EXHIBIT 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
          AND RULE 13A-14(B) UNDER THE SECURITIES EXCHANGE ACT OF 1934

In connection with the Quarterly Report of Citizens Banking Corporation
("Citizens") on Form 10-Q for the period ending March 31, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), we,
William R. Hartman, Chief Executive Officer of the Company, and Charles D.
Christy, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350 and Rule 13a-14(b) under the Securities Exchange At of 1934, that:

(1)      The Report fully complies with the requirements of Section 13(a) of the
         Securities Exchange Act of 1934; and

(2)      The information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations of
         Citizens.

Date: May 7, 2004

                                                 /s/ William R. Hartman
                                                 -------------------------------
                                                 William R. Hartman
                                                 Chief Executive Officer

                                                 /s/ Charles D. Christy
                                                 -------------------------------
                                                 Charles D. Christy
                                                 Chief Financial Officer