<PAGE>
 
         As filed with the Securities and Exchange Commission on August 29, 1996
                                       Registration Statement No. 33-___________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


                       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)

<TABLE>
<S>                                          <C>
                    Delaware                          52-1532952
        (State or Other Jurisdiction of      (IRS Employer I.D. Number)
        Incorporation or Organization)
</TABLE>

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

          SANDY SPRING BANCORP, INC. AMENDED AND RESTATED STOCK OPTION
                PLAN FOR EMPLOYEES OF ANNAPOLIS BANCSHARES, INC.
                              (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)

                                   Copies to:

                          James I. Lundy, III, Esquire
                            Kennedy & Baris, L.L.P.
                                   Suite 300
                               4719 Hampden Lane
                           Bethesda, Maryland  20814
                      ___________________________________

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                    <C>                    <C>                   <C>                  <C>
Title of Securities           Amount                Proposed             Proposed           Amount of
to be Registered       to be Registered/(1)/    Maximum Offering     Maximum Aggregate   Registration Fee
Common Stock,                                 Price per Share/(2)/  Offering Price/(2)/
$1.00 par value               $85,740                $13.98              $85,740             $100.00
</TABLE>

(1)  Represents the aggregate exercise prices of the options to which this
Registration Statement relates, in accordance with the provisions of Rule
457(h)(1) under the Securities Act of 1933.

(2)  Represents the highest exercise price of any of the options to which this
Registration Statement relates, in accordance with the provisions of Rule
457(h)(1) under the Securities Act of 1933.
<PAGE>
 
                                 PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  Incorporation of Certain Documents by Reference.

        The following documents filed with Securities and Exchange Commission
are hereby incorporated by reference herein:

        (1)  Sandy Spring's Annual Report on Form 10-K for the year ended
             December 31, 1995;

        (2)  Sandy Spring's Quarterly Reports on Form 10-Q for the quarters
             ended March 31, 1996 and June 30, 1996;

        (3)  Sandy Spring's Current Report on Form 8-K dated April 16, 1996; and

        (4)  The description of Sandy Spring Common Stock contained in Sandy
             Spring's Notice of Annual Meeting and Proxy Statement dated March
             24, 1992 and Current Report on Form 8-K, dated May 13, 1992.

        (5)  All other reports filed by the Company pursuant to Section 13(a) or
             15(d) of the Securities Exchange Act of 1934 since the end of the
             fiscal year covered by the annual report referred to in (1) above;

        All documents filed by Sandy Spring 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 their capacities:

     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,


                                      R-2
<PAGE>
 
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, 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 sub-section (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 on 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 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 rebuttal presumption that the director did not meet that
standard of conduct.
        (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


                                      R-3
<PAGE>
 
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 shareholders.
        (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 shareholders of 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 fined; and


                                      R-4
<PAGE>
 
        (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 shareholders with the
notice of the next shareholders' meeting or prior to the meeting.

       Sandy Spring has purchased director and officer liability insurance that
insures directors and officers against certain liabilities in connection with
the performance of their duties as directors and officers, and that provides for
payment to Sandy Spring of costs incurred by it in indemnifying its directors
and officers.

ITEM 7.  Exemption From Registration Claimed.

        As no restricted securities are to be reoffered or resold pursuant to
this registration statement, this item is inapplicable.

ITEM 8.  Exhibits.

        The exhibits required by Item 601 of Regulation S-K and this item are
included following the Exhibit Index at Page R-7 hereof.

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


                                      R-5
<PAGE>
 
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.


                                      R-6
<PAGE>
 
                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant 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 August 28, 1996.

                                       SANDY SPRING BANCORP, INC.



                                       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.

        We, the undersigned directors and officers of the registrant, hereby
severally constitute and appoint Marjorie S. Cook and Hunter R. Hollar, and each
of them, our true and lawful attorneys and agents, to do any and all things in
our names in the capacities indicated below which said person and/or persons may
deem necessary or advisable to enable the registrant to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the registration
statement on Form S-8 relating to the offering of the registrant's Common Stock,
including specifically, but not limited to, power and authority to sign for us
in our names in the capacities indicated below the registration statement and
any all amendments (including post-effective amendments) thereto; and we hereby
approve, ratify and confirm all that said person and/or persons shall do or
cause to be done by virtue thereof.



<TABLE>
<S>                                               <C>                                           <C>            
/s/ Andrew N. Adams, Jr.                          Director                                      August 28, 1996
- ------------------------------------------------                                                               
Andrew N. Adams, Jr.                                                                                          
                                                                                                               
                                                                                                               
/s/ John Chirtea                                  Director                                      August 28, 1996
- ------------------------------------------------                                                               
John Chirtea                                                                                                  
                                                                                                               
                                                                                                               
/s/ Willard H. Derrick                            Chairman of the                               August 28, 1996
- ------------------------------------------------                                                               
Willard H. Derrick                                Board of Directors                                           
                                                                                                               
                                                                                                               
/s/ Susan D. Goff                                 Director                                      August 28, 1996
- ------------------------------------------------                                                               
Susan D. Goff                                                                                                  
                                                                                                               
                                                                                                               
/s/ Solomon Graham, Jr.                           Director                                      August 28, 1996 
- ------------------------------------------------                                                               
Solomon Graham, Jr.                                                                                           
                                                                                                               
                                                                                                               
/s/ Joyce R. Hawkins                              Director                                      August 28, 1996 
- ------------------------------------------------
Joyce R. Hawkins
</TABLE>
<PAGE>
 
<TABLE>
<S>                                               <C>                                           <C> 
/s/ Hunter R. Hollar                               President, Chief Executive Officer           August 28, 1996
- ------------------------------------------------
Hunter R. Hollar                                   and Director 


/s/ Thomas O. Keech                               Director                                      August 28, 1996
- ------------------------------------------------
Thomas O. Keech


/s/ Charles F. Mess                               Director                                      August 28, 1996
- ------------------------------------------------
Charles F. Mess


/s/ Robert L. Mitchell                            Director                                      August 28, 1996
- ------------------------------------------------
Robert L. Mitchell


                                                  Director                                      _______________, 1996
- ------------------------------------------------
Robert L. Orndorff, Jr.


/s/ Lewis R. Schumann                             Director                                      August 28, 1996
- ------------------------------------------------
Lewis R. Schumann


/s/ W. Drew Stabler                               Director                                      August 28, 1996
- ------------------------------------------------
W. Drew Stabler


/s/ James H. Langmead                             Vice President, Treasurer and                 August 28, 1996
- ------------------------------------------------
James H. Langmead                                 Principal Financial and
                                                  Accounting Officer
 
</TABLE>
<PAGE>
 
                               Index to Exhibits


Exhibit Number        Description
- --------------        -----------

4              Sandy Spring Bancorp, Inc. Amended and Restated Stock Option Plan
               for Employees of Annapolis Bancshares, Inc. (formerly, the
               Annapolis Bancshares, Inc. Incentive Stock Option Plan.) ........

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

23(a)          Consent of Kennedy & Baris, L.L.P., included in Exhibit 5 .......

23(b)          Consent of Stegman & Company ....................................
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 28262}]
{"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": "333-11049", "film-number": "96623375"}, "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 August 29, 1996
                                       Registration Statement No. 33-___________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       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)
Delaware                          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. AMENDED AND RESTATED STOCK OPTION
                PLAN FOR EMPLOYEES OF ANNAPOLIS BANCSHARES, INC.
                              (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)

                                   Copies to:

                          James I. Lundy, III, Esquire
                            Kennedy & Baris, L.L.P.
                                   Suite 300
                               4719 Hampden Lane
                           Bethesda, Maryland  20814
                      ___________________________________

                        CALCULATION OF REGISTRATION FEE
Title of Securities           Amount                Proposed             Proposed           Amount of
to be Registered       to be Registered/(1)/    Maximum Offering     Maximum Aggregate   Registration Fee
Common Stock,                                 Price per Share/(2)/  Offering Price/(2)/
$1.00 par value               $85,740                $13.98              $85,740             $100.00
(1)  Represents the aggregate exercise prices of the options to which this
Registration Statement relates, in accordance with the provisions of Rule
457(h)(1) under the Securities Act of 1933.

(2)  Represents the highest exercise price of any of the options to which this
Registration Statement relates, in accordance with the provisions of Rule
457(h)(1) under the Securities Act of 1933.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Certain Documents by Reference.

        The following documents filed with Securities and Exchange Commission
are hereby incorporated by reference herein:

        (1)  Sandy Spring's Annual Report on Form 10-K for the year ended
             December 31, 1995;

        (2)  Sandy Spring's Quarterly Reports on Form 10-Q for the quarters
             ended March 31, 1996 and June 30, 1996;

        (3)  Sandy Spring's Current Report on Form 8-K dated April 16, 1996; and

        (4)  The description of Sandy Spring Common Stock contained in Sandy
             Spring's Notice of Annual Meeting and Proxy Statement dated March
             24, 1992 and Current Report on Form 8-K, dated May 13, 1992.

        (5)  All other reports filed by the Company pursuant to Section 13(a) or
             15(d) of the Securities Exchange Act of 1934 since the end of the
             fiscal year covered by the annual report referred to in (1) above;

        All documents filed by Sandy Spring 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 their capacities:

     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,

                                      R-2
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, 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 sub-section (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 on 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 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 rebuttal presumption that the director did not meet that
standard of conduct.
        (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

                                      R-3
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 shareholders.
        (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 shareholders of 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 fined; and

                                      R-4
(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 shareholders with the
notice of the next shareholders' meeting or prior to the meeting.

       Sandy Spring has purchased director and officer liability insurance that
insures directors and officers against certain liabilities in connection with
the performance of their duties as directors and officers, and that provides for
payment to Sandy Spring of costs incurred by it in indemnifying its directors
and officers.

ITEM 7.  Exemption From Registration Claimed.

        As no restricted securities are to be reoffered or resold pursuant to
this registration statement, this item is inapplicable.

ITEM 8.  Exhibits.

        The exhibits required by Item 601 of Regulation S-K and this item are
included following the Exhibit Index at Page R-7 hereof.

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

                                      R-5
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.

                                      R-6
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant 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 August 28, 1996.

                                       SANDY SPRING BANCORP, INC.

                                       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.

        We, the undersigned directors and officers of the registrant, hereby
severally constitute and appoint Marjorie S. Cook and Hunter R. Hollar, and each
of them, our true and lawful attorneys and agents, to do any and all things in
our names in the capacities indicated below which said person and/or persons may
deem necessary or advisable to enable the registrant to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the registration
statement on Form S-8 relating to the offering of the registrant's Common Stock,
including specifically, but not limited to, power and authority to sign for us
in our names in the capacities indicated below the registration statement and
any all amendments (including post-effective amendments) thereto; and we hereby
approve, ratify and confirm all that said person and/or persons shall do or
cause to be done by virtue thereof.
/s/ Andrew N. Adams, Jr.                          Director                                      August 28, 1996
- ------------------------------------------------                                                               
Andrew N. Adams, Jr.                                                                                          
                                                                                                               
                                                                                                               
/s/ John Chirtea                                  Director                                      August 28, 1996
- ------------------------------------------------                                                               
John Chirtea                                                                                                  
                                                                                                               
                                                                                                               
/s/ Willard H. Derrick                            Chairman of the                               August 28, 1996
- ------------------------------------------------                                                               
Willard H. Derrick                                Board of Directors                                           
                                                                                                               
                                                                                                               
/s/ Susan D. Goff                                 Director                                      August 28, 1996
- ------------------------------------------------                                                               
Susan D. Goff                                                                                                  
                                                                                                               
                                                                                                               
/s/ Solomon Graham, Jr.                           Director                                      August 28, 1996 
- ------------------------------------------------                                                               
Solomon Graham, Jr.                                                                                           
                                                                                                               
                                                                                                               
/s/ Joyce R. Hawkins                              Director                                      August 28, 1996 
- ------------------------------------------------
Joyce R. Hawkins
/s/ Hunter R. Hollar                               President, Chief Executive Officer           August 28, 1996
- ------------------------------------------------
Hunter R. Hollar                                   and Director 

/s/ Thomas O. Keech                               Director                                      August 28, 1996
- ------------------------------------------------
Thomas O. Keech

/s/ Charles F. Mess                               Director                                      August 28, 1996
- ------------------------------------------------
Charles F. Mess

/s/ Robert L. Mitchell                            Director                                      August 28, 1996
- ------------------------------------------------
Robert L. Mitchell

                                                  Director                                      _______________, 1996
- ------------------------------------------------
Robert L. Orndorff, Jr.

/s/ Lewis R. Schumann                             Director                                      August 28, 1996
- ------------------------------------------------
Lewis R. Schumann

/s/ W. Drew Stabler                               Director                                      August 28, 1996
- ------------------------------------------------
W. Drew Stabler

/s/ James H. Langmead                             Vice President, Treasurer and                 August 28, 1996
- ------------------------------------------------
James H. Langmead                                 Principal Financial and
                                                  Accounting Officer
Index to Exhibits

Exhibit Number        Description
- --------------        -----------

4              Sandy Spring Bancorp, Inc. Amended and Restated Stock Option Plan
               for Employees of Annapolis Bancshares, Inc. (formerly, the
               Annapolis Bancshares, Inc. Incentive Stock Option Plan.) ........

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

23(a)          Consent of Kennedy & Baris, L.L.P., included in Exhibit 5 .......

23(b)          Consent of Stegman & Company ....................................