SecProbe.io

CORRESP
 1
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 August 4, 2025

 United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

 Attention: Robert Arzonetti, Esq.

 Subject: Request for Acceleration of Effectiveness – Citizens &
Northern Corporation – Registration Statement on Form S-4 (File No.333-288838)

 Dear Commissioners:

 Pursuant to Rule 461 of the Securities Act of 1933, as amended,
Citizens & Northern Corporation requests that the SEC accelerate the effective date of its Registration Statement on Form S-4,
File No. 333-288838, to 8:00 AM, EDT, August 6, 2025 or as soon as possible thereafter.

 By requesting acceleration, the company acknowledges that the SEC declaring
the Registration Statement effective does not prevent the Commission from taking any action regarding the statement, nor does it relieve
the company of responsibility for the accuracy of the disclosure. The company also cannot use SEC comments or the declaration of effectiveness
as a defense in any legal proceedings.

 Please notify Kimberly J. Decker, Esq at (717) 399-1506 when the Registration
Statement is effective. A written order confirming the effective time and date should be sent electronically to kdecker@barley.com, attention:
Kimberly J. Decker, Esq.

 Sincerely,

 Citizens & Northern Corporation

 By:
 /s/ Glenn Richard James

 Glenn Richard James, Esq.

 Executive Vice President, General Counsel &
Corporate Secretary

 10 Nichols Street

 Wellsboro, PA 16901

 glenn.james@cnbankpa.com

 P: (215) 680-0552

 cnbankpa.com
MEMBER FDIC

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 28, 2025

J. Bradley Scovill
Chief Executive Officer
Citizens & Northern Corporation
90-92 Main Street
P.O. Box 58
Wellsboro, PA 16901

 Re: Citizens & Northern Corporation
 Registration on Form S-4
 Filed July 22, 2025
 File No. 333-288838
Dear J. Bradley Scovill:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Robert Arzonetti at 202-551-8819 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Kimberly J. Decker
</TEXT>
</DOCUMENT>

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​

 ​

Citizens & Northern Corporation
90-92 Main Street, P.O. Box 58
Wellsboro, Pennsylvania 16901

July 19, 2021

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. 333-257214

​

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. 333-257214) (the “Form S-4”) of the Company be declared effective at 4:30 p.m., New York City time, on Wednesday, July 21, 2021 or as soon thereafter as is practicable.  We respectfully request that we be notified of such effectiveness by a telephone call to Chuck F. 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.

​

 ​

/s/ Mark A Hughes​ ​​ ​​ ​
Name:Mark A. Hughes
Title:Treasurer and Chief Financial
Officer

​

​

 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.
J. Nolan McWilliams, U.S. Securities and Exchange Commission

United States securities and exchange commission logo
June 28, 2021
J. Bradley Scovill
President and Chief Executive Officer
Citizens & Northern Corporation
90-92 Main Street
P.O. Box 58
Wellsboro, PA 16901
Re:Citizens & Northern Corporation
Registration Statement on Form S-4
Filed June 21, 2021
File No. 333-257214
Dear Mr. Scovill:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact J. Nolan McWilliams at (202) 551-3217 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Charles J. Ferry, Esq.

CORRESP
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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

April 13, 2020
J. Bradley Scovill
President and Chief Executive Officer
Citizens & Northern Corporation
90-92 Main Street
Wellsboro, PA 16901
Re:Citizens & Northern Corporation
Registration Statement on Form S-4
Filed on April 7, 2020
File No. 333-237591
Dear Mr. Scovill:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eric Envall at (202) 551-3234 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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[C&N LETTERHEAD]

	February 1, 2019

Via Edgar

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549-1004

Attn: Christopher Dunham

    Re:
    Citizens
    & Northern Corporation

    Form S-4 Registration Statement

    File No. 333-229186

Dear Mr. Dunham:

Pursuant to Rule 461 of the Commission's
rules, Citizens & Northern Corporation hereby requests that the Commission accelerate the effectiveness of the above-referenced
Registration Statement so that the Registration Statement would become effective at 5:00 p.m. on Monday, February 4, 2019, or as
soon after your receipt of our filing as practicable.

Citizens & Northern Corporation
understands that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the
staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert staff comments
and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Please contact Kimberly J. Decker, of Barley
Snyder, LLP, at (717) 399-1506, with any questions you may have concerning this request.

    Sincerely,

    /s/ J. Bradley Scovill

    J. Bradley Scovill, CEO

cc: Kimberly J. Decker

January 30, 2019
J. Bradley Scovill
President and Chief Executive Officer
Citizens & Northern Corporation
90-92 Main Street
P.O. Box 58
Wellsboro, PA 16901
Re:Citizens & Northern Corporation
Registration Statement on Form S-4
Filed January 10, 2019
File No. 333-229186
Dear Mr. Scovill:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Christopher Dunham, Staff Attorney, at (202) 551-3783 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services
cc:       Kimberly J. Decker, Esq.

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

       DIVISION OF
CORPORATION FINANCE

   June 8, 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 completed our review of your filings .  We remind you that our
comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or the filings  and the
company may not as sert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.  We
urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filings  to be certain that the filings  include  the information the Securities Exchange
Act of 1934 and all applicable rules require.

Sincerely,

/s/ John A. Spitz

John A. Spitz
Staff Accountant

CORRESP
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90-92 Main Street, P.O. Box 58, Wellsboro,
PA 16901

June 2, 2015

John A. Spitz

Staff Accountant

Securities and Exchange Commission

Washington, DC 20549-0306

Re: Citizens & Northern Corporation

Form 10-K for the Fiscal Year Ended December
31, 2014

Filed February 26, 2015

Definitive Proxy Statement Filed March 13,
2015

File No. 000-16084

Dear Mr. Spitz:

This letter serves as the response of Citizens
& Northern Corporation ("C&N") to your letter dated May 20, 2015.

Your comments and our responses to your
comments follow:

Form 10-K for the Fiscal Year ended December 31, 2014

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 using 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).

We hereby undertake to revise future filings to provide
disclosure of the unobservable data for our impaired loans and foreclosed assets in accordance with ASC 820-10-50-2(bbb).

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).

    1

We hereby undertake to revise future filings to provide
all of the disclosures required by ASC 310-10-50. Specifically, we hereby undertake to 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 includes
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.

We hereby undertake in future filings to remove the
title of the certifying 	individual at the beginning of each of the certifications required by Exchange Act Rule 13a-14(a).

Part II. Signature page

4.            In future filings, please ensure
that the annual 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 Instructions D(2)(a) of Form 10-K.

We hereby undertake in future filings to ensure that
the annual report on Form 10-	K is also signed on behalf of C&N.

Definitive 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 filings, identifying also the benchmark. For guidance please refer to Item 402(b)(2)(xiv) of Regulation
S-K.

In future filings, we will add disclosure specifically
addressing the extent of our benchmarking of individual components of executive compensation as well as total compensation, and
where each component falls in relation to Peer Group levels. The following table details the benchmarking of individual components
of compensation, and total compensation, that was evaluated in the fourth quarter 2013 for 2014 executive compensation planning
purposes:

    2

2012 Data Used in Benchmarking for 2014 Executive Compensation
Planning

(Amounts in Thousands)

    Total

    Annual
    Other
    Non-equity

    Base
    Cash
    Annual
    Incentive
    Equity
    Total

    Salary
    Comp. (1)
    Comp. (2)
    Plan (3)
    Awards (4)
    Comp. (5)

    Chairman, President and Chief Executive Officer:

    Peer Group Median
    $ 409.0
    $ 418.8
    $ 26.4
    $ 19.1
    $ 73.7
    $ 647.2

    Citizens & Northern Corp. Actual
    $ 331.9
    $ 531.1
    $ 90.2
    $ 0.0
    $ 117.1
    $ 738.4

    Chief Financial Officer:

    Peer Group Median
    $ 210.5
    $ 238.9
    $ 22.8
    $ 0.0
    $ 20.1
    $ 301.8

    Citizens & Northern Corp. Actual
    $ 214.0
    $ 309.9
    $ 33.1
    $ 0.0
    $ 72.0
    $ 415.0

    Executive Vice President and Director of Trust Department:

    Peer Group Median
    $ 200.1
    $ 200.4
    $ 19.1
    $ 0.0
    $ 22.5
    $ 242.0

    Citizens & Northern Corp. Actual
    $ 167.5
    $ 231.6
    $ 32.7
    $ 0.0
    $ 48.2
    $ 312.5

    Executive Vice President and Director of Lending:

    Peer Group Median
    $ 160.3
    $ 178.5
    $ 11.4
    $ 12.5
    $ 8.5
    $ 230.0

    Citizens & Northern Corp. Actual
    $ 162.0
    $ 204.0
    $ 25.7
    $ 0.0
    $ 45.0
    $ 274.7

    Executive Vice President and Chief Credit Officer:

    Peer Group Median
    $ 183.7
    $ 213.8
    $ 23.7
    $ 0.0
    $ 26.0
    $ 290.8

    Citizens & Northern Corp. Actual
    $ 150.2
    $ 188.2
    $ 43.8
    $ 0.0
    $ 42.2
    $ 274.2

(1) Total Annual Cash Compensation includes annualized base
salary plus annual bonus under the Incentive Award Plan.

(2) Other includes the items reported as “All Other Compensation”
in the Summary Compensation Table, which are described in note (8) to that table.

(3) Awards under the Incentive Award Plan were reported as Bonuses
in 2012, but as described in our response to comment (8), will be included in amounts reported under “Non-Equity Incentive
Compensation Plan” in future filings.

(4) Equity awards include the grant date fair value of equity
compensation awards, including stock options and restricted stock.

(5) Total compensation used for benchmarking excludes amounts
reported in the Summary Compensation Table under “Change in Pension Value and Nonqualified Deferred Plan Compensation.”

    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 performance 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.

In future filings, we will quantify the performance
targets, as well as the level of target achievement in determining the size of additional cash compensation. The following table
provides details regarding the performance targets established for 2014, along with the levels of achievement associated with each
target:

    Performance
    Criteria
    Target

    Performance
 Result
    Actual

    Performance
 Result
    Criterion

    Weighting
    Target

    % of
 Base
 Salary
    Maximum

    % of Base
 Salary
    Award

    % of
 Base
 Salary

    Mark A. Hughes (3)
    Corporate Performance:

    Award Matrix Result (1)
      100.00 %
      106.23 %
      71 %
      24.75 %
      37.13 %
    27.64%

    Unit/Functional Goals Based on:

    Bank Net Interest Margin
      60th percentile
      68th percentile
      10 %
      2.81 %
      4.22 %
    3.72%

    Securities Portfolio - Total Return
      51st percentile
      54th percentile
      6 %
      1.88 %
      2.81 %
    1.91%

    Accounting Department Results as
    Compared to Pre-established Goals
      12 of 18 points
      12 of 18 points
      3 %
      0.94 %
      1.41 %
    0.89%

    Individual Performance (2)

      10 %
      3.37 %
      5.06 %
    3.45%

    Totals

      33.75 %
      50.63 %
    37.61%

    Anthony J. Peluso (4)
    Corporate Performance:

    Award Matrix Result (1)
      100.00 %
      106.23 %
      30 %
      5.25 %
      7.80 %
    6.47%

    Unit/Functional Goals Based on:

    Branch and departmental financial review

      20 %
      3.50 %
      5.20 %
    5.62%

    Tax and information reporting review

      20 %
      3.50 %
      5.20 %
    0.00%

    Update internal controls
    analysis for new COSO standard

      20 %
      3.50 %
      5.20 %
    5.62%

    Individual Performance (2)

      10 %
      1.75 %
      2.60 %
    2.82%

    Totals

      17.50 %
      26.00 %
    20.53%

    4

    Performance
    Criteria
    Target

    Performance
 Result
    Actual

    Performance
 Result
    Criterion

    Weighting
    Target

    % of
 Base
 Salary
    Maximum

    % of Base
 Salary
    Award

    % of
 Base
 Salary

    Deborah E. Scott (5)
    Corporate Performance:

    Award Matrix Result (1)
      100.00 %
      106.23 %
      45 %
      11.25 %
      17.10 %
    11.95%

    Unit/Functional Goals Based on:

    Trust and Financial Management Pre-tax
    Earnings Contribution
      39.00 %
      40.46 %
      30 %
      7.50 %
      11.40 %
    8.48%

    Growth in Trust Assets Under Management
      5.00 %
      8.98 %
      15 %
      3.75 %
      5.70 %
    5.70%

    Individual Performance (2)

      10 %
      2.50 %
      3.80 %
    3.43%

    Totals

      25.00 %
      38.00 %
    29.56%

    Harold F. Hoose, III (6)
    Corporate Performance:

    Award Matrix Result (1)
      100.00 %
      106.23 %
      45 %
      13.50 %
      20.25 %
    14.34%

    Unit/Functional Goals Based on:

    Growth in Outstanding Loans
      3.00 %
      -1.96 %
      30 %
      9.00 %
      13.50 %
    0.00%

    Asset Quality - Loan Delinquency Data:

    Past due 30-59 days
      1.35%
                                         or less
      0.94 %
      3 %
      0.90 %
      1.35 %
    1.35%

    Past due 60-89 days
      0.30%
                                         or less
      0.19 %
      4.50 %
      1.35 %
      2.03 %
    2.03%

    Past due 90 days or more and nonperforming
      0.20%
                                         or less
      2.45 %
      7.50 %
      2.25 %
      3.37 %
    0.00%

    Individual Performance (2)

      10 %
      3.00 %
      4.50 %
    3.26%

    Totals

      30.00 %
      45.00 %
    20.98%

    Dawn A. Besse (7)
    Corporate Performance:

    Award Matrix Result (1)
      100.00 %
      106.23 %
      45 %
      11.25 %
      17.10 %
    11.95%

    Unit/Functional Goals Based on:

    Asset Quality - Loan
    Delinquency Data:

    Past due 30-59 days
      1.35%
                                         or less
      0.94 %
      5 %
      1.25 %
      1.90 %
    1.90%

    Past due 60-89 days
      0.30%
                                         or less
      0.19 %
      7.50 %
      1.88 %
      2.85 %
    2.85%

    Past due 90 days or more and nonperforming
      0.20%
                                         or less
      2.45 %
      12.50 %
      3.12 %
      4.75 %
    0.00%

    Asset Quality - Net     Charge-offs as % of Average
    Loans
      0.11 %
      0.05 %
      15 %
      3.75 %
      5.70 %
    5.70%

    Efficiency Based on Number of Employees
      32.5
                                         FTE or less
      28.4
                                         FTE
      5 %
      1.25 %
      1.90 %
    1.90%

    Individual Performance (2)

      10 %
      2.50 %
      3.80 %
    2.81%

    Totals

      25.00 %
      38.00 %
    27.11%

    5

 (1) The Corporate Performance award was calculated based upon achievement of annual return on average equity (ROE) as a percentage
of Peer Group* Performance, and also includes a comparison of C&N’s ROE to targeted ROE** for 2014. The chart below was
used to determine the Incentive Opportunity percentage of base salary from which a participant’s bonus would be paid:

    % Incentive Award as % of

    Annual ROE Achieved:
    BUDGET

    As a Percentage of Peer
    Threshold
    Target
    Outstanding

    Group Performance
    8.50% ROE
    10.00% ROE**
    12.50% ROE

      <66%
      0 %
      0 %
      0 %

      66%
      50 %
      70 %
      100 %

      72%
      55 %
      75 %
      105 %

      79%
      60 %
      85 %
      115 %

      86%
      70 %
      100 %
      125 %

      89%
      80 %
      105 %
      135 %

      92% and above
      90 %
      115 %
      150 %

Achievement of a Corporate Award of 106.23% of target
was determined by interpolating the following results within the table above:

 · C&N ROE of 91.72% of the Peer Group average for the four quarters ended September 30, 2014, and

 · C&N ROE** of 9.53% for the year ended December 31, 2014.

Use of an ROE target of 66% for purposes of establishing
a minimum payout recognizes that C&N’s equity capital, as a percentage of assets, is higher than the peer average. For
the four quarters ended September 30, 2014, C&N’s equity capital to assets ratio of 14.92% was 151.73% of the peer group
average.

*The Peer Group included all Pennsylvania-based bank
holding companies with total assets ranging between $700 million and $2.0 billion as of September 30, 2013. The Peer Group also
included Chemung Financial Corporation, a similar-sized bank holding company headquartered in Elmira, NY.

**Excludes incentive compensation expense, securities
gains and other adjustments for nonrecurring items, net of tax, as provided for in the Plan.

***Use of 66% for purposes of establishing a minimum
payout recognizes that C&N’s equity capital, as a percentage of assets, is higher than the peer average. The ROE target
levels used in the award calculations are updated each quarter based on C&N’s equity capital to asset ratio, as compared
to the peer group average.

 (2) The Individual Performance awards were based on each individual’s overall performance evaluation.

For Ms. Scott, Mr. Hoose and Ms. Besse, the individual
performance evaluations reflected a scale of overall ratings comparing performance to Expectations, including: Fails to Meet, Does
Not Consistently Meet, Meets, Exceeds and Greatly Exceeds. In determining these ratings, results were evaluated in comparison to
specific goals, including the goals described in the Unit/Functional Goals section of the table above. Also, significant weight
was given to inherently subjective evaluations of each person’s performance with regard to identified Core Competencies,
including: Strategic Leadership, Decision Making, Adaptability, Customer Focus, Teamwork/Partnering, Accountability and Drive for
Results/Resource Management.

    6

Mr. Peluso’s performance evaluation was based
on evaluation criteria designed to be specific to his role as Controller for a portion of the year and Interim Chief Financial
Officer for a portion of the year. Mr. Peluso’s ratings were also based on evaluation of results achieved in comparison to
specific goals as well as subjective ratings of his effectiveness as a supervisor and mentor, ability to be a resource for the
senior management team and his effectiveness at adhering to C&N’s standards for quality client service. Mr. Peluso’s
overall evaluation was determined in the conte

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

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

DIVISION OF
  CORPORATION FINANCE

Mail Stop 4720

October 9, 2009

Mr. Craig G. Litchfield Chairman, President, & CEO Citizens & Northern Corporation 90-92 Main Street Wellsboro, PA 16901
Re: Citizens & Northern Corporation
 Form 10-K for Fiscal Year ended December 31, 2008
Filed March 6, 2009                Forms 10-Q for Fiscal Quarters ended March 31, 2009
 and June 30, 2009  File No. 000-16084

Dear Mr. Litchfield:
  We have completed our reviews of your Form 10-K and related filings and have no further comments at this time.            S i n c e r e l y ,
John P. Nolan Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

    Unassociated Document

    90-92
Main Street, P. O. Box 58, Wellsboro,
PA   16901
Stock Symbol: CZNC

    Phone:  (570)
724-3411     Fax:  (570)
723-8097

              August
      26, 2009

      Re:

                Citizens
      & Northern Corporation

                Form
      10-K for Fiscal Year Ended December 31, 2008

                Filed
      March 6, 2009

                Forms
      10-Q for Fiscal Quarters Ended March 31, 2009

                And
      June 30, 2009

                File
      No. 000-16084

    Mr. John
P. Nolan

    Senior
Assistant Chief Accountant

    Division
of Corporation Finance

    United
States Securities and Exchange Commission

    Washington,
DC  20549

    Dear Mr.
Nolan:

    Following
is information as of June 30, 2009 that you requested in your comment letter
dated August 21, 2009.

    Trust Preferred Securities
Issued by Individual Institutions

    The
following table provides information related to trust preferred securities
issued by individual institutions as of June 30, 2009:

              (In
    Thousands)

              Moody's/

              Cumulative

              S&P/

              Unrealized

              Realized

              Fitch

              Amortized

              Fair

              Gain

              Credit

              Credit

              Name of
    Issuer

              Issuer's Parent
      Company

              Cost

              Value

              (Loss)

              Losses

              Ratings

              Astoria Capital Trust
      I

              Astoria Financial
      Corporation

            $
            5,317

            $
            3,376

            $
            (1,941
            )

            $
            0

              Baa2/BB-/BBB

              Carolina First Mortgage Loan
      Trust

              The South Financial Group,
      Inc.

            4,009

            2,600

            (1,409
            )

            0

              NR

              Patriot Capital Trust
      I

              Susquehanna Bancshares,
      Inc.

            1,000

            590

            (410
            )

            0

              NR

              Total

            $
            10,326

            $
            6,566

            $
            (3,760
            )

            $
            0

              NR = not
    rated.

    None of
the issuers of trust preferred securities described in the table above have
deferred or defaulted on payments associated with the Corporation’s
securities.  Management assesses each of the trust preferred
securities issued by individual institutions for the possibility of
other-than-temporary impairment (OTTI) by reviewing financial information that
is publicly available.  As of June 30, 2009, management concluded
there was no OTTI on these securities.

    Pooled Trust Preferred
Securities – Mezzanine Tranches

    The
following table provides detailed information related to pooled trust preferred
securities – mezzanine tranches as of June 30, 2009:

              (In
    Thousands)

              Cumulative

              Unrealized

              Realized

              Amortized

              Fair

              Gain

              Credit

              Description

              Cost

              Value

              (Loss)

              Losses

              ALESCO Preferred Funding II,
      Ltd.

            $
            3,572

            $
            2,785

            $
            (787
            )

            $
            (1,428
            )

              ALESCO Preferred Funding III,
      Ltd.

            3,327

            2,396

            (931
            )

            (4,156
            )

              ALESCO Preferred Funding VI,
      Ltd.

            0

            0

            0

            (2,018
            )

              ALESCO Preferred Funding IX,
      Ltd.

            1,889

            1,053

            (836
            )

            (1,089
            )

              ALESCO Preferred Funding X,
      Ltd.

            4,448

            2,600

            (1,848
            )

            (653
            )

              MMCAPS Funding I,
      Ltd.

            5,846

            3,760

            (2,086
            )

            0

              Preferred Term Securities, Ltd.
      (Pre TSL I)

            2,799

            1,870

            (929
            )

            (292
            )

              Preferred Term Securities XVIII,
      Ltd.

            0

            0

            0

            (7,293
            )

              Preferred Term Securities XXI,
      Ltd.

            608

            274

            (334
            )

            (891
            )

              Preferred Term Securities XXIII,
      Ltd. (C-1)

            3,450

            1,917

            (1,533
            )

            0

              Preferred Term Securities XXIII,
      Ltd. (D-1)

            1,537

            542

            (995
            )

            (3,476
            )

              TPREF Funding II,
      Ltd.

            1,348

            983

            (365
            )

            (652
            )

              TPREF Funding III, Ltd.
      (B-1)

            1,365

            1,009

            (356
            )

            (633
            )

              TPREF Funding III, Ltd.
      (B-2)

            3,414

            2,523

            (891
            )

            (1,582
            )

              Trapeza CDO II,
      LLC

            1,121

            830

            (291
            )

            (876
            )

              Tropic CDO III,
      Ltd.

            3,303

            2,261

            (1,042
            )

            (3,638
            )

              U.S. Capital Funding II, Ltd.
      (B-1)

            2,011

            1,478

            (533
            )

            0

              U.S. Capital Funding II, Ltd.
      (B-2)

            3,000

            2,220

            (780
            )

            0

              U.S. Capital Funding IV,
      Ltd.

            991

            498

            (493
            )

            (3,966
            )

              Total

            $
            44,029

            $
            28,999

            $
            (15,030
            )

            $
            (32,643
            )

    (Table
continued)

              Expected

              Actual

              Additional

              Deferrals

              Net
    Deferrals

              and

              and

              Excess

              Number

              Moody's/

              Defaults

              Defaults

              Subordination

              of Banks

              Fitch

              as % of

              as % of

              as % of

              Currently

              Credit

              Outstanding

              Performing

              Performing

              Description

              Performing

              Ratings (1)

              Collateral

              Collateral

              Collateral

              ALESCO Preferred Funding II,
      Ltd.

            36

              Ca/CC

            19.2
            %

            20.9
            %

            -16.5
            %

              ALESCO Preferred Funding III,
      Ltd.

            38

              Ca/CC

            23.0
            %

            23.1
            %

            -26.3
            %

              ALESCO Preferred Funding VI,
      Ltd.

            32
            (a)

              Ca/CC

            24.0
            %

            22.2
            %

            -22.9
            %

              ALESCO Preferred Funding IX,
      Ltd.

            42
            (b)

              Ca/CC

            16.5
            %

            24.9
            %

            -6.5
            %

              ALESCO Preferred Funding X,
      Ltd.

            42
            (c)

              Ca/CC

            15.7
            %

            21.2
            %

            -6.6
            %

              MMCAPS Funding I,
      Ltd.

            26

              Ca/CCC

            9.2
            %

            20.5
            %

            1.6
            %

              Preferred Term Securities, Ltd.
      (Pre TSL I)

            29

              Caa1/CC

            15.9
            %

            14.9
            %

            -1.1
            %

              Preferred Term Securities XVIII,
      Ltd.

            54
            (d)

              NR/C

            16.5
            %

            16.4
            %

            -15.6
            %

              Preferred Term Securities XXI,
      Ltd.

            47
            (e)

              Ca/CC

            21.9
            %

            15.9
            %

            -12.8
            %

              Preferred Term Securities XXIII,
      Ltd. (C-1)

            97
            (f)

              Caa3/CCC

            16.8
            %

            15.3
            %

            -5.6
            %

              Preferred Term Securities XXIII,
      Ltd. (D-1)

            97
            (f)

              NR/CC

            16.8
            %

            15.3
            %

            -14.6
            %

              TPREF Funding II,
      Ltd.

            24

              Caa3/CC

            26.6
            %

            24.6
            %

            -21.1
            %

              TPREF Funding III, Ltd.
      (B-1)

            27

              Ca/CC

            22.0
            %

            25.9
            %

            -15.3
            %

              TPREF Funding III, Ltd.
      (B-2)

            27

              Ca/CC

            22.0
            %

            25.9
            %

            -15.3
            %

              Trapeza CDO II,
      LLC

            22

              Caa2/CC

            28.8
            %

            22.9
            %

            -20.2
            %

              Tropic CDO III,
      Ltd.

            36

              Ca/CC

            23.2
            %

            23.1
            %

            -11.5
            %

              U.S. Capital Funding II, Ltd.
      (B-1)

            48

              Ca/CC

            9.1
            %

            19.5
            %

            -2.5
            %

              U.S. Capital Funding II, Ltd.
      (B-2)

            48

              Ca/CC

            9.1
            %

            19.5
            %

            -2.5
            %

              U.S. Capital Funding IV,
      Ltd.

            47
            (g)

              Ca/CC

            28.5
            %

            22.3
            %

            -30.9
            %

              (1) The table above presents
      ratings information as of June 30, 2009.  The securities had
      "investment grade" ratings by Moody's (Baa2 or
    better)

                   and/or
      Fitch (BBB or better) at the time of purchase, but have since been
      downgraded by the ratings agencies.

              NR = not
    rated.

              (a) In addition to banks, there
      are 15 insurance companies currently performing in ALESCO Preferred
      Funding VI, Ltd.

              (b) In addition to banks, there
      are 15 insurance companies currently performing in ALESCO Preferred
      Funding IX, Ltd.

              (c) In addition to banks, there
      are 21 insurance companies currently performing in ALESCO Preferred
      Funding X, Ltd.

              (d) In addition to banks, there
      are 9 insurance companies and 2 pooled trust preferred entities currently
      performing in Preferred Term Securities XVIII, Ltd.

              (e)In addition to banks, there are
      14 insurance companies and 1 real estate investment trust (REIT) currently
      performing in Preferred Term Securities XXI,
Ltd.

              (f) In addition to banks, there
      are 12 insurance companies and 1 REIT currently performing in Preferred
      Term Securities XXIII, Ltd.

              (g) In addition to banks, there
      are 3 pooled trust preferred entities currently performing in U.S. Capital
      Funding IV, Ltd.

    In
determining the amount of “currently performing” collateral for purposes of the
table above, the total amount of issuers’ balances outstanding have been reduced
by the amount in default or deferral (pooled trust preferred securities
typically permit issuers to defer payment of interest for up to 5 years, though
the issuers’ obligation to pay the interest is cumulative).  Also, for
some of the securities, management further reduced the total performing balance
for the effects of issuers’ subsequent announcements of their intent to defer on
the next applicable payment, and for other relevant
circumstances.  Management considered all such announcements and
circumstances known to us in evaluating the pooled trust preferred securities
for OTTI as of June 30, 2009.

    In the
table above, “Excess Subordination as % of Performing Collateral” (Excess
Subordination Ratio) was calculated as follows:  (Total face value
of performing collateral – Face value of all outstanding note balances
not subordinate to
our investment)/Total face value of performing collateral

    The
Excess Subordination Ratio measures the extent to which there may be tranches
within each pooled trust preferred structure available to absorb credit losses
before the Corporation’s securities would be impacted.  In 2008 and
the first half of 2009, the amount of deferrals and defaults on the pools
described above has risen significantly, which has resulted in substantial
reductions in the amounts of performing collateral.  As a result, the
negative and small positive Excess Subordination Ratio percentages shown in the
table signify there is little-to-no support from subordinate tranches available
to absorb losses before the Corporation’s securities would be
impacted.   A low or negative Excess Subordination Ratio is not
definitive, in isolation, for determining whether or not OTTI should be recorded
for a pooled trust preferred security.  Other factors affect the
timing and amount of cash flows available for payments to the note holders
(investors), including the excess interest paid by the issuers (the issuers
typically pay higher rates of interest than are paid out to the note
holders).

    As of
June 30, 2009, management evaluated the pooled trust-preferred securities for
OTTI by estimating the cash flows expected to be received from each security,
taking into account the structure of each pooled trust preferred instrument,
including the low or nonexistent levels of current support from subordinate
tranches described above.  In determining cash flows, management
assumed all issuers currently deferring or in default would make no future
payments, and assigned estimated future default levels for the remaining issuers
in each security based on financial strength ratings assigned by a national
ratings service.  In all cases, a 10% recovery rate has been applied
to future estimated defaults.  Management calculated the present value
of each security based on the current book yield, adjusted for future changes in
3-month LIBOR (which is the index rate on the Corporation’s adjustable rate
pooled trust-preferred securities) based on the applicable forward
curve.  Management’s estimates of cash flows used to evaluate
other-than-temporary impairment of pooled trust-preferred securities were based
on sensitive assumptions regarding the timing and amounts of defaults that may
occur, and changes in those assumptions could produce different conclusions for
each security.

    Consistent
with your direction, we will provide disclosure similar to that provided above
in our Fo

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

DIVISION OF
  CORPORATION FINANCE

      August 21, 2009

 Mr. Craig G. Litchfield Chairman, President, & CEO Citizens & Northern Corporation 90-92 Main Street Wellsboro, PA 16901
Re: Citizens & Northern Corporation
 Form 10-K for Fiscal Year ended December 31, 2008
Filed March 6, 2009                Forms 10-Q for Fiscal Quarters ended March 31, 2009
 and June 30, 2009  File No. 000-16084

Dear Mr. Litchfield:

We have reviewed your filings and have the following comment.  Please be as
detailed as necessary in your explanation.  In our comment, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comment or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.     Form 10-Q, filed August 7, 2009

Note 6. Securities, page 11

1. We note your disclosures and other-than-temporary impairments relating to your trust preferred securities held.  Considering the significant judgment required to determine if a security is other-than-temporarily impaired and the focus users of financial statements have placed on this area, we believe comprehensive and detailed disclosure is required to meet the disclosure requirements in paragraph 38 of FSP FAS 115-2 and FAS 124-2 and Item 303 of Regulation S-K.  Therefore, for each individual and pooled trust preferred security with at least one

Mr. Craig G. Litchfield
Citizens & Northern Corporation
August 21, 2009 Page 2
rating below investment grade, please revise future filings beginning with your Form 10-Q for the period ended September 30, 2009 and provide the following information to us as of June 30, 2009 to provide a tabular presentation including the following: single-issuer or pooled, class (senior or mezzanine), book value, fair value, unrealized gain/loss, realized losses, lowest credit rating assigned to the security, number of banks currently performing, actual deferrals and defaults as a percentage of the original collateral, expected deferrals and defaults as a percentage of the remaining performing collateral (along with disclosure about assumption on recoveries for both deferrals and defaults) and excess subordination as a percentage of the remaining performing collateral.  Additionally, please clearly disclose how you calculate excess subordination and discuss what the excess subordination percentage signifies, including relating it to other column descriptions, to allow an investor to understand why this information is relevant and meaningful.

********
   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy 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 as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comment on your filing.

Mr. Craig G. Litchfield
Citizens & Northern Corporation August 21, 2009 Page 3
 You may contact John Spitz, Staff Accountant, at (202) 551-3484, or me
at (202) 551-3492, if you have questions regarding this comment.
Sincerely,

John P. Nolan Senior Assistant Chief Accountant

Mail Stop 4561       November 12, 2008    Craig G. Litchfield  Chairman, President and Chief Executive Officer  Citizens & Northern Corporation 90-92 Main Street Wellsboro, PA 16901
Re:   Citizens & Northern Corporation
Schedule 14A
Filed October 31, 2008
  File No. 000-16084
 Dear Mr. Litchfield:

 We have completed our review of your Schedule 14A and related filings and have
no further comments at this time.

     S i n c e r e l y ,
        Jessica Livingston
        S t a f f  A t t o r n e y

November 7, 2008
   Craig G. Litchfield  Chairman, President and Chief Executive Officer  Citizens & Northern Corporation 90-92 Main Street Wellsboro, PA 16901
Re:   Citizens & Northern Corporation
Schedule 14A
Filed October 31, 2008
  File No. 000-16084

 Dear Mr. Litchfield:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Proposal 1, page 4

1. Disclose how you expect to use the proceeds of your proposed sale of securities to
the Treasury Department.
2. Please discuss how your participation in th e Capital Purchase Program may dilute
the interests of your exis ting common shareholders.
3. Discuss any material effect on your liqui dity, capital resources or results of
operations if the proposal is approved and the Treasury Department denies your
application.

Craig G. Litchfield
Citizens & Northern Corporation
November 7, 2008 Page 2 of 3

4. Disclose whether you will modify any plans or contracts to comply with limits on
executive compensation established by S ection 111 of the Emergency Economic
Stabilization Act of 2008.
 5. Please discuss how your participation in  the Capital Purchase Program may:
• impact the holders of any outstanding senior classes of your securities; and
• require you to register for resale securi ties you have issued to the Treasury
Department.
 6. If you expect the proceeds of the sale of securities to the Treasury Department to
have a material impact on your fina ncial statements, you may provide a
discussion of the pro forma effect rather than pro forma financial statements. In
your discussion, please address the imp act of both the minimum and maximum
estimated proceeds.

*  *  *  *  *

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  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

Craig G. Litchfield
Citizens & Northern Corporation November 7, 2008 Page 3 of 3

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

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
Please contact Allicia Lam at ( 202) 551-3316 or me at (202) 551-3448
 with any
questions.

     S i n c e r e l y ,          Jessica Livingston
        S t a f f  A t t o r n e y

CC: By Fax:  (717) 232-1459
Ken Rollins

CORRESP
1
filename1.htm

corresp

    Kenneth J. Rollins

    ph (717) 237-6782

    fx (717) 231-6676

    krollins@rhoads-sinon.com

    file no: 9796/17

November 10, 2008

Re: Citizens & Northern Corporation Schedule 14A

Filed October 31, 2008 — File No. 000-16084

VIA FEDERAL EXPRESS

Securities & Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, DC 20549

Attn: Alicia Lam, Staff Attorney

Dear Ms. Lam:

     We are submitting this letter on behalf of our client Citizens & Northern Corporation (the
“Registrant”) in response to the Staff’s comments set forth in your letter dated November 7, 2008
(the “Staff Comment Letter”). Enclosed herewith is a complete “clean” amended Schedule 14A (the
“Amendment”) and a “blackline” version evidencing the changes made to the original version filed
via EDGAR on October 31, 2008 (the “Original Schedule 14A”). Additionally, below please find a
narrative response to each of the comments received. Capitalized terms contained herein but not
defined herein shall have the meaning assigned to them in the Amendment.

Proposal 1, page 4

    1.

    Disclose how you expect to use the proceeds of your proposed sale of securities to the
Treasury Department.

     As a result of this comment, the Amendment now contains a discussion under Proposal 1 entitled
“Use of Proceeds.” Management has not determined specific uses for the proceeds at this time. It
is therefore the Registrant’s intention to utilize the proceeds for any legitimate corporate
purpose.

    2.

    Please discuss how your participation in the Capital Purchase Program may dilute the
interests of your existing common shareholders.

     In response to this comment, the discussion under Proposal 1 entitled “Possible Effects on
Holders of Common Stock” has been supplemented to include under the subheading “Dilutive Effects” a
discussion of the dilutive effects of the Registrant’s participation in the Program on the existing
common stockholders. As the Commission is aware, “dilution” can have many meanings; however, from
a common stockholder’s perspective, dilution is most significant with respect to voting rights,
book value per share, and earnings per share.

     As to voting rights, there would be no dilutive effect because the Senior Preferred shares are
non-voting, except in very limited circumstances, and the Treasury’s Securities Purchase Agreement
to be entered into between the Treasury and the Registrant expressly provides that the Treasury
will agree not to exercise any voting rights with respect to common stock issued upon exercise of
the Warrants. The Amendment discusses the foregoing under the subheading entitled “Voting Rights.”

     With respect to earnings per share, a dilutive effect would occur upon the exercise of the
Warrants. For example, assuming the Registrant’s application to participate in the Program is
approved, and the level of participation for Senior Preferred shares is at the high end of the 1%
to 3% of risk-weighted assets range (e.g., $26.5 million), then the Warrants issued under the
Program (i.e., 15% of $26.5 million) would represent only approximately $3.975 million worth of the
Registrant’s common stock, or approximately 198,750 shares of common stock assuming (for
illustrative purposes only) a $20.00 exercise price. This represents a maximum issuance of only
2.2% of the current issued and outstanding common stock. Accordingly, upon such issuance, the
existing stockholders could experience as much as a 2.2% dilution in their earnings per share.

     The effect of the issuance of the Senior Preferred shares on earnings is indeterminable at
this time because the Registrant has not yet determined how it intends to use such capital.

     As to book value per share, we believe that the only potential dilution could occur upon
exercise of the Warrants. However, assuming that the exercise price of the Warrants exceeds the
book value per share immediately prior to the exercise (book value per share being $13.62 as of the
quarter ending September 30, 2008), which is a reasonable assumption given the fact that the
exercise price is based upon a 20 trading day trailing average and trading prices generally exceed
book value per share, the common stockholders would experience no dilutive effect. In fact, under
such circumstances, the book value per share would actually increase as a result of the exercise of
the Warrants.

    3.

    Discuss any material effect on your liquidity, capital resources or results of operations if
the proposal is approved and the Treasury Department denies your application.

     In response to this comment, the Amendment now contains a discussion under Proposal 1 entitled
“Effect of Denial of Application to Participate in the Program.” As reported in the Registrant’s
Form 10-Q for the period ending September 30, 2008, filed via EDGAR on November 7, 2008, the
Registrant realized losses in its investment portfolio during the quarter due to write-downs
related to trust-preferred securities and bank stock investments which were determined to be
other-than-temporarily impaired under applicable accounting guidelines. The Amendment now
describes the potential effect of the Registrant’s acquisition of capital under the Program on its
liquidity and capital positions, and its results of operations.

     With respect to liquidity, while a significant benefit of participation in the Program is
access to equity at relatively low cost, which the Registrant can then deploy as it deems necessary
and appropriate, management believes that the Registrant currently has in place adequate resources
to permit it to continue to meet its short-term and long-term obligations.

     With respect to capital resources, management believes that the Registrant currently exceeds
the minimum requirements for being categorized as “well-capitalized” under applicable regulations,
and will continue to do so for the foreseeable future. However, if Registrant

experiences significant additional other-than-temporary impairment losses on its available-for-sale
securities, or if economic conditions continue to worsen to the extent that loan losses or losses
on other assets increase significantly from recent historical levels, such losses could
significantly and adversely affect such capital ratios. The potential to raise capital at a
relatively low cost under the Program is attractive for purposes of offsetting such potential
losses in the future and maintaining Registrant’s well-capitalized status.

     With respect to results of operations, the Registrant’s access to the additional capital
provided for under the Program could enable it to improve its profitability through increased
lending, acquisitions or other means. Additionally, because Registrant’s earnings are
significantly affected by the performance of its investment securities, should the Registrant
continue to experience losses from its available-for-sale securities, primarily due to write-downs
in trust-preferred securities, the additional capital could provide some protection against such
losses.

     Additionally, we note that the Amendment incorporates by reference Part I of Registrant’s Form
10-Q for the period ending September 30, 2008, which describes in detail Registrant’s financial
condition and the Registrant’s potential participation in the Program.

    4.

    Disclose whether you will modify any plans or contracts to comply with limits on executive
compensation established by Section 111 of the Emergency Economic Stabilization Act of 2008.

     As a result of this comment, the Amendment now contains a discussion under Proposal 1 entitled
“Amendments of Certain Executive Agreements; Waivers from Certain Senior Executive Officers.” In
this discussion, Registrant discloses that it will adopt the standards for executive compensation
and corporate governance contained in Section 111 of the Act, and that it may be required to revise
or amend agreements with its executive officers in order to comply with the Act. That said,
Registrant does not believe any such agreements are affected by Section 111 of the Act at this
time.

    5.

    Please discuss how your participation in the Capital Purchase Program may:

    •

    impact the holders of any outstanding senior classes of your securities; and

    •

    require you to register for resale securities you have issued to the Treasury Department.

     As a result of this comment, the Amendment contains a discussion under Proposal 1 entitled
“Shelf Registration Requirement,” which discloses the Registrant’s obligation to register the
Senior Preferred and Warrants under the Securities Act of 1933.

     There is no senior class of securities authorized under Registrant’s articles of
incorporation. Accordingly, the Program will not impact holders of any such securities.

    6.

    If you expect the proceeds of the sale of securities to the Treasury Department to have a
material impact on your financial statements, you may provide a discussion of the pro forma
effect rather than pro forma financial statements. In your discussion, please address the
impact of both the minimum and maximum estimated proceeds.

     We believe this comment is now adequately addressed under the heading “Effect of Denial of
Application to Participate in the Program.” For the reasons set forth therein, Registrant

does not believe that the sale of securities to the Treasury will have a material impact on its
financial statements.

     Finally, the Registrant acknowledges that it is responsible for the adequacy and accuracy of
the disclosure in the filing; that Commission 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 Registrant may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

     Please acknowledge receipt of the enclosed documents by time stamping the additional copy of
this cover letter enclosed herewith and returning it to the undersigned in the enclosed postage
paid envelope.

    Very truly yours,

Rhoads & Sinon LLP

    By:
    /s/ Kenneth J. Rollins

Enclosures

    cc:

    Craig G. Litchfield, Chief Executive Officer (w/o encl.)

    Mark A. Hughes, Chief Financial Officer (w/o encl.)

    Charles J. Ferry, Esquire (w/o encl.)