WASHINGTON TRUST BANCORP INC
8-K, 1998-01-02
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) December 22, 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)
- --------------------------------------------------------------------------------








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<PAGE>


WASHINGTON TRUST BANCORP, INC.
FORM 8-K


Item 5.  Other Events
On December  22,  1997,  the  Registrant  announced  that its Board of Directors
approved a program to  repurchase up to 150,000  shares of its common stock,  or
approximately  2.3% of its outstanding  shares, in the open market or in private
transactions, based upon market conditions.

For further  information,  reference is made to the  Registrant's  press release
dated December 22, 1997 attached hereto as Exhibit 99, and which is incorporated
herein by reference.


Item 7.  Financial Statements and Other Exhibits

  Exhibit No.       Description                                          Page
  -----------       -----------------------------------                  ----
  Exhibit 99        Washington Trust Bancorp, Inc.                         3
                    Press Release Dated December 22, 1997


                                   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)



January 2, 1998                             By:  David V. Devault
                                            ----------------------   
                                            David V. Devault
                                            Vice President, Treasurer and
                                            Chief Financial Officer
                                            (principal financial officer)











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News Release                                Contact: John C. Warren, President
                                                     and Chief Executive Officer
                                                     Telephone: (401) 348-1200
                                                     Date:  December 22, 1997
                                                     FOR IMMEDIATE RELEASE

                Washington Trust Announces Stock Repurchase Plan

Westerly, Rhode Island --Washington Trust Bancorp, Inc. (Nasdaq National Market:
WASH), parent of The Washington Trust Company, today announced that its Board of
Directors has authorized the repurchase of up to 150,000 shares of the company's
stock, or approximately 2.3% of its outstanding shares.

John C. Warren,  President  and Chief  Executive  Officer of  Washington  Trust,
stated, "This program exemplifies our commitment to enhancing shareholder value.
We have a strong capital position which allows us to consider  repurchases based
on market conditions and future earnings."

The Board  resolution  provides for the  repurchase  of common stock on the open
market  or in  privately  negotiated  transactions  from  time to time at market
prices.  The  current  plan  replaces a June 1996  authorization  to  repurchase
130,500 shares,  as adjusted for a November stock split, of which  approximately
91,000  shares have been  repurchased  to date.  There is no guarantee as to the
exact number of shares to be repurchased.  The company's present plan is to hold
the  repurchased  shares  as  treasury  stock to be used for  general  corporate
purposes.

The Washington Trust Company,  founded in 1800, offers a full range of financial
services,  including trust and investment management,  through its eleven branch
offices in  southern  Rhode  Island and  southeastern  Connecticut.  The Company
recently  announced  plans to open a  financial  services  office in New London,
Connecticut in early 1998.



                                  (Logo here)
                         Washington Trust Bancorp, Inc.
                  23 Broad Street Westerly, Rhode Island 02891
                    Telephone 401-348-1200 Fax 401-348-1386








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