<PAGE> 1

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                   FORM 10-Q/A

                             ----------------------

|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005

                                       OR

|_|  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

            FOR THE TRANSITION PERIOD FROM          TO          .
                                           --------    ---------

                         COMMISSION FILE NUMBER 0-16421

                             ----------------------

                        PROVIDENT BANKSHARES CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                             ----------------------

          MARYLAND                                       52-1518642
(STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NUMBER)


              114 EAST LEXINGTON STREET, BALTIMORE, MARYLAND 21202
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (410) 277-7000
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                             ----------------------

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|


Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes |X| No |_|

At May 6, 2005, the Registrant had 32,962,067 shares of $1.00 par value common
stock outstanding.


================================================================================



<PAGE> 2
<TABLE>
<CAPTION>

                                                          Explanatory Note

This amendment is being filed to correct a typographical error in the Corporation's Form 10-Q for the period ended March 31, 2005
(filed with the Securities and Exchange Commission on May 10, 2005) regarding the amount of "Income Taxes Paid" by the Corporation
during the period ended March 31, 2005 as reflected in the Consolidated Statements of Cash Flows.  Income Taxes Paid during this
period was approximately $28,000.

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                   PROVIDENT BANKSHARES CORPORATION AND SUBSIDIARIES
                                         CONSOLIDATED STATEMENTS OF CONDITION


                                                                                March 31,      December 31,       March 31,
                                                                                  2005             2004             2004
(dollars in thousands, except share amounts)                                  --------------  ---------------   --------------
                                                                               (Unaudited)                       (Unaudited)
<S>                                                                            <C>             <C>               <C>
ASSETS:
  Cash and due from banks                                                      $    155,562    $     124,664     $    116,006
  Short-term investments                                                              5,347            9,658            1,903
  Mortgage loans held for sale                                                        4,441            6,520            5,456
  Securities available for sale                                                   2,031,290        2,186,395        2,127,047
  Securities held to maturity                                                       114,091          114,671                -
  Loans                                                                           3,546,286        3,559,880        2,829,936
  Less allowance for loan losses                                                     45,639           46,169           36,126
                                                                              --------------  ---------------   --------------
    Net loans                                                                     3,500,647        3,513,711        2,793,810
                                                                              --------------  ---------------   --------------
  Premises and equipment, net                                                        63,379           63,413           49,481
  Accrued interest receivable                                                        29,627           28,669           25,202
  Goodwill                                                                          255,973          256,241            7,692
  Intangible assets                                                                  12,167           12,649            1,138
  Other assets                                                                      256,305          255,569          141,008
                                                                              --------------  ---------------   --------------
Total assets                                                                   $  6,428,829    $   6,572,160     $  5,268,743
                                                                              ==============  ===============   ==============

LIABILITIES:
  Deposits:
    Noninterest-bearing                                                        $    884,840    $     811,917     $    646,765
    Interest-bearing                                                              3,047,348        2,970,083        2,555,553
                                                                              --------------  ---------------   --------------
      Total deposits                                                              3,932,188        3,782,000        3,202,318
                                                                              --------------  ---------------   --------------
  Short-term borrowings                                                             719,228          917,893          555,637
  Long-term debt                                                                  1,124,530        1,205,548        1,136,121
  Accrued expenses and other liabilities                                             39,504           49,280           30,197
                                                                              --------------  ---------------   --------------
      Total liabilities                                                           5,815,450        5,954,721        4,924,273
                                                                              --------------  ---------------   --------------

STOCKHOLDERS' EQUITY:
  Common stock (par value $1.00) authorized 100,000,000 shares;
   issued 40,966,829, 40,870,602, and 32,410,354 shares at March 31,
   2005, December 31, 2004 and March 31, 2004, respectively                          40,967           40,871           32,410
  Additional paid-in capital                                                        554,244          552,671          303,049
  Retained earnings                                                                 191,929          182,414          160,385
  Net accumulated other comprehensive income (loss)                                 (11,461)            (964)           1,959
  Treasury stock at cost - 7,904,541, 7,768,217 and 7,651,317
   shares at March 31, 2005, December 31, 2004 and
   March 31, 2004, respectively                                                    (162,300)        (157,553)        (153,333)
                                                                              --------------  ---------------   --------------
  Total stockholders' equity                                                        613,379          617,439          344,470
                                                                              --------------  ---------------   --------------
Total liabilities and stockholders' equity                                     $  6,428,829    $   6,572,160     $  5,268,743
                                                                              ==============  ===============   ==============

                           The accompanying notes are an integral part of these statements.
</TABLE>


                                                          2

<PAGE> 3
<TABLE>
<CAPTION>
                        PROVIDENT BANKSHARES CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED

                                                                             Three Months Ended
                                                                                  March 31
                                                                      -------------------------------
                                                                           2005             2004
(dollars in thousands, except per share data)                         --------------   --------------
<S>                                                                    <C>              <C>
INTEREST INCOME:
  Loans, including fees                                                $     50,565     $     36,985
  Investment securities                                                      24,321           22,534
  Tax-advantaged loans and securities                                           319              342
  Short-term investments                                                         43                2
                                                                      --------------   --------------
    Total interest income                                                    75,248           59,863
                                                                      --------------   --------------
INTEREST EXPENSE:
  Deposits                                                                   10,188            8,614
  Short-term borrowings                                                       4,473            1,578
  Long-term debt                                                             10,266           10,948
                                                                      --------------   --------------
    Total interest expense                                                   24,927           21,140
                                                                      --------------   --------------
Net interest income                                                          50,321           38,723
  Less provision for loan losses                                              1,575            2,391
                                                                      --------------   --------------
Net interest income, after provision for loan losses                         48,746           36,332
                                                                      --------------   --------------
NON-INTEREST INCOME:
  Service charges on deposit accounts                                        19,349           18,531
  Commissions and fees                                                        1,210            1,224
  Net gains (losses)                                                           (776)             816
  Other non-interest income                                                   5,502            3,012
                                                                      --------------   --------------
    Total non-interest income                                                25,285           23,583
                                                                      --------------   --------------
NON-INTEREST EXPENSE:
  Salaries and employee benefits                                             22,698           20,421
  Occupancy expense, net                                                      5,274            4,050
  Furniture and equipment expense                                             3,464            3,144
  External processing fees                                                    5,197            5,302
  Merger expenses                                                                 -              184
  Other non-interest expense                                                 10,841            7,509
                                                                      --------------   --------------
    Total non-interest expense                                               47,474           40,610
                                                                      --------------   --------------
Income before income taxes                                                   26,557           19,305
Income tax expense                                                            8,449            6,430
                                                                      --------------   --------------
Net income                                                             $     18,108     $     12,875
                                                                      ==============   ==============

NET INCOME PER SHARE AMOUNTS:
  Basic                                                                $       0.55     $       0.52
  Diluted                                                                      0.54             0.51
</TABLE>

                The accompanying notes are an integral part of these statements.


                                              3

<PAGE> 4
<TABLE>
<CAPTION>


                                PROVIDENT BANKSHARES CORPORATION AND SUBSIDIARIES
                                CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

                                                                                                      Three Months Ended
                                                                                                            March 31,
                                                                                               ----------------------------------
(in thousands)                                                                                     2005                2004
                                                                                               --------------     ---------------
<S>                                                                                             <C>                <C>
OPERATING ACTIVITIES:
  Net income                                                                                    $     18,108       $      12,875
  Adjustments to reconcile net income to
   net cash provided by operating activities:
    Depreciation and amortization                                                                      6,543               7,246
    Provision for loan losses                                                                          1,575               2,391
    Provision for deferred income tax (benefit)                                                          171                (917)
    Net (gains) losses                                                                                   776                (816)
    Originated loans held for sale                                                                   (15,880)            (12,497)
    Proceeds from sales of loans held for sale                                                        18,097              12,111
    Net decrease in accrued interest receivable and other assets                                       4,611               2,339
    Net increase (decrease) in accrued expenses and other liabilities                                 (1,534)              7,825
                                                                                               --------------     ---------------
  Total adjustments                                                                                   14,359              17,682
                                                                                               --------------     ---------------
Net cash provided by operating activities                                                             32,467              30,557
                                                                                               --------------     ---------------

INVESTING ACTIVITIES:
  Principal collections and maturities of securities available for sale                               83,480              92,899
  Proceeds from sales of securities available for sale                                               129,900             113,042
  Purchases of securities available for sale                                                         (87,235)           (227,720)
  Loan principal collections less originations and purchases                                          11,206             (48,307)
  Purchases of premises and equipment                                                                 (3,007)             (2,532)
                                                                                               --------------     ---------------
Net cash provided (used) by investing activities                                                     134,344             (72,618)
                                                                                               --------------     ---------------

FINANCING ACTIVITIES:
  Net increase in deposits                                                                           150,315             122,769
  Net decrease in short-term borrowings                                                             (198,665)            (72,224)
  Proceeds from long-term debt                                                                        30,000                   -
  Payments and maturities of long-term debt                                                         (110,203)            (17,042)
  Proceeds from issuance of stock                                                                      1,669               4,317
  Purchase of treasury stock                                                                          (4,747)                  -
  Cash dividends paid on common stock                                                                 (8,593)             (6,035)
                                                                                               --------------     ---------------
Net cash provided (used) by financing activities                                                    (140,224)             31,785
                                                                                               --------------     ---------------
Increase (decrease) in cash and cash equivalents                                                      26,587             (10,276)
Cash and cash equivalents at beginning of period                                                     134,322             128,185
                                                                                               --------------     ---------------
Cash and cash equivalents at end of period                                                      $    160,909       $     117,909
                                                                                               ==============     ===============

SUPPLEMENTAL DISCLOSURES:
  Interest paid, net of amount credited to deposit accounts                                     $     18,338       $      15,518
  Income taxes paid                                                                                       28                  96

                           The accompanying notes are an integral part of these statements.
</TABLE>

                                                          4
<PAGE> 5


                PROVIDENT BANKSHARES CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
                                 MARCH 31, 2005

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Provident Bankshares Corporation ("the Corporation"), a Maryland corporation, is
the bank holding company for Provident Bank ("the Bank"); a Maryland chartered
stock commercial bank. The Bank serves individuals and businesses through a
network of banking offices and ATMs in Maryland, Virginia, and southern York
County, Pennsylvania. Related financial services are offered through its wholly
owned subsidiaries. Securities brokerage, investment management and related
insurance services are available through Provident Investment Company and leases
through Court Square Leasing and Provident Lease Corporation.

The accounting and reporting policies of the Corporation conform with U.S.
generally accepted accounting principles ("GAAP") and prevailing practices
within the banking industry for interim financial information and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
notes required for complete financial statements and prevailing practices within
the banking industry. The following summary of significant accounting policies
of the Corporation is presented to assist the reader in understanding the
financial and other data presented in this report. Operating results for the
three month period ended March 31, 2005 are not necessarily indicative of the
results that may be expected for any future quarters or for the year ending
December 31, 2005. For further information, refer to the consolidated financial
statements and notes thereto included in the Corporation's Annual Report on Form
10-K for the year ended December 31, 2004 as filed with the Securities and
Exchange Commission ("SEC").

PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

The unaudited Consolidated Financial Statements include the accounts of the
Corporation and its wholly owned subsidiary, Provident Bank and its
subsidiaries. All significant inter-company accounts and transactions have been
eliminated in consolidation. Results of operations from purchased companies are
included from the date of merger. Assets and liabilities of purchased companies
are stated at estimated fair values at the date of merger.

Certain prior years' amounts in the unaudited Consolidated Financial Statements
have been reclassified to conform to the presentation used for the current
period. These reclassifications have no effect on stockholders' equity or net
income as previously reported.

USE OF ESTIMATES

The consolidated financial statements of the Corporation are prepared in
accordance with GAAP. The preparation of these financial statements requires
management to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities for the reporting periods. Management bases its estimates
on historical experience and various other factors and assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Management evaluates estimates
on an on-going basis, including those related to the allowance for loan losses,
non-accrual loans, other real estate owned, goodwill and intangible assets,
other than temporary impairment of investment securities, pension and
post-retirement benefits, asset prepayment rates, stock-based compensation,
derivative positions, recourse liabilities, litigation and income taxes.
Management believes the following critical accounting policies affect its more
significant judgments and estimates used in preparation of its consolidated
financial statements: allowance for loan losses, other than temporary impairment
of investment securities, goodwill and intangible assets, asset prepayment rates
and income taxes. Each estimate and its financial impact, to the extent
significant to financial results, is discussed in the unaudited Consolidated
Financial Statements. It is at least reasonably possible that each of the
Corporation's estimates could change in the near term or that actual results may
differ from these estimates under different assumptions or conditions, resulting
in a change that could be material to the unaudited Consolidated Financial
Statements.




                                       5
<PAGE> 6


STOCK-BASED COMPENSATION

The Corporation may grant employees and/or directors stock-based compensation in
the form of stock options or restricted stock priced at the fair market value on
the grant date.

The Corporation recognized pre-tax compensation expense of $46 thousand relating
to restricted stock grants for the three months ended March 31, 2005. The
Corporation uses the intrinsic value method of accounting for stock options
granted to employees and accordingly does not recognize compensation expense for
its stock options in the Consolidated Statements of Income.

The following table illustrates the pro forma effect on net income and earnings
per share if the Corporation had applied the fair value provisions of SFAS No.
123 "Accounting for Stock-Based Compensation" ("SFAS No. 123") to stock-based
compensation for the periods indicated.

<TABLE>
<CAPTION>
                                                                                            Three Months Ended
                                                                                                 March 31,
                                                                                     ----------------------------------
(in thousands, except per share data)                                                     2005               2004
                                                                                     ---------------    ---------------
<S>                                                                                   <C>                <C>
NET INCOME:
Net income as reported                                                                $      18,108      $      12,875
Addition for total stock-based compensation expense determined
    under fair value based method for restricted stock awards, net of tax                        30                  -
Deduction for total stock-based compensation expense determined
    under fair value based method for all awards, net of tax                                   (508)              (250)
                                                                                     ---------------    ---------------
Pro forma net income                                                                  $      17,630      $      12,625
                                                                                     ===============    ===============

BASIC EARNINGS PER SHARE:
As reported                                                                           $        0.55      $        0.52
Pro forma                                                                                      0.53               0.51

DILUTED EARNINGS PER SHARE:
As reported                                                                           $        0.54      $        0.51
Pro forma                                                                                      0.52               0.50
</TABLE>

Stock options granted in February, 2005 have an eight year life and vest over a
four period. Options granted in 2004 have a ten year life and vest over a three
year period. These pro forma amounts may not be representative of future expense
since the estimated fair value of stock options is amortized to expense over the
various vesting periods and additional options may be granted in future periods.

The weighted average fair value of all of the options granted during the periods
indicated have been estimated using the Black-Scholes option-pricing model with
the following assumptions:
<TABLE>
<CAPTION>
                                                                                         Three Months Ended
                                                                                              March 31,
                                                                                   ---------------------------------
                                                                                       2005               2004
                                                                                   --------------    ---------------
<S>                                                                                    <C>               <C>
Dividend yield                                                                          3.49%             3.33%
Weighted average risk-free interest rate                                                4.29%             3.20%
Weighted average expected volatility                                                   23.59%            25.86%
Weighted average expected life in years                                                 5.50              7.00
</TABLE>


                                                            6

<PAGE> 7


Effective April 1, 2005, the Board of Directors approved the acceleration, by
one year, of the vesting of all the currently outstanding options granted prior
to 2005 to purchase the Corporation's common stock, including those options held
by certain members of senior management. Under recently issued accounting
pronouncement as discussed below, the Corporation will be required to recognize
compensation expense related to stock options as they vest, which will reduce
net income. The acceleration of the vesting of options to purchase 766,575
shares of the Corporation's common stock will result in an aggregate
compensation expense of $135,000 over the modified vesting periods (i.e. 2006).
The amount that would have been expensed for the unvested options granted prior
to 2005 had the Corporation not accelerated the vesting in this manner would
have been approximately $600,000 over the original vesting periods (i.e. 2006
and 2007). The other terms of each of the option grants will remain unchanged.

CHANGES IN ACCOUNTING PRINCIPLES

In December 2003, the Accounting Standards Executive Committee ("AcSEC") issued
Statement of Position 03-3, "Accounting for Certain Loans or Debt Securities
Acquired in a Transfer" ("SOP 03-3"). SOP 03-3 is effective for loans acquired
in fiscal years beginning after December 15, 2004. The SOP addresses accounting
for differences between contractual cash flows and cash flows expected to be
collected from an investor's initial investment in loans or debt securities
acquired in a transfer if those differences are attributable, at least in part,
to credit quality. The SOP does not apply to loans originated by the Bank. The
Corporation did not acquire any assets in the first quarter of 2005 that where
within the scope of SOP 03-3.

In December 2004, the FASB issued SFAS No. 123R (a revision of SFAS No. 123)
"Accounting for Stock-Based Compensation" ("SFAS No. 123R") effective for
interim and annual periods beginning after June 15, In April 2005, the SEC
deferred the effective date of the provisions of SFAS No. 123R until the
beginning of the first annual period beginning after June 15, 2005. SFAS No.
123R requires companies to recognize the grant-date fair value of stock options
and other equity-based compensation issued to employees as a cost of employee
services in the Consolidated Statements of Income. The cost will be recognized
over the period during which an employee is required to provide service in
exchange for the award (usually the vesting period). As of the required
effective date, the Corporation intends to use the modified prospective method
as defined in SFAS No. 123R. Under this method, awards that are granted,
modified or settled after the date of adoption should be measured and accounted
for in accordance with SFAS No. 123R. Unvested awards that were granted prior to
the effective date should be valued in accordance with SFAS No. 123R.
Compensation expense must be recognized in the Consolidated Statements of Income
subsequent to the effective date of SFAS No. 123R.

NOTE 2--BUSINESS COMBINATION

On April 30, 2004, the Corporation acquired 100 percent of the outstanding
common shares of Southern Financial Bancorp, Inc. ("Southern Financial"),
headquartered in Warrenton, Virginia, which was the holding company for Southern
Financial Bank. Southern Financial had previously completed the acquisition of
Essex Bancorp, Inc., based in Norfolk, Virginia. Southern Financial operated 33
banking offices in the northern Virginia counties of Fairfax, Loudoun and Prince
William; as well as Richmond, Charlottesville and the Tidewater areas.

Southern Financial was merged with and into the Corporation. Southern Financial
shareholders received 1.0875 shares of the Corporation's common stock and
$11.125 in cash for each Southern Financial share outstanding. As a result,
Southern Financial's shareholders received 8.2 million shares of the
Corporation's common stock amounting to $251.2 million and $83.8 million in
cash, for an aggregate purchase price of $335.1 million. The cash portion of the
purchase price was substantially funded by $71 million in trust preferred
securities which were issued in the fourth quarter of 2003. The value of the
shares issued was based on the average market closing price of the Corporation's
common stock from October 29, 2003 through November 6, 2003.


                                       7



<PAGE> 8


The following table summarizes the estimated fair values of the assets acquired
and liabilities assumed for Southern Financial at the merger date. A significant
portion of the purchase price allocation has been finalized. Certain assets and
liabilities are still pending analysis and valuation. Adjustments to the initial
allocation of the purchase price were due to final settlement of asset
dispositions, evaluation of tax matters and settlement of contingencies. Pending
valuation matters will not affect operating results of the Corporation.
<TABLE>
<CAPTION>
                                                                                                April 30,
(in thousands)                                                                                    2004
                                                                                            ----------------
<S>                                                                                          <C>
ASSETS:
  Cash                                                                                       $       47,142
  Short-term investments                                                                             64,544
  Investment securities                                                                             564,964
  Net loans                                                                                         664,489
  Other assets                                                                                       72,201
  Goodwill                                                                                          248,296
  Deposit-based intangible                                                                           12,829
                                                                                            ----------------
    Total assets acquired                                                                    $    1,674,465
                                                                                            ================
LIABILITIES:
  Deposits                                                                                   $    1,022,271
  Borrowings                                                                                        300,308
  Other liabilities                                                                                  16,796
                                                                                            ----------------
    Total liabilities assumed                                                                     1,339,375
                                                                                            ----------------
    Net assets acquired                                                                      $      335,090
                                                                                            ================
</TABLE>

The merger with Southern Financial resulted in the recognition of $261.1 million
of intangible assets, of which $12.8 million was allocated to a deposit-based
intangible. The remaining intangible was allocated to goodwill.

The results of operations from Southern Financial have been included in the
Consolidated Financial Statements since the date of merger.


                                        8
<PAGE> 9

NOTE 3--INVESTMENT SECURITIES

The following table presents the aggregate amortized cost and fair values of the
investment securities portfolio as of the dates indicated:
<TABLE>
<CAPTION>
                                                                                       Gross           Gross
                                                                     Amortized       Unrealized      Unrealized          Fair
(in thousands)                                                         Cost            Gains           Losses           Value
                                                                   --------------   -------------   -------------    -------------
<S>                                                                 <C>              <C>             <C>              <C>
MARCH 31, 2005
Securities available for sale:
  U.S. Treasury and government agencies and corporations            $    102,781     $         -     $     2,754      $   100,027
  Mortgage-backed securities                                           1,473,870           2,910          23,663        1,453,117
  Municipal securities                                                    12,568             302               -           12,870
  Other debt securities                                                  463,857           1,925             506          465,276
                                                                   --------------   -------------   -------------    -------------
Total securities available for sale                                    2,053,076           5,137          26,923        2,031,290
                                                                   --------------   -------------   -------------    -------------
Securities held to maturity:
  Other debt securities                                                  114,091             383           1,421          113,053
                                                                   --------------   -------------   -------------    -------------
    Total securities held to maturity                                    114,091             383           1,421          113,053
                                                                   --------------   -------------   -------------    -------------

      Total investment securities                                   $  2,167,167     $     5,520     $    28,344      $ 2,144,343
                                                                   ==============   =============   =============    =============
DECEMBER 31, 2004
Securities available for sale:
  U.S. Treasury and government agencies and corporations            $    118,018     $         -     $     3,637      $   114,381
  Mortgage-backed securities                                           1,647,047          10,754          11,523        1,646,278
  Municipal securities                                                    13,608             434               -           14,042
  Other debt securities                                                  411,169           1,020             495          411,694
                                                                   --------------   -------------   -------------    -------------
    Total securities available for sale                                2,189,842          12,208          15,655        2,186,395
                                                                   --------------   -------------   -------------    -------------
Securities held to maturity:
  Other debt securities                                                  114,671             482             686          114,467
                                                                   --------------   -------------   -------------    -------------
    Total securities held to maturity                                    114,671             482             686          114,467
                                                                   --------------   -------------   -------------    -------------

    Total investment securities                                     $  2,304,513     $    12,690     $    16,341      $ 2,300,862
                                                                   ==============   =============   =============    =============
MARCH 31, 2004
Securities available for sale:
  U.S. Treasury and government agencies and corporations            $    115,270     $         1     $     3,184      $   112,087
  Mortgage-backed securities                                           1,712,373          14,534           7,605        1,719,302
  Municipal securities                                                    16,412             851               -           17,263
  Other debt securities                                                  267,164          11,396             165          278,395
                                                                   --------------   -------------   -------------    -------------
    Total securities available for sale                             $  2,111,219     $    26,782     $    10,954      $ 2,127,047
                                                                   ==============   =============   =============    =============
</TABLE>

At March 31, 2005, a net unrealized after-tax loss of $14.2 million on the
securities portfolio was reflected in net accumulated other comprehensive income
(loss). This compared to net unrealized after-tax gains of $10.3 million and
$2.2 million at March 31, 2004 and December 31, 2004, respectively.

During the third quarter of 2004, the Corporation transferred $108 million in
securities available for sale to securities held to maturity. The unrealized
gains of $7.4 million associated with these securities included in net
accumulated other comprehensive income at the date of transfer will continue to
be reflected in stockholders' equity and be reflected as a premium. The premium
and amount reflected in net accumulated other comprehensive income are amortized
over the

                                       9


<PAGE> 10

remaining life of the securities using the interest method. These amortization
amounts will offset with no net income impact on the Corporation.

Management reviews the investment portfolio on a periodic basis to determine the
cause of declines in the fair value of each security. Thorough evaluations of
the causes of the unrealized losses are performed to determine whether the
impairment is temporary or other than temporary in nature. Considerations such
as recoverability of invested amount over a reasonable period of time, the
length of time the security is in a loss position and receipt of amounts
contractually due, for example, are applied in determining other than temporary
impairment. At March 31, 2005, the unrealized losses contained within the
Corporation's investment portfolio were considered temporary because the
declines in fair value were due to changes in market interest rates, not in
estimated cash flows.

For further details regarding investment securities at December 31, 2004, refer
to Notes 1 and 4 of the Consolidated Financial Statements in the Corporation's
Form 10-K as of and for the year ended December 31, 2004.

NOTE 4--LOANS

A summary of loans outstanding as of the dates indicated is shown in the table
below.
<TABLE>
<CAPTION>
                                                                          March 31,       December 31,       March 31,
(in thousands)                                                               2005             2004              2004
                                                                        ---------------   --------------   ---------------
<S>                                                                      <C>               <C>              <C>
Residential real estate:
  Originated residential mortgage                                        $      90,355     $    100,909     $      71,854
  Home equity                                                                  745,996          705,126           536,244
  Acquired residential                                                         536,597          560,040           598,517
Other consumer:
  Marine                                                                       431,381          436,262           461,200
  Other                                                                         35,482           42,121            40,766
                                                                        ---------------   --------------   ---------------
    Total consumer                                                           1,839,811        1,844,458         1,708,581
                                                                        ---------------   --------------   ---------------
Commercial real estate:
  Commercial mortgage                                                          483,256          483,636           322,605
  Residential construction                                                     264,906          242,246           171,864
  Commercial construction                                                      282,092          279,347           219,287
  Commercial business                                                          676,221          710,193           407,599
                                                                        ---------------   --------------   ---------------
    Total commercial                                                         1,706,475        1,715,422         1,121,355
                                                                        ---------------   --------------   ---------------
Total loans                                                              $   3,546,286     $  3,559,880     $   2,829,936
                                                                        ===============   ==============   ===============
</TABLE>
                                                           10


<PAGE> 11


NOTE 5 - ALLOWANCE FOR LOAN LOSSES

The following table reflects the activity in the allowance for loan losses for
the periods indicated:
<TABLE>
<CAPTION>
                                                                        Three Months Ended
                                                                             March 31,
                                                                --------------------------------
(in thousands)                                                      2005              2004
                                                                --------------   ---------------
<S>                                                              <C>              <C>
Balance at beginning of period                                   $     46,169     $      35,539
Provision for loan losses                                               1,575             2,391
Less loans charged-off, net of recoveries:
  Originated residential mortgage and home equity                          12                 9
  Acquired residential                                                    628             1,236
  Marine and other consumer                                               (10)              252
  Commercial business                                                   1,475               307
                                                                --------------   ---------------
    Net charge-offs                                                     2,105             1,804
                                                                --------------   ---------------
Balance at end of period                                         $     45,639     $      36,126
                                                                ==============   ===============
</TABLE>

NOTE 6--INTANGIBLE ASSETS

The table below presents an analysis of the goodwill and deposit-based
intangible activity for the three months ended March 31, 2005.
<TABLE>
<CAPTION>

                                                                                                  Accumulated          Net
(in thousands)                                                                   Goodwill        Amortization        Goodwill
                                                                             -----------------  ----------------  ---------------
<S>                                                                           <C>                <C>               <C>
Balance at December 31, 2004                                                  $       256,863    $         (622)   $     256,241
Adjustment of intangible related to 2004 merger                                          (268)                -             (268)
                                                                             -----------------  ----------------  ---------------
Balance at March 31, 2005                                                     $       256,595    $         (622)   $     255,973
                                                                             =================  ================  ===============

                                                                               Deposit-based      Accumulated
(in thousands)                                                                  Intangible       Amortization         Total
                                                                             -----------------  ----------------  ---------------
Balance at December 31, 2004                                                  $        15,429    $       (2,780)   $      12,649
Amortization expense                                                                        -              (482)            (482)
                                                                             -----------------  ----------------  ---------------
Balance at March 31, 2005                                                     $        15,429    $       (3,262)   $      12,167
                                                                             =================  ================  ===============
</TABLE>


                                                            11

<PAGE> 12


NOTE 7--DEPOSITS

The table below presents a summary of deposits as of the dates indicated:
<TABLE>
<CAPTION>
                                                                           March 31,       December 31,      March 31,
(in thousands)                                                               2005             2004             2004
                                                                         -------------    -------------    -------------
<S>                                                                      <C>               <C>              <C>
Interest-bearing deposits:
  Interest-bearing demand                                                $    523,308      $   531,622      $   482,620
  Money market                                                                580,038          525,744          465,678
  Savings                                                                     760,165          743,937          731,248
  Direct time certificates of deposit                                         793,000          812,904          665,001
  Brokered certificates of deposit                                            390,837          355,876          211,006
                                                                         -------------    -------------    -------------
    Total interest-bearing deposits                                         3,047,348        2,970,083        2,555,553
Noninterest-bearing deposits                                                  884,840          811,917          646,765
                                                                         -------------    -------------    -------------
    Total deposits                                                       $  3,932,188      $ 3,782,000      $ 3,202,318
                                                                         =============    =============    =============
</TABLE>

NOTE 8--SHORT-TERM BORROWINGS

The table below presents a summary of short-term borrowings as of the dates
indicated:
<TABLE>
<CAPTION>

                                                                       March 31,      December 31,      March 31,
(in thousands)                                                           2005            2004             2004
                                                                     -------------    ------------    -------------
<S>                                                                   <C>              <C>             <C>
Securities sold under repurchase agreements                           $   412,071      $  396,263      $   273,561
Federal funds purchased                                                   140,000         329,500          140,000
Federal Home Loan Bank advances - variable rate                           165,000         190,000          140,000
Other short-term borrowings                                                 2,157           2,130            2,076
                                                                     -------------    ------------    -------------
  Total short-term borrowings                                         $   719,228      $  917,893      $   555,637
                                                                     =============    ============    =============
</TABLE>

NOTE 9--LONG-TERM DEBT

The table below presents a summary of long-term debt as of the dates indicated:
<TABLE>
<CAPTION>
                                                                       March 31,      December 31,       March 31,
(in thousands)                                                           2005             2004             2004
                                                                    --------------   --------------   --------------
<S>                                                                  <C>              <C>              <C>
Federal Home Loan Bank advances - fixed rate                         $    163,228     $    169,833     $    127,038
Federal Home Loan Bank advances - variable rate                           800,000          834,555          810,000
Trust preferred securities                                                141,302          173,035          145,725
Term repurchase agreements                                                 20,000           28,125           53,358
                                                                    --------------   --------------   --------------
  Total long-term debt                                               $  1,124,530     $  1,205,548     $  1,136,121
                                                                    ==============   ==============   ==============
</TABLE>

On March 31, 2005, the Corporation redeemed $30.0 million in aggregate principal
amount of 10% trust preferred securities of Provident Trust II. The trust
preferred securities had a final stated maturity of March 31, 2030, but were
callable at par beginning on March 31, 2005.

                                       12


<PAGE> 13

NOTE 10--DERIVATIVE FINANCIAL INSTRUMENTS

Fair value hedges that meet the criteria for effectiveness have changes in the
fair value of the derivative and the designated hedged item recognized in
earnings. At and during all periods presented, the derivatives designated as
fair value hedges were determined to be effective. Accordingly, the designated
hedges and the associated hedged items were marked to fair value by an equal and
offsetting amount of $6.4 million and $7.6 million for the three months ended
March 31, 2005 and 2004, respectively. Cash flow hedges have the effective
portion of changes in the fair value of the derivative recorded in accumulated
other comprehensive income (loss). At March 31, 2005 and 2004, the Corporation
recorded a cumulative decline in the fair value of derivatives of $55 thousand
and $8.3 million, respectively, net of taxes, in accumulated other comprehensive
income (loss) to reflect the effective portion of cash flow hedges. Amounts
recorded in accumulated other comprehensive income (loss) are recognized into
earnings concurrent with the impact of the hedged item on earnings. For the
three months ended March 31, 2005 and 2004, the Corporation had no ineffective
hedges.

The table below presents the Corporation's open derivative positions as of the
dates indicated:
<TABLE>
<CAPTION>

(in thousands)                                                 Notional       Credit Risk        Market
Derivative Type                      Hedge Objective            Amount           Amount           Risk
------------------------------   -------------------------  ---------------  ---------------  --------------
<S>                                                           <C>             <C>              <C>
March 31, 2005
Interest rate swaps:
  Pay fixed/receive variable     Borrowing cost               $    125,000    $       2,324    $      2,224
  Pay fixed/receive variable     Loan rate risk                     55,985            1,255           1,255
  Receive fixed/pay variable     Borrowing cost                    368,500            5,347          (1,313)
Interest rate caps/corridors     Borrowing cost                    300,000            3,008           3,008
                                                            ---------------  ---------------  --------------
                                                              $    849,485    $      11,934    $      5,174
                                                            ===============  ===============  ==============

DECEMBER 31, 2004
Interest rate swaps:
  Pay fixed/receive variable     Borrowing cost               $    245,000    $       1,527    $      1,527
  Pay fixed/receive variable     Loan rate risk                     59,776                -            (167)
  Receive fixed/pay variable     Borrowing cost                    357,500            5,506           3,655
Interest rate caps/corridors     Borrowing cost                    300,000            2,778           2,778
                                                            ---------------  ---------------  --------------
                                                              $    962,276    $       9,811    $      7,793
                                                            ===============  ===============  ==============

MARCH 31, 2004
Interest rate swaps:
  Pay fixed/receive variable     Borrowing cost               $    510,000    $           -    $     (8,087)
  Pay fixed/receive variable     Loan rate risk                     47,438                -            (956)
  Receive fixed/pay variable     Borrowing cost                     70,000            8,597           8,597
Interest rate caps/corridors     Borrowing cost                    400,000            4,215           4,215
                                                            ---------------  ---------------  --------------
                                                              $  1,027,438    $      12,812    $      3,769
                                                            ===============  ===============  ==============
</TABLE>

                                                      13

<PAGE> 14

NOTE 11--OFF BALANCE SHEET RISK

Commitments to extend credit in the form of consumer, commercial real estate and
business loans at the date indicated were as follows:
<TABLE>
<CAPTION>
                                                                                                March 31,
(in thousands)                                                                                    2005
                                                                                             --------------
<S>                                                                                           <C>
Commercial business and real estate                                                           $    773,919
Consumer revolving credit                                                                          544,030
Residential mortgage credit                                                                         23,756
Performance standby letters of credit                                                              103,035
Commercial letters of credit                                                                         1,262
                                                                                             --------------
  Total loan commitments                                                                      $  1,446,002
                                                                                             ==============
</TABLE>
Historically, many of the commitments expire without being fully drawn;
therefore, the total commitment amounts do not necessarily represent future cash
requirements.

NOTE 12--NET GAINS (LOSSES)

Net gains (losses) include the following components for the periods indicated:
<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                                     March 31,
                                                           ------------------------------
(in thousands)                                                 2005             2004
                                                           -------------    -------------
<S>                                                         <C>              <C>
Net gains (losses):
  Securities sales                                          $    (876)       $     954
  Asset sales                                                     151             (138)
  Debt extinguishment                                             (51)               -
                                                           -------------    -------------
Net gains (losses)                                          $    (776)       $     816
                                                           =============    =============
</TABLE>
NOTE 13--EARNINGS PER SHARE

The following table presents a summary of per share data and amounts for the
periods indicated.
<TABLE>
<CAPTION>
                                                              Three Months Ended
                                                                  March 31,
                                                        -----------------------------
(in thousands, except per share data)                       2005            2004
                                                        -------------   -------------
<S>                                                     <C>              <C>
Qualifying net income                                   $    18,108      $   12,875
Basic EPS shares                                             33,029          24,664
Basic EPS                                               $      0.55      $     0.52
Dilutive shares                                                 691             686
Diluted EPS shares                                           33,720          25,350
Diluted EPS                                             $      0.54      $     0.51
Antidilutive shares                                               2             205
</TABLE>
                                       14


<PAGE> 15

NOTE 14--COMPREHENSIVE INCOME

Presented below is a reconciliation of net income to comprehensive income
including the components of other comprehensive income (loss) for the periods
indicated:
<TABLE>
<CAPTION>
                                                                   Three Months Ended
                                                                        March 31,
                                                             -------------------------------
(in thousands)                                                   2005             2004
                                                             --------------   --------------
<S>                                                           <C>              <C>
Net income                                                    $     18,108     $     12,875
Other comprehensive income (loss):
  Net unrealized gains (losses) on derivatives                       2,654           (7,343)
  Net unrealized holding gains (losses) on debt securities         (19,561)          21,447
  Less reclassification adjustment for gains (losses)
    realized in net income                                            (757)             954
                                                             --------------   --------------
Other comprehensive income (loss) before tax                       (16,150)          13,150
Related income tax expense (benefit)                                (5,653)           4,602
                                                             --------------   --------------
Other comprehensive income (loss) after tax                        (10,497)           8,548
                                                             --------------   --------------
Comprehensive income                                          $      7,611     $     21,423
                                                             ==============   ==============
</TABLE>
NOTE 15--EMPLOYEE BENEFIT PLANS

The actuarially estimated net benefit cost includes the following components for
the periods indicated:
<TABLE>
<CAPTION>
                                                              Qualified                                          Non-qualified
                                                             Pension Plan         Postretirement Benefits        Pension Plan
                                                      -------------------------- ------------------------  ------------------------
                                                          Three Months Ended        Three Months Ended        Three Months Ended
                                                               March 31,                 March 31,                 March 31,
                                                      -------------------------- ------------------------  ------------------------
(in thousands)                                           2005          2004         2005         2004         2005          2004
                                                      ----------    -----------  ----------  ------------  -----------  -----------
<S>                                                   <C>           <C>          <C>          <C>           <C>          <C>
Service cost - benefits earned during the period      $    304      $     293    $     39     $     26      $     75     $     33
Interest cost on projected benefit obligation              387            374          27           18           209           91
Expected return on plan assets                            (445)          (430)          -            -             -            -
Net amortization and deferral of loss                       50             48          13            9            88           38
                                                      ---------   -------------  ----------  ------------   ----------  -----------
  Subtotal                                                 296            285          79           53           372          162
Reversal of liability                                        -              -      (1,641)           -             -            -
                                                      ---------   -------------  ----------  ------------   ----------  -----------
  Net pension cost included in employee
    benefits expense                                  $    296      $     285    $ (1,562)    $     53      $    372     $    162
                                                      =========   =============  ==========  ============   ==========  ===========
</TABLE>
On March 31, 2005, the Corporation announced that the pension plan will be
frozen for new entrants. Employees who are already participants in the plan will
not be affected by this change. Also on March 31, 2005, the Corporation
communicated to retirees currently receiving postretirement benefits that these
benefits will be eliminated and no longer offered, effective January 1, 2006.
This action resulted in the reversal of the actuarially determined liability of
$1.6 million at March 31, 2005.

No contributions were made to the qualified pension plan in the three months
ended March 31, 2005 and 2004, respectively. The minimum required contribution
in 2005 for the qualified plan is estimated to be zero. The maximum contribution
amount for the qualified plan is the maximum deductible contribution under the
Internal Revenue Code, which is dependent on several factors including proposed
legislation that will affect the interest rate used to determine the current
liability. In addition, the decision to contribute the maximum amount is
dependent on other factors including the actual investment performance of plan
assets. Given these uncertainties, the Corporation is not able to reliably
estimate the maximum deductible contribution or the amount that will be
contributed in 2005 to the qualified plan. For the unfunded non-qualified
pension and postretirement benefit plans, the Corporation will contribute the
minimum required amount in 2005, which is equal to the benefits paid under the
plans.

                                       15


<PAGE> 16


PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS

The exhibits and financial statements filed as a part of this report are as
follows:

  (2.0)  Agreement and Plan of Reorganization between Provident Bankshares
           Corporation and Southern Financial Bancorp, Inc. (1)
  (3.1)  Articles of Amendment to the Articles of Incorporation of Provident
         Bankshares Corporation (2)
  (3.2)  Fifth Amended and Restated By-Laws of Provident Bankshares
           Corporation (3)
 (10.1)  Form of Change in Control Agreement between Provident Bankshares
           Corporation and Gary N. Geisel, Kevin G. Byrnes, Richard J. Oppitz
           and Dennis A. Starliper (previously filed)
 (11.0)  Statement re: Computation of Per Share Earnings (4)
 (31.1)  Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
 (31.2)  Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
 (32.1)  Section 1350 Certification of Chief Executive Officer
 (32.2)  Section 1350 Certification of Chief Financial Officer

(1)  Incorporated by reference from Registrant's Form 8-K (File No. 0-16421)
     filed with the Commission on November 4, 2003.
(2)  Incorporated by reference from Registrant's Registration Statement on
     Form S-8 (File No. 33-58881) filed with the Commission on July 10, 1998.
(3)  Incorporated by reference from Registrant's Annual Report on Form 10-K
     (File No. 0-16421) for the year ended December 31, 2004, filed with the
     Commission on March 16, 2005.
(4)  Included in Note 13 to the Unaudited Consolidated Financial Statements on
      page 15 hereof.



                                       16
<PAGE> 17


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                           Principal Executive Officer:

May 13, 2005                               By  /s/ GARY N. GEISEL
                                               ---------------------------------
                                               Gary N. Geisel
                                               Chairman of the Board
                                               and Chief Executive Officer


                                           Principal Financial Officer:

May 13, 2005                               By  /s/ DENNIS A. STARLIPER
                                               ---------------------------------
                                               Dennis A. Starliper
                                               Executive Vice President and
                                               Chief Financial Officer





                                       17
<PAGE> 18




EXHIBIT INDEX
EXHIBIT                               DESCRIPTION
------------   -----------------------------------------------------------------
    31.1       Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
    31.2       Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
    32.1       Section 1350 Certification of Chief Executive Officer
    32.2       Section 1350 Certification of Chief Financial Officer