<PAGE> 1
 
    As filed with the Securities and Exchange Commission on August 27, 1997
                                               Registration No. 333-
                                                                    -----------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                    FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

                       PROVIDENT BANKSHARES CORPORATION
 (exact name of registrant as specified in its certificate of incorporation)

           MARYLAND                                       52-1519642
 (state or other jurisdiction of               (IRS Employer Identification No.)
 incorporation or organization)

                       

                           114 EAST LEXINGTON STREET
                          BALTIMORE, MARYLAND 21202
                                (410) 281-7000
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

             CITIZENS SAVINGS BANK F.S.B. 1986 STOCK OPTION PLAN
       FIRST CITIZENS FINANCIAL CORPORATION DIRECTORS STOCK OPTION PLAN
        FIRST CITIZENS FINANCIAL CORPORATION EMPLOYEE STOCK OPTION PLAN
                           (Full Title of the Plans)

                                                    COPIES TO:
CARL W. STEARN                                      MARY SJOQUIST, ESQ.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER                MARC LEVY, ESQ.
PROVIDENT BANKSHARES CORPORATION                    MULDOON, MURPHY & FAUCETTE
114 EAST LEXINGTON STREET                           5101 WISCONSIN AVENUE, N.W.
BALTIMORE, MARYLAND 21202                           WASHINGTON, DC  20016
(410) 281-7000                                      (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

   APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:  As soon as
          practicable after this Registration Statement becomes effective.

 If any of the securities being registered on this Form are to be offered on
         a delayed or continuous  basis pursuant to Rule 415 under the
            Securities Act of 1933, check the following box. / X /
                                                             ----
<TABLE>
<CAPTION>

===========================================================================================================
   Title of each Class of      Amount to be    Proposed Purchase     Estimated Aggregate    Registration
Securities to be Registered    Registered(1)   Price Per Share(2)       Offering Price          Fee
-----------------------------------------------------------------------------------------------------------
      <S>                      <C>                  <C>                   <C>                  <C>   
        Common Stock           183,150 Shares       $12.089               $4,922,021           $1,492
      $1.00 par value          82,360 Shares
                               141,622 Shares


============================================================================================================


(1) Represents the total number of shares  currently  reserved or available  for issuance together with an
    indeterminate number of additional shares which may be necessary to adjust the number of shares reserved
    for issuance pursuant to the Citizens  Savings Bank F.S.B. Stock Option Plan, First Citizens Financial
    Corporation Directors' Stock Option Plan and the First Citizens Financial Corporation Employee Stock
    Option  Plan, respectively, (in the aggregate, the "Plans") as the result of a stock split, stock
    dividend or similar adjustment of the outstanding Common Stock of Provident Bankshares Corporation
    pursuant to 17 C.F.R. ss.230.416(a).
(2) Determined by a weighted average exercise price of the options previously granted to date under the Plans.

</TABLE>

THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.
Number of Pages:  14
Exhibit Index on Page 10


                                        1

<PAGE> 2



PROVIDENT BANKSHARES CORPORATION

PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS  1 & 2.  The  documents  containing  the  information  for  the  Provident
Bankshares  Corporation  ("Provident",  the "Company" or the "Registrant") offer
and sale of its Common Stock ($1.00 par value) pursuant to the Plans required by
Part I of the  Registration  Statement will be sent or given to the participants
in the Plans as specified by Rule  428(b)(1).  Such documents are not filed with
the  Securities  and Exchange  Commission  (the "SEC")  either as a part of this
Registration  Statement or as a prospectus or prospectus  supplement pursuant to
Rule 424 in reliance on Rule 428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The  following  documents  filed or to be filed with the SEC by  Provident
(File No. 0-16421) are incorporated by reference in this Registration Statement:

      1.    Provident's  Annual Report on Form  10-K for the  fiscal  year ended
December  31,  1996 (SEC File No.,  0-16421)  filed on March 7, 1997 (the  "1996
Provident Form 10-K").

      2.    Provident's Quarterly  Report on  Forms 10-Q  (SEC File No. 0-16421)
for the quarters ended March 31, 1997 and June 30, 1997, filed  on  May 13, 1997
and August 8, 1997, respectively.

      3.    Provident's Current Report on Form 8-K, dated March 18, 1997.

      4.    The description of Provident  Common  Stock  and  Provident  Class A
Preferred  Stock  ("Provident  Class A  Preferred  Stock") and  Preferred  Share
Purchase  Rights  set  forth in  Provident's  registration  statements  filed by
Provident  pursuant to Section 12 of the Exchange Act including any amendment or
report filed for purposes of updating any such description.

      5. The portions of Provident's  Proxy  Statement for the Annual Meeting of
Stockholders  held on April 16, 1997 that have been incorporated by reference in
the 1996 Provident Form 10-K.

      6. All  documents  filed by the  Registrant  pursuant to Section 13(a) and
(c),  14 or 15(d) of the  Exchange  Act after the date  hereof  and prior to the
filing of a  post-effective  amendment  which  deregisters  all securities  then
remaining unsold.

       Any statement contained in this Registration  Statement, or in a document
incorporated or deemed to be incorporated by reference  herein,  shall be deemed
to be modified or superseded for purposes of this Registration  Statement to the
extent that a statement  contained  herein, or in any other  subsequently  filed
document which also is  incorporated  or deemed to be  incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

                                        2

<PAGE> 3



ITEM 4.  DESCRIPTION OF SECURITIES

      The common stock to be offered  pursuant to the Plans has been  registered
pursuant to Section 12 of the Exchange Act.  Accordingly,  a description  of the
common stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None

      The consolidated  financial statements of Provident and subsidiaries as of
December  31, 1996 and 1995 and for each of the years in the  three-year  period
ended December 31, 1996,  included in the 1996 Provident Form 10-K  incorporated
by  reference  into  this  Registration  Statement,  have been  incorporated  by
reference  herein  in  reliance  upon the  report of  Coopers & Lybrand  L.L.P.,
independent auditors,  included in the 1996 Provident Form 10-K and incorporated
by  reference  herein,  and  upon  the  authority  of said  firm as  experts  in
accounting and auditing.

      The  validity of the Common Stock  offered  hereby has been passed upon by
Muldoon, Murphy & Faucette, Washington, DC, for the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Provident's Bylaws provide that Provident shall indemnify,  to the fullest
extent  permitted  by law,  all persons who may be  indemnified  pursuant to the
Maryland General Corporation Law ("MGCL").

      Section  2-418 of the MGCL  permits  indemnification  of any  director  or
officer with respect to any  proceedings  unless it is established  that (a) the
act or omission of the  director  or officer was  material to the matter  giving
rise to the  proceeding  and was either  committed in bad faith or the result of
active or deliberate  dishonesty;  (b) the director or officer actually received
an improper  personal benefit in money,  property or services or (c) in the case
of criminal proceedings, the director or officer had reasonable cause to believe
that the act or omission was unlawful.  The  indemnity  may include  judgements,
penalties, fines, settlements,  and reasonable expenses actually incurred by the
director or officer in connection with the proceedings;  provided, however, that
if the proceeding is won by, or in the right of, the  corporation,  indemnity is
permitted only for reasonable expenses and not with respect to any proceeding in
which the director shall have been adjudged to be liable to the corporation. 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
required for permitted  indemnification.  The  termination  of any proceeding by
conviction,  or plea of nolo  contendere  or its  equivalent,  or an entry of an
order of probation prior to judgement, creates a rebuttable presumption that the
director or officer did not meet that standard of conduct.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 (the  "Securities  Act") may be permitted to directors,  officers or
persons controlling the Registrant, the Registrant has been informed that in the
opinion of the Commission that such  indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

                                        3

<PAGE> 4



ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.  LIST OF EXHIBITS.

      The following  exhibits are filed with or  incorporated  by reference into
this Registration  Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-K):

4.1    Certificate of Incorporation of Provident Bankshares Corporation filed as
       an  Exhibit to  the Company's  Registration Statement  on Form S-3, filed
       with  the SEC on August 18, 1994 (SEC File No. 33-73162) and incorporated
       herein  by reference.

4.2    Bylaws of Provident Bankshares Corporation as amended filed as an Exhibit
       to the Company's 1994 Form 10-K,  filed with the SEC on February 17, 1995
       (SEC File No. 0-16421) and incorporated herein by reference.

4.3    Amended  and  Restated  Agreement  and  Plan  of Merger, as  amended  and
       restated  as  of  July 14, 1997,  by  and  between  Provident  Bankshares
       Corporation and First Citizens Financial Corporation is included as Annex
       A  to  the  Joint  Proxy  Statement/Prospectus  which  is  part  of   the
       Registration  Statement on  Form S-4  of the  Registrant  filed  with the
       SEC on July  15,  1997  (333-31337).

4.4    Rights  Agreement,  previously filed and  incorporated  by  reference  to
       Provident  Bankshares  Corporation's Annual  Report  on Form 10-K for the
       year  ended  December 31, 1994 (SEC File No. 0-16421).

5.0    Opinion of Muldoon, Murphy & Faucette  as to  the legality of the  Common
       Stock  registered  hereby.

23.1   Consent of  Muldoon, Murphy & Faucette (contained in the opinion included
       as Exhibit 5).

23.2   Consent of Coopers & Lybrand L.L.P.

24.0   Power of Attorney (Located on signature page)




                                        4

<PAGE> 5



ITEM 9.   UNDERTAKINGS

     (a)   The undersigned Registrant hereby undertakes:
           (1)   To  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;

                 (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.  Notwithstanding  the  foregoing, any increase
                       or decrease in volume of securities offered (if the total
                       dollar value of securities  offered would not exceed that
                       which was  registered)  and any deviation from the low or
                       high  end of  the estimated maximum offering range may be
                       reflected  in  the  form  of  prospectus  filed  with the
                       Commission pursuant to Rule 424(b) if, in  the aggregate,
                       the changes in volume and price represent no more  than a
                       20 percent change in the maximum aggregate offering price
                       set  forth in the "Calculation of Registration Fee" table
                       in the effective  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;

           Provided,  however,  that  paragraphs (a)(1)(i) and (a)(1)(ii) do not
           apply if  the information required to be included in a post-effective
           amendment  by those paragraphs is contained in periodic reports filed
           by the  registrant  pursuant to Section 13 or 15(d) of the Securities
           Exchange  Act of 1934 that are  incorporated  by reference  into this
           Registration  Statement.

           (2)    That,  for the  purpose  of  determining  liability  under the
                  Securities  Act, each such  post-effective  amendment shall be
                  deemed  to be a new  registration  statement  relating  to the
                  securities offered therein, and the offering of the securities
                  at that  time  shall be  deemed  to be the  initial  bona fide
                  offering thereof.

           (3)    To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  registered that remain unsold
                  at the termination of the Offering.

      (b)   The undersigned  hereby undertakes that, for purposes of determining
            any  liability   under  the  Securities  Act,  each  filing  of  the
            Registrant's annual report pursuant to Section 13(a) or 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

                                        5

<PAGE> 6



            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 Securities
Act of 1933 may be permitted to trustees,  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 trustee,  officer or controlling  person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
trustee,  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 whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                                        6

<PAGE> 7



CONFORMED
                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities  Act of 1933,  Provident
Bankshares  Corporation 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 Baltimore,  State of Maryland, on the 25th day of
August, 1997.


                                    PROVIDENT BANKSHARES CORPORATION



                                    By:   /s/ Carl W. Stearn
                                          --------------------------------------
                                          Carl W. Stearn
                                          Chairman of the Board and
                                          Chief Executive Officer


      Each  person  whose  individual  signature  appears  below  hereby  makes,
constitutes  and  appoints  Carl W.  Stearn to sign for such  person and in such
person's  name and capacity  indicated  below,  any and all  amendments  to this
Registration Statement, including any and all post-effective amendments.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated:

Name                          Title                         Date
----                          -----                         ----


/s/ Carl  W. Stearn           Chairman of the Board and     August 25, 1997
----------------------------  Chief Executive Officer
Carl W. Stearn                


/s/James R. Wallis            Executive Vice President      August 25, 1997
----------------------------  (Principal Financial Officer)
James R. Wallis


/s/ R. Wayne Hall             Treasurer (Principal          August 25, 1997
----------------------------  Accounting Officer)
R. Wayne Hall


/s/ Robert B. Barnhill, Jr.   Director                      August 25, 1997
----------------------------
Robert B. Barnhill, Jr.


                                        7

<PAGE> 8



/s/ Melvin A. Bilal           Director                      August 25, 1997
----------------------------
Melvin A. Bilal


/s/ Dr. Calvin W. Burnett     Director                      August 25, 1997
----------------------------
Dr. Calvin W. Burnett


/s/ Ward B. Coe, III          Director                      August 25, 1997
----------------------------
Ward B. Coe, III


/s/ Charles W. Cole, Jr.      Director                      August 25, 1997
----------------------------
Charles W. Cole, Jr.


                              Director                      August 25, 1997
----------------------------
M. Jenkins Cromwell, Jr.


/s/ Pierce B. Dunn            Director                      August 25, 1997
----------------------------
Pierce B. Dunn


                              Director                      August 25, 1997
----------------------------
Enos K. Fry


                              Director                      August 25, 1997
----------------------------
Herbert W. Jorgensen


/s/ Mark K. Joseph            Director                      August 25, 1997
----------------------------
Mark K. Joseph


/s/ Barbara B. Lucas          Director                      August 25, 1997
----------------------------
Barbara B. Lucas


/s/ Peter M. Martin           Director                      August 25, 1997
----------------------------
Peter M. Martin



                                        8

<PAGE> 9



                              Director                      August 25, 1997
----------------------------
Frederick W. Meier, Jr.


/s/ Sister Rosemarie Nassif   Director                      August 25, 1997
----------------------------
Sister Rosemarie Nassif


/s/ Francis G. Riggs          Director                      August 25, 1997
----------------------------
Francis G. Riggs


                              Director                      August 25, 1997
----------------------------
Sheila K. Riggs



                                        9

<PAGE> 10



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit                                   Method of                Sequentially
  No.        Description               Filing/Location             Numbered Page
  ---        -----------               ---------------             -------------

  <S>      <C>                     <C>                                   <C>
  4.1      Certificate of          Incorporated by reference             --
           Incorporation of        to Exhibits to the Company's
           Provident               Registration Statement on
           Bankshares              Form S-3, filed with the
           Corporation             SEC on August 18, 1994 (SEC
                                   File No. 33-73162).

  4.2      Bylaws of Provident     Incorporated by reference             --
           Bankshares              to Exhibits to the Company's
           Corporation             1994 Form 10-K, file with
                                   the SEC on February 17, 1995
                                   SEC File No. 0-16421).

  4.3      Provident Bankshares    Incorporated by reference to          --
           Corporation and First   Exhibits to the Company's
           Citizens Financial      1997 Form S-4, filed with the
           Corporation Agreement   SEC on July 15, 1997 (SEC File
           and Plan of Merger      No. 333-31337).
 
  4.4      Rights Agreement        Incorporated by reference             --
                                   to Provident Bankshares
                                   Corporation's Annual Report on
                                   Form 10-K for the year ended
                                   December 31,1 94 (SEC File No.
                                   0-16421).

  5.0      Opinion of Muldoon,     Filed herewith.                       11
           Murphy & Faucette

  23.1     Consent of Muldoon,     Located in Exhibit                    --
           Murphy & Faucette       5 herewith.

  23.2     Consent of Coopers &    Filed herewith.                       13
           Lybrand L.L.P.

  24.0     Power of Attorney       Located on signature page.            --


</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23791}]
{"company-data": {"conformed-name": "PROVIDENT BANKSHARES CORP", "cik": "0000818969", "assigned-sic": "6022", "irs-number": "521518642", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34409", "film-number": "97670152"}, "business-address": {"street1": "114 EAST LEXINGTON ST", "city": "BALTIMORE", "state": "MD", "zip": "21202", "phone": "4102817000"}, "mail-address": {"street1": "7210 AMBASSADOR RD", "city": "BALTIMORE", "state": "MD", "zip": "21244-2739"}}
1
 
    As filed with the Securities and Exchange Commission on August 27, 1997
                                               Registration No. 333-
                                                                    -----------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                    FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

                       PROVIDENT BANKSHARES CORPORATION
 (exact name of registrant as specified in its certificate of incorporation)

           MARYLAND                                       52-1519642
 (state or other jurisdiction of               (IRS Employer Identification No.)
 incorporation or organization)

                       

                           114 EAST LEXINGTON STREET
                          BALTIMORE, MARYLAND 21202
                                (410) 281-7000
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

             CITIZENS SAVINGS BANK F.S.B. 1986 STOCK OPTION PLAN
       FIRST CITIZENS FINANCIAL CORPORATION DIRECTORS STOCK OPTION PLAN
        FIRST CITIZENS FINANCIAL CORPORATION EMPLOYEE STOCK OPTION PLAN
                           (Full Title of the Plans)

                                                    COPIES TO:
CARL W. STEARN                                      MARY SJOQUIST, ESQ.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER                MARC LEVY, ESQ.
PROVIDENT BANKSHARES CORPORATION                    MULDOON, MURPHY & FAUCETTE
114 EAST LEXINGTON STREET                           5101 WISCONSIN AVENUE, N.W.
BALTIMORE, MARYLAND 21202                           WASHINGTON, DC  20016
(410) 281-7000                                      (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

   APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:  As soon as
          practicable after this Registration Statement becomes effective.

 If any of the securities being registered on this Form are to be offered on
         a delayed or continuous  basis pursuant to Rule 415 under the
            Securities Act of 1933, check the following box. / X /
                                                             ----
===========================================================================================================
   Title of each Class of      Amount to be    Proposed Purchase     Estimated Aggregate    Registration
Securities to be Registered    Registered(1)   Price Per Share(2)       Offering Price          Fee
-----------------------------------------------------------------------------------------------------------
Common Stock           183,150 Shares       $12.089               $4,922,021           $1,492
      $1.00 par value          82,360 Shares
                               141,622 Shares

============================================================================================================

(1) Represents the total number of shares  currently  reserved or available  for issuance together with an
    indeterminate number of additional shares which may be necessary to adjust the number of shares reserved
    for issuance pursuant to the Citizens  Savings Bank F.S.B. Stock Option Plan, First Citizens Financial
    Corporation Directors' Stock Option Plan and the First Citizens Financial Corporation Employee Stock
    Option  Plan, respectively, (in the aggregate, the "Plans") as the result of a stock split, stock
    dividend or similar adjustment of the outstanding Common Stock of Provident Bankshares Corporation
    pursuant to 17 C.F.R. ss.230.416(a).
(2) Determined by a weighted average exercise price of the options previously granted to date under the Plans.
THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.
Number of Pages:  14
Exhibit Index on Page 10

                                        1
2

PROVIDENT BANKSHARES CORPORATION

PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS  1 & 2.  The  documents  containing  the  information  for  the  Provident
Bankshares  Corporation  ("Provident",  the "Company" or the "Registrant") offer
and sale of its Common Stock ($1.00 par value) pursuant to the Plans required by
Part I of the  Registration  Statement will be sent or given to the participants
in the Plans as specified by Rule  428(b)(1).  Such documents are not filed with
the  Securities  and Exchange  Commission  (the "SEC")  either as a part of this
Registration  Statement or as a prospectus or prospectus  supplement pursuant to
Rule 424 in reliance on Rule 428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The  following  documents  filed or to be filed with the SEC by  Provident
(File No. 0-16421) are incorporated by reference in this Registration Statement:

      1.    Provident's  Annual Report on Form  10-K for the  fiscal  year ended
December  31,  1996 (SEC File No.,  0-16421)  filed on March 7, 1997 (the  "1996
Provident Form 10-K").

      2.    Provident's Quarterly  Report on  Forms 10-Q  (SEC File No. 0-16421)
for the quarters ended March 31, 1997 and June 30, 1997, filed  on  May 13, 1997
and August 8, 1997, respectively.

      3.    Provident's Current Report on Form 8-K, dated March 18, 1997.

      4.    The description of Provident  Common  Stock  and  Provident  Class A
Preferred  Stock  ("Provident  Class A  Preferred  Stock") and  Preferred  Share
Purchase  Rights  set  forth in  Provident's  registration  statements  filed by
Provident  pursuant to Section 12 of the Exchange Act including any amendment or
report filed for purposes of updating any such description.

      5. The portions of Provident's  Proxy  Statement for the Annual Meeting of
Stockholders  held on April 16, 1997 that have been incorporated by reference in
the 1996 Provident Form 10-K.

      6. All  documents  filed by the  Registrant  pursuant to Section 13(a) and
(c),  14 or 15(d) of the  Exchange  Act after the date  hereof  and prior to the
filing of a  post-effective  amendment  which  deregisters  all securities  then
remaining unsold.

       Any statement contained in this Registration  Statement, or in a document
incorporated or deemed to be incorporated by reference  herein,  shall be deemed
to be modified or superseded for purposes of this Registration  Statement to the
extent that a statement  contained  herein, or in any other  subsequently  filed
document which also is  incorporated  or deemed to be  incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

                                        2
3

ITEM 4.  DESCRIPTION OF SECURITIES

      The common stock to be offered  pursuant to the Plans has been  registered
pursuant to Section 12 of the Exchange Act.  Accordingly,  a description  of the
common stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None

      The consolidated  financial statements of Provident and subsidiaries as of
December  31, 1996 and 1995 and for each of the years in the  three-year  period
ended December 31, 1996,  included in the 1996 Provident Form 10-K  incorporated
by  reference  into  this  Registration  Statement,  have been  incorporated  by
reference  herein  in  reliance  upon the  report of  Coopers & Lybrand  L.L.P.,
independent auditors,  included in the 1996 Provident Form 10-K and incorporated
by  reference  herein,  and  upon  the  authority  of said  firm as  experts  in
accounting and auditing.

      The  validity of the Common Stock  offered  hereby has been passed upon by
Muldoon, Murphy & Faucette, Washington, DC, for the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Provident's Bylaws provide that Provident shall indemnify,  to the fullest
extent  permitted  by law,  all persons who may be  indemnified  pursuant to the
Maryland General Corporation Law ("MGCL").

      Section  2-418 of the MGCL  permits  indemnification  of any  director  or
officer with respect to any  proceedings  unless it is established  that (a) the
act or omission of the  director  or officer was  material to the matter  giving
rise to the  proceeding  and was either  committed in bad faith or the result of
active or deliberate  dishonesty;  (b) the director or officer actually received
an improper  personal benefit in money,  property or services or (c) in the case
of criminal proceedings, the director or officer had reasonable cause to believe
that the act or omission was unlawful.  The  indemnity  may include  judgements,
penalties, fines, settlements,  and reasonable expenses actually incurred by the
director or officer in connection with the proceedings;  provided, however, that
if the proceeding is won by, or in the right of, the  corporation,  indemnity is
permitted only for reasonable expenses and not with respect to any proceeding in
which the director shall have been adjudged to be liable to the corporation. 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
required for permitted  indemnification.  The  termination  of any proceeding by
conviction,  or plea of nolo  contendere  or its  equivalent,  or an entry of an
order of probation prior to judgement, creates a rebuttable presumption that the
director or officer did not meet that standard of conduct.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 (the  "Securities  Act") may be permitted to directors,  officers or
persons controlling the Registrant, the Registrant has been informed that in the
opinion of the Commission that such  indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

                                        3
4

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.  LIST OF EXHIBITS.

      The following  exhibits are filed with or  incorporated  by reference into
this Registration  Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-K):

4.1    Certificate of Incorporation of Provident Bankshares Corporation filed as
       an  Exhibit to  the Company's  Registration Statement  on Form S-3, filed
       with  the SEC on August 18, 1994 (SEC File No. 33-73162) and incorporated
       herein  by reference.

4.2    Bylaws of Provident Bankshares Corporation as amended filed as an Exhibit
       to the Company's 1994 Form 10-K,  filed with the SEC on February 17, 1995
       (SEC File No. 0-16421) and incorporated herein by reference.

4.3    Amended  and  Restated  Agreement  and  Plan  of Merger, as  amended  and
       restated  as  of  July 14, 1997,  by  and  between  Provident  Bankshares
       Corporation and First Citizens Financial Corporation is included as Annex
       A  to  the  Joint  Proxy  Statement/Prospectus  which  is  part  of   the
       Registration  Statement on  Form S-4  of the  Registrant  filed  with the
       SEC on July  15,  1997  (333-31337).

4.4    Rights  Agreement,  previously filed and  incorporated  by  reference  to
       Provident  Bankshares  Corporation's Annual  Report  on Form 10-K for the
       year  ended  December 31, 1994 (SEC File No. 0-16421).

5.0    Opinion of Muldoon, Murphy & Faucette  as to  the legality of the  Common
       Stock  registered  hereby.

23.1   Consent of  Muldoon, Murphy & Faucette (contained in the opinion included
       as Exhibit 5).

23.2   Consent of Coopers & Lybrand L.L.P.

24.0   Power of Attorney (Located on signature page)

                                        4
5

ITEM 9.   UNDERTAKINGS

     (a)   The undersigned Registrant hereby undertakes:
           (1)   To  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;

                 (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.  Notwithstanding  the  foregoing, any increase
                       or decrease in volume of securities offered (if the total
                       dollar value of securities  offered would not exceed that
                       which was  registered)  and any deviation from the low or
                       high  end of  the estimated maximum offering range may be
                       reflected  in  the  form  of  prospectus  filed  with the
                       Commission pursuant to Rule 424(b) if, in  the aggregate,
                       the changes in volume and price represent no more  than a
                       20 percent change in the maximum aggregate offering price
                       set  forth in the "Calculation of Registration Fee" table
                       in the effective  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;

           Provided,  however,  that  paragraphs (a)(1)(i) and (a)(1)(ii) do not
           apply if  the information required to be included in a post-effective
           amendment  by those paragraphs is contained in periodic reports filed
           by the  registrant  pursuant to Section 13 or 15(d) of the Securities
           Exchange  Act of 1934 that are  incorporated  by reference  into this
           Registration  Statement.

           (2)    That,  for the  purpose  of  determining  liability  under the
                  Securities  Act, each such  post-effective  amendment shall be
                  deemed  to be a new  registration  statement  relating  to the
                  securities offered therein, and the offering of the securities
                  at that  time  shall be  deemed  to be the  initial  bona fide
                  offering thereof.

           (3)    To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  registered that remain unsold
                  at the termination of the Offering.

      (b)   The undersigned  hereby undertakes that, for purposes of determining
            any  liability   under  the  Securities  Act,  each  filing  of  the
            Registrant's annual report pursuant to Section 13(a) or 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

                                        5
6

            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 Securities
Act of 1933 may be permitted to trustees,  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 trustee,  officer or controlling  person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
trustee,  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 whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                        6
7

CONFORMED
                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities  Act of 1933,  Provident
Bankshares  Corporation 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 Baltimore,  State of Maryland, on the 25th day of
August, 1997.

                                    PROVIDENT BANKSHARES CORPORATION

                                    By:   /s/ Carl W. Stearn
                                          --------------------------------------
                                          Carl W. Stearn
                                          Chairman of the Board and
                                          Chief Executive Officer

      Each  person  whose  individual  signature  appears  below  hereby  makes,
constitutes  and  appoints  Carl W.  Stearn to sign for such  person and in such
person's  name and capacity  indicated  below,  any and all  amendments  to this
Registration Statement, including any and all post-effective amendments.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated:

Name                          Title                         Date
----                          -----                         ----

/s/ Carl  W. Stearn           Chairman of the Board and     August 25, 1997
----------------------------  Chief Executive Officer
Carl W. Stearn                

/s/James R. Wallis            Executive Vice President      August 25, 1997
----------------------------  (Principal Financial Officer)
James R. Wallis

/s/ R. Wayne Hall             Treasurer (Principal          August 25, 1997
----------------------------  Accounting Officer)
R. Wayne Hall

/s/ Robert B. Barnhill, Jr.   Director                      August 25, 1997
----------------------------
Robert B. Barnhill, Jr.

                                        7
8

/s/ Melvin A. Bilal           Director                      August 25, 1997
----------------------------
Melvin A. Bilal

/s/ Dr. Calvin W. Burnett     Director                      August 25, 1997
----------------------------
Dr. Calvin W. Burnett

/s/ Ward B. Coe, III          Director                      August 25, 1997
----------------------------
Ward B. Coe, III

/s/ Charles W. Cole, Jr.      Director                      August 25, 1997
----------------------------
Charles W. Cole, Jr.

                              Director                      August 25, 1997
----------------------------
M. Jenkins Cromwell, Jr.

/s/ Pierce B. Dunn            Director                      August 25, 1997
----------------------------
Pierce B. Dunn

                              Director                      August 25, 1997
----------------------------
Enos K. Fry

                              Director                      August 25, 1997
----------------------------
Herbert W. Jorgensen

/s/ Mark K. Joseph            Director                      August 25, 1997
----------------------------
Mark K. Joseph

/s/ Barbara B. Lucas          Director                      August 25, 1997
----------------------------
Barbara B. Lucas

/s/ Peter M. Martin           Director                      August 25, 1997
----------------------------
Peter M. Martin

                                        8
9

                              Director                      August 25, 1997
----------------------------
Frederick W. Meier, Jr.

/s/ Sister Rosemarie Nassif   Director                      August 25, 1997
----------------------------
Sister Rosemarie Nassif

/s/ Francis G. Riggs          Director                      August 25, 1997
----------------------------
Francis G. Riggs

                              Director                      August 25, 1997
----------------------------
Sheila K. Riggs

                                        9
10

                                  EXHIBIT INDEX
Exhibit                                   Method of                Sequentially
  No.        Description               Filing/Location             Numbered Page
  ---        -----------               ---------------             -------------
4.1      Certificate of          Incorporated by reference             --
           Incorporation of        to Exhibits to the Company's
           Provident               Registration Statement on
           Bankshares              Form S-3, filed with the
           Corporation             SEC on August 18, 1994 (SEC
                                   File No. 33-73162).

  4.2      Bylaws of Provident     Incorporated by reference             --
           Bankshares              to Exhibits to the Company's
           Corporation             1994 Form 10-K, file with
                                   the SEC on February 17, 1995
                                   SEC File No. 0-16421).

  4.3      Provident Bankshares    Incorporated by reference to          --
           Corporation and First   Exhibits to the Company's
           Citizens Financial      1997 Form S-4, filed with the
           Corporation Agreement   SEC on July 15, 1997 (SEC File
           and Plan of Merger      No. 333-31337).
 
  4.4      Rights Agreement        Incorporated by reference             --
                                   to Provident Bankshares
                                   Corporation's Annual Report on
                                   Form 10-K for the year ended
                                   December 31,1 94 (SEC File No.
                                   0-16421).

  5.0      Opinion of Muldoon,     Filed herewith.                       11
           Murphy & Faucette

  23.1     Consent of Muldoon,     Located in Exhibit                    --
           Murphy & Faucette       5 herewith.

  23.2     Consent of Coopers &    Filed herewith.                       13
           Lybrand L.L.P.

  24.0     Power of Attorney       Located on signature page.            --