<PAGE> 1

   As filed with the Securities and Exchange Commission on July 10, 1998
                                                 Registration No. ____________

                       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
                         (state or other jurisdiction of
                         incorporation or organization)


                                   52-1519642
                        (IRS Employer Identification No.)

                            114 EAST LEXINGTON STREET
                            BALTIMORE, MARYLAND 21202
                                 (410) 277-7000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                        PROVIDENT BANKSHARES CORPORATION
                     AMENDED AND RESTATED STOCK OPTION PLAN
                            (Full Title of the Plans)

                                                 COPIES TO:
PETER M. MARTIN                                  DOUGLAS P. FAUCETTE, ESQ.
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE          MARC P. LEVY, ESQ.
OFFICER                                          MULDOON, MURPHY & FAUCETTE
PROVIDENT BANKSHARES CORPORATION                 5101 WISCONSIN AVENUE, N.W.
114 EAST LEXINGTON STREET                        WASHINGTON, DC  20016
BALTIMORE, MARYLAND 21202                        (202) 362-0840
(410) 277-7000  
(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
     $1.00 par value         500,000 Shares      $29.31             $14,655,000          $4,324
===================================================================================================
</TABLE>
(1)Represents the total  increase in the number of shares  reserved for issuance
   together  with an  indeterminate  number  of  additional  shares  that may be
   necessary to adjust the number of shares  reserved  for issuance  pursuant to
   the Provident  Bankshares  Corporation Amended and Restated Stock Option Plan
   (the  "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. ss.230.416(a).
(2)Determined  by the market value of the Common Stock on July 8, 1998, which is
   calculated  by the  average of the high and low  prices  listed on the Nasdaq
   Stock  Market,  as  reported  in the Wall  Street  Journal,  for the  500,000
   additional  shares  available for issuance  under the Plan, for which options
   have not yet been granted.

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:  37
Exhibit Index on Page 7



                                        1

<PAGE> 2



PROVIDENT BANKSHARES CORPORATION

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

ITEMS 1 & 2.This  Registration  Statement relates to the registration of 500,000
additional  shares of common stock,  $1.00 par value per share ("Common Stock"),
of Provident Bankshares  Corporation  ("Provident" or the "Registrant") reserved
for issuance and delivery under the Provident Bankshares Corporation Amended and
Restated  Stock  Option Plan (the  "Plan").  On June 15,  1988,  the  Registrant
registered  510,000  shares of Common  Stock,  reserved for  issuance  under the
Provident Bankshares Corporation Stock Option and Appreciation Rights Plan, with
the Securities and Exchange  Commission (the "SEC") (SEC File No. 33-22552).  On
October 31, 1990, the Registrant  registered 190,000 additional shares of Common
Stock,  reserved  for  issuance  under  the  Plan,  with the SEC  (SEC  File No.
33-37502).  On May 19, 1995, The Registrant registered 565,000 additional shares
of Common Stock,  reserved for issuance  under the Plan,  with the SEC (SEC File
No.  33-92510).  The  contents  of  such  filings  are  incorporated  herein  by
reference, pursuant to General Instruction E for the Form S-8.

PART II     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None

      The consolidated  statements of condition of Provident and subsidiaries as
of December 31, 1997 and 1996 and the related consolidated statements of income,
changes  in  stockholders'  equity  and cash  flows for each of the years in the
three-year  period ended December 31, 1997,  included in the  Registrant's  1997
Form 10-K, which is incorporated by reference into this Registration  Statement,
have been  incorporated  by  reference  herein in  reliance  upon the reports of
PricewaterhouseCoopers  LLP  (formerly,  Coopers & Lybrand  L.L.P.)  and  Arthur
Andersen  LLP  (with  respect  to the  financial  statements  of First  Citizens
Financial  Corporation  for the  years  1996 and  1995),  independent  auditors,
included  in the  Registrant's  1997 Form  10-K and  incorporated  by  reference
herein,  and upon the  authority  of said  firms 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.




                                      2

<PAGE> 3



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   Articles of Incorporation of the Registrant, as amended.

4.2   Bylaws  of  Provident  Bankshares  Corporation,  as  amended,  filed as an
      Exhibit to the Registrant's  Annual Report on Form 10-K for the year ended
      December 31,  1994,  filed with the SEC on February 17, 1995 (SEC File No.
      0-16421) and incorporated herein by reference.

4.3   Stockholder  Protection  Rights  Agreement,  filed  as an  Exhibit  to the
      Registrant's  Annual  Report on Form 10-K for the year ended  December 31,
      1994 (SEC File No. 0-16421) and incorporated herein by reference.

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 PricewaterhouseCoopers LLP.

23.3  Consent of Arthur Andersen LLP.

24.0  Power of Attorney (Located on signature page).




                                      3

<PAGE> 4



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 10th day of
July, 1998.


                                    PROVIDENT BANKSHARES CORPORATION



                                    By:   /s/ Peter M. Martin
                                          --------------------------------------
                                          Peter M. Martin
                                          Chairman of the Board, President
                                          and Chief Executive Officer


      Each  person  whose  individual  signature  appears  below  hereby  makes,
constitutes and appoints Peter M. Martin, and Mr. Martin makes,  constitutes and
appoints James R. Wallis,  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/ Peter M. Martin           Chairman of the Board, President     July 10, 1998
------------------------      and Chief Executive Officer
Peter M. Martin               


/s/James R. Wallis            Executive Vice President             July 10, 1998
------------------------      (Principal Financial Officer)
James R. Wallis               


/s/ R. Wayne Hall             Treasurer (Principal                 July 10, 1998
-------------------------     Accounting Officer)
R. Wayne Hall                 



                                      4

<PAGE> 5



/s/ Carl W. Stearn             Director                            July 10, 1998
------------------------
Carl W. Stearn


/s/ Melvin A. Bilal            Director                            July 10, 1998
------------------------
Melvin A. Bilal


/s/ Dr. Calvin W. Burnett      Director                            July 10, 1998
-------------------------
Dr. Calvin W. Burnett


/s/ Ward B. Coe, III, Esquire   Director                           July 10, 1998
------------------------------
Ward B. Coe, III


/s/ Charles W. Cole, Jr.        Director                           July 10, 1998
-------------------------
Charles W. Cole, Jr.


/s/ M. Jenkins Cromwell, Jr.    Director                           July 10, 1998
----------------------------
M. Jenkins Cromwell, Jr.


/s/ Pierce B. Dunn              Director                           July 10, 1998
-----------------------
Pierce B. Dunn


/s/ Enos K. Fry                 Director                           July 10, 1998
----------------------
Enos K. Fry


/s/ Herbert W. Jorgensen        Director                           July 10, 1998
------------------------
Herbert W. Jorgensen


/s/ Mark K. Joseph              Director                           July 10, 1998
------------------------
Mark K. Joseph


/s/ Barbara B. Lucas            Director                           July 10, 1998
-----------------------
Barbara B. Lucas



                                        5

<PAGE> 6



/s/                               Director                         
------------------------------
Robert B. Barnhill, Jr.


/s/ Frederick W. Meier, Jr.       Director                         July 10, 1998
-----------------------------
Frederick W. Meier, Jr.


/s/ Sister Rosemarie Nassif       Director                         July 10, 1998
-----------------------------
Sister Rosemarie Nassif


/s/ Francis G. Riggs              Director                         July 10, 1998
-----------------------
Francis G. Riggs


/s/ Sheila K. Riggs               Director                         July 10, 1998
--------------------
Sheila K. Riggs


/s/                               Director
---------------------
Thomas S. Bozzuto



                                      6

<PAGE> 7

<TABLE>
<CAPTION>


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


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

 <S>         <C>                             <C>                               <C>     
 4.1         Articles of Incorporation       Filed herewith.                    9       
             of the Registrant.

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

 4.3         Stockholder Protection          Incorporated by reference         --
             Rights Agreement                to Exhibits to the Registrant's
                                             1994 Form 10-K (SEC File No.
                                             0-16421).

 5.0         Opinion of Muldoon, Murphy      Filed herewith.                   32
             & Faucette

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

 23.2        Consent of                      Filed herewith.                   35
             PricewaterhouseCoopers LLP

 23.3        Consent of Arthur Andersen      Filed herewith.                   37
             LLP

 24.0        Power of Attorney               Located on signature page.        --

</TABLE>




                                        7
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14200}]
{"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": "333-58881", "film-number": "98664634"}, "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 July 10, 1998
                                                 Registration No. ____________

                       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
                         (state or other jurisdiction of
                         incorporation or organization)

                                   52-1519642
                        (IRS Employer Identification No.)

                            114 EAST LEXINGTON STREET
                            BALTIMORE, MARYLAND 21202
                                 (410) 277-7000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                        PROVIDENT BANKSHARES CORPORATION
                     AMENDED AND RESTATED STOCK OPTION PLAN
                            (Full Title of the Plans)

                                                 COPIES TO:
PETER M. MARTIN                                  DOUGLAS P. FAUCETTE, ESQ.
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE          MARC P. LEVY, ESQ.
OFFICER                                          MULDOON, MURPHY & FAUCETTE
PROVIDENT BANKSHARES CORPORATION                 5101 WISCONSIN AVENUE, N.W.
114 EAST LEXINGTON STREET                        WASHINGTON, DC  20016
BALTIMORE, MARYLAND 21202                        (202) 362-0840
(410) 277-7000  
(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
     $1.00 par value         500,000 Shares      $29.31             $14,655,000          $4,324
===================================================================================================
(1)Represents the total  increase in the number of shares  reserved for issuance
   together  with an  indeterminate  number  of  additional  shares  that may be
   necessary to adjust the number of shares  reserved  for issuance  pursuant to
   the Provident  Bankshares  Corporation Amended and Restated Stock Option Plan
   (the  "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. ss.230.416(a).
(2)Determined  by the market value of the Common Stock on July 8, 1998, which is
   calculated  by the  average of the high and low  prices  listed on the Nasdaq
   Stock  Market,  as  reported  in the Wall  Street  Journal,  for the  500,000
   additional  shares  available for issuance  under the Plan, for which options
   have not yet been granted.

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:  37
Exhibit Index on Page 7

                                        1
2

PROVIDENT BANKSHARES CORPORATION

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

ITEMS 1 & 2.This  Registration  Statement relates to the registration of 500,000
additional  shares of common stock,  $1.00 par value per share ("Common Stock"),
of Provident Bankshares  Corporation  ("Provident" or the "Registrant") reserved
for issuance and delivery under the Provident Bankshares Corporation Amended and
Restated  Stock  Option Plan (the  "Plan").  On June 15,  1988,  the  Registrant
registered  510,000  shares of Common  Stock,  reserved for  issuance  under the
Provident Bankshares Corporation Stock Option and Appreciation Rights Plan, with
the Securities and Exchange  Commission (the "SEC") (SEC File No. 33-22552).  On
October 31, 1990, the Registrant  registered 190,000 additional shares of Common
Stock,  reserved  for  issuance  under  the  Plan,  with the SEC  (SEC  File No.
33-37502).  On May 19, 1995, The Registrant registered 565,000 additional shares
of Common Stock,  reserved for issuance  under the Plan,  with the SEC (SEC File
No.  33-92510).  The  contents  of  such  filings  are  incorporated  herein  by
reference, pursuant to General Instruction E for the Form S-8.

PART II     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None

      The consolidated  statements of condition of Provident and subsidiaries as
of December 31, 1997 and 1996 and the related consolidated statements of income,
changes  in  stockholders'  equity  and cash  flows for each of the years in the
three-year  period ended December 31, 1997,  included in the  Registrant's  1997
Form 10-K, which is incorporated by reference into this Registration  Statement,
have been  incorporated  by  reference  herein in  reliance  upon the reports of
PricewaterhouseCoopers  LLP  (formerly,  Coopers & Lybrand  L.L.P.)  and  Arthur
Andersen  LLP  (with  respect  to the  financial  statements  of First  Citizens
Financial  Corporation  for the  years  1996 and  1995),  independent  auditors,
included  in the  Registrant's  1997 Form  10-K and  incorporated  by  reference
herein,  and upon the  authority  of said  firms 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.

                                      2
3

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   Articles of Incorporation of the Registrant, as amended.

4.2   Bylaws  of  Provident  Bankshares  Corporation,  as  amended,  filed as an
      Exhibit to the Registrant's  Annual Report on Form 10-K for the year ended
      December 31,  1994,  filed with the SEC on February 17, 1995 (SEC File No.
      0-16421) and incorporated herein by reference.

4.3   Stockholder  Protection  Rights  Agreement,  filed  as an  Exhibit  to the
      Registrant's  Annual  Report on Form 10-K for the year ended  December 31,
      1994 (SEC File No. 0-16421) and incorporated herein by reference.

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 PricewaterhouseCoopers LLP.

23.3  Consent of Arthur Andersen LLP.

24.0  Power of Attorney (Located on signature page).

                                      3
4

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 10th day of
July, 1998.

                                    PROVIDENT BANKSHARES CORPORATION

                                    By:   /s/ Peter M. Martin
                                          --------------------------------------
                                          Peter M. Martin
                                          Chairman of the Board, President
                                          and Chief Executive Officer

      Each  person  whose  individual  signature  appears  below  hereby  makes,
constitutes and appoints Peter M. Martin, and Mr. Martin makes,  constitutes and
appoints James R. Wallis,  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/ Peter M. Martin           Chairman of the Board, President     July 10, 1998
------------------------      and Chief Executive Officer
Peter M. Martin               

/s/James R. Wallis            Executive Vice President             July 10, 1998
------------------------      (Principal Financial Officer)
James R. Wallis               

/s/ R. Wayne Hall             Treasurer (Principal                 July 10, 1998
-------------------------     Accounting Officer)
R. Wayne Hall                 

                                      4
5

/s/ Carl W. Stearn             Director                            July 10, 1998
------------------------
Carl W. Stearn

/s/ Melvin A. Bilal            Director                            July 10, 1998
------------------------
Melvin A. Bilal

/s/ Dr. Calvin W. Burnett      Director                            July 10, 1998
-------------------------
Dr. Calvin W. Burnett

/s/ Ward B. Coe, III, Esquire   Director                           July 10, 1998
------------------------------
Ward B. Coe, III

/s/ Charles W. Cole, Jr.        Director                           July 10, 1998
-------------------------
Charles W. Cole, Jr.

/s/ M. Jenkins Cromwell, Jr.    Director                           July 10, 1998
----------------------------
M. Jenkins Cromwell, Jr.

/s/ Pierce B. Dunn              Director                           July 10, 1998
-----------------------
Pierce B. Dunn

/s/ Enos K. Fry                 Director                           July 10, 1998
----------------------
Enos K. Fry

/s/ Herbert W. Jorgensen        Director                           July 10, 1998
------------------------
Herbert W. Jorgensen

/s/ Mark K. Joseph              Director                           July 10, 1998
------------------------
Mark K. Joseph

/s/ Barbara B. Lucas            Director                           July 10, 1998
-----------------------
Barbara B. Lucas

                                        5
6

/s/                               Director                         
------------------------------
Robert B. Barnhill, Jr.

/s/ Frederick W. Meier, Jr.       Director                         July 10, 1998
-----------------------------
Frederick W. Meier, Jr.

/s/ Sister Rosemarie Nassif       Director                         July 10, 1998
-----------------------------
Sister Rosemarie Nassif

/s/ Francis G. Riggs              Director                         July 10, 1998
-----------------------
Francis G. Riggs

/s/ Sheila K. Riggs               Director                         July 10, 1998
--------------------
Sheila K. Riggs

/s/                               Director
---------------------
Thomas S. Bozzuto

                                      6
7
EXHIBIT INDEX
                                  -------------

Exhibit                                         Method of                 Sequentially
  No.             Description                 Filing/Location             Numbered Page
  ---             -----------                 ---------------             -------------
4.1         Articles of Incorporation       Filed herewith.                    9       
             of the Registrant.

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

 4.3         Stockholder Protection          Incorporated by reference         --
             Rights Agreement                to Exhibits to the Registrant's
                                             1994 Form 10-K (SEC File No.
                                             0-16421).

 5.0         Opinion of Muldoon, Murphy      Filed herewith.                   32
             & Faucette

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

 23.2        Consent of                      Filed herewith.                   35
             PricewaterhouseCoopers LLP

 23.3        Consent of Arthur Andersen      Filed herewith.                   37
             LLP

 24.0        Power of Attorney               Located on signature page.        --
7