Prepared and filed by St Ives Financial

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): October 17, 2006

SANDY SPRING BANCORP, INC.
(Exact name of registrant as specified in its charter)


Maryland   000-19065   52-1532952
(State or other jurisdiction   (Commission file   (IRS Employer
of incorporation)   number)   Identification No)

17801 Georgia Avenue, Olney, Maryland 20832
(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 7.01   Regulation FD Disclosure.

A transcript of the Sandy Spring Bancorp, Inc. earnings call, held on October 17, 2006, and “Additional Information about the Proposed Merger with Potomac” are included in the attached Exhibit 99.

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.


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: /s/ Frank H. Small     
    Frank H. Small
    Executive Vice President and
    Chief Operating Officer
Dated: October 18, 2006