CITIZENS & NORTHERN CORP — Director's Dealing 2012

Mar 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CITIZENS & NORTHERN CORP (CZNC)
CIK: 0000810958
Period of Report: 2012-03-01

Reporting Person: HUGHES MARK A (Exec. Vice Pres. & C.F.O.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-01	Common Stock	J	470	$20.7275	Acquired	4914	Indirect
2012-03-01	Common Stock	J	42	$20.7275	Acquired	4956	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12662	Direct

Footnotes

F1: Exempt acquisition via employer year end contribution to ESOP

F2: Exempt acquisition in ESOP via dividend reinvestment under D/R plan