**Exhibit 31**

 
| **Certification Pursuant to 18 U.S.C.  Section 1350 as Adopted** |
|-----------------------------------------------------------------------|
| **Pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002**   |

 

We, James E. Young, Cynthia N. Day, and Samuel J. Cox certify that:

 

1.               We have reviewedthis quarterly report of Citizens Bancshares Corporation on Form 10-Q forthe quarterly period ended September 30, 2008;

 

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

 

3.               Based on ourknowledge, the financial statements, and other financial information includedin this quarterly report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this quarterly report;

 

4.               We are responsiblefor establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e) and internalcontrol over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the registrant and we have:

 

a)              designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiary, is made known to usby others within those entities, particularly during the period in which thisquarterly report is being prepared;

 

b)             designed suchinternal control over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles;

 

c)              evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures as of the end of the period covered by thisreport based on such evaluation; and

 

d)             disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarterin the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting; and

 

5.               We have disclosed,based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of theregistrant’s board of directors (or persons performing the equivalentfunctions):

 

a)              all significantdeficiencies and material weaknesses in the design or operation of internalcontrols over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

 

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b)             any fraud, whether ornot material, that involves management or other employees who have a significantrole in the registrant’s internal control over financial reporting.

 

 
| Date:  | November 14,  2008 | By:                                                    |  /s/ James E. Young |
|--------|-------------------------|--------------------------------------------------------|--------------------------|
|   |                    | James E.  Young                                        |
|   |                    | President  and Chief Executive Officer                 |
|   |                    |                                                   |                     |
|   |                    |                                                   |                     |
| Date:  | November 14,  2008 | By:                                                    | /s/ Cynthia  N. Day      |
|   |                    | Cynthia N.  Day                                        |
|   |                    | Senior  Executive Vice President and                   |
|   |                    | Chief  Operating Officer                               |
|   |                    |                                                   |                     |
|   |                    |                                                   |                     |
| Date:  | November 14,  2008 | By:                                                    | /s/ Samuel  J. Cox       |
|   |                    | Samuel J.  Cox                                         |
|   |                    | Executive  Vice President and  Chief Financial Officer |

 

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