EXHIBIT 24
                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Larry J. Miller and Jann A. Weaver, and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Codorus Valley Bancorp, Inc.), to sign this Form 10-K and any or all amendments
to this Form 10-K and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

       Signature                           Title                  Date
       ---------                           -----                  ----

- -----------------------------    Chairman of the Board of        3/27/01
George A. Trout, DDS             Directors and Director

/s/ Larry J. Miller              President, Chief Executive      3/27/01
- -----------------------------    Officer and Director
Larry J. Miller
(Principal Executive Officer)

/s/ Rodney L. Krebs              Vice Chairman of the Board      3/27/01
- -----------------------------    of Directors and Director
Rodney L. Krebs

/s/ D. Reed Anderson             Director                        3/27/01
- -----------------------------
D. Reed Anderson, Esq.

/s/ M. Carol Druck               Director                        3/27/01
- -----------------------------
M. Carol Druck

/s/ MacGregor S. Jones           Director                        3/27/01
- -----------------------------
MacGregor S. Jones

/s/ Dallas L. Smith              Director                        3/27/01
- -----------------------------
Dallas L. Smith

/s/ Donald H. Warner             Vice President and Director     3/27/01
- -----------------------------
Donald H. Warner

/s/ Jann A. Weaver               Treasurer and                   3/27/01
- -----------------------------    Assistant Secretary
Jann A. Weaver
(Principal Financial Officer)

- -----------------------------    Vice President and Secretary    3/27/01
Harry R. Swift, Esq.


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