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, 2004
                                                          -------------

                         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)





ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a)  Not applicable.
(b)  Not applicable.
(c)  Exhibits.

         Exhibit 99.1: Press Release issued by Citizens & Northern Corporation
         dated July 9, 2004, titled "C&N Announces June 30, 2004 Unaudited
         Financial Results."

         Exhibit 99.2: Quarterly Report, which includes unaudited financial
         information.

ITEM 12. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Citizens & Northern Corporation announced the unaudited, consolidated financial
results for Citizens & Northern Corporation and subsidiaries for the three-month
and six-month periods ended June 30, 2004. On July 9, 2004, Citizens & Northern
Corporation issued a press release titled "C&N Announces June 30, 2004 Unaudited
Financial Results," a copy of which is filed as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference. Also on July 9,
2004, Citizens & Northern Corporation completed its "Quarterly Report," a report
that includes unaudited financial information. The Quarterly Report will be
mailed to shareholders with the quarterly dividend checks to be issued July 20,
2004. A copy of the Quarterly Report is filed as Exhibit 99.2 to this Current
Report on Form 8-K and is incorporated herein by reference.









                                   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:  7/9/04                               By: Craig G. Litchfield /s/
                                                -----------------------
                                                Chairman, President and Chief
                                                Executive Officer