8-K

                                  UNITED STATES
                       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)
                                 April 16, 2002

                         WASHINGTON TRUST BANCORP, INC.
                          -----------------------------
               (Exact Name of Registrant as Specified in Charter)


               Rhode Island             0-13091          05-0404671
         ------------------------ ------------------- -----------------
       (State or Other Jurisdiction (Commission File  (IRS Employer
        of Incorporation)            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

            Former name or address, if changed from last report: N/A

Item 5.  Other Events

     On April 16, 2002,  Washington Trust Bancorp,  Inc.  ("Washington  Trust"),
parent of The  Washington  Trust  Company,  completed its  acquisition  of First
Financial  Corp.  ("First  Financial"),  parent of First Bank and Trust  Company
("First Bank"). As a result of the acquisition,  First Financial has been merged
into Washington  Trust and First Bank has been merged into The Washington  Trust
Company.  Holders of First Financial  common stock are entitled to receive 0.842
of a share of Washington Trust common stock,  par value $0.0625 per share,  plus
$16.00 in cash, for each share of First  Financial  common stock that they hold,
with cash to be paid in lieu of fractional  shares.  The press release issued by
Washington Trust is attached hereto as Exhibit 99.1, and is incorporated  herein
by reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

    (c)  Exhibits  Exhibit 99.1 - Press  Release of  Washington  Trust  Bancorp,
         Inc., dated April 16, 2002


                                   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.


Date:  April 18, 2002                          By: John C. Warren
                                                   --------------
                                                   John C. Warren
                                                   Chairman and Chief
                                                   Executive Officer

EX-99

                                  EXHIBIT INDEX

Exhibit No.       Description

Exhibit 99.1      Press Release of Washington Trust Bancorp, Inc., dated
                  April 16, 2002

                                  Exhibit 99.1

Contact: Elizabeth B. Eckel,
Senior Vice President, Marketing
Telephone (401) 348-1309
E-mail: beckel@washtrust.com
Date: April 16, 2002


Washington Trust Completes First Bank Acquisition

Deal Gives Bank Branches in Providence and Cranston


Westerly,  Rhode Island...  Washington  Trust Bancorp,  Inc.  (NASDAQ:  National
Market;  symbol:  WASH),  parent of The Washington Trust Company today announced
that it has completed its acquisition of First Financial Corp. (NASDAQ: National
Market;  symbol:  FTFN),  parent of First Bank and Trust Company. As a result of
the acquisition,  First Financial Corp. has been merged with and into Washington
Trust  Bancorp,  Inc. and First Bank and Trust  Company has been merged with and
into The Washington Trust Company. The conversion of First Bank deposit and loan
accounts  will take  place at the close of  business  on May 10,  2002.

John C. Warren, Washington Trust's Chairman and Chief Executive Officer, stated,
"This is a terrific  acquisition  for us, as it gives us a solid presence in the
Greater Providence and central Rhode Island marketplace." Warren added, "It also
supports our expansion into Warwick,  Rhode Island."  Washington  Trust plans to
open a 7,000+ square foot,  full-service  branch at 236 Centerville  Road (Route
117) near the Apponaug section of Warwick later this year. Warren noted,  "These
initiatives enable us to bring our unique community banking strategy,  including
trust and investment  management  services,  personal and business  banking to a
wider audience in Rhode Island."

Under the merger,  shareholders  of First  Financial  common  stock will receive
0.842 of a  Washington  Trust  share plus $16.00 in cash for each share of First
Financial  common  stock  that  they  hold,  with  cash  to be  paid  in lieu of
fractional shares.

As a result of the acquisition,  Patrick J. Shanahan,  Jr., First Bank Chairman,
President  and CEO has joined  Washington  Trust's  Board of  Directors.  Warren
noted,  "Pat  brings a wealth  of  experience  in  community  banking  and we're
thrilled  to have him join the  Washington  Trust  team."  Founded in 1800,  The
Washington  Trust Company is a  state-chartered  bank and offers a full range of
financial  services,  including  trust and  investment  management,  through its
branch offices in Rhode Island and southeastern Connecticut. The Bank also has a
trust and  investment  management  office and Phoenix  Investment  Management in
Providence,  Rhode Island. The Bank is a subsidiary of Washington Trust Bancorp,
Inc.  whose common stock trades on The Nasdaq Stock  Market(R)  under the symbol
WASH. Web site address: www.washtrust.com.

                                    -# # #-

This release contains certain statements that may be considered  forward-looking
statements  within the meaning of Section 27A of the  Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The
Corporation's actual results could differ materially from those projected in the
forward-looking  statements  as a result,  among  other  factors,  of changes in
general  national or regional  economic  conditions,  changes in interest rates,
reductions in the market value of trust and investment  assets under management,
reductions in deposit levels necessitating increased borrowing to fund loans and
investments,  changes in the size and nature of the  Corporation's  competition,
changes in loan default and  charge-off  rates,  unanticipated  difficulties  in
integrating First Financial Corp.'s operations,  unanticipated costs relating to
the merger and changes in the  assumptions  used in making such  forward-looking
statements.