SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -0306

       DIVISION OF
CORPORATION FINANCE

   May 20, 2015

Mark A. Hughes
Treasurer and Chief Financial Officer
Citizens & Northern Corporation
90-92 Main Street
Wellsboro , PA 16901

 Re:      Citizens & Northern Corporation
   Form 10 -K for  the Fiscal Year Ended
   December 31, 20 14
   Filed  February 26, 2015
   Definitive Proxy Statement
   Filed  March 1 3, 2015
   File No.  000-16084

Dear Mr. Hughes :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand
your disclosure.

Please respond to these comments  within ten busine ss days by providing the
requeste d information or advis e us as soon as possible when you will respond.  If you do
not believe our comments apply to your facts and circumstances, please tell us why in
your response.

After reviewing your response to these  comments, we may have  additional
comments.

Form 10 -K for the Fiscal Year ended December 31, 20 14

Note 6.  Fair Value Measurements and Fair Values of Financial Instruments, page 52

1. We note disclosure of the unobservable data for servicing rights which are
measured at fair value usin g level 3 inputs on a recurring basis on page 54.  Please
revise future filings to provide similar disclosures for your impaired loans and
foreclosed assets in accordance with ASC 820 -10-50-2(bbb).

Mark A. Hughes
Citizens & Northern Corporation
May 20, 2015
Page 2

 Note 8.  Loans, page 60

2. Please revise your future filings to provide all of the disclosures required by ASC
310-10-50.  Specifically, please revise future filings to disclose the following:

 The recorded investment and unpaid principal balance of impaired loans ,
disaggregated by  class of financing receivable  as required by  ASC 310 -10-50-
15(a)(3) and (4) ; and
 The average recorded investment and related amount of interest recognized on
impaired loans , disaggregated by class of financing receivable  as required by
ASC 310 -10-50-15(c)(1), (2) and (3).

Item 15.   Exhibits and Financial Statement Schedules

Exhibits 31.1 and 31.2

3. We note that the identification of the certifying individual at the beginning of
each of the certifications required by Exchange Act Rule 13a -14(a) also in cludes
the title of the certifying individual. In future filings, please remove each
individual’s title from the beginning of the certification. Please refer to SEC
Release 33 -8124.

Part II.   Signature page

4. In future filings, please ensure that the annua l report on Form 10 -K is also signed
on behalf of the company.   In this regard, we note that the executive officers have
signed the report in their individual capacities only.   For guidance, please refer to
General Instruction D(2)(a) of Form 10 -K.

Defin itive Proxy Statement

Competitive Benchmarking, page 15

5. We note your “Base Salary” discussion on page 15 where you state that base
salary is established after taking into consideration the median level of industry
practice within the Peer Group.   With a view towards future disclosure, please tell
us whether you benchmark each individual component of executive
compensation, and where in the range each component falls.   To the extent you
benchmark total compensation, please disclose this fact in future fili ng,
identifying also the benchmark.   For guidance please refer to Item 402(b)(2)(xiv)
of Regulation S -K.

Mark A. Hughes
Citizens & Northern Corporation
May 20, 2015
Page 3

 Program Components, page 15

Annual Performance Incentives, page 15

6. Please tell us and in future filings quantify the performance targets, as well as the
level of target achievement in determining the size of the additional cash
compensation.   In this regard, we note your disclosure stating that for 2014,
corporate performance “was measured on return on average equity as compared to
peer perform ance and the Corporation’s return on equity to budgeted return on
equity.”   For guidance, please refer to Item 402(b)(2)(v) of Regulation S -K.

7. With respect to the plan participant’s individual contributions, please discuss
which elements of individual p erformance were taken in consideration in
evaluating a participant’s performance.   To the extent that the decisions regarding
a named executive officer’s individual performance were based upon a subjective
evaluation, please ensure that you disclose each e xecutive officer’s personal
objectives by also identifying the specific contributions made by each executive
and contextualize those achievements for purposes of demonstrating how they
resulted in specific compensation decisions.   Refer to Item 402(b)(2)(v ii) of
Regulation S -K.

2014 Summary Compensation Table, page 21

8. We note footnote (4) disclosure stating that the bonuses were paid pursuant to the
“Incentive Award Plan.” The “Annual Performance Incentives” disclosure on
page 15 states that additional compensation was earned upon achievement of
certain corporate and bu siness units operating results.   If the bonus was granted
under a plan providing for compensation intended to serve as incentive for
performance to occur over a specified period of time, then the bonus should be
disclosed under the “Non -Equity Incentive Co mpensation Plan”
column.   Amounts earned under the plan as adjusted for the exercise of negative
discretion would still be reportable in the Non -Equity Incentive Plan
Compensation column.   Please explain to us why these bonuses are being
disclosed in the “ Bonus” column, and to the extent necessary revise your future
filing accordingly.   For guidance, please refer to Question 110.02 of Regulation
S-K Compliance and Disclosure Interpretations.

We urge all persons who are responsible for the accuracy and ad equacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchange Act rules require.   Since the company
and its management are in possession of all facts relating t o a company’s disclosure, they
are responsible for the accuracy and adequacy of the disclosures they have made.

Mark A. Hughes
Citizens & Northern Corporation
May 20, 2015
Page 4

  In responding to our comments, please provide  a written statement from the
company acknowledging that:

 the company is responsible for the a dequacy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments a s a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the
United States.

You may contact Babette Cooper, Staff Accountant, at 202 -551-3396 or me at
202-551-3484 if you have questions regarding comment s on the financial statements and
related matters.  Please contact Jessica Livingston , Senior Staff Attorney, at 202 -551-
3448 or Era Anagnosti , Branch Chief, at 202 -551-3369 with any other questions.

Sincerely,

/s/ John A. Spitz

John A. Spitz
Staff Accountant