EXHIBIT 23

                         CONSENT OF INDEPENDENT AUDITORS

We hereby  consent to the  incorporation  by reference in this Annual  Report on
form 10-K of Citizens & Northern  Corporation  for the year ended  December  31,
1999 of our report  dated  February  10,  2000  which  appears on page 27 of the
Annual Report to Shareholders for the year ended December 31, 1999.

Williamsport, Pennsylvania
March 24, 2000



                             Independent Auditors' Report

To the Stockholders and Board of Directors of Citizens & Northern Corporation:

We have  audited  the  accompanying  consolidated  balance  sheets of Citizens &
Northern  Corporation and subsidiaries  ("Corporation")  as of December 31, 1999
and  1998,  and the  related  consolidated  statements  of  income,  changes  in
stockholders'  equity,  and cash flows for each of the three years in the period
ended December 31, 1999. These financial  statements are the  responsibility  of
the  Corporation's  management.  Our  responsibility is to express an opinion on
these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of Citizens & Northern
Corporation  and  subsidiaries as of December 31, 1999 and 1998, and the results
of their  operations  and their  cash  flows for each of the three  years in the
period ended December 31, 1999, in conformity with generally accepted accounting
principles.

Parente Randolph, PC
Williamsport, Pennsylvania

February 10, 2000