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, 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)





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, 2005. On April 18, 2005, Citizens & Northern Corporation
issued a press release titled "C&N Announces First Quarter 2005 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 19,
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 April 18, 2005, titled "C&N Announces First Quarter 2005
         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:  4/18/05                      By: Craig G. Litchfield /s/
                                        -----------------------
                                        Chairman, President and 
                                        Chief Executive Officer