SECURITIES AND EXCHANGE COMMISSION

                              Washington, D.C.


                                  FORM 10-Q


Quarterly Report Under Section 13 of the Securities Exchange Act of 1934

                     For quarter ended:  March 31, 2001


                       Commission File No.  001-16101


                         BANCORP RHODE ISLAND, INC.
---------------------------------------------------------------------------
           (Exact Name of Registrant as Specified in Its Charter)

          RHODE ISLAND                                      05-0509802
---------------------------------------------------------------------------
  (State or Other Jurisdiction                            (IRS Employer
of Incorporation or Organization)                       Identification No.)

                 ONE TURKS HEAD PLACE, PROVIDENCE, RI  02903
---------------------------------------------------------------------------
                  (Address of Principal Executive Offices)

                               (401) 456-5000
---------------------------------------------------------------------------
              (Issuer's Telephone Number, Including Area Code)

                               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 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.    Yes  [X]    No  [ ]

      Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of May 8, 2001:

       Common Stock - Par Value $0.01      3,736,650 shares
       ------------------------------      ----------------
                  (class)                    (outstanding)

<PAGE>


                         BANCORP RHODE ISLAND, INC.

                                  FORM 10-Q

                                    INDEX

                                                                PAGE NUMBER
                                                                -----------

          Cover Page                                                  1

          Index                                                       2

                       PART  I - FINANCIAL INFORMATION

Item 1    Financial Statements

              Consolidated Balance Sheets                            3

              Consolidated Statements of Operations                  4

              Consolidated Statements of Changes in
               Shareholders' Equity                                  5

              Consolidated Statements of Cash Flows                  6

              Notes to Consolidated Financial Statements           7 - 8

Item 2    Management's Discussion and Analysis                     9 - 17

Item 3    Quantitative and Qualitative Disclosures About
           Market Risk                                              18

                         PART II - OTHER INFORMATION

Item 1    Legal Proceedings                                         19

Item 2    Changes in Securities                                     19

Item 3    Default upon Senior Securities                            19

Item 4    Submission of Matters to a Vote of  Security
           Holders                                                  19

Item 5    Other Information                                         19

Item 6    Exhibits and Reports on Form 8-K                          19

          Signature Page                                            21

<PAGE>  2


                         BANCORP RHODE ISLAND, INC.
                         Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                               March 31,    December 31,
                                                                                 2001           2000
                                                                               ---------    ------------
                                                                                    (In thousands)

<S>                                                                            <C>            <C>
ASSETS:
  Cash and due from banks                                                      $ 26,035       $ 28,853
  Federal funds sold                                                             12,050          5,600
  Investment securities available for sale (amortized cost of $38,474 and
   $47,459 at March 31, 2001 and December 31, 2000, respectively)                38,574         47,296
  Mortgage-backed securities available for sale (amortized cost of $128,415
   and $117,543 at March 31, 2001 and December 31, 2000, respectively)          129,446        117,431
  Stock in Federal Home Loan Bank of Boston                                       4,915          3,704
  Loans receivable:
    Residential mortgage loans                                                  306,996        247,923
    Commercial loans                                                            216,054        212,818
    Consumer and other loans                                                     61,912         58,084
                                                                               -----------------------
      Total loans                                                               584,962        518,825
    Less allowance for loan losses                                               (7,579)       (7,294)
                                                                               -----------------------
      Net loans                                                                 577,383        511,531
Premises and equipment, net                                                       6,326          6,384
Other real estate owned                                                              47             30
Goodwill, net                                                                    11,639         11,930
Accrued interest receivable                                                       6,600          5,630
Prepaid expenses and other assets                                                   770          1,031
                                                                               -----------------------
      Total assets                                                             $813,785       $739,420
                                                                               =======================

LIABILITIES:
Deposits:
    Demand deposit accounts                                                    $ 99,587       $106,088
    NOW accounts                                                                 37,375         36,910
    Money market accounts                                                        11,681         12,283
    Savings accounts                                                            223,877        210,728
    Certificate of deposit accounts                                             259,028        265,623
                                                                               -----------------------
      Total deposits                                                            631,548        631,632
Overnight and short-term borrowings                                              17,294         13,847
Federal Home Loan Bank of Boston borrowings                                      98,289         33,292
Other borrowings                                                                  4,750          4,750
Company-obligated mandatorily redeemable capital securities                       3,000             --
Other liabilities                                                                 3,568          2,607
                                                                               -----------------------
      Total liabilities                                                         758,449        686,128
                                                                               -----------------------

SHAREHOLDERS' EQUITY:
  Common stock, par value $0.01 per share, authorized 11,000,000 shares:
   Voting:  Issued and outstanding 3,508,173 shares 2001 and 3,448,950
   shares in 2000                                                                    35             34
  Non-Voting:  Issued and outstanding 228,477 shares in 2001 and 280,000
   shares in 2000                                                                     2              3
Additional paid-in capital                                                       39,626         39,621
Retained earnings                                                                14,927         13,815
Accumulated other comprehensive income (loss), net                                  746           (181)
                                                                               -----------------------
      Total shareholders' equity                                                 55,336         53,292
                                                                               -----------------------
      Total liabilities and shareholders' equity                               $813,785       $739,420
                                                                               =======================
</TABLE>

         See accompanying notes to consolidated financial statements

<PAGE>  3


                         BANCORP RHODE ISLAND, INC.
                    Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                                     March 31,
                                                                -------------------
                                                                2001           2000
                                                                ----           ----
                                                        (In thousands, except per share data)

<S>                                                          <C>            <C>
Interest and dividend income:
  Residential mortgage loans                                   $ 5,214        $ 4,403
  Commercial loans                                               4,713          3,892
  Consumer and other loans                                       1,270            998
  Investment securities                                            742            769
  Mortgage-backed securities                                     2,003          1,275
  Federal funds sold and other                                     141             91
  Federal Home Loan Bank of Boston stock dividends                  74             65
                                                               ----------------------
      Total interest and dividend income                        14,157         11,493
                                                               ----------------------
Interest expense:
  NOW accounts                                                      50             44
  Money market accounts                                             78            110
  Savings accounts                                               1,869          1,218
  Certificate of deposit accounts                                3,708          3,036
  Overnight and short-term borrowings                              192            130
  Federal Home Loan Bank of Boston borrowings                      950            764
  Other borrowings                                                  70             70
  Company-obligated mandatorily redeemable capital
   securities                                                       34             --
                                                               ----------------------
      Total interest expense                                     6,951          5,372
                                                               ----------------------
      Net interest income                                        7,206          6,121
Provision for loan losses                                          488            340
                                                               ----------------------
      Net interest income after provision for loan losses        6,718          5,781
                                                               ----------------------
Noninterest income:
  Loan related fees                                                 49             43
  Service charges on deposit accounts                              766            605
  Commissions on loans originated for others                        59              5
  Other income                                                     228            123
                                                               ----------------------
      Total noninterest income                                   1,102            776
                                                               ----------------------
Noninterest expense:
  Salaries and employee benefits                                 2,650          2,171
  Occupancy                                                        430            366
  Equipment                                                        231            209
  Data processing                                                  419            285
  Marketing                                                        188            235
  Professional services                                            215            260
  Loan servicing                                                   209            204
  Other real estate owned expense                                   43              3
  Amortization of goodwill                                         291            291
  Deposit tax and assessments                                       29             26
  Other expenses                                                   684            506
                                                               ----------------------
      Total noninterest expense                                  5,389          4,556
                                                               ----------------------
      Income before income taxes                                 2,431          2,001
Income tax expense                                                 871            695
                                                               ----------------------
      Net income                                               $ 1,560        $ 1,306
                                                               ======================

Per share data:

  Basic earnings per common share                              $  0.42        $  0.35
  Diluted earnings per common share                            $  0.40        $  0.35

  Average common shares outstanding - basic                  3,734,828      3,728,550
  Average common shares outstanding - diluted                3,865,939      3,728,550
</TABLE>

See accompanying notes to consolidated financial statements

<PAGE>  4


                         BANCORP RHODE ISLAND, INC.
         Consolidated Statements of Changes in Shareholders' Equity

<TABLE>
<CAPTION>
                                                                                            Accumulated
                                                                                               Other
                                                                                              Compre-
                                                                  Additional                  hensive
                                           Preferred    Common     Paid-in      Retained      Income
Three months ended March 31,                 Stock      Stock      Capital      Earnings    (Loss), Net      Total
----------------------------               ---------    ------    ----------    --------    -----------      -----
                                                                      (In thousands)

<S>                                          <C>         <C>       <C>           <C>          <C>           <C>
2001
----
Balance at December 31, 2000                 $ --        $ 37      $39,621       $13,815      $  (181)      $53,292
  Net income                                   --          --           --         1,560           --         1,560
  Other comprehensive income, net of tax:
    Unrealized gain (loss) on
     securities available for sale                                                                927           927
                                                                                                            -------
  Comprehensive income                                                                                        2,487
  Common stock issued for incentive
      stock award, net                         --          --            5            --           --             5
  Dividends on common stock                    --          --           --          (448)          --          (448)
                                             ----------------------------------------------------------------------
Balance at March 31, 2001                    $ --        $ 37      $39,626       $14,927      $   746       $55,336
                                             ======================================================================

2000
----
Balance at December 31, 1999                 $ --        $ 37      $39,617       $ 9,763      $(1,742)      $47,675
  Net income                                   --          --           --         1,306           --         1,306
  Other comprehensive income, net of tax:
    Unrealized gain (loss) on
     securities available for sale                                                               (424)         (424)
                                                                                                            -------
  Comprehensive income                                                                                          882
  Dividends on common stock                    --          --           --          (373)          --          (373)
                                             ----------------------------------------------------------------------
  Balance at March 31, 2000                  $ --        $ 37      $39,617       $10,696      $(2,166)      $48,184
                                             ======================================================================
</TABLE>

See accompanying notes to consolidated financial statements

<PAGE>  5


                         BANCORP RHODE ISLAND, INC.
                    Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                     Three Months Ended
                                                                                          March 31,
                                                                                     ------------------
                                                                                     2001          2000
                                                                                     ----          ----
                                                                                       (In thousands)

<S>                                                                               <C>           <C>
Cash flows from operating activities:
  Net income                                                                      $  1,560      $  1,306
  Adjustments to reconcile net income to net cash from operating activities:
    Depreciation and amortization                                                      684           600
    Provision for loan losses                                                          488           340
    Compensation expense from restricted stock grant                                     5            --
    (Increase) decrease in:
      Accrued interest receivable                                                     (970)         (527)
      Prepaid expenses and other assets                                               (218)         (149)
    Increase (decrease) in:
      Other liabilities                                                                961           213
    Other, net                                                                          20            12
                                                                                  ----------------------
        Net cash provided (used) by operating activities                             2,530         1,795
                                                                                  ----------------------

Cash flows from investing activities:
  Origination of:
    Residential mortgage loans                                                      (2,703)       (3,077)
    Commercial loans                                                                (9,331)      (20,996)
    Consumer loans                                                                  (4,033)       (2,817)
  Purchase of:
    Investment securities available for sale                                        (4,027)           --
    Mortgage-backed securities available for sale                                  (16,066)       (9,126)
    Residential mortgage loans                                                     (74,969)      (15,534)
    Consumer loans                                                                  (5,045)           --
    Federal Home Loan Bank of Boston stock                                          (1,211)           --
  Principal payments on:
    Investment securities available for sale                                        13,000         4,000
    Mortgage-backed securities available for sale                                    5,175         2,927
    Residential mortgage loans                                                      18,504        10,493
    Commercial loans                                                                 5,912         2,692
    Consumer loans                                                                   5,190         3,285
  Capital expenditures for premises and equipment                                     (206)         (656)
                                                                                  ----------------------
        Net cash provided (used) by investing activities                           (69,810)      (28,809)
                                                                                  ----------------------

Cash flows from financing activities:
  Net increase (decrease) in deposits                                                  (84)       39,408
  Net increase (decrease) in overnight and short-term borrowings                     3,447        (3,761)
  Proceeds from long-term borrowings                                                71,000        12,000
  Repayment of long-term borrowings                                                 (3,003)      (21,002)
  Dividends on common stock                                                           (448)         (373)
                                                                                  ----------------------
        Net cash provided (used) by financing activities                            70,912        26,272
                                                                                  ----------------------

  Net increase (decrease) in cash and cash equivalents                               3,632          (742)
  Cash and cash equivalents at beginning of period                                  34,453        24,486
                                                                                  ----------------------
  Cash and cash equivalents at end of period                                      $ 38,085      $ 23,744
                                                                                  ======================

Supplementary Disclosures:
  Cash paid for interest                                                          $  6,443      $  5,195
  Cash paid for income taxes                                                           165            35
  Non-cash transactions:
    Additions to other real estate owned in settlement of loans                         17            90
    Change in other comprehensive income, net of taxes                                 927          (424)
</TABLE>

         See accompanying notes to consolidated financial statements

<PAGE>  6


                         BANCORP RHODE ISLAND, INC.
                 Notes to Consolidated Financial Statements

(1)   Basis of Presentation

      Bancorp Rhode Island, Inc. (the "Company"), a Rhode Island
corporation, was organized by Bank Rhode Island (the "Bank") on February 15,
2000, to be a bank holding company and to acquire all of the capital stock
of the Bank.  The reorganization of the Bank into the holding company form
of ownership was completed on September 1, 2000.  The Company has no
significant assets other than the common stock of the Bank.  For that
reason, substantially all of the discussion in this Quarterly Report on Form
10-Q relates to the operations of the Bank and its subsidiaries.

      The consolidated financial statements include the accounts of the
Company and its wholly-owned direct subsidiaries, the Bank and BRI Statutory
Trust I (an issuer of trust preferred securities), and its indirect
subsidiaries, BRI Investment Corp. (a Rhode Island passive investment
company) and BRI Realty Corp. (a real estate holding company).  All
significant intercompany accounts and transactions have been eliminated in
consolidation.

      The interim results of consolidated operations are not necessarily
indicative of the results for any future interim period or for the entire
year.  These interim consolidated financial statements do not include all
disclosures associated with annual financial statements and, accordingly,
should be read in conjunction with the annual consolidated financial
statements and accompanying notes included in the Company's Annual Report to
Shareholders filed with the Securities and Exchange Commission.

      In preparing the consolidated financial statements, management is
required to make estimates and assumptions that affect the reported amounts
of assets and liabilities as of the date of the balance sheet and revenues
and expenses for the period.  Actual results could differ from those
estimates.  Material estimates that are particularly susceptible to change
relate to the determination of the allowance for loan losses.

      The unaudited interim consolidated financial statements of the Company
have been prepared in accordance with Generally Accepted Accounting
Principles ("GAAP") and prevailing practices within the banking industry and
include all necessary adjustments (consisting of only normal recurring
adjustments), that, in the opinion of management, are required for a fair
presentation of the results and financial condition of the Company.

(2)   Earnings Per Share

      Basic earnings per share ("EPS") excludes dilution and is computed by
dividing income available to common shareholders by the weighted average
number of common shares outstanding during the period.  Diluted EPS reflects
the potential dilution that could occur if securities or other contracts to
issue common stock were exercised and resulted in the issuance of additional
common stock that then shared in the earnings of the entity.

<PAGE>  7


(3)   Recent Accounting Developments

      On December 20, 2000, FASB tentatively concluded that upon the
effective date of its final statement on business combinations and
intangible assets, goodwill recorded on an entity's balance sheets would no
longer be amortized.  This would include existing goodwill (i.e., recorded
goodwill at the date the financial statement is issued), as well as goodwill
arising subsequent to the effective date of the final statement.  Goodwill
will not be amortized but will be reviewed for impairment periodically or
upon the occurrence of certain triggering events.  The FASB decided to issue
a revised Exposure Draft during the first quarter of 2001, limited to its
tentative conclusions regarding an impairment-only approach to accounting
for goodwill.  The FASB plans to issue a final statement in 2001 that
incorporates its tentative decisions.  At March 31, 2001, the Company had
$11.6 million of goodwill on its balance sheet that was being amortized at
rate of $1.2 million annually.

(4)   Company-Obligated Mandatorily Redeemable Capital Securities

      On January 23, 2001, the Company sponsored the creation of BRI
Statutory Trust I (the "Trust"), a Connecticut statutory trust.  The Company
is the owner of all of the common securities of the Trust.  On February 22,
2001, the Trust issued $3.0 million of its 10.20% Capital Securities through
a pooled trust preferred securities offering.  The proceeds from this
issuance, along with the Company's $93,000 capital contribution for the
Trust's common securities, were used to acquire $3.1 million of the
Company's 10.20% Junior Subordinated notes due February 22, 2031, and
constitute the sole asset of the Trust.  The Company has, through the
Declaration of Trust, the Guarantee Agreement, the notes and the related
Indenture, taken together, fully irrevocably and unconditionally guaranteed
all of the Trust's obligations under the Capital Securities, to the extent
the Trust has funds available therefore.

<PAGE>  8


                         BANCORP RHODE ISLAND, INC.
                    Management's Discussion and Analysis

ITEM 2.  Management's Discussion and Analysis

Certain statements contained herein are "Forward Looking Statements" within
the meaning of the Private Securities Litigation Reform Act of 1995.
Forward Looking Statements may be identified by reference to a future period
or periods or by the use of forward looking terminology such as "may,"
"believes," "intends," "expects," and "anticipates" or similar terms or
variations of these terms. Actual results may differ materially from those
set forth in Forward Looking Statements as a result of certain risks and
uncertainties, including but not limited to, changes in political and
economic conditions, interest rate fluctuations, competitive product and
pricing pressures, equity and bond market fluctuations, credit risk,
inflation, as well as other risks and uncertainties detailed from time to
time in filings with the Securities and Exchange Commission ("SEC").

GENERAL
-------

      The Company's principal subsidiary, Bank Rhode Island, is a commercial
bank chartered as a financial institution in the State of Rhode Island.  The
Bank pursues a community banking mission and is principally engaged in
providing banking products and services to individuals and businesses in
Providence and Kent counties.  The Bank is subject to competition from a
variety of traditional and nontraditional financial service providers both
within and outside of Rhode Island.  The Bank offers its customers a wide
range of deposit products, nondeposit investment products, commercial,
residential and consumer loans, and other traditional banking products and
services, designed to meet the needs of individuals and small- to mid-sized
businesses.  The Bank also has introduced both commercial and consumer on-
line banking products and maintains a web site at http://www.bankri.com.
The Company and Bank are subject to regulation by a number of federal and
state agencies and undergo periodic examinations by certain of those
regulatory authorities.  The Bank's deposits are insured by the Federal
Deposit Insurance Corporation ("FDIC"), subject to regulatory limits.  The
Bank is also a member of the Federal Home Loan Bank of Boston ("FHLB").

NON-GAAP MEASURES OF FINANCIAL PERFORMANCE
------------------------------------------

      Contained within this document are various measures of financial
performance that have been calculated excluding the amortization of goodwill
and any related income taxes.  These measures are identified as "cash" or
"cash basis" and have been provided to assist the reader in evaluating the
core performance of the Company.  This presentation is not in accordance
with Generally Accepted Accounting Principles ("GAAP"), but management
believes it to be beneficial to gaining an understanding of the financial
performance of the Company.

      The Bank's formation in 1996 resulted in the generation of $17.5
million of goodwill that is being amortized over a 15 year period.  The
amortization of goodwill reduces the Company's pre-tax income $1.2 million
annually.  Because of the impact of this amortization, certain information
has been presented on both a GAAP and cash basis.  Recently, the Financial
Accounting Standards Board ("FASB") has concluded that goodwill would no
longer be amortized, but will be subject to review for impairment.  Upon the
effective date of the final FASB statement, there will no longer be

<PAGE>  9


a difference between GAAP and cash basis presentation.  Also see discussion
under "Recent Accounting Developments".

      The following table sets forth selected financial measures according
to GAAP and on a cash basis:

<TABLE>
<CAPTION>
                                             Three Months Ended
                                                 March 31,
                                                 ---------
                                              2001      2000
                                              ----      ----

      <S>                                    <C>       <C>
      Basic earnings per share               $0.42     $0.35
      Basic cash earnings per share          $0.47     $0.40

      Diluted earnings per share             $0.40     $0.35
      Diluted cash earnings per share        $0.45     $0.40

      Return on average assets                0.82%     0.81%
      Cash basis return on average assets     0.94%     0.95%

      Return on average equity               11.75%    11.11%
      Cash basis return on average equity    13.16%    12.72%

      Efficiency ratio                       64.87%    66.06%
      Cash basis efficiency ratio            61.36%    61.84%
</TABLE>

OVERVIEW
--------

      Total assets increased $74.4 million, or 10.1%, to $813.8 million at
March 31, 2001 from $739.4 million at December 31, 2000.  The increase was
predominantly in residential mortgage loans and mortgage-backed securities
("MBSs") and was funded by borrowings from the FHLB.  In February 2001, the
Company through its subsidiary, BRI Statutory Trust I, issued $3.0 million
of trust preferred securities.  These securities qualify as Tier I capital
for regulatory purposes and supported the growth in assets that occurred
during the quarter.  Since the end of last year, total loans rose to $585.0
million, from $518.8 million, an increase of $66.1 million, or 12.7%, while
total deposits remained stable, at $631.5 million.  Shareholders' equity was
$55.3 million at March 31, 2001, representing a $2.0 million, or 3.8%,
increase over shareholders' equity at the end of 2000.

FINANCIAL CONDITION
-------------------

      -- Investments.  Total investments (consisting of federal funds sold,
investment securities, MBSs, and stock in the FHLB) totaled $185.0 million,
or 22.7% of total assets, at March 31, 2001, compared to $174.0 million, or
23.5% of total assets, at December 31, 2000.  All $168.0 million of
investment and mortgage-backed securities at March 31, 2001 were classified
as available for sale and carried a total of $1.1 million in net unrealized
gains at the end of the quarter.  The increase in total investments of $11.0
million, or 6.3%, was centered in MBSs and was associated with the
additional capital created through the issuance of the trust preferred
securities.

      -- Loans.  Total loans were $585.0 million, or 71.9% of total assets,
at March 31, 2001, compared to $518.8 million, or 70.2% of total assets, at
December 31, 2000.  During the first quarter of 2001, the residential
mortgage loan portfolio increased $59.1 million, or 23.8%, as the Bank
purchased a number of residential mortgage loans in the secondary market.
These purchases were funded by a series of FHLB borrowings and resulted in
(at the time of settlement) an interest rate spread of approximately 175
basis points.

<PAGE>  10


      The commercial loan portfolio (consisting of commercial & industrial,
small business, commercial real estate, multi-family real estate, and
construction loans) increased $3.2 million, or 1.5%, during the first
quarter of 2001.  Particular emphasis is placed on generation of small- to
medium-sized commercial relationships (those relationships with $5.0 million
or less in loan commitments).  The Bank is active in small business lending
(loans of $250,000 or less) in which it utilizes credit scoring, in
conjunction with traditional review standards, and employs streamlined
documentation.  The Bank is a participant in the U.S. Small Business
Administration ("SBA") Preferred Lender Program in Rhode Island and the 7a
Guarantee Loan Program in Massachusetts.

      Also during the first quarter of 2001, the consumer loan portfolio
increased $3.8 million, or 6.6%, as the Bank purchased $5.0 million in
automobile loan receivables.  While the Bank continues to concentrate its
origination efforts on commercial and consumer loan opportunities,
management anticipates that the Bank will continue to originate residential
mortgage loans on a limited basis for its customers.  Until such time as the
Bank can originate sufficient commercial and consumer loans to utilize
available cash flow, or to otherwise meet investment objectives, it also
intends to continue purchasing residential mortgage and automobile loans as
opportunities develop.

      The following is a breakdown of loans receivable:

<TABLE>
<CAPTION>
                                                   March 31,    December 31,
                                                     2001          2000
                                                   ---------    ------------
                                                        (In thousands)

<S>                                                <C>           <C>
Residential mortgage loans:
  One- to four-family adjustable rate              $272,528      $212,197
  One- to four-family fixed rate                     33,000        34,609
                                                   ----------------------
      Subtotal                                      305,528       246,806
  Premium on loans acquired                           1,524         1,166
  Net deferred loan origination fees                    (56)          (49)
                                                   ----------------------
      Total residential mortgage loans             $306,996      $247,923
                                                   ======================

Commercial loans:
  Commercial real estate - nonowner occupied       $ 71,335      $ 69,315
    Commercial and industrial                        52,228        51,470
    Commercial real estate - owner occupied          38,003        38,272
    Small business                                   20,646        19,170
    Multi-family real estate                         14,685        15,933
    Leases                                           10,989        11,731
    Construction                                      8,360         7,070
                                                   ----------------------
      Subtotal                                      216,246       212,961
    Net deferred loan origination fees                 (192)         (143)
                                                   ----------------------
      Total commercial loans                       $216,054      $212,818
                                                   ======================

Consumer loans:
  Home equity - lines of credit                    $ 26,141      $ 26,215
  Home equity - term loans                           22,687        23,292
  Automobile                                          9,013         4,643
  Installment                                         1,317         1,348
  Savings secured                                       967           987
  Unsecured and other                                 1,099         1,044
                                                   ----------------------
      Subtotal                                       61,224        57,529
  Premium on loans acquired                             272           144
  Net deferred loan origination costs                   416           411
                                                   ----------------------
      Total consumer loans                         $ 61,912      $ 58,084
                                                   ======================
</TABLE>

<PAGE>  11


      -- Deposits and Borrowings.  Total deposits remained relatively
unchanged during the first three months of 2001, beginning at $631.6
million, or 85.4% of total assets, at December 31, 2000, and ending at
$631.5 million, or 77.6% of total assets, at March 31, 2001.  The decrease
in the relative percentage of total assets that occurred during the quarter
resulted from the growth in total assets being primarily funded by FHLB
borrowings.  Meanwhile, the composition of total deposits did change during
the quarter.  Core accounts (checking and savings) increased $6.5 million,
or 1.8%, during the quarter, while certificates of deposit decreased $6.6
million, or 2.5%, during this time period.  The Bank continues its strategy
of emphasizing core deposit growth over certificate of deposit growth.

      The following table sets forth certain information regarding deposits:

<TABLE>
<CAPTION>
                                                       March 31, 2001                    December 31, 2000
                                            ---------------------------------    ---------------------------------
                                                          Percent    Weighted                  Percent    Weighted
                                                            of       Average                     of       Average
                                             Amount        Total      Rate        Amount        Total      Rate
                                             ------       -------    --------     ------       -------    --------
                                                                     (Dollars in thousands)

<S>                                         <C>           <C>         <C>        <C>           <C>         <C>
NOW accounts                                $ 37,375        5.9%      0.55%      $ 36,910        5.8%      0.64%
Money market accounts                         11,681        1.8%      2.46%        12,283        1.9%      2.59%
Savings accounts                             223,877       35.5%      3.51%       210,728       33.4%      3.52%
Certificate of deposit accounts              259,028       41.0%      5.65%       265,623       42.1%      5.76%
                                            -------------------                  -------------------
      Total interest bearing deposits        531,961       84.2%      4.32%       525,544       83.2%      4.43%
Noninterest bearing accounts                  99,587       15.8%        --        106,088       16.8%        --
                                            -------------------                  -------------------
      Total deposits                        $631,548      100.0%      3.64%      $631,632      100.0%      3.69%
                                            ===================================================================
</TABLE>

      The Company, through the Bank's membership in the FHLB, has access to
a variety of borrowing alternatives, and management will from time to time
take advantage of these opportunities to fund asset growth.  During the
first quarter of 2001, FHLB borrowings increased $65.0 million, or 195.2%,
as the Company sought to take advantage of lower, long-term borrowing rates
and fund its asset growth.  However, on a long-term basis, the Company
intends to concentrate on increasing its core deposits.

Asset Quality
-------------

      The definition of nonperforming assets includes nonperforming loans
and other real estate owned ("OREO").  OREO consists of real estate acquired
through foreclosure proceedings and real estate acquired through acceptance
of a deed in lieu of foreclosure.  Nonperforming loans are defined as
nonaccrual loans, loans past due 90 days or more, but still accruing and
impaired loans.  Under certain circumstances the Bank may restructure the
terms of a loan as a concession to a borrower.  These restructured loans are
considered impaired loans.

      Nonperforming Assets.  At March 31, 2001, the Company had
nonperforming assets of $1.1 million, which represented 0.13% of total
assets.  This compares to nonperforming assets of $538,000, or 0.07% of
total assets, at December 31, 2000.  While the level of nonperforming assets
increased $525,000, or 97.6%, during the first quarter of 2001, they still
remain at a low level.  Nonperforming assets at March 31, 2001, consisted of
nonaccrual residential mortgage loans aggregating $481,000, nonaccrual
commercial loans aggregating $502,000, nonaccrual consumer loans aggregating
$33,000 and OREO aggregating $47,000.  Included in nonaccrual loans were

<PAGE>  12


$365,000 of impaired loans at March 31, 2001.  There were no impaired loans
as of December 31, 2000.  No reserves were necessary against impaired loans
as of March 31, 2001.  The Company evaluates the underlying collateral of
each nonperforming loan and continues to pursue the collection of interest
and principal.

      Delinquencies.  At March 31, 2001, loans with an aggregate balance of
$266,000 were 60 to 89 days past due, a decrease of $71,000, or 21.1%, from
$337,000 reported at December 31, 2000.  The majority of these loans at both
dates were residential mortgage loans and are secured.

      The following table sets forth information regarding nonperforming
assets and loans 60-89 days past due as to interest at the dates indicated.

<TABLE>
<CAPTION>
                                                         March 31,    December 31,
                                                           2001          2000
                                                         ---------    ------------
                                                           (Dollars in thousands)

<S>                                                       <C>            <C>
Loans accounted for on a nonaccrual basis                 $1,016         $508
Loans past due 90 days or more, but still accruing            --           --
Impaired loans (not included in nonaccrual loans)             --           --
                                                          -------------------
      Total nonperforming loans                            1,016          508
Other real estate owned                                       47           30
                                                          -------------------
      Total nonperforming assets                          $1,063         $538
                                                          ===================

Delinquent loans 60-89 days past due                      $  266         $337

Nonperforming loans as a percent of total loans             0.17%        0.10%
Nonperforming assets as a percent of total assets           0.13%        0.07%
Delinquent loans 60-89 days past due as a percent of
 total loans                                                0.05%        0.07%
</TABLE>

      Management believes that the December 31, 2000 level of nonperforming
assets and the charge-off experience for 2000 were unusually low. As the
loan portfolio continues to grow and mature, or if economic conditions
worsen, management believes it likely that the level of nonperforming assets
will increase, as will its level of delinquencies and charge-offs.

Allowance for Loan Losses
-------------------------

      During the first quarter of 2001, the Company made provisions to the
allowance for loan losses totaling $488,000 and had $203,000 of net charge-
offs, bringing the balance in the allowance to $7,579,000, compared to
$7,294,000 at December 31, 2000.  The allowance, expressed as a percentage
of total loans, was 1.30% as of March 31, 2001, compared to 1.41% at the
prior year end and stood at 746.0% of nonperforming loans at March 31, 2001,
compared to 1,435.8% of nonperforming loans at December 31, 2000.

      Assessing the adequacy of the allowance for loan losses involves
substantial uncertainties and is based upon management's evaluation of the
amounts required to meet estimated charge-offs in the loan portfolio after
weighing various factors.  Among these factors are the risk characteristics
of the loan portfolio, the quality of specific loans, the level of
nonaccruing loans, current economic conditions, trends in delinquencies and
charge-offs, and the value of underlying collateral, all of which can change
frequently.  Based on this evaluation, management believes that the
allowance for loan losses, as of March 31, 2001, is adequate.

<PAGE>  13


      While management evaluates currently available information in
establishing the allowance for loan losses, future adjustments to the
allowance may be necessary if conditions differ substantially from the
assumptions used in making the evaluations.  In addition, various regulatory
agencies, as an integral part of their examination process, periodically
review a financial institution's allowance for loan losses and carrying
amounts of other real estate owned.  Such agencies may require the financial
institution to recognize additions to the allowance based on their judgments
about information available to them at the time of their examination.

RESULTS OF OPERATIONS
---------------------

      The Company's operating results depend primarily on its "net interest
income," or the difference between its interest income and its cost of
money, and on the quality of its assets.  Interest income depends on the
average amount of interest-earning assets outstanding during the period and
the interest rates earned thereon.  Cost of money is a function of the
average amount of deposits and borrowed money outstanding during the period
and the interest rates paid thereon. The quality of assets further
influences the amount of interest income lost on nonaccrual loans and the
amount of additions to the allowance for loan losses.

Three Months Ended March 31, 2001 and 2000
------------------------------------------

      -- Overview.      The Company reported net income for the first
quarter of 2001 of $1.6 million, up $254,000, or 19.4%, from the first
quarter of 2000.  Diluted earnings per common share were $0.40 for the first
quarter of 2001, compared to $0.35 for the first quarter of 2000.  Diluted
cash earnings per common share were $0.45 for the 2001 period, compared to
$0.40 for the 2000 period.

      The Company reported a return on average assets of 0.82% and a return
on average equity of 11.75% for the 2001 period, as compared to a return on
average assets of 0.81% and a return on average equity of 11.11% for the
2000 period.  Cash basis return on average assets and cash basis return on
average equity were 0.94% and 13.16% for the 2001 period, and 0.95% and
12.72% for the 2000 period, respectively.

      -- Net Interest Income.  For the quarter ended March 31, 2001, net
interest income was $7.2 million, compared to $6.1 million for the first
quarter of 2000.  The net interest margin for the first quarter of 2001 was
3.99% compared to a net interest margin of 4.04% for the 2000 period.  The
increase in net interest income of $1.1 million, or 17.7%, was primarily
attributable to the continued growth of the Company.  Average earning assets
were $123.0 million, or 20.2%, higher, and average interest-bearing
liabilities were $95.4 million, or 18.3%, higher, than the comparable period
a year earlier.  The decrease of 5 basis points in the net interest margin
resulted primarily from the lower spreads associated with the recent
wholesale transaction (purchase of residential mortgage loans funded with
FHLB borrowings) compared to the spreads associated with traditional
commercial lending funded by core deposits.

      -- Interest Income. Investments.  Total investment income was $3.0
million for the quarter ended March 31, 2001, compared to $2.2 million for
the first quarter of 2000.  This increase in total investment income of
$760,000, or 34.5%, was primarily attributable to an increase of $40.7
million, or 50.7%, in the average balance of MBSs.  The Company's
investments at the end of the first quarter of 2001 were primarily comprised
of Agency securities or MBSs with remaining maturities

<PAGE>  14


or repricing periods of less than five years.  In addition to assisting in
overall tax planning, management believes that this composition, along with
a structured maturity ladder, provides more stable earnings and predictable
cash flows from the portfolio.

      -- Interest Income. Loans.  Interest from loans was $11.2 million for
the three months ended March 31, 2001, and represented a yield on total
loans of 8.20%.  This compares to $9.3 million of interest, and a yield of
7.92%, for the first quarter of 2000.  Interest from commercial loans
increased $821,000, or 21.1%, between the two quarters and represented the
fastest growing segment of the total loan portfolio.  Income from
residential mortgage loans increased $811,000, or 18.4%, and consumer and
other loan income increased $272,000, or 27.3%.  Since its inception, the
Bank has concentrated its origination efforts on commercial and consumer
loan opportunities, while purchasing residential mortgage loans, and more
recently automobile loans, as cash flows dictated.  The average balance of
the various components of the loan portfolio changed from the first quarter
of 2000 as follows:  commercial loans increased $35.8 million, or 19.9%,
consumer and other loans increased $12.6 million, or 26.9%, and residential
mortgage loans increased $31.2 million, or 12.8%, respectively.  In response
to rising market interest rates, the yields on the various loan portfolio
components changed as follows: commercial loans increased 16 basis points,
to 8.88%; consumer and other loans increased 10 basis points, to 8.63%, and
residential mortgage loans increased 36 basis points, to 7.58%.

      -- Interest Expense.  Interest paid on deposits and borrowings
increased $1.6 million, or 29.4%, to $7.0 million for the three months ended
March 31, 2001, from $5.4 million for the same period during 2000.  The
increase in total interest expense was primarily the result of an increase
in the average balance of interest-bearing liabilities outstanding.  The
average balance of interest-bearing liabilities increased $95.4 million,
from $522.8 million in the first quarter of 2000 to $618.2 million in the
first quarter of 2001, as borrowings were utilized to fund asset growth.
Meanwhile, the overall average cost for interest-bearing liabilities
increased 43 basis points from 4.13% for the first quarter of 2000 to 4.56%
for the first quarter of 2001.  Liability costs are dependent on a number of
factors including general economic conditions, national and local interest
rates, competition in the local deposit marketplace, interest rate tiers
offered and the Company's cash flow needs.  Average costs for the various
components of interest-bearing liabilities changed from the first quarter of
2000 as follows:  NOW accounts decreased 8 basis points, to 0.56%; money
market accounts decreased 16 basis points, to 2.56%; savings deposits
increased 69 basis points, to 3.51%; certificate of deposit accounts
increased 62 basis points, to 5.72%; and borrowings decreased 37 basis
points to 5.60%.

      -- Provision for Loan Losses.  The provision for loan losses was
$488,000 for the quarter ended March 31, 2001, up $148,000, or 43.5%, from
the same quarter last year as the total loan portfolio grew $66.1 million,
or 12.7%, during the quarter and charge-offs increased $205,000 from the
first quarter of last year.  When determining the provision for the quarter,
management evaluates several factors including new loan originations, actual
and estimated charge-offs, and the risk characteristics of the loan
portfolio.  Also see discussion under "Allowance for Loan Losses."

      -- Noninterest Income.  Total noninterest income increased $326,000,
or 42.0%, to $1.1 million for the first quarter of 2001, from $776,000 for
the first quarter of 2000.  Service Charges on Deposit Accounts, which
continues to represent the largest source of noninterest income for the
Company, rose $161,000, or 26.6%, from $605,000 for the three months ended
March 31, 2000, to $766,000 for the same period in 2001.  Commissions on
Loans Originated for Others increased $54,000, or

<PAGE>  15


1080.0%, from the comparable period, as fixed rate mortgage loan activity
increased substantially in response to the falling interest rate environment.
Other Income increased $105,000, or 85.4%, primarily from revitalization of
the Company's non-deposit investment sales program, which increased
commissions $71,000 over the first quarter of last year.


      -- Noninterest Expense. Noninterest expenses for the first quarter of
2001 increased a total of $833,000, or 18.3%, to $5.4 million from $4.6
million in 2000.  This increase occurred primarily in the following areas:
Salaries and Benefits (up $479,000, or 22.1%), Occupancy and Equipment (up
$86,000, or 15.0%), Data Processing (up $134,000, or 47.0%), OREO Expenses
(up $40,000, or 1,333.3%) and Other Expenses (up $178,000, or 35.2%).
During 2000, the Bank experienced substantial growth in both the commercial
loan and core deposit areas that has resulted in the increased costs
associated with the first quarter of 2001.  In addition, during the third
quarter of 2000, the Bank reviewed its salary structure and subsequently
made adjustments to certain positions in order to bring their compensation
to industry comparable levels.  Partially offsetting these increases were
decreases in:  Marketing (down $47,000, or 20.0%) and Professional Services
(down $45,000, or 17.3%).  The Company's cash basis efficiency ratio for the
first quarter of 2001 was 61.36%, compared to 61.84% for the first quarter
of 2000, an improvement of 48 basis points.

      -- Income Tax Expense.  Income tax expense of $871,000 was recorded
for the three months ended March 31, 2001, compared to $695,000 for the same
period during 2000.  This represented total effective tax rates of 35.8% and
34.7%, respectively.  Tax-favored income from U.S. Treasury and Agency
securities along with the utilization of a Rhode Island passive investment
company has reduced the effective tax rate from the 39.9% combined statutory
federal and state tax rates.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

      -- Liquidity.  Liquidity is defined as the ability to meet current and
future financial obligations of a short-term nature. The Company further
defines liquidity as the ability to respond to the needs of depositors and
borrowers, as well as to earnings enhancement opportunities, in a changing
marketplace.

      The primary source of funds for the payment of dividends and expenses
by the Company is dividends paid to it by the Bank.  Bank regulatory
authorities generally restrict the amounts available for payment of
dividends if the effect thereof would cause the capital of the Bank to be
reduced below applicable capital requirements.  These restrictions
indirectly affect the Company's ability to pay dividends.  The primary
sources of liquidity for the Bank consist of deposit inflows, loan
repayments, borrowed funds, maturity of investment securities and sales of
securities from the available for sale portfolio.  Management believes that
these sources are sufficient to fund the Bank's lending and investment
activities.

      Management is responsible for establishing and monitoring liquidity
targets as well as strategies and tactics to meet these targets.  In
general, the Company maintains a high degree of flexibility with a liquidity
target of 10% to 25% of total assets.  At March 31, 2001, federal funds
sold, investment securities and MBSs available for sale amounted to $180.1
million, or 22.1% of total assets.  This compares to $170.3 million, or
23.0% of total assets at December 31, 2000.  The Bank is a member of the
FHLB and, as such, has access to both short- and long-term borrowings.  In
addition, the Bank maintains a line of credit at the FHLB as well as a line
of credit with a correspondent bank.  There

<PAGE>  16


have been no adverse trends in the Company's liquidity or capital reserves.
Management believes that the Company has adequate liquidity to meet its
commitments.

      -- Capital Resources.  Total shareholders' equity of the Company at
March 31, 2001 was $55.3 million, as compared to $53.3 million at December
31, 2000.  This increase of $2.0 million was the result of net income for
the quarter of $1.6 million, less dividends of $448,000 and changes in
unrealized gains on investment securities of $927,000.

      All FDIC-insured institutions must meet specified minimal capital
requirements.  These regulations require banks to maintain a minimum
leverage capital ratio.  In addition, the FDIC has adopted capital
guidelines based upon ratios of a bank's capital to total assets adjusted
for risk.  The risk-based capital guidelines include both a definition of
capital and a framework for calculating risk-weighted assets by assigning
balance sheet assets and off-balance sheet items to broad risk categories.
These regulations require banks to maintain minimum capital levels for
capital adequacy purposes and higher capital levels to be considered "well
capitalized."

      Capital guidelines have also been issued by the Federal Reserve Board
("FRB") for bank holding companies.  These guidelines require the Company to
maintain minimum capital levels for capital adequacy purposes.  In general,
the FRB has adopted substantially identical capital adequacy guidelines as
the FDIC.  Such standards are applicable to bank holding companies and their
bank subsidiaries on a consolidated basis.

      As of March 31, 2001, the Company and the Bank met all applicable
minimum capital requirements and were considered "well capitalized" by both
the FRB and the FDIC.  The Company's and the Bank's actual and required
capital amounts and ratios are as follows:

<TABLE>
<CAPTION>
                                                                        Minimum Required          Minimum Required
                                                                          For Capital             To Be Considered
                                                   Actual              Adequacy Purposes         "Well Capitalized"
                                             ------------------        ------------------        ------------------
                                             Amount       Ratio        Amount       Ratio        Amount       Ratio
                                             ------       -----        ------       -----        ------       -----

<S>                                         <C>           <C>         <C>           <C>        <C>           <C>
At March 31, 2001:

Bancorp Rhode Island, Inc.
Tier I capital (to average assets)          $ 45,951       6.07%      $ 22,271      3.00%      $ 37,869       5.00%
Tier I capital (to risk weighted assets)      45,951       9.68%        18,998      4.00%        28,497       6.00%
Total capital (to risk weighted assets)       51,907      10.93%        37,995      8.00%        47,494      10.00%

Bank Rhode Island
Tier I capital (to average assets)          $ 45,592       6.02%      $ 22,720      3.00%      $ 37,867       5.00%
Tier I capital (to risk weighted assets)      45,592       9.60%        18,993      4.00%        28,490       6.00%
Total capital (to risk weighted assets)       51,548      10.86%        37,986      8.00%        47,483      10.00%

At December 31, 2000:

Bancorp Rhode Island, Inc.
Tier I capital (to average assets)          $ 41,543       5.91%      $ 21,086      3.00%      $ 35,144       5.00%
Tier I capital (to risk weighted assets)      41,543       9.50%        17,484      4.00%        26,226       6.00%
Total capital (to risk weighted assets)       47,029      10.76%        34,968      8.00%        43,710      10.00%

Bank Rhode Island
Tier I capital (to average assets)          $ 41,129       5.85%      $ 21,086      3.00%      $ 35,144       5.00%
Tier I capital (to risk weighted assets)      41,129       9.41%        17,484      4.00%        26,226       6.00%
Total capital (to risk weighted assets)       46,615      10.66%        34,968      8.00%        43,710      10.00%
</TABLE>

<PAGE>  17


                         BANCORP RHODE ISLAND, INC.
         Quantitative and Qualitative Disclosures About Market Risk

ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk

INTEREST RATE RISK
------------------

      The principal market risk facing the Company is interest rate risk.
The Company's objective regarding interest rate risk is to manage its assets
and funding sources to produce results which are consistent with its
liquidity, capital adequacy, growth and profitability goals, while
minimizing the vulnerability of its operations to changes in market interest
rates.      Simulation modeling is the primary tool used by the Company to
measure the interest rate risk inherent in its balance sheet at a given
point of time by showing the effect on net interest income, over a twenty-
four month period, of interest rate ramps of up to 200 basis points.

      The following table presents the estimated impact of interest rate
ramps on the Company's estimated net interest income over a twenty-four
month period beginning April 1, 2001:

<TABLE>
<CAPTION>
                                          Estimated Exposure
                                        to Net Interest Income
                                       -----------------------
                                       Dollar          Percent
                                       Change          Change
                                       ------          -------
                                       (Dollars in thousands)

<S>                                    <C>             <C>
Initial Twelve Month Period:
  Up 200 basis points                  $   631          2.17%
  Up 100 basis points                      336          1.16%
  Down 100 basis points                   (347)        (1.19%)
  Down 200 basis points                   (752)        (2.59%)

Subsequent Twelve Month Period:
  Up 200 basis points                  $ 1,454          5.04%
  Up 100 basis points                      879          3.05%
  Down 100 basis points                 (1,159)        (4.01%)
  Down 200 basis points                 (2,876)        (9.96%)
</TABLE>

      While the Company reviews simulation assumptions and methodology to
ensure that they reflect historical experience, it should be noted that
income simulation may not always prove to be an accurate indicator of
interest rate risk because the actual repricing, maturity and prepayment
characteristics of individual products may differ from the estimates used in
the simulations.

      The Company also uses interest rate sensitivity gap analysis to
provide a more general overview of its interest rate risk profile.  The
interest rate sensitivity gap is defined as the difference between interest-
earning assets and interest-bearing liabilities maturing or repricing within
a given time period.  At March 31, 2001, the Company's one year cumulative
gap was a positive $41.3 million, or 5.08% of total assets.

      For additional discussion on interest rate risk see the section titled
"Asset and Liability Management" on pages 34 to 36 of the Company's 2000
Annual Report to Shareholders.

<PAGE>  18


                         BANCORP RHODE ISLAND, INC.
                              Other Information

PART II.  Other Information

ITEM 1.   LEGAL PROCEEDINGS

          There are no material pending legal proceedings to which the
          Company or its subsidiaries are a party, or to which any of their
          property is subject, other than ordinary routine litigation
          incidental to the business of banking.

ITEM 2.   CHANGE IN SECURITIES AND USE OF PROCEEDS

          On January 23, 2001, the Company sponsored the creation of BRI
          Statutory Trust I (the "Trust"), a Connecticut statutory trust.
          The Company is the owner of all of the common securities of the
          Trust.  On February 22, 2001, the Trust issued $3.0 million of its
          10.20% Capital Securities through a pooled trust preferred
          securities offering, conducted in compliance with Regulation S and
          Rule 144A promulgated under the Securities Act of 1933, as
          amended.  First Tennessee Capital Markets and Keefe Bruyette &
          Woods, Inc. served as co-placement agents and received a placement
          fee equal to 3% of the offering proceeds.  The proceeds from this
          issuance, along with the Company's $93,000 capital contribution
          for the Trust's common securities, were used to acquire $3.1
          million aggregate principal amount of the Company's 10.20% Junior
          Subordinated Notes due February 22, 2031, which constitute the
          sole asset of the Trust.  The Company has, through the Declaration
          of Trust establishing the Trust, the Guarantee Agreement, the
          Notes and the related Indenture, taken together, fully irrevocably
          and unconditionally guaranteed all of the Trust's obligations
          under the Capital Securities, to the extent the Trust has funds
          available therefore.

ITEM 3.   DEFAULT UPON SENIOR SECURITIES

          No defaults upon senior securities have taken place.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY HOLDERS

          No information to report.

ITEM 5.   OTHER INFORMATION

          No information to report.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)   Exhibits

                Exhibit 10.10-CEO Deferred Compensation Agreement by and
                              between Bank Rhode Island and Merrill W. Sherman

                Exhibit 10.11-Restricted Stock Agreement by and among Bancorp
                              Rhode Island, Inc. Bank Rhode Island and Merrill
                              W. Sherman

          (b)   Reports on Form 8-K

                No information to report.

<PAGE>  19


                         BANCORP RHODE ISLAND, INC.

                                 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                       Bancorp Rhode Island, Inc.


May 10, 2001                           /s/  Merrill W. Sherman
------------                           ------------------------------
   (Date)                                   Merrill W. Sherman
                                            President and
                                            Chief Executive Officer


May 10, 2001                           /s/  Albert R. Rietheimer
                                       ------------------------------
   (Date)                                   Albert R. Rietheimer
                                            Chief Financial Officer
                                            and Treasurer

<PAGE>  20