Mail Stop 4561							June 3, 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 8-K, filed April 27, 2009
		File No. 001-32991

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 8-K dated April 27, 2009

1. We note your presentation of "tangible book value per share,"
"return on average tangible assets," "return on average tangible
equity" and "tangible equity to tangible assets" in the
information
furnished under Item 2.02 of the Form 8-K dated April 27, 2009.
These ratios appear to be non-GAAP measures as defined by
Regulation
G and Item 10(e) of Regulation S-K as they are not required by
GAAP,
Commission Rules, or banking regulatory requirements.  To the
extent
you plan to provide these non-GAAP ratios in the future, the staff
notes the following:

* To the extent you disclose or release publicly any material
information that includes a non-GAAP measure, you should be
cognizant
of the requirements in Regulation G to label the measure as non-
GAAP
and provide a reconciliation to the most clearly comparable GAAP
measure.

* To the extent that you plan to disclose these ratios in future
Item
2.02 Form 8-K`s, you should provide all of the disclosures
required
by Item 10(e)(1)(i) of Regulation S-K as required by Instruction 2
to
Item 2.02 of Form 8-K.

* To the extent these ratios are disclosed in future filings with
the
Commission, you should comply with all of the requirements in Item
10(e) of Regulation S-K, including clearly labeling the ratios as
non-GAAP measures and comply with all of the disclosure
requirements.


   *		*		*		*		*

      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