Sec Form 4 Filing - MESS CHARLES F @ SANDY SPRING BANCORP INC - 2008-06-06

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MESS CHARLES F 2. Issuer Name and Ticker or Trading Symbol SANDY SPRING BANCORP INC [ SASR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) SANDY SPRING BANCORP, INC., 17801 GEORGIA AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 06/06/2008 (Street) OLNEY, MD20832 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 06/06/2008 P 500 A $ 23.91 14,511.318 D Common Stock 975 I Self Dir Pension Pl Common Stock 215 I ( 1 ) By stock award Common Stock 280 I ( 2 ) Restricted Stock Award

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Natu re of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options (Right to Buy) $ 37.4 12/13/2007( 4 ) 12/13/2013 Common Stock 1,251 1,251 D Stock Options (Right to Buy) $ 32.25 12/21/2001( 5 ) 12/21/2011 Common Stock 704 704 D Stock Options (Right to Buy) $ 38.13 12/14/2005( 5 ) 12/14/2012 Common Stock 1,617 1,617 D Stock Options (Right to Buy) $ 31.25 12/11/2002( 5 ) 12/11/2012 Common Stock 756 756 D Stock Options (Right to Buy) $ 38.91 12/17/2003( 5 ) 12/17/2013 Common Stock 1,103 1,103 D Stock Options (Right to Buy) $ 14.54 12/13/2000( 5 ) 12/13/2010 Common Stock 1,082 1,082 D Stock Options (Right to Buy) $ 27.96 03/26/2009( 3 ) 03/26/2015 Common Stock 1,260 1,260 D Stock Options (Right to Buy) $ 38 12/15/2004( 5 ) 12/15/2014 Common Stock 1,299 1,299 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MESS CHARLES F SANDY SPRING BANCORP, INC. 17801 GEORGIA AVENUE OLNEY, MD20832 X Signatures /s/ Charles F. Mess, M.D. 09/18/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted stock awarded under the 2005 Omnibus Stock Plan vests in five equal, annual installments beginning on December 13, 2007. ( 2 )Restricted stock awarded under 2005 Omnibus Stock Plan vests in five equal, annual installments beginning on March 26, 2009. ( 3 )Stock options granted under the 2005 Omnibus Stock Plan vest in equal annual increments on the first, second, and third anniversary of the grant. ( 4 )Stock Options granted pursuant to the Sandy Spring Bancorp, Inc. 2005 Omnibus Stock Plan vest in three annual installments commencing on December 13, 2007. ( 5 )Stock Options are fully vested and exercisable.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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