As filed with the Securities and Exchange Commission on March 20, 1998.
                                Registration 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 of Incorporation)                  (IRS Employer Identification No.)

                  23 Broad Street, Westerly, Rhode Island 02891
              ----------------------------------------------------
               (Address of principal executive offices) (zip code)

            Washington Trust Bancorp, Inc. 1997 Equity Incentive 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
               ----------------------------------------------------
                     (Name and address of agent for service)

                                 (401) 348-1200
            -----------------------------------------------------------
           (telephone number, including area code, of agent for service)

                                   Copies to:
                                 Philip L. Flink
                         Brown, Rudnick, Freed & Gesmer
                              One Financial Center
                           Boston, Massachusetts 02111

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------- ------------------- ---------------------- ------------------------- ----------------------
                                                Proposed maximum         Proposed maximum
  Title of securities        Amount to be      offering price per       aggregate offering           Amount of
    to be registered        registered (1)            share                   price              registration fee
------------------------- ------------------- ---------------------- ------------------------- ----------------------
<S>                            <C>                  <C>                    <C>                        <C>      
Common Stock, $.0625           675,000
par value                      shares (2)           $30.00 (3)             $20,250,000.00             $5,973.75

Common Share Purchase          675,000                 ---                     ---                      ---
Rights (4)
------------------------- ------------------- ---------------------- ------------------------- ----------------------
<FN>
(1)      Such  presently  indeterminable  number of additional  shares of Common
         Stock and Rights are also registered  hereunder as may be issued in the
         event of a  merger,  consolidation,  reorganization,  recapitalization,
         stock dividend, stock  split or other similar  change  in Common Stock.
(2)      To be issued pursuant to the Corporation's  1997 Equity Incentive Plan.
(3)      Estimated  solely for the purpose of determining the  registration  fee
         pursuant to Rule 457(h) under the  Securities  Act of 1933, as amended,
         on the basis of the average  high and low prices for the  Corporation's
         Common Stock on March 17, 1998, as reported by the Nasdaq Stock Market.
(4)      Pursuant to a Rights Agreement, dated August 15, 1996, one common share
         purchase right (the "Rights") is deemed to be delivered with each share
         of common stock issued by the Registrant. The 675,000 Rights registered
         hereby  represents one Right that may be issued in connection with each
         share of Common  Stock  issuable  under the  Corporation's  1997 Equity
         Incentive Plan. The Rights are not separately  transferable  apart from
         the Common  Stock,  nor are they  exercisable  until the  occurrence of
         certain events.  Accordingly, no independent value  has been attributed
         to the Rights.
</FN>
</TABLE>
================================================================================

<PAGE>
 
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation Of Documents by Reference.

The  Corporation  hereby   incorporates  by  reference  into  this  Registration
Statement the following documents:

         (a) The  Corporation's  Annual  Report on Form 10-K for the fiscal year
ended December 31, 1997.

         (b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act") since the end
of the fiscal year covered by the Annual Report referred to in (a) above.

         (c)  The  description  of  the  Corporation's  Common  Stock  which  is
contained in its Registration  Statement filed under the Exchange Act, including
all amendments and reports  updating such description and the description of the
Rights which is contained in the  Corporation's  Registration  Statement on Form
8-A filed  pursuant to Section 12 of the Exchange  Act on August 16,  1996,  and
Amendment No. 1 on Form 8-A/A thereto,  and all  amendments  thereto and reports
filed for the purpose of updating such description.

         All  documents  filed by the  Corporation  pursuant to Sections  13(a),
13(c), 14 and 15(d) of the Exchange Act, subsequent to the date hereof and 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 hereby  incorporated by reference in this  Registration
Statement and to be a part hereof 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 subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         The legality of the Common Stock issuable under the Corporation's  1997
Equity  Incentive  Plan and of the Rights to be issued in  connection  with such
Common Stock has been passed upon for the Corporation by Brown, Rudnick, Freed &
Gesmer, One Financial Center, Boston, Massachusetts 02111.

Item 6.  Indemnification of Directors and Officers.

         The  Corporation's  By-laws provide for  indemnification  to the extent
permitted by Section 7-1.1-4.1 of the Rhode Island Business  Corporation Law, as
amended.  Such section,  as adopted by the By-laws,  requires the Corporation to
indemnify directors, officers, employees or agents against judgments, penalties,
fines, amounts paid in settlement and reasonable expenses,  including attorneys'
fees, paid or incurred in connection with any proceeding to which such director,
officer,  employee or agent or his legal  representative  may be a party (or for
testifying  when  not 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) if he was acting
in his  official  capacity  that  his  conduct  was in  the  Corporation's  best
interests,  (b) in all other  cases that his conduct was at least not opposed to
its best interests,  and (c) in the case of any criminal  proceeding,  he had no
reasonable cause to believe his conduct was unlawful.  The Corporation'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 he 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  persons of the  Corporation  for liabilities  arising under the
Securities Act of 1933, as amended (the "Act') pursuant to such provisions,  the
Corporation is aware that the  Securities  and Exchange  Commission has publicly
taken the  position  that  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.


Item 8.  Exhibits.

Number              Description


   4.1              Restated  Articles of  Incorporation  of  the  Registrant  -
                    Filed as Exhibit 3.(i) to the Registrant's  Annual Report on
                    Form 10-K for the fiscal year ended December 31, 1994.*

   4.2              Amendment to Restated  Articles of Incorporation -  Filed as
                    Exhibit  3.i to the  Registrant's  Quarterly  Report on Form
                    10-Q for the quarterly period ended June 30, 1997.*

   4.3              Amended and Restated  By-Laws of the Corporation - Filed as
                    Exhibit 3.c to the  Registrant's Annual  Report on Form 10-K
                    for the fiscal year ended December 31, 1997.*

   4.4              Rights Agreement between the Registrant and  The  Washington
                    Trust Company  dated  as of August 15, 1996  (including Form
                    of Right Certificate attached thereto as Exhibit A) -  Filed
                    as  Exhibit 1 to the  Registrant's Registration Statement on
                    Form 8-A (File No. 000-13091) filed  with  the Commission on
                    August 16, 1996.*

   5                Legal Opinion of Brown, Rudnick, Freed & Gesmer.

   23.1             Consent of KPMG Peat Marwick LLP.

   23.2             Consent of  Brown, Rudnick, Freed & Gesmer  is  included  in
                    their legal opinion filed as Exhibit 5 hereof.

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

   99.1             The  Registrant's  1997  Equity  Incentive  Plan  - Filed as
                    Exhibit  10.a   to  the  Registrant's  Quarterly  Report  on
                    Form 10-Q for the quarterly period ended June 30, 1997.*

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

*   Not filed herewith.  In accordance with Rule 411 promulgated pursuant to the
    Securities  Act of 1933,  as  amended,  reference  is made to the  documents
    previously  filed with the Commission,  which are  incorporated by reference
    herein.


<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 this registration statement 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.

                (2) 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.

                (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 of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  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.

        (c)  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  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.



<PAGE>



                                  SIGNATURES

         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 Town of Westerly, State of Rhode Island, on March 19, 1998.

                                              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 the person whose signature appears
below  constitutes  and appoints John C. Warren and David V. Devault and each of
them  (with  full  power to each of them to act  alone),  his  true  and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any or all amendments (including post-effective  amendments)
to this Registration Statement,  and to file the same, with all exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

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

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

John C. Warren              President and Chief Executive      March 19, 1998
-----------------------     Officer and Director
John C. Warren              (Principal Executive Officer)


David V. Devault            Vice President, Treasurer and      March 19, 1998
-----------------------     Chief Financial Officer
David V. Devault            (Principal Financial and                  
                            Principal Accounting Officer)                       
                                                      

Gary P. Bennett             Director                           March 19, 1998
-----------------------  
Gary P. Bennett


Steven J. Crandall          Director                           March 19, 1998
-----------------------    
Steven J. Crandall


Larry J. Hirsch             Director                           March 19, 1998
----------------------- 
Larry J. Hirsch


<PAGE>


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

                            Director                           March __, 1998
-----------------------                                             
Mary E. Kennard


Richard A. Grills           Director                           March 19, 1998
-----------------------
Richard A. Grills


Joseph J. Kirby             Director                           March 19, 1998
-----------------------   
Joseph J. Kirby


James W. McCormick, Jr.     Director                           March 19, 1998
-----------------------
James W. McCormick, Jr.


Victor J. Orsinger II       Director                           March 19, 1998
-----------------------
Victor J. Orsinger II


James P. Sullivan           Director                           March 19, 1998
-----------------------
James P. Sullivan


-----------------------     Director                           March __, 1998
Neil H. Thorp


Katherine W. Hoxsie         Director                           March 19, 1998
-----------------------
Katherine W. Hoxsie


Brendan P. O'Donnell        Director                           March 19, 1998
-----------------------
Brendan P. O'Donnell


Anthony J. Rose, Jr.        Director                           March 19, 1998
-----------------------
Anthony J. Rose, Jr.



<PAGE>
                                 Exhibit Index


Number                             Description
------------ -------------------------------------------------------------------

4.1          Restated  Articles  of  Incorporation  of the Registrant - Filed as
             Exhibit 3.(i) to the  Registrant's  Annual  Report on Form 10-K for
             the fiscal year ended December 31, 1994.*

4.2          Amendment  to  Restated   Articles  of  Incorporation  -  Filed  as
             Exhibit  3.i to the  Registrant's Quarterly Report on Form 10-Q for
             the quarterly period ended June 30, 1997.*

4.3          Amended and Restated By-Laws of the Corporation -  Filed as Exhibit
             3.c to the  Registrant's  Annual Report on Form 10-K for the fiscal
             year ended December 31, 1997.*

4.4          Rights   Agreement   between  the  Registrant  and  The  Washington
             Trust  Company  dated  as  of August 15, 1996   (including  Form of
             Right  Certificate  attached  thereto  as  Exhibit  A) -   Filed as
             Exhibit 1 to the Registrant's  Registration  Statement on  Form 8-A
             (File No. 000-13091) filed with the Commission on August 16, 1996.*

5            Legal Opinion of Brown, Rudnick, Freed & Gesmer.

23.1         Consent of KPMG Peat Marwick LLP.

23.2         Consent  of  Brown,  Rudnick,  Freed &  Gesmer is included in their
             legal opinion filed as Exhibit 5 hereof.

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

99.1         The  Registrant's  1997 Equity  Incentive  Plan -  Filed as Exhibit
             10.a to the  Registrant's  Quarterly  Report  on Form  10-Q for the
             quarterly period ended June 30, 1997.*


*   Not filed herewith.  In accordance with Rule 411 promulgated pursuant to the
    Securities  Act of 1933,  as  amended,  reference  is made to the  documents
    previously  filed with the Commission,  which are  incorporated by reference
    herein.

<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21133}]
{"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": "333-48315", "film-number": "98569728"}, "business-address": {"street1": "23 BROAD ST", "city": "WESTERLY", "state": "RI", "zip": "02891", "phone": "4013481200"}}
As filed with the Securities and Exchange Commission on March 20, 1998.
                                Registration 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 of Incorporation)                  (IRS Employer Identification No.)

                  23 Broad Street, Westerly, Rhode Island 02891
              ----------------------------------------------------
               (Address of principal executive offices) (zip code)

            Washington Trust Bancorp, Inc. 1997 Equity Incentive 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
               ----------------------------------------------------
                     (Name and address of agent for service)

                                 (401) 348-1200
            -----------------------------------------------------------
           (telephone number, including area code, of agent for service)

                                   Copies to:
                                 Philip L. Flink
                         Brown, Rudnick, Freed & Gesmer
                              One Financial Center
                           Boston, Massachusetts 02111

                         CALCULATION OF REGISTRATION FEE
------------------------- ------------------- ---------------------- ------------------------- ----------------------
                                                Proposed maximum         Proposed maximum
  Title of securities        Amount to be      offering price per       aggregate offering           Amount of
    to be registered        registered (1)            share                   price              registration fee
------------------------- ------------------- ---------------------- ------------------------- ----------------------
Common Stock, $.0625           675,000
par value                      shares (2)           $30.00 (3)             $20,250,000.00             $5,973.75

Common Share Purchase          675,000                 ---                     ---                      ---
Rights (4)
------------------------- ------------------- ---------------------- ------------------------- ----------------------
(1)      Such  presently  indeterminable  number of additional  shares of Common
         Stock and Rights are also registered  hereunder as may be issued in the
         event of a  merger,  consolidation,  reorganization,  recapitalization,
         stock dividend, stock  split or other similar  change  in Common Stock.
(2)      To be issued pursuant to the Corporation's  1997 Equity Incentive Plan.
(3)      Estimated  solely for the purpose of determining the  registration  fee
         pursuant to Rule 457(h) under the  Securities  Act of 1933, as amended,
         on the basis of the average  high and low prices for the  Corporation's
         Common Stock on March 17, 1998, as reported by the Nasdaq Stock Market.
(4)      Pursuant to a Rights Agreement, dated August 15, 1996, one common share
         purchase right (the "Rights") is deemed to be delivered with each share
         of common stock issued by the Registrant. The 675,000 Rights registered
         hereby  represents one Right that may be issued in connection with each
         share of Common  Stock  issuable  under the  Corporation's  1997 Equity
         Incentive Plan. The Rights are not separately  transferable  apart from
         the Common  Stock,  nor are they  exercisable  until the  occurrence of
         certain events.  Accordingly, no independent value  has been attributed
         to the Rights.
================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation Of Documents by Reference.

The  Corporation  hereby   incorporates  by  reference  into  this  Registration
Statement the following documents:

         (a) The  Corporation's  Annual  Report on Form 10-K for the fiscal year
ended December 31, 1997.

         (b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act") since the end
of the fiscal year covered by the Annual Report referred to in (a) above.

         (c)  The  description  of  the  Corporation's  Common  Stock  which  is
contained in its Registration  Statement filed under the Exchange Act, including
all amendments and reports  updating such description and the description of the
Rights which is contained in the  Corporation's  Registration  Statement on Form
8-A filed  pursuant to Section 12 of the Exchange  Act on August 16,  1996,  and
Amendment No. 1 on Form 8-A/A thereto,  and all  amendments  thereto and reports
filed for the purpose of updating such description.

         All  documents  filed by the  Corporation  pursuant to Sections  13(a),
13(c), 14 and 15(d) of the Exchange Act, subsequent to the date hereof and 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 hereby  incorporated by reference in this  Registration
Statement and to be a part hereof 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 subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         The legality of the Common Stock issuable under the Corporation's  1997
Equity  Incentive  Plan and of the Rights to be issued in  connection  with such
Common Stock has been passed upon for the Corporation by Brown, Rudnick, Freed &
Gesmer, One Financial Center, Boston, Massachusetts 02111.

Item 6.  Indemnification of Directors and Officers.

         The  Corporation's  By-laws provide for  indemnification  to the extent
permitted by Section 7-1.1-4.1 of the Rhode Island Business  Corporation Law, as
amended.  Such section,  as adopted by the By-laws,  requires the Corporation to
indemnify directors, officers, employees or agents against judgments, penalties,
fines, amounts paid in settlement and reasonable expenses,  including attorneys'
fees, paid or incurred in connection with any proceeding to which such director,
officer,  employee or agent or his legal  representative  may be a party (or for
testifying  when  not 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) if he was acting
in his  official  capacity  that  his  conduct  was in  the  Corporation's  best
interests,  (b) in all other  cases that his conduct was at least not opposed to
its best interests,  and (c) in the case of any criminal  proceeding,  he had no
reasonable cause to believe his conduct was unlawful.  The Corporation'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 he 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  persons of the  Corporation  for liabilities  arising under the
Securities Act of 1933, as amended (the "Act') pursuant to such provisions,  the
Corporation is aware that the  Securities  and Exchange  Commission has publicly
taken the  position  that  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

Number              Description

   4.1              Restated  Articles of  Incorporation  of  the  Registrant  -
                    Filed as Exhibit 3.(i) to the Registrant's  Annual Report on
                    Form 10-K for the fiscal year ended December 31, 1994.*

   4.2              Amendment to Restated  Articles of Incorporation -  Filed as
                    Exhibit  3.i to the  Registrant's  Quarterly  Report on Form
                    10-Q for the quarterly period ended June 30, 1997.*

   4.3              Amended and Restated  By-Laws of the Corporation - Filed as
                    Exhibit 3.c to the  Registrant's Annual  Report on Form 10-K
                    for the fiscal year ended December 31, 1997.*

   4.4              Rights Agreement between the Registrant and  The  Washington
                    Trust Company  dated  as of August 15, 1996  (including Form
                    of Right Certificate attached thereto as Exhibit A) -  Filed
                    as  Exhibit 1 to the  Registrant's Registration Statement on
                    Form 8-A (File No. 000-13091) filed  with  the Commission on
                    August 16, 1996.*

   5                Legal Opinion of Brown, Rudnick, Freed & Gesmer.

   23.1             Consent of KPMG Peat Marwick LLP.

   23.2             Consent of  Brown, Rudnick, Freed & Gesmer  is  included  in
                    their legal opinion filed as Exhibit 5 hereof.

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

   99.1             The  Registrant's  1997  Equity  Incentive  Plan  - Filed as
                    Exhibit  10.a   to  the  Registrant's  Quarterly  Report  on
                    Form 10-Q for the quarterly period ended June 30, 1997.*

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

*   Not filed herewith.  In accordance with Rule 411 promulgated pursuant to the
    Securities  Act of 1933,  as  amended,  reference  is made to the  documents
    previously  filed with the Commission,  which are  incorporated by reference
    herein.
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 this registration statement 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.

                (2) 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.

                (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 of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  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.

        (c)  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  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,  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 March 19, 1998.

                                              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 the person whose signature appears
below  constitutes  and appoints John C. Warren and David V. Devault and each of
them  (with  full  power to each of them to act  alone),  his  true  and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any or all amendments (including post-effective  amendments)
to this Registration Statement,  and to file the same, with all exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

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

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

John C. Warren              President and Chief Executive      March 19, 1998
-----------------------     Officer and Director
John C. Warren              (Principal Executive Officer)

David V. Devault            Vice President, Treasurer and      March 19, 1998
-----------------------     Chief Financial Officer
David V. Devault            (Principal Financial and                  
                            Principal Accounting Officer)                       
                                                      

Gary P. Bennett             Director                           March 19, 1998
-----------------------  
Gary P. Bennett

Steven J. Crandall          Director                           March 19, 1998
-----------------------    
Steven J. Crandall

Larry J. Hirsch             Director                           March 19, 1998
----------------------- 
Larry J. Hirsch
Signature                          Title                         Date
-----------------------  --------------------------------  ---------------------
                                                        

                            Director                           March __, 1998
-----------------------                                             
Mary E. Kennard

Richard A. Grills           Director                           March 19, 1998
-----------------------
Richard A. Grills

Joseph J. Kirby             Director                           March 19, 1998
-----------------------   
Joseph J. Kirby

James W. McCormick, Jr.     Director                           March 19, 1998
-----------------------
James W. McCormick, Jr.

Victor J. Orsinger II       Director                           March 19, 1998
-----------------------
Victor J. Orsinger II

James P. Sullivan           Director                           March 19, 1998
-----------------------
James P. Sullivan

-----------------------     Director                           March __, 1998
Neil H. Thorp

Katherine W. Hoxsie         Director                           March 19, 1998
-----------------------
Katherine W. Hoxsie

Brendan P. O'Donnell        Director                           March 19, 1998
-----------------------
Brendan P. O'Donnell

Anthony J. Rose, Jr.        Director                           March 19, 1998
-----------------------
Anthony J. Rose, Jr.
Exhibit Index

Number                             Description
------------ -------------------------------------------------------------------

4.1          Restated  Articles  of  Incorporation  of the Registrant - Filed as
             Exhibit 3.(i) to the  Registrant's  Annual  Report on Form 10-K for
             the fiscal year ended December 31, 1994.*

4.2          Amendment  to  Restated   Articles  of  Incorporation  -  Filed  as
             Exhibit  3.i to the  Registrant's Quarterly Report on Form 10-Q for
             the quarterly period ended June 30, 1997.*

4.3          Amended and Restated By-Laws of the Corporation -  Filed as Exhibit
             3.c to the  Registrant's  Annual Report on Form 10-K for the fiscal
             year ended December 31, 1997.*

4.4          Rights   Agreement   between  the  Registrant  and  The  Washington
             Trust  Company  dated  as  of August 15, 1996   (including  Form of
             Right  Certificate  attached  thereto  as  Exhibit  A) -   Filed as
             Exhibit 1 to the Registrant's  Registration  Statement on  Form 8-A
             (File No. 000-13091) filed with the Commission on August 16, 1996.*

5            Legal Opinion of Brown, Rudnick, Freed & Gesmer.

23.1         Consent of KPMG Peat Marwick LLP.

23.2         Consent  of  Brown,  Rudnick,  Freed &  Gesmer is included in their
             legal opinion filed as Exhibit 5 hereof.

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

99.1         The  Registrant's  1997 Equity  Incentive  Plan -  Filed as Exhibit
             10.a to the  Registrant's  Quarterly  Report  on Form  10-Q for the
             quarterly period ended June 30, 1997.*

*   Not filed herewith.  In accordance with Rule 411 promulgated pursuant to the
    Securities  Act of 1933,  as  amended,  reference  is made to the  documents
    previously  filed with the Commission,  which are  incorporated by reference
    herein.