Codorus Valley Bancorp Inc – ‘DEFR14A’ on 5/8/96

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Revised Definitive Proxy Solicitation Material   —   Schedule 14A
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Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14A     Revised Notice of Annual Meeting and Proxy St.        27    129K 

Document Table of Contents

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SCHEDULE 14A INFORMATION  

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE  
SECURITIES EXCHANGE ACT OF 1934 
(AMENDMENT NO.  )   

Filed by the Registrant                     /X/                                 

Filed by a Party other than the Registrant  / /                                 

Check the appropriate box:                                                      
/ / Preliminary Proxy Statement                                                 
/ / Confidential, for Use of the Commission Only (as permitted by Rule          
14a-6(e)(2))                                                            
/X/ Definitive Proxy Statement                                                  
/ / Definitive Additional Materials                                             
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12               

 CODORUS VALLEY BANCORP INC.
------------------------------------------------------------------------  
(Name of Registrant as Specified in its Charter)  

[INSERT NAME OF FILER WHEN APPLICABLE]  
------------------------------------------------------------------------  
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)  

Payment of Filing Fee (Check the appropriate box):                              
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A                                                
/ / $500 per each party to the controversy pursuant to Exchange Act Rule        
14a-6(i)(3)                                                             
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11     

(1) Title of each class of securities to which transaction applies:             
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(2) Aggregate number of securities to which transaction applies:                
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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is 
calculated and state how it was determined):                            
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(4) Proposed maximum aggregate value of transaction:                            
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(5) Total fee paid:                                                             
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/ / Fee paid previously with preliminary materials.                             

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule 
0-11(a)(2) and identify the filing for which the offsetting fee was paid
  previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.                     

(1) Amount Previously Paid:                                                     
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(2) Form, Schedule or Registration Statement No.:                               
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(3) Filing Party:                                                               
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(4) Date Filed:                                                                 
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 [ CODORUS VALLEY LOGO ]

                  April 10, 1996

DEAR SHAREHOLDER:                                                               

It is my pleasure to invite you to attend the 1996 Annual Meeting of  
Shareholders of Codorus Valley Bancorp, Inc. to be held on Tuesday, May 21, 1996
at 10:00 a.m., prevailing time. The Annual Meeting this year will be held at the
Holiday Inn Holidome (at West Manchester Mall), Red Rose Room, 2000 Loucks Road,
York, Pennsylvania 17404.                                                       

   The Notice of the Annual Meeting and the Proxy Statement on the following
pages address the formal business of the meeting. The formal business schedule  
includes: the election of three (3) Class C Directors, the approval and         
ratification of the adoption of the Codorus Valley Bancorp, Inc. 1996 Stock     
Incentive Plan, and the ratification of the selection of the independent        
auditors for 1996. At the meeting, members of the Corporation's management will 
review the Corporation's operations during the past year and be available to    
respond to questions.                                                           

   We strongly encourage you to vote your shares, whether or not you plan to
attend the meeting. It is very important that you sign, date and return the     
accompanying Proxy as soon as possible, in the postage prepaid envelope. If you 
do attend the meeting and wish to vote in person, you must give written notice  
thereof to the Secretary of the Corporation so that your Proxy will be          
superseded by any ballot that you submit at the meeting.                        

              Sincerely,

               [ SIG CUT ]

                                  Larry J. Miller, President and
                           Chief Executive Officer

Codorus Valley Bancorp. Inc., 1 Manchester Street, P.O. Box 67, Glen Rock, PA   
17327                                                                           

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 [ CODORUS VALLEY LOGO ]

CODORUS VALLEY BANCORP, INC.

------------------------------------------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 21, 1996

------------------------------------------------------

TO THE SHAREHOLDERS OF CODORUS VALLEY BANCORP, INC.:                            

   Notice is hereby given that the Annual Meeting of Shareholders of CODORUS
VALLEY BANCORP, INC. (the 'Corporation') will be held at 10:00 a.m., prevailing 
time, on Tuesday, May 21, 1996 at the Holiday Inn Holidome (at West Manchester  
Mall), Red Rose Room, 2000 Loucks Road, York, Pennsylvania 17404, for the       
following purposes:                                                             

          1. To elect three (3) Class C Directors to serve for a three-year term
and until their successors are elected and qualified;                 

        2. To approve and ratify the adoption of the Codorus Valley Bancorp,
Inc. 1996 Stock Incentive Plan; and                                   

      3. To ratify the selection of Ernst & Young LLP as the independent
 auditors for the Corporation for the year ending December 31, 1996; and

      4. To transact such other business as may properly come before the
Annual Meeting and any adjournment or postponement thereof.           

   In accordance with the By-laws of the Corporation and action of the Board
of Directors, only those shareholders of record at the close of business on     
March 29, 1996 will be entitled to notice of and to vote at the Annual Meeting  
and any adjournment or postponement thereof.                                    

A copy of the Corporation's Annual Report for the fiscal year ended   
December 31, 1995 is being mailed with this Notice. Copies of the Corporation's 
Annual Report for the 1994 fiscal year may be obtained at no cost by contacting 
Larry J. Miller, President and Chief Executive Officer, One Manchester Street,  
P.O. Box 67, Glen Rock, Pennsylvania 17327, telephone: 1-800-646-1970.          

 You are urged to mark, sign, date and promptly return your Proxy in the
enclosed envelope so that your shares may be voted in accordance with your      
wishes and in order that the presence of a quorum may be assured. The prompt    
return of your signed Proxy (and voting instruction card, if applicable),       
regardless of the number of shares you hold, will aid the Corporation in        
reducing the expense of additional proxy solicitation. The giving of such Proxy 
does not affect your right to vote in person if you attend the meeting and give 
written notice to the Secretary of the Corporation.                             

                                       By Order of the Board of Directors,

               [ SIG CUT ]

                                  Larry J. Miller, President and
                           Chief Executive Officer

April 10, 1996                                                                  

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CODORUS VALLEY BANCORP, INC.
PROXY STATEMENT FOR THE ANNUAL MEETING OF 
SHAREHOLDERS TO BE HELD ON MAY 21, 1996 
GENERAL 

INTRODUCTION, DATE, TIME AND PLACE OF ANNUAL MEETING                            

     This Proxy Statement is being furnished in connection with the solicitation
by the Board of Directors of CODORUS VALLEY BANCORP, INC. (the 'Corporation'), a
Pennsylvania business corporation, of proxies to be voted at the Annual Meeting 
of Shareholders of the Corporation to be held on Tuesday, May 21, 1996 at 10:00 
a.m., prevailing time, at the Holiday Inn Holidome (at West Manchester Mall),   
Red Rose Room, 2000 Loucks Road, York, Pennsylvania 17404, and at any           
adjournment or postponement of the Annual Meeting.                              

 The principal executive office of the Corporation is located at Peoples
Bank of Glen Rock (the 'Bank'), One Manchester Street, P.O. Box 67, Glen Rock,  
Pennsylvania 17327. The telephone number for the Corporation is: 1-800-646-1970.
All inquiries should be directed to Larry J. Miller, President and Chief        
Executive Officer of the Corporation. The Bank is a wholly-owned subsidiary of  
the Corporation.                                                                

SOLICITATION AND VOTING OF PROXIES                                              

     This Proxy Statement and the enclosed form of proxy (the 'Proxy') are first
being sent to shareholders of the Corporation on or about April 10, 1996.       

     Shares represented by proxies on the accompanying Proxy, if properly signed
and returned, will be voted in accordance with the specifications made thereon  
by the shareholders. Any Proxy not specifying to the contrary will be voted FOR 
the election of the nominees for Class C Director named below, FOR the approval 
and ratification of the adoption of the Codorus Valley Bancorp, Inc. 1996 Stock 
Incentive Plan and FOR the ratification of the selection of Ernst & Young LLP as
the independent auditors for the Corporation for the year ending December 31,   
1996. Execution and return of the enclosed Proxy will not affect a shareholder's
right to attend the Annual Meeting and vote in person, after giving written     
notice to the Secretary of the Corporation.                                     

If a shareholder is a participant in the Codorus Valley Bancorp, Inc. 
Dividend Reinvestment and Stock Purchase Plan ('DRSPP'), the enclosed Proxy will
not serve as a voting instruction card for the shares held in the DRSPP.        
Instead, these participants will receive from Registrar and Transfer Company, as
the administrator of the DRSPP, separate voting instruction cards covering the  
shares held within the DRSPP. These separate voting instruction cards must be   
signed and returned or the shares held in the DRSPP will not be voted.          

The cost of preparing, assembling, printing, mailing and soliciting   
proxies, and any additional material which the Corporation may furnish          
shareholders in connection with the Annual Meeting, will be borne by the        
Corporation. In addition to the use of the mails, certain directors, officers   
and employees of the Corporation and the Bank may solicit proxies personally, by
telephone, telegraph and telecopier. Arrangements will be made with brokerage   
houses and other custodians, nominees and fiduciaries to forward proxy          
solicitation material to the beneficial owners of stock held of record by these 
persons and, upon request therefor, the Corporation will reimburse them for     
their reasonable forwarding expenses.                                           

REVOCABILITY OF PROXY                                                           

A shareholder who returns a Proxy (and a voting instruction card, if  
applicable) may revoke the Proxy (and a voting instruction card, if applicable) 
at any time before it is voted only: (1) by giving written notice of revocation 
to Dallas L. Smith, Secretary of Codorus Valley Bancorp, Inc., at One Manchester
Street, P.O. Box 67, Glen Rock, Pennsylvania 17327; (2) by executing a          
later-dated proxy (and a voting instruction card, if applicable) and giving     
written notice thereof to the Secretary of the Corporation; or (3) by voting in 
person after giving written notice to the Secretary of the Corporation.         

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VOTING SECURITIES, RECORD DATE AND QUORUM                                       

The Corporation is currently authorized to issue 10,000,000 shares of 
common stock, par value $2.50 per share and 1,000,000 shares of preferred stock,
par value $2.50 per share.                                                      

     At the close of business on March 29, 1996, the Corporation had outstanding
995,793 shares of common stock, par value $2.50 per share, the only issued and  
outstanding class of stock (the 'Common Stock'). As of March 29, 1996, none of  
the shares of preferred stock were issued.                                      

  Only holders of Common Stock of record at the close of business on March
29, 1996 will be entitled to notice of and to vote at the Annual Meeting.       
Cumulative voting rights do not exist with respect to the election of directors.
On all matters to come before the Annual Meeting, each share of Common Stock is 
entitled to one vote.                                                           

    Under Pennsylvania law and the By-laws of the Corporation, the presence of
a quorum is required for each matter to be acted upon at the Annual Meeting.    
Pursuant to Article 3, Section 3.1, of the By-laws of the Corporation, the      
presence, in person or by proxy, of shareholders entitled to cast at least a    
majority of the votes which all shareholders are entitled to cast shall         
constitute a quorum for the transaction of business at the Annual Meeting. Votes
withheld and abstentions will be counted in determining the presence of a quorum
for the particular matter. Broker non-votes will not be counted in determining  
the presence of a quorum for the particular matter as to which the broker       
withheld authority.                                                             

Assuming the presence of a quorum, the three nominees for director    
receiving the highest number of votes cast by shareholders entitled to vote for 
the election of directors shall be elected. Votes withheld from a nominee and   
broker non-votes will not be cast for such nominee.                             

  Assuming the presence of a quorum, the affirmative vote of a majority of
all votes cast by shareholders is required for the approval and ratification of 
the adoption of the Codorus Valley Bancorp, Inc. 1996 Stock Incentive Plan and  
the ratification of the selection of independent auditors. Abstentions and      
broker non-votes are not deemed to constitute 'votes cast' and, therefore, do   
not count either for or against such approval and ratification. Abstentions and 
broker non-votes, however, have the practical effect of reducing the number of  
affirmative votes required to achieve a majority for each such matter by        
reducing the total number of shares voted from which the required majority is   
calculated.                                                                     

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PRINCIPAL BENEFICIAL OWNERS OF THE CORPORATION'S STOCK

PRINCIPAL OWNERS                                                                

The following table sets forth, as of December 31, 1995, the name and 
address of each person who owns of record or who is known by the Board of       
Directors to be the beneficial owner of more than 5 percent of the Corporation's
outstanding Common Stock, the number of shares beneficially owned by such person
and the percentage of the Corporation's outstanding Common Stock so owned.      

                                                        [Enlarge/Download Table]


                                                                                  PERCENT OF     
                                                                SHARES            OUTSTANDING    
                                                             BENEFICIALLY        COMMON STOCK    
NAME AND ADDRESS                                                 OWNED         BENEFICALLY OWNED 
---------------------------------------------------------  -----------------  -------------------
                                                                                                 
PBT Company                                                     77,153(1)           7.75%        
Peoples Bank of Glen Rock                                                                        
Trust and Investment Services                                                                    
120 Pine Grove Commons                                                                           
York, Pennsylvania 17403                                                                         

CEDE & Co.                                                     118,274             11.87%        
P.O. Box 20                                                                                      
Bowling Green Station                                                                            
New York, New York 10004                                                                         

------------------                                                              
(1) 57,307 shares of Common Stock beneficially owned by the Bank are held by    
  Peoples Bank of Glen Rock Trust Department (the 'Trust Department') in its
fiduciary capacity. The Trust Department has sole voting and dispositive
power over these shares of Common Stock. 17,033 shares of Common Stock  
    beneficially owned by the Bank are held by the Trust Department in one trust
   account which provides for the Bank to exercise sole dispositive power. The
   Trust Department has shared voting power over these shares of Common Stock.
   2,813 shares of Common Stock beneficially owned by the Bank are held by the
   Trust Department in agency accounts which provides for the Bank to exercise
   sole voting power. The Trust Department has no dispositive power over these
shares of Common Stock. The Bank's Trust Department intends to cast all 
    shares under its control FOR the election of the nominees for director named
below, FOR the approval and adoption of the Codorus Valley Bancorp, Inc.
   1996 Stock Incentive Plan, and FOR the ratification of Ernst & Young LLP as
the independent auditors for the Corporation.                           

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BENEFICIAL OWNERSHIP BY OFFICERS, DIRECTORS AND NOMINEES                        

The following table sets forth as of March 29, 1996, the amount and   
percentage of the Common Stock beneficially owned by each director, each nominee
and all officers, directors and nominees of the Corporation as a group.         

                                                        [Enlarge/Download Table]


                                                                       AMOUNT AND                  
                                                                       NATURE OF                   
NAME OF INDIVIDUAL                                                     BENEFICIAL        PERCENT   
  OR IDENTITY OF GROUP                                              OWNERSHIP(1)(2)(3)  OF CLASS(7)
------------------------------------------------------------------  ----------------  -------------
                                                                                                   
D. Reed Anderson, Esq.(6)                                                   401              --    
M. Carol Druck(5)                                                           482(8)           --    
MacGregor S. Jones(6)                                                     2,698(9)           --    
Barry A. Keller(5)                                                       14,582           1.46%    
Rodney L. Krebs(4)                                                        1,991              --    
Larry J. Miller(6)                                                        3,745(10)          --    
Dallas L. Smith(4)                                                        1,780              --    
George A. Trout, D.D.S.(4)                                               18,312(11)       1.84%    
Donald H. Warner(5)                                                         220              --    
All Officers, Directors and Nominees as a Group                                                    
  (10 persons)                                                           44,322           4.45%    

------------------                                                              
(1) Does not include Common Stock held in fiduciary accounts under the control
of the Bank's Trust Department.                                       

(2) The securities 'beneficially owned' by an individual are determined in    
    accordance with the definitions of 'beneficial ownership' set forth in the
     General Rules and Regulations of the Securities and Exchange Commission and
  may include securities owned by or for the individual's spouse and minor
children and any other relative who has the same home, as well as     
 securities to which the individual has, or shares, voting or investment
     power or has the right to acquire beneficial ownership within 60 days after
     March 29, 1996. Beneficial ownership may be disclaimed as to certain of the
securities.                                                           

(3) Information furnished by the directors and the Corporation.               

(4) A Class A Director whose term expires in 1997.                            

(5) A Class B Director whose term expires in 1998.                            

(6) A nominee for Class C Director whose term expires in 1999 and a current   
Class C Director whose term expires in 1996.                          

(7) Less than 1 percent unless otherwise indicated.                           

 (8) Includes 121 shares of Common Stock held individually by Mrs. Druck and 361
shares of Common Stock held jointly with her spouse.                  

(9) Includes 2,015 shares of Common Stock held individually by Mr. Jones and  
683 shares of Common Stock held individually by his spouse.           

(10) Includes 577 shares of Common Stock held individually by Mr. Miller, 2,654 
  shares of Common Stock held jointly with his spouse, 82 shares of Common
     Stock held jointly with his mother, 216 shares of Common Stock held jointly
 with his daughter, and 216 shares of Common Stock held jointly with his
son.                                                                  

(11) Includes 478 shares of Common Stock held individually by Dr. Trout and     
17,834 shares of Common Stock held jointly with his spouse.           

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ELECTION OF DIRECTORS 

The By-laws of the Corporation provide that the Corporation's business
shall be managed by its Board of Directors. Section 10.2 of the By-laws provides
that the number of directors that shall constitute the whole Board of Directors 
shall not be less than five nor more than twenty-five and that the Board of     
Directors shall be classified into three classes, each class to be elected for a
term of three years. Within the foregoing limits, the Board of Directors may,   
from time to time, fix the number of directors and their respective             
classifications. No person shall be elected as a director who has not attained  
the age of 21 years. No person shall serve as a director after he or she has    
attained the age of 70 years. Each director shall also hold solely in his or her
name at least 100 shares of Common Stock, which shares shall be free of any     
liens or other forms of encumbrances. The Board of Directors has fixed the      
number of Board members at nine, with three directors in each class. Pursuant to
Section 11.1 of the By-laws, vacancies on the Board of Directors, including     
vacancies resulting from an increase in the number of directors, shall be filled
by a majority of the remaining members of the Board of Directors, though less   
than a quorum, and each person so appointed shall be a director until the       
expiration of the term of office of the class of directors to which he or she   
was appointed.                                                                  

    In accordance with Section 10.3 of the By-laws, at the 1996 Annual Meeting
of Shareholders, three (3) Class C Directors shall be elected to serve for a    
three-year term and until their successors are elected and qualified. Therefore,
the By-laws provide for a classified Board of Directors with staggered          
three-year terms of office.                                                     

Unless otherwise instructed, the Proxyholders will vote the Proxies   
received by them for the election of the three nominees named below. If any     
nominee should become unavailable for any reason, Proxies will be voted in favor
of a substitute nominee as the Board of Directors of the Corporation shall      
determine. The Board of Directors has no reason to believe that the nominees    
named will be unable to serve, if elected.                                      

    There is no cumulative voting for the election of directors. Each share of
Common Stock is entitled to cast only one vote for each nominee. For example, if
a shareholder owns 10 shares of Common Stock, he or she may cast up to ten votes
for each of the three directors in the class to be elected.                     

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INFORMATION AS TO NOMINEES, DIRECTORS AND EXECUTIVE OFFICERS

The following table contains certain information with respect to the  
executive officers, nominees for Class C Director whose terms expire in 1999 and
the current Class C Directors whose terms expire in 1996, and the Class A       
Directors and Class B Directors whose terms expire in 1997 and 1998,            
respectively:                                                                   

                                                        [Enlarge/Download Table]


                                                                                                           DIRECTOR   
                                               AGE AS OF              PRINCIPAL OCCUPATION FOR               SINCE    
                                               MARCH 29,            PAST FIVE YEARS AND POSITION         CORPORATION/ 
NAME                                             1996              HELD WITH CORPORATION AND BANK            BANK     
------------------------------------------  ---------------  ------------------------------------------  -------------
                                                                                                                      

                                  NOMINEES FOR                                                                        
                                CLASS C DIRECTOR                                                                      
                           WHOSE TERMS EXPIRE IN 1999                                                                 
                                      AND                                                                             
                           CURRENT CLASS C DIRECTORS                                                                  
                           WHOSE TERMS EXPIRE IN 1996                                                                 

D. Reed Anderson, Esq.(1)(3)                       53        Attorney-at-Law, Stock and Leader              1994/1994 
MacGregor S. Jones(2)                              50        President, Mac Jones Ford, Inc.; Assistant     1993/1993 
                                                             Secretary of the Corporation since January               
                                                             1994                                                     
Larry J. Miller(1)(4)                              44        Commercial Banker; President and Chief         1986/1981 
                                                             Executive Officer of the Corporation since               
                                                             1986 and of the Bank since 1981                          

                               CLASS A DIRECTORS                                                                      
                           WHOSE TERMS EXPIRE IN 1997                                                                 

Dallas L. Smith(1)(4)                              50       President, Bruce V. Smith, Inc. (furniture     1986/1983  
                                                            and appliances); Secretary of the                         
                                                            Corporation since January 1994; Assistant                 
                                                            Treasurer and Assistant Secretary of the                  
                                                            Corporation November 1988 - January 1994;                 
                                                            Treasurer of the Corporation 1986 -                       
                                                            November 1988                                             
George A. Trout, D.D.S.(1)(2)                      61       Dentist; Chairman of the Corporation since     1986/1975  
                                                            January 1994; Vice Chairman of the                        
                                                            Corporation January 1993 - January 1994;                  
                                                            Vice President of the Corporation November                
                                                            1988 - January 1993; Vice Chairman of the                 
                                                            Bank since 1992                                           
Rodney L. Krebs(3)                                 55       President, Springfield Contractors, Inc.;      1988/1988  
                                                            Treasurer of the Corporation since                        
                                                            February 1990                                             

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                                                                                                           DIRECTOR   
                                               AGE AS OF              PRINCIPAL OCCUPATION FOR               SINCE    
                                               MARCH 29,            PAST FIVE YEARS AND POSITION         CORPORATION/ 
NAME                                             1996              HELD WITH CORPORATION AND BANK            BANK     
------------------------------------------  ---------------  ------------------------------------------  -------------

                               CLASS B DIRECTORS                                                                      
                           WHOSE TERMS EXPIRE IN 1998                                                                 

                                                                                                                      
Barry A. Keller(1)                                 62       Insurance Broker/Consultant, Keller-Brown      1986/1977  
                                                            Insurance Services; Vice Chairman of the                  
                                                            Corporation since January 1994; Secretary                 
                                                            of the Corporation November 1988 - January                
                                                            1994; Chairman of the Bank since January                  
                                                            1994                                                      
M. Carol Druck(2)                                  47       President, Druck Realty, Inc. d/b/a RE/MAX     1988/1988  
                                                            Advanced Realty; Realtor/ Broker;                         
                                                            Assistant Secretary of the Corporation                    
                                                            since April 1990; Assistant Treasurer of                  
                                                            the Corporation since January 1994                        
Donald H. Warner(3)                                57       President, Warner Services, Inc. (moving       1990/1990  
                                                            and storage company); Vice President of                   
                                                            the Corporation since January 1993                        

------------------                                                              
(1) Member of the Bank's Executive Committee. This committee is authorized to   
meet at the call of an officer, primarily to take action regarding the  
   purchase and sale of securities and to pass on loans presented for discount
  between regular meetings of the Board of Directors. This committee did not
 meet in 1995. All matters of this committee were considered by the entire
Board of Directors. Mr. Barry A. Keller is Chairman of the Executive    
Committee.                                                              

(2) Member of the Bank's Audit Committee. The Audit Committee has as its primary
   functions the recommendation of an outside auditor for each fiscal year and
the oversight of the Bank's audit function. This committee is also the  
source for reports concerning factual conflicts of interest, reviews    
  circumstances regarding conflicts of interest and reports same to the full
   Board of Directors, if necessary. This committee met six (6) times in 1995.
Mrs. M. Carol Druck is Chairperson of the Audit Committee.              

(3) Member of the Bank's Trust and Investment Services Committee. This committee
makes recommendations and supervises the operation of the Trust and     
    Investment Services Department. The committee usually meets the last Tuesday
  of each month. There were twelve (12) meetings of the Trust and Investment
    Services Committee in 1995. Mr. Rodney L. Krebs is Chairman of the Trust and
    Investment Services Committee. Mr. Barry A. Keller is an alternate member of
this committee.                                                         

(4) Members of the Bank's Asset Liability Committee (ALCO). This committee met  
seven (7) times in 1995 to review asset and liability management of the 
 Bank. Other members of the committee include the following bank officers:
Mr. Dennis H. Engle, Mr. Timothy E. Senft and Mr. Jann Allen Weaver. Mr.
Larry J. Miller is Chairman of the committee.                           

The aforementioned committees are committees of the Bank and not the  
Corporation.                                                                    

   During 1995, the Bank's Board of Directors held thirty-four (34) meetings
and the Corporation's Board of Directors held nine (9) meetings. Each of the    
Directors attended at least 75 percent of the combined total number of meetings 
of the Corporation's and the Bank's Boards of Directors and the committees of   
which he or she is a member.                                                    

The Board of Directors of the Corporation has at present no standing  
committees. The Corporation does not have a compensation or a nominating        
committee. A shareholder who desires to propose an individual for consideration 
by the Board of Directors as a nominee for director should                      

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submit a proposal in writing to the Secretary of the Corporation in accordance  
with Section 10.1 of the Corporation's By-laws. Any shareholder who intends to  
nominate any candidate for election to the Board of Directors must notify the   
Secretary of the Corporation in writing not less than ninety (90) days prior to 
the date of any meeting of shareholders called for the election of directors.   

COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 

    Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Corporation's officers and directors, and persons who own more than 10      
percent of the registered class of the Corporation's equity securities, to file 
reports of ownership and changes in ownership with the Securities and Exchange  
Commission ('SEC'). Officers, directors and greater than 10 percent shareholders
are required by SEC regulation to furnish the Corporation with copies of all    
Section 16(a) forms they file.                                                  

   Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were     
required for those persons, the Corporation believes that during the period     
January 1, 1995 through December 31, 1995, its officers and directors were in   
compliance with all filing requirements applicable to them, with the exception  
of MacGregor S. Jones, a Director of the Corporation and the Bank, who filed    
late two Forms 4 to report two transactions in the Common Stock.                

EXECUTIVE COMPENSATION

    Shown below is information concerning the annual compensation for services
in all capacities to the Corporation and the Bank for the fiscal years ended    
December 31, 1995, 1994 and 1993 of those persons who were, at December 31,     
1995, (i) Chief Executive Officer, and (ii) the other four most highly          
compensated executive officers of the Corporation and the Bank to the extent    
such persons' total annual salary and bonus exceeded $100,000.                  

SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]


                                                                                                  LONG-TERM COMPENSATION            
                                                                                       ---------------------------------------------
                                                        ANNUAL COMPENSATION                         AWARDS                 PAYOUTS  
                                              ---------------------------------------  --------------------------------  -----------
               (A)                    (B)        (C)         (D)            (E)              (F)              (G)            (H)    
                                                                           OTHER                                                    
                                                                          ANNUAL         RESTRICTED                                 
                                                                          COMPEN-           STOCK          OPTIONS/                 
                                               SALARY       BONUS         SATION           AWARDS            SARS          PAYOUTS  
   NAME AND PRINCIPAL POSITION       YEAR        ($)         ($)            ($)              ($)              (#)            ($)    
---------------------------------  ---------  ---------  -----------  ---------------  ---------------  ---------------  -----------
                                                                                                                                    
Larry J. Miller                         1995    136,499      10,000              0                0                0              0 
  President and Chief                   1994    133,057           0              0                0                0              0 
  Executive Officer of the              1993    129,807       7,500              0                0                0              0 
  Corporation and the Bank                                                                                                          


               (A)                     (I)                                                                                          
                                    ALL OTHER                                                                                       
                                     COMPEN-                                                                                        
                                     SATION                                                                                         
   NAME AND PRINCIPAL POSITION      ($)(1)(2)                                                                                       
---------------------------------  -----------                                                                                      
Larry J. Miller                         3,980                                                                                       
  President and Chief                   3,127                                                                                       
  Executive Officer of the              2,648                                                                                       
  Corporation and the Bank                                                                                                          



------------------                                                              
(1) Includes Bank contributions to 401(k) Plan of $2,678 for 1995, $2,411 for   
1994, and $1,950 for 1993.                                              

(2) Includes Life Insurance Premiums amounting to $1,302, for 1995, $716 for    
1994, and $698 for 1993. Group term life insurance is provided at three 
times Mr. Miller's annual salary.                                       

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RETIREMENT PLAN                                                                 

The Corporation does not have a retirement or pension plan. The Bank, 
however, maintains a retirement plan (the 'Plan') for officers and employees.   
All officers and employees who meet the service requirements are eligible for   
the Plan after the first full year of service with the Bank. At the present     
time, there are 136 persons enrolled in the Plan. Normal retirement age is 65   
years. The Corporation recognized no expenses for financial reporting purposes  
during 1995.                                                                    

Under the Plan, retirement benefits are based on the average annual   
earnings for the highest ten consecutive years (prior to retirement), multiplied
by the number of years of service, multiplied by 1 percent. Based on the        
preceding formula, projected annual retirement benefits are set forth below.    

                                                        [Enlarge/Download Table]


                                                    TOTAL PROJECTED YEARS OF SERVICE           
      AVERAGE ANNUAL EARNINGS FOR         -----------------------------------------------------
     HIGHEST TEN CONSECUTIVE YEARS           15         20         25         30         35    
----------------------------------------  ---------  ---------  ---------  ---------  ---------
                                                                                               
                   $                      $          $          $          $          $        
                 50,000                       7,500     10,000     12,500     15,000     17,500
                 75,000                      11,250     15,000     18,750     22,500     26,250
                100,000                      15,000     20,000     25,000     30,000     35,000
                125,000                      18,750     25,000     31,250     37,500     43,750
                150,000                      22,500     30,000     37,500     45,000     52,500
                175,000                      26,250     35,000     43,750     52,500     61,250
                200,000                      30,000     40,000     50,000     60,000     70,000

     The compensation covered by the Plan for Mr. Larry J. Miller, President and
Chief Executive Officer of the Corporation and the Bank, is $146,499. This      
amount corresponds to the sum of salary and bonus presented in the Summary      
Compensation Table. The years of credited service under the Plan, as of March   
29, 1996 for Mr. Miller is twenty-five (25) years.                              

401(K) PLAN                                                                     

The Bank maintains a defined contribution - profit sharing 401(K) Plan
effective in 1991 (the 'Plan'). The Plan Sponsor is Peoples Bank of Glen Rock.  
The Plan is administered by a committee designated by the Plan Sponsor. Larry J.
Miller, President and Chief Executive Officer of the Corporation and the Bank,  
and Bruce A. Lamborne, Vice President and Trust Officer of the Bank, are the    
Plan Trustees. The Plan is subject to certain laws and regulations pursuant to  
the Internal Revenue Code and participants are entitled to certain rights and   
protection under the Employee Retirement Income Security Act of 1974.           

     To be eligible to become a participant in the Plan, an employee is required
to work one year during which the employee completed 1,000 hours of service and 
attained the age of 21. An eligible employee may elect to contribute certain    
portions of salary, wage, bonus (other than year end bonus), or other direct    
remuneration to the Plan. Generally, eligible employees may not contribute more 
than 20 percent of such compensation. The Bank matches a certain percentage of  
the employee's contribution. In 1993, 1994 and 1995, the Bank matched 50 percent
of the first 6 percent of the employee's contribution. The Bank's contributions 
to the Plan for each participant vest in three years. The employee's            
contributions to the Plan vest immediately.                                     

EMPLOYMENT CONTRACT                                                             

   During 1993, the Corporation, the Bank and Mr. Larry J. Miller, President
and Chief Executive Officer of the Corporation and the Bank, entered into an    
employment agreement for a term of three (3) years, which term renews           
automatically for an additional twelve months at the end of each calendar year  
unless the Corporation and Bank provide written notice to Mr. Miller of         
non-renewal. The agreement specifies Mr. Miller's position and duties,          
compensation and benefits, and indemnification and termination provisions. The  
agreement also contains a non-competition provision and a confidentiality       
provision.                                                                      

Under the terms of his employment agreement, Mr. Miller serves as the 
President and Chief Executive Officer of the Corporation and the Bank and as a  
member of the Boards of Directors of the Corporation and the Bank. Mr. Miller is
entitled to an annual direct salary of $125,000 per year which                  

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may be increased in subsequent years as the Board of Directors deems            
appropriate. In addition, the Boards of Directors of the Corporation and the    
Bank may provide for payment of a periodic bonus if such bonus is deemed        
appropriate by the Boards of Directors. Mr. Miller is not entitled to receive   
director's fees or other compensation for serving on the Corporation's and the  
Bank's Boards of Directors or committees thereof. Mr. Miller is also entitled to
receive the customary employee benefits made available by the Bank to its       
employees and use of a Bank vehicle.                                            

The agreement with Mr. Miller also provides that if his employment is 
terminated by the Corporation or the Bank, due to death, disability or for cause
(as defined therein), then he is entitled to the full annual direct salary      
through the date of termination. If Mr. Miller's employment is terminated by the
Corporation or the Bank other than pursuant to death, disability or for cause   
(as defined therein), then he is entitled to his full annual direct salary from 
the date of termination through the last day of the term of the agreement, or   
his current annual direct salary, whichever is greater. If Mr. Miller terminates
his employment for good reason (as defined therein), then he is entitled to an  
amount equal to his direct annual salary. If Mr. Miller's employment is         
terminated as a result of a change in control (as defined therein), then he is  
entitled to his full annual direct salary from the date of change of control (as
defined therein) through the last day of the term of the agreement, or an amount
equal to his current annual direct salary, whichever is greater.                

COMPENSATION OF DIRECTORS                                                       

    During 1995, non-employee Bank directors received $250 for each Directors'
regular or special meeting attended, $75.00 per hour for each committee meeting 
attended, and a monthly retainer of $500.00. The Chairman of the Bank's Board of
Directors received a monthly retainer of $600.00. In addition, the Bank pays    
life insurance premiums on behalf of the non-employee Bank directors which      
amounted to $1,296 in 1995. In the aggregate, the Board of Directors received   
$110,846 for all Board of Directors' meetings and committee meetings attended in
1995, including all fees, retainers and premiums paid to and on behalf of all   
non-employee Bank directors in 1995.                                            

  Directors received no remuneration for attendance at the meetings of the
Board of Directors of the Corporation.                                          

CERTAIN TRANSACTIONS

  There have been no material transactions between the Corporation and the
Bank, nor any material transactions proposed, with any director or executive    
officer of the Corporation and the Bank, or any associate of the foregoing      
persons. The Corporation and the Bank have had and intend to continue to have   
banking and financial transactions in the ordinary course of business with      
directors and officers of the Corporation and the Bank and their associates on  
comparable terms and with similar interest rates as those prevailing from time  
to time for other customers of the Corporation and the Bank.                    

   Total loans outstanding from the Corporation and the Bank at December 31,
1995, to the Corporation's and the Bank's officers and directors as a group and 
to members of their immediate families and companies in which they had an       
ownership interest of 10 percent or more was $3,351,000, or approximately 16.5  
percent of the total equity capital of the Bank. Loans to such persons were made
in the ordinary course of business, were made on substantially the same terms,  
including interest rates and collateral, as those prevailing at the time for    
comparable transactions with other persons, and did not involve more than the   
normal risk of collectibility or present other unfavorable features. The largest
aggregate amount of indebtedness outstanding at any time during fiscal year 1995
to officers and directors of the Corporation and the Bank as a group was        
$4,032,000. The aggregate amount of indebtedness outstanding as of the latest   
practicable date, February 27, 1996, to the above described group was           
$3,251,000.                                                                     

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PRINCIPAL OFFICERS OF THE CORPORATION 

 The following table sets forth selected information about the principal
officers of the Corporation, each of whom is elected by the Board of Directors  
and each of whom holds office at the discretion of the Board of Directors:      

                                                        [Enlarge/Download Table]


                                                                   BANK      NUMBER OF SHARES      AGE AS OF   
                                                       HELD      EMPLOYEE      BENEFICIALLY        MARCH 29,   
NAME AND POSITION                                      SINCE       SINCE           OWNED             1996      
---------------------------------------------------  ---------  -----------  -----------------  ---------------
                                                                                                               
George A. Trout, D.D.S. --                              1994            (1)        18,312               61     
Chairman of the Board                                                                                          
Barry A. Keller --                                      1994            (1)        14,582               62     
Vice Chairman of the Board                                                                                     
Larry J. Miller --                                      1986        1971(2)         3,745               44     
President and Chief Executive Officer                                                                          
Donald H. Warner --                                     1993            (1)           220               57     
Vice President                                                                                                 
Dallas L. Smith --                                      1994            (1)         1,780               50     
Secretary                                                                                                      
Rodney L. Krebs --                                      1990            (1)         1,991               55     
Treasurer                                                                                                      
Jann Allen Weaver --                                    1991        1986              111(3)            46     
Assistant Treasurer                                                                                            
and Assistant Secretary                                                                                        

------------------                                                              
(1) Messrs. Trout, Keller, Warner, Smith and Krebs are not employees of the     
Bank.                                                                   

(2) Mr. Miller has been employed by the Bank for the past 25 years and for the  
last 15 years as President and Chief Executive Officer.                 

(3) The shares of Common Stock beneficially owned by Mr. Weaver are held jointly
with his spouse.                                                        

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PRINCIPAL OFFICERS OF THE BANK

 The following table sets forth selected information about the principal
officers of the Bank, each of whom is elected by the Board of Directors and each
of whom holds office at the discretion of the Board of Directors:               

                                                        [Enlarge/Download Table]


                                                                              BANK      NUMBER OF SHARES      AGE AS OF   
                                   OFFICE AND POSITION            HELD      EMPLOYEE      BENEFICIALLY        MARCH 29,   
NAME                                  WITH THE BANK               SINCE       SINCE           OWNED             1996      
--------------------------  ----------------------------------  ---------  -----------  -----------------  ---------------
                                                                                                                          
Barry A. Keller             Chairman of the Board                  1994            (1)       14,582                62     
Larry J. Miller             President and Chief Executive          1981        1971           3,745                44     
                              Officer                                                                                     
Dennis H. Engle             Executive Vice President and Chief     1992        1992              12(2)             44     
                              Lending Officer                                                                             
Jann Allen Weaver           Senior Vice President and Chief        1989        1986             111                46     
                              Financial Officer                                                                           
Timothy E. Senft            Vice President/Cashier and Chief       1989        1980             128                37     
                              Operations Officer                                                                          
Karl J. Boehringer          Vice President/Commercial Services     1994        1994             402                53     
Robin D. Cannon             Vice President/Auditor                 1994        1985             161                33     
Bruce A. Lamborne           Vice President/Trust and               1989        1988             200(3)             49     
                              Investment Services                                                                         
Connie E. Sohnleitner       Vice President/Human Resource          1994        1989              11(4)             41     
                              Manager                                                                                     
Todd A. Tyson               Vice President/Branch                  1989        1978             271(5)             35     
                              Administration and Marketing                                                                
Barbara J. Myers            Secretary                              1990        1986               0                47     

------------------                                                              
(1) Mr. Keller is not an employee of the Bank.                                  

(2) The shares of Common Stock beneficially owned by Mr. Engle are held jointly 
with his spouse.                                                        

(3) The shares of Common Stock beneficially owned by Mr. Lamborne are jointly   
held with his spouse.                                                   

(4) The shares of Common Stock beneficially owned by Ms. Sohnleitner are held   
with her spouse.                                                        

(5) Includes 127 shares of Common Stock held individually by Mr. Tyson and 144  
shares of Common Stock held jointly with his spouse.                    

PROPOSAL TO APPROVE AND RATIFY THE ADOPTION OF
THE CODORUS VALLEY BANCORP, INC.
1996 STOCK INCENTIVE PLAN 

    The Board of Directors adopted the Codorus Valley Bancorp, Inc. 1996 Stock
Incentive Plan (the 'Plan') and reserved 50,000 shares of Common Stock for      
issuance under the Plan. The purpose of the Plan is to advance the development, 
growth and financial condition of the Corporation and its subsidiaries by       
providing incentives through participation in the appreciation of capital stock 
of the Corporation in order to secure, retain and motivate personnel responsible
for the operation and management of the Corporation and its subsidiaries. The   
Plan is designed to attract and retain individuals of outstanding ability to    
employment with the Corporation and its subsidiaries, to encourage employees to 
acquire proprietary interests in the Corporation, to continue employment with   
the Corporation and its subsidiaries and to render superior performance during  
such employment.                                                                

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   The Plan will become effective upon approval by the shareholders and will
continue in effect until all awards under the Plan either have lapsed, been     
exercised, satisfied or cancelled according to the terms under the Plan. The    
shares of stock that may be issued under the Plan shall not exceed in the       
aggregate 50,000 shares of the Common Stock, par value $2.50 per share, as may  
be adjusted from time to time due to stock splits, payments of stock dividends  
or other changes in the structure of the Corporation's capital.                 

  The Plan will be administered by a committee comprised of all members of
the Board of Directors (the 'Committee'), except for any director who, during   
the year prior to commencing service on the Committee, and while a member of the
Committee was or will be granted or awarded any awards under the Plan, or any   
other Plan of the Corporation which provides for discretionary grants or awards.
Persons eligible to receive awards under the Plan shall be those key officers   
and employees of the Corporation and its subsidiaries as determined by the      
Committee.                                                                      

AWARDS                                                                          

  Awards made under the Plan may be in the form of (i) options to purchase
stock intended to qualify as incentive stock options under Sections 421 and 422 
of the Internal Revenue Code ('Code') (referred to herein as 'Qualified         
Options') and (ii) options which do not so qualify (referred to herein as       
'Non-Qualified Options'). Every award made to a person under the Plan shall be  
exercisable during his or her lifetime only by the recipient and shall not be   
saleable, transferable or assignable by the recipient except by will or pursuant
to applicable laws of descent and distribution. Generally, awards may be        
exercised in whole or in part. Funds received by the Corporation from the       
exercise of any award shall be used for its general corporate purposes. The     
Committee may permit an acceleration of previously established exercise terms of
any award as, when, under such facts and circumstances, and subject to such     
other or further requirements and conditions as the Committee may deem necessary
or appropriate, including, but not limited to, upon a change of control of the  
Corporation (as defined in the Plan).                                           

QUALIFIED OPTIONS                                                               

  Qualified Options shall not be awarded under the Plan more than 10 years
after the date the Plan is adopted by the Board of Directors or approved by the 
shareholders, whichever is earlier and are only exercisable upon the expiration 
of six months after the date of the award and shall not continue beyond the     
expiration of 10 years beyond the date of the award. The purchase price of the  
stock subject to any Qualified Option, as determined by the Committee, shall not
be less than the stock's fair market value (as defined in the Plan) at the time 
the option is awarded or less than its par value. If the recipient of a         
Qualified Option ceases to be employed by the Corporation, or subsidiary        
thereof, for any reason other than his or her death, the Committee may permit   
the recipient to exercise such option during its remaining term for a period not
more than three months after cessation of employment. If the recipient ceases to
be employed by the Corporation, or subsidiary thereof, due to his or her        
disability, the three month period will be extended to a 12 month period. If the
recipient ceases to be employed by the Corporation, or subsidiary thereof, due  
to his or her death, the Committee may permit the recipient's qualified personal
representatives, or any persons who acquire the options pursuant to his or her  
will or the laws of descent and distribution, to exercise such option during its
remaining term for a period not to exceed 12 months after the recipient's death.

NON-QUALIFIED OPTIONS                                                           

Non-Qualified Options are only exercisable upon the expiration of six 
months after the date of the award and shall not continue beyond the expiration 
of 10 years beyond the date of the award. If a recipient of a Non-Qualified     
Option ceases to be eligible under the Plan before the option lapses or before  
it is fully exercised, the Committee may permit the recipient to exercise such  
option during its remaining term, to the extent that the option was then and    
remains exercisable, for such time period and under such terms and conditions as
may be prescribed by the Committee. The purchase price of a share of stock      
pursuant to a Non-Qualified Option, as determined by the Committee, shall not be
less than the stock's par value.                                                

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FEDERAL TAX CONSEQUENCES                                                        

An employee who receives Qualified Options will not recognize taxable 
income upon either the grant or the exercise of the option. If the stock is     
acquired by the exercise of a Qualified Option is held until the later of: (i)  
two years from the date of the grant, and (ii) one year from the date of        
exercise, any gain (or loss) recognized on the sale or exchange of the stock    
will be treated as long-term capital gain (or loss), and the Corporation will   
not be entitled to any income tax deduction. If stock acquired by the exercise  
of a Qualified Option is sold or exchanged before the expiration of the required
holding period, the employee will recognize ordinary income in the year of      
disposition in an amount equal to the difference between the option price and   
the lesser of the fair market value of the stock on the date of exercise, or the
selling price. In the event of a disqualifying disposition, the Corporation will
be entitled to an income tax deduction in the year of such disposition in an    
amount equal to the amount of ordinary income recognized by the employee.       

    An employee who receives a Non-qualified Option will not recognize taxable
income upon the grant of the option, however upon exercise, he or she will      
recognize ordinary income in an amount equal to the excess of the fair market   
value of the stock on the date that the option is exercised over the purchase   
price paid for the stock. The Corporation will be entitled to an income tax     
deduction in the year of the exercise in an amount equal the amount of income   
recognized by the employee.                                                     

The foregoing discussion of the Plan consists of only a summary and is
qualified in its entirety by reference to the full text of the Plan attached as 
Exhibit 'A' to this proxy statement. Exhibit 'A' is deemed to be an integral    
part of this Proxy Statement and incorporated in its entirety by reference.     

     THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING RESOLUTION WHICH
WILL BE PRESENTED AT THE ANNUAL MEETING:                                        

'RESOLVED, THAT THE CODORUS VALLEY BANCORP, INC. 1996 STOCK 
INCENTIVE PLAN, THE TEXT OF WHICH IS SET FORTH IN FULL AND ITS        
ENTIRETY IN THE PROXY STATEMENT FOR THE 1996 ANNUAL MEETING OF        
SHAREHOLDERS AS EXHIBIT 'A', IS HEREBY APPROVED, ADOPTED, RATIFIED AND
CONFIRMED BY THE SHAREHOLDERS OF THE CORPORATION.'                    

    The approval and ratification of the Plan requires the affirmative vote of
at least a majority of all votes cast by shareholders. Proxies solicited by the 
Board of Directors will be voted for the foregoing resolution unless            
shareholders specify to the contrary on their proxies.                          

RATIFICATION OF INDEPENDENT AUDITORS

   Unless instructed to the contrary, it is intended that votes will be cast
pursuant to the proxies for the ratification of the selection of Ernst & Young  
LLP as the Corporation's independent auditors for its 1996 fiscal year. The     
Corporation has been advised by Ernst & Young LLP that none of its members has  
any financial interest in the Corporation. Ratification of Ernst & Young LLP    
will require the affirmative vote of a majority of the shares of Common Stock   
represented in person or by proxy at the Annual Meeting. Ernst & Young LLP      
served as the Corporation's independent auditors for the 1995 fiscal year,      
assisted the Corporation and the Bank with preparation of their federal and     
state tax returns, and provided assistance in connection with regulatory        
matters, charging the Bank for such services at its customary hourly billing    
rates. These non-audit services were approved by the Corporation's and the      
Bank's Boards of Directors after due consideration of the effect of the         
performance thereof on the independence of the auditors and after the conclusion
by the Corporation's and the Bank's Boards of Directors that there was no effect
on the independence of the auditors.                                            

   In the event that the shareholders do not ratify the selection of Ernst &
Young LLP as the Corporation's independent auditors for the 1996 fiscal year,   
another accounting firm may be chosen to provide independent audit services for 
the 1996 fiscal year. The Board of Directors recommends that the shareholders   
vote FOR the ratification of the selection of Ernst & Young LLP as the          
independent auditors for the Corporation for the year ending December 31, 1996. 

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ANNUAL REPORT 

A copy of the Corporation's Annual Report for its fiscal year ended   
December 31, 1995 is enclosed with this Proxy Statement. A representative of    
Ernst & Young LLP, the accounting firm which examined the financial statements  
in the Annual Report, will attend the meeting. The representative will have the 
opportunity to make a statement, if he desires to do so, and will be available  
to respond to any appropriate questions concerning the Annual Report presented  
by shareholders at the Annual Meeting.                                          

SHAREHOLDER PROPOSALS 

  Any shareholder who, in accordance with and subject to the provisions of
the proxy rules of the Securities and Exchange Commission, wishes to submit a   
proposal for inclusion in the Corporation's Proxy Statement for its 1997 Annual 
Meeting of Shareholders must deliver such proposal in writing to the President  
of Codorus Valley Bancorp, Inc. at its principal executive offices, One         
Manchester Street, Glen Rock, Pennsylvania 17327, not later than Thursday,      
December 12, 1996.                                                              

OTHER MATTERS 

 The Board of Directors does not know of any matters to be presented for
consideration other than the matters described in the accompanying Notice of    
Annual Meeting of Shareholders, but if any matters are properly presented, it is
the intention of the persons named in the accompanying Proxy to vote on such    
matters in accordance with their best judgment.                                 

ADDITIONAL INFORMATION

     UPON WRITTEN REQUEST OF ANY SHAREHOLDER, A COPY OF THE CORPORATION'S REPORT
ON FORM 10-K FOR ITS FISCAL YEAR ENDED DECEMBER 31, 1995, INCLUDING THE         
FINANCIAL STATEMENTS AND THE SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE   
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 13a-1 UNDER THE SECURITIES  
EXCHANGE ACT OF 1934, AS AMENDED, MAY BE OBTAINED, WITHOUT CHARGE, FROM JANN    
ALLEN WEAVER, ASSISTANT TREASURER, CODORUS VALLEY BANCORP, INC., ONE MANCHESTER 
STREET, P.O. BOX 67, GLEN ROCK, PENNSYLVANIA 17327.                             

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                                                                       EXHIBIT A

CODORUS VALLEY BANCORP, INC.
 1996 STOCK INCENTIVE PLAN

         1. Purpose. The purpose of this Stock Incentive Plan (the "Plan") is to
advance the development, growth and financial condition of Codorus Valley       
Bancorp, Inc. (the "Corporation") and each subsidiary thereof as defined in     
Section 424 of the Internal Revenue Code of 1986, as amended (the "Code"), by   
providing incentives through participation in the appreciation of capital stock 
of the Corporation so as to secure, retain and motivate personnel who may be    
responsible for the operation and management of the affairs of the Corporation  
and any such subsidiary now or hereafter existing ("Subsidiary").               

       2. Term. The Plan shall become effective as of the date it is adopted
by the Corporation's Board of Directors (the "Board"), so long as the           
Corporation's stockholders duly approve the Plan within twelve (12) months      
either before or after the date of the Board's adoption of the Plan. Any and all
options and rights awarded under the Plan ("Awards") before it is so approved by
the Corporation's stockholders shall be conditional upon and may not be         
exercised before timely obtainment of such approval, and shall lapse upon the   
failure thereof. If the Plan is so approved, it shall continue in effect until  
all Awards either have lapsed or been exercised, satisfied or cancelled         
according to their terms under the Plan.                                        

       3. Stock. The shares of stock that may be issued under the Plan shall
not exceed in the aggregate 50,000 shares of the Corporation's common stock, par
value $2.50 per share (the "Stock"), as may be adjusted pursuant to paragraph 16
hereof. Such shares of Stock may be either authorized and unissued shares of    
Stock, or authorized shares of Stock issued by the Corporation and subsequently 
reacquired by it as treasury stock. Under no circumstance shall any fractional  
shares of Stock be issued or sold under the Plan or any Award. Except as may be 
otherwise provided in the Plan, any Stock subject to an Award that for any      
reason lapses or terminates prior to its exercise as to such Stock shall become 
and again be available under the Plan. The Corporation shall reserve and keep   
available, and shall duly apply for any requisite governmental authority to     
issue or sell the number of shares of Stock needed to satisfy the requirements  
of the Plan while in effect. The Corporation's failure to obtain any such       
governmental authority deemed necessary by the Corporation's legal counsel for  
the lawful issuance and sale of Stock under the Plan shall relieve the          
Corporation of any duty, or liability for the failure to issue or sell such     
Stock as to which such authority has not been obtained.                         

         4. Administration. The Plan shall be administered by a Committee of the
Board of Directors (the "Committee"). The Committee shall be comprised of all   
members of the Board of Directors except for any Director who, during the year  
prior to commencing service on the Committee, and while a member of the         
Committee was or will be granted or awarded any Awards, allocations or other    
options with respect to Stock or any other capital stock of the Corporation or  
its affiliates pursuant to the Plan or any other plan of the Corporation or its 
affiliates which provides for discretionary grants or awards. A majority of the 
Committee's membership shall constitute a quorum for the transaction of all     
business of the Committee, and all decisions and actions taken by the Committee 
shall be determined by a majority of the members of the Committee attending a   
meeting at which a quorum of the Committee is present.                          

        The Committee shall be responsible for the management and operation of
the Plan and, subject to its provisions, shall have full, absolute and final    
power and authority, exercisable in its sole discretion: to interpret and       
construe the provisions of the Plan, adopt, revise and rescind rules and        
regulations relating to the Plan and its administration, and decide all         
questions of fact arising in the application thereof; to determine what, to     
whom, when and under what facts and circumstances Awards shall be made, and the 
form, number, terms, conditions and duration thereof, including but not limited 
to when exercisable, the number of shares of Stock subject thereto, and Stock   
option purchase prices; to adopt, revise and rescind procedural rules for the   
transaction of the Committee's business, subject to any directives of the Board 
not inconsistent with the provisions or intent of the Plan or applicable        
provisions of law; and to make all other determinations and decisions, take all 
actions and do all things necessary or appropriate in and for the administration
of the Plan. The Committee's determinations, decisions and actions under the    
Plan, including but not limited to those described above, need not be uniform or
consistent, but may be different and selectively made and applied, even in      
similar circumstances and among similarly situated persons.                     

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Unless contrary to the provisions of the Plan, all decisions, determinations and
actions made or taken by the Committee shall be final and binding upon the      
Corporation and all interested persons, and their heirs, personal and legal     
representatives, successors, assigns and beneficiaries. No member of the        
Committee or of the Board shall be liable for any decision, determination or    
action made or taken in good faith by such person under or with respect to the  
Plan or its administration.                                                     

  5. Awards. Awards may be made under the Plan in the form of: (a)
"Qualified Options" to purchase Stock that are intended to qualify for certain  
tax treatment as incentive stock options under Sections 421 and 422 of the Code,
or (b) "Non-Qualified Options" to purchase Stock that are not intended to       
qualify under Sections 421-424 of the Code. More than one Award may be granted  
to an eligible person, and the grant of any Award shall not prohibit the grant  
other Award, either to the same person or otherwise, or impose any obligation   
upon the person to whom granted to exercise the Award. All Awards and the terms 
and conditions thereof shall be set forth in written agreements, in such form   
and content as approved by the Committee from time to time, and shall be subject
to the provisions of the Plan whether or not contained in such agreements.      
Multiple Awards for a particular person may be set forth in a single written    
agreement or in multiple agreements, as determined by the Committee, but in all 
cases each agreement for one or more Awards shall identify each of the Awards   
thereby represented as a Qualified Option or Non-Qualified Option, as the case  
may be. Every Award made to a person (a "Recipient") shall be exercisable during
his or her lifetime only by the Recipient, and shall not be salable,            
transferable or assignable by the Recipient except by his or her Will or        
pursuant to applicable laws of descent and distribution.                        

       6. Eligibility. Persons eligible to receive Awards shall be those key
officers and other employees of the Corporation and each Subsidiary as          
determined by the Committee. In no case, however, shall any current member of   
the Committee be eligible to receive any awards. A person's eligibility to      
receive Awards shall not confer upon him or her any right to receive any Awards;
rather, the Committee shall have the sole authority, exercisable in its         
discretion consistent with the provisions of the Plan, to select when, to whom  
and under what facts and circumstances Awards will be made. Except as otherwise 
provided, a person's eligibility to receive, or actual receipt of Awards under  
the Plan shall not limit or affect his or her benefits under or eligibility to  
participate in any other incentive or benefit plan or program of the Corporation
or its affiliates.                                                              

         7. Qualified Options. In addition to other applicable provisions of the
Plan, all Qualified Options and Awards thereof shall be under and subject to the
following terms and conditions:                                                 

               (a) No Qualified Option shall be awarded more than ten (10)
years after the date the Plan is adopted by the Board or the date the Plan is   
approved by the Corporation's stockholders, whichever date is earlier;          

            (b) The time period during which any Qualified Option is
exercisable, as determined by the Committee, shall not commence before the      
expiration of six (6) months or continue beyond the expiration of ten (10) years
after the date such Option is awarded;                                          

           (c) If the Recipient of a Qualified Option ceases to be
employed by the Corporation or any Subsidiary for any reason other than his or  
her death, the Committee may permit the Recipient thereafter to exercise such   
Option during its remaining term for a period of not more than three (3) months 
after such cessation of employment to the extent that the Option was then and   
remains exercisable, unless such employment cessation was due to the Recipient's
disability as defined in Section 22(e)(3) of the Code, in which case such three 
(3) month period shall be twelve (12) months; if the Recipient dies while       
employed by the Corporation or a Subsidiary, the Committee may permit the       
Recipient's qualified personal representatives, or any persons who acquire the  
Qualified Option pursuant to his or her Will or laws of descent and             
distribution, thereafter to exercise such Option during its remaining term for a
period of not more than twelve (12) months after the Recipient's death to the   
extent that the Option was then and remains exercisable; the Committee may      
impose terms and conditions upon and for said exercise of such Qualified Option 
after such cessation of the Recipient's employment or his or her death;         

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            (d) The purchase price of Stock subject to any Qualified
Option, as determined by the Committee, shall not be less than the Stock's fair 
market value at the time such Option is awarded as determined under paragraph 13
hereof, or less than the Stock's par value.                                     

         8. Non-Qualified Options. In addition to other applicable provisions of
the Plan, all Non-Qualified Options and Awards thereof shall be under and       
subject to the following terms and conditions:                                  

                (a) The time period during which any Non-Qualified Option is
exercisable, as determined by the Committee, shall not commence before the      
expiration of six (6) months or continued beyond the expiration of ten (10)     
years after the date such Option is awarded;                                    

                  (b) If a Recipient of a Non-Qualified Option, before its lapse
or full exercise, ceases to be eligible under the Plan, the Committee may permit
the Recipient thereafter to exercise such Option during its remaining term, to  
the extent that the Option was then and remains exercisable, for such time      
period and under such terms and conditions as may be prescribed by the          
Committee;                                                                      

             (c) The purchase price of a share of Stock subject to any
Non-Qualified Option, as determined by the Committee, shall not be less than the
Stock's par value.                                                              

      9. Exercise. Except as otherwise provided in the Plan, Awards may be
exercised in whole or in part by giving written notice thereof to the Secretary 
of the Corporation, or his or her designee, identifying the Award being         
exercised, the number of shares of Stock with respect thereto, and other        
information pertinent to exercise of the Award. The purchase price of the shares
of Stock with respect to which an Award is exercised shall be paid with the     
written notice of exercise, either in cash or in Stock at its then current fair 
market value, or it any combination thereof, as the Committee shall determine.  
Funds received by the Corporation from the exercise of any Award shall be used  
for its general corporate purposes.                                             

    The Committee may permit an acceleration of previously established
exercise terms of any Awards as, when, under such facts and circumstances, and  
subject to such other or further requirements and conditions as the Committee   
may deem necessary or appropriate. In addition: (a) if the Corporation or its   
stockholders execute an agreement to dispose of all or substantially all of the 
Corporation's assets or capital stock by means of sale, merger, consolidation,  
reorganization, liquidation or otherwise, as a result of which the Corporation's
stockholders as of immediately before such transaction will not own at least    
fifty percent (50%) of the total combined voting power of all classes of voting 
capital stock of the surviving entity (be it the Corporation or otherwise)      
immediately after the consummation of such transaction, thereupon any and all   
Awards immediately shall become and remain exercisable with respect to the total
number of shares of Stock still subject thereto for the remainder of their      
respective terms until the consummation of such transaction, or if not          
consummated, until the agreement therefor expires or is terminated, in which    
case thereafter all Awards shall be treated as if said agreement never had been 
executed; (b) if there is an actual, attempted or threatened change in the      
ownership of at least twenty-five percent (25%) of all classes of voting capital
stock of the Corporation through the acquisition of, or an offer to acquire such
percentage of the Corporation's voting capital stock by any person or entity, or
persons or entities acting in concert or as a group, and such acquisition or    
offer has not been duly approved by the Board; or (c) if during any period of   
two (2) consecutive years, the individuals who at the beginning of such period  
constituted the Board, cease for any reason to constitute at least a majority of
the Board, unless the election of each director of the Board, who was not a     
director of the Board at the beginning of such period, was approved by a vote of
at least two-thirds of the directors then still in office who were directors at 
the beginning of such period, thereupon any and all Awards immediately shall    
become and remain exercisable with respect to the total number of shares of     
Stock still subject thereto for the remainder of their respective terms,        
thereupon any and all Awards immediately shall become and remain exercisable    
with respect to the total number of shares of Stock still subject thereto for   
the remainder of their respective terms.                                        

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         10. Withholding. Whenever the Corporation is about to issue or transfer
Stock pursuant to any Award, the Corporation may require the Recipient to remit 
to the Corporation an amount sufficient to satisfy fully any federal, state and 
other jurisdictions' income and other tax withholding requirements prior to the 
delivery of any certificates for such shares of Stock. Whenever payments are to 
be made in cash to any Recipient pursuant to his or her exercise of an Award,   
such payments shall be made net after deduction of all amounts sufficient to    
satisfy fully any federal, state and other jurisdictions' income and other tax  
withholding requirements.                                                       

        11. Value. Where used in the Plan, the "fair market value" of Stock or
any options or rights with respect thereto, including Awards, shall mean and be 
determined by (a) the average of the highest and lowest reported sales prices   
thereof on the principal established domestic securities exchange on which      
listed, and if not listed, then (b) the average of the dealer "bid" and "ask"   
prices thereof on the New York over-the-counter market as reported by the       
National Association of Securities Dealers, Inc., in either case as of the      
specified or otherwise required or relevant time, or if not traded as of such   
specified, required or relevant time, then based upon such reported sales or    
"bid" and "ask" prices before and/or after such time in accordance with         
pertinent provisions of and principles under the Code and the regulations       
promulgated thereunder.                                                         

         12. Amendment. To the extent permitted by applicable law, the Board may
amend, suspend, or terminate the Plan at any time; provided, however, that: (a) 
no amendment may be adopted that permits an Award to be granted to any member of
the Committee; (b) with respect to qualified options, except as specified in    
paragraph 18 hereof, no amendment may be adopted that will increase the number  
of shares reserved for Awards under the Plan, change the option price, or change
the provisions required for compliance with Section 422 of the Code and         
regulations issued thereunder; and (c) notwithstanding anything to the contrary 
herein, no amendment may be adopted to increase the number of securities that   
may be issued under the Plan, except as specified in paragraph 18 hereof,       
materially increase the benefits accruing to recipients or materially modify the
requirements for eligibility to participate in the Plan, without the approval of
the shareholders of the Corporation, to the extent that shareholder approval is 
required under Section 16 of the Securities Exchange Act of 1934, as amended,   
and the regulations thereunder, as from time to time in effect. The amendment or
termination of this Plan shall not, without the consent of the Recipients, alter
or impair any rights or obligations under any Award previously granted          
hereunder.                                                                      

       In addition and subject to the foregoing, the Committee may prescribe
other or additional terms, conditions and provisions with respect to the grant  
or exercise of any or all Awards as the Committee may determine necessary or    
appropriate for such Awards and the Stock subject thereto to qualify under and  
comply with all applicable laws, rules and regulations, and changes therein,    
including but not limited to the provisions of Sections 421 and 422 of the Code,
Section 16 of the Securities Exchange Act of 1934, as amended, and Rule 16b-3   
promulgated by the Securities and Exchange Commission. Without limiting the     
generality of the preceding sentence, each Qualified Option shall be subject to 
such other and additional terms, conditions and provisions as the Committee may 
deem necessary or appropriate in order to qualify such Option, as an incentive  
stock option under Section 422 of the Code, including but not limited to the    
following provisions:                                                           

                (i) the aggregate fair market value, at the time such Option
is awarded, of the Stock subject thereto and of any Stock or other capital stock
with respect to which incentive stock options qualifying under Sections 421 and 
422 of the Code are exercisable for the first time by the Recipient during any  
calendar year under the Plan and any other plans of the Corporation or its      
affiliates, shall not exceed $100,000.00; and                                   

                  (ii) No Qualified Option, shall be awarded to any person if at
the time of such Award, such person owns Stock possessing more than ten percent 
(10%) of the total combined voting power of all classes of capital stock of the 
Corporation or its affiliates, unless at the time such Option is awarded the    
Stock purchase price under such Option is at least one hundred and ten percent  
(110%) of the fair market value of the Stock subject to such Option and the     
Option by its terms is not exercisable after the expiration of five (5) years   
from the date it is awarded.                                                    

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From time to time, the Committee may rescind, revise and add to any of such     
terms, conditions and provisions as may be necessary or appropriate to have any 
Awards be or remain qualified and in compliance with all applicable laws, rules 
and regulations, and may delete, omit or waive any of such terms conditions or  
provisions that are no longer required by reason of changes if applicable laws, 
rules or regulations.                                                           

         13. Continued Employment. Nothing in the Plan or any Award shall confer
upon any Recipient or other persons any right to continue in the employment of, 
or maintain any particular relationship with the Corporation or its affiliates, 
or limit or affect any rights, powers or privileges that the Corporation or its 
affiliates may have to supervise, discipline and terminate such Recipient or    
other persons, and the employment and other relationships thereof. However, the 
Committee may require as a condition of making and/or exercising any Award that 
its Recipient agree to, and in fact provide services, either as an employee or  
in another capacity, to or for the Corporation or any Subsidiary for such time  
period following the date the Award is made and/or exercised as the Committee   
may prescribe. The immediately preceding sentence shall not apply to any        
Qualified Option to the extent such application would result in disqualification
of said Option as an incentive stock option under Sections 421 and 422 of the   
Code.                                                                           

14. General Restrictions. Each Award shall be subject to the  
requirement and provision that if at any time the Committee determines it       
necessary or desirable as a condition of or in consideration of making such     
Award, or the purchase or issuance or Stock thereunder, (a) the listing,        
registration or qualification of the Stock subject to the Award, or the Award   
itself, upon any securities exchange or under any federal or state securities or
other laws, (b) the approval of any governmental authority, or (c) an agreement 
by the Recipient with respect to disposition of any Stock (including without    
limitation that at the time of the Recipient's exercise of the Award, any Stock 
thereby acquired is being and will be acquired solely for investment purposes   
and without any intention to sell or distribute such Stock), then such Award    
shall not be consummated in whole or in part unless such listing, registration, 
qualification, approval or agreement shall have been appropriately effected or  
obtained to the satisfaction of the Committee and legal counsel for the         
Corporation.                                                                    

        15. Rights. Except as otherwise provided in the Plan, the Recipient of
any Award shall have no rights as a holder of the Stock subject thereto unless  
and until one or more certificates for the shares of such Stock are issued and  
delivered to the Recipient. No adjustments shall be made for dividends, either  
ordinary or extraordinary, or any other distributions with respect to Stock,    
whether made in cash, securities or other property, or any rights with respect  
thereto, for which the record date is prior to the date that any certificates   
for Stock subject to an Award are issued to the Recipient pursuant to his or her
exercise thereof. No Award, or the grant thereof, shall limit or affect the     
right or power of the Corporation or its affiliates to adjust, reclassify,      
recapitalize, reorganize or otherwise change its or their capital or business   
structure, or to merge, consolidate, dissolve, liquidate or sell any or all of  
its or their business, property or assets.                                      

         16. Adjustments. In the event of any change in the number or issued and
outstanding shares of Stock which results from a stock split, reverse stock     
split, payment of a stock dividend or any other change in the capital structure 
of the Corporation, the Committee shall proportionately adjust the maximum      
number of shares subject to each outstanding Award, and (where appropriate) the 
purchase price per share thereof (but not the total purchase price under the    
Award), so that upon exercise of realization of such Award, the Recipient shall 
receive the same number of shares he or she would have received had he or she   
been the holder of all shares subject to his or her outstanding Award and       
immediately before the effective date of such change in the number of issued and
outstanding shares of Stock. Such adjustments shall not, however, result in the 
issuance of fractional shares. Any adjustment under this paragraph 16 shall be  
made by the Committee, subject to approval by the Board. No adjustments shall be
made that would cause a Qualified Option to fail to continue to qualify as an   
incentive stock option within the meaning of Section 422 of the Code.           

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        In the event the Corporation is the party to any merger, consolidation
or other reorganization, any and all outstanding Awards shall apply and relate  
to the securities to which a holder of Stock is entitled after such merger,     
consolidation or other reorganization. Upon any liquidation or dissolution of   
the Corporation, any and all outstanding Awards shall terminate upon            
consummation of such liquidation or dissolution, but prior to such consummation 
shall be exercisable to the extent that the same otherwise are exercisable under
the Plan.                                                                       

        17. Forfeiture. Notwithstanding anything to the contrary in this Plan,
if the Committee finds after full consideration of the facts presented on behalf
of the Corporation and the involved Recipient, that he or she has been engaged  
in fraud, embezzlement, theft, commission of a felony, or dishonesty in the     
course of his or her employment by the Corporation or any Subsidiary that has   
damaged it, or that the Recipient has disclosed trade secrets of the corporation
or its affiliates, the Recipient shall forfeit all rights under and to all      
unexercised Awards, and all exercised Awards under which the Corporation has not
yet delivered payment or certificates for shares of Stock (as the case may be), 
all of which Awards and rights shall be automatically cancelled. The decision of
the Committee as to the cause of the Recipient's discharge from employment with 
the Corporation or any Subsidiary and the damage thereby suffered shall be final
for purposes of the Plan, but shall not affect the finality of the Recipient's  
discharge by the Corporation or Subsidiary for any other purposes. The preceding
provisions of this paragraph shall not apply to any Qualified Option to the     
extent such application would result in disqualification of said Option as an   
incentive stock option under Sections 421 and 422 of the Code.                  

       18. Indemnification. In and with respect to the administration of the
Plan, the Corporation shall indemnify each present and future member of the     
Committee and/or of the Board, who shall be entitled without further action on  
his or her part to indemnity from the Corporation for all damages, losses,      
judgments, settlement amounts, punitive damages, excise taxes, fines, penalties,
costs and expenses (including without limitation attorneys' fees and            
disbursements) incurred by such member in connection with any threatened,       
pending or completed action, suit or other proceedings of any nature, whether   
civil, administrative, investigative or criminal, whether formal or informal,   
and whether by or in the right or name of the Corporation, any class of its     
security holders, or otherwise, in which such member may be or have been        
involved, as a party or otherwise, by reason of his or her being or having been 
a member of the Committee and/or of the Board, whether or not he or she         
continues to be such a member. The provisions, protection and benefits of this  
paragraph shall apply and exist to the fullest extent permitted by applicable   
law to and for the benefit of all present and future members of the Committee   
and/or of the Board and their respective heirs, personal and legal              
representatives, successors and assigns, in addition to all other rights that   
they may have as a matter of law, by contract, or otherwise, except (a) as may  
not be allowed by applicable law, (b) to the extent there is entitlement to     
insurance proceeds under insurance coverages provided by the Corporation on     
account of the same matter or proceeding for which indemnification hereunder is 
claimed, or (c) to the extent there is entitlement to indemnification from the  
Corporation, other than under this paragraph, on account of the same matter or  
proceeding for which indemnification hereunder is claimed.                      

       19. Miscellaneous. Any reference contained in this Plan to particular
section or provision of law, rule or regulation, including but not limited to   
the Internal Revenue Code of 1986 and the Securities Exchange Act of 1934, both 
as amended, shall include any subsequently enacted or promulgated section or    
provision of law, rule or regulation, as the case may be, of similar import.    
With respect to persons subject to Section 16 of the Securities Exchange Act of 
1934, as amended, transactions under this Plan are intended to comply with all  
applicable conditions of Rule 16b-3 or any successor rule that may be           
promulgated by the Securities and Exchange Commission, and to the extent any    
provision of this Plan or action by the Committee fails to so comply, it shall  
be deemed null and void, to the extent permitted by applicable law and deemed   
advisable by the Committee. Where used in this Plan: the plural shall include   
the singular, and unless the context otherwise clearly requires, the singular   
shall include the plural; and the term "affiliates" shall mean each and every   
Subsidiary and any parent of the Corporation. The captions of the numbered      
paragraphs contained in this Plan are for convenience only, and shall not limit 
or affect the meaning, interpretation or construction of any of the provisions  
of the Plan.                                                                    

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/X/ PLEASE MARK VOTES                                                           
AS IN THIS EXAMPLE                                                      

CODORUS VALLEY BANCORP, INC.                                                    
PROXY                                                                           
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS                     

ANNUAL MEETING OF SHAREHOLDERS                                                  
TO BE HELD ON MAY 21, 1996                                                      
The undersigned hereby constitutes and appoints Dallas L. Darr, Mildred L.      
Lackey and George E. McCullough and each or any of them, proxies of the         
undersigned, with full power of substitution, to vote all shares of Cordorus    
Valley Bancorp, Inc., (the "Corporation") that the undersigned may be entitled  
to vote at the Annual Meeting of Shareholders of the Corporation to be held at  
the Holiday Inn Holidome (at West Manchester Mall), Red Rose Room, 2000 Loucks  
Road, York, Pennsylvania 17404, on Tuesday, May 21, 1996 at 10:00 a.m.,         
prevailing time, and at any adjournment or postponement thereof as follows:     

Please be sure to sign and date this Proxy in the box below.                    

Date                                                                            

________________________________                _______________________________ 
Shareholder sign above                          Co-holder (if any) sign above   

                                      FOR     WITHHOLD    FOR ALL EXCEPT
1.  ELECTION OF CLASS C                   / /       / /           / /           
DIRECTORS TO SERVE FOR                                                  
A THREE-YEAR TERM.                                                      

D. Reed Anderson, Esq., MacGregor S. Jones, Larry J. Miller                     
(INSTRUCTION:  TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE  
THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)                               

------------------------------------------------------------------------------- 
                                FOR     AGAINST    ABSTAIN
2.  PROPOSAL TO APPROVE                    / /       / /        / /             
AND RATIFY THE ADOPTION                                                 
OF THE CODORUS VALLEY                                                   
BANCORP, INC. 1996 STOCK                                                
INCENTIVE PLAN.                                                         
The Board of Directors recommends                                       
a vote FOR this proposal.                                               

3. PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT     
AUDITORS FOR THE CORPORATION FOR THE YEAR ENDING DECEMBER 31, 1996.       

The Board of Directors recommends a vote FOR this proposal.           

                             FOR      AGAINST    ABSTAIN
                           / /        / /        / /

4. In their discretion, the proxies are authorized to vote upon such other      
business as may properly come before the meeting and any adjournment or   
postponement thereof.                                                     

THIS PROXY, WHEN PROPERLY SIGNED, WILL BE VOTED                                 
IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED                                
SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY                                
WILL BE VOTED FOR ALL NOMINEES LISTED ABOVE AND FOR                             
PROPOSALS 2 AND 3.                                                              

Detach above card, sign, date and mail in postage paid envelope provided.       
Codorus Valley Bancorp, Inc.                                                    

THIS PROXY MUST BE DATED, SIGNED BY THE SHAREHOLDER AND RETURNED PROMPTLY TO    
REGISTRAR AND TRANSFER COMPANY IN THE ENCLOSED ENVELOPE. WHEN SIGNING AS        
ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE. 
IF MORE THAN ONE TRUSTEE, ALL SHOULD SIGN. IF STOCK IS HELD JOINTLY, EACH OWNER 
SHOULD SIGN.                                                                    

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[ CVB STATIONERY ]

April 10, 1996

Dear Dividend Reinvestment and Stock Purchase Plan Participant:                 

    As a participant in the Codorus Valley Bancorp, Inc. Dividend Reinvestment
and Stock Purchase Plan ('Plan'), you are entitled to instruct the Plan         
Administrator, Registrar and Transfer Company, to vote the shares that are held 
on your behalf in the Plan at the 1996 Annual Meeting of Shareholders of the    
Corporation. To instruct the Plan Administrator as to how you would like these  
shares voted at the Annual Meeting, please complete the enclosed Voting         
Instruction Card/Proxy. At the Annual Meeting, in accordance with the Plan, the 
Plan Administrator will vote the shares held in the Plan for which participants 
have executed and returned a Voting Instruction Card/Proxy.                     

    Enclosed is a copy of the Corporation's Notice of Annual Meeting and Proxy
Statement in connection with the 1996 Annual Meeting of Shareholders and a copy 
of the Corporation's 1995 Annual Report. Also enclosed is a Voting Instruction  
Card/Proxy which should be completed and returned to the Plan Administrator in  
the enclosed envelope.                                                          

If you have any questions, please contact the undersigned.            

              Sincerely,

                   Larry J. Miller

             President

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/x/ PLEASE MARK VOTES                                                           
AS IN THIS EXAMPLE                                                      

DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN                                   
VOTING INSTRUCTION CARD/PROXY                                                   
CODORUS VALLEY BANCORP, INC.                                                    

ANNUAL MEETING OF SHAREHOLDERS                                                  
TO BE HELD ON MAY 21, 1996                                                      

The undersigned hereby constitutes and appoints Registrar and Transfer Company, 
Plan Administrator for the Cordorus Valley Bancorp, Inc. Dividend Reinvestment  
and Stock Purchase Plan (the "Plan"), proxy of the undersigned, with full power 
of substitution, to vote all of the shares of Cordorus Valley Bancorp, Inc.,    
(the "Corporation") that the Plan holds on behalf of the undersigned and may be 
entitled to vote at the Annual Meeting of Shareholders of the Corporation to be 
held at the Holiday Inn Holidome (at West Manchester Mall), Red Rose Room, 2000 
Loucks Road, York, Pennsylvania 17404, on Tuesday, May 21, 1996 at 10:00 a.m.,  
prevailing time, and at any adjournment or postponement thereof as follows:     

Please be sure to sign and date this Proxy in the box below.                    

Date                                                                            
________________________________             ________________________________   
Plan Participant sign above                   Co-holder (if any) sign above     

                                 FOR     WITHHOLD   FOR ALL EXCEPT
1.  ELECTION OF CLASS C                 / /       / /          / /              
DIRECTORS TO SERVE FOR                                                  
A THREE-YEAR TERM.                                                      

D. Reed Anderson, Esq., MacGregor S. Jones, Larry J. Miller                     
(INSTRUCTION:  TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE  
THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)                               

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                         FOR       AGAINST     ABSTAIN
2.  PROPOSAL TO APPROVE               / /         / /         / /               
AND RATIFY THE ADOPTION                                                 
OF THE CODORUS VALLEY                                                   
BANCORP, INC. 1996 STOCK                                                
INCENTIVE PLAN.                                                         

The Board of Directors recommends                                       
a vote FOR this proposal.                                               

3. PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT     
AUDITORS FOR THE CORPORATION FOR THE YEAR ENDING DECEMBER 31, 1996.       

The Board of Directors recommends a vote FOR this proposal.               

                      FOR        AGAINST     ABSTAIN
                    / /          / /         / /

4. In its discretion, the proxy is authorized to vote upon such other business  
as may properly come before the meeting and any adjournment or postponement     
thereof.                                                                        
THIS PROXY, WHEN PROPERLY SIGNED, WILL BE VOTED                                 
IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED                                
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN PARTICIPANT.                      
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED       
ABOVE AND FOR PROPOSALS 2 AND 3.                                                

Detach above card, sign, date and mail in postage paid envelope provided.       
Codorus Valley Bancorp, Inc.                                                    

THE VOTING INSTRUCTIONS REQUEST PERTAINS TO SHARES OF COMMON STOCK HELD IN YOUR 
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN ACCOUNT BUT NOT REGISTERED IN YOUR
NAME. SUCH SHARES OF COMMON STOCK CAN BE VOTED ONLY BY THE PLAN ADMINISTRATOR AS
THE HOLDER OF RECORD OF THE SHARES.                                             

PLEASE DATE, SIGN AND RETURN YOUR VOTING                                        
INSTRUCTION CARD/PROXY TO US PROMPTLY IN THE RETURN ENVELOPE PROVIDED.          

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFR14A’ Filing		Date		First		Last			Other Filings
		12/31/96		3		27			10-K
		12/12/96		18
		5/21/96		2		27			DEF 14A
Filed on:		5/8/96
		4/10/96		2		26
		3/29/96		3		12
		2/27/96		13
		12/31/95		3		18			10-K
		1/1/95		11
		12/31/94		11
		12/31/93		11
									List all Filings