EXHIBIT 32

  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

      The certification set forth below is being submitted in connection with
the Quarterly Report of Codorus Valley Bancorp, Inc. (the "Company") on Form
10-Q for the period ending June 30, 2004, as filed with the Securities and
Exchange Commission (the "Report"), for the purpose of complying with Rule
13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the
"Exchange Act") and Section 1350 of Chapter 63 of Title 18 of the United States
Code.

      Larry J. Miller, the Chief Executive Officer and Jann A. Weaver, the
Principal Financial Officer of the Company, each certifies that, to the best of
his knowledge:

      1.    the Report fully complies with the requirements of Section 13(a) or
            15(d) of the Securities Exchange Act; and

      2.    the information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operations
            of the Company.

Date: August 10, 2004                         /s/ Larry J. Miller
                                              -------------------
                                              Larry J. Miller
                                              President and CEO

                                              /s/ Jann A. Weaver
                                              -------------------------
                                              Jann A. Weaver
                                              Treasurer and Assistant Secretary

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