EXHIBIT 99

                         REPORT OF INDEPENDENT AUDITORS



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

We have audited the accompanying consolidated statements of financial condition
of Codorus Valley Bancorp, Inc. as of December 31, 2000, and the related
consolidated statements of income, stockholders equity, and cash flows for each
of the two years in the period 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 audits.

We conducted our audits 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 audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Codorus
Valley Bancorp, Inc. at December 31, 2000, and the consolidated results of its
operations and its cash flows for each of the two years in the period ended
December 31, 2000, in conformity with accounting principles generally accepted
in the United States.

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

Harrisburg, Pennsylvania
February 5, 2001