CODORUS VALLEY BANCORP INC
424B3, 1996-02-01
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                    Prospectus Supplement
                             Filed by Codorus Valley Bancorp, Inc.
                             pursuant to Rule 424(b)(3) under the
                             Securities Act of 1933 in connection 
                             with a prospectus dated June 28, 1995.
                             Registration Number 33-46171

Page 7

Administration

3.    Who administers the Plan for participants?

     The Registrar and Transfer Company will administer the Plan as
agent for the participants (the "Plan Administrator").  In such
capacity, the Plan Administrator will send periodic statements of
account to participants and perform other administrative duties
relating to the Plan.  Shares purchased for a participant under the
Plan will be held by the Plan Administrator and registered in its
name or the name of its nominee.

     Any notices, questions or other communications relating to the
Plan should include the participant's account number and should be
addressed to:

                      Plan Administrator
                 Registrar and Transfer Company
                      10 Commerce Drive
                    Cranford, New Jersey 07116

     Participants who have questions regarding the Plan also may
contact the Plan Administrator by telephoning 1-800-368-5948.


Page 11, First Full Sentence

Checks and money orders should be made payable to "Registrar and 
Transfer Company" and should include the participant's account
number and taxpayer identification number.


Page 16, Second Paragraph

     I (We) hereby appoint Registrar and Transfer Company, or such
other corporation as may succeed it pursuant to the Plan (or any
modification thereof), as my (our) agent (the "Plan
Administrator"), to act as such upon and subject to the terms and
conditions of the Plan as set forth in the Prospectus.

<PAGE>

                                    Prospectus Supplement
                             Filed by Codorus Valley Bancorp, Inc.
                             pursuant to Rule 424(b)(3) under the
                             Securities Act of 1933 in connection 
                             with a prospectus dated June 28, 1995.
                             Registration Number 33-46171


Page 16, Sixth Paragraph (Paragraph immediately following signature
lines)

Shareholder:    Please sign exactly as name appears on stock
                certificate.  Mail to Registrar and Transfer      
                Company, Attention Plan Administrator, Codorus    
                Valley Bancorp, Inc. Dividend Reinvestment and    
                Stock Purchase Plan, 10 Commerce Drive, Cranford, 
                NJ 07116

Page 16, Last Paragraph

(If you are submitting a voluntary cash payment with this
Authorization Form, please note that there is a minimum and maximum
purchase amount.  Please make check or money order payable to
Registrar and Transfer Company and enter your taxpayer
identification number thereon.)






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