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): November 17, 2004
                                                  -----------------

                           Sandy Spring Bancorp, Inc.
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             (Exact name of registrant as specified in its charter)


        Maryland                      0-19065                52-1532952
- -----------------------------   --------------------   ------------------------
(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
                                                     --------------


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))



Item 8.01. Other Events.

The following information is filed with the Commission under Item 8.01 of this
Form 8-K.

At its regular meeting on November 17, 2004, the Board of Directors of Sandy
Spring Bancorp, Inc. approved plans to exit a leverage program begun in 1996. In
its news release dated November 17, 2004, a copy of which is included as Exhibit
99 hereto, the Company announced such plans and issued revised earnings
guidance.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired. Not applicable.
(b) Pro forma financial information. Not applicable.
(c) Exhibits Exhibit 99. News Release dated November 17, 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: November 17, 2004

EX-99

                                                                      Exhibit 99


[SANDY
 SPRING
 BANCORP LOGO]

                                                                    NEWS RELEASE

FOR IMMEDIATE RELEASE

           SANDY SPRING BANCORP ANNOUNCES BALANCE SHEET REPOSITIONING;
                            REVISES EARNINGS GUIDANCE

Olney, Maryland, November 17, 2004 ---Sandy Spring Bancorp, Inc. (NASDAQ-SASR),
the parent company of Sandy Spring Bank, today announced that it plans to exit a
leveraging program begun in 1996. This action is intended to improve the
company's net interest margin and interest rate risk position. The leverage
program consists primarily of investments in available-for-sale securities
funded by Federal Home Loan Bank of Atlanta advances.

To implement this balance sheet repositioning, the Company plans to pre-pay $195
million in Federal Home Loan Bank borrowings by year-end 2004, using proceeds
from the sale of approximately $195 million in available for sale investment
securities. The average cost of the borrowings being prepaid is 5.63% and the
average yield on the investment securities being sold is 3.08%. The
repositioning is expected to reduce net income for the fourth quarter and full
year 2004 by $12.3 million, which is the net, after-tax effect of $21.6 million
(pre-tax) in prepayment penalties, net of $0.6 million (pre-tax) in gains on
securities. The Company will remain well capitalized for regulatory purposes.

Sandy Spring Bancorp currently expects its earnings for the full year 2004 to be
from $.95 to $1.05 per fully diluted share. These lower expectations are a
result of the balance sheet repositioning, expected pre-tax costs of $1 million
relating to the previously announced executive departures, and $0.5 million in
consulting costs relating to compliance with the Sarbanes-Oxley internal control
system requirements that become effective this year.

The leverage program increased the Company's return on equity and earnings per
share in prior years, and was approximately break-even for the first nine-months
of 2004. The Company's analysis of the program, however, indicates that it would
depress net interest margins, net income, and performance in future periods if
it remained in place. "We made this decision after careful analysis of recent
trends and our overall risk position," noted Hunter R. Hollar, President and CEO
of Sandy Spring. Mr. Hollar added, "Sandy Spring will increase its emphasis on
producing consistent earnings results from its core loan, deposit and
non-interest income businesses, without significant non-core leverage programs."
The Company may increase its levels of investment securities and balance sheet
leverage in the future in connection with its core business objectives. "We
expect this decision to have a positive effect on Sandy Spring Bancorp's
earnings results and performance ratios over the next several years and
reiterates management's focus on producing consistent, long-term total returns
for our shareholders," said Hollar.

ABOUT SANDY SPRING BANCORP/SANDY SPRING BANK

With $2.5 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
         Philip J. Mantua, Executive Vice President & Chief Financial Officer
         Sandy Spring Bancorp
         17801 Georgia Avenue
         Olney, Maryland 20832
         1-800-399-5919
         E-mail:  HHollar@sandyspringbank.com
         PMantua@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 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, 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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