**Exhibit 31**

 

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

**Pursuant toSection 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 thisquarterly report of Citizens Bancshares Corporation on Form 10-Q for thequarterly period ended June 30, 2009;

 

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 disclosure controlsand procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating tothe registrant, 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 internalcontrol 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 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)             disclosed in this report anychange in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the registrant’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal 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

 

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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:  August 14, 2009 | By:                                   |  /s/ James E. Young |
|----------------------------------|---------------------------------------|--------------------------|
|                             | James E. Young                        |
|                             | President and Chief Executive Officer |
|                             |                                  |                     |
|                             |                                  |                     |
| Date:  August 14, 2009 | By:                                   |  /s/ Cynthia N. Day |
|                             | Cynthia N. Day                        |
|                             | Senior Executive Vice President and   |
|                             | Chief Operating Officer               |
|                             |                                  |                     |
|                             |                                  |                     |
| Date:  August 14, 2009 | By:                                   |  /s/ Samuel J. Cox  |
|                             | Samuel J. Cox                         |
|                             | Executive Vice President and          |
|                             | Chief Financial Officer               |

 

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