Exhibit 31.2
                                                                     (Form 10-K)

                                 CERTIFICATIONS

I, Charles D. Christy, Executive Vice President and Chief Financial Officer of
Citizens Banking Corporation, certify that:

     1.   I have reviewed this annual report on Form 10-K of Citizens Banking
          Corporation;

     2.   Based on my knowledge, this annual report does not contain any untrue
          statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this annual report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this annual report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this annual report;

     4.   The registrant's other certifying officer and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
          registrant and have;

          a)   Designed such disclosure controls and procedures, or caused such
               disclosure controls and procedures to be designed under our
               supervision, to ensure that material information relating to the
               registrant, including its consolidated subsidiaries, is made
               known to us by others within those entities, particularly during
               the period in which this annual report is being prepared;

          b)   Evaluated the effectiveness of the registrant's disclosure
               controls and procedures and presented in this report our
               conclusions about the effectiveness of the disclosure controls
               and procedures as of the end of the period covered by this report
               based on such evaluation;

          c)   Disclosed in this report any change in the registrant's internal
               control over financial reporting that occurred during the
               registrant's most recent fiscal quarter (the registrant's fourth
               quarter in the case of an annual report) that has materially
               affected, or is reasonably likely to materially affect, the
               registrant's internal control over financial reporting; and

     5.   The registrant's other certifying officer and I have disclosed, based
          on our most recent evaluation, to the registrant's auditors and the
          audit committee of registrant's board of directors (or persons
          performing the equivalent function):

          a)   All significant deficiencies and material weaknesses in the
               design or operation of internal controls over financial reporting
               which are reasonably likely to adversely affect the registrant's
               ability to record, process, summarize and report financial
               information; and

          b)   Any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls over financial reporting.

Date: March 15, 2004


                                             /s/ Charles D. Christy
                                             -------------------------------
                                             Charles D. Christy
                                             Executive Vice President and
                                             Chief Financial Officer