**Exhibit 31**

 

**CertificationPursuant to 18 U.S.C. Section 1350 as AdoptedPursuant to Section 302 of the Sarbanes-Oxley Act of 2002**

 

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

 

1.               We havereviewed this quarterly report of Citizens Bancshares Corporation on Form 10-Qfor the quarterly period ended June 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 areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) andinternal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the registrant and we have:

 

a)              designed suchdisclosure 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 consolidated subsidiary,is made known to us by others within those entities, particularly during theperiod in which this quarterly 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 inthis 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 havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, 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 adversely affectthe registrant’s ability to record, process, summarize and report financialinformation; and

 

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b)             any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 

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

 

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