CITIZENS & NORTHERN CORPORATION - FORM 10 - Q

Exhibit 31.2

                                  CERTIFICATION

I, Mark A. Hughes, Treasurer and Chief Financial Officer of Citizens & Northern
Corporation, certify that:

        1. I have reviewed this quarterly report on Form 10-Q of Citizens &
           Northern Corporation;

        2. Based on my knowledge, this quarterly report does not contain any
           untrue stat ement of a material fact or omit to state a material
           fact necessary to make the statements made, in light of the
           circumstances under which such statements were made, not
           misleading with respect to the period covered by this quarterly
           report;

        3. Based on my knowledge, the financial statements, and other financial
           information included in this quarterly report, fairly present in
           all material respects the financial condition, results of
           operations and cash flows of the registrant as of, and for, the
           periods presented in this quarterly report;

        4. The registrant's other certifying officer and I are responsible for
           establishing and maintaining disclosure controls and procedures
           (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
           internal control over financial reporting (as defined in
           Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
           and we have:

           a) designed such disclosure controls and procedures, or caused
              such disclosure controls and procedures to be designed under our
              supervision, to ensure that material information relating to the
              registrant, including its consolidated subsidiaries, is made
              known to us by others within those entities, particularly during
              the period in which this report is being prepared;

           b) designed such internal control over financial reporting, or caused
              such internal control over financial reporting to be designed
              under our supervision, to provide reasonable assurance regarding
              the reliability of financial reporting and the preparation of
              financial statements for external purposes in accordance with
              generally accepted accounting principles;

           c) evaluated the effectiveness of the registrant's disclosure
              controls and procedures and presented in this report our
              conclusions about the effectiveness of the disclosure controls
              and procedures, as of the end of the period covered by this
              report based on such evaluation; and

           d) disclosed in this report any change in the registrant's internal
              control over financial reporting that occurred during the
              registrant's most recent fiscal quarter (the registrant's fourth
              fiscal quarter in the case of an annual report) that has
              materially affected, or is reasonably likely to materially
              affect, the registrant's internal control over financial
              reporting; and

        5. The registrant's other certifying officer and I have disclosed, based
           on our most recent evaluation of internal control over financial
           reporting, to the registrant's auditors and the audit committee of
           registrant's board of directors (or persons performing the equivalent
           function):

           a) all significant deficiencies and material weaknesses in the
               design or operation of internal control over financial reporting
               which are reasonably likely to adversely affect the registrant's
               ability to record, process, summarize and report financial
               information; and

           b) any fraud, whether or not material, that involves management
              or other employees who have a significant role in the
              registrant's internal control over financial reporting.






August 5, 2005                             By: Mark A. Hughes /s/
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Date                                       Treasurer and Chief Financial Officer