SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DUNKLEBARGER EDDIE L

(Last)

(First)

(Middle)

960 SUNNYSIDE ROAD

(Street)

YORK

17404

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COMMUNITY BANKS INC /PA/ [ CMTY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								108,531.929	D
Common Stock								22,634.985	I	By 401(k) Plan
Common Stock								541	I	By Wife
Common Stock	06/16/2006		G	V	6,526.861	D	$0	0⁽¹⁾	I	By: Daughter/A⁽¹⁾
Common Stock								6,580.093	I	By: Daughter/S
Common Stock	06/15/2006		G	V	6,526.861	D	$0	0⁽¹⁾	I	By: Son⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option	$7.3333							01/21/1998	01/21/2007	Common Stock	13,871		13,871	D
Employee Stock Option	$12.6857							11/30/2001	11/30/2010	Common Stock	22,973		22,973	D
Employee Stock Option	$14							12/06/2000	12/06/2009	Common Stock	24,122		24,122	D
Employee Stock Option	$14.0571							12/07/1999	12/07/2008	Common Stock	25,329		25,329	D
Employee Stock Option	$14.5524							04/01/1998	01/20/2008	Common Stock	27,020		27,020	D
Employee Stock Option	$18.0952							12/06/2002	12/06/2011	Common Stock	29,172		29,172	D
Employee Stock Option	$20.0571							12/06/2003	12/06/2012	Common Stock	27,783		27,783	D
Employee Stock Option	$27.4095							01/25/2007	01/25/2013	Common Stock	38,850		38,850	D
Employee Stock Option	$27.5143							06/06/2005	12/06/2014	Common Stock	31,500		31,500	D
Employee Stock Option	$28.9524							12/04/2004	12/04/2013	Common Stock	26,460		26,460	D

Explanation of Responses:

1. Children no longer minors and do not reside in Dunklebarger household.

	Patricia E. Hoch, POA	07/13/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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