<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>k84842e8vk.txt
<DESCRIPTION>CURRENT REPORT, DATED APRIL 22, 2004
<TEXT>
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported): April 22, 2004


                          Citizens Banking Corporation
             (Exact name of registrant as specified in its charter)


                                    Michigan
                 (State or other jurisdiction of incorporation)


        000-10535                                            38-2378932

(Commission File Number)                       (IRS Employer Identification No.)

                 328 South Saginaw Street, Flint, Michigan 48502
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (810) 766-7500

                                 Not Applicable
          (Former name or former address, if changed since last report)


                                       1
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Item 7:  Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits


Exhibit 99.1:  Press Release, dated April 22, 2004

Item 12.  Results of Operations and Financial Condition.

         On April 22, 2004, Citizens Banking Corporation issued a press release
announcing earnings for the first quarter of 2004 and certain other information.
The full text of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.

         The information furnished in this Item 12 shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of that Section, nor shall such
information be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended.

                                       2
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                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

April 22, 2004                           CITIZENS BANKING CORPORATION


                                         /s/ Thomas W. Gallagher
                                         -----------------------------------
                                         By: Thomas W. Gallagher
                                         Its: General Counsel and Secretary


                                       3
<PAGE>
                                  EXHIBIT INDEX


Number                     Description

99.1              Press Release, dated April 22, 2004


                                       4

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