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 - April 18, 2005

                          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


                                       1



                          CODORUS VALLEY BANCORP, INC.
                                    FORM 8-K


Section 2 - Financial Information

      ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

      (a) On April 15, 2005, Codorus Valley Bancorp, Inc. (Codorus Valley)
      issued a Press Release, attached as Exhibit 99, announcing the declaration
      of a quarterly cash dividend, a 5% stock dividend, and the results of
      operations, in summary form, for the period ended March 31, 2005, compared
      to the period ended March 31, 2004.

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 April 15,
                  2005.



                                       2



                                   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:  April 18, 2005                           /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 April 15, 2005.                                           4



                                       3