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 Quarterly Report of Civitas BankGroup, Inc. (the
"Company") on Form 10-Q for the quarter ended September 30, 2004, 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. Section 1350, as adopted
pursuant to Section 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.

                                     By: /s/ Richard Herrington
                                         ---------------------------------------
                                         Richard Herrington
                                         President and Chief Executive Officer
                                         November 15,  2004

                                     By: /s/ Andy LoCascio
                                         ---------------------------------------
                                         Andy LoCascio
                                         Chief Financial Officer
                                         November 15, 2004