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, 2004
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                         CITIZENS & NORTHERN CORPORATION
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             (Exact name of registrant as specified in its charter)

          Pennsylvania                        0-16084             23-2451943    
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(State or other jurisdiction of            (Commission        (I.R.S. Employer
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 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 annual and
three-month periods ended December 31, 2004. On January 26, 2005, Citizens &
Northern Corporation issued a press release titled "C&N Announces 2004 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 on January 26,
2005, Citizens & Northern Corporation completed its "Quarterly Report," a report
that includes unaudited financial information. The Quarterly Report will be
mailed to shareholders on or about January 31, 2005. 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)  Exhibits.

         Exhibit 99.1: Press Release issued by Citizens & Northern Corporation
         dated January 26, 2005, titled "C&N Announces 2004 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:  1/26/05              By: Craig G. Litchfield /s/
                                -----------------------
                                Chairman, President and Chief Executive Officer