As filed with the Securities and Exchange Commission on July [ ], 2004
                                      Registration Statement No. 333-___________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             -----------------------

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                             ----------------------

                           Sandy Spring Bancorp, Inc.
             (Exact Name of Registrant as Specified in its Charter)


                    Maryland                                52-1532952
         (State or Other Jurisdiction of             (IRS Employer I.D. Number)
         Incorporation or Organization)

                   17801 Georgia Avenue, Olney, Maryland 20832
               (Address of Principal Executive Offices) (Zip Code)

             Sandy Spring Bancorp, Inc. Director Stock Purchase Plan
                              (Full Title of Plan)

                                Hunter R. Hollar
                           Sandy Spring Bancorp, Inc.
                              17801 Georgia Avenue
                              Olney, Maryland 20832
                                 (301) 774-6400
           (Name, Address, and Telephone Number of Agent for Service)

                                    Copy to:

                          James I. Lundy, III, Esquire
                         Kennedy, Baris & Lundy, L.L.P.
                                   Suite P-15
                               4701 Sangamore Road
                            Bethesda, Maryland 20816

                       -----------------------------------

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
    Title of                      Proposed
  Securities     Amount to be     Maximum       Proposed Maximum      Amount of
     to be        Registered    Offering per   Aggregate Offering   Registration
  Registered         (1)         Share(1)          Price(1)              Fee
--------------------------------------------------------------------------------
 Common Stock,     15,000         $34.05           $510,675
$1.00 par value    shares                                              $64.70
--------------------------------------------------------------------------------


(1)  Based  upon the  average  of the high and low  prices of the  Common  Stock
reported in the  consolidated  reporting  system on July 9, 2004,  in accordance
with Rule 457(c) under the Securities  Act of 1933, as amended (the  "Securities
Act"),  solely for purposes of calculating the registration fee pursuant to Rule
457(h) under the Securities Act.


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Pursuant to General  Instruction  C of Form S-8,  the  information  set
forth under the caption "PROSPECTUS" below constitutes a Reoffer Prospectus with
respect to  restricted  shares of common stock  purchased  by certain  directors
under the Sandy Spring Bancorp, Inc. Directors' Stock Purchase Plan (the "Plan")
prior to the filing of this Registration Statement.  The documents and documents
incorporated by reference  constituting  the prospectus for the  registration of
shares of common stock of the Registrant  offered to directors of the Registrant
under the Plan are not filed with the Commission, pursuant to the note to Part I
of Form S-8 and Commission Rule 428.









<PAGE>

                                   PROSPECTUS

                                  1,120 SHARES
                           SANDY SPRING BANCORP, INC.

                                  COMMON STOCK

         Sandy  Spring  Bancorp,  Inc. is the holding  company for Sandy  Spring
Bank, a commercial bank headquartered in Olney, Virginia.

         Certain  members of the board of directors of Sandy Spring  Bancorp are
reoffering  1,120 shares of Common Stock that they purchased  under our Director
Stock Purchase Plan.  Our common stock is quoted on the Nasdaq  National  Market
under the symbol "SASR". The directors may sell these reoffered shares in public
or privately negotiated  transactions or may transfer them by gift or bequest or
otherwise from time to time in the future.

         INVESTING IN COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"  BEGINNING
ON PAGE 1 TO READ  ABOUT  FACTORS  YOU  SHOULD  CONSIDER  BEFORE  YOU MAKE  YOUR
INVESTMENT DECISION.

         The price of the  reoffered  shares to the public  depends  upon future
market prices of the common stock that can not yet be determined.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE.

         THESE  SECURITIES  ARE  NOT  DEPOSITS,   SAVINGS  ACCOUNTS,   OR  OTHER
OBLIGATIONS  OF A  DEPOSITORY  INSTITUTION  AND ARE NOT  INSURED BY THE  FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

                  The date of this prospectus is July 9, 2004.











<PAGE>

                                TABLE OF CONTENTS

Summary........................................................................1
Risk Factors...................................................................1
Caution about Forward Looking Statements.......................................3
Selling Security Holders.......................................................4
Where You Can Find Additional Information about Sandy Spring Bancorp, Inc......4
Documents Incorporated by Reference............................................4
Indemnification of Directors and Officers......................................5



YOU SHOULD RELY ONLY ON THE  INFORMATION  CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS.  WE HAVE NOT AUTHORIZED ANY OTHER PERSON TO PROVIDE YOU WITH
DIFFERENT  INFORMATION.  THE SHARES  REOFFERED BY THIS  PROSPECTUS ARE NOT BEING
OFFERED IN ANY JURISDICTION WHERE THEIR REOFFER OR SALE IS NOT PERMITTED.













<PAGE>

                                     SUMMARY

         THIS  SUMMARY  HIGHLIGHTS   SELECTED   INFORMATION  ABOUT  US  AND  THE
REOFFERING.  THE SUMMARY DOES NOT CONTAIN ALL OF THE INFORMATION THAT YOU SHOULD
CONSIDER  BEFORE  INVESTING  IN OUR COMMON  STOCK .YOU SHOULD READ THIS  SUMMARY
TOGETHER  WITH THE  ENTIRE  PROSPECTUS.  EXCEPT AS  OTHERWISE  INDICATED  BY THE
CONTEXT,  REFERENCES  IN THIS  PROSPECTUS  TO "WE,"  "OUR,"  OR "US," ARE TO THE
COMBINED BUSINESS OF SANDY SPRING BANCORP AND ITS SUBSIDIARIES,  INCLUDING SANDY
SPRING BANK.

SANDY SPRING  BANCORP,  INC. Sandy Spring  Bancorp,  Inc. is the registered bank
holding company for Sandy Spring Bank,  headquartered  in Olney,  Maryland.  The
Bank  operates  thirty  community  offices in Anne Arundel,  Frederick,  Howard,
Montgomery, and Prince George's Counties in Maryland, together with an insurance
subsidiary and an equipment leasing company. The address and phone number of our
principal  executive  offices are 17801 Georgia  Avenue Olney,  Maryland  20832,
(301) 774-6400.

         We  offer  a  broad  range  of  financial  services  to  consumers  and
businesses in this market area. We have  established a strategy of independence,
and intend to establish or acquire additional  offices,  banking  organizations,
and nonbanking organizations as appropriate opportunities may arise.

THE SANDY SPRING  BANCORP,  INC.  DIRECTORS'  STOCK  PURCHASE PLAN. Our board of
directors  established the Directors' Stock Purchase Plan in December 2003. This
plan  provides a convenient  means for  participating  directors to purchase our
common  stock at its  market  value.  A total of 15,000  shares of common  stock
(approximately  1/10 of one percent of our  outstanding  shares of common stock)
are authorized for issuance under the plan.

THE  REOFFERED  SHARES.  In May 2004,  1,120  shares of common stock were issued
under the Directors'  Stock Purchase Plan.  These shares are being  reoffered by
means of this  prospectus.  Before  investing,  carefully review the information
contained in "Risk Factors," below.

                                  RISK FACTORS

CHANGES IN INTEREST RATES COULD REDUCE OUR PROFITABILITY.

            Our  ability  to  make  a  profit,   like  that  of  most  financial
institutions,  substantially  depends upon our net interest income, which is the
difference  between the interest income we earn on our  interest-earning  assets
(such as loans and investment securities) and the interest expense we pay on our
interest-bearing  liabilities (such as deposits and borrowings).  Certain assets
and liabilities,  however,  may react in different  degrees to changes in market
interest rates. Further,  interest rates on some types of assets and liabilities
may fluctuate prior to changes in broader market interest rates,  while rates on
other  types  may  lag  behind.  Additionally,  some  of  our  assets,  such  as
adjustable-rate mortgages, have features,  including payment and rate caps, that
restrict changes in their interest rates. Factors such as inflation,  recession,
unemployment, money supply, international disorders, instability in domestic and
foreign  financial  markets,  and other  factors  beyond our  control may affect
interest  rates.  Changes in market interest rates also will affect the level of
voluntary  prepayments  on  our  loans  and  the  receipt  of  payments  on  our
mortgage-backed  securities,  resulting  in the receipt of proceeds  that may be
reinvested  at a lower  rate  than the loan or  mortgage-backed  security  being
prepaid.  Increases in market rates could have a significant  adverse  impact on
our non-interest  income as a result of reduced demand for residential  mortgage
loans and other loans. Although we pursue an asset-liability management strategy
designed to control our risk from changes in market interest  rates,  changes in
interest rates can still have a material adverse effect on our profitability.

OUR  ALLOWANCE  FOR CREDIT  LOSSES MAY BE  INADEQUATE  TO COVER LOSSES  ACTUALLY
INCURRED.

            We maintain an allowance  for credit  losses in an amount we believe
is sufficient to provide for risks in our loan portfolio. At any time, there are
loans included in our loan  portfolio  that may result in losses,  but that have
not been  identified  as  nonperforming  or  potential  problem  loans.  We have
procedures  that we use to help us identify  potential  problem  loans at a time
when they can be worked out with minimal loss.  However,  we cannot be sure that
we will be able to identify deteriorating loans before they become nonperforming
assets,  or that  we will be able to  limit  losses  on  those  loans  that  are


                                       2
<PAGE>

identified.  If Sandy Spring Bank incurs actual losses on its loans in excess of
its  allowance  for credit  losses,  it may have  insufficient  income to extend
credit, pay dividends or otherwise supply funds to us.

CHANGES IN LOCAL  ECONOMIC  CONDITIONS  COULD REDUCE OUR INCOME AND GROWTH,  AND
COULD LEAD TO HIGHER LEVELS OF PROBLEM LOANS AND CHARGE-OFFS.

            Our lending  operations are concentrated in Montgomery,  Howard, Ann
Arundel, Prince George's, and Frederick Counties in Maryland. Adverse changes in
economic conditions in these areas, or the neighboring areas of Washington, D.C.
and its Virginia  suburbs or Baltimore,  Maryland and its suburbs could hurt our
ability to collect loans, could reduce the demand for loans, and otherwise could
negatively affect our performance and financial condition.

WE COMPETE WITH OTHERS FOR BUSINESS.

            We compete for loans,  deposits,  and investment  dollars with other
banks  and  other  kinds of  financial  institutions  and  enterprises,  such as
securities firms,  insurance  companies,  savings and loan associations,  credit
unions,  mortgage brokers, and private lenders, many of which have substantially
greater resources than ours. In addition, non-depository institution competitors
are generally not subject to the extensive regulation applicable to us and Sandy
Spring  National Bank.  The  differences in resources and regulation may make it
harder for us to compete profitably,  reduce the rates that we can earn on loans
and  investments,  increase the rates we must offer on deposits and other funds,
and adversely affect our financial condition and earnings.

GOVERNMENT REGULATION SIGNIFICANTLY AFFECTS OUR BUSINESS.

            The banking industry is heavily regulated.  Banking  regulations are
primarily   intended  to  protect  the  federal  deposit   insurance  funds  and
depositors,  not  shareholders.   Sandy  Spring  National  Bank  is  subject  to
regulation and supervision by the Office of the Comptroller of the Currency.  We
are subject to  regulation  and  supervision  by the Board of  Governors  of the
Federal Reserve System. The burden imposed by federal and state regulations puts
banks and bank holding companies at a competitive  disadvantage compared to less
regulated competitors such as finance companies,  mortgage banking companies and
leasing companies.  Changes in the laws,  regulations,  and regulatory practices
affecting the banking  industry could impose  additional costs on us, could hurt
our ability to compete  profitably with other financial  institutions,  or could
have other material adverse effects on us.

         Additionally,  changes in applicable  law, if enacted,  including those
that would permit banks to pay interest on checking and demand deposit  accounts
established  by  businesses,  could have a  significant  negative  effect on net
interest income, net income,  net interest margin,  return on assets, and return
on equity.

         Government  policy  relating  to the deposit  insurance  funds may also
adversely affect our results of operations. Under current law and regulation, if
the reserve  ratio of the Bank  Insurance  Fund falls below  1.25%,  all insured
banks will be required to pay deposit  insurance  premiums.  We do not currently
pay any deposit insurance  premiums.  Payment of deposit insurance premiums will
have an adverse  effect on our earnings.  These changes or other  legislative or
regulatory  developments  could have a  significant  negative  effect on our net
interest income, net income,  net interest margin,  return on assets, and return
on equity.

                    CAUTION ABOUT FORWARD LOOKING STATEMENTS

         We make forward-looking  statements in this prospectus that are subject
to risks and uncertainties. These forward-looking statements include: statements
of goals, intentions,  and earnings expectations;  estimates of risks and future
costs and benefits;  assessments of probable loan and lease losses;  assessments
of market risk;  and  statements  of the ability to achieve  financial and other
goals. These forward-looking statements are subject to significant uncertainties
because  they are based upon or are  affected  by:  management's  estimates  and
projections  of future  interest  rates,  market  behavior,  and other  economic
conditions;  future laws and regulations;  and a variety of other matters which,
by their  nature,  are subject to  significant  uncertainties.  Because of these
uncertainties,  our  actual  future  results  may differ  materially  from those
indicated.  In  addition,  our past  results of


                                       3
<PAGE>

operations do not necessarily indicate its future results.

                            SELLING SECURITY HOLDERS

         The three directors who are reoffering  shares in this prospectus,  the
amount  of  common  stock  beneficially  owned  by them  as of the  date of this
prospectus, and the number of shares each of them is reoffering are shown below:

                                      Shares
                                   beneficially         Shares
                 Director              owned           reoffered
       -----------------------------------------------------------
       John Chirtea                   40,465              420
       Gilbert L Hardesty              9,676              350
       Craig A. Ruppert               28,244              350


                    WHERE YOU CAN FIND ADDITIONAL INFORMATION
                        ABOUT SANDY SPRING BANCORP, INC.

         We file annual,  quarterly,  and special reports,  proxy statements and
other information with the SEC. You may read and copy any reports, statements or
other  information  that we file with the SEC at the SEC's public reference room
at 450  Fifth  Street,  NW,  Washington,  D.C.  20549.  Please  call  the SEC at
1-800-SEC-0330  for further  information on the public  reference  room. The SEC
maintains  a World Wide Web site on the  Internet at  "http://www.sec.gov"  that
contains  reports,  proxy and  information  statements,  and  other  information
regarding   companies,   including  Sandy  Spring   Bancorp,   Inc.,  that  file
electronically with the SEC.

         We have filed a  Registration  Statement  on Form S-8 to  register  the
common stock to be sold in the  reoffering.  This  prospectus  is a part of that
Registration  Statement.  As  allowed  by SEC rules,  this  prospectus  does not
contain all the  information you can find in the  Registration  Statement or the
exhibits  to  the  Registration   Statement.   SEC  regulations  require  us  to
"incorporate by reference"  information into this  prospectus,  which means that
important  information  is disclosed by referring you to another  document filed
separately with the SEC. The information incorporated by reference is considered
part of this  prospectus.  Information  incorporated  by reference  from earlier
documents is superseded by information that is included in this prospectus or is
incorporated  by reference from more recent  documents,  to the extent that they
are inconsistent.

                       DOCUMENTS INCORPORATED BY REFERENCE

         This prospectus  incorporates  by reference the documents  listed below
that we have previously filed with the SEC (file no. 0-1906).

         (1)    Annual Report on Form 10-K for the year ended December 31, 2003;

         (2)    Quarterly  Report on Form 10-Q for the  period  ended  March 31,
                2004;

         (3)    Current Reports on Form 8-K filed January 15, 2004 and April 15,
                2004; and

         (4)    The  Description  of Capital  Stock  contained  in Item 5 of the
                Annual Report on Form 10-K for the year ended December 31, 1997.

         Also  incorporated  by reference are  additional  documents that we may
file with the SEC under Section  13(a),  13(c),  14, or 15(d) of the  Securities
Exchange  Act of  1934  after  the  date  of  this  prospectus  and  before  the
termination  of the offering.  These  additional  documents will be deemed to be
incorporated by reference, and to be a part of, this prospectus from the date of
their filing.  These documents  include proxy  statements and periodic  reports,
such as Annual Reports on Form 10-K,  Quarterly Reports on Form 10-Q, and to the
extent  they are  considered  filed,  Current  Reports on Form 8-K.  Information
incorporated by reference from later filed documents supersedes information that
is included in this  prospectus  or is  incorporated  by reference  from earlier
documents, to the extent that they are inconsistent.


                                       4
<PAGE>

         You can obtain any of the documents  incorporated by reference from us,
the  SEC,  or  the  SEC's  Internet  web  site  as  described  above.  Documents
incorporated by reference are available from Sandy Spring Bancorp,  Inc. without
charge,  including any exhibits specifically  incorporated by reference therein.
You may  obtain  documents  incorporated  by  reference  in this  prospectus  by
requesting them by phone or in writing from Ronald E. Kuykendall, Executive Vice
President,  General  Counsel and Corporate  Secretary,  at Sandy Spring Bancorp,
Inc., 17801 Georgia Avenue, Olney, Maryland 20832, (301) 774-6400.

         You should rely only on the  information  contained or  incorporated by
reference in this prospectus.  We have not authorized anyone to provide you with
information that is different from the information contained in this prospectus.
You should not assume  that the  information  contained  in this  prospectus  is
accurate as of any date other than the date of this prospectus.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Sandy  Spring's   Articles  of  Incorporation   generally  provide  for
indemnification to the extent authorized by applicable law. Section 2-418 of the
Maryland General Corporation Law sets forth circumstances under which directors,
officers,  employees  and agents of Sandy  Spring may be insured or  indemnified
against liability which they may incur in these capacities. The Maryland General
Corporation Law provides, in pertinent part, as follows:

         2-418  INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. --

         (a) In this section the following words have the meanings indicated.

   (1) "Director" means any person who is or was a director of a corporation and
   any person who, while a director of a  corporation,  is or was serving at the
   request  of  the  corporation  as  a  director,  officer,  partner,  trustee,
   employee, or agent of another foreign or domestic  corporation,  partnership,
   joint venture, trust, other enterprise, or employee benefit plan.

   (2) "Corporation"  includes any domestic or foreign  predecessor  entity of a
   corporation  in a merger,  consolidation,  or other  transaction in which the
   predecessor's existence ceased upon consummation of the transaction.

   (3) "Expenses"  include  attorney's  fees.

   (4) "Official capacity" means the following:

     (i) When used with  respect to a  director,  the office of  director in the
     corporation; and

     (ii)  When  used  with  respect  to a  person  other  than  a  director  as
     contemplated  in subsection  (j), the elective or appointive  office in the
     corporation held by the officer,  or the employment or agency  relationship
     undertaken by the employee or agent in behalf of the corporation.

     (iii) "Official capacity" does not include service for any other foreign or
     domestic  corporation  or any  partnership,  joint  venture,  trust,  other
     enterprise, or employee benefit plan.

   (5)  "Party"  includes a person who was,  is, or is  threatened  to be made a
   named  defendant or respondent in a proceeding.  (6)  "Proceeding"  means any
   threatened,  pending or completed action, suit or proceeding,  whether civil,
   criminal, administrative, or investigative.

(b)(1) A corporation  may indemnify any director made a party to any  proceeding
by reason of service in that capacity unless it is established that:

     (i) The act or omission of the director  was material to the matter  giving
     rise to the proceeding; and

         1. Was committed in bad faith; or

         2. Was the result of active and deliberate dishonesty; or

     (ii) The director  actually received an improper personal benefit in money,
     property, or services; or

     (iii) In the case of any criminal  proceeding,  the director had reasonable
     cause to believe that the act or omission was unlawful.

   (2)(i)   Indemnification   may  be  against  judgments,   penalties,   fines,
   settlements,  and reasonable  expenses  actually  incurred by the director in
   connection with the proceeding.

     (ii)  However,  if  the  proceeding  was  one  by or in  the  right  of the
     corporation,  indemnification  may not be made in respect of any proceeding
     in which  the  director  shall  have  been  adjudged  to be  liable  to the
     corporation.

   (3)(i) The  termination of any proceeding by judgment,  order,  or settlement
   does not create a  presumption  that the director


                                       5
<PAGE>

   did not meet the requisite standard of conduct set forth in this subsection.

     (ii) The  termination of any  proceeding by  conviction,  or a plea of nolo
     contendere or its equivalent, or an entry of an order of probation prior to
     judgment,  creates a rebuttable  presumption that the director did not meet
     that standard of conduct.

   (4) A corporation may not indemnify a director or advance expenses under this
   section for a proceeding  brought by that director  against the  corporation,
   except:

     (i) For a proceeding brought to enforce indemnification under this section;
     or

     (ii) If the charter or bylaws of the corporation, a resolution of the board
     of directors of the corporation,  or an agreement  approved by the board of
     directors of the  corporation to which the corporation is a party expressly
     provide otherwise.

(c) A director may not be  indemnified  under  subsection (b) of this section in
respect of any proceeding  charging  improper  personal benefit to the director,
whether or not involving action in the director's  official  capacity,  in which
the director was  adjudged to be liable on the basis that  personal  benefit was
improperly received.

(d) Unless limited by the charter:

   (1) A director who has been  successful,  on the merits or otherwise,  in the
   defense of any proceeding referred to in subsection (b) of this section shall
   be  indemnified  against  reasonable  expenses  incurred  by the  director in
   connection with the proceeding.

   (2) A court of appropriate  jurisdiction,  upon application of a director and
   such  notice as the court shall  require,  may order  indemnification  in the
   following circumstances:

     (i)  If it  determines  a  director  is  entitled  to  reimbursement  under
     paragraph (1) of this subsection, the court shall order indemnification, in
     which case the  director  shall be  entitled  to recover  the  expenses  of
     securing such reimbursement;  or

     (ii) If it determines  that the director is fairly and reasonably  entitled
     to  indemnification in view of all the relevant  circumstances,  whether or
     not the director has met the  standards of conduct set forth in  subsection
     (b) of this section or has been  adjudged  liable  under the  circumstances
     described  in  subsection  (c) of this  section,  the court may order  such
     indemnification  as the court shall deem proper.  However,  indemnification
     with respect to any proceeding by or in the right of the  corporation or in
     which liability shall have been adjudged in the circumstances  described in
     subsection (c) shall be limited to expenses.

   (3) A court of  appropriate  jurisdiction  may be the same court in which the
   proceeding involving the director's liability took place.

(e)(1)  Indemnification  under subsection (b) of this section may not be made by
the  corporation   unless   authorized  for  a  specific   proceeding   after  a
determination has been made that  indemnification of the director is permissible
in the  circumstances  because the  director has met the standard of conduct set
forth in subsection (b) of this section.

   (2) Such determination shall be made:

     (i) By the board of directors by a majority vote of a quorum  consisting of
     directors not, at the time, parties to the proceeding, or, if such a quorum
     cannot be  obtained,  then by a majority  vote of a committee  of the board
     consisting  solely of two or more  directors  not, at the time,  parties to
     such  proceeding  and who were duly  designated  to act in the  matter by a
     majority vote of the full board in which the  designated  directors who are
     parties may participate;

     (ii) By special  legal  counsel  selected  by the board of  directors  or a
     committee  of the  board by vote as set forth in  subparagraph  (i) of this
     paragraph, or, if the requisite quorum of the full board cannot be obtained
     therefor and the committee cannot be established, by a majority vote of the
     full board in which directors who are parties may participate; or

     (iii) By the stockholders.

   (3) Authorization of  indemnification  and determination as to reasonableness
   of  expenses  shall  be made in the same  manner  as the  determination  that
   indemnification   is  permissible.   However,   if  the  determination   that
   indemnification   is   permissible   is  made  by  special   legal   counsel,
   authorization of  indemnification  and  determination as to reasonableness of
   expenses  shall  be made in the  manner  specified  in  subparagraph  (ii) of
   paragraph (2) of this subsection for selection of such counsel.

   (4) Shares held by  directors  who are parties to the  proceeding  may not be
   voted on the subject matter under this subsection.


                                       6
<PAGE>

(f)(1) Reasonable expenses incurred by a director who is a party to a proceeding
may be paid or reimbursed by the corporation in advance of the final disposition
of the proceeding upon receipt by the corporation of:

     (i) A written  affirmation  by the  director of the  director's  good faith
     belief that the standard of conduct  necessary for  indemnification  by the
     corporation as authorized in this section has been met; and

     (ii) A written  undertaking  by or on behalf of the  director  to repay the
     amount if it shall  ultimately be  determined  that the standard of conduct
     has not been met.

   (2) The undertaking  required by  subparagraph  (ii) of paragraph (1) of this
   subsection shall be an unlimited general  obligation of the director but need
   not be secured and may be accepted without  reference to financial ability to
   make the repayment.

   (3) Payments under this subsection  shall be made as provided by the charter,
   bylaws, or contract or as specified in subsection (e) of this section.

(g) The  indemnification  and advancement of expenses  provided or authorized by
this section may not be deemed exclusive of any other rights, by indemnification
or otherwise, to which a director may be entitled under the charter, the bylaws,
a resolution of stockholders or directors, an agreement or otherwise, both as to
action  in an  official  capacity  and as to action in  another  capacity  while
holding such office.

(h) This  section  does not limit the  corporation's  power to pay or  reimburse
expenses incurred by a director in connection with an appearance as a witness in
a proceeding at a time when the director has not been made a named  defendant or
respondent in the proceeding.

(i) For purposes of this section:

   (1) The corporation  shall be deemed to have requested a director to serve an
   employee  benefit plan where the performance of the director's  duties to the
   corporation  also imposes duties on, or otherwise  involves  services by, the
   director to the plan or participants or beneficiaries of the plan;

   (2) Excise taxes  assessed on a director with respect to an employee  benefit
   plan pursuant to applicable law shall be deemed fines; and

   (3) Action  taken or  omitted by the  director  with  respect to an  employee
   benefit  plan in the  performance  of the  director's  duties  for a  purpose
   reasonably believed by the director to be in the interest of the participants
   and  beneficiaries  of the plan shall be deemed to be for a purpose  which is
   not opposed to the best interests of the corporation.

(j) Unless limited by the charter:

   (1) An officer of the  corporation  shall be indemnified as and to the extent
   provided  in  subsection  (d) of this  section  for a  director  and shall be
   entitled, to the same extent as a director, to seek indemnification  pursuant
   to the provisions of subsection (d);

   (2) A corporation may indemnify and advance expenses to an officer, employee,
   or  agent  of the  corporation  to the  same  extent  that  it may  indemnify
   directors under this section; and

   (3) A  corporation,  in addition,  may indemnify  and advance  expenses to an
   officer,  employee,  or agent who is not a director to such  further  extent,
   consistent  with law, as may be provided by its charter,  bylaws,  general or
   specific action of its board of directors, or contract.

(k)(1) A corporation may purchase and maintain insurance on behalf of any person
who is or was a director,  officer,  employee,  or agent of the corporation,  or
who, while a director, officer, employee, or agent of the corporation, is or was
serving at the  request of the  corporation  as a  director,  officer,  partner,
trustee,  employee,  or  agent  of  another  foreign  or  domestic  corporation,
partnership,  joint venture,  trust, other enterprise,  or employee benefit plan
against any liability  asserted  against and incurred by such person in any such
capacity  or  arising  out  of  such  person's  position,  whether  or  not  the
corporation  would  have the  power to  indemnify  against  liability  under the
provisions of this section.

   (2) A corporation  may provide  similar  protection,  including a trust fund,
   letter of credit, or surety bond, not inconsistent


                                       7
<PAGE>

   with this section.

   (3) The insurance or similar protection may be provided by a subsidiary or an
   affiliate of the corporation.

(l) Any  indemnification of, or advance of expenses to, a director in accordance
with this  section,  if arising  out of a  proceeding  by or in the right of the
corporation, shall be reported in writing to the stockholders with the notice of
the next stockholders' meeting or prior to the meeting.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933,  as  amended,  may be  permitted  to our  directors,  officers  and
controlling persons pursuant to the foregoing provisions,  or otherwise, we have
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by us of expenses incurred or paid by a
director, officer or controlling person in the successful defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection  with the  securities  being  registered,  we will,  unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit to a court of  appropriate  jurisdiction  the  question  of whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.



                                       8
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following  documents  filed by Sandy Spring Bancorp,  Inc.  ("Sandy
Spring") with the Securities and Exchange  Commission are hereby incorporated by
reference in this Registration Statement:

         (1)    Annual Report on Form 10-K for the year ended December 31, 2003;

         (2)    Quarterly  Report on Form 10-Q for the  period  ended  March 31,
                2004;

         (3)    Current Reports on Form 8-K filed January 15, 2004 and April 15,
                2004; and

         (4)    The  Description  of Capital  Stock  contained  in Item 5 of the
                Annual Report on Form 10-K for the year ended December 31, 1997.

         All documents filed by Sandy Spring Bancorp,  Inc. pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the date hereof,  and prior to the filing of a  post-effective  amendment hereto
which indicates that all securities offered hereby shall have been sold or which
deregisters all securities  remaining unsold, shall be deemed to be incorporated
by  reference  herein  and to be a part  hereof  from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         As the securities to be issued pursuant to this registration  statement
are  registered  under Section 12 of the Securities  Exchange Act of 1934,  this
item is inapplicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Sandy  Spring's   Articles  of  Incorporation   generally  provide  for
indemnification to the extent authorized by applicable law. Section 2-418 of the
Maryland General Corporation Law sets forth circumstances under which directors,
officers,  employees  and agents of Sandy  Spring may be insured or  indemnified
against liability which they may incur in these capacities. The Maryland General
Corporation Law provides, in pertinent part, as follows:

         2-418  INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. --

         (a) In this section the following words have the meanings indicated.

   (1) "Director" means any person who is or was a director of a corporation and
   any person who, while a director of a  corporation,  is or was serving at the
   request  of  the  corporation  as  a  director,  officer,  partner,  trustee,
   employee, or agent of another foreign or domestic  corporation,  partnership,
   joint venture, trust, other enterprise, or employee benefit plan.

   (2) "Corporation"  includes any domestic or foreign  predecessor  entity of a
   corporation  in a merger,  consolidation,  or other  transaction in which the
   predecessor's existence ceased upon consummation of the transaction.

   (3) "Expenses" include attorney's fees.

   (4) "Official capacity" means the following:

     (i) When used with  respect to a  director,  the office of  director in the
corporation; and

     (ii)  When  used  with  respect  to a  person  other  than  a  director  as
     contemplated  in subsection  (j), the elective or appointive  office in the
     corporation held by the officer,  or the employment or agency  relationship
     undertaken  by the  employee or agent in behalf of the  corporation.

                                      II-1
<PAGE>

     (iii) "Official capacity" does not include service for any other foreign or
     domestic  corporation  or any  partnership,  joint  venture,  trust,  other
     enterprise, or employee benefit plan.

   (5)  "Party"  includes a person who was,  is, or is  threatened  to be made a
   named  defendant or respondent in a proceeding.  (6)  "Proceeding"  means any
   threatened,  pending or completed action, suit or proceeding,  whether civil,
   criminal, administrative, or investigative.

(b)(1) A corporation  may indemnify any director made a party to any  proceeding
by reason of service in that capacity unless it is established that:

     (i) The act or omission of the director  was material to the matter  giving
     rise to the proceeding; and

         1. Was committed in bad faith; or

         2. Was the result of active and deliberate dishonesty; or

     (ii) The director  actually received an improper personal benefit in money,
     property, or services; or

     (iii) In the case of any criminal  proceeding,  the director had reasonable
     cause to believe that the act or omission was unlawful.

   (2)(i)   Indemnification   may  be  against  judgments,   penalties,   fines,
   settlements,  and reasonable  expenses  actually  incurred by the director in
   connection with the proceeding.

     (ii)  However,  if  the  proceeding  was  one  by or in  the  right  of the
     corporation,  indemnification  may not be made in respect of any proceeding
     in which  the  director  shall  have  been  adjudged  to be  liable  to the
     corporation.

   (3)(i) The  termination of any proceeding by judgment,  order,  or settlement
   does not create a  presumption  that the director did not meet the  requisite
   standard of conduct set forth in this subsection.

     (ii) The  termination of any  proceeding by  conviction,  or a plea of nolo
     contendere or its equivalent, or an entry of an order of probation prior to
     judgment,  creates a rebuttable  presumption that the director did not meet
     that standard of conduct.

   (4) A corporation may not indemnify a director or advance expenses under this
   section for a proceeding  brought by that director  against the  corporation,
   except:

     (i) For a proceeding brought to enforce indemnification under this section;
     or

     (ii) If the charter or bylaws of the corporation, a resolution of the board
     of directors of the corporation,  or an agreement  approved by the board of
     directors of the  corporation to which the corporation is a party expressly
     provide otherwise.

(c) A director may not be  indemnified  under  subsection (b) of this section in
respect of any proceeding  charging  improper  personal benefit to the director,
whether or not involving action in the director's  official  capacity,  in which
the director was  adjudged to be liable on the basis that  personal  benefit was
improperly received.

(d) Unless limited by the charter:

   (1) A director who has been  successful,  on the merits or otherwise,  in the
   defense of any proceeding referred to in subsection (b) of this section shall
   be  indemnified  against  reasonable  expenses  incurred  by the  director in
   connection with the proceeding.

   (2) A court of appropriate  jurisdiction,  upon application of a director and
   such  notice as the court shall  require,  may order  indemnification  in the
   following circumstances:

     (i)  If it  determines  a  director  is  entitled  to  reimbursement  under
     paragraph (1) of this subsection, the court shall order indemnification, in
     which case the  director  shall be  entitled  to recover  the  expenses  of
     securing such reimbursement; or

     (ii) If it determines  that the director is fairly and reasonably  entitled
     to  indemnification in view of all the relevant  circumstances,  whether or
     not the director has met the  standards of conduct set forth in  subsection
     (b) of this section or has been  adjudged  liable  under the  circumstances
     described  in  subsection  (c) of this  section,  the court may order  such
     indemnification  as the court shall deem proper.  However,  indemnification
     with respect to any proceeding by or in the right of the  corporation or in
     which liability shall have been adjudged in the circumstances  described in
     subsection (c) shall be limited to expenses.

                                      II-2
<PAGE>

   (3) A court of  appropriate  jurisdiction  may be the same court in which the
   proceeding involving the director's liability took place.

(e)(1)  Indemnification  under subsection (b) of this section may not be made by
the  corporation   unless   authorized  for  a  specific   proceeding   after  a
determination has been made that  indemnification of the director is permissible
in the  circumstances  because the  director has met the standard of conduct set
forth in subsection (b) of this section.

   (2) Such determination shall be made:

     (i) By the board of directors by a majority vote of a quorum  consisting of
     directors not, at the time, parties to the proceeding, or, if such a quorum
     cannot be  obtained,  then by a majority  vote of a committee  of the board
     consisting  solely of two or more  directors  not, at the time,  parties to
     such  proceeding  and who were duly  designated  to act in the  matter by a
     majority vote of the full board in which the  designated  directors who are
     parties may participate;

     (ii) By special  legal  counsel  selected  by the board of  directors  or a
     committee  of the  board by vote as set forth in  subparagraph  (i) of this
     paragraph, or, if the requisite quorum of the full board cannot be obtained
     therefor and the committee cannot be established, by a majority vote of the
     full board in which directors who are parties may participate; or

     (iii) By the stockholders.

   (3) Authorization of  indemnification  and determination as to reasonableness
   of  expenses  shall  be made in the same  manner  as the  determination  that
   indemnification   is  permissible.   However,   if  the  determination   that
   indemnification   is   permissible   is  made  by  special   legal   counsel,
   authorization of  indemnification  and  determination as to reasonableness of
   expenses  shall  be made in the  manner  specified  in  subparagraph  (ii) of
   paragraph (2) of this subsection for selection of such counsel.

   (4) Shares held by  directors  who are parties to the  proceeding  may not be
   voted on the subject matter under this subsection.

(f)(1) Reasonable expenses incurred by a director who is a party to a proceeding
may be paid or reimbursed by the corporation in advance of the final disposition
of the proceeding upon receipt by the corporation of:

     (i) A written  affirmation  by the  director of the  director's  good faith
     belief that the standard of conduct  necessary for  indemnification  by the
     corporation as authorized in this section has been met; and

     (ii) A written  undertaking  by or on behalf of the  director  to repay the
     amount if it shall  ultimately be  determined  that the standard of conduct
     has not been met.

   (2) The undertaking  required by  subparagraph  (ii) of paragraph (1) of this
   subsection shall be an unlimited general  obligation of the director but need
   not be secured and may be accepted without  reference to financial ability to
   make the repayment.

   (3) Payments under this subsection  shall be made as provided by the charter,
   bylaws, or contract or as specified in subsection (e) of this section.

(g) The  indemnification  and advancement of expenses  provided or authorized by
this section may not be deemed exclusive of any other rights, by indemnification
or otherwise, to which a director may be entitled under the charter, the bylaws,
a resolution of stockholders or directors, an agreement or otherwise, both as to
action  in an  official  capacity  and as to action in  another  capacity  while
holding such office.

(h) This  section  does not limit the  corporation's  power to pay or  reimburse
expenses incurred by a director in connection with an appearance as a witness in
a proceeding at a time when the director has not been made a named  defendant or
respondent in the proceeding.

(i) For purposes of this section:

   (1) The corporation  shall be deemed to have requested a director to serve an
   employee  benefit plan where the performance of the director's  duties to the
   corporation  also imposes duties on, or otherwise  involves  services by,


                                      II-3
<PAGE>

   the director to the plan or  participants or  beneficiaries  of the plan;

   (2) Excise taxes  assessed on a director with respect to an employee  benefit
   plan pursuant to applicable law shall be deemed fines; and

   (3) Action  taken or  omitted by the  director  with  respect to an  employee
   benefit  plan in the  performance  of the  director's  duties  for a  purpose
   reasonably believed by the director to be in the interest of the participants
   and  beneficiaries  of the plan shall be deemed to be for a purpose  which is
   not opposed to the best interests of the corporation.

(j) Unless limited by the charter:

   (1) An officer of the  corporation  shall be indemnified as and to the extent
   provided  in  subsection  (d) of this  section  for a  director  and shall be
   entitled, to the same extent as a director, to seek indemnification  pursuant
   to the provisions of subsection (d);

   (2) A corporation may indemnify and advance expenses to an officer, employee,
   or  agent  of the  corporation  to the  same  extent  that  it may  indemnify
   directors under this section; and

   (3) A  corporation,  in addition,  may indemnify  and advance  expenses to an
   officer,  employee,  or agent who is not a director to such  further  extent,
   consistent  with law, as may be provided by its charter,  bylaws,  general or
   specific action of its board of directors, or contract.

(k)(1) A corporation may purchase and maintain insurance on behalf of any person
who is or was a director,  officer,  employee,  or agent of the corporation,  or
who, while a director, officer, employee, or agent of the corporation, is or was
serving at the  request of the  corporation  as a  director,  officer,  partner,
trustee,  employee,  or  agent  of  another  foreign  or  domestic  corporation,
partnership,  joint venture,  trust, other enterprise,  or employee benefit plan
against any liability  asserted  against and incurred by such person in any such
capacity  or  arising  out  of  such  person's  position,  whether  or  not  the
corporation  would  have the  power to  indemnify  against  liability  under the
provisions of this section.

   (2) A corporation  may provide  similar  protection,  including a trust fund,
   letter of credit, or surety bond, not inconsistent with this section.

   (3) The insurance or similar protection may be provided by a subsidiary or an
   affiliate of the corporation.

(l) Any  indemnification of, or advance of expenses to, a director in accordance
with this  section,  if arising  out of a  proceeding  by or in the right of the
corporation, shall be reported in writing to the stockholders with the notice of
the next stockholders' meeting or prior to the meeting.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         The shares of stock  reoffered  hereby were issued to  directors of the
registrant in private  transactions  exempt from registration under section 4(2)
of the Securities Act of 1933, as amended.

ITEM 8.  EXHIBITS.

         The exhibits  required by Item 601 of Regulation  S-K and this item are
included following the Exhibit Index.


                                      II-4
<PAGE>

ITEM 9.  UNDERTAKINGS.

         The Registrant hereby undertakes that it will:

         (1) file, during any period in which it offers or sells  securities,  a
post-effective  amendment  to this  registration  statement  to: (i) include any
prospectus  required  by section  10(a)(3)  of the  Securities  Act of 1933 (the
"Act");  (ii) reflect in the  prospectus  any facts or events  arising after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information in the registration  statement;  and (iii)
include any material  information  with respect to the plan of distribution  not
previously  disclosed in the  registration  statement or any material  change to
such information in the registration statement.

         (2) for determining  liability under the Act, treat each post-effective
amendment as a new registration  statement  relating to the securities  offered,
and the  offering of the  securities  at that time to be the  initial  bona fide
offering.

         (3) file a post-effective  amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") (and, where applicable,  each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Insofar as indemnification for liabilities arising under the Act may be
permitted to  directors,  officers  and  controlling  persons of the  Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.





                                      II-5
<PAGE>

                                   SIGNATURES

         THE REGISTRANT.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Olney, State of Maryland on July 9, 2004.



                                             By: /s/ HUNTER R. HOLLAR
                                                 ----------------------------
                                                 Hunter R. Hollar, President
                                                 and Chief Executive Officer

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

  Signature                       Title                                   Date

/s/ JOHN CHIRTEA*                 Director                          July 9, 2004
-----------------
John Chirtea

/s/ SUSAN D. GOFF*                Director                          July 9, 2004
------------------
Susan D. Goff

/s/ SOLOMON GRAHAM*               Director                          July 9, 2004
-------------------
Solomon Graham

/s/ GILBERT L. HARDESTY*          Director                          July 9, 2004
------------------------
Gilbert L. Hardesty

/s/ CHARLES F. MESS*              Director                          July 9, 2004
--------------------
Charles F. Mess

/s/ ROBERT L. MITCHELL*           Director                          July 9, 2004
-----------------------
Robert L. Mitchell

/s/ ROBERT L. ORNDORFF, JR.*      Director                          July 9, 2004
----------------------------
Robert L. Orndorff, Jr.

/s/ DAVID E. RIPPEON*             Director                          July 9, 2004
---------------------
David E. Rippeon

/s/ CRAIG A. RUPPERT*             Director                          July 9, 2004
---------------------
Craig A. Ruppert

/s/ LEWIS R. SCHUMANN*            Director                          July 9, 2004
----------------------
Lewis R. Schumann

/s/ W. DREW STABLER*              Director, Chairman of the         July 9, 2004
--------------------              Board
W. Drew Stabler


                                      II-6
<PAGE>

/s/ JAMES H. LANGMEAD             Executive Vice President and      July 9, 2004
---------------------             Chief Financial Officer
James H. Langmead


*By:  /s/ THERESA A. CORNISH
      ----------------------
      Theresa A. Cornish, Attorney in Fact


         THE PLAN.  Pursuant to the  requirements of the Securities Act of 1933,
the following members of the Human Resources Committee, which has responsibility
for the  administration  of the Directors'  Stock  Purchase  Plan,  comprising a
majority thereof,  have duly caused this registration  statement to be signed on
their  behalf by the  undersigned,  thereunto  duly  authorized,  in the City of
Olney, State of Maryland on July 9, 2004.

/s/ JOHN CHIRTEA*
-----------------
John Chirtea

/s/ SUSAN D. GOFF*
------------------
Susan D. Goff

/s/ CHARLES F. MESS*
--------------------
Charles F. Mess

/s/ ROBERT L. MITCHELL*
-----------------------
Robert L. Mitchell

/s/ ROBERT L. ORNDORFF, JR.*
----------------------------
Robert L. Orndorff, Jr.

/s/ CRAIG A. RUPPERT*
---------------------
Craig A. Ruppert

/s/ W. DREW STABLER*
--------------------
W. Drew Stabler

*By:   /s/ THERESA A. CORNISH
       ----------------------
       Theresa A. Cornish, Attorney in Fact



                                INDEX TO EXHIBITS

Exhibit Number                      Description
--------------                      -----------
4                          Director Stock Purchase Plan

5                          Opinion of Kennedy, Baris & Lundy, L.L.P.

23.1                       Consent of Kennedy, Baris & Lundy, L.L.P., included
                           in Exhibit 5


                                      II-7
<PAGE>

23.2                       Consent of McGladrey and Pullen, LLP

23.3                       Consent of Stegman & Company

24                         Power of Attorney




                                      II-8
[{"type": "S-8", "sequence": "1", "filename": "c32902.txt", "secsgml_size_bytes": 58553}]
{"company-data": {"conformed-name": "SANDY SPRING BANCORP INC", "cik": "0000824410", "assigned-sic": "6021", "irs-number": "520312970", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-117330", "film-number": "04911405"}, "business-address": {"street1": "17801 GEORGIA AVE", "city": "OLNEY", "state": "MD", "zip": "20832", "phone": "3017746400"}, "mail-address": {"street1": "17801 GEORGIA AVENUE", "city": "OLNEY", "state": "MD", "zip": "20832"}}
As filed with the Securities and Exchange Commission on July [ ], 2004
                                      Registration Statement No. 333-___________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             -----------------------

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                             ----------------------

                           Sandy Spring Bancorp, Inc.
             (Exact Name of Registrant as Specified in its Charter)

                    Maryland                                52-1532952
         (State or Other Jurisdiction of             (IRS Employer I.D. Number)
         Incorporation or Organization)

                   17801 Georgia Avenue, Olney, Maryland 20832
               (Address of Principal Executive Offices) (Zip Code)

             Sandy Spring Bancorp, Inc. Director Stock Purchase Plan
                              (Full Title of Plan)

                                Hunter R. Hollar
                           Sandy Spring Bancorp, Inc.
                              17801 Georgia Avenue
                              Olney, Maryland 20832
                                 (301) 774-6400
           (Name, Address, and Telephone Number of Agent for Service)

                                    Copy to:

                          James I. Lundy, III, Esquire
                         Kennedy, Baris & Lundy, L.L.P.
                                   Suite P-15
                               4701 Sangamore Road
                            Bethesda, Maryland 20816

                       -----------------------------------

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
    Title of                      Proposed
  Securities     Amount to be     Maximum       Proposed Maximum      Amount of
     to be        Registered    Offering per   Aggregate Offering   Registration
  Registered         (1)         Share(1)          Price(1)              Fee
--------------------------------------------------------------------------------
 Common Stock,     15,000         $34.05           $510,675
$1.00 par value    shares                                              $64.70
--------------------------------------------------------------------------------

(1)  Based  upon the  average  of the high and low  prices of the  Common  Stock
reported in the  consolidated  reporting  system on July 9, 2004,  in accordance
with Rule 457(c) under the Securities  Act of 1933, as amended (the  "Securities
Act"),  solely for purposes of calculating the registration fee pursuant to Rule
457(h) under the Securities Act.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Pursuant to General  Instruction  C of Form S-8,  the  information  set
forth under the caption "PROSPECTUS" below constitutes a Reoffer Prospectus with
respect to  restricted  shares of common stock  purchased  by certain  directors
under the Sandy Spring Bancorp, Inc. Directors' Stock Purchase Plan (the "Plan")
prior to the filing of this Registration Statement.  The documents and documents
incorporated by reference  constituting  the prospectus for the  registration of
shares of common stock of the Registrant  offered to directors of the Registrant
under the Plan are not filed with the Commission, pursuant to the note to Part I
of Form S-8 and Commission Rule 428.
PROSPECTUS

                                  1,120 SHARES
                           SANDY SPRING BANCORP, INC.

                                  COMMON STOCK

         Sandy  Spring  Bancorp,  Inc. is the holding  company for Sandy  Spring
Bank, a commercial bank headquartered in Olney, Virginia.

         Certain  members of the board of directors of Sandy Spring  Bancorp are
reoffering  1,120 shares of Common Stock that they purchased  under our Director
Stock Purchase Plan.  Our common stock is quoted on the Nasdaq  National  Market
under the symbol "SASR". The directors may sell these reoffered shares in public
or privately negotiated  transactions or may transfer them by gift or bequest or
otherwise from time to time in the future.

         INVESTING IN COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"  BEGINNING
ON PAGE 1 TO READ  ABOUT  FACTORS  YOU  SHOULD  CONSIDER  BEFORE  YOU MAKE  YOUR
INVESTMENT DECISION.

         The price of the  reoffered  shares to the public  depends  upon future
market prices of the common stock that can not yet be determined.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE.

         THESE  SECURITIES  ARE  NOT  DEPOSITS,   SAVINGS  ACCOUNTS,   OR  OTHER
OBLIGATIONS  OF A  DEPOSITORY  INSTITUTION  AND ARE NOT  INSURED BY THE  FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

                  The date of this prospectus is July 9, 2004.
TABLE OF CONTENTS

Summary........................................................................1
Risk Factors...................................................................1
Caution about Forward Looking Statements.......................................3
Selling Security Holders.......................................................4
Where You Can Find Additional Information about Sandy Spring Bancorp, Inc......4
Documents Incorporated by Reference............................................4
Indemnification of Directors and Officers......................................5

YOU SHOULD RELY ONLY ON THE  INFORMATION  CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS.  WE HAVE NOT AUTHORIZED ANY OTHER PERSON TO PROVIDE YOU WITH
DIFFERENT  INFORMATION.  THE SHARES  REOFFERED BY THIS  PROSPECTUS ARE NOT BEING
OFFERED IN ANY JURISDICTION WHERE THEIR REOFFER OR SALE IS NOT PERMITTED.
SUMMARY

         THIS  SUMMARY  HIGHLIGHTS   SELECTED   INFORMATION  ABOUT  US  AND  THE
REOFFERING.  THE SUMMARY DOES NOT CONTAIN ALL OF THE INFORMATION THAT YOU SHOULD
CONSIDER  BEFORE  INVESTING  IN OUR COMMON  STOCK .YOU SHOULD READ THIS  SUMMARY
TOGETHER  WITH THE  ENTIRE  PROSPECTUS.  EXCEPT AS  OTHERWISE  INDICATED  BY THE
CONTEXT,  REFERENCES  IN THIS  PROSPECTUS  TO "WE,"  "OUR,"  OR "US," ARE TO THE
COMBINED BUSINESS OF SANDY SPRING BANCORP AND ITS SUBSIDIARIES,  INCLUDING SANDY
SPRING BANK.

SANDY SPRING  BANCORP,  INC. Sandy Spring  Bancorp,  Inc. is the registered bank
holding company for Sandy Spring Bank,  headquartered  in Olney,  Maryland.  The
Bank  operates  thirty  community  offices in Anne Arundel,  Frederick,  Howard,
Montgomery, and Prince George's Counties in Maryland, together with an insurance
subsidiary and an equipment leasing company. The address and phone number of our
principal  executive  offices are 17801 Georgia  Avenue Olney,  Maryland  20832,
(301) 774-6400.

         We  offer  a  broad  range  of  financial  services  to  consumers  and
businesses in this market area. We have  established a strategy of independence,
and intend to establish or acquire additional  offices,  banking  organizations,
and nonbanking organizations as appropriate opportunities may arise.

THE SANDY SPRING  BANCORP,  INC.  DIRECTORS'  STOCK  PURCHASE PLAN. Our board of
directors  established the Directors' Stock Purchase Plan in December 2003. This
plan  provides a convenient  means for  participating  directors to purchase our
common  stock at its  market  value.  A total of 15,000  shares of common  stock
(approximately  1/10 of one percent of our  outstanding  shares of common stock)
are authorized for issuance under the plan.

THE  REOFFERED  SHARES.  In May 2004,  1,120  shares of common stock were issued
under the Directors'  Stock Purchase Plan.  These shares are being  reoffered by
means of this  prospectus.  Before  investing,  carefully review the information
contained in "Risk Factors," below.

                                  RISK FACTORS

CHANGES IN INTEREST RATES COULD REDUCE OUR PROFITABILITY.

            Our  ability  to  make  a  profit,   like  that  of  most  financial
institutions,  substantially  depends upon our net interest income, which is the
difference  between the interest income we earn on our  interest-earning  assets
(such as loans and investment securities) and the interest expense we pay on our
interest-bearing  liabilities (such as deposits and borrowings).  Certain assets
and liabilities,  however,  may react in different  degrees to changes in market
interest rates. Further,  interest rates on some types of assets and liabilities
may fluctuate prior to changes in broader market interest rates,  while rates on
other  types  may  lag  behind.  Additionally,  some  of  our  assets,  such  as
adjustable-rate mortgages, have features,  including payment and rate caps, that
restrict changes in their interest rates. Factors such as inflation,  recession,
unemployment, money supply, international disorders, instability in domestic and
foreign  financial  markets,  and other  factors  beyond our  control may affect
interest  rates.  Changes in market interest rates also will affect the level of
voluntary  prepayments  on  our  loans  and  the  receipt  of  payments  on  our
mortgage-backed  securities,  resulting  in the receipt of proceeds  that may be
reinvested  at a lower  rate  than the loan or  mortgage-backed  security  being
prepaid.  Increases in market rates could have a significant  adverse  impact on
our non-interest  income as a result of reduced demand for residential  mortgage
loans and other loans. Although we pursue an asset-liability management strategy
designed to control our risk from changes in market interest  rates,  changes in
interest rates can still have a material adverse effect on our profitability.

OUR  ALLOWANCE  FOR CREDIT  LOSSES MAY BE  INADEQUATE  TO COVER LOSSES  ACTUALLY
INCURRED.

            We maintain an allowance  for credit  losses in an amount we believe
is sufficient to provide for risks in our loan portfolio. At any time, there are
loans included in our loan  portfolio  that may result in losses,  but that have
not been  identified  as  nonperforming  or  potential  problem  loans.  We have
procedures  that we use to help us identify  potential  problem  loans at a time
when they can be worked out with minimal loss.  However,  we cannot be sure that
we will be able to identify deteriorating loans before they become nonperforming
assets,  or that  we will be able to  limit  losses  on  those  loans  that  are

                                       2
identified.  If Sandy Spring Bank incurs actual losses on its loans in excess of
its  allowance  for credit  losses,  it may have  insufficient  income to extend
credit, pay dividends or otherwise supply funds to us.

CHANGES IN LOCAL  ECONOMIC  CONDITIONS  COULD REDUCE OUR INCOME AND GROWTH,  AND
COULD LEAD TO HIGHER LEVELS OF PROBLEM LOANS AND CHARGE-OFFS.

            Our lending  operations are concentrated in Montgomery,  Howard, Ann
Arundel, Prince George's, and Frederick Counties in Maryland. Adverse changes in
economic conditions in these areas, or the neighboring areas of Washington, D.C.
and its Virginia  suburbs or Baltimore,  Maryland and its suburbs could hurt our
ability to collect loans, could reduce the demand for loans, and otherwise could
negatively affect our performance and financial condition.

WE COMPETE WITH OTHERS FOR BUSINESS.

            We compete for loans,  deposits,  and investment  dollars with other
banks  and  other  kinds of  financial  institutions  and  enterprises,  such as
securities firms,  insurance  companies,  savings and loan associations,  credit
unions,  mortgage brokers, and private lenders, many of which have substantially
greater resources than ours. In addition, non-depository institution competitors
are generally not subject to the extensive regulation applicable to us and Sandy
Spring  National Bank.  The  differences in resources and regulation may make it
harder for us to compete profitably,  reduce the rates that we can earn on loans
and  investments,  increase the rates we must offer on deposits and other funds,
and adversely affect our financial condition and earnings.

GOVERNMENT REGULATION SIGNIFICANTLY AFFECTS OUR BUSINESS.

            The banking industry is heavily regulated.  Banking  regulations are
primarily   intended  to  protect  the  federal  deposit   insurance  funds  and
depositors,  not  shareholders.   Sandy  Spring  National  Bank  is  subject  to
regulation and supervision by the Office of the Comptroller of the Currency.  We
are subject to  regulation  and  supervision  by the Board of  Governors  of the
Federal Reserve System. The burden imposed by federal and state regulations puts
banks and bank holding companies at a competitive  disadvantage compared to less
regulated competitors such as finance companies,  mortgage banking companies and
leasing companies.  Changes in the laws,  regulations,  and regulatory practices
affecting the banking  industry could impose  additional costs on us, could hurt
our ability to compete  profitably with other financial  institutions,  or could
have other material adverse effects on us.

         Additionally,  changes in applicable  law, if enacted,  including those
that would permit banks to pay interest on checking and demand deposit  accounts
established  by  businesses,  could have a  significant  negative  effect on net
interest income, net income,  net interest margin,  return on assets, and return
on equity.

         Government  policy  relating  to the deposit  insurance  funds may also
adversely affect our results of operations. Under current law and regulation, if
the reserve  ratio of the Bank  Insurance  Fund falls below  1.25%,  all insured
banks will be required to pay deposit  insurance  premiums.  We do not currently
pay any deposit insurance  premiums.  Payment of deposit insurance premiums will
have an adverse  effect on our earnings.  These changes or other  legislative or
regulatory  developments  could have a  significant  negative  effect on our net
interest income, net income,  net interest margin,  return on assets, and return
on equity.

                    CAUTION ABOUT FORWARD LOOKING STATEMENTS

         We make forward-looking  statements in this prospectus that are subject
to risks and uncertainties. These forward-looking statements include: statements
of goals, intentions,  and earnings expectations;  estimates of risks and future
costs and benefits;  assessments of probable loan and lease losses;  assessments
of market risk;  and  statements  of the ability to achieve  financial and other
goals. These forward-looking statements are subject to significant uncertainties
because  they are based upon or are  affected  by:  management's  estimates  and
projections  of future  interest  rates,  market  behavior,  and other  economic
conditions;  future laws and regulations;  and a variety of other matters which,
by their  nature,  are subject to  significant  uncertainties.  Because of these
uncertainties,  our  actual  future  results  may differ  materially  from those
indicated.  In  addition,  our past  results of

                                       3
operations do not necessarily indicate its future results.

                            SELLING SECURITY HOLDERS

         The three directors who are reoffering  shares in this prospectus,  the
amount  of  common  stock  beneficially  owned  by them  as of the  date of this
prospectus, and the number of shares each of them is reoffering are shown below:

                                      Shares
                                   beneficially         Shares
                 Director              owned           reoffered
       -----------------------------------------------------------
       John Chirtea                   40,465              420
       Gilbert L Hardesty              9,676              350
       Craig A. Ruppert               28,244              350

                    WHERE YOU CAN FIND ADDITIONAL INFORMATION
                        ABOUT SANDY SPRING BANCORP, INC.

         We file annual,  quarterly,  and special reports,  proxy statements and
other information with the SEC. You may read and copy any reports, statements or
other  information  that we file with the SEC at the SEC's public reference room
at 450  Fifth  Street,  NW,  Washington,  D.C.  20549.  Please  call  the SEC at
1-800-SEC-0330  for further  information on the public  reference  room. The SEC
maintains  a World Wide Web site on the  Internet at  "http://www.sec.gov"  that
contains  reports,  proxy and  information  statements,  and  other  information
regarding   companies,   including  Sandy  Spring   Bancorp,   Inc.,  that  file
electronically with the SEC.

         We have filed a  Registration  Statement  on Form S-8 to  register  the
common stock to be sold in the  reoffering.  This  prospectus  is a part of that
Registration  Statement.  As  allowed  by SEC rules,  this  prospectus  does not
contain all the  information you can find in the  Registration  Statement or the
exhibits  to  the  Registration   Statement.   SEC  regulations  require  us  to
"incorporate by reference"  information into this  prospectus,  which means that
important  information  is disclosed by referring you to another  document filed
separately with the SEC. The information incorporated by reference is considered
part of this  prospectus.  Information  incorporated  by reference  from earlier
documents is superseded by information that is included in this prospectus or is
incorporated  by reference from more recent  documents,  to the extent that they
are inconsistent.

                       DOCUMENTS INCORPORATED BY REFERENCE

         This prospectus  incorporates  by reference the documents  listed below
that we have previously filed with the SEC (file no. 0-1906).

         (1)    Annual Report on Form 10-K for the year ended December 31, 2003;

         (2)    Quarterly  Report on Form 10-Q for the  period  ended  March 31,
                2004;

         (3)    Current Reports on Form 8-K filed January 15, 2004 and April 15,
                2004; and

         (4)    The  Description  of Capital  Stock  contained  in Item 5 of the
                Annual Report on Form 10-K for the year ended December 31, 1997.

         Also  incorporated  by reference are  additional  documents that we may
file with the SEC under Section  13(a),  13(c),  14, or 15(d) of the  Securities
Exchange  Act of  1934  after  the  date  of  this  prospectus  and  before  the
termination  of the offering.  These  additional  documents will be deemed to be
incorporated by reference, and to be a part of, this prospectus from the date of
their filing.  These documents  include proxy  statements and periodic  reports,
such as Annual Reports on Form 10-K,  Quarterly Reports on Form 10-Q, and to the
extent  they are  considered  filed,  Current  Reports on Form 8-K.  Information
incorporated by reference from later filed documents supersedes information that
is included in this  prospectus  or is  incorporated  by reference  from earlier
documents, to the extent that they are inconsistent.

                                       4
You can obtain any of the documents  incorporated by reference from us,
the  SEC,  or  the  SEC's  Internet  web  site  as  described  above.  Documents
incorporated by reference are available from Sandy Spring Bancorp,  Inc. without
charge,  including any exhibits specifically  incorporated by reference therein.
You may  obtain  documents  incorporated  by  reference  in this  prospectus  by
requesting them by phone or in writing from Ronald E. Kuykendall, Executive Vice
President,  General  Counsel and Corporate  Secretary,  at Sandy Spring Bancorp,
Inc., 17801 Georgia Avenue, Olney, Maryland 20832, (301) 774-6400.

         You should rely only on the  information  contained or  incorporated by
reference in this prospectus.  We have not authorized anyone to provide you with
information that is different from the information contained in this prospectus.
You should not assume  that the  information  contained  in this  prospectus  is
accurate as of any date other than the date of this prospectus.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Sandy  Spring's   Articles  of  Incorporation   generally  provide  for
indemnification to the extent authorized by applicable law. Section 2-418 of the
Maryland General Corporation Law sets forth circumstances under which directors,
officers,  employees  and agents of Sandy  Spring may be insured or  indemnified
against liability which they may incur in these capacities. The Maryland General
Corporation Law provides, in pertinent part, as follows:

         2-418  INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. --

         (a) In this section the following words have the meanings indicated.

   (1) "Director" means any person who is or was a director of a corporation and
   any person who, while a director of a  corporation,  is or was serving at the
   request  of  the  corporation  as  a  director,  officer,  partner,  trustee,
   employee, or agent of another foreign or domestic  corporation,  partnership,
   joint venture, trust, other enterprise, or employee benefit plan.

   (2) "Corporation"  includes any domestic or foreign  predecessor  entity of a
   corporation  in a merger,  consolidation,  or other  transaction in which the
   predecessor's existence ceased upon consummation of the transaction.

   (3) "Expenses"  include  attorney's  fees.

   (4) "Official capacity" means the following:

     (i) When used with  respect to a  director,  the office of  director in the
     corporation; and

     (ii)  When  used  with  respect  to a  person  other  than  a  director  as
     contemplated  in subsection  (j), the elective or appointive  office in the
     corporation held by the officer,  or the employment or agency  relationship
     undertaken by the employee or agent in behalf of the corporation.

     (iii) "Official capacity" does not include service for any other foreign or
     domestic  corporation  or any  partnership,  joint  venture,  trust,  other
     enterprise, or employee benefit plan.

   (5)  "Party"  includes a person who was,  is, or is  threatened  to be made a
   named  defendant or respondent in a proceeding.  (6)  "Proceeding"  means any
   threatened,  pending or completed action, suit or proceeding,  whether civil,
   criminal, administrative, or investigative.

(b)(1) A corporation  may indemnify any director made a party to any  proceeding
by reason of service in that capacity unless it is established that:

     (i) The act or omission of the director  was material to the matter  giving
     rise to the proceeding; and

         1. Was committed in bad faith; or

         2. Was the result of active and deliberate dishonesty; or

     (ii) The director  actually received an improper personal benefit in money,
     property, or services; or

     (iii) In the case of any criminal  proceeding,  the director had reasonable
     cause to believe that the act or omission was unlawful.

   (2)(i)   Indemnification   may  be  against  judgments,   penalties,   fines,
   settlements,  and reasonable  expenses  actually  incurred by the director in
   connection with the proceeding.

     (ii)  However,  if  the  proceeding  was  one  by or in  the  right  of the
     corporation,  indemnification  may not be made in respect of any proceeding
     in which  the  director  shall  have  been  adjudged  to be  liable  to the
     corporation.

   (3)(i) The  termination of any proceeding by judgment,  order,  or settlement
   does not create a  presumption  that the director

                                       5
did not meet the requisite standard of conduct set forth in this subsection.

     (ii) The  termination of any  proceeding by  conviction,  or a plea of nolo
     contendere or its equivalent, or an entry of an order of probation prior to
     judgment,  creates a rebuttable  presumption that the director did not meet
     that standard of conduct.

   (4) A corporation may not indemnify a director or advance expenses under this
   section for a proceeding  brought by that director  against the  corporation,
   except:

     (i) For a proceeding brought to enforce indemnification under this section;
     or

     (ii) If the charter or bylaws of the corporation, a resolution of the board
     of directors of the corporation,  or an agreement  approved by the board of
     directors of the  corporation to which the corporation is a party expressly
     provide otherwise.

(c) A director may not be  indemnified  under  subsection (b) of this section in
respect of any proceeding  charging  improper  personal benefit to the director,
whether or not involving action in the director's  official  capacity,  in which
the director was  adjudged to be liable on the basis that  personal  benefit was
improperly received.

(d) Unless limited by the charter:

   (1) A director who has been  successful,  on the merits or otherwise,  in the
   defense of any proceeding referred to in subsection (b) of this section shall
   be  indemnified  against  reasonable  expenses  incurred  by the  director in
   connection with the proceeding.

   (2) A court of appropriate  jurisdiction,  upon application of a director and
   such  notice as the court shall  require,  may order  indemnification  in the
   following circumstances:

     (i)  If it  determines  a  director  is  entitled  to  reimbursement  under
     paragraph (1) of this subsection, the court shall order indemnification, in
     which case the  director  shall be  entitled  to recover  the  expenses  of
     securing such reimbursement;  or

     (ii) If it determines  that the director is fairly and reasonably  entitled
     to  indemnification in view of all the relevant  circumstances,  whether or
     not the director has met the  standards of conduct set forth in  subsection
     (b) of this section or has been  adjudged  liable  under the  circumstances
     described  in  subsection  (c) of this  section,  the court may order  such
     indemnification  as the court shall deem proper.  However,  indemnification
     with respect to any proceeding by or in the right of the  corporation or in
     which liability shall have been adjudged in the circumstances  described in
     subsection (c) shall be limited to expenses.

   (3) A court of  appropriate  jurisdiction  may be the same court in which the
   proceeding involving the director's liability took place.

(e)(1)  Indemnification  under subsection (b) of this section may not be made by
the  corporation   unless   authorized  for  a  specific   proceeding   after  a
determination has been made that  indemnification of the director is permissible
in the  circumstances  because the  director has met the standard of conduct set
forth in subsection (b) of this section.

   (2) Such determination shall be made:

     (i) By the board of directors by a majority vote of a quorum  consisting of
     directors not, at the time, parties to the proceeding, or, if such a quorum
     cannot be  obtained,  then by a majority  vote of a committee  of the board
     consisting  solely of two or more  directors  not, at the time,  parties to
     such  proceeding  and who were duly  designated  to act in the  matter by a
     majority vote of the full board in which the  designated  directors who are
     parties may participate;

     (ii) By special  legal  counsel  selected  by the board of  directors  or a
     committee  of the  board by vote as set forth in  subparagraph  (i) of this
     paragraph, or, if the requisite quorum of the full board cannot be obtained
     therefor and the committee cannot be established, by a majority vote of the
     full board in which directors who are parties may participate; or

     (iii) By the stockholders.

   (3) Authorization of  indemnification  and determination as to reasonableness
   of  expenses  shall  be made in the same  manner  as the  determination  that
   indemnification   is  permissible.   However,   if  the  determination   that
   indemnification   is   permissible   is  made  by  special   legal   counsel,
   authorization of  indemnification  and  determination as to reasonableness of
   expenses  shall  be made in the  manner  specified  in  subparagraph  (ii) of
   paragraph (2) of this subsection for selection of such counsel.

   (4) Shares held by  directors  who are parties to the  proceeding  may not be
   voted on the subject matter under this subsection.

                                       6
(f)(1) Reasonable expenses incurred by a director who is a party to a proceeding
may be paid or reimbursed by the corporation in advance of the final disposition
of the proceeding upon receipt by the corporation of:

     (i) A written  affirmation  by the  director of the  director's  good faith
     belief that the standard of conduct  necessary for  indemnification  by the
     corporation as authorized in this section has been met; and

     (ii) A written  undertaking  by or on behalf of the  director  to repay the
     amount if it shall  ultimately be  determined  that the standard of conduct
     has not been met.

   (2) The undertaking  required by  subparagraph  (ii) of paragraph (1) of this
   subsection shall be an unlimited general  obligation of the director but need
   not be secured and may be accepted without  reference to financial ability to
   make the repayment.

   (3) Payments under this subsection  shall be made as provided by the charter,
   bylaws, or contract or as specified in subsection (e) of this section.

(g) The  indemnification  and advancement of expenses  provided or authorized by
this section may not be deemed exclusive of any other rights, by indemnification
or otherwise, to which a director may be entitled under the charter, the bylaws,
a resolution of stockholders or directors, an agreement or otherwise, both as to
action  in an  official  capacity  and as to action in  another  capacity  while
holding such office.

(h) This  section  does not limit the  corporation's  power to pay or  reimburse
expenses incurred by a director in connection with an appearance as a witness in
a proceeding at a time when the director has not been made a named  defendant or
respondent in the proceeding.

(i) For purposes of this section:

   (1) The corporation  shall be deemed to have requested a director to serve an
   employee  benefit plan where the performance of the director's  duties to the
   corporation  also imposes duties on, or otherwise  involves  services by, the
   director to the plan or participants or beneficiaries of the plan;

   (2) Excise taxes  assessed on a director with respect to an employee  benefit
   plan pursuant to applicable law shall be deemed fines; and

   (3) Action  taken or  omitted by the  director  with  respect to an  employee
   benefit  plan in the  performance  of the  director's  duties  for a  purpose
   reasonably believed by the director to be in the interest of the participants
   and  beneficiaries  of the plan shall be deemed to be for a purpose  which is
   not opposed to the best interests of the corporation.

(j) Unless limited by the charter:

   (1) An officer of the  corporation  shall be indemnified as and to the extent
   provided  in  subsection  (d) of this  section  for a  director  and shall be
   entitled, to the same extent as a director, to seek indemnification  pursuant
   to the provisions of subsection (d);

   (2) A corporation may indemnify and advance expenses to an officer, employee,
   or  agent  of the  corporation  to the  same  extent  that  it may  indemnify
   directors under this section; and

   (3) A  corporation,  in addition,  may indemnify  and advance  expenses to an
   officer,  employee,  or agent who is not a director to such  further  extent,
   consistent  with law, as may be provided by its charter,  bylaws,  general or
   specific action of its board of directors, or contract.

(k)(1) A corporation may purchase and maintain insurance on behalf of any person
who is or was a director,  officer,  employee,  or agent of the corporation,  or
who, while a director, officer, employee, or agent of the corporation, is or was
serving at the  request of the  corporation  as a  director,  officer,  partner,
trustee,  employee,  or  agent  of  another  foreign  or  domestic  corporation,
partnership,  joint venture,  trust, other enterprise,  or employee benefit plan
against any liability  asserted  against and incurred by such person in any such
capacity  or  arising  out  of  such  person's  position,  whether  or  not  the
corporation  would  have the  power to  indemnify  against  liability  under the
provisions of this section.

   (2) A corporation  may provide  similar  protection,  including a trust fund,
   letter of credit, or surety bond, not inconsistent

                                       7
with this section.

   (3) The insurance or similar protection may be provided by a subsidiary or an
   affiliate of the corporation.

(l) Any  indemnification of, or advance of expenses to, a director in accordance
with this  section,  if arising  out of a  proceeding  by or in the right of the
corporation, shall be reported in writing to the stockholders with the notice of
the next stockholders' meeting or prior to the meeting.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933,  as  amended,  may be  permitted  to our  directors,  officers  and
controlling persons pursuant to the foregoing provisions,  or otherwise, we have
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by us of expenses incurred or paid by a
director, officer or controlling person in the successful defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection  with the  securities  being  registered,  we will,  unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit to a court of  appropriate  jurisdiction  the  question  of whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

                                       8
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following  documents  filed by Sandy Spring Bancorp,  Inc.  ("Sandy
Spring") with the Securities and Exchange  Commission are hereby incorporated by
reference in this Registration Statement:

         (1)    Annual Report on Form 10-K for the year ended December 31, 2003;

         (2)    Quarterly  Report on Form 10-Q for the  period  ended  March 31,
                2004;

         (3)    Current Reports on Form 8-K filed January 15, 2004 and April 15,
                2004; and

         (4)    The  Description  of Capital  Stock  contained  in Item 5 of the
                Annual Report on Form 10-K for the year ended December 31, 1997.

         All documents filed by Sandy Spring Bancorp,  Inc. pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the date hereof,  and prior to the filing of a  post-effective  amendment hereto
which indicates that all securities offered hereby shall have been sold or which
deregisters all securities  remaining unsold, shall be deemed to be incorporated
by  reference  herein  and to be a part  hereof  from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         As the securities to be issued pursuant to this registration  statement
are  registered  under Section 12 of the Securities  Exchange Act of 1934,  this
item is inapplicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Sandy  Spring's   Articles  of  Incorporation   generally  provide  for
indemnification to the extent authorized by applicable law. Section 2-418 of the
Maryland General Corporation Law sets forth circumstances under which directors,
officers,  employees  and agents of Sandy  Spring may be insured or  indemnified
against liability which they may incur in these capacities. The Maryland General
Corporation Law provides, in pertinent part, as follows:

         2-418  INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. --

         (a) In this section the following words have the meanings indicated.

   (1) "Director" means any person who is or was a director of a corporation and
   any person who, while a director of a  corporation,  is or was serving at the
   request  of  the  corporation  as  a  director,  officer,  partner,  trustee,
   employee, or agent of another foreign or domestic  corporation,  partnership,
   joint venture, trust, other enterprise, or employee benefit plan.

   (2) "Corporation"  includes any domestic or foreign  predecessor  entity of a
   corporation  in a merger,  consolidation,  or other  transaction in which the
   predecessor's existence ceased upon consummation of the transaction.

   (3) "Expenses" include attorney's fees.

   (4) "Official capacity" means the following:

     (i) When used with  respect to a  director,  the office of  director in the
corporation; and

     (ii)  When  used  with  respect  to a  person  other  than  a  director  as
     contemplated  in subsection  (j), the elective or appointive  office in the
     corporation held by the officer,  or the employment or agency  relationship
     undertaken  by the  employee or agent in behalf of the  corporation.

                                      II-1
(iii) "Official capacity" does not include service for any other foreign or
     domestic  corporation  or any  partnership,  joint  venture,  trust,  other
     enterprise, or employee benefit plan.

   (5)  "Party"  includes a person who was,  is, or is  threatened  to be made a
   named  defendant or respondent in a proceeding.  (6)  "Proceeding"  means any
   threatened,  pending or completed action, suit or proceeding,  whether civil,
   criminal, administrative, or investigative.

(b)(1) A corporation  may indemnify any director made a party to any  proceeding
by reason of service in that capacity unless it is established that:

     (i) The act or omission of the director  was material to the matter  giving
     rise to the proceeding; and

         1. Was committed in bad faith; or

         2. Was the result of active and deliberate dishonesty; or

     (ii) The director  actually received an improper personal benefit in money,
     property, or services; or

     (iii) In the case of any criminal  proceeding,  the director had reasonable
     cause to believe that the act or omission was unlawful.

   (2)(i)   Indemnification   may  be  against  judgments,   penalties,   fines,
   settlements,  and reasonable  expenses  actually  incurred by the director in
   connection with the proceeding.

     (ii)  However,  if  the  proceeding  was  one  by or in  the  right  of the
     corporation,  indemnification  may not be made in respect of any proceeding
     in which  the  director  shall  have  been  adjudged  to be  liable  to the
     corporation.

   (3)(i) The  termination of any proceeding by judgment,  order,  or settlement
   does not create a  presumption  that the director did not meet the  requisite
   standard of conduct set forth in this subsection.

     (ii) The  termination of any  proceeding by  conviction,  or a plea of nolo
     contendere or its equivalent, or an entry of an order of probation prior to
     judgment,  creates a rebuttable  presumption that the director did not meet
     that standard of conduct.

   (4) A corporation may not indemnify a director or advance expenses under this
   section for a proceeding  brought by that director  against the  corporation,
   except:

     (i) For a proceeding brought to enforce indemnification under this section;
     or

     (ii) If the charter or bylaws of the corporation, a resolution of the board
     of directors of the corporation,  or an agreement  approved by the board of
     directors of the  corporation to which the corporation is a party expressly
     provide otherwise.

(c) A director may not be  indemnified  under  subsection (b) of this section in
respect of any proceeding  charging  improper  personal benefit to the director,
whether or not involving action in the director's  official  capacity,  in which
the director was  adjudged to be liable on the basis that  personal  benefit was
improperly received.

(d) Unless limited by the charter:

   (1) A director who has been  successful,  on the merits or otherwise,  in the
   defense of any proceeding referred to in subsection (b) of this section shall
   be  indemnified  against  reasonable  expenses  incurred  by the  director in
   connection with the proceeding.

   (2) A court of appropriate  jurisdiction,  upon application of a director and
   such  notice as the court shall  require,  may order  indemnification  in the
   following circumstances:

     (i)  If it  determines  a  director  is  entitled  to  reimbursement  under
     paragraph (1) of this subsection, the court shall order indemnification, in
     which case the  director  shall be  entitled  to recover  the  expenses  of
     securing such reimbursement; or

     (ii) If it determines  that the director is fairly and reasonably  entitled
     to  indemnification in view of all the relevant  circumstances,  whether or
     not the director has met the  standards of conduct set forth in  subsection
     (b) of this section or has been  adjudged  liable  under the  circumstances
     described  in  subsection  (c) of this  section,  the court may order  such
     indemnification  as the court shall deem proper.  However,  indemnification
     with respect to any proceeding by or in the right of the  corporation or in
     which liability shall have been adjudged in the circumstances  described in
     subsection (c) shall be limited to expenses.

                                      II-2
(3) A court of  appropriate  jurisdiction  may be the same court in which the
   proceeding involving the director's liability took place.

(e)(1)  Indemnification  under subsection (b) of this section may not be made by
the  corporation   unless   authorized  for  a  specific   proceeding   after  a
determination has been made that  indemnification of the director is permissible
in the  circumstances  because the  director has met the standard of conduct set
forth in subsection (b) of this section.

   (2) Such determination shall be made:

     (i) By the board of directors by a majority vote of a quorum  consisting of
     directors not, at the time, parties to the proceeding, or, if such a quorum
     cannot be  obtained,  then by a majority  vote of a committee  of the board
     consisting  solely of two or more  directors  not, at the time,  parties to
     such  proceeding  and who were duly  designated  to act in the  matter by a
     majority vote of the full board in which the  designated  directors who are
     parties may participate;

     (ii) By special  legal  counsel  selected  by the board of  directors  or a
     committee  of the  board by vote as set forth in  subparagraph  (i) of this
     paragraph, or, if the requisite quorum of the full board cannot be obtained
     therefor and the committee cannot be established, by a majority vote of the
     full board in which directors who are parties may participate; or

     (iii) By the stockholders.

   (3) Authorization of  indemnification  and determination as to reasonableness
   of  expenses  shall  be made in the same  manner  as the  determination  that
   indemnification   is  permissible.   However,   if  the  determination   that
   indemnification   is   permissible   is  made  by  special   legal   counsel,
   authorization of  indemnification  and  determination as to reasonableness of
   expenses  shall  be made in the  manner  specified  in  subparagraph  (ii) of
   paragraph (2) of this subsection for selection of such counsel.

   (4) Shares held by  directors  who are parties to the  proceeding  may not be
   voted on the subject matter under this subsection.

(f)(1) Reasonable expenses incurred by a director who is a party to a proceeding
may be paid or reimbursed by the corporation in advance of the final disposition
of the proceeding upon receipt by the corporation of:

     (i) A written  affirmation  by the  director of the  director's  good faith
     belief that the standard of conduct  necessary for  indemnification  by the
     corporation as authorized in this section has been met; and

     (ii) A written  undertaking  by or on behalf of the  director  to repay the
     amount if it shall  ultimately be  determined  that the standard of conduct
     has not been met.

   (2) The undertaking  required by  subparagraph  (ii) of paragraph (1) of this
   subsection shall be an unlimited general  obligation of the director but need
   not be secured and may be accepted without  reference to financial ability to
   make the repayment.

   (3) Payments under this subsection  shall be made as provided by the charter,
   bylaws, or contract or as specified in subsection (e) of this section.

(g) The  indemnification  and advancement of expenses  provided or authorized by
this section may not be deemed exclusive of any other rights, by indemnification
or otherwise, to which a director may be entitled under the charter, the bylaws,
a resolution of stockholders or directors, an agreement or otherwise, both as to
action  in an  official  capacity  and as to action in  another  capacity  while
holding such office.

(h) This  section  does not limit the  corporation's  power to pay or  reimburse
expenses incurred by a director in connection with an appearance as a witness in
a proceeding at a time when the director has not been made a named  defendant or
respondent in the proceeding.

(i) For purposes of this section:

   (1) The corporation  shall be deemed to have requested a director to serve an
   employee  benefit plan where the performance of the director's  duties to the
   corporation  also imposes duties on, or otherwise  involves  services by,

                                      II-3
the director to the plan or  participants or  beneficiaries  of the plan;

   (2) Excise taxes  assessed on a director with respect to an employee  benefit
   plan pursuant to applicable law shall be deemed fines; and

   (3) Action  taken or  omitted by the  director  with  respect to an  employee
   benefit  plan in the  performance  of the  director's  duties  for a  purpose
   reasonably believed by the director to be in the interest of the participants
   and  beneficiaries  of the plan shall be deemed to be for a purpose  which is
   not opposed to the best interests of the corporation.

(j) Unless limited by the charter:

   (1) An officer of the  corporation  shall be indemnified as and to the extent
   provided  in  subsection  (d) of this  section  for a  director  and shall be
   entitled, to the same extent as a director, to seek indemnification  pursuant
   to the provisions of subsection (d);

   (2) A corporation may indemnify and advance expenses to an officer, employee,
   or  agent  of the  corporation  to the  same  extent  that  it may  indemnify
   directors under this section; and

   (3) A  corporation,  in addition,  may indemnify  and advance  expenses to an
   officer,  employee,  or agent who is not a director to such  further  extent,
   consistent  with law, as may be provided by its charter,  bylaws,  general or
   specific action of its board of directors, or contract.

(k)(1) A corporation may purchase and maintain insurance on behalf of any person
who is or was a director,  officer,  employee,  or agent of the corporation,  or
who, while a director, officer, employee, or agent of the corporation, is or was
serving at the  request of the  corporation  as a  director,  officer,  partner,
trustee,  employee,  or  agent  of  another  foreign  or  domestic  corporation,
partnership,  joint venture,  trust, other enterprise,  or employee benefit plan
against any liability  asserted  against and incurred by such person in any such
capacity  or  arising  out  of  such  person's  position,  whether  or  not  the
corporation  would  have the  power to  indemnify  against  liability  under the
provisions of this section.

   (2) A corporation  may provide  similar  protection,  including a trust fund,
   letter of credit, or surety bond, not inconsistent with this section.

   (3) The insurance or similar protection may be provided by a subsidiary or an
   affiliate of the corporation.

(l) Any  indemnification of, or advance of expenses to, a director in accordance
with this  section,  if arising  out of a  proceeding  by or in the right of the
corporation, shall be reported in writing to the stockholders with the notice of
the next stockholders' meeting or prior to the meeting.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         The shares of stock  reoffered  hereby were issued to  directors of the
registrant in private  transactions  exempt from registration under section 4(2)
of the Securities Act of 1933, as amended.

ITEM 8.  EXHIBITS.

         The exhibits  required by Item 601 of Regulation  S-K and this item are
included following the Exhibit Index.

                                      II-4
ITEM 9.  UNDERTAKINGS.

         The Registrant hereby undertakes that it will:

         (1) file, during any period in which it offers or sells  securities,  a
post-effective  amendment  to this  registration  statement  to: (i) include any
prospectus  required  by section  10(a)(3)  of the  Securities  Act of 1933 (the
"Act");  (ii) reflect in the  prospectus  any facts or events  arising after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information in the registration  statement;  and (iii)
include any material  information  with respect to the plan of distribution  not
previously  disclosed in the  registration  statement or any material  change to
such information in the registration statement.

         (2) for determining  liability under the Act, treat each post-effective
amendment as a new registration  statement  relating to the securities  offered,
and the  offering of the  securities  at that time to be the  initial  bona fide
offering.

         (3) file a post-effective  amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") (and, where applicable,  each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Insofar as indemnification for liabilities arising under the Act may be
permitted to  directors,  officers  and  controlling  persons of the  Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.

                                      II-5
SIGNATURES

         THE REGISTRANT.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Olney, State of Maryland on July 9, 2004.

                                             By: /s/ HUNTER R. HOLLAR
                                                 ----------------------------
                                                 Hunter R. Hollar, President
                                                 and Chief Executive Officer

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

  Signature                       Title                                   Date

/s/ JOHN CHIRTEA*                 Director                          July 9, 2004
-----------------
John Chirtea

/s/ SUSAN D. GOFF*                Director                          July 9, 2004
------------------
Susan D. Goff

/s/ SOLOMON GRAHAM*               Director                          July 9, 2004
-------------------
Solomon Graham

/s/ GILBERT L. HARDESTY*          Director                          July 9, 2004
------------------------
Gilbert L. Hardesty

/s/ CHARLES F. MESS*              Director                          July 9, 2004
--------------------
Charles F. Mess

/s/ ROBERT L. MITCHELL*           Director                          July 9, 2004
-----------------------
Robert L. Mitchell

/s/ ROBERT L. ORNDORFF, JR.*      Director                          July 9, 2004
----------------------------
Robert L. Orndorff, Jr.

/s/ DAVID E. RIPPEON*             Director                          July 9, 2004
---------------------
David E. Rippeon

/s/ CRAIG A. RUPPERT*             Director                          July 9, 2004
---------------------
Craig A. Ruppert

/s/ LEWIS R. SCHUMANN*            Director                          July 9, 2004
----------------------
Lewis R. Schumann

/s/ W. DREW STABLER*              Director, Chairman of the         July 9, 2004
--------------------              Board
W. Drew Stabler

                                      II-6
/s/ JAMES H. LANGMEAD             Executive Vice President and      July 9, 2004
---------------------             Chief Financial Officer
James H. Langmead

*By:  /s/ THERESA A. CORNISH
      ----------------------
      Theresa A. Cornish, Attorney in Fact

         THE PLAN.  Pursuant to the  requirements of the Securities Act of 1933,
the following members of the Human Resources Committee, which has responsibility
for the  administration  of the Directors'  Stock  Purchase  Plan,  comprising a
majority thereof,  have duly caused this registration  statement to be signed on
their  behalf by the  undersigned,  thereunto  duly  authorized,  in the City of
Olney, State of Maryland on July 9, 2004.

/s/ JOHN CHIRTEA*
-----------------
John Chirtea

/s/ SUSAN D. GOFF*
------------------
Susan D. Goff

/s/ CHARLES F. MESS*
--------------------
Charles F. Mess

/s/ ROBERT L. MITCHELL*
-----------------------
Robert L. Mitchell

/s/ ROBERT L. ORNDORFF, JR.*
----------------------------
Robert L. Orndorff, Jr.

/s/ CRAIG A. RUPPERT*
---------------------
Craig A. Ruppert

/s/ W. DREW STABLER*
--------------------
W. Drew Stabler

*By:   /s/ THERESA A. CORNISH
       ----------------------
       Theresa A. Cornish, Attorney in Fact

                                INDEX TO EXHIBITS

Exhibit Number                      Description
--------------                      -----------
4                          Director Stock Purchase Plan

5                          Opinion of Kennedy, Baris & Lundy, L.L.P.

23.1                       Consent of Kennedy, Baris & Lundy, L.L.P., included
                           in Exhibit 5

                                      II-7
23.2                       Consent of McGladrey and Pullen, LLP

23.3                       Consent of Stegman & Company

24                         Power of Attorney

                                      II-8