Exhibit 99


            Report of Independent Registered Public Accounting Firm


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

In our opinion, the consolidated  statements of income, changes in stockholders'
equity and cash flows for the year ended  December 31, 2002  (appearing on pages
43 through 45 of the Community  Banks,  Inc. 2004 Annual Report to  Shareholders
which has been  incorporated by reference in this Form 10-K) present fairly,  in
all material  respects,  the results of  operations  and cash flows of Community
Banks,  Inc. and its  subsidiaries  for the year 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 audit.  We conducted  our audit 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
audit provides a reasonable basis for our opinion.




/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Harrisburg, PA
January 24, 2003