<SUBMISSION>
<ACCESSION-NUMBER>0000950152-02-005418
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20020630
<ITEMS>5
<ITEMS>7
<FILING-DATE>20020711
<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>02700962
</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>l95272ae8vk.txt
<DESCRIPTION>CITIZENS AND NORTHERN CORPORATION     FORM 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) June 30, 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 consolidated financial results for Citizens & Northern Corporation
and subsidiaries for the first six months of 2002 and the second quarter of
2002. On July 11, 2002, Citizens & Northern Corporation issued a press release
titled "C&N Announces Financial Results for First Six Months of 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 July 11, 2002, titled "C&N Announces Financial Results for First
         Six Months of 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:  7/11/02             /s/   Craig G. Litchfield
                           ---------------------------------------------------
                           By:   Craig G. Litchfield
                                 Chairman, President and Chief Executive Officer





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>l95272aexv99.txt
<DESCRIPTION>EX-99 PRESS RELEASE
<TEXT>
<PAGE>

                                                                      Exhibit 99


                                 PRESS RELEASE
                        [CITIZENS & NORTHERN BANK LOGO]



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

          C&N ANNOUNCES FINANCIAL RESULTS FOR FIRST SIX MONTHS OF 2002

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 six months ended June
30, 2002, and for the second quarter 2002, respectively, which are highlighted
below.

FINANCIAL HIGHLIGHTS FOR SIX MONTHS ENDED JUNE 30, 2002:
--------------------------------------------------------

     -    Net Income grew 40%, to $7,658,000 for the first six months of 2002,
          from $5,454,000 for the first six months of 2001. Net Income Per Share
          -Basic rose to $1.45 for the first six months of 2002, as compared to
          $1.03 for the first six months of 2001. Diluted Net Income Per Share
          rose to $1.44 in the first six months of 2002 from $1.03 in the first
          six months of 2001.

     -    Return on Average Assets, excluding unrealized gains or losses on
          securities, increased 20%, to 1.69% for the first six months of 2002,
          from 1.41% for the first six months of 2001. Including the effects of
          unrealized gains or losses, Return on Average Assets increased to
          1.68% for the first six months of 2002, compared to 1.41% for the
          first six months of 2001.

     -    Return on Average Equity, excluding unrealized gains or losses on
          securities, rose 30%, to 15.80% for the first six months of 2002, from
          12.12% for the first six months of 2001. Including the effects of
          unrealized gains or losses, Return on Average Equity increased to
          14.93% for the first six months of 2002, compared to 11.85% for the
          first six months of 2001.




<PAGE>

     -    Shareholders' Equity/Average Assets Ratio was 10.60% as of June 30,
          2002. This safety and soundness measurement needs to be at a minimum
          of 5% to be considered well capitalized by banking regulatory
          agencies.

     -    Cash Dividends declared by C&N increased by 7.7% for the first six
          months of 2002, to $0.56 per share, as compared to $0.52 per share for
          the first six months of 2001.

FINANCIAL HIGHLIGHTS FOR SECOND QUARTER 2002:
---------------------------------------------

     -    Net Income grew 20%, to $3,820,000 for the second quarter 2002 from
          $3,189,000 for the second quarter 2001. Net Income Per Share (Basic
          and Diluted) rose to $0.72 for the second quarter 2002 from $0.60 for
          the second quarter 2001.

     -    The amount of Net Income for the second quarter 2002 was almost
          unchanged from the first quarter 2002 Net Income of $3,838,000.

     -    Cash Dividends declared increased to $0.28 per share in the second
          quarter 2002, as compared to $0.26 per share in the second quarter
          2001.

         The most significant cause of the increase in year-to-date earnings for
the first six months of 2002 compared to the first six months of 2001 was higher
net interest income, primarily from lower interest rates on deposits and
borrowed funds, and from growth in earning assets. Net interest income was
$15,141,000 in the first six months of 2002, an increase of 25% over the
$12,153,000 of net interest income recorded in the first six months of 2001.

         Net interest income grew to $7,790,000 in the second quarter 2002 from
$7,351,000 in the first quarter 2002. However, net realized gains from
securities fell to $781,000 in the second quarter 2002, as compared to
$1,226,000 in the first quarter 2002.

         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>
