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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __________)*
CITIZENS BANKING CORPORATION
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(Name of Issuer)
Common Stock 10.00 Par Value
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(Title of Class of Securities)
174420109
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities for that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 174420109 13G Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CITIZENS BANKING CORP. 38-2360491
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
328 S. SAGINAW ST.
FLINT, MI 48502-1249
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5 SOLE VOTING POWER
1,676,215
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,719,554
OWNED BY
EACH
REPORTING ----------------------------------------------------
PERSON WITH 7 SOLE DISPOSITIVE POWER
988,551
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8 SHARED DISPOSITIVE POWER
659,005
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,249,870
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.92%
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12 TYPE OF REPORTING PERSON*
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 5 pages
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Securities and Exchange Commission
Date
Page 3 of 5
ITEM 1 (a) Name of issuer
CITIZENS BANKING CORPORATION
ITEM 1 (b) Address of issuer's principal executive offices
328 S. Saginaw Street
Flint, MI 48502
ITEM 2 (a) Name of corporation filing
CITIZENS BANKING CORPORATION
ITEM 2 (b) Address of principal business office or, if none, residence
328 S. Saginaw Street
Flint, MI 48502
ITEM 2 (c) Citizenship
BANK HOLDING CO ORGANIZED IN 1982
ITEM 2 (d) Title of class of securities
Common Stock, $10.00 par value
ITEM 2 (e) CUSIP number
174420109
ITEM 3 Basis of filing
This statement is filed pursuant to Rule 13d-1(b) or 13d-1(c).
The person filing is a:
(b) X Bank, as defined in Section 3(a)(6) of the Act.
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Securities Exchange Commission
Date
Page 4 of 5
ITEM 4 Ownership
As of December 31, 1998, the corporation filing beneficially
owned 4,249,870 shares representing 5.92 % of the class. As of
such date, the person filing had:
<TABLE>
<S> <C>
(i) Sole power to vote or
direct the vote of 1,676,215 shares
(ii) Shared power to vote or
direct the vote of 1,719,554 shares
(iii) Sole power to dispose or
to direct the disposition of 988,551 shares
(iv) Shared power to dispose or
to direct the disposition of 659,005 shares
</TABLE>
The filing of this Schedule shall not be construed as an
admission or as evidence that the person filing is, for any
purposes, including the purposes of Section 13(d) or 13(g) of
the Act, the beneficial power of any securities covered by
this Schedule.
ITEM 5 Owner of five percent or less of a class
Not applicable
ITEM 6 Ownership of more than five percent on behalf of another person
The securities covered by this Schedule are held in fiduciary
capacity by the reporting person. Accordingly, as to most or
all of such securities, other persons hold the right to
receive or direct the receipt of dividends from, or the
proceeds from the sale of, such securities. No such interest
relates to more than 5 percent of the class.
ITEM 7 Identification and classification of the subsidiary which acquired
the security being reported on by the parent company
Not applicable
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Securities and Exchange Commisssion
Date
Page 5 of 5
ITEM 8 Identification and classification of members of the group
Not applicable
ITEM 9 Notice of dissolution of group
Not applicable
ITEM 10 Certification
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date February 11, 1999 /s/ Gary P. Drainville
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Signature
Gary P. Drainville
Executive Vice President
& Senior Trust Officer
