Exhibit 14


                              COMMUNITY BANKS, INC.
                                 CODE OF ETHICS
                                     FOR THE
               CHIEF EXECUTIVE OFFICER AND FINANCIAL PROFESSIONALS


     This  Code  of  Ethics  for  the  Chief  Executive  Officer  and  Financial
Professionals is applicable to the Corporation's chief executive officer,  chief
financial officer,  principal  accounting  officer,  and other designated senior
officers.  It is designed to deter  wrongdoing and promote  certain goals deemed
vital to the integrity of the Corporation.  Community Banks,  Inc. expects these
officers  to avoid  conflicts  of  interest,  the  appearance  of  conflicts  of
interest,  and any  violations  of  fiduciary  responsibilities  and duties.  In
addition,  they are expected to adhere to the highest  standards of professional
and  personal  integrity  and  comply  with  all  applicable  laws,  rules,  and
regulations. Specifically, the Corporation requires adherence to:

     Honest and ethical  conduct,  including  the ethical  handling of actual or
     apparent   conflicts  of  interest   between   personal  and   professional
     relationships.

     Full, fair, accurate,  timely, and understandable disclosure in reports and
     documents  that  Community  Banks,  Inc.  files  with,  or submits  to, the
     Securities and Exchange  Commission and other regulators and in other other
     public communications made by the Corporation.

     Compliance with applicable governmental laws, rules, and regulations.

     Reasonable measures to protect the confidentiality of the Corporation's and
     its customers' non-public information.

     Prohibition from taking any action, direct or indirect, to fraudulently
     coerce, influence, mislead, or manipulate the Corporation's internal
     auditors, regulators, or independent public accountants.

     Prompt internal reporting of violations of this code to the Corporation's
     Audit Committee as well as a senior representative of the Corporation's
     independent public accountants.

     Accountability for compliance with this code. Failure to observe the terms
     of this Code of Ethics could result in disciplinary action to include
     termination of employment as well as violations of law and may result in
     civil and criminal penalties.


     This  Code of  Ethics is  intended  to  supplement  and not  replace  other
     policies relating to code of conduct.

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Community Banks, Inc. Code of Ethics, Continued
-----------------------------------------------


Personal  Commitment  to  Community  Banks,  Inc.  Code of Ethics  for the Chief
     Executive Officer and Financial Professionals


     I acknowledge  that I have read and fully  understand the Community  Banks,
Inc. Code of Ethics for the Chief Executive Officer and Financial Professionals.
I understand that this does not constitute an employment contract.




     Signature of Chief Executive Officer:       /S/  Eddie L. Dunklebarger
                                                ---------------------------

                                    Date :      December 18, 2003
                                                -----------------


     Signature of Chief Financial Officer:      /S/  Donald F. Holt
                                                -------------------

                                    Date :      December 18, 2003
                                                -----------------

     Signature of Principal Accounting Officer: /S/  Donald F. Holt
                                                -------------------

                                    Date :      December 18, 2003
                                                -----------------

     Signature(s) of Other Senior Officer(s):   /S/ Jeffrey M. Seibert
                                                ----------------------

                                    Date :      December 22, 2003
                                                -----------------

                                                /S/  Robert W. Lawley
                                                ---------------------

                                    Date :      December 23, 2003
                                                -----------------

                                                /S/  Anthony N. Leo
                                                -------------------

                                    Date :      December 29, 2003
                                                -----------------



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