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):  August 10, 2004

                           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
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Item 5.  Other Events
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Item 9. Regulation FD Disclosure.
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         On August 10, 2004, Sandy Spring Bancorp, Inc. issued the press release
attached as Exhibit 99.

Item 7. Financial Statements and Exhibits.
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(a)     Exhibit 99 - News Release dated August 10, 2004.

                                   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:    Hunter R. Hollar
                                                ----------------------------
                                                   Hunter R. Hollar
                                                   President and
                                                   Chief Executive Officer

Dated: August 10, 2004

EX-99

                                                                      EXHIBIT 99

[SANDY SPRING LOGO]

                                                                    NEWS RELEASE

FOR IMMEDIATE RELEASE

                         SANDY SPRING BANCORP ANNOUNCES
                     ISSUANCE OF TRUST PREFERRED SECURITIES

         OLNEY, MARYLAND, August 10, 2004 -- Sandy Spring Bancorp, Inc. (Nasdaq
- - SASR, SASRP), the parent company of Sandy Spring Bank, announced today that it
had completed a private placement issuance of $35 million of trust preferred
securities through a newly formed subsidiary trust organized under Delaware law.
The trust preferred securities bear a 6.35% fixed rate of interest until July 7,
2009, at which time the interest rate becomes a variable rate, adjusted
quarterly, equal to 225 basis points over three month Libor. The trust preferred
securities represent guaranteed beneficial interests in a like amount of junior
subordinated debentures having the same terms, due in 2034, issued by the
Company, and are intended to qualify as tier 1 capital.

         The net proceeds of the trust preferred securities issuances are
expected to be used by the Company to redeem the $35.0 million in 9.375% fixed
rate trust preferred securities issued in 1999 (Nasdaq - SASRP), which will
become subject to redemption on November 30, 2004. Management expects that the
private placement and the redemption will have a net positive effect on net
income within ten months. The Company has considered the effects of the private
placement and planned redemption in its previously released earnings guidance.
The Company expects that it will effect the redemption in late November 2004, or
as soon as practicable thereafter, although there can be no assurance as to the
timing.

         The trust preferred securities have not been registered under the
Securities Act of 1933, as amended, or applicable state securities laws, and
unless so registered, may not be offered or sold in the United States, except
pursuant to an applicable exemption from the registration requirements of the
Securities Act of 1933, as amended, and applicable state securities laws. This
press release shall not constitute an offer to sell or the solicitation of an
offer to buy the trust preferred securities.

ABOUT SANDY SPRING BANCORP/SANDY SPRING BANK

         With $2.4 billion in assets, Sandy Spring Bancorp is the holding
company for Sandy Spring Bank and its principal subsidiaries, Sandy Spring
Insurance Corporation and The Equipment Leasing Company. Sandy Spring Bancorp is
the third largest publicly traded banking company headquartered in Maryland.
Sandy Spring is a community banking organization that focuses its lending and
other services on businesses and consumers in the local market area. Independent
and community-oriented, Sandy Spring Bank was founded in 1868 and offers a broad
range of commercial banking, retail banking and trust services through 30
community offices and 45 ATMs located in Anne Arundel, Frederick, Howard,
Montgomery, and Prince George's counties in Maryland. Visit
www.sandyspringbank.com for more information.






         For additional information or questions, please contact:
                  Hunter R. Hollar, President & Chief Executive Officer, or
                  James H. Langmead, Executive V.P. & Chief Financial Officer
                  Sandy Spring Bancorp, Inc.
                  17801 Georgia Avenue
                  Olney, Maryland 20832
                  1-800-399-5919
                  E-mail:  HHollar@sandyspringbank.com
                                    JLangmead@sandyspringbank.com
                                    Web site:  www.sandyspringbank.com

         FORWARD-LOOKING STATEMENTS: Sandy Spring Bancorp makes forward-looking
statements in this News Release that are subject to risks and uncertainties.
These forward-looking statements include: statements of goals, intentions,
earnings expectations, and other expectations; estimates of risks and future
costs and benefits; assessments of probable loan and lease losses; assessments
of market risk; and statements of the ability to achieve financial and other
goals. These forward-looking statements are subject to significant uncertainties
because they are based upon or are affected by: management's estimates and
projections of future interest rates, market behavior, and other economic
conditions; future laws and regulations; and a variety of other matters which,
by their nature, are subject to significant uncertainties. Because of these
uncertainties, Sandy Spring Bancorp's actual future results may differ
materially from those indicated. In addition, the Company's past results of
operations do not necessarily indicate its future results.

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