WASHINGTON TRUST BANCORP INC
8-K, 1997-10-23
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported) October 16, 1997


                         WASHINGTON TRUST BANCORP, INC.
             (Exact name of registrant as specified in its charter)



            RHODE ISLAND                 0-13091               05-0404671
   ------------------------------      ------------       --------------------
   State or other jurisdiction of      (Commission          (I.R.S. Employer
   incorporation or organization)      File Number)        Identification No.)



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



       Registrant's telephone number, including area code (401) 348-1200
                                                          --------------


                                       N/A
- -------------------------------------------------------------------------------
             (Former name, former address and former fiscal year,
                        if changed since last report)


                                Page 1 of 2 Pages
<PAGE>


WASHINGTON TRUST BANCORP, INC.
FORM 8-K


Item 5.  Other Events
         ------------
     On  October  16,  1997,   the  Registrant's  board of  directors  voted  to
     approve a 3-for-2 stock split of the  Registrant's  common stock. The stock
     split, in the form of a stock  dividend,  will be paid on November 19, 1997
     to  shareholders of record as of November 5, 1997. The split will result in
     one  additional  share of common  stock  being  issued for every two shares
     issued  and  outstanding  on the record  date.  The par value of the common
     stock will remain unchanged at $.0625 per share. Cash payments will be made
     in lieu of issuing  fractional  shares.  The cash  payment  for  fractional
     shares will be based on the closing  price of the common  stock as reported
     by NASDAQ on the record date, November 5, 1997.

Item 7.  Financial Statements and Other Exhibits
         ---------------------------------------
         None



                                   SIGNATURES
                                   ----------
Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                WASHINGTON TRUST BANCORP, INC.
                                                ------------------------------
                                                        (Registrant)



October 22, 1997                        By:     David V. Devault
                                                ------------------------------
                                                David V. Devault
                                                Vice President, Treasurer and
                                                Chief Financial Officer
                                                (principal financial officer)

                                     -2-



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