EXHIBIT 99


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November 22, 2004                               Contact: Craig Litchfield
                                                             570.724.3411
                                                         Patrick Donnelly
                                                             607.698.4295

                             FOR IMMEDIATE RELEASE:
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           CITIZENS & NORTHERN CORP. TO ACQUIRE CANISTEO VALLEY CORP.


   WELLSBORO, PA. and CANISTEO, NY - In its first venture into New York State,
Citizens & Northern Corporation, along with Canisteo Valley Corporation, has
announced the signing of a definitive agreement and plan of merger.

   Canisteo Valley Corporation is the parent company of First State Bank; a New
York State chartered commercial bank with two offices in Steuben County, NY, and
assets of $42.5 million as of September 30, 2004. Citizens & Northern
Corporation is the parent company of Citizens & Northern Bank, which has assets
in excess of $1.1 billion and 19 offices in Bradford, Lycoming, Sullivan and
Tioga Counties in Pennsylvania.

   Under the agreement, C&N will acquire Canisteo Valley Corp. in an all-cash
merger transaction. The transaction, which has been approved by the Boards of
Directors of both companies, is expected to be completed during the second
quarter of 2005, pending Canisteo stockholder approval, regulatory approval, and
other customary conditions of closing. At closing, First State Bank will operate
as a separate subsidiary of C&N.

   Craig G. Litchfield, C&N chairman, president and CEO, said he is looking
forward to working with the Canisteo community and residents of Steuben County.
"I believe it is very appropriate that our first opportunity to enter the New
York State market comes via a community such as Canisteo, which is quite similar
to the smaller Pennsylvania communities we have been serving so well for 140
years. I am confident that the people of Steuben County will appreciate our
community-focused style of banking and will find us to be a good and loyal
neighbor. We look forward to working with the First State Bank employees and
customers."


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   Litchfield said this transaction is expected to be accretive within one year
after closing and "provides additional opportunities for C&N in New York State."

   Amy Nugent Farley, Canisteo chairman, said, "This merger will reap tremendous
benefits, not only for our shareholders, but for our customers and the
community. C&N has a strong reputation for community involvement, along with a
commitment to local decision making by its local office personnel."

   Patrick Donnelly, who will remain president of First State Bank after the
transaction, said, "I am very pleased that a community-based corporation with
the values and assets of C&N has chosen to come into our market. This merger can
only benefit our customers, employees and the community. The people of Steuben
County will find C&N to be a huge asset."

   Citizens & Northern Corporation is a bank holding company headquartered in
Wellsboro, PA. The Company's stock trades on the Over-the-Counter Bulletin Board
under the symbol CZNC.OB. C&N can be found on the worldwide web at
www.cnbankpa.com.

Certain statements contained herein may be considered "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995.
These statements are based upon the belief of the Company's management, as well
as assumptions made beyond information currently available to the Company's
management, and may be, but not necessarily are, identified by such words as
"expect", "plan", "anticipate", "target", "forecast" and "goal". Because such
"forward-looking statements" are subject to risks and uncertainties, actual
results may differ materially from those expressed or implied by such
forward-looking statements. Factors that could cause actual results to differ
materially from the Company's expectations include changes in monetary and
fiscal policies of the Federal Reserve Board and the U. S. Government,
particularly related to changes in interest rates, changes in general economic
conditions, legislative or regulatory changes, downturn in demand for loan,
deposit and other financial services in the Corporation's market area, increased
competition from other banks and non-bank providers of financial services,
technological changes and increased technology-related costs, changes in
accounting principles, or the application of generally accepted accounting
principles and other similar outside influences. Except as otherwise stated in
this news announcement, the Company does not undertake any obligation to update
publicly or revise any forward-looking statements because of new information,
future events or otherwise.


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