<SUBMISSION>
<ACCESSION-NUMBER>0000950152-02-000144
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20011231
<ITEMS>5
<ITEMS>7
<FILING-DATE>20020110
<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>2506308
</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>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>l92269ae8-k.txt
<DESCRIPTION>CITIZENS & NORTHERN CORPORATION    8-K
<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) 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
----------------------------------------                                        ---------
(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)


<PAGE>


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





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>l92269aex99.txt
<DESCRIPTION>EXHIBIT 99 - PRESS RELEASE
<TEXT>
<PAGE>

Exhibit 99

                                PRESS RELEASE
                       [logo] CITIZENS & NORTHERN BANK





                                                    Contact:  Michelle M. Karas
January 10, 2002                                    570-724-0205
                                                    mkaras@cnbankpa.com

             C&N ANNOUNCES FINANCIAL RESULTS FOR FOURTH 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 year ended December 31,
2001, and for the fourth quarter 2001, respectively, which are highlighted
below.

FINANCIAL HIGHLIGHTS FOR YEAR ENDED DECEMBER 31, 2001:
------------------------------------------------------

o             Net Income grew 42%, to $12,052,000 for 2001 from $8,476,000 for
              2000. Net Income Per Share -Basic rose to $2.28 for 2001, as
              compared to $1.60 for 2000. Diluted Net Income Per Share rose to
              $2.27 in 2001 from $1.60 in 2000.

o             Return on Average Assets, excluding unrealized gains or losses on
              securities, increased 27%, to 1.50% for 2001, from 1.18% for 2000.
              Including the effects of unrealized gains or losses, Return on
              Average Assets increased to 1.50% for 2001, compared to 1.20% for
              2000.

o             Return on Average Equity, excluding unrealized gains or losses on
              securities, rose 35%, to 13.14% for 2001, from 9.71% for 2000.
              Including the effects of unrealized gains or losses, Return on
              Average Equity increased to 12.55% for 2001, compared to 10.76%
              for 2000.

o             Shareholders' Equity/Average Assets Ratio was 11.85% as of
              December 31, 2001. This safety and soundness measurement needs to
              be at a minimum of 5% to be considered well capitalized by banking
              regulatory agencies.

o             Cash Dividends declared by C&N increased by over 8% for 2001, to
              $1.06 per share, as compared to $0.98 per share for 2000.


<PAGE>

FINANCIAL HIGHLIGHTS FOR FOURTH QUARTER 2001:
---------------------------------------------

o      Net Income grew 40%, to $3,192,000 for the fourth quarter 2001 from
       $2,281,000 for the fourth quarter 2000.  Net Income Per
       Share (Basic and Diluted) rose to $0.60 for the fourth quarter
       2001 from $0.43 for the fourth quarter 2000.

o      Cash Dividends declared increased to $0.28 per share in the fourth
       quarter 2001, as compared to $0.26 per share in the fourth quarter 2000.

         The most significant cause of the increase in earnings for 2001
compared to 2000 was higher net interest income, primarily from lower interest
rates on deposits and borrowed funds. Net interest income was $26,784,000 in
2001, an increase of 22% over the $22,010,000 of net interest income recorded in
2000.
         Citizens & Northern Bank is a wholly-owned subsidiary of Citizens &
Northern Corporation. Citizens & Northern Bank provides complete financial and
investment 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>
</DOCUMENT>
</SUBMISSION>
