S-8

     Registration No. 333-                    

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

SANDY SPRING BANCORP, INC.

(Exact name of Registrant as specified in its charter)

Maryland	52-1532952
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

17801 Georgia Avenue
Olney, Maryland 20832
(Address of Principal Executive Offices) (Zip Code)

Amended and Restated CN Bancorp, Inc. Stock Option Plan
(Full Title of the Plan)

Ronald E. Kuykendall, Esq.
Executive Vice President, General Counsel and Secretary
Sandy Spring Bancorp, Inc.
17801 Georgia Avenue
Olney, Maryland 20832
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

(301) 774-6400
(Telephone Number, Including Area Code, of Agent for Service)

COPY TO:

Kenneth R. Morrow, Esq.
Dickstein Shapiro LLP
1825 Eye Street NW
Washington, DC 20006-5403
(202) 420-2200

CALCULATION OF REGISTRATION FEE

		Proposed Maximum Offering	Proposed Maximum	Amount of
Title of Securities	Amount to be	Price	Aggregate Offering	Registration
to be Registered	Registered(1)	Per Share(2)	Price(2)	Fee(2)
Common Stock, $1.00 par value	17,308	$26.81	$464,027.48	$14.25`

(1) Represents the maximum number of shares of the Registrant’s Common Stock issuable under the CNB Plan (as defined below).

(2) The proposed maximum offering price per share, proposed maximum aggregate offering price and registration fee have been computed pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended, based on the average of the high and low sales price of the Registrant’s Common Stock on July 27, 2007 as reported by the NASDAQ Global Select Market.

EXPLANATORY NOTE

This Registration Statement covers 17,308 shares of the Registrant’s common stock, par value $1.00 per share (“Common Stock”) issuable under the Amended and Restated CN Bancorp, Inc. Stock Option Plan (the “CNB Plan”). The Registrant assumed the CNB Plan in connection with its acquisition of CN Bancorp, Inc. (“CNB”) pursuant to an Agreement and Plan of Merger dated as of December 13, 2006 by and between the Registrant and CNB.

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

     Documents containing the information specified in Part I of this Form S-8 have been and/or will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act of 1933 (the “Securities Act”). In accordance with the instructions to Part I of Form S-8, such documents will not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute the prospectus as required by Section 10(a) of the Securities Act.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents previously filed with the Securities and Exchange Commission (the “Commission”) by the Registrant, are incorporated by reference in this Registration Statement:

1. The Registrant’s Annual Report on Form 10-K filed with the Commission on March 6, 2007, for the fiscal year ended December 31, 2006, including any documents or portions thereof incorporated by reference therein;

2. The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, filed with the Commission on May 7, 2007, including any documents or portions thereof incorporated by reference therein;

3. The Registrant’s Current Reports on Form 8-K filed with the Commission on January 25, 2007, January 30, 2007, February 22, 2007, March 15, 2007, April 13, 2007, April 17, 2007, April 24, 2007, April 25, 2007, June 4, 2007, July 19, 2007 and July 23, 2007, including any documents or portions thereof incorporated by reference therein; and

4. The Registrant’s description of the Common Stock contained in Item 5 of its Annual Report on Form 10-K filed with the Commission on March 26, 1997, as it may be further amended in the future.

     All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Any statement contained herein 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 that 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

Not applicable.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers

     Maryland Law provides that a corporation may indemnify any director made a party to a proceeding by reason of service in that capacity unless it is established that: (1) the act or omission of the director was material to the matter giving rise to the proceeding and (a) was committed in bad faith or (b) was the result of active dishonesty; or (2) the director actually received an improper personal benefit in money, property or services; or (3) in the case of any criminal proceeding, the director had reasonable cause to believe that the act or omission was unlawful.

     To the extent that a director has been successful in defense of any proceeding, Maryland law provides that such director shall be indemnified against reasonable expenses incurred in connection therewith. Maryland law also provides that reasonable expenses incurred by a director who is a party to a proceeding may be paid or reimbursed by the corporation in advance of the final disposition of the proceeding upon receipt by the corporation of: (1) a written affirmation by the director of the director’s good faith belief that the standard of conduct necessary for indemnification by the corporation as authorized under Maryland law has been satisfied; and (2) a written undertaking by or on behalf of the director to repay the amount if it shall ultimately be determined that the standard of conduct has not been met.

     A Maryland corporation may indemnify its officers to the same extent as its directors and to such further extent as is consistent with law.

     Article XV of the Registrant’s Articles of Incorporation provide that an officer or director of the Registrant shall not be personally liable to the corporation or its stockholders for monetary damages for breach of their fiduciary duty as an officer or director, unless: (a) it is proved that the individual officer or director actually received an improper benefit or profit in money, property, or services from the corporation; or (b) a judgment or other final adjudication adverse to the individual officer or director is entered in a proceeding based on a finding in the proceeding that the individual’s action or failure to act was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. The Registrant’s articles of incorporation also provide that if Maryland law is amended to further eliminate or limit the personal liability of officers and directors, the liability of officers and directors of the corporation will be eliminated or limited to the fullest extent permitted by Maryland law, as so amended.

     The provisions in the Registrant’s Articles of Incorporation do not eliminate the officers’ and directors’ fiduciary duties, and in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Maryland law. Each officer and director of the Registrant remains subject to liability for any breach of loyalty to the Registrant for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for actions leading to improper personal benefit to the officer or director and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Maryland law. These provisions also do not affect an officer’s or director’s responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.

Item 7. Exemption from Registration Claimed

Not Applicable.

Item 8. Exhibits

Number	Description
4.1	Amended and Restated CN Bancorp, Inc. Stock Option Plan
5.1	Opinion of Dickstein Shapiro LLP
23.1	Consent of McGladrey & Pullen, LLP
23.2	Consent of Dickstein Shapiro LLP (included in Exhibit 5.1)
24.1	Powers of Attorney

Item 9. Undertakings.

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:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To 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 set forth in the Registration Statement; and

(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;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and 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 section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference 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.

(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.

(4) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) 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.

(5) 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 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 Securities Act of 1933 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 of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Olney, State of Maryland on this 30th day of July 2007.

SANDY SPRING BANCORP, INC. (Registrant)
By:	/s/ Hunter R. Hollar
	Name:	Hunter R. Hollar
	Title:	President and Chief Executive Officer

     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.

Signature	Title	Date
/s/ Hunter R. Hollar  Hunter R. Hollar	President and Chief Executive Officer (Principal Executive Officer)	July 30, 2007
/s/ Philip J. Mantua Philip J. Mantua	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	July 30, 2007
/s/ Dennis P. Neville Dennis P. Neville	Senior Vice President and Controller (Principal Accounting Officer)	July 30, 2007

A majority of the Board of Directors:

     John Chirtea, Mark E. Friis, Susan D. Goff, Marshall H. Groom, Solomon Graham, Gilbert L. Hardesty, Hunter R. Hollar, Pamela A. Little, Charles F. Mess, Robert L. Orndorff, Jr., David E. Rippeon, Craig A. Ruppert, Lewis R. Schumann and W. Drew Stabler (Chairman).

Date: July 30, 2007

By:	/s/ Ronald E. Kuykendall
	Ronald E. Kuykendall
	Attorney-In-Fact

Sandy Spring Bancorp, Inc.
Form S-8
Exhibit Index

Exhibit No.	Description
4.1	Amended and Restated CN Bancorp, Inc. Stock Option Plan (filed herewith)
5.1	Opinion of Dickstein Shapiro LLP
23.1	Consent of McGladrey & Pullen, LLP
23.2	Consent of Dickstein Shapiro LLP (included in Exhibit 5.1)
24.1	Powers of Attorney

EX-4.1

Exhibit 4.1

AMENDED AND RESTATED
CN BANCORP, INC.
STOCK OPTION PLAN

1. Purpose

This Stock Option Plan (the “Plan”), which is an amendment and restatement of the CN Bancorp, Inc. Stock Option Plan, is adopted by Sandy Spring Bancorp, Inc. (the “Company”) in accordance with the terms of the Agreement and Plan of Merger dated as of December 13, 2006 pursuant to which CN Bancorp, Inc. (“CN Bancorp”) was merged with and into the Company on May 31, 2007 (the “Merger Date”). This amendment and restatement is effective as of May 31, 2007 (the “Effective Date”) and governs the operation of the Plan from and after such date.

2. Definitions

The following terms wherever used herein shall have the meanings set forth below:

(a)	The term “Affiliate” shall mean any “parent corporation” or “subsidiary corporation” of the Company as such terms are defined in Section 424(e) and (f), respectively, of the Code.
(b)	The term “Board of Directors” shall mean the Board of Directors of the Company.
(c)	The term “Code” shall mean the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder.
(d)	The term “Committee” shall mean the Stock Option Committee appointed pursuant to the Sandy Spring Bancorp, Inc. 2005 Omnibus Stock Plan.
(e)	The term “Common Stock” shall mean the common stock, par value $1.00 per share, of the Company.
(f)	“Fair market value” shall mean the average of the best bid and best ask price as reported on the OTC Bulletin Board, if the Common Stock is traded otherwise than on a national securities exchange (including the Nasdaq National or Small Cap Market). If the Common Stock is listed on a national securities exchange (including the NASDAQ National or Small Cap Market) on the date in question, then the fair market value shall be not less than the average of the highest and lowest selling price on such exchange on such date, or if there were no sales on such date, then the fair market value shall be not less than the mean between the bid and asked prices on such date. If no such prices are available, then the fair market value shall be its fair market value as determined by the Committee, in good faith, in its sole and absolute discretion.
(g)	The term “Incentive Stock Option” shall mean any Option granted pursuant to the Plan that is designated as an Incentive Stock Option and which satisfies the requirements of Section 422(b) of the Code.
(h)	The term “Nonqualified Stock Option” shall mean any Option granted pursuant to the Plan that is not an Incentive Stock Option.
(i)	The term “Option” or “Stock Option” shall mean a right to purchase shares of Common Stock pursuant to the Plan, and shall include the terms Incentive Stock Option and Nonqualified Stock Option.
(j)	The term “Option Agreement” shall mean the written agreement representing Options granted pursuant to the Plan as contemplated by Paragraph 5 of the Plan.

(k) The term “Rule 16b-3” shall mean Rule 16b-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.

3. Conversion of Options

(a)	Each Option to acquire shares of common stock of CN Bancorp that is outstanding on the Effective Date shall be converted into an Option to acquire shares of Common Stock of the Company. Such converted Option shall be an ISO or a Non-ISO, in accordance with the character of the Option being converted, and the number of shares of Common Stock of the Company covered by such converted Option shall be determined by multiplying the number of shares of common stock of CN Bancorp that were subject to the Option being converted by 0.6657 (rounded down to the nearest whole share), at an exercise price determined by dividing the exercise price per share of the Option being converted by 0.6657 (rounded down to the nearest whole penny).
(b)	An Option which is converted, pursuant to the immediately preceding paragraph, into an option to acquire shares of Common stock of the Company, shall be subject to the terms and conditions of the Agreement which granted the Option from which such Option was converted.
(c)	After the Merger Date, the number of shares of Common Stock subject to the Plan shall be 17,308. After the Merger Date, no Options shall be granted under the Plan.

4. Administration

(a)	The Plan shall be administered by the Committee.
(b)	The Committee may establish, from time to time and at any time, subject to the limitations of the Plan as set forth herein, such rules and regulations and amendments and supplements thereto, as it deems necessary to comply with applicable law and regulation and for the proper administration of the Plan.
(c)	The Committee shall have the sole and complete authority and discretion to interpret and construe the provisions of the Plan and the rules and regulations adopted by the Committee. All decisions, determinations and interpretations of the Committee with respect to the Plan shall be final, conclusive and binding on all persons affected thereby. No member of the Committee shall be liable for any action taken or determination made in respect of the Plan in good faith.
(d)	In addition to such other rights of indemnification as they may have, the members of the Committee shall be indemnified by the Company in connection with any claim, action, suit or proceeding relating to any action taken or failure to act under or in connection with the Plan or any Option to the maximum extent provided for under the Company’s Articles of Incorporation or Bylaws with respect to the indemnification of Directors.
(e)	In the event of reorganization, re-capitalization, stock split, stock dividend, combination of shares of Common Stock, merger, consolidation, share exchange, acquisition of property or stock, or any change in the capital structure of the Company, the Committee shall make such adjustments as may be appropriate in the number, kind and price of shares covered by Options granted pursuant to the Plan but not then exercised.

5. Terms and Conditions of Options

(a)	Each Option granted pursuant to the Plan shall be evidenced by an Option Agreement in such form as the Committee from time to time may determine.
(b)	Each Option, subject to the other limitations set forth in the Plan, may extend for a period of up to 10 years from the date on which it is granted, or such shorter period as may be provided under the Option Agreement evidencing the Option.

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(c)	After the Effective Date, all Options then outstanding shall become immediately exercisable.
(d)	Options shall be nontransferable and non-assignable, except that Options may be transferred by testamentary instrument or by the laws of descent and distribution.
(e)	Upon voluntary or involuntary termination of an Option holder’s employment, his Option and all rights thereunder shall terminate effective at the close of business on the date the Option holder ceases to be a regular, full-time employee of the Company or any of its Affiliates, except (i) to the extent previously exercised and (ii) as provided in subparagraphs (f), (g) and (h) of this Paragraph 5.
(f)	In the event an Option holder (i) takes a leave of absence from the Company or any of its Affiliates for personal reasons or as a result of entry into the armed forces of the United States, or any of the departments or agencies of the United States government, or (ii) terminates his employment, or ceases providing services to the Company of any of its Affiliates, by reason of illness, disability, voluntary termination with the consent of the Committee, or other special circumstance, the Committee may consider his case and may take such action in respect of the related Option Agreement as it may deem appropriate under the circumstances, including accelerating the time in which such Option holder’s Option may be exercised and extending the time following the Option holder’s termination of employment during which the Option holder is entitled to purchase the shares of Common Stock subject to such Option holder’s Option, provided that in no event may any Option be exercised after the expiration of the term of the Option.
(g)	If an Option holder dies during the term of his Option without having fully exercised his Option, the executor or administrator of his estate or the person who inherits the right to exercise the Option by bequest or inheritance shall have the right within ninety days of the Option holder’s death to purchase the number of shares of Common Stock that the deceased Option holder was entitled to purchase at the date of his death, after which the Option shall lapse, provided that in no event may any Option be exercised after the expiration of the term of the Option.
(h)	If an Option holder terminates employment without his having fully exercised his Option due to his retirement with the consent of the Company, then such Option holder shall have the right within ninety days of the Option holder’s termination of employment to purchase the number of shares of Common Stock that the Option holder was entitled to purchase at the date of his retirement, after which the Option shall lapse, provided that in no event may any Option be exercised after the expiration of the term of the Option. The Committee may cancel an Option during the ninety day period referred to in this paragraph, if the Option holder engages in employment or activities contrary, in the opinion of the Committee, to the best interests of the Company. The Committee shall determine in each case whether a termination of employment shall be considered a retirement with the consent of the Company, and, subject to applicable law, whether a leave of absence shall constitute a termination of employment.
(i)	The granting of an Option or conversion of an Option pursuant to Paragraph 3 shall not constitute or be evidence of any agreement or understanding, express or implied, on the part of the Company or any of its Affiliates to retain or employ the Option holder for any specified period.
(j)	In addition to the general terms and conditions set forth in this Paragraph 5 in respect of Options granted pursuant to the Plan, Incentive Stock Options granted pursuant to the Plan shall be subject to the following additional terms and conditions:

i. Incentive Stock Options shall be granted only to individuals who, at the date of grant of the Option, are regular, full-time employees of the Company or any of its Affiliates;

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ii.	No employee who owns beneficially more than 10% of the total combined voting power of all classes of stock of the Company shall be eligible to be granted an Incentive Stock Option;
iii.	The aggregate Fair Market Value (determined at the time an Incentive Stock Option is granted) of the shares of Common Stock in respect of which Incentive Stock Options are exercisable for the first time by the holder of such Incentive Stock Option during any calendar year (under all plans of the Company and its Affiliates) shall not exceed $100,000; and
iv.	Any other terms and conditions specified by the Board of Directors or the Committee that are not inconsistent with the Plan, except that such terms and conditions must be consistent with the requirements of Section 422(b) of the Code.

6. Exercise of Options

(a)	An Option holder (or other person or persons, if any, entitled to exercise an Option hereunder) desiring to exercise an Option as to all or part of the shares of Common Stock covered by the Option shall (i) notify the Company in writing, at the Company’s executive offices, to that effect, specifying the number of shares of Common Stock to be purchased and the method of payment therefor, and (ii) make payment or provision for payment for the shares of Common Stock so purchased in accordance with Paragraph 6(b). Such written notice may be given by means of a facsimile transmission. If notice is given by facsimile transmission, the Option holder shall mail the original executed copy of the written notice to the Company promptly thereafter.
(b)	Contemporaneously with delivery of notice of exercise of an Option, the Option holder (i) shall deliver to the Company in United States currency an amount equal to the aggregate exercise price of the shares of Common Stock as to which such exercise relates, or (ii) shall tender to the Company shares of Common Stock already owned by the Option holder that, together with any cash tendered therewith, have an aggregate Fair Market Value (determined based on the Fair Market Value of a share of Common Stock on the date the notice of exercise is received by the Company) equal to the aggregate exercise price of the shares of Common Stock as to which such exercise relates. Alternatively, contemporaneously with delivery of notice of exercise of an Option, the Option holder shall deliver irrevocable instructions to a broker (suitable to the Committee) to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the aggregate exercise price of the shares of Common Stock as to which such exercise relates and to sell the shares of Common Stock to be issued upon exercise of the Option and deliver the cash proceeds, less commissions and brokerage fees, to the Option holder or to deliver the remaining shares of Common Stock to the Option holder. Notwithstanding the foregoing provisions, the Committee or the Board of Directors, in granting Options pursuant to the Plan, may limit the methods by which an Option may be exercised by any person and, in processing any purported exercise of an Option granted pursuant to the Plan, may refuse to recognize the method of exercise selected by the Option holder (other than the method of exercise set forth in clause (i) of this Paragraph 6(b)).
(c)	An Option holder at any time may elect in writing to abandon an Option with respect to all or part of the number of shares of Common Stock as to which the Option shall not have been exercised.
(d)	An Option holder shall have none of the rights of a stockholder of the Company until the shares of Common Stock covered by the Option are issued to him upon exercise of the Option.

7. Conditions Upon Issuance of Shares of Common Stock

(a) Shares of Common Stock shall not be issued with respect to any Option unless the issuance and delivery of such shares shall comply with all relevant provisions of law, including without limitation, the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, any applicable state securities law, and the requirements of any stock exchange upon which the Common Stock may then be listed. The Plan is intended to comply with Rule 16b-3, if applicable, and any provision of the Plan that the Committee determines in its sole and absolute discretion to be inconsistent with said Rule shall, to the extent of such inconsistency, be inoperative and null and void, and shall not affect the validity of the remaining provisions of the Plan.

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(b)

The inability of the Company to obtain approval from any regulatory body or authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any shares of Common Stock hereunder shall relieve the Company of any liability in respect of the non-issuance or sale of such shares of Common Stock. As a condition to the exercise of an Option, the Company may require the person exercising the Option to make such representations and warranties as the Committee determines may be necessary to assure the availability of an exemption from the registration requirements of federal or state securities law.

(c)

The Committee shall have the discretionary authority to impose in Option Agreements such restrictions as it may deem necessary, appropriate or desirable, including but not limited to the authority to impose a right of first refusal or to establish repurchase rights or both of these restrictions.

8. Modification of Options

At any time, and from time to time, the Board of Directors or the Committee may authorize the execution of an instrument providing for the modification of any outstanding Option, provided no such modification shall confer on the holder of such Option any right or benefit which could not be conferred on him by the grant of a new Option at such time, or impair the Option without the consent of the holder of the Option.

9. Amendment and Termination of the Plan

The Board of Directors may from time to time amend the terms of the Plan and suspend or terminate the Plan. No amendment, suspension, or termination of the Plan shall, without the consent of any affected holders of an Option, alter or impair any rights or obligations under any Option theretofore granted.

10. Reservation of Shares of Common Stock

The Company, during the term of the Plan, will reserve and keep available a number of shares of Common Stock sufficient to satisfy the requirements of the Plan.

11. Withholding Tax

The Company’s obligation to deliver shares of Common Stock upon exercise of Options (or such earlier time that an Option holder makes an election under Section 83(b) of the Code) shall be subject to the Option holder’s satisfaction of all applicable federal, state and local income and employment tax withholding obligations. The Committee, in its discretion, may permit the Option holder to satisfy the obligation, in whole or in part, by irrevocably electing to have the Company withhold shares of Common Stock, or to deliver to the Company shares of Common Stock that he already owns, having a value equal to the amount required to be withheld. As an alternative, the Company may retain, or sell without notice, a number of shares of Common Stock sufficient to cover the amount required to be withheld.

12. Governing Law

The Plan shall be governed by and construed in accordance with the laws of the State of Maryland, except to the extent that federal law shall be deemed to apply.

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EX-5.1

Exhibit 5.1

DICKSTEIN SHAPIRO LLP
1825 I Street NW • Washington, DC 20006-5403
Tel (202) 420-2200 • Fax (202) 420-2201

July 30, 2007

Sandy Spring Bancorp, Inc.
17801 Georgia Avenue
Olney, Maryland 20832

Ladies and Gentlemen:

     We have acted as counsel to Sandy Spring Bancorp, Inc., a Maryland corporation, (the “Corporation”) in connection with the Corporation’s Registration Statement on Form S-8 (such Registration Statement, including all exhibits and amendments thereto, the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of up to 17,308 shares of common stock, par value $1.00 per share (the “Shares”), for issuance and sale pursuant to the Amended and Restated CN Bancorp, Inc. Stock Option Plan (the “CNB Plan”).

     In connection with this opinion, we have considered such questions of law as we have deemed necessary as a basis for the opinions set forth below, and we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of the following:

(i) the Registration Statement;

(ii) the Articles of Incorporation and By-Laws of the Corporation, as amended and as currently in effect;

(iii) certain resolutions of the Board of Directors of the Corporation relating to the issuance of the Shares and other transactions contemplated by the Registration Statement;

(iv) the Plan; and

(v) such other documents as we have deemed necessary or appropriate as a basis for the opinion set forth below.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. As to any facts material to this opinion that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Corporation and others.

     Based upon and subject to the foregoing, we are of the opinion that when sold, issued and paid for as contemplated in the Registration Statement, the Shares will be validly issued and will be fully paid and non-assessable.

     The law covered by the opinion set forth above is limited to the corporate law of the State of Maryland. No other opinion is expressed herein as to the laws of any other jurisdiction.

     We hereby consent to the filing of this opinion with the Securities and Exchange Commission (the “Commission”) as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Dickstein Shapiro LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Sandy Spring Bancorp, Inc. of our reports dated March 5, 2007 relating to our audit of the consolidated financial statements and internal control over financial reporting, which appear in the Annual Report on Form 10-K of Sandy Spring Bancorp, Inc. for the year ended December 31, 2006.

/s/ McGladrey & Pullen, LLP

Frederick, Maryland
July 25, 2007

EX-24.1

Exhibit 24.1

POWERS OF ATTORNEY

          We, the undersigned directors of the Registrant, hereby severally constitute and appoint Ronald E. Kuykendall our true and lawful attorney and agent, to do any and all things in our names in the capacities indicated below which said person may deem necessary or advisable to enable the Registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the registration statement on Form S-8 relating to the Amended and Restated CN Bancorp, Inc. Stock Option Plan, including specifically, but not limited to, power and authority to sign for us in our names in our capacities as directors and, as applicable, as members of the plan administrative committee, the registration statement and any all amendments (including post-effective amendments) thereto; and we hereby approve, ratify and confirm all that said person and/or persons shall do or cause to be done by virtue thereof.

Signature	Title	Date
/s/ John Chirtea	Director	July 30, 2007
John Chirtea
/s/ Mark E. Friis Mark E. Friis	Director	July 30, 2007
/s/ Susan D. Goff Susan D. Goff	Director	July 30, 2007
/s/ Marshall H. Groom Marshall H. Groom	Director	July 30, 2007
/s/ Solomon Graham Solomon Graham	Director	July 30, 2007
/s/ Gilbert L. Hardesty Gilbert L. Hardesty	Director	July 30, 2007
/s/ Hunter R. Hollar Hunter R. Hollar	Director	July 30, 2007
/s/ Pamela A. Little Pamela A. Little	Director	July 30, 2007
/s/ Charles F. Mess Charles F. Mess	Director	July 30, 2007
/s/ Robert L. Orndorff, Jr. Robert L. Orndorff, Jr.	Director	July 30, 2007
/s/ David E. Rippeon David E. Rippeon	Director	July 30, 2007

Signature	Title	Date
/s/ Craig A. Ruppert Craig A. Ruppert	Director	July 30, 2007
/s/ Lewis R. Schumann Lewis R. Schumann	Director	July 30, 2007
/s/ W. Drew Stabler W. Drew Stabler	Chairman	July 30, 2007

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