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 27, 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 27, 2003, Citizens Banking Corporation announced the
consummation of a subordinated debt issuance. The full text of the press release
is attached hereto as Exhibit 99.1

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

(c) Exhibits


Exhibit 99.1: Press Release, dated January 27, 2003



                                   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 27, 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 27, 2003















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