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SEC Company Response from CITIZENS & NORTHERN CORP (CZNC) (CIK 0000810958) (CZNC) — Apr 22, 2020

CITIZENS & NORTHERN CORP (CZNC) (CIK 0000810958)
Date: April 22, 2020 · CIK: 0000810958 · Accession: 0001104659-20-049690

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File numbers found in text: 333-237591

Date
April 22, 2020
Author
Citizens & Northern Corporation
Form
CORRESP
Company
CITIZENS & NORTHERN CORP (CZNC) (CIK 0000810958)

Letter

Citizens & Northern Corporation

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

Wellsboro, Pennsylvania 16901

April 22, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

F. Street, N.E.

Washington, D.C. 20549

Re: Citizens & Northern Corporation (the "Company")

Registration Statement on Form S-4

File No. 333-237591

Ladies and Gentlemen:

The undersigned hereby requests, pursuant to Rules 460 and 461(a) promulgated under the Securities Act of 1933, as amended, that the above-referenced Registration Statement on Form S-4 (File No. 333-237591) (the “Form S-4”) of the Company be declared effective at 2:00 p.m., New York City time, on Friday, April 24, 2020 or as soon thereafter as is practicable. We respectfully request that we be notified of such effectiveness by a telephone call to Charles J. Ferry of Stevens & Lee, P.C. at (717) 255-7380 and that such effectiveness also be confirmed in writing to the addressees listed on the cover page of the Form S-4.

Very truly yours,
Citizens & Northern Corporation

Show Raw Text
CORRESP
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filename1.htm

Citizens
 & Northern Corporation

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

Wellsboro, Pennsylvania 16901

April 22, 2020

VIA EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington, D.C. 20549

Re:
Citizens & Northern Corporation (the "Company")

Registration
Statement on Form S-4

File
No. 333-237591

Ladies and Gentlemen:

The undersigned
hereby requests, pursuant to Rules 460 and 461(a) promulgated under the Securities Act of 1933, as amended, that the above-referenced
Registration Statement on Form S-4 (File No. 333-237591) (the “Form S-4”) of the Company
be declared effective at 2:00 p.m., New York City time, on Friday, April 24, 2020 or as soon thereafter as is practicable.
We respectfully request that we be notified of such effectiveness by a telephone call to Charles J. Ferry of Stevens & Lee, P.C.
at (717) 255-7380 and that such effectiveness also be confirmed in writing to the addressees listed on the cover page
of the Form S-4.

    Very truly yours,

    Citizens & Northern Corporation

    By:
    /s/ Mark A Hughes

    Name:
    Mark A. Hughes

    Title:
    Treasurer and Chief Financial Officer

    cc:
    J. Bradley Scovill, Citizens & Northern Corporation

    Charles F. Ferry, Esq., Stevens & Lee, P.C.

    Eric Envall, Esq., U.S. Securities and Exchange Commission