-----------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             -----------------------


                              COMMUNITY BANKS, INC.
                              ---------------------
             (Exact Name of Registrant as specified in its charter)

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

              750 EAST PARK DRIVE, HARRISBURG, PENNSYLVANIA, 17111
              ----------------------------------------------------
          (Address of principal executive offices, including zip code)


                        COMMUNITY BANKS, INC. 401(K) PLAN
                        ---------------------------------
                            (Full title of the plan)


                              EDDIE L. DUNKLEBARGER
                         Chairman, President and C.E.O.
                              COMMUNITY BANKS, INC.
                               750 East Park Drive
                         Harrisburg, Pennsylvania 17111
                         -------------------------------
                     (Name and Address of Agent for Service)


                                  (717)920-1698
                                  -------------
         (Telephone number, including area code, of agent for service)










<PAGE>


<TABLE>
<CAPTION>

                                          CALCULATION OF REGISTRATION FEE



-------------------------------------------------------------------------------------------------------------
                                                                      Proposed
Title of securities          Amount           Proposed                 maximum
 to be registered             to be        maximum offering       aggregate offering          Amount of
                           Registered 1     price per unit 2            price              registration fee
-------------------------------------------------------------------------------------------------------------
<S>                       <C>                  <C>                   <C>                      <C>
Common Stock,             50,000               $29.26                $1,463,000               $118.36
par value
$5.00 per share

</TABLE>

1    Consists  of  shares  of  common  stock  of  Community   Banks  Inc.   (the
     "Corporation")  available for purchase by employees of the  Corporation and
     affiliates  pursuant to the Community Banks, Inc. 401(k) Plan (the "Plan").
     In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933, as
     amended, this registration statement also covers an indeterminate amount of
     interests  to be  offered  or  sold  pursuant  to the  Plan  as  well as an
     indeterminate  number of additional shares which may be necessary to adjust
     the number of shares of common stock of the Corporation  registered  hereby
     as a result of a stock split,  stock dividend or similar  adjustment of the
     outstanding common stock.

2    Estimated solely for the purpose of calculating the registration fee, which
     has  been  calculated   pursuant  to  Rule  457(h)  promulgated  under  the
     Securities Act of 1933, as amended. The proposed maximum offering price per
     share is equal to the average of the highest and lowest  price per share of
     common stock of the  Corporation on the Nasdaq  National Market on June 30,
     2003.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          Information  required by Part I to be contained  in the Section  10(a)
     prospectus  is  omitted  from,  and  is  not  filed  as  a  part  of,  this
     Registration Statement in accordance with Rule 428 under the Securities Act
     of 1933, as amended (the "Securities Act" ). Information  specified in Part
     I of this  Form  S-8  (Items  1 and 2) will be sent or  given  to the  Plan
     participants as specified by Rule 428(b)(1) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents filed by the registrant with the Securities and Exchange
Commission (the "Commission")  pursuant to the Securities  Exchange Act of 1934,
as amended  (the  "Exchange  Act") are  incorporated  in and made a part of this
Registration Statement by reference as of their respective dates:

          (a)  The  Corporation's  Annual Report filed on Form 10-K for the year
               ended  December  31, 2002 and the Plan's  Annual  Report filed on
               Form 11-K for the year ended December 31, 2002;


<PAGE>

          (b)  The  Corporation's  quarterly  reports filed on Form 10-Q for the
               quarter  ended  March 31,  2003;  and the  Corporation's  current
               reports on Form 8-K,  filed  January 14, 2003,  January 21, 2003,
               February 13, 2003, April 2, 2003, April 17, 2003, May 5, 2003 and
               June 9, 2003.

          (c)  The  description of the  Corporation's  common stock contained in
               the  registration  statement on Form 8-A,  filed on May 13, 2002,
               and any  amendments  or reports filed for the purpose of updating
               such description.

          (d)  All  reports  and  other  documents   hereinafter  filed  by  the
               registrant with the Commission  pursuant to Section 13(a), 13(c),
               14 or  15(d)  of the  Exchange  Act,  prior  to the  filing  of a
               post-effective  amendment  which  indicates  that all  securities
               offered hereby have been sold or which deregisters all securities
               then  remaining  unsold  will be  deemed  to be  incorporated  by
               reference and to be a part hereof from the date of filing of such
               documents.

Any  statement  contained  in  this  Registration  Statement,  or in a  document
incorporated by reference  herein,  shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein, or in any other  subsequently  filed document which also is or
is deemed to be  incorporated by reference  herein,  modifies or supersedes such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

Item 4.  Description Of Securities.

Not applicable.

Item 5.  Interests Of Named Experts And Counsel.

James A. Ulsh, a shareholder in the law firm of Mette,  Evans and Woodside,  the
Company's general counsel, is a voting director of the Corporation.

Item 6.  Indemnification Of Directors And Officers.

     Pennsylvania  law provides that a  Pennsylvania  corporation  may indemnify
directors, officers, employees and agents of the corporation against liabilities
they may incur in such  capacities  for any action  taken or any failure to act,
whether  or not the  corporation  would have the power to  indemnify  the person
under any  provision of law,  unless such action or failure to act is determined
by a court to have constituted recklessness or willful misconduct.  Pennsylvania
law also permits the adoption of a bylaw  amendment,  approved by  shareholders,
providing for the elimination of a director's liability 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 and (2) the breach or
failure to perform constitutes self-dealing, willful misconduct or recklessness.

     The bylaws of the Corporation provide for (1) indemnification of directors,
officers,  employees  and  agents  of the  Corporation  and of any  other  bank,
partnership, joint venture, trust or other enterprise of which officer, employee
or director is serving in such capacity at the request of the  Corporation,  and
(2) the  elimination  of a director's  liability  for monetary  damages,  to the
fullest extent permitted by Pennsylvania law.

     Directors and officers are also insured  against  certain  liabilities  for
their actions, as such, by an insurance policy obtained by the Corporation.





<PAGE>

Item 7.  Exemption From Registration Claimed.

Not applicable.

Item 8.  Exhibits.

Reference is made to the exhibit  index that  immediately  precedes the exhibits
filed with this  Registration  Statement.  The  Corporation  will submit (or has
submitted)  the  registrant's  401(k)  plan  and any  amendment  thereto  to the
Internal  Revenue  Service  ("IRS") in a timely manner and has made or will make
all changes required by the IRS in order to qualify the plan.

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 this 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) above do not
apply if the  registration  statement is on Form S-3,  Form S-8 or Form F-3, and
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
commission  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 such 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 (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.


<PAGE>

          (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 Act 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 a 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 Act and will be  governed by the final
     adjudication of such issue.

                                   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 Harrisburg,  Commonwealth of Pennsylvania, on July 1,
2003.

                              COMMUNITY BANKS, INC.

                    By: /s/  Eddie L. Dunklebarger
                       ---------------------------------------------------------
                    Eddie L. Dunklebarger
                    Chairman of the Board, President and Chief Executive Officer


     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 date indicated.

     Each person whose  signature  appears below also  constitutes  and appoints
Eddie L.  Dunklebarger and Donald F. Holt, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
to execute for him and in his name,  place and stead,  in any and all  capacity,
any or all amendments to this registration  statement and to file the same, with
all exhibits  thereto,  and other  documents in connection  therewith,  with the
Securities and Exchange  Commission,  granting unto such  attorneys-in-fact  and
agents,  and each of them,  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 any of them or their substitute or substitutes, shall or may lawfully
do or cause to be done by virtue hereof.

SIGNATURE                             CAPACITY

/s/ (Donald F. Holt)                  Ex. Vice President and
    ------------------------------
     (Donald F. Holt)                 Chief Financial Officer

/s/ (Ronald E. Boyer)                 Director
    ------------------------------
    (Ronald E. Boyer)


<PAGE>

/s/ (Samuel E. Cooper)                Director
    ------------------------------
    (Samuel E. Cooper)

/s/ (Kenneth L. Deibler)              Director
    ------------------------------
    (Kenneth L. Deibler)

                                      Director
    ------------------------------
    (Peter DeSoto)

/s/ (Thomas W. Long)                  Director
    ------------------------------
    (Thomas W. Long)

/s/ (Donald L. Miller)                Director
    ------------------------------
    (Donald L. Miller)

/s/ (Thomas L. Miller)                Director
    ------------------------------
    (Thomas L. Miller)

/s/ (Earl L. Mummert)                 Director
    ------------------------------
    (Earl L. Mummert)

                                      Director
    ------------------------------
    (Wayne H. Mummert)

/s/ Scott J. Newkam                   Director
    ------------------------------
    (Scott J. Newkam)

/s/ (Robert W. Rissinger)             Director
    ------------------------------
    (Robert W. Rissinger)

/s/ (Allen Shaffer)                   Director
    ------------------------------
    (Allen Shaffer)

/s/ (John W. Taylor, Jr.)             Director
    ------------------------------
    (John W. Taylor, Jr.)


<PAGE>

/s/ (James A. Ulsh)                   Director
    ------------------------------
    (James A. Ulsh)


<PAGE>

Pursuant to the  requirements  of the  Securities  Act of 1933, the trustees (or
other  persons  who  administer  the Plan) have duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Harrisburg,  Commonwealth of Pennsylvania, on July 1,
2003.

                    COMMUNITY BANKS, INC. 401(K) SAVINGS PLAN

                    By: /s/ Richard A. Soulies
                       ------------------------------------------
                                      (Name)
                           Plan Administrator
                       ------------------------------------------
                                      (Title)



                                  Exhibit Index
                                  -------------


Number  Exhibit
------  -------

4.1  Community Banks, Inc. 401(k) Plan.

4.2  The  description  of the  Company's  common stock  (incorporated  herein as
     Exhibit 4.2 by reference to the Company's  registration  statement filed on
     Form 8-A, dated May 13, 2002).

4.3  Rights  Agreement,  dated February 28, 2002, by and between the Corporation
     and  Community  Banks,  incorporated  by  reference  to  Exhibit  1 to  the
     registration  statement on Form 8-A,  filed by the  Corporation on February
     27, 2002.

5    Opinion of Mette, Evans & Woodside re: legality of the securities.

23.1 Consent of Mette, Evans & Woodside (this Exhibit is part of Exhibit 5)

23.2 Consent of PricewaterhouseCoopers LLP

23.3 Consent of Beard Miller Commpany LLP

23.4 Consent of Custer & Custer, P.C.

24   Power of attorney (this Exhibit is part of signature page)
[{"type": "S-8", "sequence": "1", "filename": "s8_reg-statement.txt", "description": "COMMUNITY BANKS, INC FORM S-8", "secsgml_size_bytes": 18912}]
{"company-data": {"conformed-name": "COMMUNITY BANKS INC /PA/", "cik": "0000714710", "assigned-sic": "6021", "irs-number": "232251762", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-106701", "film-number": "03767673"}, "business-address": {"street1": "750 EAST PARK DR", "city": "HRRISBURG", "state": "PA", "zip": "17111", "phone": "7179205803"}, "mail-address": {"street1": "750 EAST PARK DR", "city": "HARRISBURG", "state": "PA", "zip": "17111"}, "former-company": {"former-conformed-name": "UPPER DAUPHIN BANCORP INC", "date-changed": "19850808"}}
-----------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             -----------------------

                              COMMUNITY BANKS, INC.
                              ---------------------
             (Exact Name of Registrant as specified in its charter)

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

              750 EAST PARK DRIVE, HARRISBURG, PENNSYLVANIA, 17111
              ----------------------------------------------------
          (Address of principal executive offices, including zip code)

                        COMMUNITY BANKS, INC. 401(K) PLAN
                        ---------------------------------
                            (Full title of the plan)

                              EDDIE L. DUNKLEBARGER
                         Chairman, President and C.E.O.
                              COMMUNITY BANKS, INC.
                               750 East Park Drive
                         Harrisburg, Pennsylvania 17111
                         -------------------------------
                     (Name and Address of Agent for Service)

                                  (717)920-1698
                                  -------------
         (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------------------------------------
                                                                      Proposed
Title of securities          Amount           Proposed                 maximum
 to be registered             to be        maximum offering       aggregate offering          Amount of
                           Registered 1     price per unit 2            price              registration fee
-------------------------------------------------------------------------------------------------------------
Common Stock,             50,000               $29.26                $1,463,000               $118.36
par value
$5.00 per share
1    Consists  of  shares  of  common  stock  of  Community   Banks  Inc.   (the
     "Corporation")  available for purchase by employees of the  Corporation and
     affiliates  pursuant to the Community Banks, Inc. 401(k) Plan (the "Plan").
     In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933, as
     amended, this registration statement also covers an indeterminate amount of
     interests  to be  offered  or  sold  pursuant  to the  Plan  as  well as an
     indeterminate  number of additional shares which may be necessary to adjust
     the number of shares of common stock of the Corporation  registered  hereby
     as a result of a stock split,  stock dividend or similar  adjustment of the
     outstanding common stock.

2    Estimated solely for the purpose of calculating the registration fee, which
     has  been  calculated   pursuant  to  Rule  457(h)  promulgated  under  the
     Securities Act of 1933, as amended. The proposed maximum offering price per
     share is equal to the average of the highest and lowest  price per share of
     common stock of the  Corporation on the Nasdaq  National Market on June 30,
     2003.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          Information  required by Part I to be contained  in the Section  10(a)
     prospectus  is  omitted  from,  and  is  not  filed  as  a  part  of,  this
     Registration Statement in accordance with Rule 428 under the Securities Act
     of 1933, as amended (the "Securities Act" ). Information  specified in Part
     I of this  Form  S-8  (Items  1 and 2) will be sent or  given  to the  Plan
     participants as specified by Rule 428(b)(1) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents filed by the registrant with the Securities and Exchange
Commission (the "Commission")  pursuant to the Securities  Exchange Act of 1934,
as amended  (the  "Exchange  Act") are  incorporated  in and made a part of this
Registration Statement by reference as of their respective dates:

          (a)  The  Corporation's  Annual Report filed on Form 10-K for the year
               ended  December  31, 2002 and the Plan's  Annual  Report filed on
               Form 11-K for the year ended December 31, 2002;
(b)  The  Corporation's  quarterly  reports filed on Form 10-Q for the
               quarter  ended  March 31,  2003;  and the  Corporation's  current
               reports on Form 8-K,  filed  January 14, 2003,  January 21, 2003,
               February 13, 2003, April 2, 2003, April 17, 2003, May 5, 2003 and
               June 9, 2003.

          (c)  The  description of the  Corporation's  common stock contained in
               the  registration  statement on Form 8-A,  filed on May 13, 2002,
               and any  amendments  or reports filed for the purpose of updating
               such description.

          (d)  All  reports  and  other  documents   hereinafter  filed  by  the
               registrant with the Commission  pursuant to Section 13(a), 13(c),
               14 or  15(d)  of the  Exchange  Act,  prior  to the  filing  of a
               post-effective  amendment  which  indicates  that all  securities
               offered hereby have been sold or which deregisters all securities
               then  remaining  unsold  will be  deemed  to be  incorporated  by
               reference and to be a part hereof from the date of filing of such
               documents.

Any  statement  contained  in  this  Registration  Statement,  or in a  document
incorporated by reference  herein,  shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein, or in any other  subsequently  filed document which also is or
is deemed to be  incorporated by reference  herein,  modifies or supersedes such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

Item 4.  Description Of Securities.

Not applicable.

Item 5.  Interests Of Named Experts And Counsel.

James A. Ulsh, a shareholder in the law firm of Mette,  Evans and Woodside,  the
Company's general counsel, is a voting director of the Corporation.

Item 6.  Indemnification Of Directors And Officers.

     Pennsylvania  law provides that a  Pennsylvania  corporation  may indemnify
directors, officers, employees and agents of the corporation against liabilities
they may incur in such  capacities  for any action  taken or any failure to act,
whether  or not the  corporation  would have the power to  indemnify  the person
under any  provision of law,  unless such action or failure to act is determined
by a court to have constituted recklessness or willful misconduct.  Pennsylvania
law also permits the adoption of a bylaw  amendment,  approved by  shareholders,
providing for the elimination of a director's liability 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 and (2) the breach or
failure to perform constitutes self-dealing, willful misconduct or recklessness.

     The bylaws of the Corporation provide for (1) indemnification of directors,
officers,  employees  and  agents  of the  Corporation  and of any  other  bank,
partnership, joint venture, trust or other enterprise of which officer, employee
or director is serving in such capacity at the request of the  Corporation,  and
(2) the  elimination  of a director's  liability  for monetary  damages,  to the
fullest extent permitted by Pennsylvania law.

     Directors and officers are also insured  against  certain  liabilities  for
their actions, as such, by an insurance policy obtained by the Corporation.
Item 7.  Exemption From Registration Claimed.

Not applicable.

Item 8.  Exhibits.

Reference is made to the exhibit  index that  immediately  precedes the exhibits
filed with this  Registration  Statement.  The  Corporation  will submit (or has
submitted)  the  registrant's  401(k)  plan  and any  amendment  thereto  to the
Internal  Revenue  Service  ("IRS") in a timely manner and has made or will make
all changes required by the IRS in order to qualify the plan.

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 this 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) above do not
apply if the  registration  statement is on Form S-3,  Form S-8 or Form F-3, and
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
commission  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 such 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 (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 Act 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 a 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 Act and will be  governed by the final
     adjudication of such issue.

                                   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 Harrisburg,  Commonwealth of Pennsylvania, on July 1,
2003.

                              COMMUNITY BANKS, INC.

                    By: /s/  Eddie L. Dunklebarger
                       ---------------------------------------------------------
                    Eddie L. Dunklebarger
                    Chairman of the Board, President and Chief Executive Officer

     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 date indicated.

     Each person whose  signature  appears below also  constitutes  and appoints
Eddie L.  Dunklebarger and Donald F. Holt, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
to execute for him and in his name,  place and stead,  in any and all  capacity,
any or all amendments to this registration  statement and to file the same, with
all exhibits  thereto,  and other  documents in connection  therewith,  with the
Securities and Exchange  Commission,  granting unto such  attorneys-in-fact  and
agents,  and each of them,  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 any of them or their substitute or substitutes, shall or may lawfully
do or cause to be done by virtue hereof.

SIGNATURE                             CAPACITY

/s/ (Donald F. Holt)                  Ex. Vice President and
    ------------------------------
     (Donald F. Holt)                 Chief Financial Officer

/s/ (Ronald E. Boyer)                 Director
    ------------------------------
    (Ronald E. Boyer)
/s/ (Samuel E. Cooper)                Director
    ------------------------------
    (Samuel E. Cooper)

/s/ (Kenneth L. Deibler)              Director
    ------------------------------
    (Kenneth L. Deibler)

                                      Director
    ------------------------------
    (Peter DeSoto)

/s/ (Thomas W. Long)                  Director
    ------------------------------
    (Thomas W. Long)

/s/ (Donald L. Miller)                Director
    ------------------------------
    (Donald L. Miller)

/s/ (Thomas L. Miller)                Director
    ------------------------------
    (Thomas L. Miller)

/s/ (Earl L. Mummert)                 Director
    ------------------------------
    (Earl L. Mummert)

                                      Director
    ------------------------------
    (Wayne H. Mummert)

/s/ Scott J. Newkam                   Director
    ------------------------------
    (Scott J. Newkam)

/s/ (Robert W. Rissinger)             Director
    ------------------------------
    (Robert W. Rissinger)

/s/ (Allen Shaffer)                   Director
    ------------------------------
    (Allen Shaffer)

/s/ (John W. Taylor, Jr.)             Director
    ------------------------------
    (John W. Taylor, Jr.)
/s/ (James A. Ulsh)                   Director
    ------------------------------
    (James A. Ulsh)
Pursuant to the  requirements  of the  Securities  Act of 1933, the trustees (or
other  persons  who  administer  the Plan) have duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Harrisburg,  Commonwealth of Pennsylvania, on July 1,
2003.

                    COMMUNITY BANKS, INC. 401(K) SAVINGS PLAN

                    By: /s/ Richard A. Soulies
                       ------------------------------------------
                                      (Name)
                           Plan Administrator
                       ------------------------------------------
                                      (Title)

                                  Exhibit Index
                                  -------------

Number  Exhibit
------  -------

4.1  Community Banks, Inc. 401(k) Plan.

4.2  The  description  of the  Company's  common stock  (incorporated  herein as
     Exhibit 4.2 by reference to the Company's  registration  statement filed on
     Form 8-A, dated May 13, 2002).

4.3  Rights  Agreement,  dated February 28, 2002, by and between the Corporation
     and  Community  Banks,  incorporated  by  reference  to  Exhibit  1 to  the
     registration  statement on Form 8-A,  filed by the  Corporation on February
     27, 2002.

5    Opinion of Mette, Evans & Woodside re: legality of the securities.

23.1 Consent of Mette, Evans & Woodside (this Exhibit is part of Exhibit 5)

23.2 Consent of PricewaterhouseCoopers LLP

23.3 Consent of Beard Miller Commpany LLP

23.4 Consent of Custer & Custer, P.C.

24   Power of attorney (this Exhibit is part of signature page)