Exhibit 99








                         Report of Independent Auditors
                         ------------------------------



To the Board of Directors and Stockholders
Community Banks, Inc.:

In our opinion,  the  accompanying  consolidated  balance  sheet and the related
consolidated  statements  of income,  changes in  stockholders'  equity and cash
flows  present  fairly,  in all material  respects,  the  financial  position of
Community  Banks, Inc and its subsidiaries at December 31, 2002, and the results
of their operations and their cash flows for each of the two years in the period
ended  December 31, 2002 in  conformity  with  accounting  principles  generally
accepted in the United States of America.  These  financial  statements  are the
responsibility of the Company's management;  our responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  statements in  accordance  with  auditing  standards  generally
accepted in the United States of America, which require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence  supporting the amounts and  disclosures  in the financial  statements,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe that our audits provide a reasonable basis for our opinion.




/S/ PricewaterhouseCoopers LLP

Harrisburg, Pennsylvania
January 24, 2003