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

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                        Date of Report - October 20, 2004

                          CODORUS VALLEY BANCORP, INC.
                          ----------------------------
             (Exact name of registrant as specified in its charter)

           Pennsylvania              0-15536                    23-2428543
           ------------              -------                    ----------
           (State or other           (Commission File           (IRS Employer
           jurisdiction of           Number)                    Number)
           of incorporation)

      105 Leader Heights Road
      P.O. Box 2887
      York, Pennsylvania                                        17405-2887
      ------------------                                        ----------
      (Address of principal executive offices)                  (Zip code)

                                  717-747-1519
                                  ------------
               (Registrant's telephone number including area code)

                                       N/A
                                       ---
             (Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.133-4(c))


         Page 1 of 5 sequentially numbered pages in manually signed copy
                          Exhibit Index found on page 3


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                          CODORUS VALLEY BANCORP, INC.
                                    FORM 8-K


Section 2 - Financial Information

     ITEM 2.02  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

    (a) On October 19, 2004, Codorus Valley Bancorp, Inc. (Codorus Valley)
    issued a Press Release, attached as Exhibit 99, announcing the declaration
    of a quarterly cash dividend and the results of operations, in summary form,
    for the period ended September 30, 2004, compared to the period ended
    September 30, 2003.



Section 9 - Financial Statements and Exhibits.

   ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

          (c)  Exhibits.

          No.      Description
          ---      -----------
          99       Press release of Codorus Valley Bancorp, Inc., dated
                   October 19, 2004.


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                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                  Codorus Valley Bancorp, Inc.
                                                          (Registrant)


Date:  October 20, 2004                        /s/ Larry J. Miller
                                               -------------------
                                               Larry J. Miller
                                               President and Chief
                                               Executive Officer
                                               (Principal Executive Officer)









                                  EXHIBIT INDEX


                                                              Page Number
Exhibit                                             In Manually Signed Original
-------                                             ---------------------------
                                              
   99      Press release of Codorus Valley
           Bancorp, Inc., dated October 19, 2004.                   4



                                       3