As filed with the Securities and Exchange Commission on July 18, 2003
                     Registration Statement No. 333-________
================================================================================

                       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 of                    (I.R.S. Employer
Incorporation or Organization)                     Identification No.)

                                 23 Broad Street
                          Westerly, Rhode Island 02891
                    (Address of Principal Executive Offices)

            Washington Trust Bancorp, Inc. 2003 Stock Incentive Plan
                            (Full Title of the Plan)
                              --------------------

                                 John C. Warren
                      Chairman and Chief Executive Officer
                         Washington Trust Bancorp, Inc.
                                 23 Broad Street
                          Westerly, Rhode Island 02891
                                 (401) 348-1200
 (Name, Address and Telephone Number Including Area Code, of Agent for Service)
                              --------------------

                                    copy to:

                                Paul W. Lee, P.C.
                               Goodwin Procter LLP
                                 Exchange Place
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000
                              --------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================= ==================== ======================= ====================== ======================
 Title of Each Class of                           Proposed Maximum       Proposed Maximum
    Securities to be         Amount to be        Offering Price per     Aggregate Offering          Amount of
       Registered            Registered(1)            Share(2)               Price(2)           Registration Fee
========================= ==================== ======================= ====================== ======================
<S>                             <C>                    <C>                  <C>                     <C>
Common Stock,                   600,000                $25.04               $15,024,000             $1,215.44
$0.0625 par value
------------------------- -------------------- ----------------------- ---------------------- ----------------------
<FN>
(1)  Plus such  additional  number of shares as may be required  pursuant to the
     2003 Stock Incentive Plan 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 and is based upon the market value of outstanding
     shares of Washington  Trust Bancorp,  Inc.'s common stock on July 15, 2003,
     using the  average of the high and low sale  prices  reported on the Nasdaq
     National Market System on that date.
</FN>
</TABLE>

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

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

*    The information required by Part I to be  contained  in the  Section  10(a)
prospectus  is not  required  to be  filed  with  the  Securities  and  Exchange
Commission (the "Commission") as part of this registration statement on Form S-8
(the "Registration  Statement") in accordance with Rule 428 under the Securities
Act of 1933, as amended (the "Securities Act") and the Introductory Note to Part
I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Washington Trust Bancorp,  Inc. (the "Registrant")  hereby  incorporates by
reference  into this  Registration  Statement the following  documents,  each of
which has been previously  filed with 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, 2002, filed with the Commission on March 20, 2003;

     (b) the  Registrant's  Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2003, filed with the Commission on May 14, 2003; and

     (c) the  description  of the  Registrant's  Common  Stock  contained in its
Registration  Statement on Form 8-A,  filed with the  Commission  on January 10,
1985,  and any  amendments  or reports  filed for the purpose of  updating  such
description.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or  15(d)  of the  Exchange  Act  subsequent  to the  date of this  Registration
Statement 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 to be incorporated by reference  herein
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  hereof 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 supersedes 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  Registrant's  Common  Stock  is  registered  under  Section  12 of the
Exchange Act.

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.  Reference is made to Section 7-1.1-4.1,  as amended, of the General
Laws of Rhode Island (the  "General  Laws"),  which  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.

     In accordance with Section 7-1.1-4.1 of the General Laws,  Article Eleventh
of the  Restated  Articles  of  Incorporation,  as  amended,  of the  Registrant
provides that no director of the Registrant shall be liable to the Registrant or
its stockholders  for monetary  damages for breach of such director's  fiduciary
duty as a director,  except for liability  (i) for any breach of the  director's
duty  of  loyalty  to the  Registrant  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section  7-1.1-43 of the General Laws, or (iv) for
any transaction  from which the director  derived an improper  personal  benefit
(unless  such  transaction  is permitted  by Section  7-1.1-37.1  of the General
Laws).

     The Registrant's  By-Laws provide for indemnification to the fullest extent
permitted under the General Laws. 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.

     Section   7-1.1-4.1(j)  of  the  General  Laws  and  Section  8.04  of  the
Registrant's  By-Laws  provide  that the  Registrant  shall  have  the  power to
purchase  and  maintain  insurance  on  behalf  of  any  person  who is or was a
director,  officer,  employee  or  agent  of the  Registrant,  or  who,  while a
director, officer, employee or agent of the Registrant, is or was serving at the
request of the Registrant as a director,  officer, partner, trustee, employee or
agent of another foreign or domestic  corporation,  partnership,  joint venture,
trust, other enterprise or employee benefit plan, against any liability asserted
against and incurred by such persons in any such  capacity.  The  Registrant has
obtained  insurance  covering  its  directors  and officers  against  losses and
insuring the  Registrant  against  certain of its  obligations  to indemnify its
directors and officers.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The  following  is a complete  list of exhibits  filed or  incorporated  by
reference as part of this Registration Statement:

     4.a  Restated  Articles  of  Incorporation  of the  Registrant  - Filed  as
          Exhibit  3.a to the  Registrant's  Annual  Report on Form 10-K for the
          fiscal year ended  December  31, 2000 and  incorporated  by  reference
          herein.

     4.b  Articles of Amendment to the Restated Articles of Incorporation of the
          Registrant - Filed as Exhibit 3.b to the Registrant's Annual Report on
          Form 10-K for the fiscal year ended December 31, 2002 and incorporated
          by reference herein.

     4.c  Amended and Restated  By-Laws of the Registrant - Filed as Exhibit 3.c
          to the  Registrant's  Annual  Report on Form 10-K for the fiscal  year
          ended December 31, 2002 and incorporated by reference herein.

     5.a  Opinion of Goodwin Procter LLP.*

     15.a Letter regarding  unaudited  interim  financial  information from KPMG
          LLP, as independent accountants.*

     23.a Consent of KPMG LLP.*

     23.b Consent of Goodwin Procter LLP (included in Exhibit 5.a hereto).

     24.a Powers of Attorney (included on signature page hereto).

     99.a Washington  Trust Bancorp,  Inc. 2003 Stock  Incentive Plan - Filed as
          Exhibit A to the Registrant's Proxy Statement, filed by the Registrant
          on March 20, 2003 pursuant to Section 14(a) of the Exchange Act.

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

* Filed herewith

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:

               (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 a 20 percent change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    Registration Statement;  provided,  however, that paragraphs
                    (a)(1)(i)  and  (a)(1)(ii)   herein  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 Section  15(d) of the
                    Exchange  Act  that are  incorporated  by  reference  in the
                    Registration Statement; and

               (iii)To include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously   disclosed  in  the
                    Registration  Statement  or  any  material  change  to  such
                    information in the Registration Statement;

          (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; and

          (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 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 may be permitted to directors, officers and controlling
          persons of the  Registrant  pursuant to the foregoing  provisions,  or
          otherwise,  the Registrant has been advised that in the opinion of the
          Commission such  indemnification is against public policy as expressed
          in the Securities Act and is, therefore,  unenforceable.  In the event
          that a claim for indemnification  against such liabilities (other than
          the  payment  by the  Registrant  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  Securities  Act and will be  governed  by the final
          adjudication of such issue.

<PAGE>


                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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 Westerly, Rhode Island, on July 17, 2003.


                          WASHINGTON TRUST BANCORP, INC.

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

                          By:      David V. Devault
                                   ---------------------------------------------
                                   David V. Devault
                                   Executive Vice President, Treasurer and Chief
                                   Financial Officer








<PAGE>






                                POWER OF ATTORNEY

     Each person whose signature  appears below constitutes and appoints John C.
Warren  and David V.  Devault  and each of them,  as her or his true and  lawful
attorney-in-fact and agent, with full power of substitution,  for her or him and
in her or his name,  place and stead,  in any and all  capacities to sign any or
all amendments or post-effective  amendments to this registration  statement (or
any  registration  statement for the same offering that is to be effective  upon
filing  pursuant to Rule 462(b) under the Securities  Act) and to file the same,
with all exhibits thereto and other documents in connection therewith,  with the
Commission,  granting  unto  said  attorney-in-fact  and  agent  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
attorney-in-fact  and agent or her or his substitute may lawfully do or cause to
be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the date indicated.

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

John C. Warren                 Chairman, Chief Executive Officer   July 17, 2003
----------------------         and Director
John C. Warren

David V. Devault               Executive Vice President, Treasurer July 17, 2003
----------------------         and Chief Financial Officer
David V. Devault

Gary P. Bennett                Director                            July 17, 2003
----------------------
Gary P. Bennett

Steven J. Crandall             Director                            July 17, 2003
----------------------
Steven J. Crandall

Larry J. Hirsch                Director                            July 17, 2003
----------------------
Larry J. Hirsch

Katherine W. Hoxsie            Director                            July 17, 2003
----------------------
Katherine W. Hoxsie

Mary E. Kennard                Director                            July 17, 2003
----------------------
Mary E. Kennard

Edward J. Mazze                Director                            July 17, 2003
----------------------
Edward J. Mazze

Victor J. Orsinger II          Director                            July 17, 2003
----------------------
Victor J. Orsinger II


H. Douglas Randall III         Director                            July 17, 2003
----------------------
H. Douglas Randall III

Joyce Olson Resnikoff          Director                            July 17, 2003
----------------------
Joyce Olson Resnikoff

Patrick J. Shanahan            Director                            July 17, 2003
----------------------
Patrick J. Shanahan


James P. Sullivan              Director                            July 17, 2003
----------------------
James P. Sullivan

Neil H. Thorp                  Director                            July 17, 2003
----------------------
Neil H. Thorp

John F. Treanor                Director                            July 17, 2003
----------------------
John F. Treanor
<PAGE>


                                  EXHIBIT INDEX

         Exhibit
         Number   Description

          4.a  Restated  Articles of  Incorporation of the Registrant - Filed as
               Exhibit 3.a to the  Registrant's  Annual  Report on Form 10-K for
               the fiscal  year ended  December  31,  2000 and  incorporated  by
               reference herein.

          4.b  Articles of Amendment to the Restated  Articles of  Incorporation
               of the  Registrant  - Filed as  Exhibit  3.b to the  Registrant's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               2002 and incorporated by reference herein.

          4.c  Amended and Restated By-Laws of the Registrant - Filed as Exhibit
               3.c to the Registrant's Annual Report on Form 10-K for the fiscal
               year  ended  December  31,  2002 and  incorporated  by  reference
               herein.

          5.a  Opinion of Goodwin Procter LLP.*

          15.a Letter regarding  unaudited  interim  financial  information from
               KPMG LLP, as independent accountants.*

          23.a Consent of KPMG LLP.*

          23.b Consent of Goodwin Procter LLP (included in Exhibit 5.a hereto).

          24.a Powers of Attorney (included on signature page hereto).

          99.a Washington Trust Bancorp,  Inc. 2003 Stock Incentive Plan - Filed
               as Exhibit A to the Registrant's  Proxy  Statement,  filed by the
               Registrant  on March 20, 2003  pursuant  to Section  14(a) of the
               Exchange Act.

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

* Filed herewith
[{"type": "S-8", "sequence": "1", "filename": "s8071703.txt", "description": "S-8 07/17/2003", "secsgml_size_bytes": 23396}]
{"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": "333-107141", "film-number": "03792248"}, "business-address": {"street1": "23 BROAD ST", "city": "WESTERLY", "state": "RI", "zip": "02891", "phone": "4013481200"}}
As filed with the Securities and Exchange Commission on July 18, 2003
                     Registration Statement No. 333-________
================================================================================

                       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 of                    (I.R.S. Employer
Incorporation or Organization)                     Identification No.)

                                 23 Broad Street
                          Westerly, Rhode Island 02891
                    (Address of Principal Executive Offices)

            Washington Trust Bancorp, Inc. 2003 Stock Incentive Plan
                            (Full Title of the Plan)
                              --------------------

                                 John C. Warren
                      Chairman and Chief Executive Officer
                         Washington Trust Bancorp, Inc.
                                 23 Broad Street
                          Westerly, Rhode Island 02891
                                 (401) 348-1200
 (Name, Address and Telephone Number Including Area Code, of Agent for Service)
                              --------------------

                                    copy to:

                                Paul W. Lee, P.C.
                               Goodwin Procter LLP
                                 Exchange Place
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000
                              --------------------

                         CALCULATION OF REGISTRATION FEE
========================= ==================== ======================= ====================== ======================
 Title of Each Class of                           Proposed Maximum       Proposed Maximum
    Securities to be         Amount to be        Offering Price per     Aggregate Offering          Amount of
       Registered            Registered(1)            Share(2)               Price(2)           Registration Fee
========================= ==================== ======================= ====================== ======================
Common Stock,                   600,000                $25.04               $15,024,000             $1,215.44
$0.0625 par value
------------------------- -------------------- ----------------------- ---------------------- ----------------------
(1)  Plus such  additional  number of shares as may be required  pursuant to the
     2003 Stock Incentive Plan 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 and is based upon the market value of outstanding
     shares of Washington  Trust Bancorp,  Inc.'s common stock on July 15, 2003,
     using the  average of the high and low sale  prices  reported on the Nasdaq
     National Market System on that date.
================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

*    The information required by Part I to be  contained  in the  Section  10(a)
prospectus  is not  required  to be  filed  with  the  Securities  and  Exchange
Commission (the "Commission") as part of this registration statement on Form S-8
(the "Registration  Statement") in accordance with Rule 428 under the Securities
Act of 1933, as amended (the "Securities Act") and the Introductory Note to Part
I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Washington Trust Bancorp,  Inc. (the "Registrant")  hereby  incorporates by
reference  into this  Registration  Statement the following  documents,  each of
which has been previously  filed with 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, 2002, filed with the Commission on March 20, 2003;

     (b) the  Registrant's  Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2003, filed with the Commission on May 14, 2003; and

     (c) the  description  of the  Registrant's  Common  Stock  contained in its
Registration  Statement on Form 8-A,  filed with the  Commission  on January 10,
1985,  and any  amendments  or reports  filed for the purpose of  updating  such
description.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or  15(d)  of the  Exchange  Act  subsequent  to the  date of this  Registration
Statement 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 to be incorporated by reference  herein
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  hereof 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 supersedes 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  Registrant's  Common  Stock  is  registered  under  Section  12 of the
Exchange Act.

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.  Reference is made to Section 7-1.1-4.1,  as amended, of the General
Laws of Rhode Island (the  "General  Laws"),  which  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.

     In accordance with Section 7-1.1-4.1 of the General Laws,  Article Eleventh
of the  Restated  Articles  of  Incorporation,  as  amended,  of the  Registrant
provides that no director of the Registrant shall be liable to the Registrant or
its stockholders  for monetary  damages for breach of such director's  fiduciary
duty as a director,  except for liability  (i) for any breach of the  director's
duty  of  loyalty  to the  Registrant  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section  7-1.1-43 of the General Laws, or (iv) for
any transaction  from which the director  derived an improper  personal  benefit
(unless  such  transaction  is permitted  by Section  7-1.1-37.1  of the General
Laws).

     The Registrant's  By-Laws provide for indemnification to the fullest extent
permitted under the General Laws. 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.

     Section   7-1.1-4.1(j)  of  the  General  Laws  and  Section  8.04  of  the
Registrant's  By-Laws  provide  that the  Registrant  shall  have  the  power to
purchase  and  maintain  insurance  on  behalf  of  any  person  who is or was a
director,  officer,  employee  or  agent  of the  Registrant,  or  who,  while a
director, officer, employee or agent of the Registrant, is or was serving at the
request of the Registrant as a director,  officer, partner, trustee, employee or
agent of another foreign or domestic  corporation,  partnership,  joint venture,
trust, other enterprise or employee benefit plan, against any liability asserted
against and incurred by such persons in any such  capacity.  The  Registrant has
obtained  insurance  covering  its  directors  and officers  against  losses and
insuring the  Registrant  against  certain of its  obligations  to indemnify its
directors and officers.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The  following  is a complete  list of exhibits  filed or  incorporated  by
reference as part of this Registration Statement:

     4.a  Restated  Articles  of  Incorporation  of the  Registrant  - Filed  as
          Exhibit  3.a to the  Registrant's  Annual  Report on Form 10-K for the
          fiscal year ended  December  31, 2000 and  incorporated  by  reference
          herein.

     4.b  Articles of Amendment to the Restated Articles of Incorporation of the
          Registrant - Filed as Exhibit 3.b to the Registrant's Annual Report on
          Form 10-K for the fiscal year ended December 31, 2002 and incorporated
          by reference herein.

     4.c  Amended and Restated  By-Laws of the Registrant - Filed as Exhibit 3.c
          to the  Registrant's  Annual  Report on Form 10-K for the fiscal  year
          ended December 31, 2002 and incorporated by reference herein.

     5.a  Opinion of Goodwin Procter LLP.*

     15.a Letter regarding  unaudited  interim  financial  information from KPMG
          LLP, as independent accountants.*

     23.a Consent of KPMG LLP.*

     23.b Consent of Goodwin Procter LLP (included in Exhibit 5.a hereto).

     24.a Powers of Attorney (included on signature page hereto).

     99.a Washington  Trust Bancorp,  Inc. 2003 Stock  Incentive Plan - Filed as
          Exhibit A to the Registrant's Proxy Statement, filed by the Registrant
          on March 20, 2003 pursuant to Section 14(a) of the Exchange Act.

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

* Filed herewith

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:

               (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 a 20 percent change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    Registration Statement;  provided,  however, that paragraphs
                    (a)(1)(i)  and  (a)(1)(ii)   herein  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 Section  15(d) of the
                    Exchange  Act  that are  incorporated  by  reference  in the
                    Registration Statement; and

               (iii)To include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously   disclosed  in  the
                    Registration  Statement  or  any  material  change  to  such
                    information in the Registration Statement;

          (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; and

          (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 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 may be permitted to directors, officers and controlling
          persons of the  Registrant  pursuant to the foregoing  provisions,  or
          otherwise,  the Registrant has been advised that in the opinion of the
          Commission such  indemnification is against public policy as expressed
          in the Securities Act and is, therefore,  unenforceable.  In the event
          that a claim for indemnification  against such liabilities (other than
          the  payment  by the  Registrant  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  Securities  Act and will be  governed  by the final
          adjudication of such issue.
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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 Westerly, Rhode Island, on July 17, 2003.

                          WASHINGTON TRUST BANCORP, INC.

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

                          By:      David V. Devault
                                   ---------------------------------------------
                                   David V. Devault
                                   Executive Vice President, Treasurer and Chief
                                   Financial Officer
POWER OF ATTORNEY

     Each person whose signature  appears below constitutes and appoints John C.
Warren  and David V.  Devault  and each of them,  as her or his true and  lawful
attorney-in-fact and agent, with full power of substitution,  for her or him and
in her or his name,  place and stead,  in any and all  capacities to sign any or
all amendments or post-effective  amendments to this registration  statement (or
any  registration  statement for the same offering that is to be effective  upon
filing  pursuant to Rule 462(b) under the Securities  Act) and to file the same,
with all exhibits thereto and other documents in connection therewith,  with the
Commission,  granting  unto  said  attorney-in-fact  and  agent  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
attorney-in-fact  and agent or her or his substitute may lawfully do or cause to
be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the date indicated.

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

John C. Warren                 Chairman, Chief Executive Officer   July 17, 2003
----------------------         and Director
John C. Warren

David V. Devault               Executive Vice President, Treasurer July 17, 2003
----------------------         and Chief Financial Officer
David V. Devault

Gary P. Bennett                Director                            July 17, 2003
----------------------
Gary P. Bennett

Steven J. Crandall             Director                            July 17, 2003
----------------------
Steven J. Crandall

Larry J. Hirsch                Director                            July 17, 2003
----------------------
Larry J. Hirsch

Katherine W. Hoxsie            Director                            July 17, 2003
----------------------
Katherine W. Hoxsie

Mary E. Kennard                Director                            July 17, 2003
----------------------
Mary E. Kennard

Edward J. Mazze                Director                            July 17, 2003
----------------------
Edward J. Mazze

Victor J. Orsinger II          Director                            July 17, 2003
----------------------
Victor J. Orsinger II

H. Douglas Randall III         Director                            July 17, 2003
----------------------
H. Douglas Randall III

Joyce Olson Resnikoff          Director                            July 17, 2003
----------------------
Joyce Olson Resnikoff

Patrick J. Shanahan            Director                            July 17, 2003
----------------------
Patrick J. Shanahan

James P. Sullivan              Director                            July 17, 2003
----------------------
James P. Sullivan

Neil H. Thorp                  Director                            July 17, 2003
----------------------
Neil H. Thorp

John F. Treanor                Director                            July 17, 2003
----------------------
John F. Treanor
EXHIBIT INDEX

         Exhibit
         Number   Description

          4.a  Restated  Articles of  Incorporation of the Registrant - Filed as
               Exhibit 3.a to the  Registrant's  Annual  Report on Form 10-K for
               the fiscal  year ended  December  31,  2000 and  incorporated  by
               reference herein.

          4.b  Articles of Amendment to the Restated  Articles of  Incorporation
               of the  Registrant  - Filed as  Exhibit  3.b to the  Registrant's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               2002 and incorporated by reference herein.

          4.c  Amended and Restated By-Laws of the Registrant - Filed as Exhibit
               3.c to the Registrant's Annual Report on Form 10-K for the fiscal
               year  ended  December  31,  2002 and  incorporated  by  reference
               herein.

          5.a  Opinion of Goodwin Procter LLP.*

          15.a Letter regarding  unaudited  interim  financial  information from
               KPMG LLP, as independent accountants.*

          23.a Consent of KPMG LLP.*

          23.b Consent of Goodwin Procter LLP (included in Exhibit 5.a hereto).

          24.a Powers of Attorney (included on signature page hereto).

          99.a Washington Trust Bancorp,  Inc. 2003 Stock Incentive Plan - Filed
               as Exhibit A to the Registrant's  Proxy  Statement,  filed by the
               Registrant  on March 20, 2003  pursuant  to Section  14(a) of the
               Exchange Act.

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

* Filed herewith