Mail Stop 4561
								January 17, 2006

By U.S. Mail and Facsimile to (810) 766-6938

Charles D. Christy
Executive Vice President and Chief Financial Officer
Citizens Banking Corporation
328 S. Saginaw Street
Flint, Michigan  48502

Re:	Citizens Banking Corporation
	Form 10-K for Fiscal Year Ended December 31, 2004
      Filed March 16, 2005
	File No. 000-10535

Dear Mr. Christy:

      We have reviewed your response filed with the Commission on
January 10, 2006, and have the following additional comments.
Please
provide us with the requested information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation. 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.

Financial Statements
Note 3. Recent Transactions, page 67

1. Please refer to prior comment 1.  We have considered the facts
set
forth in your response and believe that they do not support branch
sale treatment under SFAS 144.  We note that you sold the
operations
of a legal entity that meet the definition of a component of an
entity under paragraph 41 of SFAS 144 and that discontinued
operations presentation is appropriate.  Please revise your
financial
statements accordingly.



Note 5. Investment Securities, page 70

2. Please refer to prior comment 2. We note that in 2004 you
transferred investments from the available for sale category and
into
trading category.  Paragraph 15 of SFAS 115 stipulates that
transfers
into the trading category should be rare.  We believe rare seems
to
establish a very high threshold, which might be met, for instance,
by
a change in statutory or regulatory requirements.    Please tell
us
management`s reasons for the transfer and the amount reclassified
from other comprehensive income as a result of the transfer.
Also,
please provide us an analysis of the effect of the transfer on the
quarters ended June 30, 2004 and September 30, 2004.

3. Please refer to prior comment 2.  We note that in 2004 you sold
investments in mortgage backed securities which resulted in a
loss.
In your 2003 Form 10-K securities footnote, you stated that
"Citizens
has both the intent and ability to hold the securities with
unrealized losses for a period of time necessary to recover the
amortized cost."  Your history of selling these securities raises
questions regarding management`s intent and ability to hold them
for
a period of time necessary to recover the amortized cost.  Please
explain to us how management`s intent and ability in 2003 changed
resulting in the sale of investments at a loss in 2004 and  how
those
sales effected management`s evaluation of its intent and ability
hold
similar securities at December 30, 2004.

      Where appropriate, please file an amendment in responce to
these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a cover letter with
your
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please file your response via EDGAR.  Please understand
that
we may have additional comments after reviewing your amendment and
responses to our comments.

	You may contact Margaret Fitzgerald at (202) 551-3556 or me
at
(202) 551-3851 with any questions.


      Sincerely,



      Paul Cline
      Senior Accountant


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Charles D. Christy
Citizens Banking Corporation
January 17, 2006
Page 1