SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Schedule 13G

                   Under the Securities Exchange Act of 1934
                           (Amendment No.: 6      )*



Name of issuer:                    Citadel Holding Corporation


Title of Class of Securities:      Common Stock


CUSIP Number:                 172862104


     Check the following [space] if a fee is being paid with this
     statement:        .  (A fee is not required only if the filing person: 
     (1) has a previous statement on file reporting beneficial ownership of
     more than five percent of the class of securities described in Item 1;
     and (2) has filed no amendment subsequent thereto reporting beneficial
     ownership of five percent or less of such class.)  (See rule 13d-7.)

     *The remainder of this cover page shall be filled out for a reporting
     person's initial filing on this form with respect to the subject class
     of securities, and for any subsequent amendment containing information
     which would alter the disclosures provided in a prior cover page.

     The information required in the remainder of this cover page shall not
     be deemed to be "filed" for the purpose of Section 18 of the
     Securities Exchange Act of 1934 ("Act") or otherwise subject to the
     liabilities of that section of the Act but shall be subject to all
     other provisions of the Act (however, see the Notes).


(Continued on the following page(s))

                               Page 1 of 4 Pages

13G CUSIP No.: 172862104 Page 2 of 4 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Vanguard/Windsor Fund, Inc. 2. CHECK THE APPROPRIATE [LINE] IF A MEMBER OF A GROUP A. B. X 3. SEC USE ONLY 4. CITIZENSHIP OF PLACE OF ORGANIZATION Maryland (For questions 5-8, report the number of shares beneficially owned by each reporting person with:) 5. SOLE VOTING POWER 447,500 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 447,500 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 447,500 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES N/A 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.78% 12. TYPE OF REPORTING PERSON IV

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________ SCHEDULE 13G Under the Securities Act of 1934 __________ Check the following [line] if a fee is being paid with this statement Item 1(a) - Name of Issuer: Citadel Holding Corporation Item 1(b) - Address of Issuer's Principal Executive Offices: 600 N. Brand Blvd., Glendale, CA 91203 Item 2(a) - Name of Person Filing: Vanguard/Windsor Fund, Inc. Item 2(b) - Title of Class of Securities: Common Stock Item 2(e) - CUSIP Number 172862104 Item 3 - Type of Filing: This statement is being filed pursuant to Rule 13d-1. The person filing is an investment company registered under Section 8 of the Investment Company Act. Item 4 - Ownership: (a) Amount Beneficially Owned: 447,500 (b) Percent of Class: 6.78% Page 3 of 4 Pages

(c) Number of shares as to which such person has: (i) sole power to vote or direct to vote: 447,500 (ii) shared power to vote or direct to vote: -0- (iii) sole power to dispose of or to direct the disposition of: -0- (iv) shared power to dispose or to direct the disposition of: 447,500 Item 5 - Ownership of Five Percent or Less of a Class: Not applicable Item 6 - Ownership of More Than Five Percent on Behalf of Another Person: Not applicable Item 7 - Identification and Classification of the Subsidiary Which Acquired The Security Being Reported on by the Parent Holding Company: Not applicable Item 8 - Identification and Classification of Members of Group: Not applicable Item 9 - Notice of Dissolution of Group: Not applicable Item 10 - Certification: By signing below I certify than, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date 2-10-94 By /s/ Raymond J. Klapinsky Raymond J. Klapinsky Page 4 of 4 Pages