SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SCHAEFFER WAYNE G

(Last)

(First)

(Middle)

328 S SAGINAW ST

(Street)

FLINT

48502

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CITIZENS BANKING CORP [ CBCF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/30/2004		X		14,250	A	$17.3333	14,250	D
Common Stock	01/30/2004		X		18,450	A	$19.5833	32,700	D
Common Stock	01/30/2004		S		32,700	D	$33.5	0	D
Common Stock								0	I	401(k) Plan
Common Stock								270	I	IRA
Common Stock								10,238	I	Jt w/ Wife

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$17.3333	01/30/2004		X			14,250	09/21/1995	03/21/2005	Common Stock	14,250	$0	0	D
Non-Qualified Stock Option (right to buy)	$19.5833	01/30/2004		X			18,450	11/16/1996	05/16/2006	Common Stock	18,450	$0	0	D
Non-Qualified Stock Option (right to buy)	$16.66							11/18/2000	05/18/2010	Common Stock	30,000		30,000	D
Non-Qualified Stock Option (right to buy)	$21.8333							11/29/1997	05/29/2007	Common Stock	25,050		25,050	D
Non-Qualified Stock Option (right to buy)	$25.42							11/22/2001	05/22/2011	Common Stock	27,400		27,400	D
Non-Qualified Stock Option (right to buy)	$26.01							05/29/2004	05/29/2013	Common Stock	22,000		22,000	D
Non-Qualified Stock Option (right to buy)	$30.5							11/21/1999	05/21/2009	Common Stock	22,000		22,000	D
Non-Qualified Stock Option (right to buy)	$33.41							11/28/2002	05/17/2012	Common Stock	20,000		20,000	D
Non-Qualified Stock Option (right to buy)	$35.625							11/21/1998	05/21/2008	Common Stock	17,700		17,700	D

Explanation of Responses:

	Wayne G. Schaeffer	01/30/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.