8-K

 
                      SECURITIES AND EXCHANGE COMMISSION

                             Washington, DC  20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 16, 1997
                                                   --------------

                          Sandy Spring Bancorp, Inc.
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            (Exact name of registrant as specified in its charter)
 
Maryland                              0-19065                  52-1532952
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(State or other jurisdiction      (Commission file           (IRS Employer
of incorporation)                      number)           Identification Number)
 
17801 Georgia Avenue, Olney, Maryland  20832
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(Address of Principal Executive Offices)   (Zip Code)

Registrant's telephone number, including area code:  (301) 774-6400
                                                     --------------

 
Item 5. Other Events.
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     On April 16, 1997, Sandy Spring Bancorp, Inc. ("Bancorp") announced that
its Board of Directors had authorized the repurchase of up to 5% of the
4,920,838 outstanding shares of Bancorp common stock, par value $1.00 per share,
in connection with shares expected to be issued pursuant to Bancorp's dividend
reinvestment, stock option, and employee benefit plans and for other corporate
purposes. The share repurchases would be made on the open market and in
privately negotiated transactions, from time to time until March 31, 1999, or
earlier termination of the program by the Board. For additional information, see
the Press Release included as Exhibit 99.


Item 7. Financial Statements and Exhibits.
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(a)  Exhibit 99 - Press Release dated April 16, 1997



                                  Signatures

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                         SANDY SPRING BANCORP, INC.

                                         By:  /s/ Hunter R. Hollar
                                              -------------------------------
                                              Hunter R. Hollar, President and
                                              Chief Executive Officer
Dated : April 21, 1997

EX-99

 
                                   EXHIBIT 99

 
SANDY SPRING BANCORP          PRESS
SANDY SPRING                 RELEASE
NATIONAL BANK
of Maryland
SINCE 1868

NASDAQ NATIONAL MARKET-SASR

                             FOR IMMEDIATE RELEASE

CONTACT:

Hunter R. Hollar
President and
 Chief Executive Officer
(301) 774-6400

         SANDY SPRING BANCORP, INC. ANNOUNCES SHARE REPURCHASE PROGRAM

     April  16, 1997, Olney, Maryland . . . . Sandy Spring Bancorp, Inc.
(NASDAQ National Market--SASR) today announced that its board of directors has
authorized the repurchase of up to 5%, or 246,042 shares, of its outstanding
common stock, par value $1.00 per share, in connection with shares expected to
be issued under Bancorp's dividend reinvestment, stock option, and employee
benefit plans and for other corporate purposes. The share repurchases are
expected to be made primarily on the open market from time to time until March
31, 1999, or earlier termination of the repurchase program by the Board.
Repurchases under the program will be made in the discretion of management based
upon market, business, legal, accounting and other factors.

     Hunter R. Hollar, President and Chief Executive Officer of Sandy Spring
Bancorp, stated that the company believes the share repurchase program is in the
best interests of Bancorp and its shareholders. Sandy Spring Bancorp's
4,920,838 outstanding shares of common stock trade on the Nasdaq National Market
under the symbol SASR, and closed at a price of $35.50 per share on April 15,
1997.

     Sandy Spring Bancorp, Inc. is the bank holding company for Sandy Spring
National Bank of Maryland, which has 19 community banking offices in Montgomery,
Howard and Anne Arundel Counties in Maryland.  As of March 31, 1997, Sandy
Spring Bancorp had consolidated assets of approximately $989 million.

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