Item 4.01 Changes in Registrant's Certifying Accountant

On December 21, 2012, Sandy Spring Bancorp, Inc. (the "Company") engaged Ernst & Young LLP as independent auditors for the Company commencing upon the completion of the independent audit of the Company's financial statements for the year ended December 31, 2012 by Grant Thornton LLP. The change in independent auditors was approved by the Company's Audit Committee.

During the Company's fiscal years ended December 31, 2011 and 2010 and the subsequent interim period preceding the engagement of Ernst & Young LLP the Company did not consult Ernst & Young LLP regarding: (1) the application of accounting principles to a specified transaction, either completed or proposed;
(2) the type of audit opinion that might be rendered on the Company's financial statements, and Ernst & Young LLP did not provide any written report or oral advice that Ernst & Young LLP concluded was an important factor considered by the Company in reaching a decision as to any such accounting, auditing or financial reporting issue; or (3) any matter that was either the subject of a disagreement on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure or the subject of a reportable event.