Item 8.01 Other Events

On July 19, 2012 Citizens & Northern Corporation (the "Company") issued a press release announcing that the Company's Board of Directors has declared a dividend on its common stock of $0.22 per share, payable August 13, 2012 to shareholders of record as of August 1, 2012. Declaration of the dividend was made at the July 19, 2012 meeting of the C&N Board of Directors. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1 Press Release dated July 19, 2012.