Mail Stop 4561							April 13, 2009


Mr. John C. Warren
Chairman and Chief Executive Officer
Washington Trust Bancorp, Inc.
23 Broad Street
Westerly, Rhode Island 02891


      Re:	Washington Trust Bancorp, Inc.
      Form 10-K, filed February 27, 2009
		File No. 000-13091

Dear Mr. Warren:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2008
Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations
Financial Condition
Commercial Loans, pages 44-45

1. Tell us and expand the MD&A discussion in future filings to
address the trend in commercial loans in light of national and
economic conditions.  Refer to Item 303 of Regulation S-K and
Section
501.02 of the Financial Reporting Codification.  In addition,
specifically address any changes in the business model or changes
in
underwriting standards that could be underlying the growth in
commercial loans over the past two years.

Financial Statements
Note 4 - Securities, page 80

2. We note the significant unrealized losses related to your
individual name issuer and pooled trust preferred securities at
December 31, 2008.  We have the following comments:

* Please provide us a detailed analysis of the securities`
impairment
as of December 31, 2008 that identifies all available evidence,
explains the relative significance of each piece of evidence, and
identifies the primary evidence on which you rely to support a
realizable value equal to or greater than the carrying value of
the
investment.  Specifically tell us if you considered all available
evidence, including information received after year end, affecting
the projected cash flows as of the period end.  We may have
further
comment based on your response; and

* Please provide us, and consider disclosing in all future
filings, a
table detailing the following information for your trust preferred
securities: deal name, single-issuer or pooled, class, book value,
fair value, unrealized gain/loss, credit ratings, number of banks
in
issuance, deferrals and defaults as a percentage of collateral,
and
excess subordination after taking into account your best estimates
of
future interest deferrals and defaults.

3. We note your disclosure that four of your individual name
issuer
trust preferred securities were downgraded to below investment
grade
subsequent to December 31, 2008.  Please tell us how you
determined
that the securities impairment was temporary at December 31, 2008
considering the fact that the securities were downgraded below
investment grade subsequent to year end.  This downgrade appears
to
be a critical and compelling piece of evidence considering the
definition of a below investment grade credit rating states that
there is high or substantial credit risk and that the security has
speculative elements or is considered speculative.

Note 14 - Fair Value Measurements
Items Measured at Fair Value on a Recurring Basis, page 99

4. We note you use pricing models (independent and third-party) to
value securities available for sale and derivatives.  Please tell
us
and revise your future filings to disclose the following:

* The number of prices you generally obtain per instrument, and if
you obtained multiple prices, how you determine the ultimate fair
value used in your financial statements;

* Whether, an if so, how and why, you adjusted prices obtained
from
the pricing service; and

* If true, please include an affirmative statement that based on
your
internal review procedures, the fair values provided by the
pricing
services are consistent with the principals of SFAS 157.

5. Reference is made to the table presenting the changes in Level
3
assets and liabilities measured at fair value on a recurring
basis.
Please tell us and revise future filings to disclose the
following:

* The company`s policy for reflecting transfers either into or out
of
"Level 3" as of the beginning of the period, the end of the period
or
on the exact date of the transfer.

* Separately quantify the gain or loss for each type of financial
instrument transferred into "Level 3" during the period; and

* Discuss the specific inputs that became unobservable during the
period for transfers into "Level 3" during the period.

General
6. Please use file number 001-32991 instead of 000-13091, in
future
filings.

   *		*		*		*		*

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Christina Harley, Staff Accountant at (202)
551-3695 or Sharon Blume, Assistant Chief Accountant at (202) 551-
3474 if you have questions regarding comments on the financial
statements and related matters.  Please contact Michael R.
Clampitt,
Attorney-Advisor at 202-551-3434 or me at (202) 551-3491 with any
other questions.

      					Sincerely,


      					Todd Schiffman
      					Assistant Director
      					Financial Services Group