<PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 2001
                              REGISTRATION NO. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             -----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                -----------------

                          WILMINGTON TRUST CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                                       <C>
    Delaware                                                 51-0328154
(State or other                                           (I.R.S. Employer
jurisdiction of                                            Identification
incorporation                                                 Number)
or organization)

Rodney Square North
1100 North Market Street
Wilmington, Delaware                                           19890
(Address of Principal Executive Offices)                     (Zip Code)
</TABLE>

                  2001 Non-Employee Director Stock Option Plan
                            (Full title of the plan)

                              Gerard A. Chamberlain
                     Vice President and Assistant Secretary
                          Wilmington Trust Corporation
                               Rodney Square North
                            1100 North Market Street
                           Wilmington, Delaware 19890
                     (Name and address of agent for service)

                                 (302) 651-1268
          (Telephone number, including area code, of agent for service)
<PAGE>   2
                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                                     Proposed          Proposed
                                                     maximum           maximum
Title of each class        Amount                    offering          aggregate        Amount of
of securities to be        to be                     price             offering         registration
registered                 registered                per unit (3)      price (3)        fee
----------------------------------------------------------------------------------------------------
<S>                        <C>                      <C>                <C>              <C>
Options (1)

Common Stock,
par value
$1.00 per share            100,000  (2)              $59.22            $5,922,000.00    $1,421.00
----------------------------------------------------------------------------------------------------
</TABLE>


(1)  Since Wilmington Trust Corporation ("WTC") will distribute the options to
     be registered hereunder for no value, no separate registration fee is
     required.

(2)  This registration statement relates to the issuance to non-employee
     directors of WTC and its subsidiaries of up to 100,000 shares of WTC's
     common stock pursuant to our 2001 Non-Employee Director Stock Option Plan
     (the "Plan").

(3)  Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended,
     and solely for the purpose of calculating the registration fee, the
     proposed maximum aggregate offering price per unit of common stock is based
     upon $59.22, the average of the high and low sale prices of the
     registrant's common stock on the New York Stock Exchange on May 10, 2001.


                                      -2-
<PAGE>   3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents By Reference.

         The following documents, which we have filed with the SEC, are
incorporated herein by reference:


         1.       Annual Report on Form 10-K for the year ended December 31,
                  2000;

         2.       Quarterly Report on Form 10-Q for the quarter ended March 31,
                  2001;

         3.       The description of our common stock contained on pages 27
                  through 29 of the proxy statement of Wilmington Trust Company
                  dated May 2, 1991; and

         4.       The description of our preferred stock purchase rights
                  contained in the Registration Statement on Form 8-A filed on
                  January 28, 1995.

         All reports and other documents we subsequently file pursuant to
Sections 12, 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to filing a
post-effective amendment that indicates that all securities offered hereby have
been sold, or that deregisters all securities then remaining unsold, are deemed
to be incorporated by reference in and to be a part of this registration
statement from the date of filing those reports and documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
in this registration statement is deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement contained
in this registration statement or any other document subsequently filed that
also is or is deemed to be incorporated by reference in this registration
statement modifies or supersedes that statement.

Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

         Gerard A. Chamberlain, Esquire, Philadelphia, Pennsylvania, has passed
upon the validity of our common stock offered hereby. Mr. Chamberlain is an
officer and employee of Wilmington Trust Company, all of whose stock is owned by
WTC, and an officer of WTC and other of its subsidiaries.


                                      -3-
<PAGE>   4
                  Other Experts.

         The consolidated financial statements of WTC and its subsidiaries
incorporated by reference in our Annual Report on Form 10-K for the year ended
December 31, 2000 have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report dated January 26, 2001 accompanying those financial
statements incorporated by reference in that Form 10-K and are incorporated by
reference in this registration statement in reliance upon that report given upon
the authority of that firm as experts in accounting and auditing.

Item 6.           Indemnification of Directors and Officers.

         Our Restated Certificate of Incorporation provides that a director will
not be liable to WTC or its stockholders for monetary damages for breach of
fiduciary duty as a director, unless that limitation on liability is not
permitted under Delaware's General Corporation Law. Our Bylaws provide that we
will indemnify a person threatened to be made a party or otherwise involved in
any proceeding because he or she is or was our director or officer, or is or was
serving at our written request as a director, officer, employee or agent of
another entity, against liability that person suffers and expenses that person
incurs. We must indemnify a person in connection with a proceeding that person
initiates only if our Board of Directors authorized that proceeding.

         Section 145 of Delaware's General Corporation Law provides that a
corporation may indemnify its officers, directors, employees and agents (or
persons who served, at the corporation's request, as officers, directors,
employees or agents of another corporation) against expenses they incur in
defending any action as a result of being a director, officer, employee or agent
if that person acted in good faith and in a manner reasonably believed to be in
or not opposed to the corporation's best interests. In the case of any criminal
action or proceeding, the individual must have had no reason to believe his
conduct was unlawful.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

<TABLE>
<CAPTION>
Exhibit
Number            Exhibit
-------           -------
<S>               <C>
5                 Opinion of counsel as to legality of registrant's common stock

23.1              Consent of Gerard A. Chamberlain, Esquire
                  (included in Exhibit 5)

23.2              Consent of Ernst & Young LLP

24                Power of Attorney of Directors and Officers
                  of the registrant (included on the signature pages of this registration statement)
</TABLE>


                                      -4-
<PAGE>   5
Item 9.           Undertakings.

         A.       The undersigned registrant hereby undertakes:

                  (a) (1) To file, during any period in which any offers or
         sales are being made, a post-effective amendment to this registration
         statement:

                           (i)      To include any prospectus required by
                                    section 10(a)(3) of the Securities Act of
                                    1933;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the registration statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the registration
                                    statement. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high end of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than a 20% change in
                                    the maximum aggregate offering price set
                                    forth in the "Calculation of Registration
                                    Fee" table in the effective registration
                                    statement;

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the registration
                                    statement or any material change to such
                                    information in the registration statement.

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3 or Form S-8, and the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed by the
         registrant pursuant to section 13 or section 15(d) of the Securities
         Exchange Act of 1934 and that are incorporated by reference in the
         registration statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.


                                      -5-
<PAGE>   6
         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference into the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                      -6-
<PAGE>   7
                                   SIGNATURES

The Registrant.

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wilmington, State of Delaware, on May 17, 2001.


                                       WILMINGTON TRUST CORPORATION


                                       By:      /s/ Ted T. Cecala
                                                --------------------------------
                                                Ted T. Cecala,
                                                Chairman of the Board and
                                                Chief Executive Officer



                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael A. DiGregorio and/or Gerard A.
Chamberlain his or her true and lawful attorney(s)-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney(s)-in-fact and agent(s) full power and authority to do and perform each
and every act and thing, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that those
attorney(s) - in-fact and agent(s), or his or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.


                                      -7-
<PAGE>   8
         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.





                                    /s/ Ted T. Cecala
                                    -------------------------------------------
                                    Ted T. Cecala
                                    Director, Chairman of the Board
                                    and Chief Executive Officer

                                    (Date)   May 17, 2001



                                    /s/ Robert V. A. Harra, Jr.
                                    -------------------------------------------
                                    Robert V.A. Harra, Jr.
                                    Director, President, Chief
                                    Operating Officer and Treasurer

                                    (Date)   May 17, 2001



                                    /s/ David R. Gibson
                                    -------------------------------------------
                                    David R. Gibson
                                    Senior Vice President and Chief
                                    Financial Officer
                                    (Principal Financial Officer)

                                    (Date)   May 17, 2001



                                    /s/ Gerald F. Sopp
                                    -------------------------------------------
                                    Gerald F. Sopp
                                    Controller
                                    (Principal Accounting Officer)

                                    (Date)  May 17, 2001


                                      -8-
<PAGE>   9
                                    /s/ Carolyn S. Burger
                                    -------------------------------------------
                                    Carolyn S. Burger
                                    Director

                                    (Date)   May 17, 2001



                                    /s/ Richard R. Collins
                                    -------------------------------------------
                                    Richard R. Collins
                                    Director

                                    (Date)   May 17, 2001



                                    /s/ Charles S. Crompton, Jr.
                                    -------------------------------------------
                                    Charles S. Crompton, Jr.
                                    Director and Member of Wilmington Trust's
                                    Compensation Committee

                                    (Date)   May 17, 2001



                                    /s/ H. Stewart Dunn, Jr.
                                    -------------------------------------------
                                    H. Stewart Dunn, Jr.
                                    Director

                                    (Date)   May 17, 2001




                                    /s/ Edward B. duPont
                                    -------------------------------------------
                                    Edward B. duPont
                                    Director

                                    (Date)   May 17, 2001



                                    /s/ R. Keith Elliott
                                    -------------------------------------------
                                    R. Keith Elliott
                                    Director

                                    (Date)   May 17, 2001


                                      -9-
<PAGE>   10
                                    /s/ Rex L. Mears
                                    -------------------------------------------
                                    Rex L. Mears
                                    Director and Member of Wilmington Trust's
                                    Compensation Committee

                                    (Date)   May 17, 2001



                                    /s/ Hugh E. Miller
                                    -------------------------------------------
                                    Hugh E. Miller
                                    Director and Member of Wilmington Trust's
                                    Compensation Committee

                                    (Date)   May 17, 2001



                                    /s/ Stacey J. Mobley
                                    -------------------------------------------
                                    Stacey J. Mobley
                                    Director and Member of Wilmington Trust's
                                    Compensation Committee

                                    (Date)   May 17, 2001



                                    /s/ Leonard W. Quill
                                    -------------------------------------------
                                    Leonard W. Quill
                                    Director

                                    (Date)   May 17, 2001



                                    /s/ David P. Roselle
                                    -------------------------------------------
                                    David P. Roselle
                                    Director and Member of
                                    Wilmington Trust's Compensation
                                    Committee

                                    (Date)   May 17, 2001


                                      -10-
<PAGE>   11
                                    /s/ H. Rodney Sharp, III
                                    -------------------------------------------
                                    H. Rodney Sharp, III
                                    Director

                                    (Date)   May 17, 2001



                                    /s/ Thomas P. Sweeney
                                    -------------------------------------------
                                    Thomas P. Sweeney
                                    Director

                                    (Date)   May 17, 2001




                                    /s/ Robert W. Tunnell, Jr.
                                    -------------------------------------------
                                    Robert W. Tunnell, Jr.
                                    Director

                                    (Date)   May 17, 2001


                                      -11-
<PAGE>   12
                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit
Number     Exhibit
-------    -------

<S>        <C>
5          Opinion of counsel as to legality of registrant's common stock

23.1       Consent of Gerard A. Chamberlain, Esquire
           (included in Exhibit 5 hereto)

23.2       Consent of Ernst & Young LLP

24         Power of Attorney of Directors and Officers (included on the signature pages of  this
           registration statement)
</TABLE>


                                      -12-
[{"type": "S-8", "sequence": "1", "filename": "w49275s-8.txt", "description": "S-8 FOR WILMINGTON TRUST", "secsgml_size_bytes": 23382}]
{"company-data": {"conformed-name": "WILMINGTON TRUST CORP", "cik": "0000872821", "assigned-sic": "6022", "irs-number": "510328154", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61096", "film-number": "1642263"}, "business-address": {"street1": "RODNEY SQUARE NORTH", "street2": "1100 NORTH MARKET ST", "city": "WILMINGTON", "state": "DE", "zip": "19890-0001", "phone": "3026518378"}, "mail-address": {"street1": "1100 NORTH MARKET STREET", "city": "WILMINGTON", "state": "DE", "zip": "19890-0001"}}
1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 2001
                              REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             -----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                -----------------

                          WILMINGTON TRUST CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware                                                 51-0328154
(State or other                                           (I.R.S. Employer
jurisdiction of                                            Identification
incorporation                                                 Number)
or organization)

Rodney Square North
1100 North Market Street
Wilmington, Delaware                                           19890
(Address of Principal Executive Offices)                     (Zip Code)
2001 Non-Employee Director Stock Option Plan
                            (Full title of the plan)

                              Gerard A. Chamberlain
                     Vice President and Assistant Secretary
                          Wilmington Trust Corporation
                               Rodney Square North
                            1100 North Market Street
                           Wilmington, Delaware 19890
                     (Name and address of agent for service)

                                 (302) 651-1268
          (Telephone number, including area code, of agent for service)
2
                         CALCULATION OF REGISTRATION FEE
Proposed          Proposed
                                                     maximum           maximum
Title of each class        Amount                    offering          aggregate        Amount of
of securities to be        to be                     price             offering         registration
registered                 registered                per unit (3)      price (3)        fee
----------------------------------------------------------------------------------------------------
Options (1)

Common Stock,
par value
$1.00 per share            100,000  (2)              $59.22            $5,922,000.00    $1,421.00
----------------------------------------------------------------------------------------------------
(1)  Since Wilmington Trust Corporation ("WTC") will distribute the options to
     be registered hereunder for no value, no separate registration fee is
     required.

(2)  This registration statement relates to the issuance to non-employee
     directors of WTC and its subsidiaries of up to 100,000 shares of WTC's
     common stock pursuant to our 2001 Non-Employee Director Stock Option Plan
     (the "Plan").

(3)  Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended,
     and solely for the purpose of calculating the registration fee, the
     proposed maximum aggregate offering price per unit of common stock is based
     upon $59.22, the average of the high and low sale prices of the
     registrant's common stock on the New York Stock Exchange on May 10, 2001.

                                      -2-
3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents By Reference.

         The following documents, which we have filed with the SEC, are
incorporated herein by reference:

         1.       Annual Report on Form 10-K for the year ended December 31,
                  2000;

         2.       Quarterly Report on Form 10-Q for the quarter ended March 31,
                  2001;

         3.       The description of our common stock contained on pages 27
                  through 29 of the proxy statement of Wilmington Trust Company
                  dated May 2, 1991; and

         4.       The description of our preferred stock purchase rights
                  contained in the Registration Statement on Form 8-A filed on
                  January 28, 1995.

         All reports and other documents we subsequently file pursuant to
Sections 12, 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to filing a
post-effective amendment that indicates that all securities offered hereby have
been sold, or that deregisters all securities then remaining unsold, are deemed
to be incorporated by reference in and to be a part of this registration
statement from the date of filing those reports and documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
in this registration statement is deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement contained
in this registration statement or any other document subsequently filed that
also is or is deemed to be incorporated by reference in this registration
statement modifies or supersedes that statement.

Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

         Gerard A. Chamberlain, Esquire, Philadelphia, Pennsylvania, has passed
upon the validity of our common stock offered hereby. Mr. Chamberlain is an
officer and employee of Wilmington Trust Company, all of whose stock is owned by
WTC, and an officer of WTC and other of its subsidiaries.

                                      -3-
4
                  Other Experts.

         The consolidated financial statements of WTC and its subsidiaries
incorporated by reference in our Annual Report on Form 10-K for the year ended
December 31, 2000 have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report dated January 26, 2001 accompanying those financial
statements incorporated by reference in that Form 10-K and are incorporated by
reference in this registration statement in reliance upon that report given upon
the authority of that firm as experts in accounting and auditing.

Item 6.           Indemnification of Directors and Officers.

         Our Restated Certificate of Incorporation provides that a director will
not be liable to WTC or its stockholders for monetary damages for breach of
fiduciary duty as a director, unless that limitation on liability is not
permitted under Delaware's General Corporation Law. Our Bylaws provide that we
will indemnify a person threatened to be made a party or otherwise involved in
any proceeding because he or she is or was our director or officer, or is or was
serving at our written request as a director, officer, employee or agent of
another entity, against liability that person suffers and expenses that person
incurs. We must indemnify a person in connection with a proceeding that person
initiates only if our Board of Directors authorized that proceeding.

         Section 145 of Delaware's General Corporation Law provides that a
corporation may indemnify its officers, directors, employees and agents (or
persons who served, at the corporation's request, as officers, directors,
employees or agents of another corporation) against expenses they incur in
defending any action as a result of being a director, officer, employee or agent
if that person acted in good faith and in a manner reasonably believed to be in
or not opposed to the corporation's best interests. In the case of any criminal
action or proceeding, the individual must have had no reason to believe his
conduct was unlawful.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.
Exhibit
Number            Exhibit
-------           -------
5                 Opinion of counsel as to legality of registrant's common stock

23.1              Consent of Gerard A. Chamberlain, Esquire
                  (included in Exhibit 5)

23.2              Consent of Ernst & Young LLP

24                Power of Attorney of Directors and Officers
                  of the registrant (included on the signature pages of this registration statement)
-4-
5
Item 9.           Undertakings.

         A.       The undersigned registrant hereby undertakes:

                  (a) (1) To file, during any period in which any offers or
         sales are being made, a post-effective amendment to this registration
         statement:

                           (i)      To include any prospectus required by
                                    section 10(a)(3) of the Securities Act of
                                    1933;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the registration statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the registration
                                    statement. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high end of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than a 20% change in
                                    the maximum aggregate offering price set
                                    forth in the "Calculation of Registration
                                    Fee" table in the effective registration
                                    statement;

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the registration
                                    statement or any material change to such
                                    information in the registration statement.

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3 or Form S-8, and the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed by the
         registrant pursuant to section 13 or section 15(d) of the Securities
         Exchange Act of 1934 and that are incorporated by reference in the
         registration statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                                      -5-
6
         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference into the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      -6-
7
                                   SIGNATURES

The Registrant.

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wilmington, State of Delaware, on May 17, 2001.

                                       WILMINGTON TRUST CORPORATION

                                       By:      /s/ Ted T. Cecala
                                                --------------------------------
                                                Ted T. Cecala,
                                                Chairman of the Board and
                                                Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael A. DiGregorio and/or Gerard A.
Chamberlain his or her true and lawful attorney(s)-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney(s)-in-fact and agent(s) full power and authority to do and perform each
and every act and thing, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that those
attorney(s) - in-fact and agent(s), or his or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

                                      -7-
8
         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

                                    /s/ Ted T. Cecala
                                    -------------------------------------------
                                    Ted T. Cecala
                                    Director, Chairman of the Board
                                    and Chief Executive Officer

                                    (Date)   May 17, 2001

                                    /s/ Robert V. A. Harra, Jr.
                                    -------------------------------------------
                                    Robert V.A. Harra, Jr.
                                    Director, President, Chief
                                    Operating Officer and Treasurer

                                    (Date)   May 17, 2001

                                    /s/ David R. Gibson
                                    -------------------------------------------
                                    David R. Gibson
                                    Senior Vice President and Chief
                                    Financial Officer
                                    (Principal Financial Officer)

                                    (Date)   May 17, 2001

                                    /s/ Gerald F. Sopp
                                    -------------------------------------------
                                    Gerald F. Sopp
                                    Controller
                                    (Principal Accounting Officer)

                                    (Date)  May 17, 2001

                                      -8-
9
                                    /s/ Carolyn S. Burger
                                    -------------------------------------------
                                    Carolyn S. Burger
                                    Director

                                    (Date)   May 17, 2001

                                    /s/ Richard R. Collins
                                    -------------------------------------------
                                    Richard R. Collins
                                    Director

                                    (Date)   May 17, 2001

                                    /s/ Charles S. Crompton, Jr.
                                    -------------------------------------------
                                    Charles S. Crompton, Jr.
                                    Director and Member of Wilmington Trust's
                                    Compensation Committee

                                    (Date)   May 17, 2001

                                    /s/ H. Stewart Dunn, Jr.
                                    -------------------------------------------
                                    H. Stewart Dunn, Jr.
                                    Director

                                    (Date)   May 17, 2001

                                    /s/ Edward B. duPont
                                    -------------------------------------------
                                    Edward B. duPont
                                    Director

                                    (Date)   May 17, 2001

                                    /s/ R. Keith Elliott
                                    -------------------------------------------
                                    R. Keith Elliott
                                    Director

                                    (Date)   May 17, 2001

                                      -9-
10
                                    /s/ Rex L. Mears
                                    -------------------------------------------
                                    Rex L. Mears
                                    Director and Member of Wilmington Trust's
                                    Compensation Committee

                                    (Date)   May 17, 2001

                                    /s/ Hugh E. Miller
                                    -------------------------------------------
                                    Hugh E. Miller
                                    Director and Member of Wilmington Trust's
                                    Compensation Committee

                                    (Date)   May 17, 2001

                                    /s/ Stacey J. Mobley
                                    -------------------------------------------
                                    Stacey J. Mobley
                                    Director and Member of Wilmington Trust's
                                    Compensation Committee

                                    (Date)   May 17, 2001

                                    /s/ Leonard W. Quill
                                    -------------------------------------------
                                    Leonard W. Quill
                                    Director

                                    (Date)   May 17, 2001

                                    /s/ David P. Roselle
                                    -------------------------------------------
                                    David P. Roselle
                                    Director and Member of
                                    Wilmington Trust's Compensation
                                    Committee

                                    (Date)   May 17, 2001

                                      -10-
11
                                    /s/ H. Rodney Sharp, III
                                    -------------------------------------------
                                    H. Rodney Sharp, III
                                    Director

                                    (Date)   May 17, 2001

                                    /s/ Thomas P. Sweeney
                                    -------------------------------------------
                                    Thomas P. Sweeney
                                    Director

                                    (Date)   May 17, 2001

                                    /s/ Robert W. Tunnell, Jr.
                                    -------------------------------------------
                                    Robert W. Tunnell, Jr.
                                    Director

                                    (Date)   May 17, 2001

                                      -11-
12
                                  EXHIBIT INDEX
Exhibit
Number     Exhibit
-------    -------
5          Opinion of counsel as to legality of registrant's common stock

23.1       Consent of Gerard A. Chamberlain, Esquire
           (included in Exhibit 5 hereto)

23.2       Consent of Ernst & Young LLP

24         Power of Attorney of Directors and Officers (included on the signature pages of  this
           registration statement)
-12-