8-K

                                  UNITED STATES
                       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) January 12, 2005


                         CITIZENS & NORTHERN CORPORATION
             (Exact name of registrant as specified in its charter)

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

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

Registrant's telephone number, including area code   (570) 724-3411

                                       N/A
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))





SECTION 8 - OTHER EVENTS

  ITEM 8.01 OTHER EVENTS

Citizens & Northern Corporation's ("C&N") application to list its common stock
on the NASDAQ SmallCap Market has been approved and the stock will be listed
effective Thursday, January 13, 2005. The trading symbol for C&N's shares will
be CZNC. Previously, C&N's common stock was listed on the Over-the-Counter
Bulletin Board under the symbol CZNC.OB.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

  ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

  (c) EXHIBITS

Exhibit 99 - Press Release issued by C&N dated January 12, 2005, titled
"Citizens & Northern Stock Approved for NASDAQ SmallCap Market Listing."



                                   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:  1/12/05                       By: Craig G. Litchfield /s/
                                         --------------------------------
                                         Name:  Craig G. Litchfield
                                         Title: Chairman, President and
                                                Chief Executive Officer


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EX-99

                                                                      EXHIBIT 99


(CITIZENS & NORTHERN CORPORATION LOGO)

                                                            Contact: Yvonne Gill
January 12, 2005                                                    570.724.0247

CITIZENS & NORTHERN STOCK APPROVED FOR NASDAQ SMALLCAP MARKET LISTING

FOR IMMEDIATE RELEASE:

   WELLSBORO, PA. - Citizens & Northern Corporation's application to list its
securities on The NASDAQ SmallCap Market has been approved and the stock will be
listed effective Thursday, January 13, 2005. The trading symbol for the
corporation's common shares will be CZNC. Previously the Corporation's stock was
listed on the Over-the-Counter Bulletin Board under the symbol CZNC.OB.

   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. The Corporation has also
signed a definitive agreement and plan of merger with Canisteo Valley
Corporation, paving the way for C&N's entry into the New York State market.

   Listing C&N stock on the NASDAQ SmallCap Market "should provide our
shareholders with more liquidity for their stock," said Craig G. Litchfield, C&N
chairman, president and CEO. "We are very pleased to make this transition and
are certain it will prove beneficial to our shareholders."

   The NASDAQ SmallCap Market serves smaller companies that may not qualify for
inclusion in the NASDAQ National Market. At close of business Monday, C&N's
stock was valued at $27.50 per share.

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   Citizens & Northern Bank provides complete financial, investment and
insurance services through its 19 full service offices. 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
"should", "likely", "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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