SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

(Rule 13d-102)

o

Rule 13d-1(b)

ý

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No.  940610 10 8

13G

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1

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

David W. Wallace

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

o

(b)

o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
 OWNED BY
EACH
REPORTING PERSON
WITH

5

SOLE VOTING POWER

491,980

6

SHARED VOTING POWER
828,000

7

SOLE DISPOSITIVE POWER
491,980

8

SHARED DISPOSITIVE POWER
828,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,319,980

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*              o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%

12

TYPE OF REPORTING PERSON*
IN

CUSIP No.  940610 10 8

13G

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Item 1(a).

Name of Issuer:

Washington Trust Bancorp, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

25 Broad Street, Westerly, RI  02891

Item 2(a).

Name of Person Filing:

David W. Wallace

Item 2(b).

Address of Principal Business Office or, if None, Residence:

680 Steamboat Road, Greenwich, CT  06830

Item 2(c).

Citizenship:

United States

Item 2(d).

Title of Class of Securities:

Common Stock, $.0625 par value

Item 2(e).

CUSIP Number:

940610 10 8

Item 3.   If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
N/A

(a)

o

Broker or dealer registered under Section 15 of the Exchange Act.

(b)

o

Bank as defined in Section 3(a)(6) of the Exchange Act.

(c)

o

Insurance company as defined in Section 3(a)(19) of the Exchange Act.

(d)

o

Investment company registered under Section 8 of the Investment Company Act.

(e)

o

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

o

A church plan that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act;

(j)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

CUSIP No.  940610 10 8

13G

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Item 4.

Ownership.

(a)

Amount beneficially owned:

1,319,980

(b)

Percent of class:

9.99%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote

491,980

(ii)

Shared power to vote or to direct the vote

828,000(2)

(iii)

Sole power to dispose or to direct the disposition of

491,980

(iv)

Shared power to dispose or to direct the disposition of

828,000(3)

Item 5.

Ownership of Five Percent or Less of a Class.

N/A

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following  o.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

N/A

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

N/A

Item 8.

Identification and Classification of Members of the Group.

N/A

Item 9.

Notice of Dissolution of Group.

N/A

Item 10.

Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No.  940610 10 8

13G

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February 12, 2004

(Date)

/s/ David W. Wallace

(Signature)

David W. Wallace

(Name/Title)