UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                            FORM 10-Q

(Mark One)
(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended    June 30, 1995       
                                        OR
( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to                   

Commission file number      0-15536                              
                      Codorus Valley Bancorp, Inc.               
      (Exact name of registrant as specified in its charter)
    Pennsylvania                                      23-2428543 
    (State of incorporation)            (I.R.S. Employer ID No.)

    1 Manchester Street, P.O. Box 67, Glen Rock, PA    17327     
    (Address of principal executive offices)          (Zip Code)
                         (717) 235-6871 or (717) 846-1970        
           (Registrant's telephone number, including area code)

                         Not Applicable                          
(Former name, former address and former fiscal year, if changes
since last report.)

  Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.  Yes X  No  

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:

  Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes    No  

              APPLICABLE ONLY TO CORPORATE ISSUERS
  Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date. 
 995,785   shares of $2.50 (par value) common stock were
outstanding as of  07-25-95  .


                                             
                  CODORUS VALLEY BANCORP, INC.
                            10Q INDEX
                                                                  
                                                                  
                                                             Page
                                                               # 

                                                     
PART I  - FINANCIAL INFORMATION:

        - Consolidated Statements of Financial Condition...    1  
 
        - Consolidated Statements of Income................    2
    
        - Consolidated Statements of Cash Flows............    3

        - Notes to Consolidated Financial Statements.......    4
 
        - Management's Discussion and Analysis of Financial
          Condition and Results of Operations..............    6


PART II - OTHER INFORMATION ...............................   14

Signature Page ............................................   16



                       CODORUS VALLEY BANCORP, INC.
              CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                 Unaudited

                                          June 30,  December 31,  June 30,
                                            1995       1994        1994
                                          ---------  ---------   ---------
Assets                                         (dollars in thousands)
 Cash and due from banks:
  Interest bearing deposits with banks     $    319   $    119    $    174
  Non-interest bearing deposits and cash      5,444      4,873       5,208
 Federal funds sold                           4,400      1,850       3,400
 Securities available for sale               59,850     53,717      54,780
 Loans                                      155,909    150,637     144,618 
 Less-allowance for loan losses              (2,152)    (2,249)     (1,856)
                                           --------   --------    -------- 
   Total net loans                          153,757    148,388     142,762
 Premises and equipment                       3,206      3,301       3,462
 Interest receivable                          1,674      1,639       1,654
 Other assets                                 1,409      2,110       1,890
                                           --------   --------    --------
   Total assets............................$230,059   $215,997    $213,330
                                           ========   ========    ========
Liabilities
 Deposits
  Non-interest bearing demand              $ 14,935   $ 15,177    $ 15,470
  NOW                                        19,141     20,375      20,538
  Insured money fund                         26,299     29,347      33,114
  Savings                                    21,910     22,497      23,751
  Time CD's less than $100,000              110,880     98,822      91,668
  Time CD's $100,000 and above               16,061     10,678      10,560
                                           --------   --------    -------- 
   Total deposits                           209,226    196,896     195,101
 Interest payable                               810        852         868
 Accrued expenses and other liabilities         249        377        (196)
                                           --------   --------    -------- 
   Total liabilities....................... 210,285    198,125     195,773

Stockholders' Equity
 Series preferred stock, par value $2.50
  per share; 1,000,000 shares authorized;
  0 shares issued and outstanding                 0          0           0
 Common stock, par value $2.50 per share;
  10,000,000 shares authorized;  995,785
  shares issued and outstanding for 1995
  and 958,621 for 1994.                       2,489      2,396       2,396
 Capital surplus                              5,194      4,428       4,428
 Retained earnings                           11,645     11,932      10,843
 Net unrealized gains(losses) on securities
  available for sale, net of taxes              446       (884)       (110)
                                           --------   --------    --------
  Total stockholders' equity...............  19,774     17,872      17,557
   Total liabilities and stockholders'
    equity.................................$230,059   $215,997    $213,330
                                           ========   ========    ========
See accompanying notes.

                                     1


                       CODORUS VALLEY BANCORP, INC.
                     CONSOLIDATED STATEMENTS OF INCOME
                                 Unaudited


                                                       Three months ended      Six months ended                               
                                                            June 30,               June 30, 
(dollars in thousands, except per share data)           1995        1994       1995        1994
                                                      ------      ------     ------      ------   
                                                                               
      
Interest Income
 Interest and fees from loans                         $3,605      $3,053     $7,047      $6,013               
 Interest from federal funds sold and interest
  bearing deposits with banks                             82          19        115          48
 Interest and dividends from securities:
  Taxable interest income                                780         740      1,530       1,500
  Tax-exempt interest income                              71          59        147         121
 Dividend income                                          12           8         26          23
                                                      ------      ------     ------      ------
   Total interest income.............................. 4,550       3,879      8,865       7,705

Interest Expense
 NOW                                                     127         133        253         265
 Insured money fund                                      194         236        397         455
 Savings                                                 142         152        286         301
 Time CD's less than $100,000                          1,497       1,047      2,850       2,111
 Time CD's $100,000 and above                            214         108        385         237
                                                      ------      ------     ------      ------
  Total interest expense on deposits                   2,174       1,676      4,171       3,369
  Interest expense on short-term borrowings                0           0          0           1
                                                      ------      ------     ------      ------
  Total interest expense.............................. 2,174       1,676      4,171       3,370
                                                      ------      ------     ------      ------
  Net interest income................................. 2,376       2,203      4,694       4,335
Provision for Loan Losses                                 31       1,039         32       1,094                               
                                                      ------      ------     ------      ------
  Net interest income after provision for loan losses  2,345       1,164      4,662       3,241

Non-interest Income
 Trust income                                             72          90        130         178
 Service charges on deposit accounts                     104          90        198         178
 Other service charges and fees                           62          50        124          99
 Gain (loss) on sales of securities                        0           0        (62)          0
                                                      ------      ------     ------      ------
  Total non-interest income                              238         230        390         455  

Non-interest Expense
 Salaries and benefits                                   877         759      1,716       1,523
 Occupancy of premises                                   107         108        213         234
 Furniture and equipment                                 152         160        308         297
 FDIC deposit insurance                                  111         108        222         217
 Professional and legal                                   56          40         51          69
 Marketing and advertising                                57          77        102         130
 Acquired real estate, net                                 2          38         37          87
 Other                                                   337         308        664         581
                                                      ------      ------     ------      ------
 Total non-interest expense                            1,699       1,598      3,313       3,138

 Income (loss) before income taxes                       884        (204)     1,739         558
Provision for Income Taxes                               279         (67)       530         167
                                                      ------      ------     ------      ------
  Net income (loss)...................................$  605      $ (137)    $1,209      $  391
                                                      ======      ======     ======      ======

  Net income (loss) per common share...................$0.61      ($0.14)     $1.21       $0.39
                                                       =====       =====      =====       =====
See accompanying notes.


                                     2


                       CODORUS VALLEY BANCORP, INC.
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 Unaudited
                                                          Six months ended
                                                              June 30,  
                                                           1995       1994 
                                                          ------   -------
Cash Flows From Operating Activities:                (dollars in thousands)
 Net Income                                               $1,209   $   391
 Adjustments to reconcile net income
  to net cash provided by operations:
   Depreciation                                              186       176 
   Provision for loan losses                                  32     1,094
   Provision for losses on assets acquired in foreclosure     30        63
   Loss on sales of securities                                62         0
   (Increase) decrease in interest receivable                (35)     (101)
   (Increase) decrease in other assets                        44        47 
   Increase (decrease) in interest payable                   (42)     (121)
   Increase (decrease) in other liabilities                 (128)     (400)
   Other, net                                                (10)       61
                                                          ------   -------
    Net cash provided by operating activities............. 1,348     1,210

Cash Flows From Investing Activities:
 Proceeds from sales of securities available for sale      2,345         0 
 Proceeds from maturities and calls of securities           
   available for sale                                      6,288     9,928
 Purchase of securities available for sale               (12,864)   (9,564)
 Net increase in loans made to customers                  (5,997)   (5,765)
 Proceeds from loan sales                                    454       330
 Purchases of premises and equipment                         (91)     (429)
 Proceeds from sale of assets acquired in foreclosure        145       214 
                                                          ------   -------  
   Net cash used in investing activities..................(9,720)   (5,286)

Cash Flows From Financing Activities:
 Net increase (decrease) in demand and savings deposits   (5,111)    3,980 
 Net increase (decrease) in time deposits                 17,441    (1,604)
 Proceeds from issuance of common stock                        0         4
 Dividends paid                                             (361)     (345)
 Cash paid in lieu of fractional shares                       (6)        0
 Payment to repurchase common stock                         (270)        0
                                                          ------   -------
    Net cash (used in) provided by financing activities...11,693     2,035  
                                                          ------   -------

    Net increase (decrease) in cash and cash equivalents.. 3,321    (2,041)
    Cash and cash equivalents at beginning of year........ 6,842    10,823

    Cash and cash equivalents at June 30,................$10,163   $ 8,782
                                                         =======   =======
Supplemental Disclosures:
 Interest payments                                        $4,213    $3,490
 Income tax payments                                        $610      $542

See accompanying notes.
 
                                    3 


                       CODORUS VALLEY BANCORP, INC.

Notes to Consolidated Financial Statements
     
Note 1-General 

   The interim financial statements are unaudited.  However, they reflect
   all adjustments which are, in the opinion of management, necessary to
   present fairly the financial condition and results of operations for the
   reported periods, and are of a normal and recurring nature.
 
   These statements should be read in conjunction with notes to the
   financial statements contained in the 1994 Annual Report to
   Stockholders.    

   No shares of common stock are reserved for issuance in the event of
   conversions or the exercise of warrants, options or other rights.

   The results of operations for the six month period ended June 30,
   1995 are not necessarily indicative of the results to be expected for
   the full year.

Note 2-Summary of Significant Accounting Policies

   Allowance for Loan Losses - Management considers the allowance for loan
   losses (reserve) to be adequate at this time.

   Per Share Computations - All per share computations include the
   retroactive effect of stock dividends.

   Reclassifications - Certain reclassifications have been made to the 1994
   consolidated financial statements to conform with the 1995 presentation.

Note 3-Impaired Loans

   On January 1, 1995, the Corporation adopted Statement of Financial
   Accounting Standards No. 114, "Accounting by Creditors for Impairment of
   a Loan", as amended by Statement No. 118, "Accounting by Creditors for
   Impairment of a Loan--Income Recognition and Disclosure."  Under
   Statement No. 114, a loan is considered impaired when, based on current
   information and events, it is probable that a creditor will be unable to
   collect all amounts due.  The Statement requires that impaired loans be
   measured based on the present value of expected future cash flows,
   discounted at the loan's effective interest rate, or as a practical
   expedient, at the loan's observable market price or the fair value of
   the collateral if the loan is collateral dependent.  If the measure of
   the impaired loan is less than its recorded investment a creditor must
   recognize an impairment by creating, or adjusting, a valuation allowance
   with a corresponding charge to loan loss expense.  The Corporation
   uses the cash basis method to recognize interest income on loans that
   are impaired.  All of the Corporation's impaired loans were on a non-
   accrual status for all reported periods.  Additional information
   regarding impaired loans is provided in the schedule that follows.

                                     4


                       CODORUS VALLEY BANCORP, INC.

Notes to Consolidated Financial Statements, continued


Note 3-Impaired Loans, continued

                                   June 30,  December 31,   June 30,
   (dollars in thousands)           1995        1994         1994
                                   ------      ------       ------
    Impaired loans                 $2,381      $1,766       $1,041
     
    Amount of impaired loans that
      have a related allowance     $2,381      $1,766       $1,041
    Amount of impaired loans with
      no related allowance             $0          $0           $0

    Allowance for impaired loans     $367        $299         $107

                                          For the six month period ended
                                                      June 30,
                                                  1995        1994
                                                 ------      ------
    Average investment in impaired loans         $2,012        $881
    Interest income recognized on 
      impaired loans (all cash-basis method)        $11         $10
  

Note 4-Analysis of Allowance for Loan Losses

   Changes in the allowance for loan losses for the six month period
   ended June 30, were as follows:
                                                  
     (dollars in thousands)                      1995     1994     
                                                ------   ------
    Balance-January 1,                          $2,249   $2,000
    Provision charged to operating expense          32    1,094
    Loans charged off                             (208)  (1,238)
    Recoveries                                      79        0 
                                                ------   ------   
    Balance-June 30,                            $2,152   $1,856   
                                                ======   ======   
                                     5


                       CODORUS VALLEY BANCORP, INC.


Management's Discussion of Consolidated Financial Condition and 
Results of Operations

The consolidated earnings of Codorus Valley Bancorp, Inc. (the Corporation),
were derived from the operations of its wholly-owned subsidiary, Peoples Bank
of Glen Rock (the Bank). The objective of this discussion is to enhance the
reader's understanding of the financial statements, notes to financial
statements, and tables appearing elsewhere in this report. 


Three months ended June 30, 1995
compared to three months ended June 30, 1994

RESULTS OF OPERATIONS

Net income for the current three month period was $605,000, compared to a
$137,000 net loss for the same period in 1994. The unusual net loss in the
prior period was the result of loan losses directly attributable to a former
Bank officer. For comparative purposes, net income for the second quarter of
1994 would have approximated $501,000 absent the unusual loan loss. Barring
the sharp reduction in the provision expense for loan losses in the current
period, higher net interest income was the main source of improved Corporate
profits.
   
An explanation of the factors and trends that caused changes between the two
periods, by major earnings category, follows. 

Total interest income for the current three month period was $4,550,000, up
$671,000 or 17.3% above the $3,879,000 earned in the same period of 1994.
The $671,000 increase in interest income was due primarily to improved yields
on a larger volume of loans. Total loans outstanding averaged $153.7 million
during the current quarter, representing a $8.9 million or 6% increase above
the second quarter in 1994. Growth in the consumer loan portfolio, comprised
of mortgage loans and installment loans, outpaced growth in the commercial
loan portfolio. 

Total interest expense for the current three month period was $2,174,000, up
$498,000 or 29.7% above the $1,676,000 incurred for the same period in 1994.
The $498,000 increase in interest expense was caused by higher rates paid on
a larger volume of certificates of deposit ("CD's"). Total interest bearing
deposits averaged $189.7 million during the current quarter, representing a
$10.6 million or 5.9% increase above the second quarter of 1994.  

Net interest income was $2,376,000 for the current quarter, up $173,000 or
7.9% above the second quarter in 1994, as interest income from loans outpaced
funding costs.   

                                   6


                       CODORUS VALLEY BANCORP, INC.


The provision expense for loan losses was $31,000 for the current quarter
and was incurred primarily to support loan growth. Comparatively, the
provision expense for the second quarter of 1994 was $1,039,000 which
reflected the unusual loan loss previously described.

Total non-interest income for the current three month period was $238,000, up
$8,000 or 3.5% above the $230,000 earned for the same period in 1994 due to
normal business growth. 

Total non-interest expense for the current quarter was $1,699,000, up
$101,000 or 6.3% above the $1,598,000 incurred for the same period in 1994.
The increase in total non-interest expense was primarily the result of
greater salaries and benefits expenses incurred to support normal business
growth, branch office expansion, and added control functions. 

The provision for income taxes in the current quarter increased $346,000
above the same quarter in 1994 due to the level of pretax earnings. 


Six months ended June 30, 1995
compared to six months ended June 30, 1994

RESULTS OF OPERATIONS

Net income for the current six month period was $1,209,000. Comparatively,
the Corporation earned $391,000 for the first six months of 1994, which
included an unusual $137,000 net loss for the second quarter from loan losses
directly attributable to a former Bank officer. For comparative purposes, net
income for the first six months of 1994 would have approximated $1,105,000
absent the unusual loan loss. Earnings per share, adjusted for both periods
to give retroactive effect to the 5% stock dividend declared on April 11,
1995, was $1.21 on June 30, 1995, compared to $.39 on June 30, 1994. For the
six month period (annualized) of 1995, return on average assets (ROA) and
return on average equity (ROE) were 1.1% and 13%, respectively, compared to
0.7% and 8.1%, respectively, for 1994. 
  
At June 30, 1995, total assets were $230 million, reflecting a $17 million or
8% increase above June 30, 1994. Book value per share, adjusted for stock
dividends, was $19.86 on June 30, 1995, compared to $17.46 on June 30, 1994.
The Corporation's capital remained sound as evidenced by a Tier I Risk-Based
Capital Ratio of 12.9% at June 30, 1995.

An explanation of the factors and trends that caused changes between the two
periods, by major earnings category, follows.
 
Since early January 1995, market interest rates experienced a downward trend
from their sharp ascent in 1994. The decline in market interest rates was in
response to weaknesses in the national economy and low inflation.

                                   7


                       CODORUS VALLEY BANCORP, INC.
   

Total interest income for the current six month period was $8,865,000, up
$1,160,000 or 15.1% above the $7,705,000 earned in the same period of last
year. The $1,160,000 increase in interest income was due primarily to
improved yields on a larger volume of loans. Total loans outstanding averaged
$152.8 million during the current six month period at an average taxable
equivalent yield of 8.38%. Comparatively, total loans outstanding averaged
$143.5 million at an average taxable equivalent yield of 7.6% for the same
period in 1994. Growth in the consumer loan portfolio, comprised of mortgage
loans and installment loans, outpaced growth in the commercial loan
portfolio. Loan demand is expected to be weak in the upcoming quarter due
primarily to the summer vacation season.      

Total interest expense for the current six month period was $4,171,000, up
$801,000 or 23.8% above the $3,370,000 incurred for the same period in 1994.
The $801,000 increase in interest expense was due to higher rates on a larger
volume of deposits. During the current period, rates paid on interest bearing
demand and savings deposits were comparable to 1994; however, rates paid on
time deposits were higher due to market forces. Total interest bearing
deposits averaged $187.1 million during the current six month period at an
average rate of 4.5%. Comparatively, total interest bearing deposits averaged
$178.3 million at an average rate of 3.8% for the same period in 1994.
Deposit growth is expected to slow in the period ahead presuming that CD
rates decline in response to market interest rates, which are projected to be
relatively stable or moderately decline.   

Net interest income was $4,694,000 for the current period, up $359,000 or
8.3% above the same period in 1994, as income from loans outpaced funding
costs. The net yield on earning assets was 4.59% for the first six months of
1995 compared to 4.43% for the same period in 1994. 
 
The provision expense for loan losses was $32,000 for the current six month
period to support the growth in total loans. Comparatively, the provision
expense for the same period in 1994 was $1,094,000 which reflected the
unusual loan loss recognized in the second quarter of that year. 
   
Total non-interest income for the current six month period was $390,000, down
$65,000 or 14.3% below the $455,000 earned for the same period in 1994. The
$65,000 decrease in the current period was caused by two factors. First,
trust income was below the prior year due to a reduction in the estate fee
component which is earned periodically. Second, the current period contained
a $62,000 loss from the sale of investment securities. Approximately $2.4
million in low yielding securities were exchanged for higher yielding
securities to improve overall portfolio yield. The income produced from the
higher yielding securities will more than offset the loss in 1995. To achieve
comparability in non-interest income from normal operations, it is necessary
to exclude the relatively infrequent $62,000 loss on the sale of securities
from current period income.  On an adjusted basis, total non-interest income
for the current six month period was comparable to the same period in 1994.
In the period ahead non-interest income, excluding the infrequent securities

                                   8 


                       CODORUS VALLEY BANCORP, INC.

loss, is expected to increase based on normal business growth.

Total non-interest expense for the current six month period was $3,313,000,
up $175,000 or 5.6% above the $3,138,000 incurred for the same period in
1994. The increase in total non-interest expense was primarily the result of
greater salaries and benefits expenses incurred to support normal business
growth, branch office expansion, and added control functions. In the period
ahead, total non-interest expense is expected to increase due to planned
business growth.

The provision for income taxes in the current period increased $363,000 
above the same period in 1994 due primarily to greater pretax earnings.  


CREDIT RISK AND LOAN QUALITY

Table 1, Nonperforming Assets and Past Due Loans, depicts an upward trend in
the volume of nonperforming assets, and related ratios. An explanation for
this trend is provided below. 

Total impaired loans, the major component of total nonperforming assets,
increased $1,340,000 or 129% since June 30, 1994 to a current level of
$2,381,000. Approximately $575,000 of the total increase was attributable to
a single commercial loan account that was classified to nonaccrual status 
(e.g., impaired) in December 1994. On July 12, 1995, subsequent to the
effective date of this report, the real estate asset supporting the loan was
sold. Sale proceeds of $550,000 were applied against the outstanding
principal balance and the remaining $25,000 was charged off as a loss. The
Bank financed the purchase to an unrelated party at market terms. Of the
fourteen remaining impaired loans (aggregated by customer) at June 30, 1995,
indebtedness ranges from $20,000 to $326,000. Most of these loans are for
commercial purposes within different industries and are generally
collateralized by real estate assets. Efforts to modify contractual terms for
individual accounts or liquidate collateral assets are proceeding as quickly
as potential buyers can be located and legal constraints permit.

The other component of nonperforming assets, assets acquired in foreclosure
(net of a related reserve) declined since June 30, 1994 to a level of
$695,000. Assets acquired (also known as OREO) consist primarily of improved
real estate from six commercial loan customers in unrelated businesses. 
Generally Accepted Accounting Principles require that assets taken in
satisfaction of debt be accounted for on an individual asset basis, at the
lower of (a) fair value minus estimated costs to sell or (b) cost. 
Accordingly, the Corporation recorded a $30,000 loss provision for the first
six months of 1995, compared to $62,500 for the same period in 1994, to
reflect a decline in the estimated fair value of assets acquired.  Efforts to
liquidate assets acquired are proceeding as quickly as potential buyers can
be located and legal constraints permit. 

At June 30, 1995, loans past due 90 days or more and still accruing interest

                                   9


                       CODORUS VALLEY BANCORP, INC.

totalled $1,239,000, reflecting an increase when compared to the two previous
periods. Approximately $600,000 of the total amount of past due loans at June
30, 1995 was attributable to one commercial loan account. Generally, loans in
this category are well collaterized and in the process of collection.

Subsequent to June 30, 1995, the Bank reclassified two unrelated loan
accounts, which totalled $1,394,000, to nonaccrual status. This decision was
made as a result of failed workout attempts and an increasing degree of
uncooperation from the borrowers. Overall, the underlying collateral
supporting these loans appears adequate. Currently, the Bank is proceeding
with all legal means necessary to collect these debts.  
      
Table 2, Analysis of Allowance for Loan Losses, depicts a $2,152,000
allowance (reserve) at June 30, 1995, which is 1.38% of total loans. The
current allowance was increased above the prior period to support a larger
volume of loans. Based on a recent evaluation of potential loan losses,
management believes that the allowance is adequate to support any reasonably
foreseeable level of losses that may arise. Ultimately, however, the adequacy
of the allowance is largely dependent upon future economic factors beyond the
Corporation's control.  With this in mind, additions to the allowance for
loan losses may be required in future periods. 

                                     
LIQUIDITY

The loan-to-deposit ratio was 74.5% at June 30, 1995, compared to 74.1% at
June 30, 1994. The ratio for both periods was within the 70-80% range that
the Corporation uses for liquidity policy purposes.    


STOCKHOLDERS' EQUITY (CAPITAL)

Total stockholders' equity, or capital, was $19,774,000 at June 30, 1995,
compared to $17,557,000 at June 30, 1994. Growth in equity during the current
period was due to earnings retention from profitable operations and an
increase in unrealized gains, net of taxes, on securities available for sale. 

On July 11, 1995, the Board of Directors declared a regular quarterly cash
dividend of $.15 per share, payable on or before August 8, 1995, to
stockholders of record July 25, 1995.

Book value per share, adjusted for stock dividends, was $19.86 on June 30,
1995, compared to $17.46 on June 30, 1994.

At June 30, 1995, the Corporation's tier I risk-based capital ratio was 12.9%
and its total risk-based capital ratio was 14.1%. Both capital ratios
exceeded the minimum federal regulatory requirements of 4% and 8%,
respectively.

                                   10


                       CODORUS VALLEY BANCORP, INC.

On June 28, 1995, the Corporation filed a Form S-3 with the SEC in connection
with the registration of 50,000 shares of the Corporation's common stock for
use in the Corporation's Dividend Reinvestment and Stock Purchase Plan.
Shares may be purchased by stockholders only pursuant to the prospectus
contained in the Registration Statement.  

As previously disclosed in the Form 10-K for the period ended December 31,
1994 and the Form 10-Q for period ended March 31, 1995, the Corporation and
the Bank have several capital projects under consideration. A recap of these
projects is as follows: feasibility study for a new corporate headquarters
building; bankwide computer system replacement; and the addition of a full
service banking office. Long term investments in facilities, equipment and
furniture, and systems could reduce Corporate net income and capital growth
in the short term; however, these capital expenditures are deemed necessary
to grow market share and net income over the long term. We believe that these
investments are an important part of the overall strategy to achieve the goal
of enhancing long term shareholder value.      

                                   11


                       CODORUS VALLEY BANCORP, INC.

Table 1 - Nonperforming Assets and Past Due Loans

                                     June 30,    December 31,   June 30,
(dollars in thousands)                 1995          1994         1994
                                      ------        ------       ------
Impaired loans                        $2,381        $1,766       $1,041
Assets acquired in foreclosure,
  net of reserve                         695           670          955
                                      ------        ------       ------
  Total nonperforming assets          $3,076        $2,436       $1,996
                                      ======        ======       ====== 
Loans past due 90 days or more
 and still accruing interest          $1,239          $522         $972

Ratios:

Impaired loans as a % of
 total period-end loans                1.53%          1.17%         0.72%

Nonperforming assets as a % of
 total period-end loans and net
 assets acquired in foreclosure        1.96%          1.61%         1.37%
 
Nonperforming assets as a % of
 total period-end stockholders'
 equity                               15.56%         13.63%        11.37%

Allowance for loan losses as a
 multiple of impaired loans             .9x            1.3x          1.8x

Interest not recognized on impaired
loans at period-end:(1)

Contractual interest due               $199           $125           $81
Interest revenue recognized              11             23            10   
                                       ----           ----           ---
Interest not recognized in operations  $188           $102           $71 
                                       ====           ====           ===
(1) This table includes interest not recognized on loans which were 
    classified as impaired at period-end.  While every effort is being
    made to collect this interest revenue, it is probable a portion will
    never be recovered.

                                    12


                       CODORUS VALLEY BANCORP, INC.

Table 2-Analysis of Allowance for Loan Losses

                                                  
 (dollars in thousands)                          1995     1994     
                                                ------   ------
 Balance-January 1,                             $2,249   $2,000

 Provision charged to operating expense             32    1,094

 Loans charged off:
   Commercial                                      177    1,230   
   Real estate-mortgage                              0        0   
   Consumer                                         31        8    
                                                ------   ------   
     Total loans charged off                       208    1,238   

 Recoveries:
   Commercial                                       68        0   
   Real estate-mortgage                              0        0   
   Consumer                                         11        0   
                                                ------   ------   
     Total recoveries                               79        0   
                                                ------   ------   
     Net charge-offs                               129    1,238   

 Balance-June 30,                               $2,152   $1,856  
                                                ======   ======   
 Ratios:

 Net charge-offs (annualized) to average
   total loans                                    .17%     0.96%(1)
 Allowance for loan losses to total loans
   at period-end                                 1.38%     1.28%
   
(1) Net charge-offs for the period ended June 30, 1994 were adjusted for the 
    unusually large charge-off recorded in June 1994.

                                    13


                       CODORUS VALLEY BANCORP, INC.


 PART II - Other Information:

Item 1. Legal Proceedings

Except as previously reported, in the opinion of the management of the
Corporation and the Bank, there are no proceedings pending to which the
Corporation and the Bank is a party or to which their property is subject,
which, if determined adversely to the Corporation and the Bank, would be
material in relation to the Corporation's and the Bank's undivided profits or
financial condition.  There are no proceedings pending other than ordinary
routine litigation incident to the business of the Corporation and the Bank.
In addition, no material proceedings are pending or are known to be
threatened or contemplated against the Corporation and the Bank by government
authorities.

Item 2. Changes in Securities  -  Nothing to report.

Item 3. Defaults Upon Senior Securities - Nothing to report.

Item 4. Submission of Matters to a Vote of Security Holders -
          
        (a) An annual meeting of shareholders was held on April 25, 1995.   
        (b), (c) Two matters were voted upon as follows:

          (1) The shareholders ratified the selection of Ernst & Young LLP,
Auditors, of Harrisburg, Pennsylvania, as the auditors for the Corporation
for the year ending December 31, 1995.  Votes were cast as follows:
789,534 for,  2,918 against,  and 8,598 abstentions or broker nonvotes.

          (2) Three directors were re-elected, as follows:
                                      Votes    Votes
                        Term          cast     Against or
Re-elected             Expires        For      Withheld*
Barry A. Keller         1998        794,592     6,458
M. Carol Druck          1998        792,552     8,498
Donald H. Warner        1998        794,246     6,804

*includes broker nonvotes.

Directors whose term continued after the meeting:
                                 Term Expires
Larry J. Miller                     1996
D. Reed Anderson, Esq.              1996
MacGregor S. Jones                  1996
Dallas L. Smith                     1997
George A. Trout, DDS                1997
Rodney L. Krebs                     1997


                                    14


                       CODORUS VALLEY BANCORP, INC.


PART II - Other Information, continued:



Item 5. Other Information - Nothing to report.


Item 6. Exhibits and Reports on Form 8-K

         (a) Exhibits - None.
  
         (b) Reports on Form 8-K - none.


                                    15


                       CODORUS VALLEY BANCORP, INC.

                              Signatures                 

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                  Codorus Valley Bancorp, Inc.
                                        (Registrant)


                                   /s/ Larry J. Miller
                                 By_____________________________
                                   (principal executive officer)
                                     Larry J. Miller,
                                     President & CEO
                                    
                                 Date:  August 4, 1995


                                   /s/ Jann A. Weaver
                                 By_____________________________
                                   (principal financial and
                                    accounting officer)
                                     Jann A. Weaver,
                                     Assistant Treasurer & 
                                     Assistant Secretary
                                    
                                 Date:  August 4, 1995

                                    16