EXHIBIT 23.1

                          Consent of Ernst & Young LLP




                         CONSENT OF INDEPENDENT AUDITORS


     We consent to the incorporation by reference in the Registration  Statement
on Form S-8  pertaining to the Codorus  Valley  Bancorp,  Inc. 1998  Independent
Directors' Stock Option Plan of our report, dated January 15, 1998, with respect
to the  consolidated  financial  statements  of Codorus  Valley  Bancorp,  Inc.,
incorporated  by reference  in its Annual  Report (Form 10-K) for the year ended
December 31, 1997, filed with the Securities and Exchange Commission.


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

Harrisburg, Pennsylvania
August 17,  1998