<SUBMISSION>
<ACCESSION-NUMBER>0000950152-02-007600
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20020930
<ITEMS>5
<ITEMS>7
<FILING-DATE>20021015
<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>02789739
</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>l96657ae8vk.txt
<DESCRIPTION>CITIZENS & 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) September 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 unaudited, consolidated financial results for Citizens & Northern
Corporation and subsidiaries for the first nine months of 2002 and the third
quarter of 2002. On October 11, 2002, Citizens & Northern Corporation issued a
press release titled "C&N Announces Unaudited Financial Results for First Nine
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 October 11, 2002, titled "C&N Announces Unaudited Financial
         Results for First Nine 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:  10/11/02              /s/ Craig G. Litchfield
                             -----------------------------------------------
                         By: Craig G. Litchfield
                             Chairman, President and Chief Executive Officer






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>l96657aexv99.txt
<DESCRIPTION>EXHIBIT 99
<TEXT>
<PAGE>
Exhibit 99


                                 PRESS RELEASE
                        [CITIZENS & NORTHERN BANK LOGO]





                                                     Contact:  Yvonne Gill
October 11, 2002                                     570-724-0212
                                                     ygill@cnbankpa.com

             C&N ANNOUNCES UNAUDITED FINANCIAL
             RESULTS FOR FIRST NINE MONTHS OF 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 nine months
ended September 30, 2002, and for the third quarter 2002, respectively, which
are highlighted below.

FINANCIAL HIGHLIGHTS FOR NINE MONTHS ENDED SEPTEMBER 30, 2002:
--------------------------------------------------------------

         -        Net Income grew 28%, to $11,368,000 for the first nine months
                  of 2002, from $8,860,000 for the first nine months of 2001.
                  Net Income Per Share -Basic rose to $2.15 for the first nine
                  months of 2002, as compared to $1.67 for the first nine months
                  of 2001. Diluted Net Income Per Share rose to $2.14 in the
                  first nine months of 2002 from $1.67 in the first nine months
                  of 2001.

         -        Return on Average Assets, excluding unrealized gains or losses
                  on securities, increased 6%, to 1.59% for the first nine
                  months of 2002, from 1.50% for the first nine months of 2001.
                  Including the effects of unrealized gains or losses, Return on
                  Average Assets increased to 1.57% for the first nine months of
                  2002, compared to 1.49% for the first nine months of 2001.

         -        Return on Average Equity, excluding unrealized gains or losses
                  on securities, rose 16%, to 15.04% for the first nine months
                  of 2002, from 13.01% for the first nine months of 2001.
                  Including the effects of unrealized gains or losses, Return on
                  Average Equity increased to 13.70% for the first nine months
                  of 2002, compared to 12.57% for the first nine months of 2001.

         -        Total assets amounted to $984,812,000 as of September 30,
                  2002, an increase of 18% over total assets of $837,276,000 as
                  of September 30, 2001.

<PAGE>

         -        Shareholders' Equity/Average Assets Ratio was 10.66% as of
                  September 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 10.3% for the
                  first nine months of 2002, to $0.86 per share, as compared to
                  $0.78 per share for the first nine months of 2001.

FINANCIAL HIGHLIGHTS FOR THIRD QUARTER 2002:
--------------------------------------------

         -        Net Income grew 9%, to $3,710,000 for the third quarter 2002
                  from $3,406,000 for the third quarter 2001. Net Income Per
                  Share (Basic and Diluted) rose to $0.70 for the third quarter
                  2002 from $0.64 for the third quarter 2001.

         -        Net Income for the third quarter 2002 of $3,710,000 was 3%
                  lower than second quarter 2002 Net Income of $3,820,000.

         -        Cash Dividends declared increased by 15.4% to $0.30 per share
                  in the third quarter 2002, as compared to $0.26 per share in
                  the third quarter 2001.

         The most significant cause of the increase in year-to-date earnings for
the first nine months of 2002 compared to the first nine months of 2001 was
higher net interest income, primarily from growth in earning assets and from
lower interest rates on deposits and borrowed funds. Net interest income was
$23,161,000 in the first nine months of 2002, an increase of 21% over the
$19,078,000 of net interest income recorded in the first nine months of 2001.

         Net interest income grew to $8,020,000 in the third quarter 2002 from
$7,790,000 in the second quarter 2002. However, net realized gains from
securities fell to $489,000 in the third quarter 2002, as compared to $781,000
in the second 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>
