02-12690. Issuer Delisting; Notice of Application To Withdraw From Listing and Registration; (Community Banks, Inc., Common Stock, $5.00 par value) From the American Stock Exchange LLC

May 15, 2002.

Community Banks, Inc., a Pennsylvania corporation (“Issuer”), has filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) ^[1] and Rule 12d2-2(d) thereunder,^[2] to withdraw its Common Stock, $5.00 par value (“Security”), from listing and registration on the American Stock Exchange LLC (“Amex” or “Exchange”).

The Issuer stated in its application that it has met the requirements of Amex Rule l8 by complying with all applicable laws in effect in the state of Pennsylvania, in which it is incorporated, and with the Amex's rules governing an issuer's voluntary withdrawal of a security from listing and registration.

The Board of Trustees (“Board”) of the Issuer approved a resolution on March 25, 2002 to withdraw the Issuer's Security from listing on the Amex and to list its Security on the Nasdaq National Market (“Nasdaq”). The Issuer hopes to increase trading volume and the liquidity of its Security by listing on the Nasdaq. The Issuer stated in its application that trading in the Security began on the Nasdaq at the opening of business on May 14, 2002.

The Issuer's application relates solely to the Security's withdrawal from listing on the Amex and from registration under Section 12(b) of the Act ^[3] and shall not affect its obligation to be registered under Section 12(g) of the Act.^[4]

Any interested person may, on or before June 7, 2002, submit by letter to the Secretary of the Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the Amex and what terms, if any, should be imposed by the Commission for the protection of investors. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[5]

Jonathan G. Katz,

Secretary.

Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78 l (b).

4.  15 U.S.C. 78 l (g).

5.  17 CFR 200.30-3(a)(1).