As filed with the Securities and Exchange Commission on February 12,  1999
                       Registration Statement No.:


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

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act Of 1933
                              --------------------

                         WASHINGTON TRUST BANCORP, INC.

             (Exact name of Registrant as specified in its Charter)

         Rhode Island                                    05-0404671
(State or other Jurisdiction                (I.R.S. Employer Identification No.)
of Incorporation or Organization)               

                   23 Broad Street Westerly, Rhode Island 02891          
                               (401) 348-1200
              (Address of Registrant's principal executive offices)


                          THE WASHINGTON TRUST COMPANY
                     NONQUALIFIED DEFERRED COMPENSATION PLAN
                            (Full title of the Plan)
                      -----------------------------------

                                 John C. Warren
                      President and Chief Executive Officer
                         WASHINGTON TRUST BANCORP, INC.
                                 23 Broad Street
                          Westerly, Rhode Island 02891
                                 (401) 348-1200

            (Name, address, including zip code, and telephone number,
                   including area code, of Agent for Service)

                                    Copy to:

                             Gregory J. Lyons, Esq.
                           Goodwin, Procter & Hoar LLP
                                 Exchange Place
                                Boston, MA 02109
                                 (617) 570-1329
                              -------------------


<PAGE>


                     CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
---------------------- ------------------- --------------------------- -------------------------- -------------------

 Title of Securities      Amount to be     Proposed Maximum Offering       Proposed Maximum           Amount of
  to be Registered       Registered (1)        Price Per Share(2)         Aggregate Offering       Registration Fee
                                                                              Price(2)(3)
---------------------- ------------------- --------------------------- -------------------------- -------------------
<S>                        <C>                      <C>                       <C>                      <C>    
Common Stock, $0.0625
par value                  25,000 shares            $19.2815                    $482,037.50  
                                       
Deferred
Compensation
Obligations                                                                   $1,500,000.00
                                                                            ----------------
                                                                              $1,982,038.50            $551.01            
---------------------- ------------------- --------------------------- -------------------------- -------------------
<FN>
(1)    Plus such additional  number of shares as may be required pursuant to The
       Washington Trust Company  Nonqualified  Deferred  Compensation  Plan (the
       "Plan") as  described  herein in the event of a stock  dividend,  reverse
       stock split, split-up, recapitalization or other similar event.

(2)    This  estimate  is  made  pursuant  to Rule  457(c)  and  (h)  under  the
       Securities Act of 1933, as amended, solely for the purpose of determining
       the amount of the  registration  fee on February 8, 1999,  utilizing  the
       average of the high and low sale prices  reported on the Nasdaq  National
       Market System on that date.

(3)    This estimate is made pursuant to Rule 457(h) under  the  Securities  Act
       of 1933, as amended,  based on the estimated amount of compensation being
       deferred under the Plan.
</FN>
</TABLE>

This Registration  Statement,  including exhibits (See Exhibit Index on Page 3),
consists of 67 pages.


<PAGE>


                                      PART I

               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in the requirements of Part I
are not required to be filed with the Securities and Exchange Commission as part
of this Registration Statement on Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

Incorporated  by  reference in this  Registration  Statement  are the  documents
listed in (a) through (c) below,  which have previously been filed by Washington
Trust  Bancorp,  Inc.  (the  "Registrant")  with  the  Securities  and  Exchange
Commission (the "Commission")  pursuant to the Securities  Exchange Act of 1934,
as amended (the "Exchange Act"):

        (a)    The  Registrant's  Annual Report on Form 10-K for the fiscal year
               ended  December 31, 1997,  filed with the Commission on March 18,
               1998,  pursuant to the Exchange Act; and the Registrant's  Annual
               Report on Form  10-K/A for the fiscal  year  ended  December  31,
               1997,  filed with the  Commission on March 30, 1998,  pursuant to
               the Exchange Act.

        (b)    The  Registrant's  (i)  Quarterly  Report  on Form  10-Q  for the
               quarter  ended  March  31,  1998,  filed  on May 15,  1998;  (ii)
               Quarterly  Report on Form  10-Q for the  quarter  ended  June 30,
               1998,  filed on August 14, 1998;  (iii) Quarterly  Report on Form
               10-Q for the quarter ended September 30, 1998,  filed on November
               13,  1998;  (iv)  Current  Report on Form 8-K filed on January 2,
               1998;  and (v) Current Report on Form 8-K filed on June 19, 1998,
               each of which has been filed with the Commission  pursuant to the
               Exchange Act.

        (c)    The description of the Registrant's  Common Stock is contained in
               the  Registrant's  Registration  Statement  filed pursuant to the
               Exchange Act,  including any amendments and reports filed for the
               purpose of updating such description.

In addition,  all documents  subsequently  filed by the Company or the Plan with
the  Commission  pursuant to Section 13(a),  13(c),  14 or 15(d) of the Exchange
Act, prior to the filing of a post-effective  amendment which indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be part  thereof from the date of filing of such
documents.

Any statement contained 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 other subsequently filed document which also is incorporated or deemed to
be incorporated by reference  herein modifies or superseded such statement.  Any
such  statement  so modified  or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Registration Statement.


<PAGE>


 
Item 4. Description of Securities.

The securities being registered represent obligations (the "Obligations") of the
Registrant  to pay to  directors  of the  Bancorp  and of the  Washington  Trust
Company (the "Company"), a direct wholly-owned subsidiary of the Registrant, and
to certain designated Company employees, upon their retirement or the occurrence
of certain triggering events, compensation the receipt of which the participants
have  elected to defer.  The  Obligations  may also  represent  amounts that the
Registrant  has  elected to credit to a  participant's  account  under the Plan.
Amounts credited to a participant's  account are credited with earnings based on
a notional investment  measurement,  which may be shares of mutual funds, a fund
consisting  primarily of shares of the Registrant's  Common Stock or certificate
of deposit  offered by the Company.  The  Obligations  are payable in cash or in
shares of the  Registrant's  Common Stock upon retirement or the occurrence of a
specified triggering event in a lump sum distribution or in installments, at the
election  of the  participant  made in  accordance  with the  Plan.  There is no
trading market for the Obligations.

The  Obligations  are unsecured  general  obligations of the Registrant and rank
pari  passu  with  other  unsecured  and  unsubordinated   indebtedness  of  the
Registrant.  The  Obligations  are not  subject in any  manner to  anticipation,
alienation,  sale,  transfer,  assignment,  pledge,  encumbrance,  attachment or
garnishment.  Any attempt by any person to transfer or assign benefits under the
Plan  other  than  a  claim  for  benefits  by  a  participant  or  his  or  her
beneficiary(ies), will be null and void.

The Obligations  are not convertible  into any other security of the Registrant.
No trustee has been appointed to take action with respect to the Obligations and
each participant in the Plan will be responsible for enforcing his or own rights
with respect to the Obligations.  The Company has established a "rabbi trust" to
serve  as a  source  of  funds  from  which  it  can  satisfy  the  Obligations.
Participants  in the Plan will have no  rights to any  assets  held by the rabbi
trust, except as general creditors of the Registrant and the Company.  Assets of
the  rabbi  trust  will at all times be  subject  to the  claims of the  general
creditors of the Registrant and the Company.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Directors and Officers.

The Registrant is a publicly-owned,  registered bank holding company,  organized
in 1984  under the laws of the State of Rhode  Island,  whose  subsidiaries  are
permitted  to engage in banking and other  financial  services  and  businesses.
Rhode Island General Laws Section  7-1.1-4.1,  as amended (the "Law"),  provides
that a  corporation  generally has the power to indemnify  directors,  officers,
employees  and agents  against  judgments,  penalties,  fines,  settlements  and
reasonable expenses,  including attorneys' fees, actually incurred in connection
with any  threatened,  pending or  contemplated  action,  suit,  or  proceeding,
whether  civil,  criminal,   administrative  or  investigative,  to  which  such
director,  officer,  employee  or agent  may be a party by reason of his being a
director,  officer,  employee or agent,  provided that such  director,  officer,
employee  or agent  shall have  acted in good  faith and shall  have  reasonably
believed  (a) in the case of conduct in his or her  official  capacity  with the
corporation,  that his or her conduct was in the  corporation's  best interests,
(b) in all other cases,  that his or her conduct was at least not opposed to its
best interests, and (c) in the case of any criminal proceeding, he or she had no
reasonable cause to believe his or her conduct was unlawful.


<PAGE>

The  Registrant's  By-Laws provide for  indemnification  to the extent permitted
under the Law.  Specifically,  the Registrant's By-Laws provide that such rights
to  indemnification  are contract  rights and that the  expenses  incurred by an
indemnified  person  shall  be paid in  advance  of a final  disposition  of any
proceeding;  provided,  however,  that if required  under  applicable  law, such
person delivers a written  affirmation that such person has met the standards of
care  required  under such  provisions to be entitled to  indemnification.  With
respect to possible  indemnification  of  directors,  officers  and  controlling
person of the Registrant for  liabilities  arising under the Securities  Act, as
amended,  pursuant  to  such  provisions,  the  Registrant  is  aware  that  the
Commission has publicly taken the position that such  indemnification is against
public policy as expressed in Securities Act and is, therefore unenforceable.

Item 7. Exemption From Registration Claimed.

        Not applicable.

Item 8. Exhibits.
        The exhibits  listed below  represent a complete list of exhibits
        filed or incorporated  by reference as part of this  Registration
        Statement.

        4.1 Restated Articles of Incorporation of the Registrant.*

        4.2 Amendment to Restated Articles of Incorporation of the Registrant.**

        4.3 Amended and Restated By-Laws of the Registrant.***

        4.4 The Registrant's Amended and Restated Plan.

        5.1 Legal opinion from Goodwin, Procter and Hoar LLP.

        15.1 Letter regarding unaudited  financial  information from KPMG
             LLP, as independent auditors.

        23.1 Consent of KPMG LLP, as independent auditors.

        23.2 Consent of Goodwin, Procter and Hoar LLP (contained in the opinion
             filed as Exhibit 5.1 to this  Registration Statement).

        24.1 Power of attorney  (included in the  signatory  page to this
             Registration Statement).
-------------------------

     *     Filed with the Commission  pursuant to the Exchange Act as Exhibit 3.
           (i) to the  Registrant's  Annual  Report on Form 10-K for the  fiscal
           year ended December 31, 1994, and is incorporated herein by reference
           thereto.

    **     Filed with the Commission pursuant to the Exchange Act as Exhibit 3.i
           to the  Registrant's  Quarterly Report on Form 10-Q for the quarterly
           period ended June 30, 1997, and is  incorporated  herein by reference
           thereto.

   ***     Filed with the Commission pursuant to the Exchange Act as Exhibit 3.c
           to the  Registrant's  Annual  Report on Form 10-K for the fiscal year
           ended  December 31,  1997,  and is  incorporated  herein by reference
           thereto.


<PAGE>


Item 9. Undertakings

(a)    The undersigned Registrant hereby undertakes:

  (1)     To file, during any period in which offers or sales are being made, a 
          post-effective amendment to the 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. 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 20% change in the maximum  aggregate offering price set forth in
           the "Calculation of Registration Fee" table in the effective
           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)
    of this Item 9 do not  apply if the  information  required  to be
    included in a  post-effective  amendment by those  paragraphs  is
    contained  in periodic  reports  filed with or  furnished  to the
    Commission by the  Registrant  pursuant to Section 13 or 15(d) of
    the  Exchange  Act  that are  incorporated  by  reference  in the
    Registration Statement.

  (2)    That, for the purpose of determining  any liability  under
         the  Securities  Act, 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.

(b)  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.

<PAGE>


(h) 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 Act and is, therefore,  unenforceable.
In the event that 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
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  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 Town of  Westerly,  State of Rhode  Island,  on February 10,
1999.


                         WASHINGTON TRUST BANCORP, INC.


                                 By:    John C. Warren                       
                                        -------------------------------------
                                        John C. Warren
                                        President and Chief Executive Officer


                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that we, the undersigned officers and directors
of Washington Trust Bancorp,  Inc.,  hereby severally  constitute John C. Warren
and David V. Devault and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly,  to sign for us and in our names in
the capacities  indicated below and in such other  capacities as the undersigned
may from time to time serve in the  future,  the  Registration  Statement  filed
herewith  and  any and  all  amendments  to  said  Registration  Statement,  and
generally to do all such things in our names and in our  capacities  as officers
and  directors  to enable  Washington  Trust  Bancorp,  Inc.  to comply with the
provisions of the Securities Act of 1933, 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 of them,  to said  Registration
Statement and any and all amendments thereto.


<PAGE>


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

John C. Warren               President and Chief              February 10, 1999
---------------------        Executive Officer
John C. Warren               (principal executive officer)
                             


David V. Devault             Executive Vice President,        February 10, 1999
---------------------        Treasurer and Chief Financial
David V. Devault             Officer (principal financial
                             and accounting officer)
                                 

---------------------        Director                         February __, 1999
Alcino G. Almeida


---------------------        Director                         February __, 1999
Gary P. Bennett


---------------------        Director                         February __, 1999
Steven J. Crandall


Richard A. Grills            Director                         February 10, 1999
---------------------
Richard A. Grills


---------------------        Director                         February __, 1999
Larry J. Hirsch


Katherine W. Hoxsie          Director                         February 10, 1999
---------------------
Katherine W. Hoxsie


---------------------        Director                         February __, 1999
Mary E. Kennard


Joseph J. Kirby              Director                         February 10, 1999
---------------------
Joseph J. Kirby


James W. McCormick, Jr.      Director                         February 11, 1999
-----------------------
James W. McCormick, Jr.


-----------------------      Director                         February __, 1999
Brendan P. O'Donnell


<PAGE>




  Signature                        Title                            Date
---------------------        -----------------------------    ------------------


---------------------        Director                         February __, 1999
Victor J. Orsigner II


Anthony J. Rose, Jr.         Director                         February 10, 1999
---------------------
Anthony J. Rose, Jr.


James P. Sullivan            Director                         February 11, 1999
---------------------
James P. Sullivan


Neil H. Thorp                Director                         February 10, 1999
---------------------
Neil H. Thorp


John C. Warren               Director                         February 10, 1999
---------------------
John C. Warren

<PAGE>




                             EXHIBIT INDEX


  Exhibit
  Number                         Description
 --------  ----------------------------------------------------------
    4.1    Restated Articles of Incorporation of the Registrant.*

    4.2    Amendment to Restated Articles of Incorporation of the Registrant.**

    4.3    Amended and Restated By-Laws of the Registrant.***

    4.4    The Registrant's Amended and Restated Plan.

    5.1    Legal opinion from Goodwin, Procter and Hoar LLP.

   15.1    Letter regarding unaudited financial information from KPMG LLP, as
           independent auditors.

   23.1    Consent of KPMG LLP, as independent auditors.

   23.2    Consent of Goodwin, Procter and Hoar LLP (contained in the opinion
           filed as Exhibit 5.1 to this Registration Statement).

   24.1    Power of attorney (included in the signatory page to this
           Registration Statement).
--------------------------

     *     Filed with the Commission  pursuant to the Exchange Act as Exhibit 3.
           (i) to the  Registrant's  Annual  Report on Form 10-K for the  fiscal
           year ended December 31, 1994, and is incorporated herein by reference
           thereto.

    **     Filed with the Commission pursuant to the Exchange Act as Exhibit 3.i
           to the  Registrant's  Quarterly Report on Form 10-Q for the quarterly
           period ended June 30, 1997, and is  incorporated  herein by reference
           thereto.

   ***     Filed with the Commission pursuant to the Exchange Act as Exhibit 3.c
           to the  Registrant's  Annual  Report on Form 10-K for the fiscal year
           ended  December 31,  1997,  and is  incorporated  herein by reference
           thereto.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 25337}]
{"company-data": {"conformed-name": "WASHINGTON TRUST BANCORP INC", "cik": "0000737468", "assigned-sic": "6022", "irs-number": "050404671", "state-of-incorporation": "RI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72277", "film-number": "99536123"}, "business-address": {"street1": "23 BROAD ST", "city": "WESTERLY", "state": "RI", "zip": "02891", "phone": "4013481200"}}
As filed with the Securities and Exchange Commission on February 12,  1999
                       Registration Statement No.:

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

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act Of 1933
                              --------------------

                         WASHINGTON TRUST BANCORP, INC.

             (Exact name of Registrant as specified in its Charter)

         Rhode Island                                    05-0404671
(State or other Jurisdiction                (I.R.S. Employer Identification No.)
of Incorporation or Organization)               

                   23 Broad Street Westerly, Rhode Island 02891          
                               (401) 348-1200
              (Address of Registrant's principal executive offices)

                          THE WASHINGTON TRUST COMPANY
                     NONQUALIFIED DEFERRED COMPENSATION PLAN
                            (Full title of the Plan)
                      -----------------------------------

                                 John C. Warren
                      President and Chief Executive Officer
                         WASHINGTON TRUST BANCORP, INC.
                                 23 Broad Street
                          Westerly, Rhode Island 02891
                                 (401) 348-1200

            (Name, address, including zip code, and telephone number,
                   including area code, of Agent for Service)

                                    Copy to:

                             Gregory J. Lyons, Esq.
                           Goodwin, Procter & Hoar LLP
                                 Exchange Place
                                Boston, MA 02109
                                 (617) 570-1329
                              -------------------
CALCULATION OF REGISTRATION FEE
---------------------- ------------------- --------------------------- -------------------------- -------------------

 Title of Securities      Amount to be     Proposed Maximum Offering       Proposed Maximum           Amount of
  to be Registered       Registered (1)        Price Per Share(2)         Aggregate Offering       Registration Fee
                                                                              Price(2)(3)
---------------------- ------------------- --------------------------- -------------------------- -------------------
Common Stock, $0.0625
par value                  25,000 shares            $19.2815                    $482,037.50  
                                       
Deferred
Compensation
Obligations                                                                   $1,500,000.00
                                                                            ----------------
                                                                              $1,982,038.50            $551.01            
---------------------- ------------------- --------------------------- -------------------------- -------------------
(1)    Plus such additional  number of shares as may be required pursuant to The
       Washington Trust Company  Nonqualified  Deferred  Compensation  Plan (the
       "Plan") as  described  herein in the event of a stock  dividend,  reverse
       stock split, split-up, recapitalization or other similar event.

(2)    This  estimate  is  made  pursuant  to Rule  457(c)  and  (h)  under  the
       Securities Act of 1933, as amended, solely for the purpose of determining
       the amount of the  registration  fee on February 8, 1999,  utilizing  the
       average of the high and low sale prices  reported on the Nasdaq  National
       Market System on that date.

(3)    This estimate is made pursuant to Rule 457(h) under  the  Securities  Act
       of 1933, as amended,  based on the estimated amount of compensation being
       deferred under the Plan.
This Registration  Statement,  including exhibits (See Exhibit Index on Page 3),
consists of 67 pages.
PART I

               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in the requirements of Part I
are not required to be filed with the Securities and Exchange Commission as part
of this Registration Statement on Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

Incorporated  by  reference in this  Registration  Statement  are the  documents
listed in (a) through (c) below,  which have previously been filed by Washington
Trust  Bancorp,  Inc.  (the  "Registrant")  with  the  Securities  and  Exchange
Commission (the "Commission")  pursuant to the Securities  Exchange Act of 1934,
as amended (the "Exchange Act"):

        (a)    The  Registrant's  Annual Report on Form 10-K for the fiscal year
               ended  December 31, 1997,  filed with the Commission on March 18,
               1998,  pursuant to the Exchange Act; and the Registrant's  Annual
               Report on Form  10-K/A for the fiscal  year  ended  December  31,
               1997,  filed with the  Commission on March 30, 1998,  pursuant to
               the Exchange Act.

        (b)    The  Registrant's  (i)  Quarterly  Report  on Form  10-Q  for the
               quarter  ended  March  31,  1998,  filed  on May 15,  1998;  (ii)
               Quarterly  Report on Form  10-Q for the  quarter  ended  June 30,
               1998,  filed on August 14, 1998;  (iii) Quarterly  Report on Form
               10-Q for the quarter ended September 30, 1998,  filed on November
               13,  1998;  (iv)  Current  Report on Form 8-K filed on January 2,
               1998;  and (v) Current Report on Form 8-K filed on June 19, 1998,
               each of which has been filed with the Commission  pursuant to the
               Exchange Act.

        (c)    The description of the Registrant's  Common Stock is contained in
               the  Registrant's  Registration  Statement  filed pursuant to the
               Exchange Act,  including any amendments and reports filed for the
               purpose of updating such description.

In addition,  all documents  subsequently  filed by the Company or the Plan with
the  Commission  pursuant to Section 13(a),  13(c),  14 or 15(d) of the Exchange
Act, prior to the filing of a post-effective  amendment which indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be part  thereof from the date of filing of such
documents.

Any statement contained 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 other subsequently filed document which also is incorporated or deemed to
be incorporated by reference  herein modifies or superseded such statement.  Any
such  statement  so modified  or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.

The securities being registered represent obligations (the "Obligations") of the
Registrant  to pay to  directors  of the  Bancorp  and of the  Washington  Trust
Company (the "Company"), a direct wholly-owned subsidiary of the Registrant, and
to certain designated Company employees, upon their retirement or the occurrence
of certain triggering events, compensation the receipt of which the participants
have  elected to defer.  The  Obligations  may also  represent  amounts that the
Registrant  has  elected to credit to a  participant's  account  under the Plan.
Amounts credited to a participant's  account are credited with earnings based on
a notional investment  measurement,  which may be shares of mutual funds, a fund
consisting  primarily of shares of the Registrant's  Common Stock or certificate
of deposit  offered by the Company.  The  Obligations  are payable in cash or in
shares of the  Registrant's  Common Stock upon retirement or the occurrence of a
specified triggering event in a lump sum distribution or in installments, at the
election  of the  participant  made in  accordance  with the  Plan.  There is no
trading market for the Obligations.

The  Obligations  are unsecured  general  obligations of the Registrant and rank
pari  passu  with  other  unsecured  and  unsubordinated   indebtedness  of  the
Registrant.  The  Obligations  are not  subject in any  manner to  anticipation,
alienation,  sale,  transfer,  assignment,  pledge,  encumbrance,  attachment or
garnishment.  Any attempt by any person to transfer or assign benefits under the
Plan  other  than  a  claim  for  benefits  by  a  participant  or  his  or  her
beneficiary(ies), will be null and void.

The Obligations  are not convertible  into any other security of the Registrant.
No trustee has been appointed to take action with respect to the Obligations and
each participant in the Plan will be responsible for enforcing his or own rights
with respect to the Obligations.  The Company has established a "rabbi trust" to
serve  as a  source  of  funds  from  which  it  can  satisfy  the  Obligations.
Participants  in the Plan will have no  rights to any  assets  held by the rabbi
trust, except as general creditors of the Registrant and the Company.  Assets of
the  rabbi  trust  will at all times be  subject  to the  claims of the  general
creditors of the Registrant and the Company.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Directors and Officers.

The Registrant is a publicly-owned,  registered bank holding company,  organized
in 1984  under the laws of the State of Rhode  Island,  whose  subsidiaries  are
permitted  to engage in banking and other  financial  services  and  businesses.
Rhode Island General Laws Section  7-1.1-4.1,  as amended (the "Law"),  provides
that a  corporation  generally has the power to indemnify  directors,  officers,
employees  and agents  against  judgments,  penalties,  fines,  settlements  and
reasonable expenses,  including attorneys' fees, actually incurred in connection
with any  threatened,  pending or  contemplated  action,  suit,  or  proceeding,
whether  civil,  criminal,   administrative  or  investigative,  to  which  such
director,  officer,  employee  or agent  may be a party by reason of his being a
director,  officer,  employee or agent,  provided that such  director,  officer,
employee  or agent  shall have  acted in good  faith and shall  have  reasonably
believed  (a) in the case of conduct in his or her  official  capacity  with the
corporation,  that his or her conduct was in the  corporation's  best interests,
(b) in all other cases,  that his or her conduct was at least not opposed to its
best interests, and (c) in the case of any criminal proceeding, he or she had no
reasonable cause to believe his or her conduct was unlawful.
The  Registrant's  By-Laws provide for  indemnification  to the extent permitted
under the Law.  Specifically,  the Registrant's By-Laws provide that such rights
to  indemnification  are contract  rights and that the  expenses  incurred by an
indemnified  person  shall  be paid in  advance  of a final  disposition  of any
proceeding;  provided,  however,  that if required  under  applicable  law, such
person delivers a written  affirmation that such person has met the standards of
care  required  under such  provisions to be entitled to  indemnification.  With
respect to possible  indemnification  of  directors,  officers  and  controlling
person of the Registrant for  liabilities  arising under the Securities  Act, as
amended,  pursuant  to  such  provisions,  the  Registrant  is  aware  that  the
Commission has publicly taken the position that such  indemnification is against
public policy as expressed in Securities Act and is, therefore unenforceable.

Item 7. Exemption From Registration Claimed.

        Not applicable.

Item 8. Exhibits.
        The exhibits  listed below  represent a complete list of exhibits
        filed or incorporated  by reference as part of this  Registration
        Statement.

        4.1 Restated Articles of Incorporation of the Registrant.*

        4.2 Amendment to Restated Articles of Incorporation of the Registrant.**

        4.3 Amended and Restated By-Laws of the Registrant.***

        4.4 The Registrant's Amended and Restated Plan.

        5.1 Legal opinion from Goodwin, Procter and Hoar LLP.

        15.1 Letter regarding unaudited  financial  information from KPMG
             LLP, as independent auditors.

        23.1 Consent of KPMG LLP, as independent auditors.

        23.2 Consent of Goodwin, Procter and Hoar LLP (contained in the opinion
             filed as Exhibit 5.1 to this  Registration Statement).

        24.1 Power of attorney  (included in the  signatory  page to this
             Registration Statement).
-------------------------

     *     Filed with the Commission  pursuant to the Exchange Act as Exhibit 3.
           (i) to the  Registrant's  Annual  Report on Form 10-K for the  fiscal
           year ended December 31, 1994, and is incorporated herein by reference
           thereto.

    **     Filed with the Commission pursuant to the Exchange Act as Exhibit 3.i
           to the  Registrant's  Quarterly Report on Form 10-Q for the quarterly
           period ended June 30, 1997, and is  incorporated  herein by reference
           thereto.

   ***     Filed with the Commission pursuant to the Exchange Act as Exhibit 3.c
           to the  Registrant's  Annual  Report on Form 10-K for the fiscal year
           ended  December 31,  1997,  and is  incorporated  herein by reference
           thereto.
Item 9. Undertakings

(a)    The undersigned Registrant hereby undertakes:

  (1)     To file, during any period in which offers or sales are being made, a 
          post-effective amendment to the 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. 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 20% change in the maximum  aggregate offering price set forth in
           the "Calculation of Registration Fee" table in the effective
           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)
    of this Item 9 do not  apply if the  information  required  to be
    included in a  post-effective  amendment by those  paragraphs  is
    contained  in periodic  reports  filed with or  furnished  to the
    Commission by the  Registrant  pursuant to Section 13 or 15(d) of
    the  Exchange  Act  that are  incorporated  by  reference  in the
    Registration Statement.

  (2)    That, for the purpose of determining  any liability  under
         the  Securities  Act, 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.

(b)  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.
(h) 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 Act and is, therefore,  unenforceable.
In the event that 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
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  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 Town of  Westerly,  State of Rhode  Island,  on February 10,
1999.

                         WASHINGTON TRUST BANCORP, INC.

                                 By:    John C. Warren                       
                                        -------------------------------------
                                        John C. Warren
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that we, the undersigned officers and directors
of Washington Trust Bancorp,  Inc.,  hereby severally  constitute John C. Warren
and David V. Devault and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly,  to sign for us and in our names in
the capacities  indicated below and in such other  capacities as the undersigned
may from time to time serve in the  future,  the  Registration  Statement  filed
herewith  and  any and  all  amendments  to  said  Registration  Statement,  and
generally to do all such things in our names and in our  capacities  as officers
and  directors  to enable  Washington  Trust  Bancorp,  Inc.  to comply with the
provisions of the Securities Act of 1933, 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 of them,  to said  Registration
Statement and any 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
---------------------        -----------------------------    ------------------

John C. Warren               President and Chief              February 10, 1999
---------------------        Executive Officer
John C. Warren               (principal executive officer)
                             

David V. Devault             Executive Vice President,        February 10, 1999
---------------------        Treasurer and Chief Financial
David V. Devault             Officer (principal financial
                             and accounting officer)
                                 

---------------------        Director                         February __, 1999
Alcino G. Almeida

---------------------        Director                         February __, 1999
Gary P. Bennett

---------------------        Director                         February __, 1999
Steven J. Crandall

Richard A. Grills            Director                         February 10, 1999
---------------------
Richard A. Grills

---------------------        Director                         February __, 1999
Larry J. Hirsch

Katherine W. Hoxsie          Director                         February 10, 1999
---------------------
Katherine W. Hoxsie

---------------------        Director                         February __, 1999
Mary E. Kennard

Joseph J. Kirby              Director                         February 10, 1999
---------------------
Joseph J. Kirby

James W. McCormick, Jr.      Director                         February 11, 1999
-----------------------
James W. McCormick, Jr.

-----------------------      Director                         February __, 1999
Brendan P. O'Donnell
Signature                        Title                            Date
---------------------        -----------------------------    ------------------

---------------------        Director                         February __, 1999
Victor J. Orsigner II

Anthony J. Rose, Jr.         Director                         February 10, 1999
---------------------
Anthony J. Rose, Jr.

James P. Sullivan            Director                         February 11, 1999
---------------------
James P. Sullivan

Neil H. Thorp                Director                         February 10, 1999
---------------------
Neil H. Thorp

John C. Warren               Director                         February 10, 1999
---------------------
John C. Warren
EXHIBIT INDEX

  Exhibit
  Number                         Description
 --------  ----------------------------------------------------------
    4.1    Restated Articles of Incorporation of the Registrant.*

    4.2    Amendment to Restated Articles of Incorporation of the Registrant.**

    4.3    Amended and Restated By-Laws of the Registrant.***

    4.4    The Registrant's Amended and Restated Plan.

    5.1    Legal opinion from Goodwin, Procter and Hoar LLP.

   15.1    Letter regarding unaudited financial information from KPMG LLP, as
           independent auditors.

   23.1    Consent of KPMG LLP, as independent auditors.

   23.2    Consent of Goodwin, Procter and Hoar LLP (contained in the opinion
           filed as Exhibit 5.1 to this Registration Statement).

   24.1    Power of attorney (included in the signatory page to this
           Registration Statement).
--------------------------

     *     Filed with the Commission  pursuant to the Exchange Act as Exhibit 3.
           (i) to the  Registrant's  Annual  Report on Form 10-K for the  fiscal
           year ended December 31, 1994, and is incorporated herein by reference
           thereto.

    **     Filed with the Commission pursuant to the Exchange Act as Exhibit 3.i
           to the  Registrant's  Quarterly Report on Form 10-Q for the quarterly
           period ended June 30, 1997, and is  incorporated  herein by reference
           thereto.

   ***     Filed with the Commission pursuant to the Exchange Act as Exhibit 3.c
           to the  Registrant's  Annual  Report on Form 10-K for the fiscal year
           ended  December 31,  1997,  and is  incorporated  herein by reference
           thereto.