SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-Q/A
                                 Amendment No. 1

       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES

                              EXCHANGE ACT OF 1934


                       For the Quarter Ended June 30, 2003

                                   No. 0-15786
                            (Commission File Number)

                              COMMUNITY BANKS, INC.
                              --------------------
             (Exact Name of Registrant as Specified in its Charter)


     PENNSYLVANIA                                             23-2251762
------------------------                               ------------------------
(State of Incorporation)                               (IRS Employer ID Number)



750 East Park Dr., Harrisburg, PA                              17111
------------------------------------------               ------------------
(Address of Principal Executive Offices)                     (Zip Code)

                                 (717) 920-1698
                                 --------------
                         (Registrant's Telephone Number)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 12, 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 such  filing
requirements for the past 90 days. YES  X    NO
                                      -----    -----


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). YES  X   NO
                                               -----   -----

                Number of shares outstanding as of July 31, 2003

CAPITAL STOCK-COMMON                                       9,640,000
--------------------                                  --------------------
(Title of Class)                                      (Outstanding Shares)


<PAGE>


EXPLANATORY NOTE:
-----------------

     This Form 10-Q/A is being filed to include  the  certifications  under Rule
13a-14(a)/15d-14(a) effective pursuant to rules promulgated under the Securities
Exchange Act of 1934, as amended, effective as of August 14, 2003. Our Form 10-Q
filed on August 14, 2003  inadvertently  included,  as  Exhibits  31.1 and 31.2,
certification  forms in effect prior to August 14, 2003.  Modified Exhibits 31.1
and 31.2 with current signatures and dating are included in this Form 10-Q/A.



                           PART II - OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K
-----------------------------------------

 (a)     Exhibits
 ----------------

 3(i)     Amended  Articles  of  Incorporation  (Incorporated  by  reference  to
          Exhibit 3.1, attached to Registrant's  registration on Form 8-A, filed
          on May 13, 2002)
 3(ii)    Amended By-Laws (Incorporated by reference to Exhibit 3.2, attached to
          Community's  Quarterly Report on Form 10-Q for the quarter ended March
          31, 2003)
 4        Instruments  defining  the  rights  of the  holders  of trust  capital
          securities and sold by Community in December 2002 are not attached, as
          the  amount of such  securities  is less than 10% of the  consolidated
          assets of Community and its subsidiaries,  and the securities have not
          been   registered.   Community   agrees  to  provide  copies  of  such
          instruments to the SEC upon request.
 10.1     2000  Directors'  Stock  Option  Plan,  incorporated  by  reference to
          Exhibit 4 to  Community's  registration  on Form S-8, filed on May 17,
          2000  (Incorporated by reference to Exhibit 10.1 to Community's Annual
          Report on Form 10-K for the year ended  December 31, 2002,  filed with
          the Commission on March 28, 2003)
 10.2     1998 Long-Term Incentive Plan,  incorporated by reference to Exhibit 4
          to   Community's   registration   on  Form  S-8,  filed  on  June  18,
          1998(Incorporated  by reference to Exhibit 10.2 to Community's  Annual
          Report on Form 10-K for the year ended  December 31, 2002,  filed with
          the Commission on March 28, 2003)
 10.3     Form  of  Stock  Option   Agreement  -  Directors  Stock  Option  Plan
          (Incorporated  by  reference  to Exhibit  10.3 to  Community's  Annual
          Report on Form 10-K for the year ended  December 31, 2002,  filed with
          the Commission on March 28, 2003)
 10.4     Form  of  Stock   Option   Agreement   -  Long-Term   Incentive   Plan
          (Incorporated  by  reference  to Exhibit  10.4 to  Community's  Annual
          Report on Form 10-K for the year ended  December 31, 2002,  filed with
          the Commission on March 28, 2003)
 10.5     Employment  Agreement  of  Eddie  L.  Dunklebarger   (Incorporated  by
          reference to Exhibit 10.5 to  Community's  Annual  Report on Form 10-K
          for the year ended  December 31, 2002,  filed with the  Commission  on
          March 28, 2003)
 10.6     Employment  Agreement of Donald F. Holt  (Incorporated by reference to
          Exhibit 10.6 to  Community's  Annual  Report on Form 10-K for the year
          ended December 31, 2002, filed with the Commission on March 28, 2003)
 10.7     Employment  Agreement,  and  amendment  thereto,  of Robert W.  Lawley
          (Incorporated  by  reference  to Exhibit  10.7 to  Community's  Annual
          Report on Form 10-K for the year ended  December 31, 2002,  filed with
          the Commission on March 28, 2003)
 10.8     Employment  Agreement,  and  amendment  thereto,  of  Anthony  N.  Leo
          (Incorporated  by  reference  to Exhibit  10.8 to  Community's  Annual
          Report on Form 10-K for the year ended  December 31, 2002,  filed with
          the Commission on March 28, 2003)
 10.9     Employment  Agreement,  and amendment  thereto,  of Jeffrey M. Seibert
          (Incorporated  by  reference  to Exhibit  10.9 to  Community's  Annual
          Report on Form 10-K for the year ended  December 31, 2002,  filed with
          the Commission on March 28, 2003)


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<PAGE>

COMMUNITY BANKS, INC. AND SUBSIDIARIES


PART II - Item 6.   Exhibits and Reports on Form 8-K - (a) Exhibits (Continued)
--------------------------------------------------------------------------------


 10.10    Salary  Continuation  Agreement,  and amendment  thereto,  of Eddie L.
          Dunklebarger   (Incorporated   by  reference   to  Exhibit   10.10  to
          Community's Annual Report on Form 10-K for the year ended December 31,
          2002, filed with the Commission on March 28, 2003)
 10.11    Salary  Continuation  Agreement,  and amendment thereto,  of Robert W.
          Lawley  (Incorporated  by  reference to Exhibit  10.11 to  Community's
          Annual Report on Form 10-K for the year ended December 31, 2002, filed
          with the Commission on March 28, 2003)
 10.12    Salary  Continuation  Agreement,  and amendment thereto, of Anthony N.
          Leo (Incorporated by reference to Exhibit 10.12 to Community's  Annual
          Report on Form 10-K for the year ended  December 31, 2002,  filed with
          the Commission on March 28, 2003)
 10.13    Salary  Continuation  Agreement,  and amendment thereto, of Jeffrey M.
          Seibert  (Incorporated  by reference to Exhibit  10.13 to  Community's
          Annual Report on Form 10-K for the year ended December 31, 2002, filed
          with the Commission on March 28, 2003)
 10.14    Rights Agreement  between  Community Banks,  Inc. and Community Banks,
          dated  February  28, 2002,  incorporated  by reference to Exhibit 1 to
          Community's registration on Form 8-A, filed on February 27, 2002
 10.15    Community  Banks,  Inc.  401(k) Plan  (Incorporated  by  reference  to
          Exhibit 10.15 to  Community's  Annual Report on Form 10-K for the year
          ended December 31, 2002,  filed with the Commission on March 28, 2003)
          31.1 Rule 13a-14(a)/15d-14(a)  Certification (Chief Executive Officer)
          (Amended)
 31.2     Rule  13a-14(a)/15d-14(a)   Certification  (Chief  Financial  Officer)
          (Amended)
 32.1     Section 1350 Certification (Chief Executive Officer)
 32.2     Section 1350 Certification (Chief Financial Officer)



(b)     Reports on Form 8-K
----------------------------

     Registrant filed the following reports on Form 8-K during the quarter ended
     June 30, 2003:


Report Dated April 17, 2003
---------------------------
   Registrant announced its earnings for the period ended March 31, 2003.

Report Dated May 1, 2003
------------------------
     Registrant announced the declaration of a second quarter dividend.
     Registrant also reported that its annual shareholders'  meeting was held on
     May 1, 2003.

Report Dated June 4, 2003
-------------------------
     Registrant engaged Beard Miller Company LLP as its independent  accountant,
     replacing PricewaterhouseCoopers LLP.


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<PAGE>

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

                              COMMUNITY BANKS, INC.
                                  (Registrant)

Date     September 12, 2003                       /s/ Eddie L. Dunklebarger
    -------------------------------               ----------------------------
                                                      Eddie L. Dunklebarger
                                                      Chairman and President
                                                    (Chief Executive Officer)




Date     September 12, 2003                       /s/ Donald F. Holt
    -------------------------------               ------------------------------
                                                      Donald F. Holt
                                                     Executive Vice President
                                                    (Chief Financial Officer)



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