As filed with the Securities and Exchange Commission on December 12, 1996
Registration Statement No. ________
Registration Statement No. 33-48453
Registration Statement No. 33-29316

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
AND
POST-EFFECTIVE AMENDMENT NO. 2
TO
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                     (IRS Employer I.D. Number)
Incorporation or Organization)


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

SANDY SPRING BANCORP
CASH AND DEFERRED PROFIT SHARING PLAN AND TRUST
(Full Title of Plan)

Hunter R. Hollar
SANDY SPRING BANCORP, INC.
17801 Georgia, Avenue
Olney, Maryland 20832
(301) 774-6400
(Name, Address, and Telephone Number of Agent for Service)

Copies to:
James I. Lundy, III, Esquire
Noel M. Gruber, Esquire
Kennedy & Baris, L.L.P.
Suite 300
4719 Hampden Lane
Bethesda, Maryland 20814

CALCULATION OF REGISTRATION FEE

                                                 Proposed            Proposed
Title of Securities            Amount        Maximum Offering         Maximum           Amount of
to be Registered /(1)/    to be Registered  Price per Share/(2)/     Aggregate      Registration Fee /(3)/
                                                                   Offering Price
Common Stock,
$1.00 par value                 60,000             $32.50           $1,950,000.00         $591.00

1

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this registration statement also covers an indeterminate amount of interests available pursuant to the Sandy Spring Bancorp Cash and Deferred Profit Sharing Plan and Trust described herein.

(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based upon the average of the high and low prices reported in the consolidated reporting system as of December 12, 1996.

(3) Represents the filing fee computed on the basis of the offering price of additional securities to be offered under the Sandy Spring Bancorp Cash and Deferred Profit Sharing Plan and Trust registered pursuant to this registration statement in accordance with Rule 457(c) and (h) under the Securities Act of 1933, as amended.


2

FORM S-8 AND POST-EFFECTIVE AMENDMENT NO. 2
TO FORM S-8 REGISTRATION STATEMENT

SANDY SPRING BANCORP CASH AND DEFERRED PROFIT SHARING PLAN AND TRUST

INTRODUCTORY STATEMENT

This registration statement is filed for the purpose of registering 60,000 additional shares of common stock, $1.00 par value per share, ("Common Stock") of Sandy Spring Bancorp, Inc. (the "Company") pursuant to the Sandy Spring Bancorp Cash and Deferred Profit Sharing Plan and Trust (the "Plan") along with an indeterminate amount of interests under the Plan. Registration Statements No. 33-29316 and No. 33-48453 have become effective with respect to the Plan. The contents of such registration statements are incorporated herein by reference pursuant to General Instruction E to Form S-8. This Registration Statement also constitutes Post Effective Amendment No. 2 to such registration statements.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

The following documents filed with Securities and Exchange Commission are hereby incorporated by reference herein:

(1) The Company's Annual Report on Form 10-K for the year ended December 31, 1995;

(2) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996;

(3) The Company's Current Reports on Form 8-K dated April 16, 1996 and September 13, 1996; and

(4) The description of the Company's Common Stock contained in the Company's Notice of Annual Meeting and Proxy Statement dated March 24, 1992 and Current Report on Form 8-K, dated May 13, 1992.

(5) The Plan's Annual Report on Form 11-K for the year ended December 31, 1995; and

(6) All other reports filed by the Company or the Plan pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the annual reports referred to in (1) and (5) above, respectively.

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

Item 4. Description of Securities.

Omitted pursuant to General Instruction E to Form S-8.

Item 5. Interests of Named Experts and Counsel.

3

Omitted pursuant to General Instruction E to Form S-8.

Item 6. Indemnification of Directors and Officers.

Omitted pursuant to General Instruction E to Form S-8.

Item 7. Exemption From Registration Claimed.

Omitted pursuant to General Instruction E to Form S-8.

Item 8. Exhibits.

Please see "Index to Exhibits" at the end of this Registration Statement.

Item 9. Undertakings.

Omitted pursuant to General Instruction E to Form S-8.

4

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and 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 December 12, 1996.

By: /s/ Hunter R. Hollar
   --------------------------------------------
   Hunter R. Hollar, President
   and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ Andrew N. Adams, Jr.*                  Director           December 12, 1996
- ---------------------------------------
Andrew N. Adams, Jr.


/s/ John Chirtea *                         Director           December 12, 1996
- ---------------------------------------
John Chirtea


/s/ Willard H. Derrick *                   Chairman of the    December 12, 1996
- ---------------------------------------    Board of Directors
Willard H. Derrick


/s/ Susan D. Goff *                        Director           December 12, 1996
- ---------------------------------------
Susan D. Goff


/s/ Solomon Graham, Jr. *                  Director           December 12, 1996
- ---------------------------------------
Solomon Graham, Jr.


/s/ Joyce R. Hawkins *                     Director           December 12, 1996
- ---------------------------------------
Joyce R. Hawkins


/s/ Thomas O. Keech *                      Director           December 12, 1996
- ---------------------------------------
Thomas O. Keech


/s/ Charles F. Mess *                      Director           December 12, 1996
- --------------------------------------
Charles F. Mess


/s/ Robert L. Mitchell *                   Director           December 12, 1996
- --------------------------------------
Robert L. Mitchell

5

Director

Robert L. Orndorff, Jr.

/s/ Lewis R. Schumann *                   Director            December 12, 1996
- --------------------------------------
Lewis R. Schumann


/s/ W. Drew Stabler *                     Director            December 12, 1996
- --------------------------------------
W. Drew Stabler


/s/ James H. Langmead                     Vice President,     December 12, 1996
- --------------------------------------    Treasurer and
James H. Langmead                         Principal Financial
                                          and Accounting
                                          Officer




                                 *By:  /s/ Hunter R. Hollar
                                     ----------------------------------------
                                           Hunter R. Hollar, Attorney in Fact

The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustee 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 December 12, 1996.

SANDY SPRING BANCORP CASH AND DEFERRED
PROFIT SHARING PLAN AND TRUST

By:  /s/ Janice L. Biennas
   ---------------------------------------------
Janice L. Biennas
Vice President and Trust Officer
Sandy Spring National Bank of Maryland, Trustee

6

INDEX TO EXHIBITS

                                                         Incorporated by
Exhibit No.                  Description                 Reference to:
- -----------                  -----------                 -----------------------


4.1                          Sandy Spring Bancorp Cash   Exhibit 4.3 of
                             and Deferred Profit         Registration Statement
                             Sharing Plan and Trust,     on Form S-8,
                             as Amended and Restated,    Registration No.
                             Effective January 1, 1987   33-29316

4.2                          First Amendment to Sandy
                             Spring Bancorp Cash and
                             Deferred Profit Sharing
                             Plan and Trust as Amended
                             and Restated, including
                             First Amendment to the
                             Adoption Agreement to the
                             Sandy Spring Bancorp Cash
                             and Deferred Profit
                             Sharing Plan and Trust

4.3                          Second Amendment to the
                             Adoption Agreement to
                             Sandy Spring Bancorp Cash
                             and Deferred Profit
                             Sharing Plan and Trust

4.4                          Article B: Appendix to
                             Basic Plan Document to
                             comply with Omnibus
                             Budget Reconciliation Act
                             of 1993

4.5                          Third Amendment to the
                             Adoption Agreement to
                             Sandy Spring Bancorp Cash
                             and Deferred Profit
                             Sharing Plan and Trust

5                            Opinion of Kennedy &
                             Baris, L.L.P.

23.1                         Consent of Independent
                             Auditors

23.2                         Consent of Kennedy &        Exhibit 5 to this
                             Baris, L.L.P.               Registration Statement

24                           Power of Attorney

99.1                         Letter of Determination
                             from the Internal Revenue
                             Service Dated December 6,
                             1995

7

EXHIBIT 4.2

8

FIRST AMENDMENT TO

SANDY SPRING BANCORP
CASH AND DEFERRED PROFIT SHARING PLAN AND TRUST
AS AMENDED AND RESTATED

This FIRST AMENDMENT, made and executed at Olney, Maryland on the 6th day of October, 1993, but to be effective as of January 1, 1987, by and between SANDY SPRING BANCORP, a corporation organized and existing under the laws of the state of Maryland (hereinafter referred to as "Employer"), and SANDY SPRING NATIONAL BANK OF MARYLAND (hereinafter referred to as "Trustee").

WITNESSETH:

WHEREAS, the Employer established the "Sandy Spring Bancorp Cash and Deferred Profit Sharing Plan and Trust" (hereinafter referred to as the "Plan") which became effective January 1, 1982; and

WHEREAS, said Plan has been amended periodically to conform to legislation and other administrative matters; and

WHEREAS, it is now desired to further amend said Plan;

NOW, THEREFORE, the parties hereto agree as follows:

1. Adoption Agreement Section 6.02, Method of Payment of Accrued Benefit, shall be amended by revoking the election made at Section 6.02(a) and substituting the following new election under Section 6.02(e):

"[x] (e) If the Plan invests in qualifying Employer securities, as described in Section 10.03(F), a Participant eligible to elect distribution under Section 6.03 may elect to receive that distribution in Employer securities only in accordance with the provisions of the addendum to this Adoption Agreement, numbered 6.02(e)."

2. Addendum to Adoption Agreement Section 6.02(e) shall be added as provided in the attachment to this Amendment.

All other provisions of said Plan shall remain in full force and effect.

9

IN WITNESS WHEREOF, the Employer and the Trustee have executed this First Amendment on the day and year first above written.

SANDY SPRING BANCORP

  /s/  Mitzi Roca                            By:  /s/ Marjorie S. Cook
- -----------------------------------------        -----------------------------
Witness

                                                    SANDY SPRING NATIONAL BANK
                                                    OF MARYLAND



  /s/  Mitzi Roca                            By:  /s/ Bruce J. Brevins
- -----------------------------------------        ------------------------------
Witness

10

EXHIBIT 4.3

11

SECOND AMENDMENT TO
THE ADOPTION AGREEMENT TO
SANDY SPRING BANCORP CASH AND DEFERRED
PROFIT SHARING PLAN AND TRUST

This SECOND AMENDMENT, made and executed at Olney, Maryland on the 18th day of October, 1993, but to be effective as of January 1, 1994, by and between SANDY SPRING BANCORP, a corporation organized and existing under the laws of the state of Maryland (hereinafter referred to as "Employer"), and SANDY SPRING NATIONAL BANK OF MARYLAND (hereinafter referred to as "Trustee").

WITNESSETH:

WHEREAS, the Employer established a Profit Sharing Plan and Trust effective January 1, 1982, known as the Sandy Spring National Bank and Savings Institution Cash and Deferred Profit Sharing Plan and Trust (hereinafter referred to as the "Plan") in recognition of the contribution made to its successful operation by its employees and for the exclusive benefit of its eligible employees; and

WHEREAS, under the terms of the Plan, the Employer has the ability to amend the Plan, provided the Trustee joins in such amendment if the provisions of the Plan affecting the Trustee are amended; and

WHEREAS, it is now desired to amend said Plan in certain respects.

NOW, THEREFORE, the Employer and the Trustee do hereby amend the Plan as follows:

1. Adoption Amendment Section 1.29, Service for Predecessor Employer, shall be amended to read as follows:

"1.29 SERVICE FOR PREDECESSOR EMPLOYER. In addition to the predecessor service the Plan must credit by reason of Section 1.29 of the Plan, the Plan credits Service with the following predecessor employer(s):

First Montgomery Bank. Service with the designated predecessor employer(s) applies: (Choose at least one of (a) or (b); (c) is available only in addition to (a) or (b)).

[ ]               (a)   For purposes of participation under Article II.

[x]               (b)  For purposes of vesting under Article V.

[ ]               (c)  Except the following Service:_________________________."

12

2. Adoption Agreement Section 2.01(f), Plan Entry Date, shall be amended to read as follows:

"[x] (f) (Specify entry dates) The first day of the month next following the date the Employee meets the eligibility requirements. Employees
employed by First Montgomery Bank as of the date of acquisition by
Sandy Spring Bancorp shall enter the Plan on January 1, 1994."

All other provisions of said Plan shall remain in full force and effect.

IN WITNESS WHEREOF, the Employer and the Trustee have executed this Second Amendment on the day and year first above written.

SANDY SPRING BANCORP

                              By:  /s/ Thomas O. Keech, Vice Pres. & Treas.
_________________________        ---------------------------------------------
Witness

SANDY SPRING NATIONAL BANK
OF MARYLAND

                              By:  /s/ James R. Farmer
__________________________       ---------------------------------------------
Witness

13

EXHIBIT 4.4

14

ARTICLE B
APPENDIX TO BASIC PLAN DOCUMENT

This Article is necessary to comply with the Omnibus Budget Reconciliation Act of 1993 (OBRA '93) and is an integral part of the basic plan document. Section 12.08 applies to any modifications or amendment of this Article.

In addition to other applicable limitations set forth in the plan, and notwithstanding any other provision of the plan to the contrary, for plan years beginning on or after January 1, 1994, the annual compensation of each employee taken into account under the plan shall not exceed the OBRA '93 annual compensation limit. The OBRA '93 annual compensation limit is $150,000, as adjusted by the Commissioner for increases in the cost of living in accordance with Section 401(a)(17)(B) of the Internal Revenue Code. The cost-of-living adjustment if effect for a calendar year applies to any period, not exceeding 12 months, over which compensation is determined (determination period) beginning in such calendar year. If a determination period consists of fewer than 12 months, the OBRA '93 annual compensation limit will be multiplied by a fraction, the numerator of which is the number of months in the determination period, and the denominator of which is 12.

For plan years beginning on or after January 1, 1994, any reference in this plan to the limitation under Section 401(a)(17) of the Code shall mean the OBRA '93 annual compensation limit set forth in this provision.

If compensation for any prior determination period is taken into account in determining an employee's benefits accruing in the current plan year, the compensation for that prior determination period is subject to the OBRA '93 annual compensation limit in effect for that prior determination period. For this purpose, for determination periods beginning before the first day of the first plan year beginning on or after January 1, 1994, the OBRA '93 annual compensation limit is $150,000.

15

EXHIBIT 4.5

16

THIRD AMENDMENT TO
THE ADOPTION AGREEMENT TO
SANDY SPRING BANCORP CASH AND DEFERRED
PROFIT SHARING PLAN AND TRUST

This THIRD AMENDMENT, made and executed at Olney, Maryland on the 14th day of November, 1995, by and between SANDY SPRING BANCORP, a corporation organized and existing under the laws of the state of Maryland (hereinafter referred to as "Employer"), and SANDY SPRING NATIONAL BANK OF MARYLAND (hereinafter referred to as "Trustee").

WITNESSETH:

WHEREAS, the Employer established a Profit Sharing Plan and Trust effective January 1, 1982, known as the Sandy Spring National Bank and Savings Institution Cash and Deferred Profit Sharing Plan and Trust (hereinafter referred to as the "Plan") in recognition of the contribution made to its successful operation by its employees and for the exclusive benefit of its eligible employees; and

WHEREAS, under the terms of the Plan, the Employer has the ability to amend the Plan, provided the Trustee joins in such amendment if the provisions of the Plan affecting the Trustee are amended; and

WHEREAS, it is now desired to amend said Plan in certain respects.

NOW, THEREFORE, the Employer and the Trustee do hereby amend the Plan as follows:

1. Effective July 1, 1995, Adoption Agreement Section 2.01(b), Eligibility - Service requirement, shall be amended to read as follows:

"[x] (b)  Service requirement.  (Choose one of (1) through (3))

     [ ]  (1) One Year of Service.

     [x]  (2) 3 months (90 days) following the Employee's Employment
          Commencement Date.

     [ ]  (3) One Hour of Service."

2. Effective July 1, 1995, Adoption Agreement Section 2.01(f), Plan Entry Date, shall be amended to read as follows:

"[x] (f) (Specify entry dates) The pay period next following the date the Employee meets the eligibility requirements."

17

3. Effective July 1, 1995, Adoption Agreement Section 3.01(k)(1), Salary Reduction Agreements-Limitation on amount, shall be amended as follows:

"[ ] (i) No maximum limitation other than as provided in the Plan.

[x] (ii) May not exceed 15% of Compensation for the Plan Year, subject to

the annual additions limitation described in Part 2 of Article III and the 402(g) limitation described in Section 14.07 of the Plan.

[ ] (iii) Based on percentages of Compensation must equal at least ______________."

4. Effective January 1, 1993, Adoption Agreement Section 6.03(g), Participant Elections Prior to Separation from Service - Regular Matching Contributions Account and Employer Contributions Account - Hardship, shall be amended as follows:

"[ ]  (1)   Under Section 6.01(A)(4) of the Plan.

[ ]   (2)   Under Section 14.11 of the Plan.

[x]   (3)   Provided in the addendum to this Adoption Agreement, numbered
            Section 6.03.

[ ]   (4)   In no event may a Participant receive a hardship distribution

before he is at least ___% vested in these Accounts. [Note: If the percentage in the blank is less than 100%, see the special vesting formula in Section 5.03.]"

All other provisions of said Plan shall remain in full force and effect.

IN WITNESS WHEREOF, the Employer and the Trustee have executed this Third Amendment on the day and year first above written.

SANDY SPRING BANCORP

 /s/ Mitzi Roca                              By:  /s/ Thomas O. Keech
- -----------------------------------------        ----------------------------
Witness

                                                    SANDY SPRING NATIONAL BANK
                                                    OF MARYLAND

 /s/ Mitzi Roca                              By:  /s/ James R. Farmer
- -----------------------------------------        -----------------------------
Witness

18

Addendum to Adoption Agreement Section 6.03(g)(3)

A Participant may elect a hardship distribution prior to his Separation from Service in accordance with the hardship distribution policy under Section 6.01(A)(4) of the Plan. A hardship distribution shall be limited to 75% of a Participant's vested account balance.

19

EXHIBIT 5

20

                             KENNEDY & BARIS, L.L.P.
                                 ATTORNEYS AT LAW
    TEXAS OFFICE:                 SEVENTH FLOOR             MARYLAND OFFICE:
      SUITE 1775            1225 NINETEENTH STREET, NW         SUITE 300
112 EAST PECAN STREET         WASHINGTON, DC  20036        4719 HAMPDEN LANE
SAN ANTONIO, TX  78205            (202) 835-0313          BETHESDA, MD  20814
    (210) 228-9500             FAX:  (202) 835-0319          (301) 654-6040
 FAX: (210) 228-0781                                      FAX:  (301) 654-1733

December 12, 1996

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

Gentlemen:

As special legal counsel to Sandy Spring Bancorp, Inc. (the "Company"), we have participated in the preparation of the Company's Registration Statement on Form S-8 and Post Effective Amendment No. 2 to Form S-8 to be filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, relating to the issuance of shares (the "Shares") of the Company's Common Stock pursuant to the Sandy Spring Bancorp Cash and Deferred Profit Sharing Plan and Trust (the "Plan").

As special legal counsel to the Company, we have examined such corporate records, certificates and other documents of the Company, and made such examinations of law and other inquiries of such officers of the Company, as we have deemed necessary or appropriate for purposes of this opinion. Based upon such examinations we are of the opinion that the Shares, when issued in accordance with the provisions of the Plan, will be duly authorized, validly issued, fully paid and non-assessable shares of the Common Stock of the Company.

We hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement on Form S-8 filed by the Company and to the reference to our firm contained therein.

Very truly yours,

/s/ Kennedy & Baris, L.L.P.

21

EXHIBIT 23.1

22

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Sandy Spring Bancorp, Inc. (the "Company") and in Registration Statements No. 33-29316 and 33-48453 on Form S-8, of our report dated February 8, 1996, which appears on page 43 of the Annual Report to Shareholders of the Company for the year ended December 31, 1995, and of our report dated May 10, 1996, which appears on page 1 of the Report on Audits of Financial Statements for the Years ended December 31, 1995 and 1994 of the Sandy Spring Bancorp Cash and Deferred Profit Sharing Plan and Trust (the "Plan") (incorporated as Exhibit (a) 1 in the Plan's Annual Report on Form 11-K for the Year ended December 31, 1995).

                                      /s/ Stegman & Company


Towson, Maryland
December 12, 1996

23

EXHIBIT 24

24

EXHIBIT 24

POWER OF ATTORNEY

We, the undersigned directors and officers of the registrant, hereby severally constitute and appoint Marjorie S. Cook and Hunter R. Hollar, and each of them, our true and lawful attorneys and agents, to do any and all things in our names in the capacities indicated below which said person and/or persons 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 offering of the registrant's Common Stock, including specifically, but not limited to, power and authority to sign for us in our names in the capacities indicated below 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.

/s/ Andrew N. Adams, Jr.       Director                August 28, 1996
-------------------------
Andrew N. Adams, Jr.

/s/ John Chirtea               Director                August 28, 1996
-------------------------
John Chirtea


/s/ Willard H. Derrick         Chairman of the         August 28, 1996
-------------------------      Board of Directors
Willard H. Derrick


/s/ Susan D. Goff              Director                August 28, 1996
-------------------------
Susan D. Goff


/s/ Solomon Graham, Jr.        Director                August 28, 1996
-------------------------
Solomon Graham, Jr.

/s/ Joyce R. Hawkins           Director                August 28, 1996
-------------------------
Joyce R. Hawkins


/s/ Hunter R. Hollar           President, Chief        August 28, 1996
-------------------------      Executive Officer
Hunter R. Hollar               and Director


/s/ Thomas O. Keech            Director                August 28, 1996
-------------------------
Thomas O. Keech

/s/ Charles F. Mess            Director                August 28, 1996
-------------------------
Charles F. Mess


/s/ Robert L. Mitchell         Director                August 28, 1996
-------------------------
Robert L. Mitchell

Director
Robert L. Orndorff, Jr.

25

/s/ Lewis R. Schumann          Director                August 28, 1996
-------------------------
Lewis R. Schumann


/s/ W. Drew Stabler            Director                August 28, 1996
---------------------
W. Drew Stabler

/s/ James H. Langmead          Vice President,         August 28, 1996
-----------------------        Treasurer and
James H. Langmead              Principal Financial
                               and Accounting Officer

26

EXHIBIT 99.1

27

INTERNAL REVENUE SERVICE                            DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
31 HOPKINS PLAZA
BALTIMORE, MD  21201-0000
                                          Employer Identification Number:
Date:  DEC 06 1995                             52-1532952
                                          File Folder Number:
SANDY SPRING BANCORP                      521047658
17801 GEORGIA AVENUE                Person to Contact:
OLNEY, MD  20832                          EP/ED CUSTOMER SERVICE UNIT
                                          Contact Telephone Number:
                                               (410) 962-6058
                                          Plan Name:
                                               SANDY SPRING BANCORP CASH AND
                                               DEFERRED PROFIT SHARING PLAN
                                               TRUST
                                          Plan Number:  002

Dear Applicant:

We have made a favorable determination on your plan, identified above, based on the information supplied. Please keep this letter in your permanent records.

Continued qualification of the plan under its present form will depend on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax Regulations.) We will review the status of the plan in operation periodically.

The enclosed document explains the significance of this favorable determination letter, points out some features that may affect the qualified status of your employee retirement plan, and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication.

This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes.

This determination letter is applicable for the amendment(s) adopted on September 1, 1992.

This plan has been mandatorily disaggregated, permissively aggregated, or restructured to satisfy the nondiscrimination requirements.

This plan satisfies the nondiscrimination in amount requirement of section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based safe harbor described in the regulations.

-2-

This letter is issued under Rev. Proc. 93-39 and considers the amendments required by the Tax Reform Act of 1986 except as otherwise specified in this letter.

This plan satisfies the nondiscriminatory current availability requirements of section 1.401(a)(4)-4(b) of the regulations with respect to those benefits, rights, and features that are currently available to all employees in the plan's coverage group. For this purpose, the plan's coverage group consists of those employees treated as currently benefiting for purposes of demonstrating that the plan satisfies the minimum coverage requirements of section 410(b) of the Code.

This plan qualifies for Extended Reliance described in the last paragraph of Publication 794 under the caption "Limitation of a Favorable Determination Letter".

This letter may not be relied upon with respect to whether the plan satisfies the qualification requirements as amended by the Uruguay Round Agreements Act, Pub. L., 103-465.

28

The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter.

WE have sent a copy of this letter to your representative as indicated in the power of attorney.

If you have questions concerning this matter, please contact the person whose name and telephone number are shown above.

Sincerely yours,

/s/ Paul M. Harrington

District Director

Enclosure(s)
Publication 794
Addendum

Letter 835 (DO/CG)

29

-3-

SANDY SPRING BANCORP

This includes the Plan Amendments adopted on October 6, 1993 and October 18, 1993.

Letter 835 (DO/CG)

30