<PAGE>   1
<TABLE>
<S>                                                                          <C>
As filed with the Securities and Exchange Commission on August 27, 2001          Registration No. 333-______
</TABLE>

                                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.
                          EMPLOYEE STOCK BONUS 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
Title of Each Class        Amount        Proposed Maximum       Aggregate          Amount of
  of Securities to          to be         Offering Price     Offering Price      Registration
   be Registered       Registered (1)      Per share (2)           (2)                Fee
---------------------------------------------------------------------------------------------
<S>                   <C>               <C>               <C>                  <C>
    Common Stock
  $2.50 Par Value          10,000             $15.88            $158,800            $39.70
---------------------------------------------------------------------------------------------
</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 August 20,
        2001, with respect to the 10,000 shares of common stock issuable under
        the plan.

                   PAGE 1 OF 20 SEQUENTIALLY NUMBERED PAGES
                      INDEX TO EXHIBITS FOUND ON PAGE 14


<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 10,000 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.
Employee Stock Bonus 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 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, and any future filings we make with the SEC under
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
until all of the securities registered on this Form S-8 are sold or we will
deregister the remaining unsold securities.


                                       I-1


<PAGE>   3


        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:

               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. The delivery of this prospectus does not, under any
circumstances, create any implication that there has been no change in the
company's affairs since the date of this prospectus.



                                     I-2
<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 under File No. 0-15536:

        (a)    Codorus Valley Bancorp, Inc.'s Annual Report on Form 10-K for
               the year ended December 31, 2000, filed with the SEC on March
               30, 2001;

        (b)    Codorus Valley Bancorp, Inc.'s Quarterly Reports on Form 10-Q
               for the quarter ended March 31, 2001, filed with the SEC on May
               9, 2001 and Form 10-Q for the quarter ended June 30, 2001, filed
               with the SEC on August 13, 2001;

        (C)    Codorus Valley Bancorp, Inc.'s Current Reports on Form 8-K
               filed with the SEC on March 29, 2001 and June 18, 2001 and Form
               8-K/A filed with the SEC on June 25, 2001; and

        (d)    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 March 29, 2001, 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 filing of a post-effective
amendment indicating that all securities offered have been sold or which
deregisters all remaining unsold securities, 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
automatically updates, modifies or supersedes the prospectus.

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 has 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.


                                     II-2
<PAGE>   6


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





                                     II-3
<PAGE>   7




joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, 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 Registrant's By-laws 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.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.     EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
-------
NO.                   EXHIBITS
---                   --------
<S>          <C>
4.1            Amended 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 29,
               2001.)

4.2            Amended 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 29, 2001.)

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).

99.1           Codorus Valley Bancorp, Inc. Employee Stock Bonus Plan.
</TABLE>

                                     II-6


<PAGE>   10


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) do not apply if
                                    the information required to be included in
                                    a post-effective amendment by those
                                    paragraphs is contained in periodic
                                    reports filed with or furnished to the SEC
                                    by the Registrant 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,
                      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, 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.

                                     II-7
<PAGE>   11


               (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 26, 2001.

                                   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 26, 2001
-------------------                            Chief Executive Officer and
Larry J. Miller                                Director (Principal
                                               Executive Officer)


/s/Jann Allen Weaver                           Treasurer,                       June 26, 2001
--------------------                           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 26, 2001
-------------------                            of Directors
George A. Trout, D.D.S.


/s/ Rodney L. Krebs                            Vice Chairman of the Board       June 26, 2001
-------------------                            of Directors
Rodney L. Krebs


                                               Vice President and                           , 2001
----------------                               Director                         ------------
Donald H. Warner



/s/ D. Reed Anderson                           Director                         June 26, 2001
--------------------
D. Reed Anderson, Esquire


/s/ M. Carol Druck                             Director                         June 26, 2001
------------------
M. Carol Druck


/s/ MacGregor S. Jones                         Director                         June 26, 2001
----------------------
MacGregor S. Jones


/s/ Dallas L. Smith                            Director                         June 26, 2001
-------------------
Dallas L. Smith

:132322

</TABLE>

<PAGE>   14


                              INDEX TO EXHIBITS


<TABLE>
<CAPTION>
                                                                                    PAGE NO.
                                                                                 IN SEQUENTIALLY
                                                                                     NUMBERED
EXHIBIT NO.                                                                         ORIGINAL
-----------                                                                         --------
<S>         <C>                                                                <C>
4.1            Amended 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 29, 2001.)

4.2            Amended 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 29, 2001.)

5              Opinion of Shumaker Williams, P.C. re: legality.                        15

23.1           Consent of Ernst & Young LLP.                                           17

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

24             Power of Attorney of Directors and
               Officers (included on Signature Pages).                                  -

99.1           Codorus Valley Bancorp, Inc. Employee Stock Bonus Plan.                 18

</TABLE>


*       Incorporated by reference.
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1
As filed with the Securities and Exchange Commission on August 27, 2001          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.
                          EMPLOYEE STOCK BONUS 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
Title of Each Class        Amount        Proposed Maximum       Aggregate          Amount of
  of Securities to          to be         Offering Price     Offering Price      Registration
   be Registered       Registered (1)      Per share (2)           (2)                Fee
---------------------------------------------------------------------------------------------
Common Stock
  $2.50 Par Value          10,000             $15.88            $158,800            $39.70
---------------------------------------------------------------------------------------------
(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 August 20,
        2001, with respect to the 10,000 shares of common stock issuable under
        the plan.

                   PAGE 1 OF 20 SEQUENTIALLY NUMBERED PAGES
                      INDEX TO EXHIBITS FOUND ON PAGE 14
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 10,000 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.
Employee Stock Bonus 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 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, and any future filings we make with the SEC under
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
until all of the securities registered on this Form S-8 are sold or we will
deregister the remaining unsold securities.

                                       I-1
3

        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:

               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. The delivery of this prospectus does not, under any
circumstances, create any implication that there has been no change in the
company's affairs since the date of this prospectus.

                                     I-2
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 under File No. 0-15536:

        (a)    Codorus Valley Bancorp, Inc.'s Annual Report on Form 10-K for
               the year ended December 31, 2000, filed with the SEC on March
               30, 2001;

        (b)    Codorus Valley Bancorp, Inc.'s Quarterly Reports on Form 10-Q
               for the quarter ended March 31, 2001, filed with the SEC on May
               9, 2001 and Form 10-Q for the quarter ended June 30, 2001, filed
               with the SEC on August 13, 2001;

        (C)    Codorus Valley Bancorp, Inc.'s Current Reports on Form 8-K
               filed with the SEC on March 29, 2001 and June 18, 2001 and Form
               8-K/A filed with the SEC on June 25, 2001; and

        (d)    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 March 29, 2001, 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 filing of a post-effective
amendment indicating that all securities offered have been sold or which
deregisters all remaining unsold securities, 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
automatically updates, modifies or supersedes the prospectus.

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 has 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.

                                     II-2
6

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

                                     II-3
7

joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, 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 Registrant's By-laws 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.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.     EXHIBITS.
EXHIBIT
-------
NO.                   EXHIBITS
---                   --------
4.1            Amended 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 29,
               2001.)

4.2            Amended 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 29, 2001.)

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).

99.1           Codorus Valley Bancorp, Inc. Employee Stock Bonus Plan.
II-6
10

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) do not apply if
                                    the information required to be included in
                                    a post-effective amendment by those
                                    paragraphs is contained in periodic
                                    reports filed with or furnished to the SEC
                                    by the Registrant 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,
                      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, 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.

                                     II-7
11

               (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 26, 2001.

                                   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 26, 2001
-------------------                            Chief Executive Officer and
Larry J. Miller                                Director (Principal
                                               Executive Officer)

/s/Jann Allen Weaver                           Treasurer,                       June 26, 2001
--------------------                           Asst. Secretary and
Jann Allen Weaver                              Chief Financial Officer
                                               (Principal Financial
                                               and Accounting Officer)
13
/s/ George A. Trout                            Chairman of the Board            June 26, 2001
-------------------                            of Directors
George A. Trout, D.D.S.

/s/ Rodney L. Krebs                            Vice Chairman of the Board       June 26, 2001
-------------------                            of Directors
Rodney L. Krebs

                                               Vice President and                           , 2001
----------------                               Director                         ------------
Donald H. Warner

/s/ D. Reed Anderson                           Director                         June 26, 2001
--------------------
D. Reed Anderson, Esquire

/s/ M. Carol Druck                             Director                         June 26, 2001
------------------
M. Carol Druck

/s/ MacGregor S. Jones                         Director                         June 26, 2001
----------------------
MacGregor S. Jones

/s/ Dallas L. Smith                            Director                         June 26, 2001
-------------------
Dallas L. Smith

:132322
14

                              INDEX TO EXHIBITS
PAGE NO.
                                                                                 IN SEQUENTIALLY
                                                                                     NUMBERED
EXHIBIT NO.                                                                         ORIGINAL
-----------                                                                         --------
4.1            Amended 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 29, 2001.)

4.2            Amended 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 29, 2001.)

5              Opinion of Shumaker Williams, P.C. re: legality.                        15

23.1           Consent of Ernst & Young LLP.                                           17

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

24             Power of Attorney of Directors and
               Officers (included on Signature Pages).                                  -

99.1           Codorus Valley Bancorp, Inc. Employee Stock Bonus Plan.                 18
*       Incorporated by reference.