UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K/A


(Amendment
No. 1)





x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
fiscal year endedDecember
31, 2008


or


o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the
transition period from _____________________ to __________________





Commission
file number 000-1449794





Embassy
      Bancorp, Inc.(Exact
      name of registrant as specified in its
charter)





Pennsylvania
                  26-3339011(State
      of incorporation)
                  (I.R.S.
      Employer Identification No.)One
      Hundred Gateway Drive, Suite 100
                    Bethlehem,
      PA
                  18017(Address
      of principal executive offices)
                  (Zip
      Code)





(610)
      882-8800(Issuer’s
      Telephone Number)





Securities
registered under Section 12(b) of the Exchange Act:





None
              None(Title
      of each class)
              (Name
      of each exchange on which
registered)





Securities
registered under section 12(g) of the Exchange Act:





Common
Stock, Par Value $1.00 per share





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of The Securities Act. Yes o   No
x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act.      Yes
o   No
x





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to filing requirements for the
past 90 days.      Yes x  No
o







Table of Contents





Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K x.





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b2 of the
Exchange Act.


Large
      accelerated filer o
              Accelerated
      filer oNon-accelerated
      filer o
              Smaller
      reporting company x


(Do not
check if a smaller reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 or the Exchange Act.)


Yes o  No
x





The
aggregate market value of the registrant’s common stock held by non-affiliates
at June 30, 2008, the registrant’s most recently completed second fiscal
quarter, was $43,471,850.








APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS





Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) the Securities Exchange Act of
1934 subsequent to the distribution of securities under a plan confirmed by a
court.


Yes o  No
o        
Not
applicable.





(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)


Indicate
the number of shares outstanding of each of the registrant’s classes of common
equity, as of the latest practicable date:


COMMON
STOCK


Number
      of shares outstanding as of March 26, 2009
              ($1
      Par Value)
              6,892,420(Title
      Class)
              (Outstanding
      Shares)








DOCUMENTS
INCORPORATED BY REFERENCE





None.





Table of Contents





EXPLANATORY
NOTE








The
purpose of this Annual Report on Form 10-K/A is to amend Part III, Items 10
through 13 of our Annual Report on Form 10-K for the year ended December 31,
2008, which was filed with the Securities and Exchange Commission (the "SEC") on
March 31, 2009 (the "2008 10-K"), to include information previously omitted from
the 2008 10-K in reliance on General Instruction G to Form 10-K, which provides
that registrants may incorporate by reference certain information from a
definitive proxy statement filed with the SEC within 120 days after the end of
the fiscal year. As a result of the Company’s decision to propose in its
proxy statement an amendment to the Company’s articles of incorporation for
consideration by its shareholders, the Company's definitive proxy statement will
not be filed before April 30, 2009 (i.e., within 120 days after the end of the
Company's 2008 fiscal year) pursuant to Regulation 14A. The reference on the
cover of the Annual Report on Form 10-K to the incorporation by reference of the
registrant's definitive proxy statement into Part III of the Annual Report is
hereby deleted.





For
purposes of this Annual Report on Form 10-K/A, and in accordance with Rule
12b-15 under the Exchange Act, Items 10 through 13 of our 2008 10-K have been
amended and restated in their entirety. Except as stated herein, this Form
10-K/A does not reflect events occurring after the filing of the Form 10-K on
March 31, 2009 and no attempt has been made in this Annual Report on Form 10-K/A
to modify or update other disclosures as presented in the 2008
10-K. Accordingly, this Form 10-K/A should be read in conjunction with our
filings with the SEC subsequent to the filing of the Form 10-K.





In
addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), new certifications by our principal executive
officer and principal financial officer are filed as exhibits to this Annual
Report on Form 10-K/A.










TABLE OF
CONTENTS





PageItem
      No.
                
                No.PART
      IIIItem
      10.
                Directors, Executive Officers and Corporate
      Governance
                1Item
      11.
                Executive Compensation
                5Item
      12.
                Security Ownership of Certain Beneficial Owners
      and Management and Related Stockholder Matters
                9Item
      13.
                Certain Relationships and Related Transactions,
      and Director Independence
                12Signatures








Table of Contents





PART III





ITEM  10.
            DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.





Pursuant
to the Pennsylvania Business Corporation Law of 1988, as amended, and the
Company’s Bylaws, the business of the Company is managed under the direction of
the Board of Directors.  Members of the Board are kept informed of the
Company’s business through discussions with the CEO and other Executive
Officers, by reviewing materials provided to them, and by participation in
meetings of the Board and its committees.





BOARD
OF DIRECTORS





The
Company’s Bylaws provide that the Company’s business shall be managed by a Board
of Directors of not less than five and not more than 25 Directors, who shall
hold office for a three year term or until their successors are duly elected and
qualified.  Pursuant to the Bylaws, the Board of Directors is divided
into three Classes: Class 1, Class 2 and Class 3, with each class serving a
staggered, three year term of office and being as nearly equal in number as
possible.





As
previously reported by the Company, current Class 2 Director Frederic C. Jacobs,
Esquire, has notified the Company that he will not stand for re-election at this
year’s Annual Meeting of Shareholders.  Accordingly, his term will
expire at the conclusion of the Annual Meeting and the total number of Directors
of the Company will be reduced from twelve to eleven.  Mr. Jacobs has
served as a Director since the organization of the Bank and the Company, and his
refusal to stand for re-election is a result of his relocation to Florida,
rather than any disagreement with management or the Board.





INFORMATION
AS TO DIRECTORS





The
following individuals currently serve on the Company’s Board of Directors for a
term of three years and until their successors are duly elected and take
office.





CLASS
2 DIRECTORS


(Terms
expiring in 2009)





John
G. Englesson, 55


Mr.
Englesson is currently a Principal in zAxis, an advisory business assisting
business leaders in transitioning their business practices to make better
business decisions, as well as a Principal in Dynamatrics, LLC. He has served in
a number of executive management positions, as well as on several boards of
emerging technology businesses.  He was one of the principal owners of
Chadwick Telecommunications Corporation. Mr. Englesson volunteers his time with
numerous community organizations, including the Mayor of Allentown’s Transition
Team as the Chair of the Community and Economic Development Committee and the
Allentown Economic Development Corporation as a Board Member.  He has
also served the Bethlehem Economic Development Corporation as its President, the
Lehigh Valley Economic Development Corporation as its Chair, the Rotary Club of
Bethlehem as its President, and the American Hellenic Educational Progressive
Association as its President.





Elmer
D. Gates, Chairman, 79


Mr. Gates
has served as the non-executive Chairman of Embassy Bancorp, Inc. since its
inception. He has requested to no longer serve in the capacity as Chairman of
the Board, and accepted the role of lead Director of Embassy Bancorp, Inc.,
effective immediately following the annual meeting. Mr. Gates was formerly
Chairman, President and Chief Executive Officer of Fuller Company which
manufactures and sells equipment worldwide used in the mineral processing, pulp,
cement, plastics and chemical industries.  He was a founding director
of Ambassador Bank, a board member of the Lehigh Valley Bank, and a member of
the U.S. Export-Import Bank Advisory Committee.  He is a past DeSales
University Trustee and a current board member of the Lehigh Valley Partnership,
a civic improvement agency. Mr. Gates is a member of the Advisory Board of DBSI,
a disaster recovery company.





1
 Table of Contents





M.
Bernadette Holland, CFP, 52


Ms.
Holland is First Vice President-Wealth Management and Portfolio Manager with
Janney Montgomery Scott LLC and is a Certified Financial Planner. She is a past
President of the Bethlehem Rotary Club and a Paul Harris Fellow.





Fredric
C. Jacobs, 68


For more
than 37 years, Mr. Jacobs has been engaged in the private practice of law,
concentrating in the areas of federal and state taxation, securities, banking
and corporation law, and business transactions.  Prior to his private
practice, Mr. Jacobs served as an attorney with the United States Securities and
Exchange Commission in Washington, D.C.





CLASS
1 DIRECTORS


(Terms
expiring in 2011)





Frank
Banko, 90


Mr. Banko
is President of Warren Distributing Co. of Flanders and Trenton, New Jersey, a
wholesale distributor, and owner of Banko Real Estate Co., a real estate holding
company with holdings in Pennsylvania, New Jersey and New York.  He is
the founder of Banko Business Enterprises, a family-owned and operated trucking
and distribution business with nine distribution centers employing approximately
700 persons.  He is a director of the Boys Club of Bethlehem and past
Chairman of the Goodfellows Club, Bethlehem, Pennsylvania.  Mr. Banko
is a director of the Allentown Fair.





Geoffrey
F. Boyer, CFP, 64


Mr. Boyer
is a Certified Financial Planner with more than 35 years of experience in
financial planning, investments, insurance and banking.   Mr.
Boyer is a graduate, former board member and President of Leadership Lehigh
Valley and has been named to Who’s Who in Finance and Industry.  He
formerly served on the Board and as President of the Greater Lehigh Valley Small
Business Council and previously served with his wife as co-Chair of the Lehigh
Valley Red Cross Clara Barton Society.  Mr. Boyer is currently
President of Boyer Financial Group and serves as an officer or director of
several local small businesses and charitable endeavors.





John
P. Brew, Jr., 53


Mr. Brew
began his career in financial services in 1976 at L. F. Rothschild, where his
work centered on community banks.  During his subsequent tenure with
Smith Barney, Mr. Brew started the Bank Advisory Group and dealt with hundreds
of community banks nationwide.  Mr. Brew has also served as principal
of Investment Management Services for First National Bank of Bath and
Pennsylvania Independent Bank.  At present, Mr. Brew is Chairman,
President and CEO of BNK Advisory Group, Inc., and Chief Bank Strategist of
m.rae, which advises community banks on achieving strategic
goals.  Mr. Brew is a nationally recognized speaker and author on
community banking topics. He has co-authored the Financial Managers Society
investment book for community banks and The Art of Strategic Planning for the
Committed Community Bank Director.





Robert
(“Bert”) P. Daday, 78


Mr. Daday
is a public utility executive and is currently serving PPL Corporation as
special assistant to the president for community affairs.  He was
formerly economic, development and community service manager for
PPL.  He has participated on the boards of such organizations as the
Lehigh Valley Partnership, Lehigh Valley International Airport, Lehigh Valley
Economic Development Corporation, Lehigh Valley Business Education Partnership,
and the Commonwealth of Pennsylvania State Transportation
Commission.





2
 Table of Contents




CLASS
3 DIRECTORS


(Terms
expiring in 2010)





Bernard
M. Lesavoy, 50


Mr.
Lesavoy is an attorney and holds a Masters Degree in Business Administration as
well as a law degree.  He has been practicing law in the
Lehigh Valley since 1987.  He is currently a member of Lesavoy
Butz & Seitz LLC and heads the firm’s Corporate and Real Estate
Departments.  Mr. Lesavoy concentrates his practice in business,
corporate, real estate, business succession, and estate planning
matters.  Mr. Lesavoy previously served on the advisory council of
Ambassador Bank.  His community involvement includes service on the
board of the Greater Lehigh Valley Chamber of Commerce, the Bar Association of
Lehigh County, and the South Whitehall Township Zoning Hearing
Board.





David
M. Lobach, Jr. Vice Chairman, 59


Mr.
Lobach is the President, Chief Executive Officer, and Vice Chairman of the
Company. He began his banking career in 1971. He was Executive Vice President
and Chief Operating Officer of Ambassador Bank.  During his 19-year
tenure with First Valley Bank prior thereto, Mr. Lobach oversaw such areas as
private banking, commercial services, corporate business development, consumer
lending functions, and holding company activities.  Mr. Lobach is
currently Chairman of the Board of St. Luke’s Hospital, Allentown.  He
is past vice chairman of Eastern States BankCard Association, Visa Division and
has served the Lehigh Valley community as a volunteer on the boards of such
organizations as Junior Achievement, Boys and Girls Club, and the Girl
Scouts.





John
C. Pittman, 59


Mr.
Pittman is a photo manufacturing executive.  He was a member of the
advisory council of Ambassador Bank.  Mr. Pittman is currently the
owner and Chief Executive Officer of John C. Pittman/Sport Stars, Inc., an
international photo manufacturing company specializing in the youth activities
market.  Prior to founding his photographic business, Mr. Pittman
served as an educator in the fields of science and photography.  Mr.
Pittman speaks regularly to middle school students and is a member of the
Amusement Ride Safety Board as an appointee of Governor Ridge and a member of
the United States Selective Service System Appeal Board for the Commonwealth of
PA.





John
T. Yurconic, 41


Mr.
Yurconic is the President of the John Yurconic Agency, a local insurance,
vehicle registration and drivers license services agency with 12 locations in
Lehigh, Northampton, Schuylkill, Berks and Carbon counties. He began his
insurance career in 1989 after graduating from Lafayette College. Mr.
Yurconic currently serves on the board of Synergy Holdings Corp., a workmen’s
compensation specialist insurance company, PA Messenger Services, Inc. (Title N
Go), a software solutions corporation and Keystone Capital Investors, LLC, an
investors group. Mr. Yurconic has also served on the advisory council of
Ambassador Bank. He is an executive board member for the Minsi Trail Council of
the Boys Scouts of America and also serves on the boards of the Weller Health
Education Center, and the Allentown Symphony.





All of
the Directors have served as such since the organization of the Company in 2008
and all have served as Directors of the Bank since its inception in 2001, with
the exception of Messrs. Banko (2002) and Yurconic (2007).





3
 Table of Contents





Audit
Committee





The Audit
Committee of the Company’s Board of Directors met three times during 2008, and
operates pursuant to a written charter, a copy of which is attached
hereto.  The Audit Committee of both the Company and the Bank is
comprised of the same members, such individuals being the following Directors:
Messrs. Boyer (Chairman), Brew, Englesson, Pittman, Yurconic, and Ms.
Holland.  Each member of the Audit Committee is independent as
determined under Rule 4200(a)(15) of the NASDAQ Stock Market.





The Audit
Committee is charged with providing assistance to the Board in fulfilling its
responsibilities to the shareholders in the areas of financial controls and
reporting.  Principally, these responsibilities entail assessing the
effectiveness of the internal control system over financial reporting, reviewing
adherence to policies and procedures and assuring the safeguarding of all
Company assets and the accuracy of the Company’s financial statements and
reports.  In so doing, it is the responsibility of the Audit Committee
to monitor and maintain the lines of communications between the Board of
Directors, external auditors, internal auditors and the senior management
of the Company.  The external auditor shall be ultimately accountable
to the Audit Committee. Additionally, the Company’s independent registered
public accounting firm has unrestricted access to the Audit
Committee.





The Board
of Directors has determined that Mr. Brew is an “audit committee financial
expert” as defined in Securities and Exchange Commission Regulation S-K, by
reason that, based upon Mr. Brew’s over thirty years’ experience in the
investment and financial services industry and advising community banks, he has:
an understanding of generally accepted accounting principles and financial
statements; the ability to assess the general application of such principles in
connection with accounting for estimates, accruals and reserves; an
understanding of internal controls and procedures for financial reporting; and
understanding of audit committee functions; and experience analyzing and
evaluating financial statements presenting a breadth and level of
complexity of accounting issues that are generally comparable to the breadth and
complexity of issues that can reasonably be expected to be raised by the
Company’s financial statements.  For further information regarding Mr.
Brew, see “Class 1 Directors – John P. Brew, Jr.” on page 2.





INFORMATION
AS TO EXECUTIVE OFFICERS





David
M. Lobach, Jr., 59


See
profile set forth above under the heading “Class 3 Directors”.





Judith
A. Hunsicker, 48


Ms.
Hunsicker is the Sr. Executive Vice President and Chief Operating and Financial
Officer of the Company and the Bank, serving in such capacity since the
organization of the respective entities. She began her banking career in
1980.  She was most recently a member of the senior management team of
Lafayette Ambassador Bank and formerly Vice President and Chief Financial
Officer of Ambassador Bank.  Prior thereto, she was an Assistant Vice
President/Commercial Services at First Valley Bank.  She is a Member
of the Home Ownership Counseling Program of the Community Action Committee of
the Lehigh Valley, the Lehigh Valley Coalition of Affordable Housing, the Lehigh
Valley Community Land Trust, and she serves as an officer and Board Member for
the Neighborhood Housing Services of the Lehigh Valley, New Bethany Ministries
and Skills, USA.  She was previously a Trustee or volunteer with such
organizations as the YMCA, Minsi Trails Council of the Boy Scouts of America,
and Junior Achievement of the Lehigh Valley.





4
 Table of Contents





James
A. Bartholomew, 55


Mr.
Bartholomew serves as Executive Vice President of the Company and the Bank, as
well as Senior Lending Officer of the Bank.  He began his banking
career in 1974.  Prior to joining the Bank at its inception on
November, 2001, he was a Senior Vice President and Territory Sales Manager with
PNC Bank (1992 to 2001), a Division Manager of Bank of Pennsylvania (1989 to
1992) and held various positions leading to Vice President at First Valley Bank
(1974 to 1989).  He is presently Chairman of the Board of Lehigh
Valley Economic Development Corporation.  He has previously
served as a Foundation Board Member at Bethlehem Catholic High School
and Northampton Community College. He also served on the boards of the
Allentown Boys Club and Hispanic American Organization.





CODE
OF CONDUCT (ETHICS)





The Board
of Directors has adopted a Code of Conduct (Ethics) governing the Company’s
Directors, executive officers and employees as required by the Sarbanes-Oxley
Act and regulations adopted by the Securities and Exchange Commission
thereunder.  The Code of Conduct governs such matters as
conflicts of interest and use of corporate opportunity, financial reporting,
violation of the Company’s policies, and the like.  A copy of the Code
of Conduct has been filed as an exhibit to the Company’s Annual Report on Form
10-K for the year ended December 31, 2008 filed with the Securities and Exchange
Commission.





SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE





Based on
our records, we believe that during 2008 our Directors and Executive Officers
timely filed all reports required under Section 16(a) of the Securities Exchange
Act of 1934, as amended.





ITEM11.
            EXECUTIVE
      COMPENSATION.





The table
below sets forth the compensation awarded to, earned by, or paid to each of the
Executive Officers for the year ended December 31, 2008 and the prior fiscal
year. While employed, executives are entitled to base salary, participation in
the executive compensation programs identified in the tables below, and other
benefits common to all members.





Summary
Compensation Table





Name and Principal Position
                      
                      Year
                      
                      Salary ($)
                      
                      
                      Bonus ($)
                      
                      
                      Option Awards ($)(1)
                      
                      
                      Non-qualified Deferred Compensation Earnings ($)
                      
                      
                      All Other Compensation
    ($)(2)
                      
                      
                      Total ($)David
      M. Lobach
                      
                      2008
                      
                      $
                      292,600
                      
                      
                      $
                      55,000
                      
                      
                      $
                      -
                      
                      
                      $
                      121,786
                      
                      
                      $
                      22,700
                      
                      
                      $
                      492,086CEO,
      President and
                      
                      2007
                      
                      $
                      280,000
                      
                      
                      $
                      45,000
                      
                      
                      $
                      -
                      
                      
                      $
                      62,888
                      
                      
                      $
                      19,092
                      
                      
                      $
                      406,980Vice
      Chairman
                      
                      2006
                      
                      $
                      240,000
                      
                      
                      $
                      50,000
                      
                      
                      $
                      -
                      
                      
                      $
                      58,776
                      
                      
                      $
                      17,548
                      
                      
                      $
                      366,324Judith
      A. Hunsicker
                      
                      2008
                      
                      $
                      198,550
                      
                      
                      $
                      35,000
                      
                      
                      $
                      -
                      
                      
                      $
                      16,638
                      
                      
                      $
                      8,392
                      
                      
                      $
                      258,580COO,  CFO
      and
                      
                      2007
                      
                      $
                      190,000
                      
                      
                      $
                      27,000
                      
                      
                      $
                      -
                      
                      
                      $
                      8,851
                      
                      
                      $
                      8,050
                      
                      
                      $
                      233,901Senior
      Executive VP
                      
                      2006
                      
                      $
                      165,000
                      
                      
                      $
                      30,000
                      
                      
                      $
                      -
                      
                      
                      $
                      8,272
                      
                      
                      $
                      7,050
                      
                      
                      $
                      210,322James
      R. Bartholomew
                      
                      2008
                      
                      $
                      156,750
                      
                      
                      $
                      25,000
                      
                      
                      $
                      -
                      
                      
                      $
                      16,664
                      
                      
                      $
                      2,916
                      
                      
                      $
                      201,330Executive
      Vice President
                      
                      2007
                      
                      $
                      150,000
                      
                      
                      $
                      16,150
                      
                      
                      $
                      -
                      
                      
                      $
                      7,639
                      
                      
                      $
                      2,190
                      
                      
                      $
                      175,979&
      SLO
                      
                      2006
                      
                      $
                      135,000
                      
                      
                      $
                      19,000
                      
                      
                      $
                      -
                      
                      
                      $
                      5,444
                      
                      
                      $
                      1,967
                      
                      
                      $
                      161,411





There
have been no stock awards or Non-equity Incentive Plan compensation since the
Bank's inception.





(1)
There was no fair value expense accrued by the Bank for stock options vesting
during 2006, 2007 or 2008 with respect to  the Statement of Financial
Accounting Standards (SFAS) 123R as set forth in Note 1 to the Financial
Statements included in Embassy's Form 10-KSB  for the year ended
December 31, 2006.





(2)
Includes Deferred Salary Savings Plan (401 (k)) company matching contributions,
life insurance premiums, vehicle allowance, and personal use of company
vehicle.





5
 Table of Contents





The
current salaries of the executive officers are: Mr. Lobach $322,600; Ms.
Hunsicker $216,550 and Mr. Bartholomew $169,750.





In 2003,
the Bank adopted a 401(k) Plan for all of its employees, including the above
Executive Officers.  The Plan provides that the Bank will contribute
50% of the contribution made by each employee, with the Bank’s contribution not
to exceed 4% of compensation.  The Bank’s contribution to each of the
Executive Officers is included in the table above in the column titled “All
Other Compensation”.





In
addition to the above described compensation, Executive Officers of the Company,
as well as all other employees of the Company and the Bank, receive a benefit
package consisting of hospitalization and health insurance coverage, optical and
dental coverage, disability benefits and life insurance in the amount of two
times annual salary in the event of death while employed. The Executive Officers
each have employment agreements and Supplement Executive Retirement Plans, as
outlined below under “Agreements with Executive Officers.”





The
following table sets forth information concerning the grant and exercise of
stock options awarded to the Company’s Executive Officers. None of the Executive
Officers has exercised any of their stock options. Stock options were not
awarded in 2006, 2007 or 2008. There have been no unearned equity incentive plan
option awards since the Company's inception.





6
 Table of Contents





Outstanding
Equity Awards at Fiscal Year End


As of
12-31-08





Option
      AwardsName
      and Principal Position
                                                                  
                                                                  Year
                                                                  
                                                                  Number
      of Securities Underlying Unexercised Options (#)
    Exercisable
                                                                  
                                                                  
                                                                  Number
      of Securities Underlying Unexercised Options (#)
    Unexercisable
                                                                  
                                                                  
                                                                  Option
      Exercise Price
                                                                    ($)
                                                                  
                                                                  Option
      Expiration DateDavid
      M. Lobach
                                                                  
                                                                  2005
                                                                  
                                                                  
                                                                  12,799
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  10.00
                                                                  
                                                                  12/29/14CEO,
      President and
                                                                  
                                                                  2004
                                                                  
                                                                  
                                                                  12,107
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  6.40
                                                                  
                                                                  12/31/13Vice
      Chairman
                                                                  
                                                                  2003
                                                                  
                                                                  
                                                                  8,944
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  3.91
                                                                  
                                                                  12/31/122003
                                                                  
                                                                  
                                                                  5,062
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  3.91
                                                                  
                                                                  09/19/122002
                                                                  
                                                                  
                                                                  8,179
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  3.91
                                                                  
                                                                  12/31/112002
                                                                  
                                                                  
                                                                  17,929
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  2.84
                                                                  
                                                                  05/17/112001
                                                                  
                                                                  
                                                                  253,119
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  2.84
                                                                  
                                                                  12/31/10Total
                                                                  
                                                                  
                                                                  318,139
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  3.34Judith
      A. Hunsicker
                                                                  
                                                                  2005
                                                                  
                                                                  
                                                                  8,640
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  10.00
                                                                  
                                                                  12/29/14COO,  CFO
      and
                                                                  
                                                                  2004
                                                                  
                                                                  
                                                                  7,545
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  6.40
                                                                  
                                                                  12/31/13Senior
      Executive VP
                                                                  
                                                                  2003
                                                                  
                                                                  
                                                                  6,132
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  3.91
                                                                  
                                                                  12/31/122003
                                                                  
                                                                  
                                                                  3,655
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  3.91
                                                                  
                                                                  09/19/122002
                                                                  
                                                                  
                                                                  5,692
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  3.91
                                                                  
                                                                  12/31/112001
                                                                  
                                                                  
                                                                  10,894
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  2.84
                                                                  
                                                                  12/31/10Total
                                                                  
                                                                  
                                                                  42,558
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  5.31James
      R. Bartholomew
                                                                  
                                                                  2005
                                                                  
                                                                  
                                                                  4,500
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  10.00
                                                                  
                                                                  12/29/14Executive
      Vice President
                                                                  
                                                                  2004
                                                                  
                                                                  
                                                                  3,750
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  6.40
                                                                  
                                                                  12/31/13&
      SLO
                                                                  
                                                                  2003
                                                                  
                                                                  
                                                                  2,250
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  3.91
                                                                  
                                                                  09/19/122002
                                                                  
                                                                  
                                                                  2,319
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  3.91
                                                                  
                                                                  10/18/112001
                                                                  
                                                                  
                                                                  1,405
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  2.84
                                                                  
                                                                  12/31/10Total
                                                                  
                                                                  
                                                                  14,224
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  6.39





(1) There
have been no stock awards since the Bank's inception.




The
Company does not currently have any non-qualified contributory deferred
compensation plans available to the Executive Officers.





AGREEMENTS
WITH EXECUTIVE OFFICERS





Employment
Agreements





The Bank
has an Employment Agreement, dated January 2006, with David M. Lobach, Jr., who
is President and Chief Executive Officer of the Company and the Bank. The
agreement provides for perpetual employment until Mr. Lobach reaches the age of
seventy, unless terminated for “cause” or otherwise as outlined in the
agreement.  Mr. Lobach currently receives an annual salary of
$322,600, plus a bonus which shall not exceed 30% of his salary, as may be
awarded by the Board of Directors.  Mr. Lobach’s salary may be
adjusted as mutually agreed by Mr. Lobach and the Bank. Mr. Lobach’s contract
further provides for the potential annual award of stock options with market
value not to exceed 30% of his salary. Mr. Lobach’s contract also provides that
in the event his employment terminates as a result of a change in control of the
Company or Bank, he will receive 500% of his base salary and bonus in five
annual payments and his health and other fringe benefits shall be continued for
five years, in exchange for restrictive covenants which prohibit him from
entering into business relationships which infringe on the operation of the
Bank.  See “Change in Control Provisions” below.





7
 Table of Contents





The Bank
has an Employment Agreement, dated January 2006, with Judith A. Hunsicker, who
is Sr. Executive Vice President, Chief Operating and Financial Officer of the
Company and the Bank. The agreement provides for perpetual employment until Ms.
Hunsicker reaches the age of seventy, unless terminated for “cause” or otherwise
as outlined in the agreement.  Ms. Hunsicker currently receives an
annual salary of $216,550, plus a bonus which shall not exceed 30% of her
salary, as may be awarded by the Board of Directors.  Ms. Hunsicker’s
salary may be adjusted as mutually agreed by Ms. Hunsicker and the Bank. Ms.
Hunsicker’s contract further provides for the potential annual award of stock
options with market value not to exceed 30% of her salary. Ms. Hunsicker’s
contract also provides that in the event her employment terminates as a result
of a change in control of the Company or Bank, she will receive 500% of her base
salary and bonus in five annual payments and her health and other fringe
benefits shall be continued for five years, in exchange for restrictive
covenants which prohibit her from entering into business relationships which
infringe on the operation of the Bank.  See “Change in Control
Provisions” below.





Mr.
Bartholomew’s revised employment agreement with the Bank, dated February 2009,
provides for a three year term with successive one year extensions, and at such
salary and bonuses as shall be agreed by Mr. Bartholomew and the Bank. Mr.
Bartholomew currently receives an annual salary of $169,750 and a bonus as may
be awarded by the Board of Directors. Mr. Bartholomew’s contract also provides
that in the event his employment terminates as a result of a change in control
of the Company or Bank, he will receive 300% of his base salary in a lump sum
and his health and other fringe benefits shall be continued for one year, in
exchange for restrictive covenants which prohibit him from entering into
business relationships which infringe on the operation of the
Bank.  See “Change in Control Provisions” below.





Mr.
Lobach and Ms. Hunsicker’s employment agreements are automatically renewed, in
perpetuity, until the age of 70, unless (1) earlier terminated by the Bank for
cause, (2) by voluntary resignation or disability of the executive, (3) upon
written notice from the Board of Directors for any other reason, with such
termination effective five years from the date of notice, or (4) under the
change in control provisions discussed below. Mr. Bartholomew’s employment
agreement is for a three year term beginning February 2009, and thereafter
automatically continues such that there is never less than three years remaining
in the agreement, unless terminated upon prior notice.





Because
potential payments to be made to the foregoing executives in connection with a
change in control of the Company exceed 2.99 times such executive’s annual
salary, in the event such payments are made, the Internal Revenue Code and
regulations promulgated thereunder provide that the excess amount would not be
deductible by the Company.





Supplemental
Executive Retirement Plans





The Bank
has entered into Supplemental Executive Retirement Plan agreements (“SERPs”)
with Messrs. Lobach, Bartholomew and Ms. Hunsicker, which provide for the
payment of benefits upon retirement.  Benefits accrue through a normal
retirement age of 65.  Currently, the SERPs provide for the Bank’s
annual payment of $140,000 to Mr. Lobach; $85,000 to Ms. Hunsicker; and $45,000
to Mr. Bartholomew, payable upon retirement after the individual reaches age 65.
Lesser benefits are provided for retirement prior to age 65.





8
 Table of Contents





Change
in Control Provisions





The
aforementioned employment agreements and SERPs with Executive Officers all
include change-in-control clauses which are designed to (1) assure the
continuity of executive management during a threatened takeover; and (2) ensure
executive management is able to objectively evaluate any change in control
proposal and act in the best interests of shareholders during a possible
acquisition, merger or combination. The Bank designed the agreements to be part
of a competitive compensation package, thereby aiding in attracting and
retaining top quality executives





For
purposes of the employment agreements and SERPs, “change in control” is defined
to mean that any “person” or “group”, within the meaning of Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Act”), has
become the “beneficial owner”, as defined in Rule 13d-3 under the Act, of 20% or
more of the then outstanding voting securities of the Company.





With
respect to Mr. Lobach and Ms. Hunsicker’s employment agreements, the executive
is entitled to certain benefits if, at any time within two years after the
change in control, any of the following triggering events occurs: (1) employment
is terminated by the Bank for any reason other than cause or disability of the
executive; (2) employment is terminated by the executive for his/her reason; or
(3) with respect to Ms. Hunsicker’s agreement, in the event of change of
management of the Company or Bank.





With
respect to Mr. Bartholomew’s employment agreement, the executive is entitled to
certain benefits if, at any time within one year after the change in control,
any of the following triggering events occurs: (1) if he is discharged or
resigns because the duties, position or title are materially changed, or (2) if
he is relocated 50 miles beyond 512 & 22 in Bethlehem, PA.





When a
triggering event occurs following a change in control, Mr. Lobach and Ms.
Hunsicker would be entitled to five times the sum of the executive’s annual base
salary plus bonus, payable in five annual installments beginning on the
effective date of resignation or termination, as well as health and other fringe
benefits for a period of five years, and Mr. Bartholomew would be entitled to
receive three times the sum of the executive’s annual base salary in one lump
sum, payable within one year following the effective date of resignation or
termination. Mr. Bartholomew would also receive health and other fringe benefits
for one year.





With
respect to the SERP agreements, the executive is entitled to certain benefits
if, at any time within two years after the change in control, the employee’s
employment with the Bank is involuntarily terminated.





ITEM 12.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS.





The
following table, as of April 15, 2009, indicates the stock ownership and stock
options outstanding and exercisable held by (1) those persons known by the
Company to own in excess of 5% of the outstanding shares of the Company, (2) by
the Directors of the Company, (3) by the Executive Officers of the Company, and
(4) by all Directors and Executive Officers as a group. Accordingly, the
ownership percentages reflected below are based upon a total of 7,699,365 shares
(including 6,892,420 shares that were issued and outstanding as of April 15,
2009, together with an additional 806,945 shares subject to unexercised, but
vested, stock options held by the individuals identified in the table
below).  The shares reflected in the foregoing table include shares
owned by the spouses of such persons and minor children (or trusts for their
benefit) occupying the same household, as well as shares proportionately owned
through Red Bird Associates, LLC, a real estate holding company owned by the
indicated Directors and Ms. Hunsicker.  Beneficial ownership may be
disclaimed as to certain of these shares.





9
 Table of Contents





Beneficial
Ownership of Directors and Executive Officers





Name
                                    
                                    Address
                                    
                                    Capacity
                                    
                                    Shares
      of
                                      Common Stock
                                      Beneficially
                                      Owned at
                                      4-15-09*
                                    
                                    
                                    
                                    %
                                      Ownership**Elmer
      D. Gates
                                    
                                    840
      Yorkshire Road, Bethlehem, PA
                                    
                                    Director,
      Non-Executive Chairman of
      the Board and 5% Owner
                                    
                                    656,045
                                    
                                    (1)
                                    
                                    8.52%David
      M. Lobach, Jr.
                                    
                                    6932
      Kings Hwy S., Zionsville, PA
                                    
                                    Director, 5% Owner
      and Chief
      Executive Officer
                                    
                                    513,925
                                    
                                    (2)
                                    
                                    6.67%Judith
      A. Hunsicker
                                    
                                    328
      West Street, Bethlehem, PA
                                    
                                    Sr. Executive VP,
      Chief Operating &
      Chief Financial Officer
                                    
                                    63,091
                                    
                                    (3)
                                    
                                    0.82%James
      R. Bartholomew
                                    
                                    4519
      Virginia Drive, Bethlehem, PA
                                    
                                    Executive VP Commercial
      Lending
                                    
                                    31,803
                                    
                                    (4)
                                    
                                    0.41%Frank
      Banko
                                    
                                    950
      N. West End Blvd, Quakertown, PA
                                    
                                    Director
      and 5% Owner
                                    
                                    490,954
                                    
                                    (5)
                                    
                                    6.38%John
      P. Brew
                                    
                                    1605 Valley Center
      Pkwy., Suite 140
                                      Bethlehem,
      PA
                                    
                                    Director
      and 5% Owner
                                    
                                    434,617
                                    
                                    (6)
                                    
                                    5.64%Geoffrey
      F. Boyer
                                    
                                    5845
      Stag Drive, Emmaus, PA
                                    
                                    Director
                                    
                                    101,254
                                    
                                    (7)
                                    
                                    1.32%Robert
      P. Daday
                                    
                                    1448
      Colesville Road, Bethlehem, PA
                                    
                                    Director
                                    
                                    58,176
                                    
                                    (8)
                                    
                                    0.76%John
      G. Englesson
                                    
                                    5341
      Aberdene Street, Center Valley, PA
                                    
                                    Director
                                    
                                    108,327
                                    
                                    (9)
                                    
                                    1.41%M.
      Bernadette Holland
                                    
                                    505
      Edgeboro Blvd, Bethlehem, PA
                                    
                                    Director
                                    
                                    117,394
                                    
                                    (10)
                                    
                                    1.52%Fredric
      C. Jacobs
                                    
                                    240
      S. Pineapple Ave, Suite 700, Sarasota FL
                                    
                                    Director
                                    
                                    186,650
                                    
                                    (11)
                                    
                                    2.42%Bernard
      M. Lesavoy
                                    
                                    3581
      Sturbridge Place, Allentown, PA
                                    
                                    Director
                                    
                                    154,946
                                    
                                    (12)
                                    
                                    2.01%John
      C. Pittman
                                    
                                    2874
      Buena Vista Drive, Bath PA
                                    
                                    Director
      and 5% Owner
                                    
                                    415,946
                                    
                                    (13)
                                    
                                    5.40%John
      T. Yurconic
                                    
                                    3037
      Fairfield Drive, Allentown, PA
                                    
                                    Director
                                    
                                    17,374
                                    
                                    (14)
                                    
                                    0.23%Total
                                    
                                    3,350,502
                                    
                                    
                                    
                                    43.52%




10
 Table of Contents





Beneficial
Ownership of Directors and Executive Officers (continued)





*  The
shares "Beneficially owned" may include shares owned by or for, among others,
the spouse and/or minor children of the individuals and any other relative who
has the same home as such individuals, as well as shares proportionately owned
through Red Bird Associates, LLC, a real estate holding company owned by the
indicated Directors and Ms. Hunsicker.





** The
percentage ownership of beneficially owned shares of common stock include total
commons stock outstanding and total outstanding options currently
exercisable.





(1)
Includes 272,711 shares held in a revocable trust, 218,781 shares held as
trustee of the spouse's revocable trust, and 22,095 shares held in a Family
Foundation. Also includes  136,225 shares which may be acquired by the
exercise of vested stock options.





(2)
Includes 44,397 shares held by spouse, 188 shares held jointly with son, and 618
shares held by Red Bird Associates. Also includes  318,139 shares
which may be acquired by the exercise of vested stock options.





(3)
Includes 51 shares held jointly with spouse, 51 shares held as custodian under
UGMA, and 40 shares held by Red Bird Associates. Also includes 42,558 shares
which may be acquired by the exercise of vested stock options.





(4)
Includes 14,224 shares which may be acquired by the exercise of vested stock
options.





(5)
Includes 14,501 shares held as co-trustee of a formal trust and 1,925 shares
held by Red Bird Associates. Also includes 19,001 shares which may be acquired
by the exercise of vested stock options.





(6)
Includes 102,440 shares that are held by Harleysville National Bank, and 53,000
held by Mr. Gates. Also includes 4,939 shares which may be acquired by the
exercise of vested stock options.





(7)
Includes 5,276 shares held by spouse, 11,864 shares held as custodian under
UGMA, and 206 shares held by Red Bird Associates. Also includes 27,641 shares
which may be acquired by the exercise of vested stock options.





(8)
Includes 29,990 shares held jointly with spouse and 545 shares held by Red Bird
Associates. Also includes 27,641 shares which may be acquired by the exercise of
vested stock options.





(9)
Includes 3,516 shares held by spouse,  2,753 shares held by spouse as
custodian under UGMA, and 618 shares held by Red Bird Associates. Also includes
22,773 shares which may be acquired by the exercise of vested stock
options.





(10)
Includes 47,391 shares held by spouse and 4,203 shares held by spouse as
custodian under UGMA. Also includes 27,641 shares which may be acquired by the
exercise of vested stock options.





(11)
Includes 3,198 shares held jointly with spouse and 618 shares held by Red Bird
Associates. Also includes 57,911 shares which may be acquired by the exercise of
vested stock options.





(12)
Includes 59,088 shares held jointly with spouse, 2,564 shares held by
spouse,  21,969 held as custodian under UGMA, and 412 shares held by
Red Bird Associates.  Also includes 27,641 shares which may be
acquired by the exercise of vested stock options.





(13)
Includes 5,555 shares held by spouse, 150 shares held by spouse as custodian
under UGMA, and 618 shares held by Red Bird Associates. Also includes 80,611
shares which may be acquired by the exercise of vested stock
options.





(14) All
Shares held jointly with spouse.








EMBASSY
BANCORP, INC. OPTION PLAN





In
connection with the reorganization of the Bank into a bank holding company
structure, the Company assumed the Embassy Bank 2001 Option Plan (the “2001
Option Plan”), pursuant to which 1,518,750 shares of the Company’s common stock
are reserved for issuance.  All options granted under the 2001 Option
Plan are granted at fair market value on the date of grant and for terms of up
to ten (10) years.  The purpose of the 2001 Option Plan is to enable
the Company to attract and retain qualified persons as directors, officers and
employees of the Company.  For their services and efforts in
organizing the Bank during the 15 month period prior to its opening for business
and in consideration of the “risk”
subscriptions by the original founding Directors to cover the organizational and
pre-opening expenses of the Bank, each of the founding Directors was issued
nine-year options under the 2001 Option Plan, including Mr.
Lobach.  In addition, each non-employee Director, with the exception
of Mr. Yurconic, received the following additional options for his or her
services as such and for his or her services on the various committees of the
Board:





Year
                        
                        Number
      of Options
                        
                        
                        Exercise
      Price ($)2003
                        
                        
                        2,109
                        
                        
                        $
                        3.912004
                        
                        
                        1,405
                        
                        
                        
                        6.402005
                        
                        
                        1,425
                        
                        
                        
                        10.00




11
 Table of Contents





The
remaining options held by the Directors, other than Mr. Lobach (see the above
table titled “Outstanding Equity Awards at Fiscal Year End” for information
pertaining to Mr. Lobach), are exercisable at $2.84 per share.  The
total number of options currently outstanding and exercisable and held by each
Director is included in the table above titled “Beneficial Ownership of
Directors and Executive Officers”.  In addition to the options held by
Directors and Executive Officers of the Company, options have been granted to
various employees of the Company under the terms and for the purposes set forth
in the 2001 Option Plan. In total, options for the purchase of 909,674 shares
are outstanding at April 15, 2009 under the 2001 Option Plan at a weighted
average exercise price of $3.79 per share.





No
options were granted under the 2001 Option Plan in 2006, 2007 or
2008.





ITEM 13.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE.





CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS





The Board
of Directors of the Company has instituted a policy in connection with
extensions of credit by the Bank to any director, officer or employee of the
Company or Bank, or to any business entity in which a director, officer or
employee of the Company or Bank has a direct or indirect
interest.  These extensions of credit shall only be made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with unrelated persons, and
in the opinion of management do not involve more than the normal risk of
collection or present other unfavorable features.  At December 31,
2008, total loans and commitments of approximately $7,044,000 were outstanding
to our executive officers, directors, and their affiliated businesses, which
represented approximately 23.19% of our shareholders’ equity at such
date.





In
January 2003, an investment group, Red Bird Associates, LLC, comprised of
related parties of the Company, including Mr. Lobach, Ms. Hunsicker and each
Director with the exception of Messrs. Gates, Yurconic, and Ms. Holland,
purchased the office building in which the principal offices of the Bank and
Company are located.  The purchase was subject to the existing leases
of all tenants occupying space in the building, including the
Bank.  The previous owner of the building was unrelated to the
Company, the Bank or any of the Directors.  The lease terms for the
Bank’s lease were negotiated at arm’s length with the former owner in the year
2000 and are comparable to the terms for similar space in the Lehigh Valley
area.  The remaining term of the lease, including extension options,
is 29 years.  By lease amendment dated January 1, 2005, the Bank
leased 4,349 square feet of additional space on the second floor of the
building for the remaining term of the existing lease under lease terms
comparable to the terms for similar space in the Lehigh Valley area. The
investment group received rents for the Gateway Drive location totaling $255,968
during 2008 and the Bank has an outstanding lease commitment to pay $935,575
over the remaining term of the lease.  The investment group also
purchased 5,600 shares of stock (as adjusted for the three-for-two stock split
of October 2007) during the 2007 offering at the same price offered to the
public.





In March
2006, the Bank entered into a lease agreement for 2,918 square feet of first
floor office space with Mr. Frank Banko, a Class 1 Director, for the purpose of
opening a branch at 925 W. Broad St. in Bethlehem. The Bank obtained a third
party evaluation of the market rent for the space and believes that the rental
terms are fair, reasonable and comparable to the terms for similar space in the
Lehigh Valley area. During 2008, the Bank paid $45,000 for payment to Mr. Banko
for rent of the West Broad St., Bethlehem, location and the Bank has an
outstanding lease commitment to pay $345,000 over the remaining term of the
lease.





12
 Table of Contents





DIRECTOR
INDEPENDENCE





All but
two members of the Board of Directors are independent as determined under Rule
4200(a)(15) of the NASDAQ Stock Market.  Mr. Lobach, President and CEO
of the Company, and Bernard Lesavoy, Esquire, who provides legal services to the
Company, cannot be considered independent of management or any other
relationship with the Company.





No
Director of the Company is a Director of any other company registered under
Section 12 of the Securities Exchange Act of 1934 or is a “reporting company”
under such Act.





13
 Table of Contents





SIGNATURES





Pursuant
to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed in its behalf by
the undersigned, thereunto duly authorized.








EMBASSY
BANCORP, INC.








Dated:
      April 28, 2009
                        By
                        /s/ David M. Lobach Jr.David
      M. Lobach, Jr.President
      and Chief Executive OfficerDated:
      April 28, 2009
                        By
                        /s/Judith
      A.HunsickerJudith
      A. HunsickerSenior
      Executive Vice President, Chief OperatingOfficer,
      Secretary and Chief Financial
Officer






14