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 (Date of earliest event reported) -- May 8, 2007

                          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 240.13e-4(c))



                          CODORUS VALLEY BANCORP, INC.
                                    FORM 8-K

ITEM 5.03   AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
            FISCAL YEAR.

      (a)   On May 8, 2007, the Board of Directors of Codorus Valley Bancorp,
            Inc., by a majority vote, approved amendments to, Article 25,
            Section 25.1 and Article 26, Section 26.1 of the Bylaws of Codorus
            Valley Bancorp, Inc. A complete copy of the amended Bylaws is
            attached as Exhibit 3(ii).



ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

      (d)   Exhibits.



No.      Description
---      -----------
      
3(ii)    Amended Bylaws of Codorus Valley Bancorp Inc.




                                   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: May 8, 2007                      /s/ Larry J. Miller
-----------------                      ----------------------------------------
                                       Larry J. Miller
                                       President and Chief Executive Officer
                                       (Principal Executive Officer)

                                  EXHIBIT INDEX



Exhibit
-------
        
 3(ii)     Amended Bylaws of Codorus Valley Bancorp, Inc.