COMMUNITY BANKS INC /PA/
8-K, 1998-07-22
NATIONAL COMMERCIAL BANKS
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                                  UNITED STATES
                       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
                                        
                                        
                                        
                                        
                                        
                                July 8, 1998                          
                Date of Report (Date of earliest event reported)
          
          
                              Community Banks, Inc.                   
             (Exact name of registrant as specified in its charter)
          
          
          
                    Pennsylvania                      23-2251762      
          (State or other jurisdiction             (IRS Employer
           of 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
          
          
          
                                 (717) 692-4781                        
          (Telephone number, including area code, of agent for service)
          
          
          
          
          
          
          Item 5.  Other Events
          
                   Community Banks, Inc. announced a stock repurchase
          program effective July 8 through October 1 of 1998. Up to
          two percent of outstanding shares could be purchased in open
          market transactions as treasury shares to be used for
          general corporate purposes, including grants under the
          Employee Stock Option Plan.
          
               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:  July 21, 1998          By:/S/   Terry L. Burrows     
                                                 Terry L. Burrows
                                              Executive Vice President
                                              Chief Financial Officer 
                                          
          
          EXHIBIT INDEX
          
          Exhibit No.          Description
          
             99                Press Release of Community Banks, Inc.
                               dated July 8, 1998. 
          
          
          
          
          
          
                                       
          
          
          
                                       -1- 
          
          
          
                                        
          
          Ex-99
          Press Release
          
          
          FOR IMMEDIATE RELEASE:
          Date:     July 8, 1998
          Contact:  Beth L. Miller
          Phone:    (717) 692-4781, Fax: (717) 692-2972
          
          
                                        
                                        
                    COMMUNITY BANKS, INC. TO REPURCHASE STOCK
                                        
               Community Banks, Inc., Millersburg, PA (AMEX-CTY) has
          announced the company will begin a Stock Repurchase Program.
          Eddie L. Dunklebarger, President & CEO, stated it is
          possible that up to 2% of outstanding shares could be
          repurchased from time to time in open market transactions
          through October 1, 1998. Repurchased shares will become
          treasury shares to be used for general corporate purposes,
          including grants under the Employee Stock Option Plan.  
          
          
          
          
          
          
          
          
          
          
          
          
          
                   
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
                                      -2-



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