**Exhibit 31**

 

**CertificationPursuant to 18 U.S.C. Section 1350 as Adopted**

**Pursuantto 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 reviewed this quarterly report ofCitizens Bancshares Corporation on Form 10-Q for the quarterly periodended September 30, 2009;

 

2.              Based on our knowledge, this quarterlyreport does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this quarterly report;

 

3.              Based on our knowledge, the financialstatements, and other financial information included in this quarterly report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this quarterly report;

 

4.              We are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and wehave:

 

a)             designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiary, is made known to us byothers within those entities, particularly during the period in which thisquarterly report is being prepared;

 

b)             designed such internal control overfinancial reporting, or caused such internal control over financial reportingto be designed under our supervision, to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally acceptedaccounting principles;

 

c)              evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures as of the end of the period covered by this report based on suchevaluation; and

 

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

 

5.              We have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions):

 

a)             all significant deficiencies and materialweaknesses in the design or operation of internal controls over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and

 

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b)             any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 

 
| Date:   November 13, 2009 | By:                                    | /s/ James E.  Young |
|------------------------------------------|----------------------------------------|---------------------|
|                                     | James E.  Young                        |
|                                     | President  and Chief Executive Officer |
|                                     |                                   |                |
|                                     |                                   |                |
| Date:   November 13, 2009 | By:                                    | /s/ Cynthia  N. Day |
|                                     | Cynthia N.  Day                        |
|                                     | Senior  Executive Vice President and   |
|                                     | Chief  Operating Officer               |
|                                     |                                   |                |
|                                     |                                   |                |
| Date:   November 13, 2009 | By:                                    | /s/ Samuel  J. Cox  |
|                                     | Samuel J.  Cox                         |
|                                     | Executive  Vice President and          |
|                                     | Chief  Financial Officer               |

 

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