As filed with the Securities and Exchange Commission on September 22, 2000
                           Registration Statement No.
         ===============================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                           BANCORP RHODE ISLAND, INC.
             (Exact name of registrant as specified in its charter)

                  Rhode Island                                   05-0509802
---------------------------------------------               --------------------
(State or other jurisdiction of incorporation               (I.R.S. Employer
or organization)                                            Identification No.)


One Turks Head Place, Providence, Rhode Island                     02903
----------------------------------------------              --------------------
(Address of Principal Executive Offices)                              (Zip Code)


          1996 Incentive and Nonqualified Stock Option Plan, as amended
                  Non-Employee Directors Stock Plan, as amended
    ------------------------------------------------------------------------
                            (Full title of the plans)


                          Merrill W. Sherman, President
                           Bancorp Rhode Island, Inc.
                              One Turks Head Place
                              Providence, RI 02903
                              --------------------
                     (Name and address of agent for service)

                                 (401) 456-5000
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                            Margaret D. Farrell, Esq.
                          Hinckley, Allen & Snyder LLP
                                1500 Fleet Center
                         Providence, Rhode Island 02903
                                 (401) 274-2000


<PAGE>

================================================================================
                        CALCULATION OF REGISTRATION FEE
================================================================================
Title of                      Proposed          Proposed
securities    Amount          maximum           maximum          Amount of
to be         to be           offering price    aggregate        registration
registered    registered (1)  per share(2)      offering price   fee
------------------------------------------------------------------------------
Common Stock  425,000         $13.6875          $5,817,188       $1,536
(par value
$0.01)
------------------------------------------------------------------------------


 (1)      Based solely on the number of shares of common stock,  par value $0.01
          per share, of Bancorp Rhode Island,  Inc. (the "Registrant")  reserved
          for  issuance  upon  exercise  of  options  granted  or to be  granted
          pursuant to the above named stock option plans (the  "Plans")  assumed
          by the registrant  pursuant to the  restructuring of Bank Rhode Island
          into a holding  company  structure.  In addition to such shares,  this
          Registration  Statement  covers  an  undetermined  number of shares of
          Common  Stock of the  Registrant  that,  by reason of  certain  events
          specified in the Plans,  may become  issuable upon exercise of options
          through the application of certain anti-dilution provisions.

(2)       Estimated  solely for the purpose of calculating the  registration fee
          in accordance  with Rule 457(h),  pursuant to which a total of 425,000
          shares of the  Registrant's  Common  Stock that may be  acquired  upon
          exercise of options  granted or to be granted are deemed to be offered
          at $12.1875  per share,  the average of the high and low prices of the
          Registrant's Common Stock as reported by The Nasdaq Stock Market(R) on
          September 15, 2000.


                                       2
<PAGE>


                                Explanatory Note

         This  Registration  Statement on Form S-8 relates to 425,000  shares of
the Registrant's  Common Stock, par value $0.01 per share ("Common Stock").  All
of the shares of Common Stock are issuable  pursuant to options  issued or to be
issued under the Plans.  Such Plans were assumed by the  Registrant  pursuant to
the Plan of Reorganization and Merger Agreement dated as of February 15, 2000 by
and among  Bank  Rhode  Island,  a stock  financial  institution  organized  and
existing  under the laws of the State of Rhode Island,  the  Registrant and BKRI
Interim Bank, a stock interim financial  institution organized under the laws of
the State of Rhode Island as a wholly-owned subsidiary of the Registrant.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information.

         Not required to be filed with the  Securities  and Exchange  Commission
(the "Commission").

Item 2.           Registrant Information and Employee Plan Annual Information.

         Not required to be filed with the Commission.

         Note: The documents containing the information specified in this Part I
will be sent or given to Plan participants as specified by Rule 428(b)(1).  Such
document  need  not be  filed  with  the  Commission  either  as  part  of  this
registration  statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These  documents and the documents  incorporated  by reference in this
registration  statement  pursuant  to  Item 3 of Part  II of  this  form,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act of 1933, as amended ("Securities Act").

                                       3
<PAGE>



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

         The  following  documents  and  information  heretofore  filed with the
Commission by the Registrant (File No.  001-16101) are incorporated by reference
in this registration statement:

         (1)      the description of the Registrant's  Common Stock contained in
                  the Registrant's Registration Statement filed under Section 12
                  of the Exchange Act on Form 8-A,  including all  amendments or
                  reports filed for the purpose of updating such description.

         (2)      the  Annual Report of Bank  Rhode  Island on Form 10-K for the
                  fiscal year ended December 31, 1999.

                           Note: The Registrant was incorporated in the State of
                  Rhode Island on March 8, 2000. On April 13, 2000, the Form S-4
                  Registration  Statement of the Registrant  (the  "Registration
                  Statement")  was  declared  effective  by the  Securities  and
                  Exchange  Commission.  On  September 1, 2000,  the  Registrant
                  consummated  of a Plan  of  Reorganization  and  Agreement  of
                  Merger,  dated  February  15, 2000  whereby  Bank Rhode Island
                  ("Bank  RI")  became  the   wholly-owned   subsidiary  of  the
                  Registrant (the  "Reorganization")  and all of the outstanding
                  shares of Bank RI Common  Stock and  Non-Voting  Common  Stock
                  were converted into and exchanged for, on a one-for-one basis,
                  shares  of  the  Registrant.  Until  the  consummation  of the
                  Reorganization,  the Registrant  had no significant  assets or
                  liabilities.  Accordingly,  no separate financial  information
                  regarding the Registrant  has been filed with the  Commission.
                  In  its  place,   the  Registrant   has  presented   financial
                  information regarding Bank RI as set forth in Bank RI's Annual
                  Report  on  Form  10-K  as  filed  with  the  Federal  Deposit
                  Insurance  Corporation and  incorporated by reference into the
                  Registrant's Registration Statement.

          (3)     the  Registrant's  Quarterly  Reports  on Form  10-Q for the
                  quarters ended March 31, 2000 and June 30, 2000.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14 and 15(d) of the  Exchange Act after the end of the fiscal year ended
December  31, 1999 and prior to the date of the  termination  of the offering of
the Common Stock offered hereby shall be deemed to be  incorporated by reference
into this registration statement and to be a part hereof from the date of filing
of such documents.  Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference  herein shall be deemed to be modified
or superseded for purposes of this  registration  statement to the extent that a
statement  contained  herein  or in any  document  which is or is  deemed  to be
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.

                                      II-1
<PAGE>

         The  Registrant  will provide  without  charge to each person to whom a
Prospectus is delivered,  upon request of any such person,  a copy of any or all
of the foregoing documents incorporated herein by reference (other than exhibits
to such documents). Written requests should be directed to Albert R. Rietheimer,
Chief Financial Officer,  Bank Rhode Island,  One Turks Head Place,  Providence,
Rhode Island 02903. Telephone requests may be directed to (401) 456-5015.

Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

         Certain legal matters in connection  with the validity of the shares of
Common  Stock  offered  hereby  have  been  passed  upon for the  Registrant  by
Hinckley, Allen & Snyder LLP, 1500 Fleet Center, Providence, Rhode Island 02903.
Margaret D. Farrell, a partner of Hinckley, Allen & Snyder LLP, is the Secretary
of the Registrant and a member of the Registrant's Board of Directors.

Item 6.           Indemnification of Directors and Officers.

         Item 20.  "Indemnification of Directors and Officers" of Part II of the
Registration  Statement,  including  all  amendments  or  reports  filed for the
purpose of updating such  information,  is hereby  incorporated  by reference in
this registration statement.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

         Exhibit No.        Description

         5                  Opinion of Hinckley, Allen & Snyder LLP


         23.1               Consent of KPMG LLP


         23.2               Consent of Hinckley, Allen & Snyder LLP
                            (contained in their opinion filed as Exhibit 5)

         24                 Power of Attorney (included on signature page of
                            this Registration Statement)


Item 9.           Undertakings.

                                      II-2
<PAGE>

1.   Rule 415 offering. The undersigned Registrant hereby undertakes:

          a.   To file,  during  any  period in which  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;

               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; and

               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  15(d)  of the
                    Exchange  Act  that are  incorporated  by  reference  in the
                    registration statement.

         b.       That,  for the  purpose  of  determining  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.

         c.       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.

2.   Filings incorporating  subsequent Exchange Act documents by reference.  The
     undersigned  Registrant hereby undertakes that, for purposes of determining
     any liability  under the  Securities  Act, each filing of the  Registrant's
     annual report  pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
     where  applicable,  each filing of an employee benefit plan's annual report
     pursuant to Section  15(d) of the  Exchange  Act) that is  incorporated  by
     reference  in  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.

3.   Incorporated  annual and  quarterly  reports.  The  undersigned  registrant
     hereby  undertakes to deliver or cause to be delivered with the prospectus,
     to each person to whom the  prospectus is sent or given,  the latest annual
     report  to  security  holders  that is  incorporated  by  reference  in the
     prospectus and furnished  pursuant to and meeting the  requirements of Rule

                                      II-3
<PAGE>

     14a-3 or Rule 14c-3 under the Securities  Exchange Act of 1934;  and, where
     interim  financial  information  required to be  presented  by Article 3 of
     Regulation S-X is not set forth in the prospectus,  to deliver, or cause to
     be delivered to each person to whom the  prospectus  is sent or given,  the
     latest quarterly  report that is specifically  incorporated by reference in
     the prospectus to provide such interim financial information.

4.   Filing  of  registration  on  Form  S-8.  Insofar  as  indemnification  for
     liabilities arising under the Securities Act 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 Commission such indemnification is against public policy
     as expressed in the Securities Act and is, therefore, unenforceable. In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the Registrant for 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 such  indemnification  by it is against
     public  policy as expressed in the  Securities  Act and will be governed by
     the final adjudication of such issue.

                                      II-4
<PAGE>



                        SIGNATURES AND POWER OF ATTORNEY

         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 Providence, State of Rhode Island, on the 19th day of
September, 2000.


                                  BANCORP RHODE ISLAND, INC.


                                  By:  /s/ Merrill W. Sherman
                                       ---------------------------
                                           Merrill W. Sherman
                                           President and Chief Executive Officer

         We, the  undersigned  officers and  directors of Bancorp  Rhode Island,
Inc., in the City of Providence,  Rhode Island hereby  severally  constitute and
appoint  Merrill  W.  Sherman  and  Albert  R.  Rietheimer  our true and  lawful
attorneys with full power of substitution  together, and each of them singly, to
sign for us and in our names in the capacities indicated below, the Registration
Statement  on  Form  S-8  filed  herewith  and any  and  all  pre-effective  and
post-effective  amendments to said Registration  Statement,  and generally to do
all such things in our names and on our behalf in our capacities as officers and
directors to enable Bancorp Rhode Island,  Inc. to comply with the provisions of
the Securities Act of 1933, as amended,  and all  requirements of the Securities
and Exchange Commission,  hereby ratifying and confirming our signatures as they
may be signed by our said  attorneys,  or any one of them, to said  Registration
Statement and all amendments thereto.


         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the dates indicated:

          Signature                    Title                             Date



/s/ Merrill W. Sherman        President and Chief Executive Officer;     9/19/00
-----------------------       Director
Merrill W. Sherman



/s/ Albert R. Rietheimer      Chief Financial Officer and                9/19/00
-------------------           Treasurer
Albert R. Rietheimer          (Principal Financial and
                              Accounting Officer)



/s/ Anthony F. Andrade        Director                                   9/19/00
----------------------
Anthony F. Andrade

<PAGE>

/s/ John R. Berger            Director                                   9/19/00
-------------------
John R. Berger



/s/ Malcolm G. Chace          Director                                   9/19/00
----------------------
Malcolm G. Chace



/s/ Ernest J. Chornyei, Jr.   Director                                   9/19/00
--------------------------
Ernest J. Chornyei, Jr.



/s/ Karl F. Ericson           Director                                   9/19/00
-------------------
Karl F. Ericson



/s/ Margaret D. Farrell       Director                                   9/19/00
----------------------
Margaret D. Farrell



/s/ Mark R. Feinstein          Director                                  9/19/00
--------------------------
Mark R. Feinstein



/s/ Donald J. Reaves          Director                                   9/19/00
--------------------------
Donald J. Reaves



                              Director
--------------------------
Frederick James Hodges, Jr.



/s/ Cheryl L. Watkins         Director                                   9/19/00
--------------------------
Cheryl L. Watkins



/s/ John A. Yena              Director                                   9/19/00
--------------------------
John A. Yena





<PAGE>



                                  EXHIBIT INDEX



EXHIBIT
NUMBER               EXHIBIT


5                    Opinion of Hinckley, Allen &
                     Snyder LLP

23.1                 Consent of KPMG LLP

23.2                 Consent of Hinckley, Allen &
                     Snyder LLP (contained in their
                     opinion filed as Exhibit 5)

24                   Power of Attorney
                     (included on signature page
                     of Registration Statement)

<PAGE>


                                                                       Exhibit 5

                                                  1500 FLEET CENTER
                                                  PROVIDENCE, RHODE ISLAND 02903
                                                  (401) 274-2000
                                                  FAX (401) 277-9600
HINCKLEY, ALLEN & SNYDER  LLP
Attorneys at Law


                                                              September 20, 2000

Bancorp Rhode Island, Inc.
One Turks Head Place
Providence, RI 02903


RE: Registration Statement on Form S-8 for 1996 Incentive and Nonqualified Stock
    ----------------------------------------------------------------------------
    Option Plan, as amended and Non-Employee Directors Stock Plan, as amended
    -------------------------------------------------------------------------


Ladies and Gentlemen:

         We have acted as counsel to Bancorp Rhode Island,  Inc., a Rhode Island
corporation (the "Company"), in connection with the filing by the Company of the
Registration  Statement  on Form S-8  (the  "Registration  Statement")  with the
Securities and Exchange Commission relating to Four Hundred Twenty-Five Thousand
(425,000)  shares of the Company's  common stock, par value $0.01 per share (the
"Common  Stock"),  issuable under the Company's 1996 Incentive and  Nonqualified
Stock Option Plan, as amended and the  Company's  Non-Employee  Directors  Stock
Plan, as amended (the "Plans").

         In  connection  with  this  opinion,  we have  examined  the  Company's
Articles  of  Incorporation,  the  by-laws  of  the  Company,  the  Registration
Statement,  corporate proceedings of the Company relating to the issuance of the
Common  Stock,  the Plans and such other  instruments  and  documents as we have
deemed relevant under the circumstances.

         In making the aforesaid examination, we have assumed the genuineness of
all signatures and the conformity to original  documents of all copies furnished
to us as original or photostatic copies.

         Based upon and subject to the foregoing, we are of the opinion that the
Common  Stock which may be issued under the Plans has been duly  authorized  and
when issued in  accordance  with the terms of the Plans will be validly  issued,
fully paid and non-assessable.

         We hereby  consent to the use of our  opinion as herein set forth as an
exhibit  to the  Registration  Statement.  This  opinion is  rendered  to you in
connection with the  Registration  Statement,  and except as consented to in the
preceding  sentence,  may not be relied upon or furnished to any other person in
any context.  In giving such consent, we do not thereby admit that we are within
the  category  of persons  whose  consent  is  required  under  Section 7 of the
Securities  Act of 1933 or the  rules  and  regulations  of the  Securities  and
Exchange Commission thereunder.

                                          Very truly yours,

                                          /s/ Hinckley, Allen & Snyder LLP
<PAGE>

                                                                    Exhibit 23.1

The Board of Directors and Stockholders
Bancorp Rhode Island, Inc.

We consent to incorporation  by reference in the registration  statement on Form
S-8 of Bancorp Rhode Island, Inc. of our report dated January 19, 2000, relating
to the  consolidated  balance sheets of Bank Rhode Island and subsidiaries as of
December  31,  1999,  and the related  consolidated  statements  of  operations,
changes  in  shareholders'  equity  and cash  flows for each of the years in the
three-year  period ended  December 31, 1999,  which report appears in the Annual
Report on Form 10-K of Bank Rhode Island.

/s/ KPMG LLP

Boston, Massachusetts
September 20, 2000
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 25208}]
{"company-data": {"conformed-name": "BANCORP RHODE ISLAND INC", "cik": "0001109525", "assigned-sic": "6021", "irs-number": "05-050980"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46438", "film-number": "727409"}, "business-address": {"street1": "ONE TURKS HEAD PLACE", "city": "PROVIDENCE", "state": "RI", "zip": "02903", "phone": "4014565015"}, "mail-address": {"street1": "ONE TURKS HEAD PLACE", "city": "PROVIDENCE", "state": "RI", "zip": "02903"}}
As filed with the Securities and Exchange Commission on September 22, 2000
                           Registration Statement No.
         ===============================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           BANCORP RHODE ISLAND, INC.
             (Exact name of registrant as specified in its charter)

                  Rhode Island                                   05-0509802
---------------------------------------------               --------------------
(State or other jurisdiction of incorporation               (I.R.S. Employer
or organization)                                            Identification No.)

One Turks Head Place, Providence, Rhode Island                     02903
----------------------------------------------              --------------------
(Address of Principal Executive Offices)                              (Zip Code)

          1996 Incentive and Nonqualified Stock Option Plan, as amended
                  Non-Employee Directors Stock Plan, as amended
    ------------------------------------------------------------------------
                            (Full title of the plans)

                          Merrill W. Sherman, President
                           Bancorp Rhode Island, Inc.
                              One Turks Head Place
                              Providence, RI 02903
                              --------------------
                     (Name and address of agent for service)

                                 (401) 456-5000
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                            Margaret D. Farrell, Esq.
                          Hinckley, Allen & Snyder LLP
                                1500 Fleet Center
                         Providence, Rhode Island 02903
                                 (401) 274-2000
================================================================================
                        CALCULATION OF REGISTRATION FEE
================================================================================
Title of                      Proposed          Proposed
securities    Amount          maximum           maximum          Amount of
to be         to be           offering price    aggregate        registration
registered    registered (1)  per share(2)      offering price   fee
------------------------------------------------------------------------------
Common Stock  425,000         $13.6875          $5,817,188       $1,536
(par value
$0.01)
------------------------------------------------------------------------------

 (1)      Based solely on the number of shares of common stock,  par value $0.01
          per share, of Bancorp Rhode Island,  Inc. (the "Registrant")  reserved
          for  issuance  upon  exercise  of  options  granted  or to be  granted
          pursuant to the above named stock option plans (the  "Plans")  assumed
          by the registrant  pursuant to the  restructuring of Bank Rhode Island
          into a holding  company  structure.  In addition to such shares,  this
          Registration  Statement  covers  an  undetermined  number of shares of
          Common  Stock of the  Registrant  that,  by reason of  certain  events
          specified in the Plans,  may become  issuable upon exercise of options
          through the application of certain anti-dilution provisions.

(2)       Estimated  solely for the purpose of calculating the  registration fee
          in accordance  with Rule 457(h),  pursuant to which a total of 425,000
          shares of the  Registrant's  Common  Stock that may be  acquired  upon
          exercise of options  granted or to be granted are deemed to be offered
          at $12.1875  per share,  the average of the high and low prices of the
          Registrant's Common Stock as reported by The Nasdaq Stock Market(R) on
          September 15, 2000.

                                       2
Explanatory Note

         This  Registration  Statement on Form S-8 relates to 425,000  shares of
the Registrant's  Common Stock, par value $0.01 per share ("Common Stock").  All
of the shares of Common Stock are issuable  pursuant to options  issued or to be
issued under the Plans.  Such Plans were assumed by the  Registrant  pursuant to
the Plan of Reorganization and Merger Agreement dated as of February 15, 2000 by
and among  Bank  Rhode  Island,  a stock  financial  institution  organized  and
existing  under the laws of the State of Rhode Island,  the  Registrant and BKRI
Interim Bank, a stock interim financial  institution organized under the laws of
the State of Rhode Island as a wholly-owned subsidiary of the Registrant.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information.

         Not required to be filed with the  Securities  and Exchange  Commission
(the "Commission").

Item 2.           Registrant Information and Employee Plan Annual Information.

         Not required to be filed with the Commission.

         Note: The documents containing the information specified in this Part I
will be sent or given to Plan participants as specified by Rule 428(b)(1).  Such
document  need  not be  filed  with  the  Commission  either  as  part  of  this
registration  statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These  documents and the documents  incorporated  by reference in this
registration  statement  pursuant  to  Item 3 of Part  II of  this  form,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act of 1933, as amended ("Securities Act").

                                       3
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

         The  following  documents  and  information  heretofore  filed with the
Commission by the Registrant (File No.  001-16101) are incorporated by reference
in this registration statement:

         (1)      the description of the Registrant's  Common Stock contained in
                  the Registrant's Registration Statement filed under Section 12
                  of the Exchange Act on Form 8-A,  including all  amendments or
                  reports filed for the purpose of updating such description.

         (2)      the  Annual Report of Bank  Rhode  Island on Form 10-K for the
                  fiscal year ended December 31, 1999.

                           Note: The Registrant was incorporated in the State of
                  Rhode Island on March 8, 2000. On April 13, 2000, the Form S-4
                  Registration  Statement of the Registrant  (the  "Registration
                  Statement")  was  declared  effective  by the  Securities  and
                  Exchange  Commission.  On  September 1, 2000,  the  Registrant
                  consummated  of a Plan  of  Reorganization  and  Agreement  of
                  Merger,  dated  February  15, 2000  whereby  Bank Rhode Island
                  ("Bank  RI")  became  the   wholly-owned   subsidiary  of  the
                  Registrant (the  "Reorganization")  and all of the outstanding
                  shares of Bank RI Common  Stock and  Non-Voting  Common  Stock
                  were converted into and exchanged for, on a one-for-one basis,
                  shares  of  the  Registrant.  Until  the  consummation  of the
                  Reorganization,  the Registrant  had no significant  assets or
                  liabilities.  Accordingly,  no separate financial  information
                  regarding the Registrant  has been filed with the  Commission.
                  In  its  place,   the  Registrant   has  presented   financial
                  information regarding Bank RI as set forth in Bank RI's Annual
                  Report  on  Form  10-K  as  filed  with  the  Federal  Deposit
                  Insurance  Corporation and  incorporated by reference into the
                  Registrant's Registration Statement.

          (3)     the  Registrant's  Quarterly  Reports  on Form  10-Q for the
                  quarters ended March 31, 2000 and June 30, 2000.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14 and 15(d) of the  Exchange Act after the end of the fiscal year ended
December  31, 1999 and prior to the date of the  termination  of the offering of
the Common Stock offered hereby shall be deemed to be  incorporated by reference
into this registration statement and to be a part hereof from the date of filing
of such documents.  Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference  herein shall be deemed to be modified
or superseded for purposes of this  registration  statement to the extent that a
statement  contained  herein  or in any  document  which is or is  deemed  to be
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.

                                      II-1
The  Registrant  will provide  without  charge to each person to whom a
Prospectus is delivered,  upon request of any such person,  a copy of any or all
of the foregoing documents incorporated herein by reference (other than exhibits
to such documents). Written requests should be directed to Albert R. Rietheimer,
Chief Financial Officer,  Bank Rhode Island,  One Turks Head Place,  Providence,
Rhode Island 02903. Telephone requests may be directed to (401) 456-5015.

Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

         Certain legal matters in connection  with the validity of the shares of
Common  Stock  offered  hereby  have  been  passed  upon for the  Registrant  by
Hinckley, Allen & Snyder LLP, 1500 Fleet Center, Providence, Rhode Island 02903.
Margaret D. Farrell, a partner of Hinckley, Allen & Snyder LLP, is the Secretary
of the Registrant and a member of the Registrant's Board of Directors.

Item 6.           Indemnification of Directors and Officers.

         Item 20.  "Indemnification of Directors and Officers" of Part II of the
Registration  Statement,  including  all  amendments  or  reports  filed for the
purpose of updating such  information,  is hereby  incorporated  by reference in
this registration statement.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

         Exhibit No.        Description

         5                  Opinion of Hinckley, Allen & Snyder LLP

         23.1               Consent of KPMG LLP

         23.2               Consent of Hinckley, Allen & Snyder LLP
                            (contained in their opinion filed as Exhibit 5)

         24                 Power of Attorney (included on signature page of
                            this Registration Statement)

Item 9.           Undertakings.

                                      II-2
1.   Rule 415 offering. The undersigned Registrant hereby undertakes:

          a.   To file,  during  any  period in which  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;

               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; and

               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  15(d)  of the
                    Exchange  Act  that are  incorporated  by  reference  in the
                    registration statement.

         b.       That,  for the  purpose  of  determining  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.

         c.       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.

2.   Filings incorporating  subsequent Exchange Act documents by reference.  The
     undersigned  Registrant hereby undertakes that, for purposes of determining
     any liability  under the  Securities  Act, each filing of the  Registrant's
     annual report  pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
     where  applicable,  each filing of an employee benefit plan's annual report
     pursuant to Section  15(d) of the  Exchange  Act) that is  incorporated  by
     reference  in  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.

3.   Incorporated  annual and  quarterly  reports.  The  undersigned  registrant
     hereby  undertakes to deliver or cause to be delivered with the prospectus,
     to each person to whom the  prospectus is sent or given,  the latest annual
     report  to  security  holders  that is  incorporated  by  reference  in the
     prospectus and furnished  pursuant to and meeting the  requirements of Rule

                                      II-3
14a-3 or Rule 14c-3 under the Securities  Exchange Act of 1934;  and, where
     interim  financial  information  required to be  presented  by Article 3 of
     Regulation S-X is not set forth in the prospectus,  to deliver, or cause to
     be delivered to each person to whom the  prospectus  is sent or given,  the
     latest quarterly  report that is specifically  incorporated by reference in
     the prospectus to provide such interim financial information.

4.   Filing  of  registration  on  Form  S-8.  Insofar  as  indemnification  for
     liabilities arising under the Securities Act 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 Commission such indemnification is against public policy
     as expressed in the Securities Act and is, therefore, unenforceable. In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the Registrant for 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 such  indemnification  by it is against
     public  policy as expressed in the  Securities  Act and will be governed by
     the final adjudication of such issue.

                                      II-4
SIGNATURES AND POWER OF ATTORNEY

         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 Providence, State of Rhode Island, on the 19th day of
September, 2000.

                                  BANCORP RHODE ISLAND, INC.

                                  By:  /s/ Merrill W. Sherman
                                       ---------------------------
                                           Merrill W. Sherman
                                           President and Chief Executive Officer

         We, the  undersigned  officers and  directors of Bancorp  Rhode Island,
Inc., in the City of Providence,  Rhode Island hereby  severally  constitute and
appoint  Merrill  W.  Sherman  and  Albert  R.  Rietheimer  our true and  lawful
attorneys with full power of substitution  together, and each of them singly, to
sign for us and in our names in the capacities indicated below, the Registration
Statement  on  Form  S-8  filed  herewith  and any  and  all  pre-effective  and
post-effective  amendments to said Registration  Statement,  and generally to do
all such things in our names and on our behalf in our capacities as officers and
directors to enable Bancorp Rhode Island,  Inc. to comply with the provisions of
the Securities Act of 1933, as amended,  and all  requirements of the Securities
and Exchange Commission,  hereby ratifying and confirming our signatures as they
may be signed by our said  attorneys,  or any one of them, to said  Registration
Statement and all amendments thereto.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the dates indicated:

          Signature                    Title                             Date

/s/ Merrill W. Sherman        President and Chief Executive Officer;     9/19/00
-----------------------       Director
Merrill W. Sherman

/s/ Albert R. Rietheimer      Chief Financial Officer and                9/19/00
-------------------           Treasurer
Albert R. Rietheimer          (Principal Financial and
                              Accounting Officer)

/s/ Anthony F. Andrade        Director                                   9/19/00
----------------------
Anthony F. Andrade
/s/ John R. Berger            Director                                   9/19/00
-------------------
John R. Berger

/s/ Malcolm G. Chace          Director                                   9/19/00
----------------------
Malcolm G. Chace

/s/ Ernest J. Chornyei, Jr.   Director                                   9/19/00
--------------------------
Ernest J. Chornyei, Jr.

/s/ Karl F. Ericson           Director                                   9/19/00
-------------------
Karl F. Ericson

/s/ Margaret D. Farrell       Director                                   9/19/00
----------------------
Margaret D. Farrell

/s/ Mark R. Feinstein          Director                                  9/19/00
--------------------------
Mark R. Feinstein

/s/ Donald J. Reaves          Director                                   9/19/00
--------------------------
Donald J. Reaves

                              Director
--------------------------
Frederick James Hodges, Jr.

/s/ Cheryl L. Watkins         Director                                   9/19/00
--------------------------
Cheryl L. Watkins

/s/ John A. Yena              Director                                   9/19/00
--------------------------
John A. Yena
EXHIBIT INDEX

EXHIBIT
NUMBER               EXHIBIT

5                    Opinion of Hinckley, Allen &
                     Snyder LLP

23.1                 Consent of KPMG LLP

23.2                 Consent of Hinckley, Allen &
                     Snyder LLP (contained in their
                     opinion filed as Exhibit 5)

24                   Power of Attorney
                     (included on signature page
                     of Registration Statement)
Exhibit 5

                                                  1500 FLEET CENTER
                                                  PROVIDENCE, RHODE ISLAND 02903
                                                  (401) 274-2000
                                                  FAX (401) 277-9600
HINCKLEY, ALLEN & SNYDER  LLP
Attorneys at Law

                                                              September 20, 2000

Bancorp Rhode Island, Inc.
One Turks Head Place
Providence, RI 02903

RE: Registration Statement on Form S-8 for 1996 Incentive and Nonqualified Stock
    ----------------------------------------------------------------------------
    Option Plan, as amended and Non-Employee Directors Stock Plan, as amended
    -------------------------------------------------------------------------

Ladies and Gentlemen:

         We have acted as counsel to Bancorp Rhode Island,  Inc., a Rhode Island
corporation (the "Company"), in connection with the filing by the Company of the
Registration  Statement  on Form S-8  (the  "Registration  Statement")  with the
Securities and Exchange Commission relating to Four Hundred Twenty-Five Thousand
(425,000)  shares of the Company's  common stock, par value $0.01 per share (the
"Common  Stock"),  issuable under the Company's 1996 Incentive and  Nonqualified
Stock Option Plan, as amended and the  Company's  Non-Employee  Directors  Stock
Plan, as amended (the "Plans").

         In  connection  with  this  opinion,  we have  examined  the  Company's
Articles  of  Incorporation,  the  by-laws  of  the  Company,  the  Registration
Statement,  corporate proceedings of the Company relating to the issuance of the
Common  Stock,  the Plans and such other  instruments  and  documents as we have
deemed relevant under the circumstances.

         In making the aforesaid examination, we have assumed the genuineness of
all signatures and the conformity to original  documents of all copies furnished
to us as original or photostatic copies.

         Based upon and subject to the foregoing, we are of the opinion that the
Common  Stock which may be issued under the Plans has been duly  authorized  and
when issued in  accordance  with the terms of the Plans will be validly  issued,
fully paid and non-assessable.

         We hereby  consent to the use of our  opinion as herein set forth as an
exhibit  to the  Registration  Statement.  This  opinion is  rendered  to you in
connection with the  Registration  Statement,  and except as consented to in the
preceding  sentence,  may not be relied upon or furnished to any other person in
any context.  In giving such consent, we do not thereby admit that we are within
the  category  of persons  whose  consent  is  required  under  Section 7 of the
Securities  Act of 1933 or the  rules  and  regulations  of the  Securities  and
Exchange Commission thereunder.

                                          Very truly yours,

                                          /s/ Hinckley, Allen & Snyder LLP
Exhibit 23.1

The Board of Directors and Stockholders
Bancorp Rhode Island, Inc.

We consent to incorporation  by reference in the registration  statement on Form
S-8 of Bancorp Rhode Island, Inc. of our report dated January 19, 2000, relating
to the  consolidated  balance sheets of Bank Rhode Island and subsidiaries as of
December  31,  1999,  and the related  consolidated  statements  of  operations,
changes  in  shareholders'  equity  and cash  flows for each of the years in the
three-year  period ended  December 31, 1999,  which report appears in the Annual
Report on Form 10-K of Bank Rhode Island.

/s/ KPMG LLP

Boston, Massachusetts
September 20, 2000