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

                                March 13, 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 Offices)                    (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 March 13, 2002

Item 9.  Regulation FD Disclosure.

On March 13, 2002, Citizens Holding Company issued a press release announcing
that its subsidiary, The Citizens Bank of Philadelphia (the "Bank"), signed an
Agreement and Plan of Share Exchange on March 12, 2002 with CB&T Capital
Corporation and Citizens Bank and Trust Company pursuant to which the Bank will
acquire CB&T Capital Corporation and Citizens Bank and Trust 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/ Steve Webb                      By: /s/ Robert T. Smith
    ------------------------                --------------------------
        Steve Webb                              Robert T. Smith
        Chairman, President &                   Treasurer (Chief
        Chief Executive Officer                 Financial Officer)


Date:  March 13, 2002                   Date:  March 13, 2002



                                 EXHIBIT INDEX


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

99.1          Press Release dated March 13, 2002

EX-99.1

EXHIBIT 99.1

          CITIZENS HOLDING COMPANY SIGNS AGREEMENT TO PURCHASE CB&T
              CAPITAL CORPORATION AND CITIZENS BANK AND TRUST CO.

PHILADELPHIA, Miss.--(BUSINESS WIRE)--March 13, 2002--Citizens Holding Company
(Amex:CIZ) today announced that its subsidiary, The Citizens Bank of
Philadelphia, has signed an Agreement and Plan of Share Exchange pursuant to
which The Citizens Bank of Philadelphia will acquire in a cash transaction CB&T
Capital Corporation and Citizens Bank and Trust Company of Louisville,
Mississippi.  The purchase price to be paid by The Citizens Bank of Philadelphia
is tied to the book value of CB&T Capital Corporation at the end of the month
immediately preceding the effective date of the acquisition.  As of December 31,
2001, Citizens Bank & Trust Company had assets of approximately $69.7 million.
The acquisition, if completed, will increase the assets of Citizens Holding
Company to approximately $495 million.

Chairman of the Board Steve Webb stated, "We are pleased to have this important
step in the acquisition of CB&T and Citizens Bank and Trust completed.  We have
requested approval for this purchase from our regulators and will complete this
transaction promptly upon receipt of all required approvals."

The acquisition is subject to approval by bank regulatory authorities and will
require approval of the shareholders of CB&T Capital Corporation.  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