COMMUNITY BANKS INC /PA/
8-K, 1998-01-15
NATIONAL COMMERCIAL BANKS
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                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.   20549
                                 
                                 
                             FORM 8-K
                                 
                                 
                          CURRENT REPORT
                                 
                PURSUANT TO SECTION 13 OR 15(D) OF
               THE SECURITIES EXCHANGE ACT OF 1934
                                 
                                 
Date of Report (Date of earliest event reported)  December 31, 1997
                                 
                                 
                      COMMUNITY BANKS, INC.                   
     (Exact Name of Registrant as Specified in its Charter) 
                                 

        Pennsylvania                              23-2251762     
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)                Identification No.)

                          
                          No.  0-15786        
                    (Commission file number) 
                                 
                                 
150 Market Street, Millersburg, Pennsylvania           17061   
 (Address of Principal Executive Offices)            (Zip code)



                          ERNEST L. LOWE
                            Chairman
                      COMMUNITY BANKS, INC.
                        150 Market Street
                 Millersburg, Pennsylvania  17061
                  (Address of executive offices)



                           (717) 692-4781                      
  (Telephone number, including area code, of agent for service)









Item 5.  Other Events

         Effective December 31, 1997, Thomas L. Miller retired as
Chairman and Chief Executive Officer of Community Banks, Inc.
(the "Corporation") and its wholly-owned banking subsidiary,
Community Banks, N.A. ("CBNA"). Ernest L. Lowe, President and
Chief Operating Office of the Corporation has been appointed to
serve as Chairman, President, and Chief Executive Officer of the
Corporation, and CBNA. Thomas L. Miller will continue to serve as
director of both the Corporation and CBNA. 

         The press release announcing the agreement is attached
hereto as Exhibit 99.

                            SIGNATURES

          Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.


                                         Community Banks, Inc.
                                             (Registrant)
                                                                 

Date:  January 8, 1998                  /S/  Ernest L. Lowe     
                                        Ernest L. Lowe, Chairman




EXHIBIT INDEX

Exhibit No.         Description

   99               Press Release of Community Banks, Inc. dated
                    January 7, 1998.















                                -1-




EX-99
PRESS RELEASE



For Immediate Release


Date:      January 7, 1998
Contact:   Beth L. Miller
Phone:     (717) 692-4781
Fax:       (717) 692-2972




        MILLER RETIRES AS C.E.O. OF COMMUNITY BANKS, INC.
                     LOWE IS NAMED SUCCESSOR



     Millersburg,PA-Thomas L. Miller, Chairman and Chief
Executive Officer of Community Banks, Inc. and Chairman,
President and C.E.O. of Community Banks, N.A., retired effective
December 31, 1997. Mr. Miller had announced his intention to
retire at the company's annual meeting last May. He will continue
to serve on the Board of Directors of both entities.

     As planned, Ernest L. Lowe, President and Chief Operating
Officer of Community Banks, Inc. was named to assume Mr. Miller's
positions at the Holding Company, and the bank. Mr. Lowe, who has
nearly forty years of banking experience, has been with Community
Banks for the past 13 years. Prior to employment with Community,
he was Executive Vice President of a bank with assets in excess
of 1.5 billion dollars. 



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