8-K

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) March 31, 2008

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 (see General Instruction A.2. below):

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

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

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

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

ITEM 2.02. Results of Operations and Financial Condition

Citizens & Northern Corporation announced the unaudited, consolidated financial results for Citizens & Northern Corporation and subsidiaries for the three-month period ended March 31, 2008. On April 11, 2008, Citizens & Northern Corporation issued a press release titled “C&N Announces First Quarter 2008 Unaudited Financial Results,” a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Also, Citizens & Northern Corporation’s “Quarterly Report,” a report that includes unaudited financial information, will be mailed to shareholders on or about April 21, 2008. A copy of the Quarterly Report is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits

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

Exhibit 99.1: Press Release issued by Citizens & Northern Corporation dated April 11, 2008, titled “C&N Announces First Quarter 2008 Unaudited Financial Results.”

Exhibit 99.2: Quarterly Report, which includes unaudited financial information.

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: 4/11/08	By:	/s/ Craig G. Litchfield Chairman, President and Chief Executive Officer

EX-99.1

Exhibit 99.1

	Contact: Yvonne Gill
April 11, 2008	570-724-0247
	yvonneg@cnbankpa.com

C&N ANNOUNCES FIRST QUARTER 2008 UNAUDITED FINANCIAL RESULTS

FOR IMMEDIATE RELEASE:

          Wellsboro, PA – Citizens & Northern Corporation announced its unaudited, consolidated financial results for the first quarter 2008.

          Net income in the first quarter 2008 was $3,116,000, or $0.35 per share – basic and diluted. First quarter 2008 earnings per share were 20.7% higher than first quarter 2007 results of $0.29 per share – basic and diluted, or $2,458,000. Net income per share – basic and diluted was unchanged at $0.35 per share from the fourth quarter 2007, when net income totaled $3,182,000.

          The most significant changes in the components of earnings for the first quarter 2008, as compared to the first quarter 2007, were as follows:

• The interest margin increased $1,801,000, or 21.8%. The improved interest margin includes the impact of the Citizens Bancorp, Inc. acquisition, which was effective May 1, 2007, and which increased outstanding loans and provided deposits and other funding. The interest margin has also been positively impacted by lower short-term market interest rates, which have reduced interest rates paid on deposits and borrowings, and by higher earnings on the investment portfolio resulting from higher average holdings of securities.

• Noninterest income increased $1,399,000, or 67.0%. In the first quarter 2008, noninterest income included a gain of $533,000 from redemption of restricted shares of Visa, resulting from Visa’s initial public offering. Noninterest income in the first quarter 2008 also included an increase of $464,000, or 96.3%, in service charges on deposit accounts, primarily from growth in deposit volumes from the Citizens Bancorp acquisition, as well as higher fees on overdrafts associated with a new overdraft privilege program implemented in the first quarter 2008. Trust and

	Financial Management revenue increased $195,000, or 28.6%, mainly as a result of the addition of Citizens Bancorp.
•	In the first quarter 2008, net losses on available-for-sale securities amounted to $110,000, as compared to net gains of $1,161,000 in the first quarter 2007. In the first quarter 2008, C&N recognized an impairment charge of $248,000 on an investment in the stock of a commercial banking company. In the first quarter 2007, C&N realized significant gains from sales of bank stocks.
•	The provision for loan losses was $904,000 in the first quarter 2008, an increase of $675,000. The comparatively high loan loss provision in the first quarter 2008 resulted mainly from estimated losses on loans to two commercial borrowers.
•	Noninterest expense increased $217,000, or 2.6%. The increase in total noninterest expense included the impact of the Citizens Bancorp acquisition, with additional personnel and other costs associated with adding three locations that were not included in C&N’s activities in the first quarter 2007.
•	The provision for income taxes was $379,000 higher, mainly because of a higher level of pre-tax income.

          The most significant changes in the components of earnings for the first quarter 2008, as compared to the fourth quarter 2007, were increases in noninterest income of $656,000 and the interest margin of $495,000, offset by an increase in the provision for loan losses of $604,000, reduction in net realized gains and losses on available-for-sale securities of $316,000 and an increase in total noninterest expense of $308,000.

          Changes in other unaudited financial information are as follows:

• Total assets amounted to $1,280,297,000 as of March 31, 2008, down slightly from $1,283,746,000 as of December 31, 2007, and up $159,338,000 or 14.2% from March 31, 2007. The increase in total assets from the level a year earlier includes the impact of the Citizens Bancorp acquisition, as well as an increase in available-for-sale securities of approximately $80 million, funded mainly by borrowings.

• Net loans fell to $720,928,000 as of March 31, 2008, from $727,082,000 at December 31, 2007. As of March 31, 2008, net loans were 4.8% higher than at March 31, 2007.

• Total deposits and repo sweep accounts increased to $879,778,000 at March 31, 2008, from $874,181,000 at December 31, 2007. Total deposits and repo sweeps were up 10.3% from the balance at March 31, 2007.

• Total shareholders’ equity was $131,714,000 at March 31, 2008, down from $137,781,000 at December 31, 2007 and up from $129,765,000 at March 31, 2007. Shareholders’ equity included total accumulated other comprehensive loss of $13,411,000 at March 31, 2008 and $7,057,000 at December 31, 2007, and accumulated other comprehensive income of $265,000 at March 31, 2007. The reductions in accumulated other comprehensive income/loss that have occurred in the fourth quarter 2007 and first quarter 2008 are mainly from unrealized losses on available-for-sale securities. The unrealized losses are primarily from trust preferred securities issued by banking companies, for which management believes the losses to be temporary and not expected to be realized through earnings.

• Assets under management by C&N’s Trust and Financial Management Group increased 20.5%, to $634,489,000 at March 31, 2008 from $526,747,000 at March 31, 2007. The increase in Trust assets under management resulted from the acquisition of Citizens Bancorp, market value appreciation and new business. Total Trust assets under management have fallen from the December 31, 2007 level of $659,193,000, mainly because of recent stock market value declines.

          Citizens & Northern Corporation is the parent company of Citizens & Northern Bank and First State Bank. Citizens & Northern Bank is a local, independent community bank providing complete financial, investment and insurance services through 24 full service offices throughout Tioga, Bradford, Sullivan and Lycoming counties in Pennsylvania, and through the Citizens Trust Company locations in Coudersport, Emporium and Port Allegany. Citizens Trust Company can be found on the worldwide web at www.citizenstrustcompany.com. First State Bank provides banking services through its offices in Canisteo and South Hornell, NY. C&N can be found on the worldwide web at www.cnbankpa.com. First State Bank can be found on the web at www.fsbcanisteo.com. The Company’s stock is listed on NASDAQ Capital Market Securities under the symbol CZNC.

Safe Harbor Statement: Except for historical information contained herein, the matters discussed in this release are forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including without limitation, the following: 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 management’s assessment of realization of securities and other assets; and changes in accounting principles, or the application of generally accepted accounting principles. Citizens & Northern disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

EX-99.2

Exhibit 99.2

90-92 Main Street, P.O. Box 58

Wellsboro, PA 16901
Phone: (570) 724-3411       Fax: (570) 723-8097
E-Mail: cnemail@cnbankpa.com            Web Page: http://www.cnbankpa.com
Stock Symbol: CZNC

Chartered 1864
		FEDERAL DEPOSIT INSURANCE CORP
March 31, 2008	QUARTERLY REPORT

Dear Shareholder:

     We are pleased to report the results for the first quarter of 2008. Net income per share is up 20.69% over the same period last year and comparable to the results for the fourth quarter of 2007. The revenue enhancements and cost reduction strategies combined with the additional earning capacity derived from the Citizens Trust Company merger are paying off.

     With some improvement in the yield curve and the added earning assets from the merger, net interest income increased by $1.8 million, or 21.8%. Two notable noninterest income increases occurred in the Trust and Financial Management Group (TFMG) income, up 28.6%, and service charges and fees on deposit accounts, up 96.3%. We, also, recognized a gain of $533,000 from redemption of Visa stock. The deterioration of two commercial loans required a $904 thousand provision for loan losses. Nevertheless, our nonperforming assets to total assets decreased to 0.59%.

     Other expenses increased only 2.63%. Most of the increase is due to higher occupancy expense and an increase in the Pennsylvania Shares Tax due to the merger. Salary and wages and employee benefit expenses increased only 1.3% due mainly to a nearly 10% reduction in our work force.

     The TFMG’s assets under management increased 20.45% resulting from the addition of Citizens Trust Company assets under management, market value appreciation and new business. The TFMG has developed and is implementing marketing strategies to attract new retirement planning, estate planning and trust business. We would love to talk to you about your needs in any or all of these areas.

     Our IT and MIS personnel are helping reduce our operating costs through rapid implementation of remote branch and customer capture, conversions of branch communications from expensive frame relay to Internet VPN, continued support and enhancement of our core operating systems and the development of a new deposit product that we will introduce by the end of June.

     We expect to report additional positive results throughout 2008. Thank you for your continued support.

Craig G. Litchfield
Chairman, President & CEO

CITIZENS & NORTHERN CORPORATION

BOARD OF DIRECTORS

Craig G. Litchfield            Chairman of the Board

Dennis F. Beardslee	Edward L. Learn
R. Robert DeCamp	Raymond R. Mattie
Jan E. Fisher	Edward H. Owlett, III
R. Bruce Haner	Leonard Simpson
Susan E. Hartley	James E. Towner
Karl W. Kroeck	Ann M. Tyler
Leo F. Lambert	Charles H. Updegraff Jr.

CITIZENS & NORTHERN BANK
OFFICES

428 S. Main Street, ATHENS, PA 18810	570-888-2291
111 Main Street, DUSHORE, PA 18614	570-928-8124
Main Street, EAST SMITHFIELD, PA 18817	570-596-3131
104 Main Street, ELKLAND, PA 16920	814-258-5111
230-232 Railroad Street, JERSEY SHORE, PA 17740	570-398-4555
102 E. Main Street, KNOXVILLE, PA 16928	814-326-4151
Main Street, LAPORTE, PA 18626	570-946-4011
Main Street, LIBERTY, PA 16930	570-324-2331
1085 S. Main Street, MANSFIELD, PA 16933	570-662-1111
RR 2 Box 3036, MONROETON, PA 18832	570-265-2157
3461 Rte.405 Highway, MUNCY, PA 17756	570-546-6666
Thompson Street, RALSTON, PA 17763	570-995-5421
1827 Elmira Street, SAYRE, PA 18840	570-888-2220
2 E. Mountain Ave., SO. WILLIAMSPORT, PA 17702	570-601-3016
41 Main Street, TIOGA, PA 16946	570-835-5236
428 Main Street, TOWANDA, PA18848	570-265-6171
Court House Square, TROY, PA 16947	570-297-2159
90-92 Main Street, WELLSBORO, PA 16901	570-724-3411
130 Court Street, WILLIAMSPORT, PA 17701	570-320-0100
1510 Dewey Ave., WILLIAMSPORT, PA 17702	570-323-9305
Route 6, WYSOX, PA 18854	570-265-9148
TRUST & FINANCIAL MANAGEMENT GROUP
90-92 Main Street, Wellsboro, PA 16901	800-487-8784
428 Main Street, Towanda, PA 18848	888-987-8784
503 N. Elmira Street, Sayre, PA 18840	888-760-8192
130 Court Street, Williamsport, PA 17701	570-601-6000
ACCOUNT SERVICES - 90-92 Main St., Wellsboro, PA 16901	800-726-2265
BANKCARD SERVICES - 10 Nichols St., Wellsboro PA 16901	800-676-6639
CASH MANAGEMENT / INTERNET BANKING – 10 Nichols St., Wellsboro, PA 16901	570-724-0266
www.cnbankpa.com
FUNDS MANAGEMENT – 10 Nichols St., Wellsboro, PA 16901	800-577-9397
www.fmt@cnbankpa.com
C&N FINANCIAL SERVICES CORPORATION – 90-92 Main Street, Wellsboro, PA	866-ASK-CNFS
www.cnfinancialservices.com

CITIZENS TRUST COMPANY
a Division of Citizens & Northern Bank
OFFICES

10 N Main Street, COUDERSPORT, PA 16915	814-274-9150
135 East Fourth Street, EMPORIUM, PA 15834	814-486-1112
100 Maple Street, PORT ALLEGANY, PA 16743	814-642-2571

www.citizenstrustcompany.com

FIRST STATE BANK
OFFICES

3 Main Street, CANISTEO, NY 14823	607-698-4295
6250 County Route 64, HORNELL, NY 14843	607-324-4081

www.fsbcanisteo.com

CONSOLIDATED STATEMENT OF INCOME
(In Thousands, Except Per Share Data) (Unaudited)

	1ST			4TH		1ST
	QUARTER			QUARTER		QUARTER
	2008			2007		2007
	(Current)			(Prior Qtr)		(Prior Yr)
Interest and Dividend Income	$	18,700		$	18,228	$	16,243
Interest Expense		8,656			8,679		8,000
Interest Margin		10,044			9,549		8,243
Provision for Loan Losses		904			300		229
Interest Margin After Provision for Loan Losses		9,140			9,249		8,014
Other Income		3,487			2,831		2,088
Net (Losses) Gains on Available-for-sale Securities		(110	)		206		1,161
Other Expenses		8,464			8,156		8,247
Income Before Income Tax Provision		4,053			4,130		3,016
Income Tax Provision		937			948		558
NET INCOME	$	3,116		$	3,182	$	2,458
PER SHARE DATA (*):
Net Income — Basic	$	0.35		$	0.35	$	0.29
Net Income — Diluted	$	0.35		$	0.35	$	0.29
Dividend Per Share	$	0.24		$	0.24	$	0.24
Number Shares Used in Computation — Basic		8,974,407			8,979,035		8,376,139
Number Shares Used in Computation — Diluted		8,991,327			8,986,248		8,394,165

CONSOLIDATED BALANCE SHEET
(In Thousands, Except Per Share Data) (Unaudited)

	MARCH 31,			DEC. 31,			MARCH 31,
	2008			2007			2007
ASSETS
Cash & Due from Banks	$	37,479		$	31,661		$	23,548
Trading Securities		5,350			2,980			1,528
Available-for-sale Securities		423,235			432,755			342,780
Loans, Net		720,928			727,082			687,661
Intangible Assets		13,272			13,410			3,124
Other Assets		80,033			75,858			62,318
TOTAL ASSETS	$	1,280,297		$	1,283,746		$	1,120,959
LIABILITIES
Deposits	$	842,884		$	838,503		$	770,158
Repo Sweep Accounts		36,894			35,678			27,367
Total Deposits and Repo Sweeps		879,778			874,181			797,525
Borrowed Funds		260,074			264,454			182,902
Other Liabilities		8,731			7,330			10,767
TOTAL LIABILITIES		1,148,583			1,145,965			991,194
SHAREHOLDERS’ EQUITY
Shareholders’ Equity, Excluding Accumulated Other Comprehensive/Loss		145,125			144,838			129,500
Accumulated Other Comprehensive Income/ Loss:
Net Unrealized Gains/Losses on Available- for-sale Securities		(13,012	)		(6,654	)		1,440
Defined Benefit Plans		(399	)		(403	)		(1,175	)
TOTAL SHAREHOLDERS’ EQUITY		131,714			137,781			129,765
TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY	$	1,280,297		$	1,283,746		$	1,120,959

CONSOLIDATED FINANCIAL HIGHLIGHTS
(In Thousands, Except Per Share Data) (Unaudited)

	3 MONTHS ENDED						%
	MARCH						INCREASE
	2008			2007			(DECREASE)
EARNINGS PERFORMANCE
Net Income	$	3,116		$	2,458			26.77	%
Return on Average Assets		0.98	%		0.88	%		11.36	%
Return on Average Equity		9.13	%		7.50	%		21.73	%
BALANCE SHEET HIGHLIGHTS
Total Assets	$	1,280,297		$	1,120,959			14.21	%
Available-for-Sale Securities		423,235			342,780			23.47	%
Loans (Net)		720,928			687,661			4.84	%
Allowance for Loan Losses		8,948			8,338			7.32	%
Deposits and Repo Sweep Accounts		879,778			797,525			10.31	%
Trust Assets Under Management		634,489			526,747			20.45	%
SHAREHOLDERS’ VALUE (PER SHARE) (*)
Net Income — Basic	$	0.35		$	0.29			20.69	%
Net Income — Diluted	$	0.35		$	0.29			20.69	%
Dividends	$	0.24		$	0.24			0.00	%
Book Value	$	14.70		$	15.51			-5.22	%
Tangible Book Value	$	13.22		$	15.14			-12.68	%
Market Value (Last Trade)	$	19.83		$	20.60			-3.74	%
Market Value / Book Value		134.90	%		132.82	%		1.57	%
Market Value / Tangible Book Value		150.00	%		136.06	%		10.24	%
Price Earnings Multiple		14.16			17.76			-20.27	%
Dividend Yield		4.84	%		4.66	%		3.86	%
SAFETY AND SOUNDNESS
Tangible Equity / Tangible Assets		9.35	%		11.33	%		-17.48	%
Nonperforming Assets / Total Assets		0.59	%		0.72	%		-18.06	%
Allowance for Loan Losses / Total Loans		1.23	%		1.20	%		2.50	%
Risk Based Capital Ratio		16.63	%		17.44	%		-4.64	%
AVERAGE BALANCES
Average Assets	$	1,277,224		$	1,116,027			14.44	%
Average Equity		136,566			131,108			4.16	%

(*) For purposes of per share calculations, the market value and number of outstanding shares have been retroactively adjusted for the effects of 1% stock dividends issued in January of 2008 and 2007.