SUPPLEMENT
(To Prospectus Supplement dated October 9, 1996)
Washington Trust Bancorp, Inc.
Dividend Reinvestment and Stock Purchase Plan
405,000 Shares
COMMON STOCK
PAR VALUE $.0625
The following information supplements and supersedes, and should be
read in conjunction with, the Prospectus Supplement dated October 9, 1996 and
the Prospectus dated February 11, 1994 with respect to the Amended and Restated
Dividend Reinvestment and Stock Purchase Plan (the "Plan") of Washington Trust
Bancorp, Inc. (the "Corporation"). The Plan provides the holders of Common
Stock, par value $.0625 per share ("Common Stock"), of the Corporation and the
employees of the Corporation or any of its subsidiaries, a simple and convenient
method, as described in the Prospectus, of investing cash dividends and optional
cash payments in additional shares of Common Stock.
The Plan was amended, effective October 16, 1997, to increase the
maximum quarterly amount of optional cash payments which can be made by
participants in the Plan, in order to purchase additional shares of Common
Stock, from $1,000 per quarter to $10,000 per quarter.
This Prospectus Supplement reflects that the number of shares issuable
pursuant to the Plan has been increased to 405,000 as a result of a
three-for-two stock split declared by the Board of Directors of the Corporation
which will become effective on November 19, 1997. This Prospectus Supplement
will also be deemed to cover such additional shares of Common Stock as may be
issued under the Plan in the event of a stock dividend, stock split,
reorganization, recapitalization or other similar change in the Common Stock.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Dated: October 22, 1997
