January 30, 2019

J. Bradley Scovill
President and Chief Executive Officer
Citizens & Northern Corporation
90-92 Main Street
P.O. Box 58
Wellsboro, PA 16901

       Re: Citizens & Northern Corporation
           Registration Statement on Form S-4
           Filed January 10, 2019
           File No. 333-229186

Dear Mr. Scovill:

       This is to advise you that we have not reviewed and will not review your
registration
statement.

        Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

       Please contact Christopher Dunham, Staff Attorney, at (202) 551-3783
with any
questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Financial
Services
cc:    Kimberly J. Decker, Esq.