Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
WARREN JOHN C
 2. Issuer Name and Ticker or Trading Symbol
WASHINGTON TRUST BANCORP INC [WASH] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last)
(First)
(Middle)

171-B OCEAN ROAD		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004
(Street)


NARRAGANSETT, RI 02882		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock             44,443 (1) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock $ 0 (2)             (2)   (2) Common Stock
1,060.357
  1,060.357
D
 
Phantom Stock $ 0 (2) 01/15/2004   L 6.272     (2)   (2) Common Stock
6.272
$ 27.05 1,066.629
D
 
Phantom Stock $ 0 (2) 04/15/2004   L 7.128     (2)   (2) Common Stock
7.128
$ 25.44 1,073.757
D
 
Phantom Stock $ 0 (2) 07/15/2004   L 7.224     (2)   (2) Common Stock
7.224
$ 25.27 1,080.981
D
 
Phantom Stock $ 0 (2) 10/15/2004   L 6.937     (2)   (2) Common Stock
6.937
$ 26.49 1,087.918
D
 
Stock Options (Right to buy) $ 9.7778           05/13/1996 05/13/2006 Common Stock
5,362
  5,362
D
 
Stock Options (Right to buy) $ 15.25           05/15/2000 05/15/2010 Common Stock
22,953
  22,953
D
 
Stock Options (Right to buy) $ 17.5           05/17/1999 05/17/2009 Common Stock
6,856
  6,856
D
 
Stock Options (Right to buy) $ 17.8           04/23/2001 04/23/2011 Common Stock
28,000
  28,000
D
 
Stock Options (Right to buy) $ 18.25           12/15/1997 12/15/2007 Common Stock
18,750
  18,750
D
 
Stock Options (Right to buy) $ 20           05/12/2004 05/12/2013 Common Stock
28,125
  28,125
D
 
Stock Options (Right to buy) $ 20.03           04/22/2002 04/22/2012 Common Stock
26,960
  26,960
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WARREN JOHN C
171-B OCEAN ROAD
NARRAGANSETT, RI 02882		   X     Chairman & CEO  

Signatures

/s/ David V. Devault EVP, Treas, CFO - POA 02/10/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Balance reflects disposition of cash for payment of fractional shares from the Corporation's dividend reinvestment plan and acquisitions pursuant to dividend reinvestments, both exempt from Form 4 reporting under Rule 16a-11.
(2) The phantom stock units were accrued under The Washington Trust Company's deferred compensation plan and are to be settled in cash and/or common stock upon the reporting person's elections at the time of payment. The conversion of the derivative is 1 for 1.

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