EXHIBIT 99

                REPORT OF INDEPENDENT AUDITORS, ERNST & YOUNG LLP

The Stockholders and Board of Directors
Codorus Valley Bancorp, Inc.

We have audited the accompanying consolidated statements of income,
stockholders' equity, and cash flows of Codorus Valley Bancorp, Inc. for the
year ended December 31, 2000. These financial statements are the responsibility
of the Corporation' s management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards 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. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated results of its operations and
its cash flows for the year ended December 31, 2000, in conformity with
accounting principles generally accepted in the United States.

                                                          /s/ Ernst & Young LLP
                                                          ---------------------

Harrisburg, Pennsylvania
February 5, 2001

                                       70