---

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

 

February 24, 2005

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 jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

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

 

(601) 656-4692

(Registrant’s telephone number, including area code)

 

---

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 

---

---

Item 7.01. Regulation FD Disclosure.

 

On February 24, 2005, the Company issued a press release that announced the declaration of a cash dividend of $.16 per share for the Company for the first quarter of 2005. This press release is furnished as Exhibit 99.1 to this Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(c)

Exhibits

 

Exhibit 99.1    Press Release dated February 24, 2005

---

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.

 

 

DATE: February 24, 2005

---

EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Press Release dated February 24, 2005