As filed with the  Securities  and Exchange  Commission on October 1, 1996.
                              Registration No. 33-
================================================================================

                       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. Amended and Restated
                              1988 Stock Option Plan
            Washington Trust Bancorp, Inc. 1996 Directors' Stock Plan
                              (Full title of Plans)

                                 Joseph J. Kirby
                      Chairman and Chief Executive Officer
                         Washington Trust Bancorp, Inc.
                  23 Broad Street, Westerly, Rhode Island 02891
                                  (401)348-1200
                     (Name and address of agent for service)

                                   Copies to:
                            Jayne M. Donegan, Esquire
                         Brown, Rudnick, Freed & Gesmer
                         One Providence Washington Plaza
                         Providence, Rhode Island 02903

<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>
------------------------- ------------------- ---------------------- ------------------------- ----------------------
                                                Proposed maximum         Proposed maximum
  Title of securities        Amount to be      offering price per       aggregate offering           Amount of
    to be registered        registered (2)            share                   price              registration fee
------------------------- ------------------- ---------------------- ------------------------- ----------------------
<S>                          <C>                   <C>                      <C>                       <C>
Common Share Purchase
Rights (1)                     901,700               --- (3)                 --- (3)                    ---

Common Stock, $.0625         1,700 shares          $41.00 (5)               $69,700.00                $100.00
par value(4)
------------------------- ------------------- ---------------------- ------------------------- ----------------------
<FN>

(1)      On August 15, 1996, the Board of Directors of the Corporation  declared
         a dividend of one common share  purchase  right (the "Rights") for each
         share of Common Stock  outstanding  on  September 3, 1996.  The 901,700
         Rights  registered  hereby  represents  one Right that may be issued in
         connection  with each share of Common Stock  issuable  upon exercise of
         options  granted or to be granted under the  Corporation's  Amended and
         Restated  1988 Stock Option Plan and in  connection  with each share of
         Common Stock issued under the Corporation's 1996 Directors' Stock Plan.
(2)      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.
(3)      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.
(4)      To be issued to certain Directors of the Corporation  pursuant to the
         Corporation's  1996 Directors' Stock Plan.
(5)      Estimated  solely for the purpose of determining the  registration  fee
         pursuant to Rule 457 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  September  27 , 1996,  as reported by the Nasdaq Stock
         Market.
</FN>
</TABLE>

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

Pursuant  to Rule  429  under  the  Securities  Act of 1933,  this  Registration
Statement also incorporates by reference and serves as Post-Effective  Amendment
No. 2 to Registration  Statement No. 33-23048 on Form S-8, filed with respect to
the Common Stock issuable with respect to the Registrant's  Amended and Restated
1988 Stock Option Plan;  Registration  Statement No. 33-23048 is also amended to
reflect that the number of shares  registered  thereunder  has been increased to
900,000 as a result of a  three-for-two  stock  split  declared  by the Board of
Directors of the Corporation which will become effective on October 15, 1996.


<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, 1995.

         (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  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  and 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.

         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 Rights to be issued in connection with Common Stock
issuable upon exercise of the options granted or to be granted under the Amended
and Restated  1988 Stock Option Plan and the Common Stock to be issued under the
1996  Directors'  Stock Plan has been passed upon for the  Corporation by Brown,
Rudnick,  Freed & Gesmer,  One Providence  Washington Plaza,  Providence,  Rhode
Island 02903.

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     By-laws of the  Registrant -- Filed as Exhibit  3.(ii) to the
           Registrant's  Annual Report on Form 10-K for the fiscal year ended
           December 31, 1990.*

   4.3     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.

   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 Amended and Restated 1988 Stock Option Plan
            -- Filed as Exhibit 10.4 to the  Registrant's  Annual Report
           on Form 10-K for the fiscal year ended December 31, 1994.*

   99.2    Vote of the Board of Directors of the Corporation which  constitutes
           the  Corporation's  1996 Directors' Stock Plan.

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

*   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.



<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 September 30,
1996.

                                                  WASHINGTON TRUST BANCORP, INC.

                                                   By: Joseph J. Kirby
                                                   -------------------
                                                       Joseph J. Kirby
                                                       Chairman and Chief
                                                       Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below  constitutes and appoints Joseph J. Kirby 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

  Joseph J. Kirby         Chairman and Chief Executive       September 30, 1996
-------------------         Officer and Director
  Joseph J. Kirby        (Principal Executive Officer)
                 
                                                   


  David V. Devault          Vice President and Chief         September 30, 1996
--------------------       Financial Officer (Principal
  David V. Devault        Financial and Accounting Officer)


  Gary P. Bennett                Director                   September 30, 1996
-------------------
  Gary P. Bennett


  Larry J. Hirsch                Director                    September 30, 1996
--------------------
  Larry J. Hirsch


                                 Director                   September____, 1996
--------------------
  Mary E. Kennard


                                 Director                   September____, 1996
--------------------
  Steven J. Crandall


                                 Director                   September____, 1996
-------------------
  Richard A. Grills


                                 Director                   September____, 1996

-------------------------
  James W. McCormick, Jr.


  Victor J. Orsinger, II          Director                   September 30, 1996
-------------------------
  Victor J. Orsinger, II


                                  Director                  September____, 1996
--------------------
  James P. Sullivan


  Neil H. Thorp                   Director                    September 30, 1996
-----------------
  Neil H. Thorp


  Katherine W. Hoxsie             Director                    September 30, 1996
---------------------
  Katherine W. Hoxsie


  Brendan P. O'Donnell            Director                    September 30, 1996
----------------------
  Brendan P. O'Donnell


                                  Director                   September____, 1996
----------------------
  Anthony J. Rose, Jr.


  John C. Warren                  Director                    September 30, 1996
-------------------
  John C. Warren




                                  EXHIBIT INDEX


Number            Description                                         Reference

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  By-laws of the  Registrant  -- Filed as  Exhibit  3.(ii) to the
     Registrant's  Annual  Report on Form 10-K for the  fiscal  year ended
     December 31, 1990.*

4.3  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.

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  Amended and Restated  1988 Stock Option Plan -- Filed as
     Exhibit 10.4 to the  Registrant's Annual Report on Form 10-K for the fiscal
     year  ended December 31, 1994.*

99.2 Vote of the  Board of  Directors  of the  Corporation  which  constitutes
     the 1996 Directors' Stock Plan.




*   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.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20685}]
{"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": "333-13167", "film-number": "96637760"}, "business-address": {"street1": "23 BROAD ST", "city": "WESTERLY", "state": "RI", "zip": "02891", "phone": "4013481200"}}
As filed with the  Securities  and Exchange  Commission on October 1, 1996.
                              Registration No. 33-
================================================================================

                       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. Amended and Restated
                              1988 Stock Option Plan
            Washington Trust Bancorp, Inc. 1996 Directors' Stock Plan
                              (Full title of Plans)

                                 Joseph J. Kirby
                      Chairman and Chief Executive Officer
                         Washington Trust Bancorp, Inc.
                  23 Broad Street, Westerly, Rhode Island 02891
                                  (401)348-1200
                     (Name and address of agent for service)

                                   Copies to:
                            Jayne M. Donegan, Esquire
                         Brown, Rudnick, Freed & Gesmer
                         One Providence Washington Plaza
                         Providence, Rhode Island 02903

                         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 (2)            share                   price              registration fee
------------------------- ------------------- ---------------------- ------------------------- ----------------------
Common Share Purchase
Rights (1)                     901,700               --- (3)                 --- (3)                    ---

Common Stock, $.0625         1,700 shares          $41.00 (5)               $69,700.00                $100.00
par value(4)
------------------------- ------------------- ---------------------- ------------------------- ----------------------
(1)      On August 15, 1996, the Board of Directors of the Corporation  declared
         a dividend of one common share  purchase  right (the "Rights") for each
         share of Common Stock  outstanding  on  September 3, 1996.  The 901,700
         Rights  registered  hereby  represents  one Right that may be issued in
         connection  with each share of Common Stock  issuable  upon exercise of
         options  granted or to be granted under the  Corporation's  Amended and
         Restated  1988 Stock Option Plan and in  connection  with each share of
         Common Stock issued under the Corporation's 1996 Directors' Stock Plan.
(2)      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.
(3)      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.
(4)      To be issued to certain Directors of the Corporation  pursuant to the
         Corporation's  1996 Directors' Stock Plan.
(5)      Estimated  solely for the purpose of determining the  registration  fee
         pursuant to Rule 457 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  September  27 , 1996,  as reported by the Nasdaq Stock
         Market.
===============================================================================

Pursuant  to Rule  429  under  the  Securities  Act of 1933,  this  Registration
Statement also incorporates by reference and serves as Post-Effective  Amendment
No. 2 to Registration  Statement No. 33-23048 on Form S-8, filed with respect to
the Common Stock issuable with respect to the Registrant's  Amended and Restated
1988 Stock Option Plan;  Registration  Statement No. 33-23048 is also amended to
reflect that the number of shares  registered  thereunder  has been increased to
900,000 as a result of a  three-for-two  stock  split  declared  by the Board of
Directors of the Corporation which will become effective on October 15, 1996.
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, 1995.

         (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  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  and 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.

         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 Rights to be issued in connection with Common Stock
issuable upon exercise of the options granted or to be granted under the Amended
and Restated  1988 Stock Option Plan and the Common Stock to be issued under the
1996  Directors'  Stock Plan has been passed upon for the  Corporation by Brown,
Rudnick,  Freed & Gesmer,  One Providence  Washington Plaza,  Providence,  Rhode
Island 02903.

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     By-laws of the  Registrant -- Filed as Exhibit  3.(ii) to the
           Registrant's  Annual Report on Form 10-K for the fiscal year ended
           December 31, 1990.*

   4.3     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.

   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 Amended and Restated 1988 Stock Option Plan
            -- Filed as Exhibit 10.4 to the  Registrant's  Annual Report
           on Form 10-K for the fiscal year ended December 31, 1994.*

   99.2    Vote of the Board of Directors of the Corporation which  constitutes
           the  Corporation's  1996 Directors' Stock Plan.

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

*   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 September 30,
1996.

                                                  WASHINGTON TRUST BANCORP, INC.

                                                   By: Joseph J. Kirby
                                                   -------------------
                                                       Joseph J. Kirby
                                                       Chairman and Chief
                                                       Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below  constitutes and appoints Joseph J. Kirby 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

  Joseph J. Kirby         Chairman and Chief Executive       September 30, 1996
-------------------         Officer and Director
  Joseph J. Kirby        (Principal Executive Officer)
                 
                                                   

  David V. Devault          Vice President and Chief         September 30, 1996
--------------------       Financial Officer (Principal
  David V. Devault        Financial and Accounting Officer)

  Gary P. Bennett                Director                   September 30, 1996
-------------------
  Gary P. Bennett

  Larry J. Hirsch                Director                    September 30, 1996
--------------------
  Larry J. Hirsch

                                 Director                   September____, 1996
--------------------
  Mary E. Kennard

                                 Director                   September____, 1996
--------------------
  Steven J. Crandall

                                 Director                   September____, 1996
-------------------
  Richard A. Grills

                                 Director                   September____, 1996

-------------------------
  James W. McCormick, Jr.

  Victor J. Orsinger, II          Director                   September 30, 1996
-------------------------
  Victor J. Orsinger, II

                                  Director                  September____, 1996
--------------------
  James P. Sullivan

  Neil H. Thorp                   Director                    September 30, 1996
-----------------
  Neil H. Thorp

  Katherine W. Hoxsie             Director                    September 30, 1996
---------------------
  Katherine W. Hoxsie

  Brendan P. O'Donnell            Director                    September 30, 1996
----------------------
  Brendan P. O'Donnell

                                  Director                   September____, 1996
----------------------
  Anthony J. Rose, Jr.

  John C. Warren                  Director                    September 30, 1996
-------------------
  John C. Warren

                                  EXHIBIT INDEX

Number            Description                                         Reference

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  By-laws of the  Registrant  -- Filed as  Exhibit  3.(ii) to the
     Registrant's  Annual  Report on Form 10-K for the  fiscal  year ended
     December 31, 1990.*

4.3  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.

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  Amended and Restated  1988 Stock Option Plan -- Filed as
     Exhibit 10.4 to the  Registrant's Annual Report on Form 10-K for the fiscal
     year  ended December 31, 1994.*

99.2 Vote of the  Board of  Directors  of the  Corporation  which  constitutes
     the 1996 Directors' Stock Plan.

*   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.