Mail Stop 4561
								February 7, 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 31, 2006, and have the following additional comments.
Please
file an amendment in response to these comments and provide us the
additional information requested.

	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.  Your response appears to
focus
primarily on an assertion that the subsidiary was not identified
as a
segment and that the cash flows associated with your continued
operations in Illinois are directly related to the operations of
the
sold subsidiary.  As stated in our prior comments on this issue,
identification as a segment is not the only factor to consider in
determining discontinued operations.  We note from the sale
agreement
filed as Exhibit 2.1 to the Form 10-Q for the second quarter of
2004
that the sale of this subsidiary was a stock sale to the
purchaser.
We also note that Article 5.13 of the stock sale agreement
includes a
non-compete agreement.  Based on the discussions of your business
and
your response, we do not believe the cash flows of your continued
operations in Illinois are directly and primarily related to the
operations of the sold subsidiary.  We also note that you
maintained
separate financial information for this subsidiary.  Please revise
to
present the sold subsidiary as discontinued operations.

Note 5. Investment Securities, page 70
2. Please refer to prior comment 2.  You state that four CMO
securities accounted for as available for sale under SFAS 115 were
marked to market.  We do not believe such accounting treatment is
appropriate under SFAS 115.  Please amend your filings to account
for
these securities consistently with the guidance in SFAS 115.
3. Please refer to prior comment 3 and explain to us the processes
which management applies in determining that it has both the
intent
and ability to hold the securities for the foreseeable future in
order to make full recovery of costs.  In your response, please
also
tell us how you consider the concept of "foreseeable future" in
making your determination.

Form 8-K, filed on January 20, 2006
Exhibit 99.1
4. We note that you charged $3.6 million in the fourth quarter
related to your hedging activities associated with your brokered
deposits and that the amounts related to prior periods are
immaterial
to your financial statements.  In support of that assertion,
please
provide us your materiality analysis for each quarter and fiscal
year
impacted by this error.
5. In regards to the $3.6 million charge related to the brokered
deposits, we note that you intend to present this charge as a
component of non-interest income.  Please tell us how management
determined that a prior period adjustment was not considered
necessary.
6. We note that during the quarter you  recorded a $9.1 million
insurance settlement through your provision for loan loss.  Please
provide us an expanded discussion of the facts and circumstances
surrounding the related losses and how management determined that
the
appropriate recognition of the insurance proceeds was through the
allowance for loan and lease losses.

      Where appropriate, please file an amendment in response 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
February 7, 2006
Page 1