December 13, 2005

Mail Stop 4561

By U.S. Mail and facsimile to (301)774-8434

Mr. Hunter R. Hollar
President and Chief Executive Officer
Sandy Spring Bancorp, Inc.
17801 Georgia Avenue
Olney, Maryland 20832

Re:	Sandy Spring Bancorp, Inc.
	Form 10-K for the Fiscal Year Ended December 31, 2004
      Filed March 11, 2005
	File No. 000-19065

Dear Mr. Hollar:

      We have reviewed your response letter dated November 22,
2005
and have the following additional comment.


Form 10-K for the year ended December 31, 2004, filed on March 11,
2005

Note 7 - Goodwill and Other Intangible Assets, page 43

1. Please provide us with the second step of your goodwill
impairment
analysis performed for the leasing unit as described in paragraph
21
of SFAS No. 142, which compares the implied fair value of
reporting
unit goodwill with the carrying amount of that goodwill.
Alternatively, please tell us why you believe a second step
goodwill
impairment analysis is not required and/or appropriate.  We note
your
reference to Appendix A to SFAS No. 142 in this regard, but are
unclear what example or examples you are attempting to cite by
analogy to your particular facts and circumstances.  Please
explain
your rationale for the determinations made which support your
current
accounting in your next response letter as necessary.


* * * * *

 As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Amanda Roberts, Staff Accountant, at
(202)551-
3417 or me at (202)551-3492 if you have questions.


      Sincerely,



      John P. Nolan
      Accounting Branch Chief


Mr. Hunter R. Hollar
Sandy Spring Bancorp, Inc.
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