CITIZENS & NORTHERN CORP
S-4, EX-23.5, 2000-09-06
STATE COMMERCIAL BANKS
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                                                                    EXHIBIT 23.5




                         CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the use of our report dated January 14, 2000 on the
financial statements of Peoples, Ltd. and subsidiary as of December 31, 1999 and
1998 and for the years then ended included in this Proxy Statement/Prospectus on
Form S-4 and to the reference to our Firm under the caption "Experts" in the
Proxy Statement/Prospectus.


/s/ Parente Randolph, PC

Parente Randolph, PC
Wilkes-Barre, Pennsylvania
August 31, 2000


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