**Exhibit 31**

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

**Pursuant to Section 302 of the Sarbanes-Oxley Actof 2002**

We, James E.Young, Chief Executive Officer, Cynthia N. Day, Chief Operating Officer, andSamuel J. Cox, Chief Financial Officer, certify that:

1.     Wehave reviewed this quarterly report of Citizens Bancshares Corporation on Form10-Q for the quarterly period ended March 31, 2007;

2.     Basedon our knowledge, this quarterly report does not contain any untrue statementof a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this quarterlyreport;

3.     Basedon our knowledge, the financial statements, and other financial informationincluded in this quarterly report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant asof, and for, the periods presented in this quarterly report;

4.     Weare responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13(a)-15(e) and 15(d)-15(e) forthe registrant and we have:

a)     designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this quarterly report is being prepared;

c)     evaluatedthe effectiveness 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.     Wehave disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee ofthe registrant’s board of directors (or persons performing the equivalentfunctions):

a)     allsignificant deficiencies and material weaknesses in the design or operation ofinternal controls over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

b)    anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal control over financialreporting.

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| Date:   May  15, 2007 |   | By:                                    | /s/ James E. Young |   |
|--------------------------------------|--------|----------------------------------------|--------------------|--------|
|                                 |   | James E. Young                         |
|                                 |   | President and  Chief Executive Officer |
|                                 |   |                                   |
|                                 |   |                                   |
| Date:   May  15, 2007 |   | By:                                    | /s/ Cynthia N. Day |   |
|                                 |   | Cynthia N. Day                         |
|                                 |   | Senior Executive  Vice President and   |
|                                 |   | Chief Operating  Officer               |
|                                 |   |                                   |
|                                 |   |                                   |
| Date:   May  15, 2007 |   | By:                                    | /s/ Samuel J. Cox  |   |
|                                 |   | Samuel J. Cox                          |
|                                 |   | Senior Vice  President and             |
|                                 |   | Chief Financial  Officer               |
|                                      |        |                                        |                    |        |  |  |

 

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