1.    

NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

PEOPLESBANK, A CODORUS VALLEY COMPANY, WEALTH MANAGEMENT

2.

CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP*

(a)

(b)

NOT APPLICABLE

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

COMMONWEALTH OF PENNSYLVANIA

5.     

SOLE VOTING POWER

129,737

6.

SHARED VOTING POWER

96,861

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

226,598

9.    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

226,598

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW  (9)  EXCLUDES CERTAIN SHARES*

NOT APPLICABLE

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.48%

12.

TYPE OF REPORTING PERSON*

BK*

Filed by:

PeoplesBank, A Codorus Valley Company, Wealth Management

With:

Securities and Exchange Commission
Washington, D.C. 20549

Calendar Year:     

2010

Covered

Item 1 (a)

Name of Issuer:
Codorus Valley Bancorp, Inc.

Item 1 (b)

Address of Issuer’s Principal Executive Offices:
105 Leader Heights Road
P. O. Box 2887
York, PA 17405-2887

Item 2 (a)

Name of Person Filing:
Stephen M. Altland, Vice President & Senior Trust Administrator
Wealth Management
PeoplesBank, A Codorus Valley Company,

Item 2 (b)

Address of Principal Business Office or, if none, Residence:
105 Leader Heights Road
P. O. Box 2887
York, PA 17405-2887

Item 2 (c)

Citizenship:
Commonwealth of Pennsylvania

Item 2 (d)

Title of Class of Securities:
Common Stock, par value $2.50 per share

Item 2 (e)

Cusip Number:
192-025-10-4

Item 3:

If this statement is filed pursuant to Rule 13d-1 (b), or 13d-2 (b) (c), check whether the person filing is a:

(a) 

____

Broker or dealer registered under Section 15 of the Act.

(b)

XX

Bank as defined in Section 3 (a) (6) of the Act.

(c)

____

Insurance Company as defined in Section 3 (a) (19) of the Act.

(d)

____

Investment Company registered under Section 8 of the Investment Company Act of 1940.

(e)

____

Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).

(f)

____

Employee benefit plan, or endowment fund in accordance with Section 240.13d-1 (b) (1) (ii) (F).

(g)

____

Parent holding company or central person in accordance with Section 240.13d-1(b)(1) (ii) (G).

(h)

____

Savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i)

____

Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940.

(j)

____

Group, in accordance with rule 13d-1(b)(1)(ii)(J).

Item 4

Ownership (as of December 31, 2010):

(a)

Amount Beneficially owned:
226,598 shares of Common Stock, par value $2.50 per share.

(b)

Percent of Class:    5.48%

(c)

Number of Shares as to which such person has:

(i)   Sole power to vote or to direct the vote: 129,737

(ii)  Shared power to vote or to direct the vote: 96,861

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 226,598

Item 5

Ownership of 5% or less of a Class:
Not Applicable

Item 6

Ownership of More than 5% on Behalf of Another Person:
226,598 shares of the Issuer that are “beneficially owned” by PeoplesBank, A Codorus Valley Company are held by PeoplesBank, A Codorus Valley Company, Wealth Management in its fiduciary capacity. 

Item 7

Identification and Classification of the Subsidiary, which acquired the security being reported on by the parent holding company:

Not Applicable

Item 8

Identification and Classification of Members of the Group:
Not Applicable

Item 9

Notice of Dissolution of Group:
Not Applicable

Item 10

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

/s/ Stephen M. Altland

Date:     2/7/2011

Stephen M. Altland
Vice President & Senior Trust Administrator
PeoplesBank, A Codorus Valley Company
Wealth Management  
105 Leader Heights Road
York, PA 17403