<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) December 31, 2001

                                -----------------

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

<TABLE>
<S>                                     <C>                            <C>

          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
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(Address of Principal Executive Office)                                         (Zip Code)
</TABLE>


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


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


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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 twelve months of 2001 and the fourth quarter of 2001.
On Janurary 10, 2002, Citizens & Northern Corporation issued a press release
titled "C&N Announces Financial Results for Fourth 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 January 10, 2002, titled "C&N Announces Financial Results for
         Fourth 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:  1/10/02                    /s/ Mark Hughes
                                  --------------------------------------------
                                  By:  Mark Hughes
                                       Chief Financial Officer





