                                January 22, 2002
                Date of Report (Date of earliest event reported)


                            CITIZENS HOLDING COMPANY
           (Exact name of the registrant as specified in its charter)


  MISSISSIPPI                     001-15375                  64-0666512
(State or other            (Commission File Number)        (IRS Employer
jurisdiction of                                         Identification No.)
incorporation)


    521 Main Street, Philadelphia, Mississippi                39350
     (Address of principal executive office)                (Zip Code)


                                 (601) 656-4692
              (Registrant's telephone number, including area code)


Item 7.   Financial Statement and Exhibits.

(a)  Exhibits

            Exhibit 99.1  Press Release dated January 22, 2002

Item 9.  Regulation FD Disclosure.

On January 22, 2002, Citizens Holding Company (the "Company") issued a press
release that announced that a Letter of Intent had been signed with CB&T Capital
Corporation and Citizens Bank and Trust for the purchase of these two companies
by the Company.  The press release announcing this acquisition is attached as
Exhibit 99.1.


                                   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.

                                    CITIZENS HOLDING COMPANY


                                    BY: /s/ Robert T. Smith
                                       -----------------------------------
                                       Robert T. Smith
                                       Treasurer (Chief Financial Officer)


DATE:  January 22, 2002


                                 EXHIBIT INDEX


Exhibit
Number        Description
- ------        -----------

99.1  Press Release dated January 22, 2002

EX-99.1

EXHIBIT 99.1

                 CITIZENS HOLDING COMPANY ANNOUNCES ACQUISITION

PHILADELPHIA, Miss.--(BUSINESS WIRE)--January 22, 2002--Citizens Holding Company
(Amex:CIZ) today announced that it has signed a Letter of Intent to acquire CB&T
Capital Corp. and Citizens Bank and Trust Company of Louisville, Mississippi in
a cash transaction.  The purchase price to be paid by Citizens Holding Company
is tied to the book value of CB&T Capital Corp. at the end of the month
immediately preceding the effective date of the acquisition.  As of September
30, 2001, Citizens Bank & Trust had assets of approximately $70.2 million.  The
acquisition, if completed, will increase the assets of Citizens Holding Company
to approximately $495 million.

Chairman of the Board Steve Webb stated, "The acquisition of CB&T and Citizens
Bank and Trust will allow us to expand into this area of East Central
Mississippi that we believe has potential.  Expanding our service area to the
north is something that we have considered for some time and we feel that this
acquisition is the best way to accomplish this.  We look forward to continuing
to serve the people of Winston County with high quality banking products and
services."

The acquisition is subject to approval by bank regulatory authorities and may
require approval of the shareholders of the CB&T Capital Corp. depending on the
final structure for the transaction. The transaction will be completed promptly
after the receipt of all required approvals.

Citizens Holding Company is a one-bank holding company and the parent company of
The Citizens Bank of Philadelphia, both headquartered in Philadelphia,
Mississippi. The Bank has sixteen banking locations in seven counties in East
Central Mississippi.  In addition to full service commercial banking, the
Company offers mortgage loans, title insurance services through its subsidiary,
Title Services, LLC, and a full range of Internet banking services including
online banking, bill pay and cash management services for businesses.  Internet
services are available at the Bank web site, www.thecitizensbankphila.com.
Citizens Holding Company stock is listed on the American Stock Exchange and is
traded under the symbol CIZ.  The Company's transfer agent is American Stock
Transfer & Trust Company.


Contact:

Citizens Holding Company, Philadelphia
Robert T. Smith, 601/656-4692
Rsmith@netdoor.com