<SUBMISSION>
<ACCESSION-NUMBER>0000950152-01-504932
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20010930
<ITEMS>5
<ITEMS>7
<FILING-DATE>20011011
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CITIZENS & NORTHERN CORP
<CIK>0000810958
<ASSIGNED-SIC>6022
<IRS-NUMBER>232451943
<STATE-OF-INCORPORATION>PA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-16084
<FILM-NUMBER>1757083
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>THOMPSON ST
<CITY>RALSTON
<STATE>PA
<ZIP>17763
<PHONE>7172656171
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>90-92 MAIN ST
<CITY>WELLSBORO
<STATE>PA
<ZIP>16901
</MAIL-ADDRESS>
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<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>l90614ae8-k.txt
<DESCRIPTION>CITIZENS & NORTHERN CORPORATION     8-K
<TEXT>
<PAGE>   1
                       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) September 30, 2001
                                                        ------------------

                         CITIZENS & NORTHERN CORPORATION
                         -------------------------------
             (Exact name of registrant as specified in its charter)

          Pennsylvania                    0-16084                23-2451943
---------------------------------      --------------       -------------------
(State or other jurisdiction of         (Commission         (I.R.S. Employer
incorporation)                          File Number)        Identification No.)

90-92 Main Street, Wellsboro, PA                                  16901
----------------------------------------                         ---------
(Address of Principal Executive Office)                          (Zip Code)


Registrant's telephone number, including area code   (570) 724-3411
                                                     --------------


                                       N/A
                                       ---
          (Former name or former address, if changed since last report)


<PAGE>   2



ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.

Craig G. Litchfield, chairman, president and chief executive officer, recently
announced the consolidated financial results for Citizens & Northern Corporation
and subsidiaries for the first nine months of 2001 and the third quarter of
2001. On October 11, 2001, Citizens & Northern Corporation issued a press
release titled "C&N Announces Financial Results for Third Quarter 2001," a copy
of which is filed as an exhibit to this Current Report on Form 8-K and is
incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a)  Not applicable.
(b)  Not applicable.
(c)  Exhibits.

         Exhibit 99: Press Release issued by Citizens & Northern Corporation
         dated October 11, 2001, titled "C&N Announces Financial Results for
         Third Quarter 2001."

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                          CITIZENS & NORTHERN CORPORATION

Date:  10/11/01                                  /s/ Mark Hughes
                                                 -------------------------------
                                          By:    Mark Hughes /s/
                                                 Chief Financial Officer





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>l90614aex99.txt
<DESCRIPTION>EXHIBIT 99
<TEXT>
<PAGE>   1
Exhibit 99

                                 PRESS RELEASE
                        [CITIZENS & NORTHERN BANK LOGO]

                                                      Contact: Michelle M. Karas
                                                      570-724-0205
                                                      mkaras@cnbankpa.com

             C&N ANNOUNCES FINANCIAL RESULTS FOR THIRD QUARTER 2001


FOR IMMEDIATE RELEASE:

         WELLSBORO, PA - Craig G. Litchfield, chairman, president and chief
executive officer, recently announced the consolidated financial results for
Citizens & Northern Corporation and subsidiaries for the first nine months of
2001 and the third quarter of 2001, respectively, which are highlighted below.

FINANCIAL HIGHLIGHTS FOR NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2001:

         -        Net Income grew 43%, to $8.9 million for the 9 months ended
                  September 30, 2001 from $6.2 million for the 9 months ended
                  September 30, 2000. Net Income Per Share (Basic and Diluted)
                  rose to $1.69 for the 9 months ended September 30, 2001, as
                  compared to $1.18 for the 9 months ended September 30, 2000.

         -        Return on Average Assets, excluding unrealized gains or losses
                  on securities, increased 29%, to 1.50% for the 9 months ended
                  September 30, 2001, from 1.16% for the 9 months ended
                  September 30, 2000. Including the effects of unrealized gains
                  or losses, Return on Average Assets increased to 1.49% for the
                  9 months ended September 30, 2001, compared to 1.17% for the
                  first 9 months of 2000.

         -        Return on Average Equity, excluding unrealized gains or losses
                  on securities, rose 38%, to 13.01% for the 9 months ended
                  September 30, 2001, from 9.43% for the 9 months ended
                  September 30, 2000. Including the effects of unrealized gains
                  or losses, Return on Average Equity increased to 12.57% for
                  the 9 months ended September 30, 2001, compared to 10.50% for
                  the first 9 months of 2000.

<PAGE>   2

         -        Shareholders' Equity/Average Assets Ratio was 11.84% as of
                  September 30, 2001. This safety and soundness measurement
                  needs to be at a minimum of 5% to be considered well
                  capitalized by banking regulatory agencies.

         -        Dividends declared by C&N increased by over 8% for the first
                  nine months of 2001, to $0.78 per share, as compared to $0.72
                  per share for the first nine months of 2000.

FINANCIAL HIGHLIGHTS FOR THIRD QUARTER 2001:

         -        Net Income grew 86%, to $3.4 million for the third quarter
                  2001 from $1.8 million for the third quarter 2000. Net Income
                  Per Share (Basic and Diluted) rose to $0.65 for the third
                  quarter 2001 from $0.35 for the third quarter 2000.

         -        Dividends declared increased by over 8% in the third quarter
                  of 2001, to $0.26 per share, as compared to $0.24 per share in
                  the third quarter of 2000.

        Increases in earnings in 2001 compared to 2000 reflect the following
     significant changes: (1) higher net interest income, primarily from lower
     interest rates on deposits and borrowed funds, and (2) higher gains from
     sales of investment securities.

        Citizens & Northern Bank is a wholly-owned subsidiary of Citizens &
     Northern Corporation. Citizens & Northern Bank provides complete financial,
     investment and insurance services through 17 full service offices located
     throughout Tioga, Bradford, Sullivan and Lycoming, Pennsylvania counties.
     C&N can be found on the web at www.cnbankpa.com.



</TEXT>
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