EXHIBIT 23



                        CONSENT OF INDEPENDENT AUDITORS




We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-09455 dated August 2, 1996) pertaining to the Citizens Banking
Corporation Amended and Restated Section 401(k) Plan of our report dated June
20, 2003, with respect to the financial statements and schedule of Citizens
Banking Corporation included in the annual report (Form 11-K) for the year ended
December 31, 2002.



/s/ Ernst & Young

Detroit, Michigan
June 20, 2003