October 25, 2005

Mail Stop 4561

By U.S. Mail and facsimile to (301)774-8434

Mr. Hunter R. Hollar
President and Chief Executive Officer
Sandy Spring Bancorp, Inc.
17801 Georgia Avenue
Olney, Maryland 20832

Re:	Sandy Spring Bancorp, Inc.
	Form 10-K for the Fiscal Year Ended December 31, 2004
      Filed March 11, 2005
	File No. 000-19065

Dear Mr. Hollar:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


Financial Statements as of and for the years ended December 31,
2004
and 2003

Note 3 - Investments Available for Sale, page 38

1. Please explain in your response letter your use of an average
life
for mortgage-backed securities in the tabular presentation of
available-for-sale securities by contractual maturity, including
the
average life or lives used in your disclosure, considering the
guidance in paragraph 20 of FAS 115.  Please revise future filings
as
necessary to clarify your disclosure.


Note 7 - Goodwill and Other Intangible Assets, page 43

2. Please provide in your response letter your goodwill impairment
analyses, including the facts and circumstances leading to the
determination of the impairment charge recorded in the fourth
quarter
of 2004.  Please include all qualitative and quantitative details
you
considered in the two-step impairment test outlined in paragraphs
18-
25.  Please clearly indicate what particular facts and
circumstances
existed in the fourth quarter that did not exist in prior periods.
For example, we note that total leases outstanding significantly
decreased each year since your acquisition of this entity in 2000,
and as early as 2003 total leases outstanding represented
approximately half of the December 31, 2000 balance.  We remind
you
that paragraph 17 of SFAS 142 requires impairment testing more
frequently than annually if events or circumstances indicate a
possible impairment.  Please also revise future filings to
disclose
the facts and circumstances surrounding the impairment charge and
any
other information considered necessary, as prescribed by paragraph
47
of FAS 142.

3. Please describe in your response letter your accounting policy
for
Unidentifiable Intangible Assets Resulting from Branch
Acquisitions,
and include your accounting policy in Note 1 - Significant
Accounting
Policies in future filings.  Refer to FAS 147 and paragraphs 5 and
6
of FAS 72, as amended.


Note 9 - Short-term Borrowings

4. Please include the disclosures prescribed by Item VII of Guide
3
for each of the last three fiscal years in future filings. Refer
to
Guide 3 general instruction (a).


* * * * *

 As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Amanda Roberts, Staff Accountant, at
(202)551-
3417 or me at (202)551-3492 if you have questions.


      Sincerely,



      John P. Nolan
      Accounting Branch Chief


Mr. Hunter R. Hollar
Sandy Spring Bancorp, Inc.
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