Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
LEARN EDWARD L
 2. Issuer Name and Ticker or Trading Symbol
CITIZENS & NORTHERN CORP [CZNC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

111 LEGION HEIGHTS ROAD		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2009
(Street)


ELKLAND, PA 16920		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock             6,542 (1) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Director Stock Options (Right to Buy) $ 18.0267 (2) 04/15/1997   A4 300 (2)   04/15/1997 04/15/2007 Common Stock
300
$ 0 300
D
 
Director Stock Options (Right to Buy) $ 18.0267 (2) 12/17/2003   M4 (3)   300 (2) 04/15/1997 04/15/2007 Common Stock
300
$ 0 0
D
 
Director Stock Options (Right to Buy) $ 24.3333 (2) 04/21/1998   A4 300 (2)   04/21/1998 04/21/2008 Common Stock
300
$ 0 300
D
 
Director Stock Options (Right to Buy) $ 24.3333 (2) 04/21/2008   J(4)   300 (2) 04/21/1998 04/21/2008 Common Stock
300
$ 0 0
D
 
Director Stock Options (Right to Buy) $ 22.0833 (2) 04/20/1999   A4 300 (2)   04/20/1999 04/20/2009 Common Stock
300
$ 0 300
D
 
Director Stock Options (Right to Buy) $ 22.0833 (2) 04/20/2009   J(4)   300 (2) 04/20/1999 04/20/2009 Common Stock
300
$ 0 0
D
 
Director Stock Options (Right to Buy) $ 16.6667 (2) 04/18/2000   A4 300 (2)   04/18/2000 04/18/2010 Common Stock
300
$ 0 300
D
 
Director Stock Options (Right to Buy) $ 16.6667 (2) 12/17/2003   M4 (3)   300 (2) 04/18/2000 04/18/2010 Common Stock
300
$ 0 0
D
 
Director Stock Options (Right to Buy) $ 14.1667 (2) 04/17/2001   A4 228 (2)   04/17/2001 04/17/2011 Common Stock
228
$ 0 228
D
 
Director Stock Options (Right to Buy) $ 14.1667 (2) 12/17/2003   M4 (3)   228 (2) 04/17/2001 04/17/2011 Common Stock
228
$ 0 0
D
 
Director Stock Options (Right to Buy) $ 17 (2) 01/02/2002   A4 537 (2)   01/02/2002 01/02/2012 Common Stock
537
$ 0 537
D
 
Director Stock Options (Right to Buy) $ 17 (2) 12/17/2003   M4 (3)   537 (2) 01/02/2002 01/02/2012 Common Stock
537
$ 0 0
D
 
Director Stock Options (Right to Buy) $ 20.7333 (2) 01/02/2003   A4 411 (2)   01/02/2003 01/02/2013 Common Stock
411
$ 0 411
D
 
Director Stock Options (Right to Buy) $ 26.59 01/02/2004   A4 327   01/02/2004 01/02/2014 Common Stock
327
$ 0 327
D
 
Director Stock Options (Right to Buy) $ 27 01/03/2005   A4 473   01/03/2005 01/03/2015 Common Stock
473
$ 0 473
D
 
Director Stock Options (Right to Buy) $ 22.325 01/03/2007   A4 538   01/03/2007 01/03/2017 Common Stock
538
$ 0 538
D
 
Director Stock Options (Right to Buy) $ 17.5 01/03/2008   A4 679   01/03/2008 01/03/2018 Common Stock
679
$ 0 679
D
 
Director Stock Options (Right to Buy) $ 19.88 01/05/2009   A4 1,341   01/05/2009 01/05/2019 Common Stock
1,341
$ 0 1,341
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LEARN EDWARD L
111 LEGION HEIGHTS ROAD
ELKLAND, PA 16920		   X      

Signatures

Jessica R. Brown for Edward L. Learn under Power of Attorney dated 8/23/07. 02/16/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Direct holdings were previously reported without including unvested restricted stock (which were reported separately.) Total direct holdings reported in this Form have been revised to include unvested restricted stock.
(2) Exercise prices and number of options shares adjusted for 2003 stock split.
(3) Acquisition of shares pursuant to options exercised previously reported in Table I; however, the exercise was not reported in Table II.
(4) Expiration of director stock option without value exempt under Rule 16b-6(d).

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