8-K

                       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)
                                  June 26, 2000

                         WASHINGTON TRUST BANCORP, INC.

             (Exact name of registrant as specified in its charter)



         RHODE ISLAND                     0-13091                05-0404671
         ------------                     -------                ----------
   (State or other jurisdiction of      (Commission           (I.R.S. Employer
    Incorporation or organization)     File 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
                                                           --------------



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





WASHINGTON TRUST BANCORP, INC.
FORM 8-K


Item 5.  Other Events

         On June 26, 2000,  Washington Trust Bancorp,  Inc.  ("Parent"),  merged
(the "Merger") its wholly-owned  subsidiary,  PhxIMC Acquisition Corp.  ("Merger
Sub"), with and into Phoenix Investment  Management  Company,  Inc.  ("Phoenix")
pursuant to the terms of the  Agreement  and Plan of Merger dated April 24, 2000
(the "Agreement")  among Parent,  The Washington Trust Company ("Bank"),  Merger
Sub, Phoenix and the shareholders of Phoenix. The following discussion is only a
summary and is  qualified  in its  entirety by reference to the Exhibits to this
Current Report on Form 8-K.

         Pursuant to the  Agreement,  Merger Sub merged  with and into  Phoenix,
with  Phoenix  being  the  surviving  corporation.   In  the  Merger,  the  then
outstanding  shares of Phoenix were converted into the right to receive up to an
aggregate of 1,010,808  shares of Parent common stock.  Those shares were issued
in connection with the Merger.  Parent  contributed to Bank all of its shares in
the surviving company and upon such contribution,  Bank liquidated and dissolved
the surviving  company.  The  transaction  will be recorded using the pooling of
interests method of accounting. Hereafter, the business of the surviving company
shall be conducted through Bank.

         Bank intends to continue Phoenix's business  activities and will engage
in  investment   advisory   services,   providing  separate  account  investment
management  services for high net worth  individuals,  foundations,  endowments,
retirement funds, corporations and municipalities.  Those services include asset
allocation analysis and equity, fixed income and balanced portfolio  management.
As of June 26,  2000,  Phoenix had  approximately  $750  million of assets under
management.  Gerald  J.  Fogarty  and Marie J.  Langlois,  the  shareholders  of
Phoenix,  became employees of Bank through employment agreements effective as of
the date of the Merger.






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

c.       Exhibits

2.1      Agreement and Plan of  Merger  dated  April 24, 2000  among  Washington
         Trust Bancorp, Inc., The Washington Trust Company,  PhxIMC  Acquisition
         Corp., Phoenix Investment Management  Company,  Inc., Gerald J. Fogarty
         and Marie J. Langlois (excluding exhibits and schedules).  Incorporated
         herein by reference to the Registrant's Form 8-K filed May 5, 2000.

99.1     Press release of Washington Trust Bancorp, Inc. issued June 26, 2000.






                                   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.

Dated:  July 3, 2000                           By:  John C. Warren
                                                    ----------------------------
                                                    John C. Warren
                                                    Chairman of the Board and
                                                    Chief Executive Officer

EX-99

                                  EXHIBIT INDEX

Exhibit
  No.    Description

2.1      Agreement  and Plan of Merger  dated  April 24, 2000  among  Washington
         Trust Bancorp, Inc., The Washington Trust Company,  PhxIMC  Acquisition
         Corp., Phoenix Investment Management Company,  Inc.,  Gerald J. Fogarty
         and Marie J. Langlois (excluding exhibits and schedules).  Incorporated
         herein by reference to the Registrant's Form 8-K filed May 5, 2000.

99.1     Press release of Washington Trust Bancorp, Inc. issued June 26, 2000.






                                  Exhibit 99.1

Contact:  Elizabeth B. Eckel,
Senior Vice President, Marketing
Telephone (401) 348-1309
Date:  June 26, 2000
FOR IMMEDIATE RELEASE

Washington Trust Completes Acquisition of Phoenix Investment Management Company

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 Phoenix Investment  Management  Company,  Rhode
Island's largest independent  investment advisory firm. Phoenix will continue to
operate under its own name as a division of Washington Trust.

John C. Warren, Washington Trust's Chairman and Chief Executive Officer, stated,
"This is a major acquisition for us. It significantly  increases the size of our
Trust and  Investment  Services  group and  solidifies  our recent move into the
Providence area." Washington Trust opened a Trust and Investment Services office
at 66 South  Main  Street in  Providence  early this year.  Warren  added,  "The
acquisition also enables Phoenix clients to utilize Washington Trust's full line
of trust, personal and business banking services."

Gerald J. Fogarty, Jr. and Marie J. Langlois, who founded  Phoenix in 1988, have
joined Washington Trust as Managing Directors of Phoenix. Warren noted, "Phoenix
has a talented group of investment professionals and we're thrilled to have them
join the Washington Trust team."

Washington Trust Bancorp,  Inc. is the parent of The Washington Trust Company, a
Rhode Island  state-chartered bank founded in 1800. The Bank offers a full range
of financial services,  including trust and investment  management,  through its
offices in Rhode Island and southeastern Connecticut.  Washington Trust Bancorp,
Inc.'s common stock trades on The Nasdaq Stock  Market(R) under the symbol WASH.
Web site address: www.washtrust.com.

# # #

This report 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 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,  and changes in the  assumptions
used in making such forward-looking statements.