<PAGE> 1





As filed with the Securities and Exchange Commission on May 5, 2004
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 charter)

         MARYLAND                                        52-1518642
         --------                                        ----------
(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)

         PROVIDENT BANKSHARES CORPORATION 2004 EQUITY COMPENSATION PLAN
                            (Full Title of the Plan)
                   ------------------------------------------

                                           COPIES TO:
ROBERT L. DAVIS
GENERAL COUNSEL                            PAUL M. AGUGGIA, ESQ.
PROVIDENT BANKSHARES CORPORATION           THOMAS P. HUTTON, ESQ.
114 EAST LEXINGTON SREET                   MULDOON MURPHY FAUCETTE & AGUGGIA LLP
BALTIMORE, MARYLAND 21202                  5101 WISCONSIN AVENUE, N.W.
(410) 281-7000                             WASHINGTON, D.C.  20016
(Name, address, including zip code,        (202) 362-0840
and telephone number, including area code,
of agent for service)

<TABLE>
<CAPTION>
====================================================================================================================================
TITLE OF SECURITIES TO BE REGISTERED     AMOUNT TO BE           PROPOSED MAXIMUM             PROPOSED MAXIMUM           AMOUNT OF
                                        REGISTERED (1)    OFFERING PRICE PER SHARE(3)    AGGREGATE OFFERING PRICE   REGISTRATION FEE
====================================================================================================================================
   <S>                                    <C>                        <C>                            <C>                    <C>
    Common Stock                          4,000,000                  $28.06                         $112,240,000           $14,221
   $1.00 par value                        shares(2)
====================================================================================================================================
</TABLE>

(1)   Together with an indeterminate number of additional shares which may be
      necessary to adjust the number of shares reserved for issuance pursuant to
      the Provident Bankshares Corporation 2004 Equity Compensation Plan (the
      "2004 Plan") 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. Section 230.416(a).
(2)   Represents the total number of shares currently reserved for issuance upon
      the exercise of stock options, restricted stock awards and other types of
      awards under the 2004 Plan.
(3)   Estimated solely for the purpose of calculating the amount of the
      registration fee. Pursuant to Rule 457(c) under the Securities Act of
      1933, as amended (the "Securities Act"), the price per share is estimated
      to be $28.06 based upon the average of the high and low prices of the
      Common Stock, as reported on the Nasdaq National Market on April 30, 2004.


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.

<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 2004 Equity Compensation Plan (the "2004 Plan") required
by Part I of the Registration Statement will be sent or given to the
participants in the Plan 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. Such documents and the information
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement constitute the prospectus for the Registration Statement.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

      The following documents filed or to be filed with the SEC by Provident
Bankshares Corporation (the "Registrant" or the "Corporation") are incorporated
by reference in this Registration Statement:

      (a) The Form 10-K Annual Report (File No. 000-16421) filed by the
Registrant on March 12, 2004, for the fiscal year ended December 31, 2003,
including the related consolidated statements of financial condition, including
consolidated statements of income, changes in stockholders' equity, and cash
flows for each of the years in the three year period ending December 31, 2003.

      (b) The description of the Registrant's common stock and preferred share
purchase rights contained in the Registrant's Form 8-A, as filed with the SEC
pursuant to Section 12(g) of the Securities Exchange Act of 1934 ("Exchange
Act") and rule 12b-15 promulgated thereunder, on December 4, 1987 and January
25, 1995, respectively, and any amendment or report filed for the purposes of
updating such descriptions.

      (c) All documents filed by the Registrant pursuant to Sections 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.

ITEM 4.  DESCRIPTION OF SECURITIES

      The Common Stock to be offered pursuant to the Plan has been registered
pursuant to Section 12(g) of the Exchange Act. Accordingly, a description of the
Common Stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.


                                        2

<PAGE> 3



      The validity of the common stock offered hereby has been passed upon for
the Registrant by Muldoon Murphy Faucette & Aguggia LLP, Washington, D.C.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR

      The Registrant shall indemnify its directors and employees in accordance
with the following provision from the Registrant's Bylaws:

      ARTICLE VIII - INDEMNIFICATION
      ------------------------------

      Section 1 - RIGHT TO INDEMNIFICATION
      ------------------------------------

      Each person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "proceeding"), by reason of the
fact that he, or a person of whom he is the legal representative, is or was a
director, officer, employee, or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise (including service with respect to employee benefit plans), whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Maryland General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said Law permitted
the Corporation to provide prior to such amendment) against all expenses,
liability and loss (including attorney's fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith; provided, however,
that the Corporation shall indemnify any such person seeking indemnity in
connection with a proceeding (or part thereof) initiated by such person if such
proceeding (or part thereof) was authorized by the Board of Directors of the
Corporation. Such right to indemnification under this Section shall be a
contract right and shall include the right of an officer or director to be paid
by the Corporation expenses incurred in defending any civil or criminal action,
suit or proceeding in advance of the final disposition of any such action, suit
or proceeding, upon the receipt by the Corporation of an undertaking, by or on
behalf of such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled to be
indemnified under this Section or otherwise.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

      None.


                                        3

<PAGE> 4



ITEM 8.     EXHIBITS

      The following exhibits are filed with or incorporated by reference into
this registration statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).

      (a)   List of Exhibits (filed herewith unless otherwise noted)

            4.0    Shareholder Protection Rights Agreement, as amended (1)
            5.0    Opinion of Muldoon Murphy Faucette & Aguggia LLP as to the
                   legality of the common stock to be issued
            10.0   Provident Bankshares Corporation 2004 Equity Compensation
                   Plan (2)
            23.1   Consent of KPMG LLP
            23.2   Consent of PricewaterhouseCoopers LLP
            24.0   Power of Attorney (contained on the first signature page)
------------------------------
(1) Incorporated herein by reference to the Form 8-A filed with the SEC on
    January 25, 1995.
(2) Incorporated herein by reference to Appendix F of the Form S-4/A
    (File No. 333-112083) filed with the SEC on March 12, 2004.

ITEM 9.     UNDERTAKINGS

[Pursuant to Item 512(a), (b) and (h) of Regulation S-K.]

(a)   The undersigned Registrant hereby undertakes:

      (1)   To file, during any period in which offers or sales are being made,
            a post-effective amendment to this registration statement:

                  (iii) To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        registration statement or any material change to such
                        information in the registration statement.

      (2)   That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment 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; and

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

(b)   The undersigned Registrant 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 offered therein, and the offering of such securities at
      that time shall be deemed to be the initial bona fide offering thereof.

(h)   Insofar as indemnification for liabilities arising under the Securities
      Act of 1933 may be permitted to directors, officers and controlling
      persons of the Registrant pursuant to the


                                        4

<PAGE> 5



      foregoing provisions, or otherwise, the Registrant has been advised that
      in the opinion of the SEC such indemnification is against public policy as
      expressed in such 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 whether such indemnification by it is against
      public policy as expressed in such Act will be governed by the final
      adjudication of such issue.



                                        5

<PAGE> 6



                                   SIGNATURES

      THE REGISTRANT.

     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 Baltimore, Maryland on May 5, 2004.

                                      PROVIDENT BANKSHARES CORPORATION


                                      By: /s/Gary N. Geisel
                                          --------------------------------------
                                          Gary N. Geisel
                                          Chairman and Chief Executive Officer
                                          (principal executive officer)

     KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Geisel and Mr. Starliper) constitutes and appoints Gary N.
Geisel and Dennis A. Starliper, as the true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities to sign any or all
amendments to the Form S-8 registration statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the U.S.
Securities and Exchange Commission, respectively, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and things requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

     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/Gary N. Geisel               Chairman, Chief                      May 5, 2004
--------------------------      Executive Officer and
Gary N. Geisel                  Director
                                (principal executive officer)



/s/Kevin G. Byrnes              President, Chief Operating           May 5, 2004
--------------------------      Officer and Director
Kevin G. Byrnes


                                        6

<PAGE> 7






/s/Dennis A. Starliper         Executive Vice President              May 5, 2004
--------------------------     and Chief Financial Officer
Dennis A. Starliper            (principal financial officer)



/s/Karen Malecki               Comptroller                           May 5, 2004
-------------------------      (principal accounting officer)
Karen Malecki



/s/Melvin A. Bilal             Director                              May 5, 2004
-------------------------
Melvin A. Bilal




                               Director
-------------------------
Thomas S. Bozzutto




/s/Ward B. Coe, III            Director                              May 5, 2004
-------------------------
Ward B. Coe, III



/s/Charles W. Cole, Jr.        Director                              May 5, 2004
-------------------------
Charles W. Cole, Jr.



/s/William J. Crowley, Jr.     Director                              May 5, 2004
---------------------------
William J. Crowley, Jr.



/s/Pierce B. Dunn              Director                              May 5, 2004
---------------------------
Pierce B. Dunn



/s/Enos K. Fry                 Director                              May 5, 2004
---------------------------
Enos K. Fry


                                        7

<PAGE> 8





/s/Mark K. Joseph                     Director                       May 5, 2004
------------------------------
Mark K. Joseph



/s/Bryan J. Logan                     Director                       May 5, 2004
------------------------------
Bryan J. Logan



/s/Barbara B. Lucas                   Director                       May 5, 2004
------------------------------
Barbara B. Lucas



/s/Peter M. Martin                    Director                       May 5, 2004
------------------------------
Peter M. Martin



/s/Frederick W. Meier, Jr.            Director                       May 5, 2004
------------------------------
Frederick W. Meier, Jr.



/s/Francis G. Riggs                   Director                       May 5, 2004
------------------------------
Francis G. Riggs



/s/Sheila K. Riggs                    Director                       May 5, 2004
------------------------------
Sheila K. Riggs



/s/Donald E. Wilson                   Director                       May 5, 2004
------------------------------
Donald E. Wilson




                                        8

<PAGE> 9



                                 EXHIBIT INDEX
                                 -------------



 Exhibit              Description                       Method of Filing
   No.
---------    -----------------------------------      ----------------------

   4.0       Shareholder Rights Agreement             Incorporated by reference

   5.0       Opinion of Muldoon Murphy Faucette       Filed herewith
             & Aguggia LLP as to the legality of
             the common stock to be issued

  10.0       Provident Bankshares Corporation         Incorporated by reference
             2004 Equity Compensation Plan

  23.1       Consent of KPMG LLP                      Filed herewith

  23.2       Consent of PricewaterhouseCoopers LLP    Filed herewith

  24.0       Power of Attorney                        Located on the first
                                                      signature page
[{"type": "S-8", "sequence": "1", "filename": "providents84-19.txt", "secsgml_size_bytes": 20070}]
{"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": "333-115176", "film-number": "04780496"}, "business-address": {"street1": "114 EAST LEXINGTON ST", "city": "BALTIMORE", "state": "MD", "zip": "21202", "phone": "4102777000"}, "mail-address": {"street1": "7210 AMBASSADOR RD", "city": "BALTIMORE", "state": "MD", "zip": "21244-2739"}}
1

As filed with the Securities and Exchange Commission on May 5, 2004
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 charter)

         MARYLAND                                        52-1518642
         --------                                        ----------
(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)

         PROVIDENT BANKSHARES CORPORATION 2004 EQUITY COMPENSATION PLAN
                            (Full Title of the Plan)
                   ------------------------------------------

                                           COPIES TO:
ROBERT L. DAVIS
GENERAL COUNSEL                            PAUL M. AGUGGIA, ESQ.
PROVIDENT BANKSHARES CORPORATION           THOMAS P. HUTTON, ESQ.
114 EAST LEXINGTON SREET                   MULDOON MURPHY FAUCETTE & AGUGGIA LLP
BALTIMORE, MARYLAND 21202                  5101 WISCONSIN AVENUE, N.W.
(410) 281-7000                             WASHINGTON, D.C.  20016
(Name, address, including zip code,        (202) 362-0840
and telephone number, including area code,
of agent for service)
====================================================================================================================================
TITLE OF SECURITIES TO BE REGISTERED     AMOUNT TO BE           PROPOSED MAXIMUM             PROPOSED MAXIMUM           AMOUNT OF
                                        REGISTERED (1)    OFFERING PRICE PER SHARE(3)    AGGREGATE OFFERING PRICE   REGISTRATION FEE
====================================================================================================================================
Common Stock                          4,000,000                  $28.06                         $112,240,000           $14,221
   $1.00 par value                        shares(2)
====================================================================================================================================
(1)   Together with an indeterminate number of additional shares which may be
      necessary to adjust the number of shares reserved for issuance pursuant to
      the Provident Bankshares Corporation 2004 Equity Compensation Plan (the
      "2004 Plan") 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. Section 230.416(a).
(2)   Represents the total number of shares currently reserved for issuance upon
      the exercise of stock options, restricted stock awards and other types of
      awards under the 2004 Plan.
(3)   Estimated solely for the purpose of calculating the amount of the
      registration fee. Pursuant to Rule 457(c) under the Securities Act of
      1933, as amended (the "Securities Act"), the price per share is estimated
      to be $28.06 based upon the average of the high and low prices of the
      Common Stock, as reported on the Nasdaq National Market on April 30, 2004.

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.
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 2004 Equity Compensation Plan (the "2004 Plan") required
by Part I of the Registration Statement will be sent or given to the
participants in the Plan 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. Such documents and the information
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement constitute the prospectus for the Registration Statement.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

      The following documents filed or to be filed with the SEC by Provident
Bankshares Corporation (the "Registrant" or the "Corporation") are incorporated
by reference in this Registration Statement:

      (a) The Form 10-K Annual Report (File No. 000-16421) filed by the
Registrant on March 12, 2004, for the fiscal year ended December 31, 2003,
including the related consolidated statements of financial condition, including
consolidated statements of income, changes in stockholders' equity, and cash
flows for each of the years in the three year period ending December 31, 2003.

      (b) The description of the Registrant's common stock and preferred share
purchase rights contained in the Registrant's Form 8-A, as filed with the SEC
pursuant to Section 12(g) of the Securities Exchange Act of 1934 ("Exchange
Act") and rule 12b-15 promulgated thereunder, on December 4, 1987 and January
25, 1995, respectively, and any amendment or report filed for the purposes of
updating such descriptions.

      (c) All documents filed by the Registrant pursuant to Sections 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.

ITEM 4.  DESCRIPTION OF SECURITIES

      The Common Stock to be offered pursuant to the Plan has been registered
pursuant to Section 12(g) of the Exchange Act. Accordingly, a description of the
Common Stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

                                        2
3

      The validity of the common stock offered hereby has been passed upon for
the Registrant by Muldoon Murphy Faucette & Aguggia LLP, Washington, D.C.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR

      The Registrant shall indemnify its directors and employees in accordance
with the following provision from the Registrant's Bylaws:

      ARTICLE VIII - INDEMNIFICATION
      ------------------------------

      Section 1 - RIGHT TO INDEMNIFICATION
      ------------------------------------

      Each person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "proceeding"), by reason of the
fact that he, or a person of whom he is the legal representative, is or was a
director, officer, employee, or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise (including service with respect to employee benefit plans), whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Maryland General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said Law permitted
the Corporation to provide prior to such amendment) against all expenses,
liability and loss (including attorney's fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith; provided, however,
that the Corporation shall indemnify any such person seeking indemnity in
connection with a proceeding (or part thereof) initiated by such person if such
proceeding (or part thereof) was authorized by the Board of Directors of the
Corporation. Such right to indemnification under this Section shall be a
contract right and shall include the right of an officer or director to be paid
by the Corporation expenses incurred in defending any civil or criminal action,
suit or proceeding in advance of the final disposition of any such action, suit
or proceeding, upon the receipt by the Corporation of an undertaking, by or on
behalf of such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled to be
indemnified under this Section or otherwise.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

      None.

                                        3
4

ITEM 8.     EXHIBITS

      The following exhibits are filed with or incorporated by reference into
this registration statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).

      (a)   List of Exhibits (filed herewith unless otherwise noted)

            4.0    Shareholder Protection Rights Agreement, as amended (1)
            5.0    Opinion of Muldoon Murphy Faucette & Aguggia LLP as to the
                   legality of the common stock to be issued
            10.0   Provident Bankshares Corporation 2004 Equity Compensation
                   Plan (2)
            23.1   Consent of KPMG LLP
            23.2   Consent of PricewaterhouseCoopers LLP
            24.0   Power of Attorney (contained on the first signature page)
------------------------------
(1) Incorporated herein by reference to the Form 8-A filed with the SEC on
    January 25, 1995.
(2) Incorporated herein by reference to Appendix F of the Form S-4/A
    (File No. 333-112083) filed with the SEC on March 12, 2004.

ITEM 9.     UNDERTAKINGS

[Pursuant to Item 512(a), (b) and (h) of Regulation S-K.]

(a)   The undersigned Registrant hereby undertakes:

      (1)   To file, during any period in which offers or sales are being made,
            a post-effective amendment to this registration statement:

                  (iii) To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        registration statement or any material change to such
                        information in the registration statement.

      (2)   That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment 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; and

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

(b)   The undersigned Registrant 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 offered therein, and the offering of such securities at
      that time shall be deemed to be the initial bona fide offering thereof.

(h)   Insofar as indemnification for liabilities arising under the Securities
      Act of 1933 may be permitted to directors, officers and controlling
      persons of the Registrant pursuant to the

                                        4
5

      foregoing provisions, or otherwise, the Registrant has been advised that
      in the opinion of the SEC such indemnification is against public policy as
      expressed in such 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 whether such indemnification by it is against
      public policy as expressed in such Act will be governed by the final
      adjudication of such issue.

                                        5
6

                                   SIGNATURES

      THE REGISTRANT.

     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 Baltimore, Maryland on May 5, 2004.

                                      PROVIDENT BANKSHARES CORPORATION

                                      By: /s/Gary N. Geisel
                                          --------------------------------------
                                          Gary N. Geisel
                                          Chairman and Chief Executive Officer
                                          (principal executive officer)

     KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Geisel and Mr. Starliper) constitutes and appoints Gary N.
Geisel and Dennis A. Starliper, as the true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities to sign any or all
amendments to the Form S-8 registration statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the U.S.
Securities and Exchange Commission, respectively, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and things requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

     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/Gary N. Geisel               Chairman, Chief                      May 5, 2004
--------------------------      Executive Officer and
Gary N. Geisel                  Director
                                (principal executive officer)

/s/Kevin G. Byrnes              President, Chief Operating           May 5, 2004
--------------------------      Officer and Director
Kevin G. Byrnes

                                        6
7

/s/Dennis A. Starliper         Executive Vice President              May 5, 2004
--------------------------     and Chief Financial Officer
Dennis A. Starliper            (principal financial officer)

/s/Karen Malecki               Comptroller                           May 5, 2004
-------------------------      (principal accounting officer)
Karen Malecki

/s/Melvin A. Bilal             Director                              May 5, 2004
-------------------------
Melvin A. Bilal

                               Director
-------------------------
Thomas S. Bozzutto

/s/Ward B. Coe, III            Director                              May 5, 2004
-------------------------
Ward B. Coe, III

/s/Charles W. Cole, Jr.        Director                              May 5, 2004
-------------------------
Charles W. Cole, Jr.

/s/William J. Crowley, Jr.     Director                              May 5, 2004
---------------------------
William J. Crowley, Jr.

/s/Pierce B. Dunn              Director                              May 5, 2004
---------------------------
Pierce B. Dunn

/s/Enos K. Fry                 Director                              May 5, 2004
---------------------------
Enos K. Fry

                                        7
8

/s/Mark K. Joseph                     Director                       May 5, 2004
------------------------------
Mark K. Joseph

/s/Bryan J. Logan                     Director                       May 5, 2004
------------------------------
Bryan J. Logan

/s/Barbara B. Lucas                   Director                       May 5, 2004
------------------------------
Barbara B. Lucas

/s/Peter M. Martin                    Director                       May 5, 2004
------------------------------
Peter M. Martin

/s/Frederick W. Meier, Jr.            Director                       May 5, 2004
------------------------------
Frederick W. Meier, Jr.

/s/Francis G. Riggs                   Director                       May 5, 2004
------------------------------
Francis G. Riggs

/s/Sheila K. Riggs                    Director                       May 5, 2004
------------------------------
Sheila K. Riggs

/s/Donald E. Wilson                   Director                       May 5, 2004
------------------------------
Donald E. Wilson

                                        8
9

                                 EXHIBIT INDEX
                                 -------------

 Exhibit              Description                       Method of Filing
   No.
---------    -----------------------------------      ----------------------

   4.0       Shareholder Rights Agreement             Incorporated by reference

   5.0       Opinion of Muldoon Murphy Faucette       Filed herewith
             & Aguggia LLP as to the legality of
             the common stock to be issued

  10.0       Provident Bankshares Corporation         Incorporated by reference
             2004 Equity Compensation Plan

  23.1       Consent of KPMG LLP                      Filed herewith

  23.2       Consent of PricewaterhouseCoopers LLP    Filed herewith

  24.0       Power of Attorney                        Located on the first
                                                      signature page