SEC FORM 3/A

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

WALLACE DAVID W

(Last)

(First)

(Middle)

680 STEAMBOAT ROAD

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/20/2004

3. Issuer Name and Ticker or Trading Symbol
WASHINGTON TRUST BANCORP INC [ WASH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
01/30/2004

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $.0625 par value	492,980	D⁽¹⁾⁽²⁾
Common Stock, $.0625 par value	122,000	I⁽¹⁾⁽²⁾	By Spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. The reporting person included the following information on his Form 3 filed on January 30, 2004 which is not required: (1) 481,000 shares of Common Stock held by the Robert R. Young Foundation (the "Young Foundation") of which the reporting person serves as trustee and president and (2) 225,000 shares of Common Stock held by the Jean and David W. Wallace Foundation (the "Wallace Foundation") of which the reporting person serves as trustee and president.

2. (Continued from Footnote 1) Although the reporting person has voting and dispositive power over the shares owned by each of the Young Foundation and the Wallace Foundation, he does not have a direct or indirect pecuniary interest in the shares. Therefore, in accordance with Rule 16a-1(a)(2), the shares owned by each of the Young Foundation and the Wallace Foundation should not have been included on the original Form 3. As of January 20, 2004, the only shares that the reporting person had an obligation to report are: (1) the 492,980 shares the reporting person directly owns and (2) the 122,000 shares owned by the reporting person's spouse.

	/s/ David W. Wallace	09/03/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.