As filed with the Securities and Exchange Commission on November 13, 1998


                        Registration No.


                     SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549


                                 FORM S-8

                        REGISTRATION STATEMENT UNDER
                         THE SECURITIES ACT OF 1933


                          SKY FINANCIAL GROUP, INC.
                 (formerly known as Citizens Bancshares, Inc.)
             (Exact name of registrant as specified in its charter)


           Ohio                                     34-1372535
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
 incorporation or organization)


                           221 South Church Street
                          Bowling Green, Ohio  43402
                               (419) 327-6300
          (Address of principal executive offices, including zip code)


     Citizens Bancshares, Inc. Amended and Restated 1998 Stock Option Plan 
                           for Nonemployee Directors
        Citizens Bancshares, Inc. 1998 Stock Option Plan for Employees
                           (Full title of the plans)


                            W. Granger Souder, Esq.
                            Executive Vice President
                              and General Counsel
                             221 South Church Street
                           Bowling Green, Ohio  43402
                     (Name and address of agent for service)


                                (419) 327-6300
          (Telephone number, including area code, of agent for service)










<PAGE  2>



CALCULATION OF REGISTRATION FEE


                                         Proposed     Proposed
                                          maximum      maximum
                        Amount to be     aggregate    aggregate    Amount of
Title of securities      registered      price per     offering   registration
 to be registered            (1)         share (2)      price         fee


Common Stock         2,688,877 shares   $30.9375   $83,187,132.00   $24,540.20
(with the 
 accompanying 
 Preferred Stock 
 Purchase Rights 
 (3).)



(1)  Plus such indeterminate number of shares as may be issued to prevent 
dilution resulting from stock dividends, stock splits, combination of shares, 
recapitalization, merger, consolidation or other corporate reorganization in 
accordance with Rule 416 under the Securities Act of 1933.

(2)  Estimated solely for purposes of calculating the amount of the 
registration fee pursuant to Rule 457(c) and (h), based upon the average of 
the high and low prices of Sky Financial Group, Inc. common stock as reported 
on the Nasdaq National Market for November 11, 1998.

(3)  Includes associated Preferred Stock Purchase Rights (the "Rights").  
Prior to the occurrence of certain prescribed events, the Rights are not 
exercisable, are evidenced by the certificates for the common stock and will 
be transferred along with and only with such securities.























<PAGE  3>


PART I

PART I   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS.

The documents containing the information required in Part I of the 
Registration Statement will be provided to each participant in the Plan as 
required by Rule 428(b)(1). Such documents are not being filed with the 
Securities and Exchange Commission (the "Commission") in accordance with the 
instructions to Form S-8.


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.

   The following documents filed with the SEC by Citizens Bancshares, Inc. 
(now known as Sky Financial Group, Inc.) ("Registrant") are incorporated by 
reference into this Prospectus:  (1)  the Annual Report on Form 10-K of 
Registrant for the year ended December 31, 1997 (the "1997 10-K"), except for 
the consolidated financial statements which have been superseded and are 
contained in the Current Report on Form 8-K dated October 15, 1998; (2)  the 
portions of Registrant's Proxy Statement for the Annual Meeting of 
Shareholders held on May 11, 1998 that have been incorporated by reference 
into the 1997 10-K; (3)  Registrant's Quarterly Reports on Form 10-Q for the 
quarters ended March 31, 1998 and June 30, 1998 (which have not been restated 
for the merger with Mid Am, Inc. effected on October 2, 1998);
(4)  Registrant's Current Reports on Form 8-K, dated January 2, 1998, May 21, 
1998, June 2, 1998, June 25, 1998 (except for the supplemental consolidated 
financial statements which have been superseded and are contained in the 
Current Report on Form 8-K dated October 15, 1998), July 24, 1998, July 29, 
1998, September 23, 1998, October 15, 1998 and October 16, 1998, and on Form 
8-K/A, dated June 25, 1998; (5)  the description of Registrant's common stock 
contained in Registrant's registration statements filed pursuant to Section 12 
of the Securities Exchange Act of 1934 (and any amendment or report filed for 
the purpose of updating such description); and (6) all documents subsequently 
filed by Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the 
Securities Exchange Act of 1934, prior to the filing of a post-effective 
amendment which indicates that all securities offered have been sold or which 
deregisters all securities then remaining unsold.

Item 4.   Description of Securities.

   Not applicable.

Item 5.   Interests of Named Experts and Counsel.

   The validity of the Common Stock to be issued pursuant to the Plans has 
been passed upon by W. Granger Souder, Jr., Executive Vice President and 
General Counsel of the Registrant.  Mr. Souder is eligible to participate in 
the Citizens Bancshares, Inc. 1998 Stock Option Plan for Employees on the same 
terms and conditions as other participants holding similar positions with the 
company.



<PAGE  4>


Item 6.   Indemnification of Directors and Officers.

   The Registrant's Code of Regulations provides that the Registrant shall 
indemnify any director or officer and any former director or officer and any 
such director or officer who is or has served at the request of the Registrant 
as a director, officer or trustee of another corporation, partnership, joint 
venture, trust or other enterprise (and his heirs, executors and 
administrators) against expenses, including attorneys' fees, judgments, fines 
and amounts paid in settlement, actually and reasonably incurred by him by 
reason of the fact that he is or was such director,  officer or trustee in 
connection with any completed action, suit or proceeding, whether civil, 
criminal, administrative or investigative to the full extent permitted by law.

   In addition, the Registrant has indemnification agreements with each of 
its directors and executive officers which expand such indemnitees' rights in 
the event that Ohio law and the Registrant's Code of Regulations are changed.  
The indemnification rights available under the agreements are subject to 
certain exclusions, including a provision that no indemnification shall be 
made if a court determines by clear and convincing evidence that the  
indemnitee has acted or failed to act with deliberate intent to cause injury 
to, or with reckless disregard for the best interests of the Registrant.

Item 7.   Exemption from Registration Claimed.

   Not applicable.

Item 8.   Exhibits.

   See Exhibit Index attached hereto.

Item 9.   Undertakings.

A.   The undersigned Registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a 
post-effective amendment to this registration statement:

(i)  To include any prospectus required by section 10(a)(3) of the 
Securities Act of 1933;

(ii)  To reflect in the prospectus any facts or events arising after the 
effective date of the registration statement (or the most recent 
post-effective amendment thereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in the 
registration statement. Notwithstanding the foregoing, any increase or 
decrease in volume of securities offered (if the total dollar value of 
securities offered would not exceed that which was registered) and any 
deviation from the low or high end of the estimated maximum offering range may 
be reflected in the form of prospectus filed with the Commission pursuant to 
Rule 424(b) if, in the aggregate, the changes in volume and price represent no 
more than a 20% change in the maximum aggregate offering price set forth in 
the "Calculation of Registration Fee" table in the effective registration 
statement;




<PAGE  5>


(iii)  To include any material information with respect to the plan of 
distribution not previously disclosed in the registration statement or any 
material change to such information in the registration statement; provided, 
however, that paragraphs A(1)(i) and A(1)(ii) do not apply if the information 
required to be included in a post-effective amendment by those paragraphs is 
contained in periodic reports filed with or furnished to the Securities and 
Exchange Commission by the registrant pursuant to section 13 or section 15(d) 
of the Securities Exchange Act of 1934 that are incorporated by reference in 
the registration statement.

(2)  That, for the purpose of determining any liability under the Securities 
Act of 1933, each such post-effective amendment shall be deemed to be a new 
registration statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to be the initial 
bona fide offering thereof.

(3)  To remove from registration by means of a post-effective amendment any  
of the securities being registered which remain unsold at the termination of 
the offering.

B.   The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of the 
registrant's annual report pursuant to section 13(a) or 15(d) of the  
Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of the 
Exchange Act) that is incorporated by reference in the registration statement 
shall be deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at that time shall be 
deemed to be the initial bona fide offering thereof.

C.   Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to directors, officers and controlling persons of 
the Registrant pursuant to the foregoing provisions, or otherwise, the 
Registrant has been advised that in the opinion of the Securities and Exchange 
Commission such indemnification is against public policy as expressed in the 
Securities Act of 1933 and is, therefore, unenforceable.  In the event that a 
claim for indemnification against such liabilities (other than the payment by 
the Registrant of expenses incurred or paid by a director, officer or 
controlling person of the Registrant in the successful defense of any action, 
suit or proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, the Registrant  
will, unless in the opinion of its counsel the matter has been settled by 
controlling precedent, submit to a court of appropriate jurisdiction the 
question whether such indemnification is against public policy as expressed in 
the Securities Act of 1933 and will be governed by the final adjudication of 
such issue.











<PAGE  6>


                              SIGNATURES


   Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in Bowling Green, Ohio, on November 11, 1998.

                              SKY FINANCIAL GROUP, INC.

                              By:  /s/ David R. Francisco
                                   David R. Francisco
                                   Chairman and Chief Executive Officer

   Pursuant to the requirements of the Securities Act of 1933, this Form S-8  
Registration Statement has been signed by the following persons in the 
capacities and on the dates indicated.


/s/ David R. Francisco                          November 11, 1998
David R. Francisco, Chief                       Date
Executive Officer, Chief Financial
Officer and Director

/s/ Marty E. Adams                              November 11, 1998
Marty E. Adams, President, Chief                Date
Operating Officer and Director

/s/ James C. McBane *                           November 11, 1998
James C. McBane, Vice Chairman                  Date
of the Board and Director


Fred H. Johnson, III, Director                  Date

/s/ Keith D. Burgett *                          November 11, 1998
Keith D. Burgett, Director                      Date

/s/ Willard L. Davis *                          November 11, 1998
Willard L. Davis, Director                      Date

/s/ H. Lee Kinney *                             November 11, 1998
H. Lee Kinney, Director                         Date

/s/ Kenneth E. McConnell *                      November 11, 1998
Kenneth E. McConnell, Director                  Date

/s/ Glenn F. Thorne *                           November 11, 1998
Glenn F. Thorne, Director                       Date

/s/ Gerard P. Mastroianni *                     November 11, 1998
Gerard P. Mastroianni, Director                 Date




<PAGE  7>


/s/ Del E. Goedeker *                           November 11, 1998
Del E. Goedeker, Director                       Date

/s/ Joseph W. Tosh, II *                        November 11, 1998
Joseph W. Tosh, II, Director                    Date

/s/ Gerald D. Aller *                           November 11, 1998
Gerald D. Aller, Director                       Date


David A. Bryan, Director                        Date

/s/ D. James Hilliker *                         November 11, 1998
D. James Hilliker, Director                     Date

/s/ Marilyn O. McAlear *                        November 11, 1998
Marilyn O. McAlear, Director                    Date

/s/ Thomas S. Noneman *                         November 11, 1998
Thomas S. Noneman, Director                     Date

/s/ Edward J. Reiter *                          November 11, 1998
Edward J. Reiter, Senior Chairman               Date
of the Board and Director

/s/ Emerson J. Ross, Jr. *                      November 11, 1998
Emerson J. Ross, Jr., Director                  Date

/s/ Douglas J. Shierson *                       November 11, 1998
Douglas J. Shierson, Director                   Date


C. Gregory Spangler, Director                   Date


Robert E. Stearns, Director                     Date


* The undersigned attorney-in-fact, by signing his name below, does hereby 
sign this Form S-8 Registration Statement on behalf of the above-named 
officers and directors pursuant to a power of attorney executed by such 
persons and filed with the Securities and Exchange Commission 
contemporaneously herewith.


/s/ W. Granger Souder, Jr.

W. Granger Souder, Jr.
Attorney-In-Fact








<PAGE  8>


EXHIBIT INDEX


Exhibit                             Description

4(a)  The Registrant's Fifth Amended Articles of Incorporation 
(incorporated by reference to Exhibit 3.1 of Form S-4 Registration 
Statement No. 333-60741 of the Registrant).

4(b)  Amendment to the Registrant's Fifth Amended Articles of Incorporation 
(incorporated by reference to Appendix B of the Joint Proxy 
Statement/Prospectus in Form S-4 Registration Statement No. 333-60741 of    
the Registrant).

4(c)  The Registrant's Code of Regulations, as amended
(incorporated by reference to Exhibit 3(2) of Form S-4 Registration Statement 
No. 0-18209 of the Registrant).

4(d)  Amendment to the Code of Regulations of the Registrant 
(incorporated by reference to Appendix C of the Joint Proxy  
Statement/Prospectus in Form S-4 Registration Statement No. 333-60741 of    
the Registrant).

4(e)  Shareholder Rights Agreement dated as of July 21, 1998, between  
Bancshares and The Citizens Banking Company, as Rights Agent 
(incorporated by reference to Exhibit 4 of Form S-4 Registrant Statement    
No. 333-60741 of the Registrant).

4(f)  Citizens Bancshares, Inc. Amended and Restated 1998 Stock Option Plan 
for Nonemployee Directors
(incorporated by reference to Appendix G of the Joint Proxy  
Statement/Prospectus in Form S-4 Registration Statement No. 333-60741 of    
the Registrant).

4(g)  Citizens Bancshares, Inc. 1998 Stock Option Plan for Employees 
(incorporated by reference to Appendix H of the Joint Proxy 
Statement/Prospectus in Form S-4 Registration Statement No. 333-60741 of    
the Registrant).

5   Opinion of W. Granger Souder, Jr., Esq. regarding legality.

23(a)  Consent of Crowe, Chizek and Company LLP.

23(b)  Consent of S.R. Snodgrass, A.C.

23(c)  Consent of PricewaterhouseCoopers LLP.

23(d)  Consent of W. Granger Souder, Jr., Esq. (included in Exhibit 5).

24   Powers of Attorney submitted by David R. Francisco, Marty E. Adams, 
Edward J. Reiter, James C. McBane, Keith D. Burgett, Willard L. Davis,       
H. Lee Kinney, Kenneth E. McConnell, Glenn F. Thorne, Gerard P. Mastroianni, 
Del E. Goedeker, Joseph W. Tosh, II, Gerald D. Aller, D. James Hilliker, 
Marilyn O. McAlear, Thomas S. Noneman, Emerson J. Ross, Jr., and        
Douglas J. Shierson.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17769}]
{"company-data": {"conformed-name": "SKY FINANCIAL GROUP INC", "cik": "0000855876", "assigned-sic": "6021", "irs-number": "341372535", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67233", "film-number": "98747596"}, "business-address": {"street1": "221 SOUTH CHURCH STREET", "city": "BOWLING GREEN", "state": "OH", "zip": "43402", "phone": "4193276300"}, "mail-address": {"street1": "221 SOUTH CHURCH STREET", "city": "BOWLING GREEN", "state": "OH", "zip": "43402"}, "former-company": {"former-conformed-name": "CITIZENS BANCSHARES INC /OH/", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on November 13, 1998

                        Registration No.

                     SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                                 FORM S-8

                        REGISTRATION STATEMENT UNDER
                         THE SECURITIES ACT OF 1933

                          SKY FINANCIAL GROUP, INC.
                 (formerly known as Citizens Bancshares, Inc.)
             (Exact name of registrant as specified in its charter)

           Ohio                                     34-1372535
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
 incorporation or organization)

                           221 South Church Street
                          Bowling Green, Ohio  43402
                               (419) 327-6300
          (Address of principal executive offices, including zip code)

     Citizens Bancshares, Inc. Amended and Restated 1998 Stock Option Plan 
                           for Nonemployee Directors
        Citizens Bancshares, Inc. 1998 Stock Option Plan for Employees
                           (Full title of the plans)

                            W. Granger Souder, Esq.
                            Executive Vice President
                              and General Counsel
                             221 South Church Street
                           Bowling Green, Ohio  43402
                     (Name and address of agent for service)

                                (419) 327-6300
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

                                         Proposed     Proposed
                                          maximum      maximum
                        Amount to be     aggregate    aggregate    Amount of
Title of securities      registered      price per     offering   registration
 to be registered            (1)         share (2)      price         fee

Common Stock         2,688,877 shares   $30.9375   $83,187,132.00   $24,540.20
(with the 
 accompanying 
 Preferred Stock 
 Purchase Rights 
 (3).)

(1)  Plus such indeterminate number of shares as may be issued to prevent 
dilution resulting from stock dividends, stock splits, combination of shares, 
recapitalization, merger, consolidation or other corporate reorganization in 
accordance with Rule 416 under the Securities Act of 1933.

(2)  Estimated solely for purposes of calculating the amount of the 
registration fee pursuant to Rule 457(c) and (h), based upon the average of 
the high and low prices of Sky Financial Group, Inc. common stock as reported 
on the Nasdaq National Market for November 11, 1998.

(3)  Includes associated Preferred Stock Purchase Rights (the "Rights").  
Prior to the occurrence of certain prescribed events, the Rights are not 
exercisable, are evidenced by the certificates for the common stock and will 
be transferred along with and only with such securities.
PART I

PART I   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS.

The documents containing the information required in Part I of the 
Registration Statement will be provided to each participant in the Plan as 
required by Rule 428(b)(1). Such documents are not being filed with the 
Securities and Exchange Commission (the "Commission") in accordance with the 
instructions to Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.

   The following documents filed with the SEC by Citizens Bancshares, Inc. 
(now known as Sky Financial Group, Inc.) ("Registrant") are incorporated by 
reference into this Prospectus:  (1)  the Annual Report on Form 10-K of 
Registrant for the year ended December 31, 1997 (the "1997 10-K"), except for 
the consolidated financial statements which have been superseded and are 
contained in the Current Report on Form 8-K dated October 15, 1998; (2)  the 
portions of Registrant's Proxy Statement for the Annual Meeting of 
Shareholders held on May 11, 1998 that have been incorporated by reference 
into the 1997 10-K; (3)  Registrant's Quarterly Reports on Form 10-Q for the 
quarters ended March 31, 1998 and June 30, 1998 (which have not been restated 
for the merger with Mid Am, Inc. effected on October 2, 1998);
(4)  Registrant's Current Reports on Form 8-K, dated January 2, 1998, May 21, 
1998, June 2, 1998, June 25, 1998 (except for the supplemental consolidated 
financial statements which have been superseded and are contained in the 
Current Report on Form 8-K dated October 15, 1998), July 24, 1998, July 29, 
1998, September 23, 1998, October 15, 1998 and October 16, 1998, and on Form 
8-K/A, dated June 25, 1998; (5)  the description of Registrant's common stock 
contained in Registrant's registration statements filed pursuant to Section 12 
of the Securities Exchange Act of 1934 (and any amendment or report filed for 
the purpose of updating such description); and (6) all documents subsequently 
filed by Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the 
Securities Exchange Act of 1934, prior to the filing of a post-effective 
amendment which indicates that all securities offered have been sold or which 
deregisters all securities then remaining unsold.

Item 4.   Description of Securities.

   Not applicable.

Item 5.   Interests of Named Experts and Counsel.

   The validity of the Common Stock to be issued pursuant to the Plans has 
been passed upon by W. Granger Souder, Jr., Executive Vice President and 
General Counsel of the Registrant.  Mr. Souder is eligible to participate in 
the Citizens Bancshares, Inc. 1998 Stock Option Plan for Employees on the same 
terms and conditions as other participants holding similar positions with the 
company.
Item 6.   Indemnification of Directors and Officers.

   The Registrant's Code of Regulations provides that the Registrant shall 
indemnify any director or officer and any former director or officer and any 
such director or officer who is or has served at the request of the Registrant 
as a director, officer or trustee of another corporation, partnership, joint 
venture, trust or other enterprise (and his heirs, executors and 
administrators) against expenses, including attorneys' fees, judgments, fines 
and amounts paid in settlement, actually and reasonably incurred by him by 
reason of the fact that he is or was such director,  officer or trustee in 
connection with any completed action, suit or proceeding, whether civil, 
criminal, administrative or investigative to the full extent permitted by law.

   In addition, the Registrant has indemnification agreements with each of 
its directors and executive officers which expand such indemnitees' rights in 
the event that Ohio law and the Registrant's Code of Regulations are changed.  
The indemnification rights available under the agreements are subject to 
certain exclusions, including a provision that no indemnification shall be 
made if a court determines by clear and convincing evidence that the  
indemnitee has acted or failed to act with deliberate intent to cause injury 
to, or with reckless disregard for the best interests of the Registrant.

Item 7.   Exemption from Registration Claimed.

   Not applicable.

Item 8.   Exhibits.

   See Exhibit Index attached hereto.

Item 9.   Undertakings.

A.   The undersigned Registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a 
post-effective amendment to this registration statement:

(i)  To include any prospectus required by section 10(a)(3) of the 
Securities Act of 1933;

(ii)  To reflect in the prospectus any facts or events arising after the 
effective date of the registration statement (or the most recent 
post-effective amendment thereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in the 
registration statement. Notwithstanding the foregoing, any increase or 
decrease in volume of securities offered (if the total dollar value of 
securities offered would not exceed that which was registered) and any 
deviation from the low or high end of the estimated maximum offering range may 
be reflected in the form of prospectus filed with the Commission pursuant to 
Rule 424(b) if, in the aggregate, the changes in volume and price represent no 
more than a 20% change in the maximum aggregate offering price set forth in 
the "Calculation of Registration Fee" table in the effective registration 
statement;
(iii)  To include any material information with respect to the plan of 
distribution not previously disclosed in the registration statement or any 
material change to such information in the registration statement; provided, 
however, that paragraphs A(1)(i) and A(1)(ii) do not apply if the information 
required to be included in a post-effective amendment by those paragraphs is 
contained in periodic reports filed with or furnished to the Securities and 
Exchange Commission by the registrant pursuant to section 13 or section 15(d) 
of the Securities Exchange Act of 1934 that are incorporated by reference in 
the registration statement.

(2)  That, for the purpose of determining any liability under the Securities 
Act of 1933, each such post-effective amendment shall be deemed to be a new 
registration statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to be the initial 
bona fide offering thereof.

(3)  To remove from registration by means of a post-effective amendment any  
of the securities being registered which remain unsold at the termination of 
the offering.

B.   The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of the 
registrant's annual report pursuant to section 13(a) or 15(d) of the  
Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of the 
Exchange Act) that is incorporated by reference in the registration statement 
shall be deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at that time shall be 
deemed to be the initial bona fide offering thereof.

C.   Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to directors, officers and controlling persons of 
the Registrant pursuant to the foregoing provisions, or otherwise, the 
Registrant has been advised that in the opinion of the Securities and Exchange 
Commission such indemnification is against public policy as expressed in the 
Securities Act of 1933 and is, therefore, unenforceable.  In the event that a 
claim for indemnification against such liabilities (other than the payment by 
the Registrant of expenses incurred or paid by a director, officer or 
controlling person of the Registrant in the successful defense of any action, 
suit or proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, the Registrant  
will, unless in the opinion of its counsel the matter has been settled by 
controlling precedent, submit to a court of appropriate jurisdiction the 
question whether such indemnification is against public policy as expressed in 
the Securities Act of 1933 and will be governed by the final adjudication of 
such issue.
SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in Bowling Green, Ohio, on November 11, 1998.

                              SKY FINANCIAL GROUP, INC.

                              By:  /s/ David R. Francisco
                                   David R. Francisco
                                   Chairman and Chief Executive Officer

   Pursuant to the requirements of the Securities Act of 1933, this Form S-8  
Registration Statement has been signed by the following persons in the 
capacities and on the dates indicated.

/s/ David R. Francisco                          November 11, 1998
David R. Francisco, Chief                       Date
Executive Officer, Chief Financial
Officer and Director

/s/ Marty E. Adams                              November 11, 1998
Marty E. Adams, President, Chief                Date
Operating Officer and Director

/s/ James C. McBane *                           November 11, 1998
James C. McBane, Vice Chairman                  Date
of the Board and Director

Fred H. Johnson, III, Director                  Date

/s/ Keith D. Burgett *                          November 11, 1998
Keith D. Burgett, Director                      Date

/s/ Willard L. Davis *                          November 11, 1998
Willard L. Davis, Director                      Date

/s/ H. Lee Kinney *                             November 11, 1998
H. Lee Kinney, Director                         Date

/s/ Kenneth E. McConnell *                      November 11, 1998
Kenneth E. McConnell, Director                  Date

/s/ Glenn F. Thorne *                           November 11, 1998
Glenn F. Thorne, Director                       Date

/s/ Gerard P. Mastroianni *                     November 11, 1998
Gerard P. Mastroianni, Director                 Date
/s/ Del E. Goedeker *                           November 11, 1998
Del E. Goedeker, Director                       Date

/s/ Joseph W. Tosh, II *                        November 11, 1998
Joseph W. Tosh, II, Director                    Date

/s/ Gerald D. Aller *                           November 11, 1998
Gerald D. Aller, Director                       Date

David A. Bryan, Director                        Date

/s/ D. James Hilliker *                         November 11, 1998
D. James Hilliker, Director                     Date

/s/ Marilyn O. McAlear *                        November 11, 1998
Marilyn O. McAlear, Director                    Date

/s/ Thomas S. Noneman *                         November 11, 1998
Thomas S. Noneman, Director                     Date

/s/ Edward J. Reiter *                          November 11, 1998
Edward J. Reiter, Senior Chairman               Date
of the Board and Director

/s/ Emerson J. Ross, Jr. *                      November 11, 1998
Emerson J. Ross, Jr., Director                  Date

/s/ Douglas J. Shierson *                       November 11, 1998
Douglas J. Shierson, Director                   Date

C. Gregory Spangler, Director                   Date

Robert E. Stearns, Director                     Date

* The undersigned attorney-in-fact, by signing his name below, does hereby 
sign this Form S-8 Registration Statement on behalf of the above-named 
officers and directors pursuant to a power of attorney executed by such 
persons and filed with the Securities and Exchange Commission 
contemporaneously herewith.

/s/ W. Granger Souder, Jr.

W. Granger Souder, Jr.
Attorney-In-Fact
EXHIBIT INDEX

Exhibit                             Description

4(a)  The Registrant's Fifth Amended Articles of Incorporation 
(incorporated by reference to Exhibit 3.1 of Form S-4 Registration 
Statement No. 333-60741 of the Registrant).

4(b)  Amendment to the Registrant's Fifth Amended Articles of Incorporation 
(incorporated by reference to Appendix B of the Joint Proxy 
Statement/Prospectus in Form S-4 Registration Statement No. 333-60741 of    
the Registrant).

4(c)  The Registrant's Code of Regulations, as amended
(incorporated by reference to Exhibit 3(2) of Form S-4 Registration Statement 
No. 0-18209 of the Registrant).

4(d)  Amendment to the Code of Regulations of the Registrant 
(incorporated by reference to Appendix C of the Joint Proxy  
Statement/Prospectus in Form S-4 Registration Statement No. 333-60741 of    
the Registrant).

4(e)  Shareholder Rights Agreement dated as of July 21, 1998, between  
Bancshares and The Citizens Banking Company, as Rights Agent 
(incorporated by reference to Exhibit 4 of Form S-4 Registrant Statement    
No. 333-60741 of the Registrant).

4(f)  Citizens Bancshares, Inc. Amended and Restated 1998 Stock Option Plan 
for Nonemployee Directors
(incorporated by reference to Appendix G of the Joint Proxy  
Statement/Prospectus in Form S-4 Registration Statement No. 333-60741 of    
the Registrant).

4(g)  Citizens Bancshares, Inc. 1998 Stock Option Plan for Employees 
(incorporated by reference to Appendix H of the Joint Proxy 
Statement/Prospectus in Form S-4 Registration Statement No. 333-60741 of    
the Registrant).

5   Opinion of W. Granger Souder, Jr., Esq. regarding legality.

23(a)  Consent of Crowe, Chizek and Company LLP.

23(b)  Consent of S.R. Snodgrass, A.C.

23(c)  Consent of PricewaterhouseCoopers LLP.

23(d)  Consent of W. Granger Souder, Jr., Esq. (included in Exhibit 5).

24   Powers of Attorney submitted by David R. Francisco, Marty E. Adams, 
Edward J. Reiter, James C. McBane, Keith D. Burgett, Willard L. Davis,       
H. Lee Kinney, Kenneth E. McConnell, Glenn F. Thorne, Gerard P. Mastroianni, 
Del E. Goedeker, Joseph W. Tosh, II, Gerald D. Aller, D. James Hilliker, 
Marilyn O. McAlear, Thomas S. Noneman, Emerson J. Ross, Jr., and        
Douglas J. Shierson.