Community Banks, Inc. Post-Effective Amendment to Form S-4

Registration No. 333-139152

__________________________________________________________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

________

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

________

COMMUNITY BANKS, INC.

(Exact name of registrant as specified in its charter)

________

Pennsylvania	6022	23-2251762
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification No.)	(I.R.S Employer Identification No.)

777 East Park Drive, Harrisburg, PA	17111
(Address of Principal Executive Offices)	(Zip Code)

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Donald F. Holt, Chief Financial Officer

Community Banks, Inc.

777 East Park Drive

Harrisburg, Pennsylvania 17111

(Name and address of agent for service)

(717) 920-5800

(Telephone number, including area code, of agent for service)

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Copies of all communications to:

Mary Alice Busby, Esquire

Mette, Evans & Woodside

1105 Berkshire Boulevard Suite 320

Wyomissing, PA 19610

610-374-1135

Richard Fisch, Esquire

Malizia Spidi & Fisch, PC

901 New York Avenue, N.W.

Suite 210 East

Washington, D.C. 20001

202-434-4660

Pursuant to Registration Statement No. 333-139152 on Form S-4, Community Banks, Inc., a Pennsylvania business corporation, registered 658,516 shares of its common stock, $5.00 par value, and associated stock purchase rights, issuable pursuant to an Agreement dated as of September 5, 2006 and amended and restated as of February 1, 2007 by and between Community Banks, Inc. and BUCS Financial Corp, a Maryland corporation. The Agreement provided for the merger of BUCS Financial Corp with and into the Registrant, with the Registrant surviving the merger. The Registrant hereby removes from registration 110,381 shares of its common stock and associated stock purchase rights that remain unissued after completion of the merger.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-effective Amendment No. 1 to Form S-4 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Harrisburg, Commonwealth of Pennsylvania, on this 17^th day of April 2007.

	COMMUNITY BANKS, INC.
	(Registrant)

April 17, 2007	/s/ Eddie L. Dunklebarger
	Eddie L. Dunklebarger
	President, Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Form S-4 Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title

/s/ Eddie L. Dunklebarger	President, Chairman and CEO	April 17, 2007
(Eddie L. Dunklebarger)	(Principal Executive Officer) Director

/s/ Donald F. Holt	Executive Vice President and Chief Financial Officer	April 17, 2007
(Donald F. Holt)	(Principal Financial Officer and Principal Accounting Officer)

/s/ Ronald E. Boyer*	Director	April 17, 2007
(Ronald E. Boyer)

/s/ Sandra J. Bricker*	Director	April 17, 2007
(Sandra J. Bricker)

/s/ Peter DeSoto*	Director	April 17, 2007
(Peter DeSoto)

/s/ Aaron S. Kurtz*	Director	April 17, 2007
(Aaron S. Kurtz)

/s/ Scott J. Newkam*	Director	April 17, 2007
(Scott J. Newkam)

/s/ Melvin Pankuch*	Director	April 17, 2007
(Melvin Pankuch)

/s/ Robert W. Rissinger*	Director/Vice Chairman	April 17, 2007
(Robert W. Rissinger)

/s/ Christine Sears*	Director	April 17, 2007
(Christine Sears)

/s/ Allen Shaffer*	Director	April 17, 2007
(Allen Shaffer)

/s/ James A. Ulsh*	Director	April 17, 2007
(James A. Ulsh)

/s/ Dale M. Weaver*	Director	April 17, 2007
(Dale M. Weaver)

/s/ Glenn H. Weaver*	Director	April 17, 2007
(Glenn H. Weaver)

/s/ Robert K. Weaver*	Director	April 17, 2007
(Robert K. Weaver)


*By /s/ Eddie L. Dunklebarger
Eddie L. Dunklebarger Attorney-in-Fact