UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2003

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 or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

105 Leader Heights Road, P.O. Box 2887, York, Pennsylvania 17405
----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (717) 747-1519

Securities registered pursuant to Section 12 (b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $2.50
par value

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. [X]Yes [ ]No

Indicate by check mark if the disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in the definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

Indicate by checkmark whether the registrant is an accelerated filer (as defined
in Rule 12b-2 of the Act). [ ]Yes [X]No

The aggregate market value of Codorus Valley Bancorp, Inc.'s voting stock held
by non-affiliates was approximately $38,525,000 as of June 30, 2003.

As of March 8, 2004, Codorus Valley Bancorp, Inc. had 2,839,288 shares of common
stock outstanding, par value $2.50 per share.

DOCUMENTS INCORPORATED BY REFERENCE

2003 Annual Report to Shareholders Parts I, II and IV
Proxy Statement for the Annual Meeting of Shareholders to be
held May 18, 2004 Parts III and IV

CODORUS VALLEY BANCORP, INC.
FORM 10-K INDEX

PAGE

PART I

Item
1. Business .................................................................................................... 3
2. Properties................................................................................................... 7
3. Legal proceedings............................................................................................ 8
4. Submission of matters to a vote of security holders.......................................................... 8

PART II

Item
5. Market for Codorus Valley Bancorp, Inc.'s common equity, related shareholder matters and
issuer purchases of equity securities................................................................... 9
6. Selected financial data...................................................................................... 9
7. Management's discussion and analysis of financial condition and results of operations........................ 9
7A. Quantitative and qualitative disclosures about market risk.................................................. 9
8. Financial statements and supplementary data.................................................................. 11
9. Changes in and disagreements with accountants on accounting and financial disclosure......................... 11
9A. Controls and procedures..................................................................................... 11

PART III

Item
10. Directors and executive officers of Codorus Valley Bancorp, Inc.............................................. 11
11. Executive compensation....................................................................................... 12
12. Security ownership of certain beneficial owners and management and related shareholder matters............... 12
13. Certain relationships and related transactions............................................................... 12
14. Principal accountant fees and services....................................................................... 12

PART IV

Item
15. Exhibits, financial statement schedules, and reports on Form 8-K............................................. 12

Signatures ....................................................................................................... 15

PART I

FORWARD-LOOKING STATEMENTS:

Management of Codorus Valley Bancorp, Inc. (Codorus Valley) has made
forward-looking statements in the Annual Report on Form 10-K. These
forward-looking statements may be subject to risks and uncertainties.
Forward-looking statements include the information concerning possible or
assumed future results of operations of Codorus Valley Bancorp, Inc. and its
subsidiaries, PeoplesBank, A Codorus Valley Company (PeoplesBank) and SYC Realty
Company, Inc. (SYC Realty). When words such as "believes," "expects,"
"anticipates" or similar expressions occur in this report, management is making
forward-looking statements.

Shareholders should note that many factors, some of which are discussed
elsewhere in the report and in the documents that management incorporates by
reference, could affect the future financial results of Codorus Valley and
subsidiaries, both individually and collectively, and could cause those results
to differ materially from those expressed in the forward-looking statements
contained or incorporated by reference in this Annual Report on Form 10-K. These
factors include the following:

- operating, legal and regulatory risks;

- economic, political and competitive forces affecting banking,
securities, asset management and credit services businesses; and

- the risk that management's analysis of these risks and forces could be
incorrect and/or that the strategies developed to address them could be
unsuccessful.

CRITICAL ACCOUNTING ESTIMATES:

Disclosure of Codorus Valley's significant accounting policies is included in
Note 1 to the consolidated financial statements on pages 14 through 18 of the
Annual Report to Shareholders (Exhibit 13). Some of these policies are
particularly sensitive requiring that significant judgements, estimates and
assumptions be made by management. Additional information is contained in
Management's Discussion and Analysis for the most sensitive of these issues,
including the provision and allowance for loan losses, located on pages 38 and
44 of Exhibit 13. The pro forma impact on net income and earnings per share from
stock-based compensation can be found in Note 1 under the subheading Stock-Based
Compensation, located on pages 16 and 17 of Exhibit 13.

Management discussed the development and selection of critical accounting
estimates and related Management Discussion and Analysis disclosure with the
Audit Committee. No material changes were made to critical accounting estimates
during the periods presented within.

ITEM 1: BUSINESS

Codorus Valley Bancorp, Inc. is a Pennsylvania business corporation,
incorporated on October 7, 1986. On March 2, 1987, Codorus Valley became a bank
holding company, under the Bank Holding Company Act of 1956. PeoplesBank is its
wholly owned bank subsidiary. SYC Realty Co., Inc. is its wholly owned nonbank
subsidiary. Codorus Valley's business consists primarily of managing
PeoplesBank, and its principal source of income is dividends received from
PeoplesBank. On December 31, 2003, Codorus Valley had total consolidated assets
of $373 million, total deposits and other liabilities of $339 million, and total
shareholders' equity of $34 million.

BANK SUBSIDIARY

PeoplesBank, organized in 1934, is a Pennsylvania chartered bank. It is not a
member of the Federal Reserve System. PeoplesBank offers a full range of
business and consumer banking services through eleven financial centers located
throughout York County, Pennsylvania. It also offers investment, insurance,
trust and real estate services. The Federal Deposit Insurance Corporation
insures the deposits of PeoplesBank to the maximum extent provided by law. On
December 31, 2003, PeoplesBank had total loans of $262 million and total
deposits of $305 million.

PeoplesBank is not dependent on deposits or exposed to a loan concentration to a
single customer, or a small group of customers. Therefore, losses from a single
customer, or small customer group, would not have a material adverse effect on
the financial condition of PeoplesBank. At year-end 2003, the largest
indebtedness of a single PeoplesBank client was $3,985,000 or 1.5 percent of the
total loan portfolio.

At year-end 2003, the loan portfolio included two industry concentrations that
exceeded 10 percent of total loans. The commercial real estate leasing industry
accounted for 11.8 percent of total loans and the agricultural industry
accounted for 10.3 percent of total loans. Commercial leasing pertains to
borrowers who lease real estate for business purposes. Comparatively, at
year-end 2002, the commercial real estate leasing industry accounted for 15.7
percent of total loans and the agricultural industry accounted for 8.5 percent
of total loans.

In 1999, PeoplesBank created SYC Insurance Services, Inc. (SYC Insurance) as a
wholly owned subsidiary, to sell nondeposit investment products. SYC Insurance
began operations in January 2000. Products sold by SYC Insurance are not FDIC
insured, not obligations of or guaranteed by PeoplesBank and are subject to
investment risk including the possible loss of principal.

In 1998, PeoplesBank created SYC Settlement Services, Inc. (SYC Settlement), as
a wholly owned subsidiary, to provide real estate settlement services. SYC
Settlement began operations in January 1999. Historically, SYC Insurance and SYC
Settlement have not had a material impact on consolidated operating results.

NONBANK SUBSIDIARY

On June 20, 1991, SYC Realty was incorporated as a wholly owned subsidiary of
Codorus Valley. Codorus Valley created this nonbank subsidiary primarily for the
purpose of disposing of selected properties obtained from PeoplesBank in
satisfaction of debts previously contracted. SYC Realty commenced business
operations in October 1995. To date, the financial impact of this subsidiary's
operations on Codorus Valley and PeoplesBank has not been material.

COMPETITION

The banking industry in PeoplesBank's service area, principally York County,
Pennsylvania, and northern Maryland is extremely competitive. PeoplesBank
competes with commercial banks and other financial service providers such as
thrifts, credit unions, consumer finance companies, investment firms and
mortgage companies. Some financial service providers operating in PeoplesBank's
service area operate on a national and regional scale and possess resources
greater than those of PeoplesBank.

SUPERVISION AND REGULATION

Codorus Valley is registered as a bank holding company and is subject to the
regulations of the Board of Governors of the Federal Reserve System (the Federal
Reserve) under the Bank Holding Company Act of 1956, as amended. The Bank
Holding Company Act requires bank holding companies to file periodic

reports with and is subject to examination by the Federal Reserve. The Federal
Reserve issued regulations under the Bank Holding Company Act that require a
bank holding company to serve as a source of financial and managerial strength
to its subsidiary banks. As a result, the Federal Reserve may require Codorus
Valley to use its resources to provide adequate capital funds to PeoplesBank
during periods of financial stress or adversity.

The Bank Holding Company Act prohibits Codorus Valley from acquiring direct or
indirect control of more than 5 percent of the outstanding voting stock of any
bank, or substantially all of the assets of any bank, or merging with another
bank holding company, without the prior approval of the Federal Reserve. The
Pennsylvania Department of Banking must also approve any similar transaction.
Pennsylvania law permits Pennsylvania bank holding companies to control an
unlimited number of banks.

The Bank Holding Company Act restricts Codorus Valley to engaging in activities
that the Federal Reserve has found to be closely related to banking, and which
are expected to produce benefits for the public that will outweigh any
potentially adverse effects. To this end, the Bank Holding Company Act prohibits
Codorus Valley from engaging in most nonbanking businesses, or acquiring
ownership or control of more than 5 percent of the outstanding voting stock of
any company engaged in a nonbanking business, unless the Federal Reserve has
determined that the nonbanking business is closely related to banking. Under the
Bank Holding Company Act, the Federal Reserve may require a bank holding company
to end a nonbanking business if it constitutes a serious risk to the financial
soundness and stability of any bank subsidiary of the bank holding company.

The operations of PeoplesBank are subject to federal and state statutes
applicable to banks chartered under the banking laws of the Commonwealth of
Pennsylvania and whose deposits the Federal Deposit Insurance Corporation (FDIC)
insures.

The FDIC is the primary federal regulator of PeoplesBank. It regularly examines
banks in such areas as loss allowances, loans, investments, management practices
and other aspects of operations. These examinations are designed for the
protection of PeoplesBank's depositors rather than Codorus Valley's
shareholders. PeoplesBank must furnish annual and quarterly reports to the FDIC.

Federal and state banking laws and regulations govern such things as: the scope
of a bank's business, the investments a bank may make, the reserves against
deposits a bank must maintain, the types and terms of loans a bank may make and
the collateral it may take, the activities of a bank with respect to mergers and
consolidations, the establishment of branches, and the sale of nondeposit
investment products by the bank and its insurance subsidiary. The Pennsylvania
Insurance Department, the Securities and Exchange Commission (SEC) and the NASD
control and supervise the licensing and activities of employees engaged in the
sale of nondeposit investment products.

Pennsylvania business and banking laws restrict dividend payments if certain
conditions are met, and Codorus Valley and PeoplesBank are subject to regulatory
capital requirements. More information about dividend restrictions and capital
requirements can be found in Note 11 -- Regulatory Matters, to the financial
statements of the 2003 Annual Report to Shareholders.

The Federal Reserve Act imposes restrictions on a subsidiary bank of a bank
holding company, such as PeoplesBank. The restrictions affect extensions of
credit to the bank holding company and its subsidiaries, investments in the
stock or other securities of the bank holding company and its subsidiaries, and
taking such stock or securities as collateral for loans. The Federal Reserve Act
and the Federal Reserve regulations also place limitations and reporting
requirements on extensions of credit by a bank to the principal shareholders of
its parent holding company, among others, and to related interests of such
principal shareholders. In addition, such legislation and regulation may affect
the terms upon

which any person becoming a principal shareholder of a holding company may
obtain credit from banks with which the subsidiary bank maintains a
correspondent relationship.

PeoplesBank and the banking industry in general, are affected by the monetary
and fiscal policies of government agencies, including the Federal Reserve.
Through open market securities transactions and changes in its federal funds and
discount rates and reserve requirements, the Federal Reserve exerts considerable
influence over the cost and availability of funds for lending and investment.

A brief discussion of recent federal agency pronouncements that affect Codorus
Valley and/or PeoplesBank follows.

SARBANES-OXLEY ACT OF 2002 On July 30, 2002, President Bush signed into law the
Sarbanes-Oxley Act of 2002, or SOA. The stated goals of the SOA are to increase
corporate responsibility, to provide for enhanced penalties for accounting and
auditing improprieties at publicly traded companies and to protect investors by
improving the accuracy and reliability of corporate disclosures pursuant to the
securities laws.

The SOA is the most far-reaching U.S. securities legislation enacted in some
time. The SOA generally applies to all companies, both U.S. and non-U.S., that
file or are required to file periodic reports with the SEC under the Securities
Exchange Act of 1934. Given the extensive SEC role in implementing rules
relating to many of the SOA's new requirements, the final scope of these
requirements remains to be determined.

The SOA includes very specific additional disclosure requirements and new
corporate governance rules, requires the SEC and securities exchanges to adopt
extensive additional disclosure, corporate governance and other related rules
and mandates further studies of certain issues by the SEC. The SOA represents
significant regulation of the accounting profession, and has greatly impacted
state corporate law, such as the relationship between a board of directors and
management and between a board of directors and its committees.

The SOA addresses, among other matters:
- audit committees for all reporting companies;

- certification of financial statements by the chief executive officer
and the chief financial officer;

- the forfeiture of bonuses or other incentive-based compensation and
profits from the sale of an issuer's securities by directors and senior
officers in the twelve month period following initial publication of
any financial statements that later require restatement;

- a prohibition on insider trading during pension plan black out periods;

- disclosure of off-balance sheet transactions;

- expedited filing requirements for Form 4's;

- disclosure of a code of ethics and filing of a Form 8-K for a change or
waiver of such code;

- "real time" filing of periodic reports;

- the formation of a public accounting oversight board;

- auditor independence; and

- various increased criminal penalties for violations of securities laws.

The SEC has been delegated the task of enacting rules to implement various
provisions with respect to, among other matters, disclosure in periodic filings
pursuant to the Exchange Act.

USA PATRIOT ACT OF 2001 In October of 2001, the USA Patriot Act of 2001 was
enacted in response to the terrorist attacks in New York, Pennsylvania and
Washington D.C. which occurred on September 11, 2001. The Patriot Act is
intended to strengthen U.S. law enforcement's and the intelligence

communities' abilities to work cohesively to combat terrorism on a variety of
fronts. The potential impact of the Patriot Act on financial institutions of all
kinds is significant and wide ranging. The Patriot Act contains sweeping
anti-money laundering and financial transparency laws and imposes various
regulations, including standards for verifying client identification at account
opening, and rules to promote cooperation among financial institutions,
regulators and law enforcement entities in identifying parties that may be
involved in terrorism or money laundering.

Periodically, various types of federal and state legislation are proposed that
could result in additional regulation of, and restrictions on, the business of
Codorus Valley and PeoplesBank. It cannot be predicted whether such legislation
will be adopted or, if adopted, how such legislation would affect the business
of Codorus Valley and its subsidiaries. As a consequence of the extensive
regulation of commercial banking activities in the United States of America,
Codorus Valley and PeoplesBank's business is particularly susceptible to being
affected by federal legislation and regulations that may increase the cost of
doing business. Except as specifically described above, management believes that
the effect of the provisions of the aforementioned legislation on the liquidity,
capital resources, and results of operations of Codorus Valley will not be
material. Management is not aware of any other current specific recommendations
by regulatory authorities or proposed legislation, which, if they were
implemented, would have a material adverse effect upon the liquidity, capital
resources or results of operations. Although the general cost of compliance with
numerous and multiple federal and state laws and regulations does have, and in
the future my have, a negative impact on Codorus Valley's results of operations.

OTHER INFORMATION

On December 31, 2003, PeoplesBank had 122 full-time employees, 31 part-time
employees and 5 seasonal employees. Employees are not covered by a collective
bargaining agreement and management considers its relations with employees to be
good.

The required Statistical Information for Item 1 can be found in Item 7,
Management's Discussion and Analysis of Financial Condition and Results of
Operations of this report.

ITEM 2: PROPERTIES

Codorus Valley owns the following property in fee, subject to two liens. A local
financial institution holds a first lien for approximately $1.8 million and
Codorus Valley's wholly owned subsidiary PeoplesBank holds a second lien for
approximately $2 million.

Codorus Valley Corporate Center -- The Corporate Center is located at
105 Leader Heights Road, York Township, York, PA. This facility serves
as the corporate headquarters and is approximately 40,000 square feet.
Approximately sixty-seven percent of the leasable space is leased to
PeoplesBank; the remaining thirty-three percent, most of which is
currently leased, is available for lease to nonaffiliated parties. The
Corporate Center is adjacent to PeoplesBank's Data Operations Center
and the Leader Heights office.

PeoplesBank owns the following properties in fee and without liens:

Glen Rock Office -- Located at 1 Manchester Street in the borough of
Glen Rock, PA. Two bank-owned parking lots are located nearby on
Hanover Street and at 7 Manchester Street in the borough of Glen Rock.

Jacobus Office -- Located at 1 North Main Street in the borough of
Jacobus, PA.

Jefferson Office -- Located at 6 Baltimore Street in Jefferson Borough,
PA. A bank-owned parking lot is located nearby at 10 Baltimore Street
in Jefferson Borough.

York New Salem Office -- Located at 320 North Main Street in the
borough of York New Salem, PA.

Leader Heights Office -- This facility serves as both a banking office
and data operations center. It is located at 109 Leader Heights Road in
York Township, PA.

Cape Horn Office -- Located at 2587 Cape Horn Road, Red Lion in the
Township of Windsor, PA.

East York Office -- Located at 2701 Eastern Boulevard, York in the
Township of Springettsbury, PA.

PeoplesBank leases the following properties:

Stewartstown Office -- Located at 2 Ballast Lane in the borough of
Stewartstown, PA. This office is a 1,278 square foot unit of a business
complex known as Village Square at Stewartstown. The lease, signed
November 29, 1993, is for a twenty-year term with four five-year term
options.

South Hanover Office -- Located at 1400 Baltimore Street, Hanover in
Penn Township, PA. This office is a 1,850 square foot unit adjacent to
a Rutter's Farm Store and gas station. The lease, effective February 1,
2001, is for a fifteen-year term with three five-year options.

East Market Street Office -- Located at 118 E. Market Street, York
City, PA. This office is a 1,750 square foot unit located in the City
of York. Management has negotiated a short-term lease for this space.

West Philadelphia Street Office -- Located at 221 W. Philadelphia
Street, York City, PA. This office is a 2,814 square foot unit located
in the City of York. The lease, effective December 10, 2002, is for an
eight-year term with two five-year renewal options.

All of the above properties are located in York County, Pennsylvania and, in the
opinion of management, are adequate for the business purposes of Codorus Valley
and its subsidiaries.

ITEM 3: LEGAL PROCEEDINGS

Legal proceedings appear in the 2003 Annual Report to Shareholders, under Note
16 -- Contingent Liabilities on page 28 and under the caption Forfeiture Action
Related to Mortgaged Property on page 44 of Exhibit 13.

Codorus Valley is involved in no other material litigation other than routine
litigation incident to the nature of its business. In addition, management is
not aware of any material proceedings pending, threatened or contemplated
against Codorus Valley and PeoplesBank by government authorities.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5: MARKET FOR CODORUS VALLEY BANCORP, INC.'S COMMON EQUITY, RELATED
SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market and dividend information appearing in the 2003 Annual Report to
Shareholders, under the caption Stock, Dividend and Broker Information, is
incorporated by reference in response to this item and is included on page 49 of
Exhibit 13.

As of March 8, 2004, Codorus Valley had approximately 961 shareholders of
record.

Related shareholder information appearing in the 2003 Annual Report to
Shareholders, under the caption Shareholders' Equity and Capital Adequacy,
included in Management's Discussion and Analysis of Consolidated Financial
Condition and Results of Operations, is incorporated by reference in response to
this item and is included on page 42 of Exhibit 13.

Information appearing in the 2004 Proxy Statement, under the caption "Securities
Authorized for Issuance under Equity Compensation Plans" is incorporated by
reference in response to this item.

ITEM 6: SELECTED FINANCIAL DATA

Information appearing in the 2003 Annual Report to Shareholders, under the
caption Selected Financial Data, is incorporated by reference in response to
this item and is included on page 9 of Exhibit 13.

ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Management's Discussion and Analysis of Consolidated Financial Condition and
Results of Operations in the 2003 Annual Report to Shareholders is incorporated
by reference in response to this item and is included on pages 33 through 48 of
Exhibit 13.

ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information appearing in the 2003 Annual Report to Shareholders, under the
caption Market Risk Management included in Management's Discussion and Analysis
of Consolidated Financial Condition and Results of Operations, is incorporated
by reference in response to this item and is included on pages 46 through 48 of
Exhibit 13.

The Asset-Liability Management Committee of PeoplesBank manages interest rate
risk primarily through sensitivity analysis, which is described on pages 47 and
48 of Exhibit 13. Periodically, it may also use a gap analysis as a secondary
means for managing interest rate risk. The gap analysis begins by assigning
interest rate sensitive assets and interest rate sensitive liabilities into
future time periods, typically one year, based on a scheduled maturity or
repricing date. Repriceable liabilities are then subtracted from repriceable
assets to determine a difference, or gap. The measurement process relies on many
assumptions such as the amount and timing of repriceable cash flows from
interest rate sensitive assets and liabilities. The following assumptions are
made about repriceable cash flows from interest rate sensitive assets:

- - variable rate instruments reprice daily,

- - adjustable rate instruments reprice at the interest maturity date,

- - fixed rate loans reprice at their scheduled maturity date and include
estimated prepayments,

- - fixed rate investment securities, except for mortgage-backed
instruments, reprice at their scheduled maturity date, or call date if
more appropriate, and

- - fixed rate mortgage-backed instruments reprice based on principal
paydown estimates.

Generally, cash flow assumptions for interest sensitive assets apply to interest
sensitive liabilities with the exception of NOW and savings deposits which do
not have scheduled maturities. Technically, NOW and savings deposits can be
repriced at any time. Historically, NOW and savings deposits and rates have been
relatively stable despite changes in market interest rates. This stability
assumption was made in the current measurement process.

A schedule showing balance sheet repricing characteristics and an estimate of
gap at December 31, 2003 is provided below. The gap is one way to measure how a
change in market interest rates might impact net interest income for specific
time frames. For example, the cumulative gap in the "181-365" repricing category
represents a one year net asset position of $65.7 million or 19.5 percent of
interest earning assets on December 31, 2003. The asset sensitive gap position
implies that over the next year net income will increase if market interest
rates rise and decrease if rates decline. The theory is that more assets will
reprice, at higher market interest rates, than the liabilities that fund them.

A gap analysis is limited in its usefulness since it represents a one-day
position, which is continually changing and not necessarily indicative of
Codorus Valley's position at any other time. Gap analysis does not consider the
complexity of interest rate relationships and spreads depending on the
direction, magnitude and timing of changes in market interest rates.
Additionally, it does not consider the impact of financial strategies that
management could employ. Due to its limitations, interest rate risk implications
from a gap analysis may differ significantly from the results of an interest
sensitivity/simulation analysis.

After
At December 31, 2003 0-30 31-90 91-180 181-365 1-2 2-5 5
(dollars in thousands) Days Days Days Days Years Years Years Total
-------- -------- -------- ------- ------- -------- ---------- --------

Interest earning assets:
Interest earning deposits $ 8 $ 0 $ 100 $ 0 $ 0 $ 0 $ 0 $ 108
Securities, available-for-sale 524 1,028 782 4,459 17,290 30,905 7,750 62,738
Securities, held-to-maturity 0 0 0 0 0 0 9,355 9,355
Restricted investment in stock 1,976 0 0 0 0 0 0 1,976
Loans held for sale 2,157 0 0 0 0 0 0 2,157
Loans 102,470 10,919 16,341 28,425 35,111 60,799 6,141 260,206
-------- -------- -------- ------- ------- -------- ---------- --------
Total $107,135 $ 11,947 $ 17,223 $32,884 $52,401 $ 91,704 $ 23,246 $336,540

Interest bearing liabilities:
NOW deposits $ 4,055 $ 0 $ 2,028 $ 0 $ 0 $ 0 $ 34,469 $ 40,552
Money market deposits 7,553 0 3,776 0 0 0 64,200 75,529
Savings deposits 1,563 0 781 0 0 0 13,283 15,627
Time CDs less than $100,000 17,922 8,693 11,446 21,446 25,034 28,473 0 113,014
Time CDs $100,000 and above 7,751 1,459 1,664 5,644 4,789 5,065 0 26,372
Short-term borrowings 6,795 0 0 0 0 0 0 6,795
Long-term borrowings 76 152 228 460 6,956 2,222 14,345 24,439
-------- -------- -------- ------- ------- -------- ---------- --------
Total $ 45,715 $ 10,304 $ 19,923 $27,550 $36,779 $ 35,760 $ 126,297 $302,328

Period gap $ 61,420 $ 1,643 $ (2,700) $ 5,334 $15,622 $ 55,944 $ (103,051) $ 34,212
Cumulative gap $ 61,420 $ 63,063 $ 60,363 $65,697 $81,319 $137,263 $ 34,212
Cumulative gap as a % of
interest earning assets
at December 31, 2003 18.3 18.7 17.9 19.5 24.2 40.8 10.2

ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Codorus Valley's Consolidated Financial Statements and the Notes thereto, in the
2003 Annual Report to Shareholders, are incorporated by reference in response to
this item and are included on pages 10 through 31 of Exhibit 13. Table
13-Summary of Quarterly Financial Data included in Management's Discussion and
Analysis of Consolidated Financial Condition and Results of Operations, in the
2003 Annual Report to Shareholders, is incorporated by reference in response to
supplementary financial data and is included on page 48 of Exhibit 13.

ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

ITEM 9A: CONTROLS AND PROCEDURES

Codorus Valley maintains controls and procedures designed to ensure that
information required to be disclosed in the reports that the company files or
submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the SEC. Based upon their evaluation of those controls and procedures
performed as of December 31, 2003, the chief executive and chief financial
officers of Codorus Valley concluded that Codorus Valley's disclosure controls
and procedures were adequate.

A summary of critical accounting policies can be found in Note 1 to the
consolidated financial statements beginning on page 14 of the Annual Report to
Shareholders (Exhibit 13). Codorus Valley made no significant changes in its
internal controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation of the controls by the chief
executive and chief financial officers.

PART III

ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF CODORUS VALLEY BANCORP, INC.

Information appearing in the Proxy Statement relating to the 2004 Annual Meeting
of Shareholders to be held May 18, 2004 (Proxy Statement), under the captions
"Information about Nominees and Continuing Directors" and "Executive Officers"
is incorporated by reference in response to this item.

The Corporation has adopted a Code of Ethics as defined in Item 406 of
Regulation S-K. This Code of Ethics is filed as Exhibit 14 to this Form 10K and
is incorporated by reference in response to this item.

Information regarding Section 16(a) Beneficial Ownership Reporting Compliance
follows. Section 16(a) of the Securities Exchange Act of 1934, requires that the
Corporation's officers and directors, and persons who own more than 10% of the
registered class of the Corporation's equity securities, file reports of
ownership and changes in ownership with the SEC. Officers, directors and greater
than 10% shareholders are required by SEC regulation to furnish the Corporation
with copies of all Section 16(a) forms they file.

Based solely on its review of the copies of Forms 3, 4 and 5 and amendments
thereto received by it, or written representations from certain reporting
persons that no Form 5 was required for that reporting person, the Corporation
believes that during the period from January 1, 2003 through December 31, 2003,
its officers and directors were in compliance with all filing requirements
applicable to them.

ITEM 11: EXECUTIVE COMPENSATION

Information appearing in the Proxy Statement, under the captions "Executive
Compensation," "Board Compensation Committee Report on Executive Compensation"
and "Shareholder Return Performance Graph" is incorporated by reference in
response to this item.

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SHAREHOLDER MATTERS

Information appearing in the Proxy Statement, under the caption "Share
Ownership" and "Compensation and Plan Information" is incorporated by reference
in response to this item.

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information appearing in the Proxy Statement, under the caption "Transactions
with Directors and Executive Officers," is incorporated by reference in response
to this item.

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information appearing in the Proxy Statement, under the caption "Report of the
Audit Committee," is incorporated by reference in response to this item.

PART IV

ITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) Documents filed as part of this Form 10-K report.

1. Financial Statements

The following consolidated statements of Codorus Valley Bancorp, Inc.
are incorporated by reference in Part II, Item 8 hereof:

Report of Independent Auditors
Consolidated Statements of Financial Condition
Consolidated Statements of Income
Consolidated Statements of Cash Flows
Consolidated Statements of Changes in Shareholders' Equity
Notes to Consolidated Financial Statements

2. Financial Statement Schedules

Required financial statement schedules are omitted. This
information is either not applicable, not required or is shown
in the respective financial statements or in the notes
thereto.

3. Exhibits filed as part of 10-K pursuant to Item 601 of Regulation S-K.

Exhibit
Number Description of Exhibit
3(i) Articles of Incorporation (Incorporated by reference to
Exhibit 3(i) to Current Report on Form 8-K, filed with the
Commission on March 29, 2001.)

3(ii) By-laws (Incorporated by reference to Exhibit 3(ii) to Current
Report on Form 8-K, filed with the Commission on March 29,
2001.)

4 Rights Agreement Dated as of November 4, 1995 (Incorporated by
reference to Current Report on Form 8-K, filed with the
Commission on March 29, 2001.)

10.1 1996 Stock Incentive Plan (Incorporated by reference to
Exhibit 99 of Registration Statement No. 333-09277 on Form
S-8, filed with the Commission on July 31, 1996.)

10.2 Amendment to the Employment Agreement by and among
PeoplesBank, A Codorus Valley Company, Codorus Valley Bancorp,
Inc. and Larry J. Miller dated October 1, 1997, including
Executive Employment Agreement dated January 1, 1993 between
Codorus Valley Bancorp, Inc., Peoples Bank of Glen Rock and
Larry J. Miller. (Incorporated by reference to Exhibit 10.1 to
Registrant's current Report on Form 8-K, dated and filed with
the Commission on March 20, 2003.)

10.3 Change of Control Agreement between PeoplesBank, A Codorus
Valley Company, Codorus Valley Bancorp, Inc. and Jann A.
Weaver, dated October 1, 1997. (Incorporated by reference to
Exhibit 10.2 to the Registrant's Current Report on Form 8-K,
dated and filed with the Commission on March 20, 2003.)

10.4 Change of Control Agreement between PeoplesBank, A Codorus
Valley Company, Codorus Valley Bancorp, Inc. and Harry R.
Swift, dated October 1, 1997. (Incorporated by reference to
Exhibit 10.3 to the Registrant's Current Report on Form 8-K,
filed with the Commission on March 20, 2003.)

10.5 1998 Independent Directors Stock Option Plan (Incorporated by
reference to Exhibit 4.3 of Registrant Statement No. 333-61851
on Form S-8, filed with the Commission on August 19, 1998.)

10.6 2000 Stock Incentive Plan (Incorporated by reference to
Exhibit 4.3 of Registration Statement No. 333-40532 on Form
S-8, filed with the Commission on June 30, 2000.)

10.7 2001 Employee Stock Bonus Plan (Incorporated by reference to
Exhibit 99.1 of Registration Statement No. 333-68410 on Form
S-8, filed with the Commission on August 27, 2001.)

11 Statement re: Computation of Earnings Per Share (Incorporated
by reference to Exhibit 13 hereof, 2003 Annual Report to
Shareholders at Note 1 to the Consolidated Financial
Statements.)

13 Excerpts from the Annual Report to Shareholders for fiscal
year ended December 31, 2003.

14 Code of Ethics

21 List of subsidiaries of Codorus Valley Bancorp, Inc.

23.1 Consent of Beard Miller Company LLP, Independent Auditors

24 Power of Attorney

31a Certification of Principal Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

31b Certification of Principal Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

32 Certification of Principal Executive Officer and Principal
Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K -
On October 20, 2003, Codorus Valley Bancorp, Inc. filed a report on Form 8-K,
Item 12, dated October 16, 2003. The Form 8-K disclosed that Codorus Valley
Bancorp, Inc. released a Press Release announcing the declaration of a quarterly
cash dividend and the results of operations, in summary form, for the period
ended September 30, 2003, compared to the period ended September 30, 2002.

SIGNATURES

Under the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has caused this report to be signed on its behalf by the
authorized undersigned.

Codorus Valley Bancorp, Inc. (Registrant)

/s/ Larry J. Miller
- -----------------------------
Larry J. Miller, President Date: March 23, 2004
and Chief Executive Officer

Under the requirements of the Securities Exchange Act of 1934, this report has
been signed below by following persons on behalf of the Registrant and in the
capacities and on the dated indicated.

Signature and Capacity

- ----------------------------- Chairman of the Board of 3/23/04
George A. Trout, DDS Directors and Director

/s/ Larry J. Miller President, Chief Executive Officer 3/23/04
- ----------------------------- and Director
Larry J. Miller
(Principal Executive Officer)

/s/ Rodney L. Krebs Vice Chairman of the Board 3/23/04
- ----------------------------- of Directors and Director
Rodney L. Krebs

/s/ D. Reed Anderson Director 3/23/04
- -----------------------------
D. Reed Anderson, Esq.

- ----------------------------- Director 3/23/04
M. Carol Druck

/s/ MacGregor S. Jones Director 3/23/04
- -----------------------------
MacGregor S. Jones

/s/ Dallas L. Smith Director 3/23/04
- -----------------------------
Dallas L. Smith

/s/ Donald H. Warner Director 3/23/04
- -----------------------------
Donald H. Warner

/s/ Michael L. Waugh Director 3/23/04
- -----------------------------
Michael L. Waugh

/s/ Jann A. Weaver Treasurer and Assistant Secretary 3/23/04
- -----------------------------
Jann A. Weaver
(Principal Financial Officer)

SIGNATURES, continued

- ----------------------------- Vice President and Secretary 3/23/04
Harry R. Swift, Esq.

/s/ Diane E. Hill Vice President 3/23/04
- -----------------------------
Diane E. Hill

EXHIBIT INDEX

Page # in
manually signed
Exhibit original
Number Description of Exhibit Form 10-K
- ------- --------------------- ---------

3(i) Articles of Incorporation (Incorporated by reference to
Exhibit 3(i) to Current Report on Form 8-K, filed with
the Commission on March 29, 2001.)

3(ii) By-laws (Incorporated by reference to Exhibit 3(ii) to
current Report on Form 8-K, filed with the Commission on
March 29, 2001.)

4 Rights Agreement Dated as of November 4, 1995 (Incorporated by
reference to Current Report on Form 8-K, filed with the Commission
on March 29, 2001.)

10.1 1996 Stock Incentive Plan (Incorporated by reference to Exhibit 99
of Registration Statement No. 333-09277 on Form S-8, filed with the
Commission on July 31, 1996.)

10.2 Amendment to the Employment Agreement by and among PeoplesBank,
A Codorus Valley Company, Codorus Valley Bancorp, Inc. and Larry
J. Miller dated October 1, 1997, including Executive Employment
Agreement dated January 1, 1993 between Codorus Valley Bancorp, Inc.,
Peoples Bank of Glen Rock and Larry J. Miller. (Incorporated by reference
to Exhibit 10.1 to Registrant's Current Report on Form 8-K, dated and
filed with the Commission on March 20, 2003.)

10.3 Change of Control Agreement between PeoplesBank, A Codorus Valley
Company, Codorus Valley Bancorp, Inc. and Jann A. Weaver, dated
October 1, 1997. (Incorporated by reference to Exhibit 10.2 to the
Registrant's Current Report on Form 8-K, filed with the
Commission on March 20, 2003.)

10.4 Change of Control Agreement between PeoplesBank, A Codorus Valley
Company, Codorus Valley Bancorp, Inc. and Harry R. Swift, dated
October 1, 1997. (Incorporated by reference to Exhibit 10.3 to the
Registrant's Current Report on Form 8-K, dated and filed with the
Commission March 20, 2003.)

10.5 1998 Independent Directors Stock Option Plan (Incorporated by
reference to Exhibit 4.3 of Registration Statement No. 333-61851
on Form S-8, filed with the Commission on August 19, 1998.)

10.6 2000 Stock Incentive Plan (Incorporated by reference to Exhibit 4.3
of Registration Statement No. 333-40532 on Form S-8, filed with the
Commission on June 30, 2000.)

10.7 2001 Employee Stock Bonus Plan (Incorporated by reference to
Exhibit 99.1 of Registration Statement No. 333-68410 on Form S-8,
filed with the Commission on August 27, 2001.)

11 Statement re: Computation of Earnings Per Share
(Incorporated by reference to Exhibit 13, 2003 Annual Report
to Shareholders at Note 1 to the Consolidated Financial Statements.) 27

13 Excerpts from the Annual Report to Shareholders for fiscal
year ended December 31, 2003. 19-60

14 Code of Ethics 61-65

21 List of subsidiaries of the Registrant 66

23.1 Consent of Beard Miller Company LLP, Independent Auditors 67

24 Power of Attorney 68-69

31a Certification of Principal Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 70

31b Certification of Principal Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 71

32 Certification of Principal Executive Officer and Principal Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 72