**Exhibit 31**

 

**Certification Pursuant to 18U.S.C. Section 1350 as Adopted**

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

 

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

 

1.               We have reviewed thisquarterly report of Citizens Bancshares Corporation on Form 10-Q for thequarterly period ended March 31, 2008;

 

2.               Based on our knowledge, thisquarterly report does not contain any untrue statement of a material fact oromit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleading withrespect to the period covered by this quarterly report;

 

3.               Based on our knowledge, thefinancial statements, and other financial information included in this quarterlyreport, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, theperiods presented in this quarterly report;

 

4.               We are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e) and internal controlover 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 such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

 

c)              evaluated the effectivenessof the registrant’s disclosure controls and procedures and presented in thisreport our 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 onour most recent 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 deficienciesand material weaknesses in the design or operation of internal controls overfinancial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financialinformation; and

 

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

 

 

 
| Date:  | May 13, 2008 | By:                                    | /s/ James E. Young |
|--------|-------------------|----------------------------------------|--------------------|
|   |              | James E. Young                         |
|   |              | President and Chief  Executive Officer |
|   |              |                                   |
|   |              |                                   |
| Date:  | May 13, 2008 | By:                                    | /s/ Cynthia N. Day |
|   |              | Cynthia N. Day                         |
|   |              | Senior Executive Vice  President and   |
|   |              | Chief Operating Officer                |
|   |              |                                   |
|   |              |                                   |
| Date:  | May 13, 2008 | By:                                    | /s/ Samuel J. Cox  |
|   |              | Samuel J. Cox                          |
|   |              | Executive Vice President  and          |
|   |              | Chief Financial Officer                |

 

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