Citizens & Northern Corporation
90-92 Main Street, P.O. Box 58
Wellsboro, Pennsylvania 16901
April 22, 2020
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Re: Citizens & Northern Corporation (the "Company")
Registration Statement on Form S-4
File No. 333-237591
Ladies and Gentlemen:
The undersigned hereby requests, pursuant to Rules 460 and 461(a) promulgated under the Securities Act of 1933, as amended, that the above-referenced Registration Statement on Form S-4 (File No. 333-237591) (the “Form S-4”) of the Company be declared effective at 2:00 p.m., New York City time, on Friday, April 24, 2020 or as soon thereafter as is practicable. We respectfully request that we be notified of such effectiveness by a telephone call to Charles J. Ferry of Stevens & Lee, P.C. at (717) 255-7380 and that such effectiveness also be confirmed in writing to the addressees listed on the cover page of the Form S-4.
| Very truly yours, | |||
| Citizens & Northern Corporation | |||
| By: | /s/ Mark A Hughes | ||
| Name: | Mark A. Hughes | ||
| Title: | Treasurer and Chief Financial Officer | ||
| cc: | J. Bradley Scovill, Citizens & Northern Corporation |
| Charles F. Ferry, Esq., Stevens & Lee, P.C. | |
| Eric Envall, Esq., U.S. Securities and Exchange Commission |
