FORM 10-Q

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


[ X ]  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15(D)  OF THE  SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended SEPTEMBER 30, 1996
                    ---------------------------------------------------

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
 ACT OF 1934
For the transition period from                   to
                               ------------------------------------------------

Commission file Number                     0-13091
                     ----------------------------------------------------------

                         WASHINGTON TRUST BANCORP, INC.
             (Exact name of registrant as specified in its charter)

            RHODE ISLAND                                     05-0404671
- --------------------------------------           -----------------------------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                             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
                                                    --------------

                                 NOT APPLICABLE
Former name, former address and former fiscal year, if changed since last report


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
[X] Yes    [ ] No

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of November 1, 1996.

          Class                                 Outstanding at November 1, 1996
- --------------------------------               --------------------------------
Common stock, $.0625 par value                           4,359,780 Shares





WASHINGTON TRUST BANCORP, INC. AND SUBSIDIARY

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1996


                                    CONTENTS


                                                                        Page No.
PART I.  ITEM 1. Financial Information

Consolidated Balance Sheets
       September 30, 1996 and December 31, 1995                               3

Consolidated Statements of Income
       Three Months and Nine Months Ended September 30, 1996 and 1995         4

Consolidated Statements of Changes in Shareholders' Equity
       Nine Months Ended September 30, 1996 and 1995                          5

Consolidated Statements of Cash Flows
       Nine Months Ended September 30, 1996 and 1995                          6

Condensed Notes to Consolidated Financial Statements                          7


PART I.  ITEM 2.

Management's Discussion and Analysis of Financial Condition
       and Results of Operations                                              9


PART II.  Other Information                                                  17


Signatures                                                                   18




WASHINGTON TRUST BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS


                                                                                    September 30,       December 31,
                                                                                      1996               1995
- ------------------------------------------------------------------------------- ------------------ ------------------
                                                                                                     
ASSETS

Cash and due from banks                                                               $18,920,846        $15,051,777
Federal funds sold                                                                         37,426         13,598,869
Mortgage loans held for sale                                                                   --            456,152
Securities available for sale, at fair value;
    cost $138,373,398 and $78,249,075 at September 30, 1996
    and December 31, 1995, respectively                                               145,015,995         85,552,335
Securities held to maturity, at cost; fair value
    $28,301,456 and $29,432,819 at September 30, 1996
    and December 31, 1995, respectively                                                28,263,434         28,872,991
Federal Home Loan Bank stock, at cost                                                   7,185,900          2,995,000

Loans                                                                                 406,893,375        386,458,892
Less allowance for loan losses                                                          8,430,182          7,784,516
- ------------------------------------------------------------------------------- ------------------ ------------------

    Net loans                                                                         398,463,193        378,674,376

Premises and equipment, net                                                            16,822,002         14,646,157
Accrued interest receivable                                                             4,308,885          3,539,305
Other real estate owned, net                                                            1,411,359          1,705,147
Other assets                                                                            2,985,440          2,567,195
- ------------------------------------------------------------------------------- ------------------ ------------------

    Total assets                                                                     $623,414,480       $547,659,304
- ------------------------------------------------------------------------------- ------------------ ------------------

LIABILITIES

Demand deposits                                                                       $66,931,057        $59,470,321
Savings deposits                                                                      174,593,547        177,891,247
Time deposits                                                                         229,462,099        230,492,444
- ------------------------------------------------------------------------------- ------------------ ------------------

    Total deposits                                                                    470,986,703        467,854,012

Dividends payable                                                                         784,444            686,189
Short term borrowings                                                                  10,212,000                 --
Federal Home Loan Bank advances                                                        78,658,517         20,951,266
Accrued expenses and other liabilities                                                  5,519,517          5,231,339
- ------------------------------------------------------------------------------- ------------------ ------------------

    Total liabilities                                                                 566,161,181        494,722,806
- ------------------------------------------------------------------------------- ------------------ ------------------

SHAREHOLDERS' EQUITY

Common stock of $.0625 par value; authorized 10,000,000 shares; issued 4,351,454
    shares at September 30,
    1996 and 4,320,000 shares at December 31, 1995                                        271,966            180,000
Paid in capital                                                                         3,352,538          3,010,795
Retained earnings                                                                      49,759,125         45,690,676
Unrealized gains on securities available for sale, net of tax                           3,985,566          4,381,958
Treasury stock, at cost; 4,698 shares at September 30, 1996 and
    40,695 shares at December 31, 1995                                                  (115,896)           (326,931)
- ------------------------------------------------------------------------------- ------------------ ------------------

    Total shareholders' equity                                                         57,253,299         52,936,498
- ------------------------------------------------------------------------------- ------------------ ------------------

    Total liabilities and shareholders' equity                                       $623,414,480       $547,659,304
- ------------------------------------------------------------------------------- ------------------ ------------------


See accompanying notes to consolidated financial statements.





WASHINGTON TRUST BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME


                                                               Three Months Ended               Nine Months Ended
                                                                  September 30,                   September 30,
                                                               1996           1995              1996            1995
- --------------------------------------------------------- --------------- -------------- ------------------- ------------
                                                                                                 
Interest Income:
    Interest and fees on loans                                $9,149,276     $9,008,831      $26,963,456     $26,683,113
    Interest from securities:
        Interest                                               2,313,500      1,224,064        5,334,968       3,450,502
        Dividends                                                329,668        260,251        1,032,511         644,365
    Federal funds sold and securities purchased
        under agreements to resell                                39,944        281,664          180,024         575,618
- --------------------------------------------------------- --------------- -------------- ---------------- ---------------
Total interest income                                         11,832,388     10,774,810       33,510,959      31,353,598
- --------------------------------------------------------- --------------- -------------- ---------------- ---------------

Interest expense:
    Savings deposits                                             965,344        993,927        2,880,697       2,949,327
    Time deposits                                              3,117,174      3,123,944        9,294,254       8,616,790
    Other                                                        960,264        274,886        1,810,727       1,025,161
- --------------------------------------------------------- --------------- -------------- ---------------- ---------------
Total interest expense                                         5,042,782      4,392,757       13,985,678      12,591,278
- --------------------------------------------------------- --------------- -------------- ---------------- ---------------

Net interest income                                            6,789,606      6,382,053       19,525,281      18,762,320
Provision for loan losses                                        300,000        275,000          900,000         725,000
- --------------------------------------------------------- --------------- -------------- ---------------- ---------------

Net interest income after provision for loan losses            6,489,606      6,107,053       18,625,281      18,037,320
- --------------------------------------------------------- --------------- -------------- ---------------- ---------------

Noninterest income:
    Trust income                                                 904,135        808,735        2,796,555       2,433,790
    Service charges on deposit accounts                          552,778        491,763        1,599,605       1,448,328
    Merchant processing fees                                     405,383        367,015          643,356         558,633
    Gains on sales of securities                                 117,689        111,198          266,026         280,408
    Gains (losses) on loan sales                                  65,693       (193,143)         140,734        (145,068)
    Other income                                                 256,450        214,744          749,390         678,671
- --------------------------------------------------------- --------------- -------------- ---------------- ---------------
Total noninterest income                                       2,302,128      1,800,312        6,195,666       5,254,762
- --------------------------------------------------------- --------------- -------------- ---------------- ---------------

Noninterest expense:
    Salaries and employee benefits                             2,879,537      2,588,549        8,361,495       7,748,633
    Net occupancy                                                309,651        324,673          944,691         903,059
    Equipment                                                    387,690        315,748        1,124,302         936,428
    Deposit taxes and assessments                                 68,500         40,036          205,500         659,002
    Foreclosed property costs, net                               (16,457)        48,648          142,064         224,396
    Office supplies                                              136,227         85,802          379,816         360,732
    Advertising and promotion                                    161,214        148,052          379,768         418,379
    Credit and collection                                        106,202         65,226          320,015         312,586
    Other                                                      1,240,643      1,178,810        3,330,796       3,050,807
- --------------------------------------------------------- --------------- -------------- ---------------- ---------------
Total noninterest expense                                      5,273,207      4,795,544       15,188,447      14,614,022
- --------------------------------------------------------- --------------- -------------- ---------------- ---------------

Income before income taxes                                     3,518,527      3,111,821        9,632,500       8,678,060
Applicable income taxes                                        1,198,000      1,079,000        3,276,000       3,056,000
- --------------------------------------------------------- --------------- -------------- ---------------- ---------------

Net income                                                    $2,320,527     $2,032,821       $6,356,500      $5,622,060
- --------------------------------------------------------- --------------- -------------- ---------------- ---------------

Weighted average shares outstanding - primary                  4,503,519      4,384,283        4,459,812       4,348,125
Weighted average shares outstanding - fully diluted            4,513,578      4,384,236        4,485,803       4,377,233
Earnings per share - primary                                        $.52           $.46            $1.43           $1.29
Earnings per share - fully diluted                                  $.51           $.46            $1.42           $1.28
Cash dividends declared per share                                   $.18           $.16             $.53            $.45


See accompanying notes to consolidated financial statements.






WASHINGTON TRUST BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY




Nine months ended September 30,                                                                 1996             1995
- ------------------------------------------------------------------------------------------ ---------------- ----------------

                                                                                                          
COMMON STOCK

Balance at beginning of year                                                                      $180,000         $180,000
    Issuance of common stock for stock option plan                                                   1,310               --
    3-for-2 stock split in the form of a stock dividend                                             90,656               --
- ------------------------------------------------------------------------------------------ ---------------- ----------------
                                                                                           
Balance at end of period                                                                           271,966          180,000
- ------------------------------------------------------------------------------------------ ---------------- ----------------

PAID-IN CAPITAL

Balance at beginning of year                                                                     3,010,795        2,869,135
    Issuance of common stock for stock option plan                                                 432,399           90,859
    3-for-2 stock split in the form of a stock dividend                                            (90,656)              --
- ------------------------------------------------------------------------------------------ ----------------- ---------------
Balance at end of period                                                                         3,352,538        2,959,994
- ------------------------------------------------------------------------------------------ ---------------- ----------------

RETAINED EARNINGS

Balance at beginning of year                                                                    45,690,676       40,613,979
    Net income                                                                                   6,356,500        5,622,060
    Cash dividends declared                                                                     (2,288,051)       (1,924,722)
- ------------------------------------------------------------------------------------------ ---------------- ----------------
Balance at end of period                                                                        49,759,125       44,311,317
- ------------------------------------------------------------------------------------------ ---------------- ----------------

UNREALIZED GAINS ON SECURITIES AVAILABLE FOR SALE

Balance at beginning of year                                                                     4,381,958        2,801,490
    Change in unrealized gain on securities available for sale, net of tax                        (396,392)       1,573,789
- ------------------------------------------------------------------------------------------ ---------------- ----------------
Balance at end of period                                                                         3,985,566        4,375,279
- ------------------------------------------------------------------------------------------ ---------------- ----------------

TREASURY STOCK

Balance at beginning of year                                                                      (326,931)         (681,620)
    Purchase of treasury stock                                                                    (240,500)              --
    Issuance of common stock for stock option plan                                                 451,535          200,303
- ------------------------------------------------------------------------------------------ ---------------- ----------------
Balance at end of period                                                                          (115,896)         (481,317)
- ------------------------------------------------------------------------------------------ ---------------- ----------------

TOTAL SHAREHOLDERS' EQUITY                                                                     $57,253,299      $51,345,273
- ------------------------------------------------------------------------------------------ ---------------- ----------------


See accompanying notes to consolidated financial statements.






WASHINGTON TRUST BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                                  Nine months ended
                                                                                                    September 30,
                                                                                              1996                1995
- -------------------------------------------------------------------------------------- ------------------- --------------------
                                                                                                                   
Cash flows from operating activities:
 
    Net income                                                                                 $6,356,500           $5,622,060
    Adjustments to reconcile net income to cash provided by operating activities:
        Provision for loan losses                                                                 900,000              725,000
        Provision for valuation of other real estate owned                                        278,180               62,999
        Depreciation of premises and equipment                                                  1,060,360              997,176
        Amortization of net deferred loan fees and costs                                         (107,062)            (471,351)
        Gains on sales of securities                                                             (266,026)            (280,408)
        Losses (gains) on sales of other real estate owned                                       (292,815)              34,268
        Losses (gains) on loan sales                                                             (140,734)             145,068
        Proceeds from sales of loans                                                           12,349,885           12,396,410
        Loans originated for sale                                                             (11,860,824)         (12,959,203)
        Increase in accrued interest receivable                                                  (769,580)            (693,464)
        Increase in other assets                                                                  (46,373)          (1,065,680)
        Increase in accrued expenses and other liabilities                                        288,178              446,508
        Other, net                                                                                155,606               61,702
- -------------------------------------------------------------------------------------- ------------------- --------------------
    Net cash provided by operating activities                                                   7,905,295            5,021,085
- -------------------------------------------------------------------------------------- ------------------- --------------------

Cash flows from investing activities: Securities available for sale:
        Purchases                                                                             (93,759,460)         (19,085,354)
        Proceeds from sales of securities                                                      18,562,653            2,464,969
        Maturities                                                                             15,196,223            5,000,000
    Investment securities:
        Purchases                                                                              (3,687,757)          (7,980,165)
        Maturities and principal repayments                                                     4,249,832            4,227,979
    Investment in Federal Home Loan Bank stock                                                 (4,190,900)             (88,200)
    Loan originations (over) under principal collected on loans                               (20,927,180)           5,337,870
    Proceeds from sales and other reductions of other real estate owned                           700,570               57,459
    Purchases of premises and equipment                                                        (3,248,540)            (910,875)
- -------------------------------------------------------------------------------------- -------------------- --------------------
    Net cash used in investing activities                                                     (87,104,559)         (10,976,317)
- -------------------------------------------------------------------------------------- -------------------- --------------------

Cash flows from financing activities:
    Net increase in deposits                                                                    3,132,691           29,268,180
    Net increase in short term borrowings                                                      10,212,000                  --
    Proceeds from Federal Home Loan Bank advances                                             111,394,000           12,564,839
    Repayment of Federal Home Loan Bank advances                                              (53,686,749)         (19,125,206)
    Purchases of treasury stock                                                                  (240,500)                 --
    Proceeds from issuance of common stock                                                        885,244              291,162
    Cash dividends paid                                                                        (2,189,796)          (1,808,157)
- -------------------------------------------------------------------------------------- ------------------- --------------------
    Net cash provided by financing activities                                                  69,506,890           21,190,818
- -------------------------------------------------------------------------------------- ------------------- --------------------

    Net increase (decrease) in cash and cash equivalents                                       (9,692,374)          15,235,586
    Cash and cash equivalents at beginning of period                                           28,650,646           18,404,910
- -------------------------------------------------------------------------------------- ------------------- --------------------
    Cash and cash equivalents at end of period                                                $18,958,272          $33,640,496
- -------------------------------------------------------------------------------------- ------------------- --------------------

Noncash Investing Activities:
    Transfers from loans to other real estate owned                                            $1,048,764             $233,328
    Loans charged off                                                                             925,514            2,168,958
    Loans made to facilitate the sale of OREO                                                     598,000              304,550
    Change in unrealized gain on securities available for sale, net of tax                       (396,392)           1,573,789
Supplemental Disclosures:
    Interest payments                                                                          $6,078,780           $5,529,806
    Income tax payments                                                                         3,082,088            2,511,250


See accompanying notes to consolidated financial statements.






WASHINGTON TRUST BANCORP, INC. AND SUBSIDIARY
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND 1995


(1) BASIS OF PRESENTATION
The accounting  and reporting  policies of Washington  Trust Bancorp,  Inc. (the
"Corporation") are in accordance with generally accepted  accounting  principles
and conform to general practices within the banking industry.  In the opinion of
management,  the accompanying  consolidated  financial statements present fairly
the Corporation's  financial  position as of September 30, 1996 and December 31,
1995 and the  results  of  operations  and cash  flows for the  interim  periods
presented.

The consolidated  financial  statements  include the accounts of the Corporation
and its wholly-owned  subsidiary,  The Washington Trust Company. All significant
intercompany balances and transactions have been eliminated.

The unaudited  consolidated  financial  statements of Washington  Trust Bancorp,
Inc. presented herein have been prepared pursuant to the rules of the Securities
and Exchange  Commission  for quarterly  reports on Form 10-Q and do not include
all of the  information  and note  disclosures  required by  generally  accepted
accounting  principles.  These statements should be read in conjunction with the
consolidated  financial statements and notes thereto for the year ended December
31, 1995, included in the Corporation's  Annual Report on Form 10-K for the year
ended December 31, 1995.


(2) SECURITIES AVAILABLE FOR SALE

Securities available for sale are summarized as follows:


                                               Amortized           Unrealized       Unrealized          Fair
                                                 Cost                 Gains           Losses             Value
- ------------------------------------------- ---------------- ---------------- ---------------- ------------------
                                                                                         
September 30, 1996
   U.S. Treasury obligations
     and obligations of U.S.
     
     government-sponsored agencies               $50,671,442          308,461        (148,169)        $50,831,734
   Mortgage-backed securities                     75,936,718          157,737        (596,245)         75,498,210
   Corporate stocks                               11,765,238        6,988,682         (67,869)         18,686,051
- ------------------------------------------------------------------------------------------------------------------
   Total                                        $138,373,398        7,454,880        (812,283)       $145,015,995
- ------------------------------------------------------------------------------------------------------------------

December 31, 1995
   U.S. Treasury obligations
     and obligations of U.S.
     government-sponsored agencies               $37,346,696          549,035         (18,203)         $37,877,528
   Mortgage-backed securities                     30,024,608          189,634        (187,345)          30,026,897
   Corporate stocks                               10,877,771        6,783,369         (13,230)          17,647,910
- -------------------------------------------------------------------------------------------------------------------
   Total                                         $78,249,075        7,522,038        (218,778)         $85,552,335
- -------------------------------------------------------------------------------------------------------------------



Included in  corporate  stocks at December 31, 1995 were $7.0 million of auction
rate preferred stocks. These are preferred stock instruments whose dividend rate
is reset by auction  every 49 days to a market  rate  which  results in a market
value of par. There were no auction rate preferred stocks at September 30, 1996.

U.S.  Treasury  obligations  with a fair value of $9,497,032 and $4,519,878 were
pledged to secure public  deposits and for other  purposes at September 30, 1996
and December 31, 1995, respectively.

For the nine months ended September 30, 1996,  proceeds from sales of securities
available for sale amounted to  $18,562,653.  Realized gains and losses on these
sales were $477,936 and $211,910, respectively.


(3) SECURITIES HELD TO MATURITY

The amortized cost and fair value of securities  held to maturity are summarized
as follows:


                                               Amortized           Unrealized       Unrealized          Fair
                                                 Cost                 Gains           Losses           Value
- ------------------------------------------ ---------------- ---------------- ---------------- ------------------
                                                                                             
September 30, 1996
    
   Mortgage-backed securities                   $12,582,948           80,584          (1,116)        $12,662,416
   States and political subdivisions             15,680,486           35,919         (77,365)         15,639,040
- -----------------------------------------------------------------------------------------------------------------
   Total                                        $28,263,434          116,503         (78,481)        $28,301,456
- -----------------------------------------------------------------------------------------------------------------

December 31, 1995
   Mortgage-backed securities                   $13,947,011          497,755              --         $14,444,766
   States and political subdivisions             14,925,980           77,329         (15,256)         14,988,053
- -----------------------------------------------------------------------------------------------------------------
   Total                                        $28,872,991          575,084         (15,256)        $29,432,819
- -----------------------------------------------------------------------------------------------------------------



There were no sales or transfers of securities  held to maturity during the nine
months ended September 30, 1996.


(4) LOAN PORTFOLIO

The following is a summary of loans:


                                                    September 30, 1996        December 31, 1995
- ------------------------------------------------------------------------------------------------
                                                                             
Residential real estate:
    Mortgages                                             $171,686,033             $167,510,929
    Homeowner construction                                   6,731,324                3,071,177
- ------------------------------------------------------------------------------------------------
Total residential real estate                              178,417,357              170,582,106
- ------------------------------------------------------------------------------------------------
Commercial:
    Mortgages                                               64,774,915               58,837,483
    Construction and development                             6,577,463                5,968,404
    Other                                                   97,459,456               96,830,889
- ------------------------------------------------------------------------------------------------
Total commercial                                           168,811,834              161,636,776
- ------------------------------------------------------------------------------------------------
Installment                                                 59,664,184               54,240,010
- ------------------------------------------------------------------------------------------------

    Total loans                                           $406,893,375             $386,458,892
- ------------------------------------------------------------------------------------------------







(5) ALLOWANCE FOR LOAN LOSSES

The following is an analysis of the allowance for loan losses:


                                                  Three months ended                 Nine months ended
                                                    September 30,                      September 30,
                                          ----------------------------------- ---------------------------------
                                                 1996              1995             1996              1995
- ----------------------------------------- -------------------- ------------- -------------------- -------------
                                                                                               
Balance at beginning of period                 $8,150,002        $8,630,876       $7,784,516        $9,327,942
Provision charged to expense                      300,000           275,000          900,000           725,000
Recoveries                                        173,123           269,704          671,180           455,691
Loans charged off                                (192,943)        (835,905)         (925,514)      (2,168,958)
- ----------------------------------------- ---------------- ----------------- ---------------- -----------------
Balance at end of period                       $8,430,182        $8,339,675       $8,430,182        $8,339,675
- ----------------------------------------- ---------------- ----------------- ---------------- -----------------




MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Results of Operations - Quarters Ended September 30, 1996 and 1995
Net income for the three months ended September 30, 1996 amounted to $2,320,527,
up 14.2% over the  $2,032,821  of net income  recorded  in the third  quarter of
1995.  Earnings per share for the quarter  ended  September 30, 1996 amounted to
$.51,  up from the $.46 per share on net income  earned in the  comparable  1995
period.  All share and per share amounts have been adjusted to reflect a 3-for-2
stock split effected on October 15, 1996.

Net interest  income for the three months ended  September 30, 1996 increased by
6.4% over the prior year quarter,  to $6.8 million.  This increase was primarily
attributable  to higher  interest  income from  securities,  which was partially
offset by an increase in interest paid on borrowings. (See additional discussion
under the caption "Net Interest Income".)

The  provision  for loan losses  amounted to $300,000  for the third  quarter of
1996, up from $275,000 recorded in the third quarter of 1995.

Other  noninterest  income  (noninterest  income  excluding  gains  on  sales of
securities  and gains  (losses) on loan sales)  amounted to $2.1 million for the
three months ended September 30, 1996, up 12.6% from the same 1995 period.  This
increase is primarily  due to higher  revenues for trust  services as well as an
increase in service charges earned on deposit accounts.

For the  three  months  ended  September  30,  1996 and 1995,  securities  gains
amounted  to $117,689  and  $111,198,  respectively.  Gains on loan sales in the
third quarter of 1996 amounted to $65,693,  compared to losses on sales of loans
of $193,143  in the third  quarter of 1995.  The 1995 amount  included a loss of
approximately $200,000 resulting from the sale of a pool of loans, most of which
were nonperforming.

Total  noninterest  expense for the quarter ended September 30, 1996 amounted to
$5.3  million,  an  increase  of 10.0% from the  comparable  1995  amount.  This
increase  was largely  attributable  to higher  salaries  and  benefits  expense
resulting  from  increased  staffing  levels and normal salary  adjustments.  In
addition,  equipment  costs were higher due to depreciation  expense  associated
with purchases that occurred in 1995 and in the first half of 1996.


Results of Operations - Nine Months Ended September 30, 1996 and 1995
Net income for the nine months ended  September 30, 1996 amounted to $6,356,500,
13.1% higher than the $5,622,060 of net income  recorded in the comparable  1995
period. Fully diluted earnings per share for the nine months ended September 30,
1996  amounted  to  $1.42,  up 10.9%  over the  $1.28  per  share  earned in the
comparable 1995 period.

The increase in net income in 1996 is due to  increases  in net interest  income
and noninterest  income totaling  $1,703,865,  which were partially offset by an
increase  in the  provision  for loan  losses of  $175,000  and an  increase  in
noninterest expense of $574,425.

Net interest  income for the nine months ended  September 30, 1996  increased by
4.1% over the same prior year period.  This increase was primarily  attributable
to higher  dividend and interest  income from  securities,  which was  partially
offset by an increase in interest  paid on time  deposits and  borrowings.  (See
additional discussion under the caption "Net Interest Income".)

Other  noninterest  income  amounted to $5.8  million for the nine months  ended
September 30, 1996, up by 13.1% from the comparable 1995 amount of $5.1 million.
This increase is primarily due to higher  revenues for trust services as well as
an increase in service charges earned on deposit accounts.

For the nine months ended September 30, 1996 and 1995, securities gains amounted
to  $266,026  and  $280,408,  respectively.  Gains  on loan  sales  for the 1996
year-to-date  period amounted to $140,734,  compared to losses on sales of loans
of  $145,068  for the same  1995  period.  The 1995  amount  includes  a loss of
approximately $200,000 resulting from the sale of a pool of loans, most of which
were nonperforming.

Total noninterest  expense for the nine months ended September 30, 1996 amounted
to $15.2 million, up 3.9% from the 1995 amount of $14.6 million. Federal Deposit
Insurance Corporation premiums for the nine months ended September 30, 1996 were
reduced by  approximately  $467,000  from the  comparable  1995  amount due to a
reduction in rates paid by banks for deposit  insurance  premiums.  This savings
was offset by increases in salaries and benefits and equipment expense. Salaries
and  benefits  were  up due to  increased  staffing  levels  and  normal  salary
adjustments,  while  equipment  costs were  higher due to  depreciation  expense
associated with purchases that occurred in 1995 and in the first half of 1996.






Average Balances/Net Interest Margin - Fully Taxable Equivalent Basis (FTE)
The following table presents average balance and interest rate information.  Tax
exempt  income is converted to a FTE basis by assuming  the  applicable  federal
income tax rate  adjusted for  applicable  state income taxes net of the related
federal  tax  benefit.  For  dividends  on  corporate  stocks,  the 70%  federal
dividends received deduction is also used in the calculation of tax equivalency.
Nonaccrual and renegotiated loans, as well as interest earned on these loans (to
the extent recognized in the Consolidated Statements of Income), are included in
amounts presented for loans.


Nine months ended September 30,                           1996                                1995
- ------------------------------------------ ------------------------------------ ----------------------------------
                                            Average                  Yield/        Average                  Yield/
(Dollars in thousands)                      Balance     Interest       Rate        Balance    Interest        Rate
- -------------------------------------- ------------- ------------ ---------- -------------- ----------- -----------
Interest-earning assets:
                                                                                            
Residential real estate loans              $174,308      10,781       8.25%      $176,397      11,019        8.33%
Commercial and other loans                  164,909      12,178       9.85%       170,141      12,142        9.52%
Installment loans                            56,066       4,067       9.67%        47,599       3,585       10.04%
- -------------------------------------------------------------------------------------------------------------------
   Total loans                              395,283      27,026       9.12%       394,137      26,746        9.05%
Federal funds sold and securities
   purchased under agreements to
   resell                                     4,509         180       5.32%        13,241         575        5.80%
Taxable securities                          114,347       6,469       7.54%        77,201       4,097        7.08%
Nontaxable securities                        15,881         777       6.52%        10,608         523        6.57%
- -------------------------------------------------------------------------------------------------------------------
Total interest-earning assets               530,020      34,452       8.67%       495,187      31,941        8.60%
Non interest-earning assets                  36,940                                36,838
- -------------------------------------------------------------------------------------------------------------------
  Total assets                             $566,960                              $532,025
- -------------------------------------------------------------------------------------------------------------------
Interest-bearing liabilities:
Savings deposits                           $174,556       2,881       2.20%      $178,519       2,949        2.20%
Time deposits                               231,501       9,294       5.35%       221,956       8,617        5.18%
FHLB advances                                38,637       1,721       5.94%        21,790       1,006        6.15%
Other                                         2,175          90       5.48%           442          19        5.89%
- -------------------------------------------------------------------------------------------------------------------
  Total interest-bearing liabilities
                                            446,869      13,986       4.17%       422,707      12,591        3.97%
Non interest-bearing liabilities             64,761                                60,534
- -------------------------------------------------------------------------------------------------------------------
Total liabilities                           511,630                               483,241
Total shareholders' equity                   55,330                                48,784
- -------------------------------------------------------------------------------------------------------------------
  Total liabilities and
    shareholders' equity                   $566,960                              $532,025
- -------------------------------------------------------------------------------------------------------------------
  Net interest income /
    interest rate spread                                $20,466       4.50%                   $19,350        4.63%
- -------------------------------------------------------------------------------------------------------------------
  Net interest margin                                                 5.15%                                  5.21%
- -------------------------------------------------------------------------------------------------------------------
<FN>

Interest  income  amounts  presented  in the table above  include the  following
adjustments for taxable equivalency (in thousands):

                             September 30, 1996         September 30, 1995
- --------------------------- -------------------        -----------------------
Commercial and other loans         $62                            $63
Nontaxable debt securities         527                            337
Corporate stocks                   352                            187
</FN>







Net Interest Income
(The  accompanying  schedule on the previous page should be read in  conjunction
with this discussion.)

FTE net interest income for the nine months ended September 30, 1996 amounted to
$20.5 million,  up by  approximately  $1.1 million,  or 5.8%, over the same 1995
period.  The growth in  interest-earning  assets,  as well as an increase in the
overall rate earned on those assets, were responsible for the improvement in net
interest  income.  The interest rate spread and the net interest  margin for the
nine months ended September 30, 1996 amounted to 4.50% and 5.15%,  respectively.
Comparable amounts for 1995 were 4.63% and 5.21%, respectively.

For the nine months ended September 30, 1996,  average  interest-earning  assets
amounted to $530.0  million,  an increase of $34.8  million,  or 7.0%,  over the
comparable  1995  amount.  The FTE rate of  return on  average  interest-earning
assets was 8.67% for the nine months ended September 30, 1996, up from 8.60% for
the same 1995 period. The growth in average  interest-earning  assets was due to
the increase in average taxable  securities,  which were up by $37.1 million, or
48.1%, from the 1995 amount. The increase in average taxable securities resulted
primarily  from an  investment  leverage  program which was  implemented  in the
second quarter of 1996. The objective of the program is to increase net interest
income and improve  returns on equity,  while  incurring  limited  interest rate
risk.  Approximately $50 million of adjustable rate  mortgage-backed  securities
were purchased  under this program and funded with Federal Home Loan Bank (FHLB)
advances with similar interest rate repricing characteristics.

For the  nine  months  ended  September  30,  1996,  the FTE  yield  on  taxable
securities rose by 46 basis points over the prior year, to 7.54%, as a result of
a change  in the mix of  securities.  During  this  same  period,  average  U.S.
Treasury  obligations  comprised 37% of total average taxable  securities,  down
from  59% for the  comparable  1995  period,  due  largely  to the  purchase  of
higher-yielding   mortgage-backed   securities  under  the  investment  leverage
program.  The  additional  growth in  mortgage-backed  securities  and corporate
stocks resulted from maturing  short-term  investments  and liquidity  generated
from deposit growth. (See notes 2 and 3 to the Consolidated Financial Statements
for more information on the composition of securities.)

The overall yield on average  total loans  amounted to 9.12% for the nine months
ended  September 30, 1996, up from 9.05% in the comparable  1995 period due to a
change in the mix of loans.  The  average  balance  of  installment  loans,  the
highest yielding loan category,  rose by $8.5 million, while the average balance
of  residential  real estate and  commercial  loans declined by $2.1 million and
$5.2 million, respectively.  Another factor in the increase in the overall yield
on average total loans was the increase in the yield on commercial loans,  which
rose 33 basis  points to 9.85%.  Lower  levels of  nonaccrual  commercial  loans
contributed  to this yield  improvement.  In  addition,  most  commercial  loans
reprice periodically based upon the prime rate, which was 8.25% at September 30,
1996 versus 8.75% a year  earlier;  however,  this decline in the prime rate was
partially offset by payments  received under interest rate floor contracts.  The
interest earned on these contracts,  net of floor contract premium amortization,
increased interest earned on commercial loans by approximately  $134,000,  or 11
basis  points,  for the nine months  ended  September  30,  1996.  The yields on
residential real estate and installment loans decreased by 8 basis points and 37
basis points, respectively, from the prior year to date period.

The Corporation's total cost of funds on interest-bearing  liabilities  amounted
to 4.17% for the nine months ended  September  30,  1996,  up from 3.97% for the
comparable  1995  period.  This  increase  was due to increases in the volume of
average  time  deposits and the rate paid on these  deposits,  as well as higher
average  FHLB  advances  outstanding.  These  factors  offset the  benefit of an
increase in average demand deposits, an interest-free source of funding. Average
demand  deposits  for the nine months ended  September  30, 1996 were up by $7.8
million,  or 14.6%, from the same prior year period.  Average time deposits rose
4.3% from the  prior  year  amount,  to  $231.5  million.  The rate paid on time
deposits was 5.35% for the first nine months of 1996, up from 5.18% for the same
1995 period.  While average savings deposits for the nine months ended September
30, 1996  declined by 2.2% from the  comparable  1995  amount,  the rate paid on
these deposits remained unchanged from the prior year period at 2.20%.

Average FHLB  advances for the nine months ended  September 30, 1996 amounted to
$38.6 million,  up by 77.3% from the $21.8 million  average balance for the same
1995 period. The additional  advances were used primarily to purchase securities
under the investment leverage program implemented in the second quarter of 1996.
The average rate paid on FHLB  advances for the nine months ended  September 30,
1996 was 5.94%, a decrease of 21 basis points from the prior year rate.


Financial Condition and Liquidity
Total assets  amounted to $623.4  million at September  30, 1996, an increase of
$75.8  million  from the  December  31, 1995 amount of $547.7  million.  Average
assets totaled  $567.0 million for the nine months ended  September 30, 1996, up
by 6.6% over the comparable 1995 period.

Securities  Available for Sale - The amortized cost of securities  available for
sale at  September  30, 1996  amounted to $138.4  million,  an increase of $60.1
million over the December 31, 1995 amount of $78.2 million.  Approximately $50.0
million  of this  increase  is  attributable  to  adjustable  rate  pass-through
securities   and   collateralized    mortgage   obligations   issued   by   U.S.
government-sponsored agencies which were purchased under the investment leverage
program which began in the second quarter of 1996.  (See Net Interest Income for
additional discussion of the investment leverage program).

The net unrealized  gain on securities  available for sale decreased in the nine
months  ended  September  30, 1996 by  approximately  $660,000.  This decline is
attributable  to the decline in the market  value of debt  securities  resulting
from the rise in  medium-term  and  long-term  Treasury  rates that has occurred
since December 31, 1995.

Securities  Held to Maturity - The carrying value of securities held to maturity
amounted to $28.3  million at  September  30, 1996,  down from $28.9  million at
December  31,  1995.  The net  unrealized  gain on  securities  held to maturity
amounted  to  approximately  $38,000  and  $560,000  at  September  30, 1996 and
December 31, 1995,  respectively,  representing  a reduction of $522,000  during
this nine-month period. This decline was attributable to the rise in medium-term
and long-term Treasury rates occurring since December 31, 1995.

Loans - Total  loans  amounted  to $406.9  million at  September  30,  1996,  an
increase of $20.4 million, or 5.3%, from the December 31, 1995 balance of $386.5
million.  All  categories of loans  exhibited  increases  over the year-end 1995
amounts.  The strong growth in  installment  loans  experienced  during 1995 has
continued in 1996. As of September 30, 1996,  installment loans were up by 10.0%
over the December 31, 1995  balance.  Demand for  commercial  loans has improved
after being relatively soft during 1995, with the largest increase  occurring in
the  commercial  mortgage  portfolio.  Residential  mortgages  increased by $4.1
million from the December 31, 1995 balance due to a decision by the  Corporation
to  retain  15-year  fixed  rate  mortgages  in  its  portfolio  of  loans.  The
Corporation  continues to sell  substantially all 30-year fixed rate residential
mortgage  originations,  and has retained  servicing  rights on all  residential
mortgage loans sold.

Deposits and Other  Borrowings - Total  deposits  amounted to $471.0  million at
September  30,  1996,  up by $3.1  million  from the December 31, 1995 amount of
$467.9  million.  Savings and time deposits  decreased by 1.1% from the December
31, 1995  balance.  Demand  deposits  increased by 12.6% from the year-end  1995
amount due to the normal seasonal deposit inflow.

The  Corporation  utilizes  FHLB  advances as a funding  source.  FHLB  advances
amounted to $78.7  million at September  30, 1996,  up by $57.7 million from the
December 31, 1995 amount.  In addition,  short-term  borrowings  outstanding  at
September 30, 1996 amounted to $10.2 million.  The additional  FHLB advances and
short-term  borrowings were used to fund loan growth and to purchase  securities
under the investment leverage program implemented in the second quarter of 1996.
The  Corporation  is required to  maintain a level of  investment  in FHLB stock
which is based on the level of its FHLB advances. As a result of the increase in
the FHLB advances  during 1996, the  Corporation has increased its investment in
FHLB stock from  $2,995,000  at December 31, 1995 to $7,185,900 at September 30,
1996.

For the nine months ended  September  30, 1996,  net cash provided by operations
amounted to $7.9  million,  the  majority of which was  generated by net income.
Proceeds  from sales of loans in the first nine months of 1996 amounted to $12.3
million,  while loans  originated for sale amounted to $11.9  million.  Net cash
used in investing activities amounted to $87.1 million and was primarily used to
purchase securities available for sale and for loan originations.  Net cash used
in investing activities also included $3.2 million used to purchase premises and
equipment.  The funding for cash used in investing  activities  was generated by
utilizing cash and cash equivalents, by a net increase in FHLB advances of $57.7
million,  and by an increase in  short-term  borrowings of $10.2  million.  (See
Consolidated Statements of Cash Flows for additional information.)

During 1996, the  Corporation has announced plans to expand its market area into
contiguous communities. The Corporation will open a new 5,900 square foot branch
office later this year in North  Kingstown,  Rhode Island.  The branch will be a
full service banking office,  offering  deposit and loan services for businesses
and  consumers,  as well as trust  and  investment  services.  Plans  were  also
announced to install  branches in two  supermarkets  in early 1997. The branches
will offer a complete range of financial products and services.  The Corporation
has also entered into an agreement to acquire a branch  office of a  Connecticut
bank and its deposits of approximately $10 million.  The transaction is expected
to become effective during the first quarter of 1997.

Asset Quality

Nonperforming assets are summarized in the following table:



                                                         September 30,        December 31,
(Dollars in thousands)                                       1996                 1995
                                                        ----------------    -----------------
                                                                                
Nonaccrual loans 90 days or more past due                        $3,896             $4,616
Nonaccrual loans less than 90 days past due                       2,356              3,958
                                                         ---------------    ---------------
Total nonaccrual loans                                            6,252              8,574
                                                         ---------------    ---------------
Other real estate owned:
  Properties acquired through foreclosure                         1,721              2,115
  Valuation allowance                                             (310)              (410)
                                                         ---------------    ---------------
Total other real estate owned                                     1,411              1,705
                                                         ---------------    ---------------
Total nonperforming assets                                       $7,663            $10,279
                                                         ---------------    ---------------
Nonaccrual loans as a % of total loans                             1.5%               2.2%
Nonperforming assets as a % of total assets                        1.2%               1.9%
Allowance for loan losses to nonaccrual loans                    134.8%              90.8%



Not included in the analysis of  nonperforming  assets at September 30, 1996 and
December  31,  1995  above  are   approximately   $1.7  million  and   $257,000,
respectively,  of loans greater than 90 days past due and still accruing.  These
loans  consist   primarily  of  residential   mortgages   which  are  considered
well-collateralized and in the process of collection and therefore are deemed to
have no loss exposure. In addition, at September 30, 1996 and December 31, 1995,
there were approximately $47,000 and $28,000, respectively, of credit card loans
which were 90 days or more past due and still accruing.  The average balance and
corresponding  percentage of net  charge-offs  on credit card loans for the nine
months ended  September 30, 1996 amounted to $3,755,000 and 2.4%,  respectively.
This  compares  to an average  balance  and  percentage  of net  charge-offs  of
$3,609,000 and 1.1%, respectively, for the year ended December 31, 1995.

The following is an analysis of nonaccrual loans by loan category:

                                             September 30,       December 31,
(In thousands)                                   1996                1995
                                            ---------------    ----------------
Residential mortgages                            $2,505             $2,280
Commercial:
   Mortgages                                      1,482              2,798
   Construction and development                     230                280
   Other (1)                                      1,688              2,779
Installment                                         347                437
                                             ---------------    ---------------
Total nonperforming loans                        $6,252             $8,574
                                             ---------------    ---------------

(1) Loans to businesses and individuals, a substantial portion of which is fully
or partially collateralized by real estate.

Impaired  loans consist of all  nonaccrual  commercial  loans.  At September 30,
1996,  the  recorded  investment  in impaired  loans was  $3,400,000,  including
$1,902,000 which had a related allowance amounting to $343,000.  At December 31,
1995,  the  recorded  investment  in impaired  loans was  $5,855,000,  including
$4,854,000 which had a related allowance  amounting to $953,000.  The balance of
impaired  loans which did not require an  allowance  at  September  30, 1996 and
December 31, 1995 was $1,498,000 and $1,001,000,  respectively.  During the nine
months ended  September 30, 1996,  the average  recorded  investment in impaired
loans was $4,952,000.  Also during this period,  interest  income  recognized on
impaired loans amounted to approximately  $204,000.  Interest income on impaired
loans is recognized on a cash basis only.

The balance of other real estate owned is comprised  of the  following  types of
properties (in thousands):

                                                September 30,      December 31,
                                                     1996              1995
                                               --------------    --------------
Commercial real estate                                $740             $671
Residential real estate                                450              707
Land and other                                         531              737
                                                 -------------    -------------
                                                     1,721            2,115
Valuation allowance                                   (310)            (410)
                                                 -------------    -------------
Total other real estate owned                       $1,411           $1,705
                                                 -------------    -------------


An analysis  of the  activity  relating to other real estate  owned for the nine
months ended September 30, 1996 follows (in thousands):

Balance at beginning of year                                 $2,115
Transfers from loans, net                                     1,049
Sales and other reductions                                   (1,452)
Other                                                             9
                                                         -----------
                                                              1,721
Valuation allowance                                            (310)
                                                         -----------
Balance at end of period                                     $1,411
                                                         -----------






The following is an analysis of the OREO valuation allowance for the nine months
ended September 30, 1996 (in thousands):

Balance at beginning of period                                 $410
Provision charged to expense                                    278
Sales and other reductions                                     (378)
                                                        -------------
Balance at end of period                                       $310
                                                         -----------


Capital Resources
Total  equity  capital  amounted to $57.3  million,  or 9.2% of total  assets at
September  30, 1996.  This  compares to $52.9  million,  or 9.7% at December 31,
1995.  Total  equity  increased by $4.3  million  from  December 31, 1995,  $4.1
million of which is attributable to earnings retention.

The  Corporation's  total  risk-adjusted  capital  ratio  amounted  to 15.48% at
September  30,  1996.  Banks are  required  to  maintain  a minimum  capital  to
risk-adjusted  asset ratio of 8%. The  Corporation's  leverage ratio amounted to
8.90% at September 30, 1996,  well above the  regulatory  requirement  of 3% for
banking  organizations with strong earnings,  liquidity and asset quality who do
not anticipate significant growth and who have well-diversified risk.

Dividends payable at September 30, 1996 amounted to $784,444,  representing $.18
per share  payable on October 15,  1996,  an increase of 12.5% over the $.16 per
share  declared in the third quarter of 1995.  These per share amounts have been
adjusted to reflect the 3-for-2 stock split paid in the form of a stock dividend
on October 15, 1996 to shareholders of record on October 1, 1996.

The source of funds for dividends paid by the Corporation is dividends  received
from its subsidiary bank. The subsidiary bank is a regulated enterprise,  and as
such its ability to pay dividends to the parent is subject to regulatory  review
and restriction.

In June  1996,  the  Corporation's  Board of  Directors  approved  a program  to
repurchase up to 87,000  (split-adjusted) or approximately 2% of its outstanding
common shares.  The Corporation plans to hold the repurchased shares as treasury
stock to be used for general  corporate  purposes.  During the third  quarter of
1996, shares were repurchased under this program at a total cost of $240,500.






                                                      PART II
                                                 OTHER INFORMATION

Item 1.  Legal Proceedings
         None

Item 2.  Changes in Securities
         None

Item 3.  Defaults upon Senior Securities
         None

Item 4.  Submission of Matters to a Vote of Security Holders
         None

Item 5.  Other Information
         None


Item 6.  Exhibits and Reports on Form 8-K
         (a)  Exhibit index

                  Exhibit No.
              Exhibit 11   Statement re Computation of Earnings Per Share

         (b) The  following  reports on Form 8-K were filed  during the  quarter
ended September 30, 1996:

         On August  23,  1996,  a Form 8-K was  filed  which  reported  that the
         Corporation's  Board of  Directors  declared a  dividend  of one common
         share  purchase  right (a "Right") for each share of common stock,  par
         value $.0625 per share (the "Common  Shares")  outstanding on September
         3, 1996 to the shareholders of record on that date.

         On September  19, 1996,  a Form 8-K was filed which  reported  that the
         Corporation's Board of Directors voted to approve a 3-for-2 stock split
         on shares  on common  stock.  The stock  split,  in the form of a stock
         dividend,  was paid on October 15, 1996 to shareholders of record as of
         October 1, 1996.





                                   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)



November 14, 1996                     By: Joseph J. Kirby
                                      ------------------------
                                      Joseph J. Kirby
                                      Chairman and Chief Executive Officer
                                     (principal executive officer)






November 14, 1996                    By: David V. Devault
                                     -------------------------
                                     David V. Devault
                                     Vice President and Chief Financial Officer
                                    (principal financial officer)