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                       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) March 31, 2002
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                         CITIZENS & NORTHERN CORPORATION
                         -------------------------------
             (Exact name of registrant as specified in its charter)

          Pennsylvania                  0-16084             23-2451943
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(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)


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 unaudited, consolidated financial results for Citizens & Northern
Corporation and subsidiaries for the first quarter of 2002. On April 11, 2002,
Citizens & Northern Corporation issued a press release titled "C&N Announces
Financial Results for First Quarter 2002," 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 April 11, 2002, titled "C&N Announces Financial Results for First
         Quarter 2002."

                                   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:  4/11/02                            /s/ Mark Hughes
                                     ----------------------------------------
                                     By:      Mark Hughes
                                              Chief Financial Officer


