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


       Date of Report (Date of earliest event reported): January 16, 2003


                          Citizens Banking Corporation
             (Exact name of registrant as specified in its charter)


                                    Michigan
                 (State or other jurisdiction of incorporation)


       0-10535                                             38-2378932
(Commission File Number)                       (IRS Employer Identification No.)

                 328 South Saginaw Street, Flint, Michigan 48502
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (810) 766-7500

                                 Not Applicable
          (Former name or former address, if changed since last report)



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Item 5.  Other Events.

         On January 16, 2003, Citizens Banking Corporation announced its results
for the three months and 12 months ended December 31, 2002. The full text of the
press release announcing the results and various other information is attached
hereto as Exhibit 99.1 and, other than the information contained under the
caption "Earnings Outlook" in such release, is incorporated herein by reference.

Item 7:  Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits

Exhibit 99.1:     Press Release, dated January 16, 2003

Item 9:  Regulation FD Disclosure.

         Citizens Banking Corporation is furnishing herewith, under the caption
"Earnings Outlook" in the press release attached hereto as Exhibit 99.1, certain
information contained therein pursuant to Regulation FD.

                                   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.

January 21, 2003                                 CITIZENS BANKING CORPORATION


                                                 /s/Thomas W. Gallagher
                                                 ------------------------------
                                                 By: Thomas W. Gallagher
                                                 General Counsel and Secretary
                                                 to the Board of Directors


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                                 EXHIBIT INDEX


Number                     Description

99.1              Press Release, dated January 16, 2003







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