<PAGE>   1
      As filed with the Securities and Exchange Commission on June 30, 2000

                                                     Registration No. 333-______
================================================================================


                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          CODORUS VALLEY BANCORP, INC.
             (Exact Name of Registrant As Specified In Its Charter)

       PENNSYLVANIA                                            23-2428543
       ------------                                            ----------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

   CODORUS VALLEY CORPORATE CENTER
     105 LEADER HEIGHTS ROAD                                       17403
        YORK, PENNSYLVANIA                                         -----
(Address of principal executive offices)                         (Zip Code)


                           --------------------------

            CODORUS VALLEY BANCORP, INC. 2000 STOCK INCENTIVE PLAN
                           (Full title of the plan)

                           --------------------------

<TABLE>
<S>                                                            <C>
LARRY J. MILLER, PRESIDENT AND CHIEF EXECUTIVE OFFICER                    Copies To:
        CODORUS VALLEY BANCORP, INC.                             NICHOLAS BYBEL, JR., ESQUIRE
              P. O. BOX 2887                                    JEAN SVOBODA MCMASTER, ESQUIRE
        YORK, PENNSYLVANIA  17405                                   SHUMAKER WILLIAMS, P.C.
              (717) 747-1519                                          POST OFFICE BOX 88
   (Name, address, including zip code, and telephone            HARRISBURG, PENNSYLVANIA 17108
   number, including area code, of agent for service)                   (717) 763-1121
</TABLE>


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                                       Proposed Maximum  Proposed Maximum
   Title of Securities               Amount to be       Offering Price       Aggregate          Amount of
    to be Registered                  Registered(1)      Per Share(2)    Offering Price(2)   Registration Fee
-------------------------------------------------------------------------------------------------------------
<S>                                    <C>                <C>                <C>                  <C>
 Common Stock
 $2.50 Par Value ..................     100,000            $11.9375          $1,193,750            $315.15
-------------------------------------------------------------------------------------------------------------
</TABLE>


(1)   Based on the maximum number of shares of Codorus Valley Bancorp, Inc.
      common stock, par value $2.50 per share,authorized for issuance under the
      plan set forth above. In addition, pursuant to Rule 416(a) under the
      Securities Act of 1933, this registration statement also covers an
      indeterminate number of shares of common stock as may become issuable by
      reason of the anti-dilution provisions of this plan.

(2)   Estimated pursuant to Rule 457(c) and (h)(1) solely for the purpose of
      calculating the amount of the registration fee based upon the average of
      the closing bid and asked prices of the common stock on June 26, 2000,
      with respect to the 100,000 shares of common stock issuable under the
      plan.
<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

         Codorus Valley Bancorp, Inc. files this registration statement to
register 100,000 shares of its common stock, par value $2.50 per share, that
may, from time to time, be issued pursuant to the Codorus Valley Bancorp, Inc.
2000 Stock Incentive Plan.

      The document(s) containing the information specified in Items 1 and 2 of
Part I of Form S-8 will be sent or given to plan participants as specified by
Rule 428(b)(1). In accordance with the note to Part I of Form S-8, these
documents have not been filed with the SEC and have been omitted as part of this
registration statement. These documents and the documents incorporated by
reference in the registration statement, pursuant to Item 3 of Part II of Form
S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933.

      This prospectus constitutes a part of a registration statement on Form S-8
filed by us with the SEC. As allowed by the SEC's rules and regulations, this
prospectus does not contain all of the information you can find in the
registration statement and the exhibits to the registration statement. For
further information with respect to us and the securities described in this
prospectus, you should refer to the registration statement, including its
exhibits. Furthermore, the statements contained in this prospectus concerning
any document filed as an exhibit are not necessarily complete and, in each
instance, we refer you to a copy of the document filed as an exhibit to the
registration statement.


ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      The SEC allows us to "incorporate by reference" the information we file
with it into this prospectus. This means we can disclose information to you by
referring you to those documents. The information incorporated by reference is
considered to be a part of this prospectus and information that we file later
with the SEC will automatically update and supersede the information in this
prospectus. We incorporate by reference into this registration statement the
documents listed in Item 3 of Part II of this Form S-8, as filed with the SEC
under File No. 0-15536, and any future filings we make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934
until all of the securities registered on this Form S-8 are sold.

      Codorus Valley Bancorp, Inc. will provide, without charge, to each plan
participant a copy of the documents incorporated by reference in Item 3 of Part
II of this registration statement, upon written or oral request. Further, plan
participants will be provided, without charge, upon written or oral request,
other documents required to be delivered pursuant to Rule 428(b). Written
requests should be directed to:
<PAGE>   3
                  Codorus Valley Bancorp, Inc.
                  Attn: Corporate Secretary
                  P. O. Box 2887
                  York, Pennsylvania 17405

      Telephone requests may be directed to Harry R. Swift, Corporate Secretary,
telephone number (717) 747-1501.

      You should rely only on the information contained in or incorporated by
reference in this prospectus or any supplement. We have not authorized anyone to
provide you with information different from that contained in this prospectus.
Shares of common stock are being offered and sold only in states where offers
and sales are permitted. The information contained in or incorporated by
reference in this prospectus is accurate only as of the date of this prospectus,
regardless of the time of delivery of this prospectus or any sale of the shares.
<PAGE>   4
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      We incorporate the following documents by reference into this registration
statement as filed with the SEC:

      (a)   Codorus Valley Bancorp, Inc.'s Annual Report on Form 10-K for the
            year ended December 31, 1999, filed with the SEC on March 29, 2000;

      (b)   Codorus Valley Bancorp, Inc.'s Quarterly Report on Form 10-Q for the
            quarter ended March 31, 2000, filed with the SEC on May 12, 2000;

      (c)   The description of Codorus Valley Bancorp, Inc.'s common stock that
            appears on pages 27 through 32 of Codorus Valley Bancorp, Inc.'s
            prospectus, filed with the SEC on November 18, 1986, which forms a
            part of Codorus Valley Bancorp, Inc.'s Registration Statement No.
            33-10257 on Form S-4; Codorus Valley Bancorp, Inc.'s Current Report
            on Form 8-K filed with the SEC on July 11, 1990; Codorus Valley
            Bancorp's Current Report on Form 8-K filed with the SEC on April 25,
            1991; and Codorus Valley Bancorp, Inc.'s Rights Agreement filed as
            Exhibit 4 with the SEC on December 4, 1995, which forms a part of
            Codorus Valley Bancorp, Inc.'s Current Report on Form 8-K.

      All documents filed by Codorus Valley Bancorp, Inc. pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the date
of this prospectus and prior to the termination of the offering made hereby are
incorporated by reference into this registration statement and become a part
hereof from the date of filing such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference in this
registration statement shall modify or supersede the prospectus to the extent
that a statement contained in this registration statement or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference modifies or supersedes such statement. Only modified or superseded
statements constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

      Not required because the securities to be offered are registered under
Section 12(g) of the Securities Exchange Act of 1934.


                                      II-1
<PAGE>   5
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law of
1988, as amended (the "BCL"), (15 Pa. C.S.A. Sections 1741-1750) provides
that a business corporation shall have the power under certain circumstances to
indemnify directors, officers, employees and agents against certain expenses
incurred by them in connection with any threatened, pending or completed action,
suit or proceeding.

      Section 1721 of the BCL (relating to the Board of Directors) declares that
unless otherwise provided by statute or in a by-law adopted by the shareholders,
all powers enumerated in Section 1502 (relating to general powers) and elsewhere
in the BCL or otherwise vested by law in a business corporation shall be
exercised by or under the authority of, and the business and affairs of every
business corporation shall be managed under the direction of, a board of
directors. If any such provision is made in the by-laws, the powers and duties
conferred or imposed upon the board of directors under the BCL shall be
exercised or performed to such extent and by such person or persons as shall be
provided in the by-laws.

      Section 1712 of the BCL provides that a director shall stand in a
fiduciary relation to the corporation and shall perform his duties as a
director, including his duties as a member of any committee of the board upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interests of the corporation and with such care, including reasonable
inquiry, skill and diligence, as a person of ordinary prudence would use under
similar circumstances. In performing his duties, a director shall be entitled to
rely in good faith on information, opinions, reports or statements, including
financial statements and other financial data, in each case prepared or
presented by any of the following:

      (1) one or more officers or employees of the corporation whom the director
reasonably believes to be reliable and competent in the matters presented;

      (2) counsel, public accountants or other persons as to matters which the
director reasonably believes to be within the professional or expert competence
of such person; or

      (3) a committee of the board upon which he does not serve, duly designated
in accordance with law, as to matters within its designated authority, which
committee the director reasonably believes to merit confidence.

A director shall not be considered to be acting in good faith, if he has
knowledge concerning the matter in question that would cause his reliance to be
unwarranted.

      Section 1716 also states that in discharging the duties of their
respective positions, the


                                      II-2
<PAGE>   6
board of directors, committees of the board and individual directors may, in
considering the best interests of the corporation, consider the effects of any
action upon employees, upon suppliers and customers of the corporation and upon
communities in which offices or other establishments of the corporation are
located, and all other pertinent factors. The consideration of those factors
shall not constitute a violation of Section 1712. In addition, absent breach of
fiduciary duty, lack of good faith or self-dealing, actions taken as a director
or any failure to take any action shall be presumed to be in the best interests
of the corporation.

     Moreover, Section 1713 addresses the personal liability of directors and
states that if a by-law adopted by the shareholders so provides, a director
shall not be personally liable, as such, for monetary damages for any action
taken, or any failure to take any action, unless:

     (1) the director has breached or failed to perform the duties of his office
under this section; and

     (2) the breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness.

     The provisions discussed above shall not apply to:

     (1) the responsibility or liability of a director pursuant to any criminal
statute; or

     (2) the liability of a director for the payment of taxes pursuant to
local, state or federal law.

     Finally, Section 1714 states that a director of a corporation who is
present at a meeting of its board of directors, or of a committee of the board,
at which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless his dissent is entered in the minutes of the
meeting or unless he files his written dissent to the action with the secretary
of the meeting before the adjournment thereof or transmits the dissent in
writing to the secretary of the corporation immediately after the adjournment of
the meeting. The right to dissent shall not apply to a director who voted in
favor of the action. Nothing in this Section 1721 shall bar a director from
asserting that minutes of the meeting incorrectly omitted his dissent if,
promptly upon receipt of a copy of such minutes, he notified the secretary, in
writing, of the asserted omission or inaccuracy.

     Section 1741 of the BCL (relating to third party actions) provides that
unless otherwise restricted in its by-laws, a business corporation shall have
the power to indemnify any person who was or is a party, or is threatened to be
made a party to any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that such person
is or was a representative of the corporation, or is or was serving at the
request of the corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments,


                                      II-3
<PAGE>   7
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with the action or proceeding if such person acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the corporation, and, with respect to any criminal proceeding,
had no reasonable cause to believe his conduct was unlawful. The termination of
any action or proceeding by judgment, order, settlement or conviction or upon a
plea of nolo contendere or its equivalent shall not of itself create a
presumption that the person did not act in good faith and in a manner that he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and with respect to any criminal proceeding, had reasonable cause
to believe that his conduct was not unlawful.

     Section 1742 of the BCL (relating to derivative actions) provides that
unless otherwise restricted in its by-laws, a business corporation shall have
the power to indemnify any person who was or is a party, or is threatened to be
made a party, to any threatened, pending or completed action by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
such person is or was a representative of the corporation, or is or was serving
at the request of the corporation as a representative of another domestic or
foreign corporation for profit or not-for-profit, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection with the defense or
settlement of the action if such person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation. Indemnification shall not be made under this section in respect of
any claim, issue or matter as to which such person has been adjudged to be
liable to the corporation unless, and only to the extent that, the court of
common pleas of the judicial district embracing the county in which the
registered office of the corporation is located or the court in which such
action was brought determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court of
common pleas or such other court shall deem proper.

     Section 1743 of the BCL (relating to mandatory indemnification) provides
for mandatory indemnification of directors and officers such that to the extent
that a representative of the business corporation has been successful on the
merits or otherwise in defense of any action or proceeding referred to in
Sections 1741 (relating to third party actions) or 1742 (relating to derivative
actions), or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

     Section 1744 of the BCL (relating to procedure for effecting
indemnification) provides the procedure for effecting indemnification. Under
this section unless ordered by a court, any indemnification under Section 1741
(relating to third party actions) or 1742 (relating to derivative actions) shall
be made by the business corporation only as authorized in the specific case upon
a determination that indemnification of the representative is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in those sections. The determination shall be made:


                                      II-4
<PAGE>   8
     (1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to the action or proceeding;

     (2) if such quorum is not obtainable, or, if obtainable and a majority vote
of a quorum of disinterested directors so directs, by independent legal counsel
in a written opinion; or

     (3) by the shareholders.

     Section 1745 of the BCL (relating to advancing expenses) provides that
expenses (including attorneys' fees) incurred in defending any action or
proceeding referred to above may be paid by the business corporation in advance
of the final disposition of the action or proceeding upon receipt of an
undertaking by or on behalf of the representative to repay such amount if it is
ultimately determined that such person is not entitled to be indemnified by the
corporation as authorized by the BCL or otherwise.

     Section 1746 of the BCL (relating to supplementary coverage) provides that
the indemnification and advancement of expenses provided by or granted pursuant
to the other sections of the BCL shall not be deemed exclusive of any other
rights to which a person seeking indemnification or advancement of expenses may
be entitled under any other by-law, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office.

     Section 1746 of the BCL also provides that indemnification referred to
above shall not be made in any case where the act or failure to act giving rise
to the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness.

     Section 1746 further declares that indemnification under any by-law,
agreement, vote of shareholders or directors or otherwise, may be granted for
any action taken or any failure to take any action and may be made whether or
not the corporation would have the power to indemnify the person under any other
provision of law except as provided in this section and whether or not the
indemnified liability arises or arose from any threatened, pending or completed
action by or in the right of the corporation. Such indemnification is declared
to be consistent with the public policy of the Commonwealth of Pennsylvania.

     Section 1747 of the BCL (relating to the power to purchase insurance)
provides that unless otherwise restricted in its by-laws, a business corporation
shall have power to purchase and maintain insurance on behalf of any person who
is or was a representative of the corporation or is or was serving at the
request of the corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against that liability under
the provisions of the BCL. Such insurance is declared to be consistent with the
Commonwealth of Pennsylvania's public policy.


                                      II-5
<PAGE>   9
     Section 1750 of the BCL (relating to duration and extent of coverage)
declares that the indemnification and advancement of expenses provided by, or
granted pursuant to, the BCL shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a representative of the
corporation and shall inure to the benefit of the heirs and personal
representative of that person.

     Articles 23 and 24 of the By-laws of the Registrant provide a broad range
of indemnification for its officers and directors. In essence, officers and
directors will be indemnified for any act committed while in the course of their
association with the Registrant provided that the act was in good faith and in a
manner reasonably believed to be in, or not opposed to the best interest of the
Registrant. Officers and directors will be presumed to be entitled to
indemnification, absent branches of fiduciary duty, lack of good faith or
self-dealing and shall be entitled to indemnification unless their conduct is
determined by a court to have constituted willful misconduct or recklessness.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "1933 Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by a director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the manner
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NO.                EXHIBITS
---                --------
<S>          <C>
4.1          Articles of Incorporation of Codorus Valley Bancorp, Inc. (Incorporated by
             reference to Exhibit 3(i) to Registrant's Current Report on Form 8-K, filed with
             the SEC on March 25, 1996.)

4.2          Bylaws of Codorus Valley Bancorp, Inc. (Incorporated by reference to Exhibit
             3(ii) to Registrant's Current Report on Form 8-K, filed with the SEC
             on March 25, 1996.)
</TABLE>


                                      II-6
<PAGE>   10
<TABLE>
<S>          <C>
4.3          Codorus Valley Bancorp, Inc. 2000 Stock Incentive Plan.

5            Opinion of Shumaker Williams, P.C. re: legality.

23.1         Consent of Ernst & Young LLP.

23.2         Consent of Shumaker Williams, P.C. (included in Exhibit 5).

24           Power of Attorney of Directors and Officers (included on Signature
             Pages).
</TABLE>

ITEM 9. UNDERTAKINGS.

            (a)   The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this registration
                  statement:

                        (i)   To include any prospectus required by Section
                              10(a)(3) of the Securities Act of 1933;

                        (ii)  To reflect in the prospectus any facts or events
                              arising after the effective date of the
                              registration statement (or the most recent
                              post-effective amendment thereof) which,
                              individually or in the aggregate, represent a
                              fundamental change in the information set forth in
                              the registration statement;

                        (iii) To include any material information with respect
                              to the plan of distribution not previously
                              disclosed in the registration statement or any
                              material change to such information in the
                              registration statement; provided, however, that
                              paragraphs (a)(1)(i) and (a)(1)(ii) shall not
                              apply if the information required to be included
                              in a post-effective amendment by those paragraphs
                              is contained in periodic reports filed by the
                              registrant with the Commission pursuant to Section
                              13 or Section 15(d) of the Securities Exchange Act
                              of 1934 that are incorporated by reference in the
                              registration statement.

                  (2) That, for the purpose of determining any liability under
                  the Securities Act of 1933, each post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein,


                                      II-7
<PAGE>   11
                  and the offering of such securities at that time shall be
                  deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

            (b)   The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the registrant's annual report
                  pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934, and, where applicable, each filing of an
                  employee benefit plan's annual report pursuant to Section
                  15(d) of the Securities Exchange Act of 1934 that is
                  incorporated by reference in the registration statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

            (h)   Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of the registrant pursuant to the
                  foregoing provisions, or otherwise, the registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Securities Act of 1933 and is, therefore,
                  unenforceable. In the event that a claim for indemnification
                  against such liabilities, other than the payment by the
                  registrant of expenses incurred or paid by a director, officer
                  or controlling person of the registrant in the successful
                  defense of any action suit or proceeding is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Securities Act of
                  1933 and will be governed by the final adjudication of such
                  issue.


                                      II-8
<PAGE>   12
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of York, Commonwealth of Pennsylvania on June 27, 2000.

                                    CODORUS VALLEY BANCORP, INC.
                                          (Registrant)


                                    By: /s/ Larry J. Miller
                                        ---------------------------------------
                                          Larry J. Miller
                                          President and Chief Executive Officer


                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Larry J. Miller and Jann Allen Weaver, and each
of them, his true and lawful attorney-in-fact, as agent with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacity, to sign any or all amendments to this registration statement
and to file the same, will all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
                                            Capacity                            Date
                                            --------                            ----
<S>                                 <C>                                     <C>
/s/ Larry J. Miller                 President,                              June 27, 2000
-------------------                 Chief Executive Officer and
Larry J. Miller                     Director (Principal
                                    Executive Officer)


/s/Jann Allen Weaver                Treasurer,                              June 27, 2000
--------------------                Asst. Secretary and
Jann Allen Weaver                   Chief Financial Officer
                                    (Principal Financial
                                    and Accounting Officer)
</TABLE>
<PAGE>   13
<TABLE>
<S>                                 <C>                                     <C>
/s/ George A. Trout                 Chairman of the Board                   June 27, 2000
-------------------                 of  Directors
George A. Trout, D.D.S.


/s/ Barry A. Keller                 Vice Chairman of the Board              June 27, 2000
-------------------                 of Directors
Barry A. Keller


/s/ Donald H. Warner                Vice President and                      June 27, 2000
--------------------                Director
Donald H. Warner


/s/ Rodney L. Krebs                 Director                                June 27, 2000
-------------------
Rodney L. Krebs


/s/ D. Reed Anderson                Director                                June 27, 2000
--------------------
D. Reed Anderson, Esquire


/s/ M. Carol Druck                  Director                                June 27, 2000
------------------
M. Carol Druck


/s/ MacGregor S. Jones              Director                                June 27, 2000
----------------------
MacGregor S. Jones


/s/ Dallas L. Smith                 Director                                June 27, 2000
-------------------
Dallas L. Smith
</TABLE>
<PAGE>   14
                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
                                                                                          PAGE NO.
                                                                                       IN SEQUENTIALLY
                                                                                           NUMBERED
EXHIBIT NO.                                                                               ORIGINAL
-----------                                                                               --------
<S>                                                                                    <C>
 4.1          Articles of Incorporation of Codorus Valley Bancorp, Inc.                       *
              (Incorporated by reference to Exhibit 3(i) to Registrant's
              Current Report on Form 8-K, filed with the Commission on March
              25, 1996.)

4.2           Bylaws of Codorus Valley Bancorp, Inc.  (Incorporated by                        *
              reference to Exhibit 3(i) to Registrant's Current Report on
              Form 8-K, filed with the Commission on March 25, 1996.)

4.3           Codorus Valley Bancorp, Inc. 2000 Stock Incentive Plan.                         15

5             Opinion of Shumaker Williams, P.C. re: legality.                                27

23.1          Consent of Ernst & Young LLP.                                                   30

23.2          Consent of Shumaker Williams, P.C.                                              --
              (included in Exhibit 5).

24            Power of Attorney of Directors and                                              12
              Officers (included on Signature Pages).
</TABLE>




*     Incorporated by reference.
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{"company-data": {"conformed-name": "CODORUS VALLEY BANCORP INC", "cik": "0000806279", "assigned-sic": "6035", "irs-number": "232428543", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40532", "film-number": "665954"}, "business-address": {"street1": "105 LEADER HEIGHTS ROAD", "street2": "P O BOX 2887", "city": "YORK", "state": "PA", "zip": "17405-2887", "phone": "7178461970"}, "mail-address": {"street1": "1 MANCHESTER ST", "street2": "P O BOX 67", "city": "GLEN ROCK", "state": "PA", "zip": "17327"}}
1
      As filed with the Securities and Exchange Commission on June 30, 2000

                                                     Registration No. 333-______
================================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          CODORUS VALLEY BANCORP, INC.
             (Exact Name of Registrant As Specified In Its Charter)

       PENNSYLVANIA                                            23-2428543
       ------------                                            ----------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

   CODORUS VALLEY CORPORATE CENTER
     105 LEADER HEIGHTS ROAD                                       17403
        YORK, PENNSYLVANIA                                         -----
(Address of principal executive offices)                         (Zip Code)

                           --------------------------

            CODORUS VALLEY BANCORP, INC. 2000 STOCK INCENTIVE PLAN
                           (Full title of the plan)

                           --------------------------
LARRY J. MILLER, PRESIDENT AND CHIEF EXECUTIVE OFFICER                    Copies To:
        CODORUS VALLEY BANCORP, INC.                             NICHOLAS BYBEL, JR., ESQUIRE
              P. O. BOX 2887                                    JEAN SVOBODA MCMASTER, ESQUIRE
        YORK, PENNSYLVANIA  17405                                   SHUMAKER WILLIAMS, P.C.
              (717) 747-1519                                          POST OFFICE BOX 88
   (Name, address, including zip code, and telephone            HARRISBURG, PENNSYLVANIA 17108
   number, including area code, of agent for service)                   (717) 763-1121
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
                                                       Proposed Maximum  Proposed Maximum
   Title of Securities               Amount to be       Offering Price       Aggregate          Amount of
    to be Registered                  Registered(1)      Per Share(2)    Offering Price(2)   Registration Fee
-------------------------------------------------------------------------------------------------------------
Common Stock
 $2.50 Par Value ..................     100,000            $11.9375          $1,193,750            $315.15
-------------------------------------------------------------------------------------------------------------
(1)   Based on the maximum number of shares of Codorus Valley Bancorp, Inc.
      common stock, par value $2.50 per share,authorized for issuance under the
      plan set forth above. In addition, pursuant to Rule 416(a) under the
      Securities Act of 1933, this registration statement also covers an
      indeterminate number of shares of common stock as may become issuable by
      reason of the anti-dilution provisions of this plan.

(2)   Estimated pursuant to Rule 457(c) and (h)(1) solely for the purpose of
      calculating the amount of the registration fee based upon the average of
      the closing bid and asked prices of the common stock on June 26, 2000,
      with respect to the 100,000 shares of common stock issuable under the
      plan.
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

         Codorus Valley Bancorp, Inc. files this registration statement to
register 100,000 shares of its common stock, par value $2.50 per share, that
may, from time to time, be issued pursuant to the Codorus Valley Bancorp, Inc.
2000 Stock Incentive Plan.

      The document(s) containing the information specified in Items 1 and 2 of
Part I of Form S-8 will be sent or given to plan participants as specified by
Rule 428(b)(1). In accordance with the note to Part I of Form S-8, these
documents have not been filed with the SEC and have been omitted as part of this
registration statement. These documents and the documents incorporated by
reference in the registration statement, pursuant to Item 3 of Part II of Form
S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933.

      This prospectus constitutes a part of a registration statement on Form S-8
filed by us with the SEC. As allowed by the SEC's rules and regulations, this
prospectus does not contain all of the information you can find in the
registration statement and the exhibits to the registration statement. For
further information with respect to us and the securities described in this
prospectus, you should refer to the registration statement, including its
exhibits. Furthermore, the statements contained in this prospectus concerning
any document filed as an exhibit are not necessarily complete and, in each
instance, we refer you to a copy of the document filed as an exhibit to the
registration statement.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      The SEC allows us to "incorporate by reference" the information we file
with it into this prospectus. This means we can disclose information to you by
referring you to those documents. The information incorporated by reference is
considered to be a part of this prospectus and information that we file later
with the SEC will automatically update and supersede the information in this
prospectus. We incorporate by reference into this registration statement the
documents listed in Item 3 of Part II of this Form S-8, as filed with the SEC
under File No. 0-15536, and any future filings we make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934
until all of the securities registered on this Form S-8 are sold.

      Codorus Valley Bancorp, Inc. will provide, without charge, to each plan
participant a copy of the documents incorporated by reference in Item 3 of Part
II of this registration statement, upon written or oral request. Further, plan
participants will be provided, without charge, upon written or oral request,
other documents required to be delivered pursuant to Rule 428(b). Written
requests should be directed to:
3
                  Codorus Valley Bancorp, Inc.
                  Attn: Corporate Secretary
                  P. O. Box 2887
                  York, Pennsylvania 17405

      Telephone requests may be directed to Harry R. Swift, Corporate Secretary,
telephone number (717) 747-1501.

      You should rely only on the information contained in or incorporated by
reference in this prospectus or any supplement. We have not authorized anyone to
provide you with information different from that contained in this prospectus.
Shares of common stock are being offered and sold only in states where offers
and sales are permitted. The information contained in or incorporated by
reference in this prospectus is accurate only as of the date of this prospectus,
regardless of the time of delivery of this prospectus or any sale of the shares.
4
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      We incorporate the following documents by reference into this registration
statement as filed with the SEC:

      (a)   Codorus Valley Bancorp, Inc.'s Annual Report on Form 10-K for the
            year ended December 31, 1999, filed with the SEC on March 29, 2000;

      (b)   Codorus Valley Bancorp, Inc.'s Quarterly Report on Form 10-Q for the
            quarter ended March 31, 2000, filed with the SEC on May 12, 2000;

      (c)   The description of Codorus Valley Bancorp, Inc.'s common stock that
            appears on pages 27 through 32 of Codorus Valley Bancorp, Inc.'s
            prospectus, filed with the SEC on November 18, 1986, which forms a
            part of Codorus Valley Bancorp, Inc.'s Registration Statement No.
            33-10257 on Form S-4; Codorus Valley Bancorp, Inc.'s Current Report
            on Form 8-K filed with the SEC on July 11, 1990; Codorus Valley
            Bancorp's Current Report on Form 8-K filed with the SEC on April 25,
            1991; and Codorus Valley Bancorp, Inc.'s Rights Agreement filed as
            Exhibit 4 with the SEC on December 4, 1995, which forms a part of
            Codorus Valley Bancorp, Inc.'s Current Report on Form 8-K.

      All documents filed by Codorus Valley Bancorp, Inc. pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the date
of this prospectus and prior to the termination of the offering made hereby are
incorporated by reference into this registration statement and become a part
hereof from the date of filing such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference in this
registration statement shall modify or supersede the prospectus to the extent
that a statement contained in this registration statement or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference modifies or supersedes such statement. Only modified or superseded
statements constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

      Not required because the securities to be offered are registered under
Section 12(g) of the Securities Exchange Act of 1934.

                                      II-1
5
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law of
1988, as amended (the "BCL"), (15 Pa. C.S.A. Sections 1741-1750) provides
that a business corporation shall have the power under certain circumstances to
indemnify directors, officers, employees and agents against certain expenses
incurred by them in connection with any threatened, pending or completed action,
suit or proceeding.

      Section 1721 of the BCL (relating to the Board of Directors) declares that
unless otherwise provided by statute or in a by-law adopted by the shareholders,
all powers enumerated in Section 1502 (relating to general powers) and elsewhere
in the BCL or otherwise vested by law in a business corporation shall be
exercised by or under the authority of, and the business and affairs of every
business corporation shall be managed under the direction of, a board of
directors. If any such provision is made in the by-laws, the powers and duties
conferred or imposed upon the board of directors under the BCL shall be
exercised or performed to such extent and by such person or persons as shall be
provided in the by-laws.

      Section 1712 of the BCL provides that a director shall stand in a
fiduciary relation to the corporation and shall perform his duties as a
director, including his duties as a member of any committee of the board upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interests of the corporation and with such care, including reasonable
inquiry, skill and diligence, as a person of ordinary prudence would use under
similar circumstances. In performing his duties, a director shall be entitled to
rely in good faith on information, opinions, reports or statements, including
financial statements and other financial data, in each case prepared or
presented by any of the following:

      (1) one or more officers or employees of the corporation whom the director
reasonably believes to be reliable and competent in the matters presented;

      (2) counsel, public accountants or other persons as to matters which the
director reasonably believes to be within the professional or expert competence
of such person; or

      (3) a committee of the board upon which he does not serve, duly designated
in accordance with law, as to matters within its designated authority, which
committee the director reasonably believes to merit confidence.

A director shall not be considered to be acting in good faith, if he has
knowledge concerning the matter in question that would cause his reliance to be
unwarranted.

      Section 1716 also states that in discharging the duties of their
respective positions, the

                                      II-2
6
board of directors, committees of the board and individual directors may, in
considering the best interests of the corporation, consider the effects of any
action upon employees, upon suppliers and customers of the corporation and upon
communities in which offices or other establishments of the corporation are
located, and all other pertinent factors. The consideration of those factors
shall not constitute a violation of Section 1712. In addition, absent breach of
fiduciary duty, lack of good faith or self-dealing, actions taken as a director
or any failure to take any action shall be presumed to be in the best interests
of the corporation.

     Moreover, Section 1713 addresses the personal liability of directors and
states that if a by-law adopted by the shareholders so provides, a director
shall not be personally liable, as such, for monetary damages for any action
taken, or any failure to take any action, unless:

     (1) the director has breached or failed to perform the duties of his office
under this section; and

     (2) the breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness.

     The provisions discussed above shall not apply to:

     (1) the responsibility or liability of a director pursuant to any criminal
statute; or

     (2) the liability of a director for the payment of taxes pursuant to
local, state or federal law.

     Finally, Section 1714 states that a director of a corporation who is
present at a meeting of its board of directors, or of a committee of the board,
at which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless his dissent is entered in the minutes of the
meeting or unless he files his written dissent to the action with the secretary
of the meeting before the adjournment thereof or transmits the dissent in
writing to the secretary of the corporation immediately after the adjournment of
the meeting. The right to dissent shall not apply to a director who voted in
favor of the action. Nothing in this Section 1721 shall bar a director from
asserting that minutes of the meeting incorrectly omitted his dissent if,
promptly upon receipt of a copy of such minutes, he notified the secretary, in
writing, of the asserted omission or inaccuracy.

     Section 1741 of the BCL (relating to third party actions) provides that
unless otherwise restricted in its by-laws, a business corporation shall have
the power to indemnify any person who was or is a party, or is threatened to be
made a party to any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that such person
is or was a representative of the corporation, or is or was serving at the
request of the corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments,

                                      II-3
7
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with the action or proceeding if such person acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the corporation, and, with respect to any criminal proceeding,
had no reasonable cause to believe his conduct was unlawful. The termination of
any action or proceeding by judgment, order, settlement or conviction or upon a
plea of nolo contendere or its equivalent shall not of itself create a
presumption that the person did not act in good faith and in a manner that he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and with respect to any criminal proceeding, had reasonable cause
to believe that his conduct was not unlawful.

     Section 1742 of the BCL (relating to derivative actions) provides that
unless otherwise restricted in its by-laws, a business corporation shall have
the power to indemnify any person who was or is a party, or is threatened to be
made a party, to any threatened, pending or completed action by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
such person is or was a representative of the corporation, or is or was serving
at the request of the corporation as a representative of another domestic or
foreign corporation for profit or not-for-profit, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection with the defense or
settlement of the action if such person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation. Indemnification shall not be made under this section in respect of
any claim, issue or matter as to which such person has been adjudged to be
liable to the corporation unless, and only to the extent that, the court of
common pleas of the judicial district embracing the county in which the
registered office of the corporation is located or the court in which such
action was brought determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court of
common pleas or such other court shall deem proper.

     Section 1743 of the BCL (relating to mandatory indemnification) provides
for mandatory indemnification of directors and officers such that to the extent
that a representative of the business corporation has been successful on the
merits or otherwise in defense of any action or proceeding referred to in
Sections 1741 (relating to third party actions) or 1742 (relating to derivative
actions), or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

     Section 1744 of the BCL (relating to procedure for effecting
indemnification) provides the procedure for effecting indemnification. Under
this section unless ordered by a court, any indemnification under Section 1741
(relating to third party actions) or 1742 (relating to derivative actions) shall
be made by the business corporation only as authorized in the specific case upon
a determination that indemnification of the representative is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in those sections. The determination shall be made:

                                      II-4
8
     (1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to the action or proceeding;

     (2) if such quorum is not obtainable, or, if obtainable and a majority vote
of a quorum of disinterested directors so directs, by independent legal counsel
in a written opinion; or

     (3) by the shareholders.

     Section 1745 of the BCL (relating to advancing expenses) provides that
expenses (including attorneys' fees) incurred in defending any action or
proceeding referred to above may be paid by the business corporation in advance
of the final disposition of the action or proceeding upon receipt of an
undertaking by or on behalf of the representative to repay such amount if it is
ultimately determined that such person is not entitled to be indemnified by the
corporation as authorized by the BCL or otherwise.

     Section 1746 of the BCL (relating to supplementary coverage) provides that
the indemnification and advancement of expenses provided by or granted pursuant
to the other sections of the BCL shall not be deemed exclusive of any other
rights to which a person seeking indemnification or advancement of expenses may
be entitled under any other by-law, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office.

     Section 1746 of the BCL also provides that indemnification referred to
above shall not be made in any case where the act or failure to act giving rise
to the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness.

     Section 1746 further declares that indemnification under any by-law,
agreement, vote of shareholders or directors or otherwise, may be granted for
any action taken or any failure to take any action and may be made whether or
not the corporation would have the power to indemnify the person under any other
provision of law except as provided in this section and whether or not the
indemnified liability arises or arose from any threatened, pending or completed
action by or in the right of the corporation. Such indemnification is declared
to be consistent with the public policy of the Commonwealth of Pennsylvania.

     Section 1747 of the BCL (relating to the power to purchase insurance)
provides that unless otherwise restricted in its by-laws, a business corporation
shall have power to purchase and maintain insurance on behalf of any person who
is or was a representative of the corporation or is or was serving at the
request of the corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against that liability under
the provisions of the BCL. Such insurance is declared to be consistent with the
Commonwealth of Pennsylvania's public policy.

                                      II-5
9
     Section 1750 of the BCL (relating to duration and extent of coverage)
declares that the indemnification and advancement of expenses provided by, or
granted pursuant to, the BCL shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a representative of the
corporation and shall inure to the benefit of the heirs and personal
representative of that person.

     Articles 23 and 24 of the By-laws of the Registrant provide a broad range
of indemnification for its officers and directors. In essence, officers and
directors will be indemnified for any act committed while in the course of their
association with the Registrant provided that the act was in good faith and in a
manner reasonably believed to be in, or not opposed to the best interest of the
Registrant. Officers and directors will be presumed to be entitled to
indemnification, absent branches of fiduciary duty, lack of good faith or
self-dealing and shall be entitled to indemnification unless their conduct is
determined by a court to have constituted willful misconduct or recklessness.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "1933 Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by a director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the manner
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.
EXHIBIT
NO.                EXHIBITS
---                --------
4.1          Articles of Incorporation of Codorus Valley Bancorp, Inc. (Incorporated by
             reference to Exhibit 3(i) to Registrant's Current Report on Form 8-K, filed with
             the SEC on March 25, 1996.)

4.2          Bylaws of Codorus Valley Bancorp, Inc. (Incorporated by reference to Exhibit
             3(ii) to Registrant's Current Report on Form 8-K, filed with the SEC
             on March 25, 1996.)
II-6
10
4.3          Codorus Valley Bancorp, Inc. 2000 Stock Incentive Plan.

5            Opinion of Shumaker Williams, P.C. re: legality.

23.1         Consent of Ernst & Young LLP.

23.2         Consent of Shumaker Williams, P.C. (included in Exhibit 5).

24           Power of Attorney of Directors and Officers (included on Signature
             Pages).
ITEM 9. UNDERTAKINGS.

            (a)   The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this registration
                  statement:

                        (i)   To include any prospectus required by Section
                              10(a)(3) of the Securities Act of 1933;

                        (ii)  To reflect in the prospectus any facts or events
                              arising after the effective date of the
                              registration statement (or the most recent
                              post-effective amendment thereof) which,
                              individually or in the aggregate, represent a
                              fundamental change in the information set forth in
                              the registration statement;

                        (iii) To include any material information with respect
                              to the plan of distribution not previously
                              disclosed in the registration statement or any
                              material change to such information in the
                              registration statement; provided, however, that
                              paragraphs (a)(1)(i) and (a)(1)(ii) shall not
                              apply if the information required to be included
                              in a post-effective amendment by those paragraphs
                              is contained in periodic reports filed by the
                              registrant with the Commission pursuant to Section
                              13 or Section 15(d) of the Securities Exchange Act
                              of 1934 that are incorporated by reference in the
                              registration statement.

                  (2) That, for the purpose of determining any liability under
                  the Securities Act of 1933, each post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein,

                                      II-7
11
                  and the offering of such securities at that time shall be
                  deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

            (b)   The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the registrant's annual report
                  pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934, and, where applicable, each filing of an
                  employee benefit plan's annual report pursuant to Section
                  15(d) of the Securities Exchange Act of 1934 that is
                  incorporated by reference in the registration statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

            (h)   Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of the registrant pursuant to the
                  foregoing provisions, or otherwise, the registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Securities Act of 1933 and is, therefore,
                  unenforceable. In the event that a claim for indemnification
                  against such liabilities, other than the payment by the
                  registrant of expenses incurred or paid by a director, officer
                  or controlling person of the registrant in the successful
                  defense of any action suit or proceeding is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Securities Act of
                  1933 and will be governed by the final adjudication of such
                  issue.

                                      II-8
12
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of York, Commonwealth of Pennsylvania on June 27, 2000.

                                    CODORUS VALLEY BANCORP, INC.
                                          (Registrant)

                                    By: /s/ Larry J. Miller
                                        ---------------------------------------
                                          Larry J. Miller
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Larry J. Miller and Jann Allen Weaver, and each
of them, his true and lawful attorney-in-fact, as agent with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacity, to sign any or all amendments to this registration statement
and to file the same, will all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Capacity                            Date
                                            --------                            ----
/s/ Larry J. Miller                 President,                              June 27, 2000
-------------------                 Chief Executive Officer and
Larry J. Miller                     Director (Principal
                                    Executive Officer)

/s/Jann Allen Weaver                Treasurer,                              June 27, 2000
--------------------                Asst. Secretary and
Jann Allen Weaver                   Chief Financial Officer
                                    (Principal Financial
                                    and Accounting Officer)
13
/s/ George A. Trout                 Chairman of the Board                   June 27, 2000
-------------------                 of  Directors
George A. Trout, D.D.S.

/s/ Barry A. Keller                 Vice Chairman of the Board              June 27, 2000
-------------------                 of Directors
Barry A. Keller

/s/ Donald H. Warner                Vice President and                      June 27, 2000
--------------------                Director
Donald H. Warner

/s/ Rodney L. Krebs                 Director                                June 27, 2000
-------------------
Rodney L. Krebs

/s/ D. Reed Anderson                Director                                June 27, 2000
--------------------
D. Reed Anderson, Esquire

/s/ M. Carol Druck                  Director                                June 27, 2000
------------------
M. Carol Druck

/s/ MacGregor S. Jones              Director                                June 27, 2000
----------------------
MacGregor S. Jones

/s/ Dallas L. Smith                 Director                                June 27, 2000
-------------------
Dallas L. Smith
14
                                INDEX TO EXHIBITS
PAGE NO.
                                                                                       IN SEQUENTIALLY
                                                                                           NUMBERED
EXHIBIT NO.                                                                               ORIGINAL
-----------                                                                               --------
4.1          Articles of Incorporation of Codorus Valley Bancorp, Inc.                       *
              (Incorporated by reference to Exhibit 3(i) to Registrant's
              Current Report on Form 8-K, filed with the Commission on March
              25, 1996.)

4.2           Bylaws of Codorus Valley Bancorp, Inc.  (Incorporated by                        *
              reference to Exhibit 3(i) to Registrant's Current Report on
              Form 8-K, filed with the Commission on March 25, 1996.)

4.3           Codorus Valley Bancorp, Inc. 2000 Stock Incentive Plan.                         15

5             Opinion of Shumaker Williams, P.C. re: legality.                                27

23.1          Consent of Ernst & Young LLP.                                                   30

23.2          Consent of Shumaker Williams, P.C.                                              --
              (included in Exhibit 5).

24            Power of Attorney of Directors and                                              12
              Officers (included on Signature Pages).
*     Incorporated by reference.