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) December 31, 2002
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                         CITIZENS & NORTHERN CORPORATION
                         -------------------------------
             (Exact name of registrant as specified in its charter)

        Pennsylvania                    0-16084                   23-2451943
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(State or other jurisdiction          (Commission            (I.R.S. Employer
of incorporation)                     File Number)           Identification No.)

90-92 Main Street, Wellsboro, PA                                       16901
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(Address of Principal Executive Office)                              (Zip Code)


Registrant's telephone number, including area code   (570) 724-3411
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                                       N/A
                                       ---
          (Former name or former address, if changed since last report)






ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.

Craig G. Litchfield, chairman, president and chief executive officer, recently
announced the unaudited, consolidated financial results for Citizens & Northern
Corporation and subsidiaries for the year ended December 31, 2002, and for the
fourth quarter 2002. On January 10, 2003, Citizens & Northern Corporation issued
a press release titled "C&N Announces Unaudited Financial Results, Including
Total Assets of Over $1 Billion," a copy of which is filed as an exhibit to this
Current Report on Form 8-K and is incorporated herein by reference.

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

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

         Exhibit 99: Press Release issued by Citizens & Northern Corporation
         dated January 10, 2003, titled "C&N Announces Unaudited Financial
         Results, Including Total Assets of Over $1 Billion."

                                   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:  1/10/03                  /s/ Craig G. Litchfield
                            ---------------------------------------------
                            By: Craig G. Litchfield
                                Chairman, President and Chief Executive Officer