**Exhibit 31**

 

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

**Pursuant to Section 302 of theSarbanes-Oxley Act of 2002**

 

We, James E. Young, Chief Executive Officer,Cynthia N. Day, Chief Operating Officer, and Samuel J. Cox, Chief FinancialOfficer, certify that:

 

1.               We have reviewedthis quarterly report of Citizens Bancshares Corporation on Form 10-Q forthe quarterly period ended March 31, 2006;

 

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-14 and 15d-14) 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 consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this quarterly report is being prepared;

 

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

 

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

 

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| Date:   May 12, 2006 |   | By:                                   | /s/ James E. Young |   |
|------------------------------------------|--------|---------------------------------------|--------------------|--------|
|                                     |   | James E. Young                        |
|                                     |   | President and Chief Executive Officer |
|                                     |   |                                  |
| Date:   May 12, 2006 |   | By:                                   | /s/ Cynthia N. Day |   |
|                                     |   | Cynthia N. Day                        |
|                                     |   | Senior Executive Vice President and   |
|                                     |   | Chief Operating Officer               |
|                                     |   |                                  |
| Date:   May 12, 2006 |   | By:                                   | /s/ Samuel J. Cox  |   |
|                                     |   | Samuel J. Cox                         |
|                                     |   | Senior Vice President and             |
|                                     |   | Chief Financial Officer               |
|                                          |        |                                       |                    |        |  |

 

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