8-K

UNITED STATES

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):  February 26, 2009

SANDY SPRING BANCORP, INC.

(Exact name of registrant as specified in its charter)

Maryland	000-19065	52-1532952
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

17801 Georgia Avenue, Olney, Maryland  20832

(Address of principal executive offices, including zip code)

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

Not Applicable

(Former name or former address, if changed since last report)

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

On February 26, 2009, Sandy Spring Bancorp, Inc. issued a press release announcing that the Board of Directors has reduced the company’s quarterly common stock dividend to $0.12 from $0.24 per share, effective for the dividend payable March 12, 2009, to shareholders of record on March 2, 2009.  A copy of the press release is included is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 9.01   Financial Statements and Exhibits

Exhibits
Number	Description
99.1	Press Release dated February 26, 2009

2

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.
	(Registrant)
Date: February 26, 2009	By:	/s/ Daniel J. Schrider
		Daniel J. Schrider
		President and Chief Executive Officer

3

EX-99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

SANDY SPRING BANCORP TO REDUCE QUARTERLY DIVIDEND

 TO $0.12 PER SHARE:

RETAINING $7.9 MILLION IN ADDITIONAL CAPITAL PER YEAR

Olney, Maryland, February 26, 2009 -- Sandy Spring Bancorp, Inc. (NASDAQ: SASR), the parent company of Sandy Spring Bank, announced that the Board of Directors has reduced the company's quarterly common stock dividend to $0.12 from $0.24 per share, effective for the dividend payable March 12, 2009, to shareholders of record on March 2, 2009. The Board anticipates maintaining the lower dividend rate for the foreseeable future. This action will enable the company to retain an additional $7.9 million in common equity per year.

“Our action today should help ensure that our balance sheet remains strong as we work our way through this unprecedented banking cycle,” said Daniel J. Schrider, president and chief executive officer. “While our capital levels are already healthy and exceed the regulatory requirements to be considered ‘well-capitalized,’ we believe that taking this step to further conserve shareholders’ equity is a prudent business decision in light of current market conditions. We hope to achieve an eventual return to our tradition of maintaining and growing our dividend as soon as feasible, once the business climate has stabilized and is showing clear signs of improvement.”

About Sandy Spring Bancorp/Sandy Spring Bank

With $3.3 billion in assets, (NASDAQ:SASR) Sandy Spring Bancorp is the holding company for Sandy Spring Bank and its principal subsidiaries, Sandy Spring Insurance Corporation, The Equipment Leasing Company and West Financial Services, Inc. Sandy Spring Bancorp is the second 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 42 community offices in Anne Arundel, Carroll, Frederick, Howard, Montgomery, and Prince George's counties in Maryland, and in Fairfax and Loudoun counties in Virginia. Through its subsidiaries, Sandy Spring Bank also offers a comprehensive menu of leasing, insurance and investment management services. Visit www.sandyspringbank.com to locate an ATM near you or for more information about Sandy Spring Bank.

For additional information or questions, please contact:

Daniel J. Schrider, President & Chief Executive Officer

DSchrider@sandyspringbank.com, or

Philip J. Mantua, Executive V.P. & Chief Financial Officer

PMantua@sandyspringbank.com

Sandy Spring Bancorp, Inc.

17801 Georgia Avenue

Olney, Maryland 20832

800-399-5919

Web site: sandyspringbank.com