SecProbe.io

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Mail Stop 4561

								September 2, 2005

By U.S. Mail and facsimile to 601-656-4183

Robert T. Smith
Chief Financial Officer
Citizens Holding Company
521 Main Street
Philadelphia, MS  39350

Re:	Citizens Holdings Company
	Form 10-K for the Fiscal Year Ended December 31, 2004
	File No. 001-15375

Dear Mr. Regan:

      We have limited our review of your filing to the issue we
have
addressed in our comments.  Please be as detailed as necessary in
your explanation.  In some of our comments, we may ask you to
provide
us with information so we may better understand your disclosure.
After reviewing this information, we may raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2004

Note 4 -Loans, page 26

1. Your allowance for impaired loans increased significantly from
December 31, 2003 to December 31, 2004, but your total allowance
decreased.  Please tell us the underlying reason for the change in
the composition of the allowance.  In doing so please address the
following:
* The increase in the specific provision portion of the allowance
for
loan losses related to impaired loans
* The decrease in the general portion of the allowance for loan
losses
* The decrease in the ratio of net loans charged-off to average
loans
* The specific changes in the composition and risk of the loan
portfolio by loan category
* * * * *

       Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please file
your
response on EDGAR.  Detailed cover letters greatly facilitate our
review.  Please understand that we may have additional comments
after
reviewing your amendment and responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Matthew Komar (Staff Accountant) at (202)
551-
3781 or me at  (202) 551-3490 if you have questions regarding
comments on the financial statements and related matters.

      Sincerely,

      Don Walker
Senior Assistant
      Chief Accountant
Robert T. Smith
Citizens Holding Company
September 2, 2005
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