SECURITIES AND EXCHANGE COMMISSION
                                         
                             Washington, D.C.  20549
                                         
                                    FORM 10-Q
                                         
    QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
                                         
                                     OF 1934
                                         
                                         
                       For the Quarter Ended March 31, 1997
                                         
                                         
                                   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)
   
          
          150 Market Street, Millersburg, PA                 17061         
      (Address of Principal Executive Offices)              (Zip Code)
                                         
                                         
                                  (717) 692-4781           
                         (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     
   
                Number of Shares Outstanding as of March 31, 1997.
                                         
      CAPITAL STOCK-COMMON                                    3,029,090      
       (Title of Class)                                 (Outstanding Shares)
   
   
   
   
   
   
     
                     COMMUNITY BANKS, INC. and SUBSIDIARIES
                                        
                                   Index 10-Q
                                        
     
     Part I
     
     Financial Information.............................................1
     
     Consolidated Balance Sheets.......................................2
     
     Consolidated Statements of Income.................................3
     
     Consolidated Statements of Cash Flows.............................4
     
     Notes to Consolidated Financial Statements........................5-8
     
     Management's Discussion and Analysis of Financial
        Condition and Results of Operation.............................9-11
     
     
     
     Part II
     
     Other information and Signatures..................................12
     
     
     
     
     
     
     
     
     
     
     
                         PART I - FINANCIAL INFORMATION
                                        
                     COMMUNITY BANKS, INC. and SUBSIDIARIES
                                        
                                        
     The following financial information sets forth the operations of
     Community Banks, Inc. and Subsidiaries for the three month periods
     ending March 31, 1997 and 1996.
     
     
     In the opinion of management, the following Consolidated Balance
     Sheets and related Consolidated Statements of Income and Cash Flows
     reflect all adjustments (consisting of normal recurring accrual
     adjustments) necessary to present fairly the financial position and
     results of operations for such periods.
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
                                             
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
                                       -1-
     
     




   Community Banks, Inc. and Subsidiaries
   CONSOLIDATED BALANCE SHEETS
   (unaudited)
   (dollars in thousands except per share data)
   
                                              
                                                March 31,         December 31,
                                                  1997                1996    
                                               
                                   
   ASSETS                     
   
   Cash and due from banks...................     $ 15,795         $ 16,547
   Interest-bearing time deposits in other 
      banks..................................          670            1,397
   Investment securities, available for sale
      (market value).........................      144,637          145,446
   Loans.....................................      261,369          261,976
   Less:  Unearned income....................      (11,747)         (11,965)
          Allowance for loan losses..........       (2,930)          (2,798)
          Net loans..........................      246,692          247,213 
   Premises and equipment, net...............        8,134            7,848
   Goodwill..................................        1,087            1,147
   Other real estate owned...................          467              351
   Loans held for sale.......................        3,188            4,622
   Accrued interest receivable and other         
      assets.................................        7,711            7,947
    
      Total assets...........................     $428,381         $432,518 
                                                  ========         ========
   
   LIABILITIES
   
   Deposits:
      Demand.................................     $ 25,886         $ 27,345
      Savings................................      155,446          150,369
      Time...................................      152,880          152,615
      Time in denominations of $100,000 or
       more..................................       13,664           12,927  
      Total deposits.........................      347,876          343,256
   Short-term borrowings.....................        3,806           13,217 
   Long-term debt............................       25,000           25,000
   Accrued interest payable and other 
      liabilities............................        3,339            3,306
      
      Total liabilities......................      380,021          384,779
   
   
   STOCKHOLDERS' EQUITY
   
   Preferred stock, no par value; 500,000
      shares authorized; no shares issued
      and outstanding........................        ---              ---
   Common stock-$5.00 par value; 5,000,000
      shares authorized; 3,050,013 and
      2,888,088 shares issued in 1997 and
      1996, respectively.....................       15,250           14,440
   Surplus...................................       17,800           13,716
   Retained earnings.........................       16,052           19,743
   Net unrealized gain (loss) on investment 
    securities available for sale, net of tax         (321)             261  
   Less:  Treasury stock of 20,923 and 19,927 
      shares, respectively, at cost..........         (421)            (421) 
      Total stockholders' equity.............       48,360           47,739 
      Total liabilities and stockholders'
       equity................................     $428,381         $432,518
                                                  ========         ========
   
   
   
   The accompanying notes are an integral part of the consolidated financial
   statements.
                                    
                                     -2-
   


   Community Banks, Inc. and Subsidiaries
   CONSOLIDATED STATEMENTS OF INCOME
   (unaudited)
   (dollars in thousands except per share data)
   
   
                                                        Three Months Ended 
                                                             March 31,     
                                                          1997       1996  
   Interest income:
   Interest and fees on loans.................      $    5,788   $    5,529
   Interest and dividends on investment 
    securities:
        Taxable...............................           1,921        1,359
        Exempt from federal income tax........             384          442
   Fed funds interest.........................              15           81
   Other interest income......................              19           12
        Total interest income.................           8,127        7,423
   
   Interest expense:
   Interest on deposits:  
        Savings...............................             795          760
        Time..................................           2,018        2,053
        Time in denominations of $100,000 or
         more.................................             179          155
   Interest on short-term borrowings and
    long-term debt............................             242          114
   Fed funds purchased and repo interest......             201          ---
        Total interest expense................           3,435        3,082
        Net interest income...................           4,692        4,341
   Provision for loan losses..................             240          202
        Net interest income after provision 
         for loan losses......................           4,452        4,139
   
   Other income:
        Trust department income...............              71           67
        Service charges on deposit accounts...             241          220
        Other service charges, commissions
         and fees.............................              56           45
        Investment security gains ............             296          147
        Income on insurance premiums..........             144          133
        Gains on mortgage sales...............              40          ---
        Other income..........................             109           32
             Total other income...............             957          644
   Other expenses:
        Salaries and employee benefits........           1,541        1,507
        Net occupancy expense.................             512          471
        Operating expense of insurance
          subsidiary..........................             130           87
        Other operating expense...............             951          975
             Total other expense..............           3,134        3,040
             Income before income taxes.......           2,275        1,743
   Provision for income taxes.................             651          397
             Net income.......................      $    1,624   $    1,346
                                                    ==========   ==========
   Average number of fully diluted shares         
    outstanding...............................       3,078,051    3,042,744
                                                    ==========    =========   
   Earnings per share: 
      Primary.................................      $      .54   $      .45
      Fully diluted...........................      $      .53   $      .44
   Dividends paid per share...................      $      .20   $      .17
   
   Per share data has been adjusted to reflect stock dividends.
   
   
   The accompanying notes are an integral part of the consolidated financial 
   statements.
                                       -3-      
   
   
   
   Community Banks, Inc. and Subsidiaries
   CONSOLIDATED STATEMENTS OF CASH FLOWS
   (unaudited)
   (dollars in thousands)
   
                                                          Three Months Ended
                                                                March 31,   
                                                            1997       1996   
   
   
   Operating Activities:
      Net income......................................   $ 1,624      $ 1,346 
      Adjustments to reconcile net income to net
       cash provided by operating activities:
         Provision for loan losses....................       240          202
         Provision for depreciation and amortization..       261          225
         Amortization of goodwill.....................        60           60
         Investment security gains....................      (296)        (147)
         Loans originated for sale....................       (89)        (304) 
         Proceeds from sales of loans.................     1,563          ---
         Gains on mortgage sales......................       (40)         ---
         Decrease (increase) in other assets..........       401         (205)
         Increase (decrease) in accrued interest 
          payable and other liabilities...............       169         (181)  
           Net cash provided by operating activities..     3,893          996  
   
   Investing Activities:
      Net decrease (increase) in interest-bearing time                    
       deposits in other banks........................       727        (595)
      Proceeds from sales of investment           
       securities.....................................     8,854          408
      Proceeds from maturities of investment 
       securities.....................................     6,087        4,920
      Purchases of investment securities..............   (14,719)      (8,140) 
      Net decrease (increase) in total loans..........       165       (3,129)
      Purchases of premises and equipment.............      (547)        (481)
           Net cash used by investing activities......       567       (7,017)
   Financing Activities:
      Net increase in total deposits..................     4,620       11,881  
      Net increase (decrease) in short-term borrowings    (9,411)        (209)
      Cash dividends..................................      (630)        (526)
      Proceeds from issuance of common stock..........       209           41
      Purchases of treasury stock.....................       ---          --- 
           Net cash provided by financing activities..    (5,212)      11,187
       
           Increase (decrease) in cash and cash
            equivalents...............................      (752)       5,166
            
            
   Cash and cash equivalents at beginning of period...    16,547       17,085
   Cash and cash equivalents at end of period.........   $15,795      $22,251 
                                                         =======      =======
   
   
   
   
   The accompanying notes are an integral part of the consolidated financial
   statements.
   
                                      -4-      
   
   
   
   
   
   
                                           
   Community Banks, Inc. and Subsidiaries
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   (unaudited)
   (dollars in thousands)
                                          
   
   1.  Accounting Policies
             The information contained in this report is unaudited and is
   subject to future adjustments. However, in the opinion of management, the
   information reflects all adjustments necessary for a fair statement of
   results for the three month periods ended March 31,1997 and 1996.
   
             The accounting policies of Community Banks, Inc. and subsidiaries,
   as applied in the consolidated interim financial statements presented herein,
   are substantially the same as those followed on an annual basis as presented
   on page 9 of the 1996 Annual Report to shareholders.  
   
             In February, 1997, the Financial Accounting Standards Board issued
   Statement of Financial Accounting Standards No. 128, "Earnings Per Share"
   ("SFAS 128"). SFAS 128 established standards for computing and presenting
   earnings per share and applies to entities with publicly held common stock or
   potential common stock. SFAS 128 simplifies the standards for cumputing
   earnings per share previously found in APB Opinion No. 15, "Earnings Per
   Share," by replacing the presentation of primary earnings per share with a
   presentation of basic earnings per share. It also requires dual presentation
   of basic and diluted earnings per share on the face of the income statement
   for all entities with complex capital structures.
   
             SFAS 128 is effective for financial statements issued for periods
   ending after December 15, 1997, including interim periods. Earlier
   application is not permitted; however, restatement of all prior-period
   earnings per share data is required upon adoption. The impact of adoption of
   SFAS 128 on the Corporation's earnings per share data is immaterial.
   Community Banks, Inc. currently reports primary earnings per share and
   diluted earnings per share on its Consolidated Statements of Income.  
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
                                   -5-
   
   
   
   
   
   
   2.  Investment Securities
            The amortized cost and estimated market values of investment
   securities at March 31, 1997 and December 31, 1996, were as follows:
   
   
                                                           1997
                                                           
                                                                                
                                                                  Estimated
                                                Amortized           Market
                                                  Cost              Value  
   
   U.S. Treasury securities and obligations
    of U.S. government corporations and
     agencies...............................    $ 34,842          $ 34,637
   Mortgage-backed U.S. government 
    agencies................................      72,807            71,467
   Obligations of states and political
    subdivisions............................      32,320            32,381
   Corporate securities.....................       1,014             1,018  
   Equity securities........................       4,141             5,134 
         Total..............................    $145,124          $144,637 
                                                ========          ======== 
   
   
                                                           1996
                                                                          
   U.S. Treasury securities and obligations 
    of U.S. government corporations and
     agencies...............................    $ 40,267          $ 40,432
   Mortgage-backed U.S. government 
    agencies................................      69,837            68,528
   Obligations of states and political
    subdivisions............................      30,496            30,958
   Corporate securities.....................       1,101             1,123   
   Equity securities........................       3,349             4,405
         Total..............................    $145,050          $145,446
                                                ========          ======== 
                                        
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
                                       -6-           
   
                                       





                                      

   
   
   
   
   3.  Allowance for loan losses
            Changes in the allowance for loan losses are as follows:
   
                                         Three months ended    Year Ended
                                              March 31,        December 31,
                                                1997               1996     
   
   Balance, January 1..................       $2,798               $2,574
   Provision for loan losses...........          240                1,042
   Loan charge-offs....................         (193)              (1,296)
   Recoveries..........................           85                  478
   
   Balance, March 31, 1997 and 
    December 31, 1996 .................       $2,930               $2,798
                                              ======               ======
   
                   NONPERFORMING LOANS (a) AND OTHER REAL ESTATE
   
                                              March 31,          December 31,
                                                1997                 1996     
   
   Loans past due 90 days or more
    and still accruing interest:
      Commercial, financial and 
       agricultural...................            ---               $   20
      Mortgages.......................         $  613                  547
      Personal installment............            193                  189
      Other...........................              4                   11
                                                  810                  767
   
   Loans renegotiated with the borrowers         NONE                 NONE
   
   Loans on which accrual of interest
    has been discontinued:
      Commercial, financial and
       agricultural....................           720                  723 
      Mortgages........................         1,876                1,904 
      Other............................           241                  283
                                                2,837                2,910
    
   Other real estate...................           467                  351
      Total............................        $4,114               $4,028  
                                               ======               ======     
   
   (a)  The determination to discontinue the accrual of interest on
   nonperforming loans is made on the individual case basis. Such factors as
   the character and size of the loan, quality of the collateral and the
   historical creditworthiness of the borrower and/or guarantors are considered
   by management in assessing the collectibility of such amounts.  
   
   Impaired Loans
        The Corporation adopted FAS 114 "Accounting by Creditors for Impairment
   of a Loan", as amended by FAS 118, on January 1, 1995. Under the standard, a
   loan is considered impaired, based on current information and events, if it
   is probable that the Corporation will be unable to collect the scheduled
   payments of principal or interest when due according to the contractual
   terms of the loan agreement. For purposes of applying FAS 114, larger groups
   of smaller-balance loans such as residential mortgage and installment loans
   are collectively evaluated for impairment. Management has established a
   smaller-dollar-value threshold of $250,000 for all loans. Loans exceeding
   this threshold are evaluated in accordance with FAS 114. An insignificant
   delay or shortfall in the amount of payments, when considered 
   
                                      -7-
   
   
   
   independent of other factors, would not cause a loan to be rendered
   impaired. Insignificant delays or shortfalls may include, depending on
   specific facts and circumstances, those that are associated with temporary
   operational downturns or seasonal business delays.
   
        Management performs periodic reviews of its loans to identify impaired
   loans. The measurement of impaired loans is based on the present value of
   expected future cash flows discounted at the historical effective interest
   rate, except that all collateral-dependent loans are measured for impairment
   based on the fair value of the collateral. 
   
        Loans continue to be classified as impaired unless they are brought
   fully current and the collection of scheduled interest and principal is
   considered probable. When an impaired loan or portion of an impaired loan is
   determined to be uncollectible, the portion deemed uncollectible is charged
   against the related valuation allowance and subsequent recoveries, if any,
   are credited to the valuation allowance. The company does not accrue
   interest on impaired loans. While a loan is considered impaired, cash
   payments received are applied to principal or interest depending upon
   management's assessment of the ultimate collectibility of principal and
   interest.
   
        At March 31, 1997 the Corporation recorded no investment in impaired
   loans recognized in accordance with FAS 114 and no related FAS 114 valuation
   allowance. For the three month period ended March 31, 1997, the average
   balance of impaired loans was negligible. The application of FAS 114 has not
   had any effect on the comparability of the non-performing loan table in
   footnote 3 between the periods presented. The company recognized no interest
   on impaired loans on the cash basis.  
                                         
   
   4.  Statement of Cash Flows
            Cash and cash equivalents include cash and due from banks and
   federal funds sold. The company made cash payments of $40,000 and $60,000
   and $3,352,000 and $3,243,000 for income taxes and interest, respectively,
   for each of the three month periods ended March 31, 1997 and 1996.
   
            Excluded from the consolidated statements of cash flows for the
   periods ended March 31, 1997 and 1996 was the effect of certain non-cash
   activities. The company acquired real estate through foreclosure totalling
   $116,000 and $2,000, respectively. The company also recorded a decrease in
   deferred tax liabilities of $136,000 and an increase of $165,000 in deferred
   tax assets in 1997. A decrease in deferred tax liabilities of $354,000 was
   recognized in 1996. These variations related to the effects of changes in
   the net unrealized gain (loss) on investment securities available for sale.
   
   
    
   
   
   
   
   
   
   
   
   
                                      -8-
   
   
   
   
   
   
   
   
   
   
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      



                                       



   
   
   
   
   
                    Community Banks, Inc. and Subsidiaries
                     Management's Discussion and Analysis
               of Financial Condition and Results of Operations
                                       
   Results of Operations
                                       
        Net interest income after provision for loan losses for the first
   three months of 1997 was $313,000 or 7.6% greater than net interest
   income after provision for loan losses for the first three months of
   1996. Total interest income increased $704,000 or 9.5% during the period
   while total interest expense increased $353,000 or 11.5%. Average
   earning assets were approximately 10.4% greater during the first three
   months of 1997 than the first three months of 1996. Average loan
   balances increased 6.5% and average investment securities increased
   approximately 21.1% in 1997. Average interest-bearing liabilities
   increased approximately 13.1%. The average yields realized on earning
   assets approximated 8.3% during the first three months of 1997 and 1996.
   The average costs of interest-bearing liabilities approximated 4.0% for
   the same periods. Net interest margins on a tax equivalent basis
   approximated 5.0% and 5.1% for the first three months of 1997 and 1996,
   respectively. The provision for loan losses charged to income increased
   18.8% in 1997. Total loans past due 90 days and still accruing interest,
   non-performing loans, and other real estate approximated $4,114,000 and
   $4,028,000, respectively, as of March 31, 1997 and December 31, 1996.  
   
        Total other income for the first three months of 1997 was $313,000
   or 48.6% more than total other income for the first three months of
   1996. Affecting this change were security gains of $296,000 and
   $147,000  recognized in 1997 and 1996, respectively. Gains recognized on
   mortgage sales totalled $40,000 in 1997 while none were recognized in 
   1996. Loans held for sale are comprised for the most part of fixed-rate
   real estate and education loans extended specifically for resale. Demand
   for these products has been lower in 1997 than 1996. Loans held for sale
   as of March 31, 1997 totalled $3,188,000. The market value of these
   loans approximated book value at that time. Other income in 1997 was
   also affected by tax refunds. Total other expenses for the first three
   months of 1997 increased $94,000 or 3.1%. Contributing factors were
   increases of $34,000 or 2.3% in salaries and employee benefits and
   $41,000 in net occupancy expense.   
   
        The provision for income taxes increased $254,000 for the first
   three months of 1997 in comparison to the first three months of 1996.
   Affecting this increase was a decline in tax-free income in 1997. The
   effective tax rates approximated 28.6% and 22.8% for the respective
   periods.  
   
        The previously described factors contributed to a net increase of
   $278,000 or 20.7% in net income for the three month period ended March
   31, 1997.
       
        
   
   
   
   
   
   
   
   
                                     -9-
   
   
   
   
   
   
   
    
      
   
               
                                    
   
   
   
   
   Management's Discussion, Continued
   
   
   Financial Condition
   
        As of March 31, 1997 cash and due from banks was $752,000 or 4.5%
   less than it was at December 31, 1996. Interest-bearing time deposits in
   other banks, investment securities, and federal funds sold decreased
   $1,536,000 or 1.0% during this same period. The approximate market value
   of debt securities was $1,480,000 less than amortized cost at March 31,
   1997. The approximate market value of debt securities was $660,000 less
   than amortized cost at December 31, 1996. Securities to be held for
   indefinite periods of time and not intended to be held to maturity or on
   a long-term basis are classified as available for sale and carried at
   market value. Securities held for indefinite periods of time include
   securities that management intends to use as part of its asset/liability
   management strategy and that may be sold in response to changes in
   interest rates, resultant prepayment risk and other factors related to
   interest rate and resultant prepayment risk changes. At March 31, 1997
   and December 31, 1996, management classified investment securities with
   amortized costs and market values of $145,124,000 and $144,637,000, and
   $145,050,000 and $145,446,000, respectively, as available for sale.
   Gross unrealized gains and losses relating to debt securities
   approximated $577,000 and $2,057,000, respectively, at March 31, 1997.
   Net loans decreased $521,000 or 0.2% from December 31, 1996 to March 31,
   1997. Affecting this change were an increase in real estate loans of
   $1,161,000 or 0.7% and a decrease of $4,054,000 or 6.6% in consumer
   loans. All other loans experienced modest increases during the period.
   The allowance for loan losses approximated 1.17% and 1.12% of net loans
   at March 31, 1997 and December 31, 1996. Much of the increase in net
   premises and equipment of $286,000 related to new banking offices.
   Goodwill continues to be amortized at an annualized rate of $240,000. As
   previously noted, Community Banks, Inc. sells only fixed-rate real
   estate and education loans specifically designated for resale on the
   secondary market and at March 31, 1997 and December 31, 1996 these loans
   totalled $3,188,000 and $4,622,000, respectively. Affecting the decrease
   of $236,000 in accrued interest receivable and other assets was a
   decrease in accrued interest. These factors contributed to a decrease of
   $4,137,000 or 1.0% in total assets from December 31, 1996 to March 31,
   1997. 
     
        Total deposits increased $4,620,000 or 1.3% from December 31, 1996
   to March 31, 1997. All of the increase can be attributed to increases in
   savings deposits. It is management's philosophy to generally maintain
   competitive but not overly-aggressive interest rates relative to
   interest-bearing liabilities. Management decreased short-term borrowings
   in 1997 in an attempt to better balance rate sensitive assets and
   liabilities. At March 31, 1997 long-term debt totalling $25,000,000 was
   comprised of borrowings from the Federal Home Loan Bank of Pittsburgh of
   $15,000,000 and repurchase agreements totalling $10,000,000 at a
   weighted average interest rate of 5.86%.  
                
        Based on a one year interval, rate sensitive assets to rate
   sensitive liabilities approximated 95% as of March 31, 1997.
   
   
   
   
    
                                     -10-
   
   
   
   Management's Discussion, Continued 
   
   
   
        As of March 31, 1997 the Corporation had risk-based capital in
   excess of the fully implemented regulatory requirements, and tier 1 plus
   tier 2 capital approximated 18% of risk-weighted assets. Effective
   January 1, 1994, the Corporation adopted the provisions of Statement of
   Financial Accounting Standards No. 115, "Accounting for Certain
   Investments in Debt and Equity Securities," which requires the
   Corporation to reflect securities available and held for sale at fair
   value on the balance sheet. Upon adoption, the Corporation classified
   all investment securities as available for sale and recorded the
   increase to fair value of $2,246,000, net of applicable income taxes, 
   as a separate component of equity. The decrease recorded to
   stockholders' equity at March 31, 1997 was $321,000, net of applicable
   income taxes. Management believes that this action is necessary to
   provide for proper administration of the investment portfolio and can be
   accommodated by the capitalization of the Corporation.  
   
   Liquidity 
        
        Liquidity is the ratio of net liquid assets to net liabilities. The
   primary functions of asset/liability management are the assurance of
   adequate liquidity and maintenance of an appropriate balance between
   interest-sensitive earning assets and interest-bearing liabilities.
   Liquidity management refers to the ability to meet the cash flow
   requirements of depositors and borrowers.
        
        A continuous review of net liquid assets is conducted to assure
   appropriate cash flow to meet needs and obligations in a timely manner.
   There was an adequate relationship of liquid assets to short-term
   liabilities at March 31, 1997.
   
   
   Forward Outlook
        
        Management is unaware of any regulatory recommendations which, if
   implemented, would have a material effect on the liquidity, capital
   resources, or operations of CBI. Increased loan demand is anticipated
   for the remainder of 1997 and management will continue to carefully
   evaluate this demand based on the creditworthiness of the borrower and
   the relative strength of the economy in the Corporation's market.     
   
        The Corporation is anticipating the maintenance of a favorable net
   interest margin throughout the remainder of 1997.
   
   Other Events
   
        On April 22, 1996, the Corporation announced plans to repurchase up
   to 130,500 shares or 5% of its outstanding common stock. The repurchases
   will be made from time to time in open market transactions. The
   repurchased shares will become Treasury shares and will be used for
   general corporate purposes, including grants under its Employee Stock
   Option Plans. As of March 31, 1997, the Corporation had purchased 15,000
   shares pursuant to this repurchase plan.
   
        The Corporation declared a 5 percent stock dividend payable April
   8, 1997, to shareholders of record on March 24, 1997. 
   
   
                                      
                                    -11-
    
   
   
   
   
   
            

    
    
    
    
    
    
    
                      COMMUNITY BANKS, INC. and SUBSIDIARIES
                                          
                     PART II - OTHER INFORMATION AND SIGNATURES
    
    
    Item 6.  Exhibits and Reports on Form 8-K
    
             (a)  Exhibits - none
    
             (b)  Registrant was not required to file any reports
                  on  Form 8-K during the quarter ending March 31, 1997.
    
             
                                          
                                          
                                          
                                     SIGNATURES
    
    Pursuant to the requirements of the Securities Exchange Act of 1934, the
    Registrant has duly caused this report to be signed on its behalf by the
    undersigned thereunto duly authorized.
    
                                                COMMUNITY BANKS, INC.
                                                (Registrant)
    
    
    Date        May 8, 1997                     /S/ Thomas L. Miller   
                                                    Thomas L. Miller
                                                         Chairman     
                                               (Chief Executive Officer)
                                              
    
    
    Date        May 8, 1997                     /S/ Terry L. Burrows   
                                                    Terry L. Burrows
                                                 Executive Vice-President
                                                 (Chief Financial Officer)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
                                       -12-