<SUBMISSION>
<ACCESSION-NUMBER>0000950152-02-002884
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20020331
<ITEMS>5
<ITEMS>7
<FILING-DATE>20020411
<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>02608403
</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>l93795ae8-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) March 31, 2002
                                                          --------------

                         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>


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


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>l93795aex99.txt
<DESCRIPTION>EXHIBIT 99
<TEXT>
<PAGE>

Exhibit 99


                                 PRESS RELEASE
                        [CITIZENS & NORTHERN BANK LOGO]


                                                    Contact:  Michelle M. Karas
April 11, 2002                                      570-724-0205
                                                    mkaras@cnbankpa.com

         C&N ANNOUNCES FINANCIAL RESULTS FOR FIRST QUARTER 2002

FOR IMMEDIATE RELEASE:

         Wellsboro, PA - 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, which are highlighted below:

         -        Net Income grew 69%, to $3,838,000 for the first quarter 2002
                  from $2,265,000 for the first quarter 2001. Net Income Per
                  Share -Basic rose to $0.73 for the first quarter 2002, as
                  compared to $0.43 for the first quarter 2001. Diluted Net
                  Income Per Share rose to $0.72 in the first quarter 2002 from
                  $0.43 for the first quarter 2001.

         -        Return on Average Assets, excluding unrealized gains or losses
                  on securities, increased 45%, to 1.75% for the first quarter
                  2002, from 1.21% for the first quarter 2001. Including the
                  effects of unrealized gains or losses, Return on Average
                  Assets increased to 1.74% for the first quarter 2002, compared
                  to 1.21% for the first quarter 2001.

         -        Return on Average Equity, excluding unrealized gains or losses
                  on securities, rose 35%, to 16.06% for the first quarter 2002,
                  from 10.14% for the first quarter 2001. Including the effects
                  of unrealized gains or losses, Return on Average Equity
                  increased to 15.09% for the first quarter 2002, compared to
                  10.09% for the first quarter 2001.

         -        Shareholders' Equity/Average Assets Ratio was 10.57% as of
                  March 31, 2002. This safety and soundness measurement needs to
                  be at a minimum of 5% to be considered well capitalized by
                  banking regulatory agencies.

<PAGE>

         -        Cash Dividends declared by C&N increased by over 7% for the
                  first quarter 2002, to $0.28 per share, as compared to $0.26
                  per share for the first quarter 2001.

         The higher level of earnings in the first quarter 2002, compared to the
first quarter 2001, was affected by higher net interest income, primarily from
lower interest rates on deposits and borrowed funds, and by growth in earning
assets. Net interest income was $7,351,000 in the first quarter 2002, an
increase of 31% over the $5,601,000 of net interest income recorded in the first
quarter 2001. Also, in the first quarter of 2002, there was an unusually high
amount of net gains from sales of investment securities. Net realized gains from
securities amounted to $1,226,000 in the first quarter 2002, as compared to
$455,000 in the first quarter 2001.

         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>
