EXHIBIT 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Civitas BankGroup, Inc. (the "Company")
on Form 10-K for the period ended December 31, 2003, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), each of
the undersigned certifies, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant
to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

                  (1) The Report fully complies with the requirements of section
         13(a) or 15(d) 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 the Company.




                                       /s/  Richard Herrington
                                       ------------------------------------
                                       Richard Herrington
                                       Chief Executive Officer
                                       March 30, 2004


                                       /s/ Andy LoCascio
                                       ------------------------------------
                                       Andy LoCascio
                                       Chief Financial Officer
                                       March 30, 2004