Unassociated Document
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):  December 1, 2009

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

PENNSYLVANIA
(State or other jurisdiction of incorporation)
 
000-16084
23-2951943
(Commission file number)
(IRS employer ID)
   
90-92 Main Street, Wellsboro Pennsylvania
16901
(Address of principal executive office)
(Zip Code)
 
Registrant's telephone number, including area code - (570) 724-3411

N/A
(Former name, address and fiscal year, 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 8.01    Other Events.
 
On December 1, 2009, Citizens & Northern Corporation issued a press release announcing the completion of the previously announced public offering of its common stock.
 
A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.
                                                  
(d) Exhibits  
     
  Exhibit No. Description
     
 
99.1
Press Release dated December 1, 2009.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  Citizens & Northern Corporation  
       
Date: December 1, 2009   
By:
/s/ Craig G. Litchfield  
    Craig G. Litchfield, President & CEO  
 

EXHIBIT INDEX
 
  Exhibit No. Description
     
 
99.1
Press Release dated December 1, 2009.