June 10, 2005
Mail Stop 0408

By U.S. Mail and facsimile to (717) 747-9276

Mr. Larry J. Miller
President and CEO
P.O. Box 2887
105 Leader Heights Road
York, PA 17405

Re:	Codorus Valley Bancorp, Inc
      Form 10-K for Fiscal Year Ended December 31, 2004
	File No.  000-15536

Dear Mr. Miller:

      We have limited our review of your filing to those issues we
have addressed in our comments. Where indicated, please provide us
with the supplemental documentation we requested in response to
these
comments.  Please be as detailed as necessary in your explanation.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.
Exhibit 13 - Excerpts from the 2004 Annual Report to Shareholders

Notes to Consolidated Financial Statement

Note 1 - Summary of Significant Accounting Policies

Investment in Real Estate Partnerships, page 86

1. Please tell us in detail how you are accounting for your two
investments in real estate partnerships. Discussion of each
investment should include but not be limited to:
* How the investment assets and liability are determined;
* Why you are using the effective yield method of accounting for
the
investment and tax credits;
* Whether you have changed any aspects of your accounting for
these
investments since inception, and if so, the basis for any change.

Please cite the appropriate authoritative guidance supporting the
investment amounts and include specific assumptions or models
used.

2. Please provide us with the specific terms and conditions of the
partnership agreements including, but not limited to:
* The control structure and hierarchy for return of capital;
* Term/duration of each partnership;
* The allocation of liability exposure and risk of loss for the
limited and general partners;
* Parameters for removing current management;
* Other limitations placed on the partnerships` management;
* Triggering events which would result in the partnerships to
unwind.

Segment Reporting, page 89

3. Please tell us why SYC Insurance Services, Inc., SYC Settlement
Services, Inc. and SYC Realty Co. are not considered to be one or
more operating segments.  Please provide an analysis supporting
your
current accounting, including relevant qualitative criteria and
quantitative threshold tests for the periods presented or revise
your
financial statements if necessary.  Please refer to paragraphs 10-
24
of SFAS 131.

* * * * *

       As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information required under the
Securities Exchange Act of 1934 and that they have provided all
information investors require for an informed investment decision.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Paula Smith (Staff Accountant) at (202) 551-
3696
or me at (202) 551-3492 if you have any questions regarding
comments
on the financial statements and related matters.


Sincerely,



							John P. Nolan
							Accounting Branch Chief
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Larry J. Miller, President and CEO
Codorus Valley Bancorp, Inc.
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