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
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             (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
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                                       N/A
                                       ---
          (Former name or former address, if changed since last report)




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
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                                     By:      Mark Hughes
                                              Chief Financial Officer