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 *
DERENTIS JAMES V
 2. Issuer Name and Ticker or Trading Symbol
BANCORP RHODE ISLAND INC [BARI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Business Officer
(Last)
(First)
(Middle)

68 HUDSON STREET 3		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008
(Street)


PROVIDENCE, RI 02909		 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 11/29/2005   P4 0.434 (1) A $ 34.562 6,460.434 D  
Common Stock 03/07/2006   P4 4.76 (1) A $ 34.678 6,465.194 D  
Common Stock 05/30/2006   P4 8.828 (1) A $ 35.77 6,474.022 D  
Common Stock 08/29/2006   P4 7.586 (1) A $ 41.8 6,481.608 D  
Common Stock 11/28/2006   P4 7.325 (1) A $ 43.446 6,488.933 D  
Common Stock 03/07/2007   P4 7.298 (1) A $ 43.757 6,496.231 D  
Common Stock 06/06/2007   P4 13.121 (1) A $ 38.14 6,509.352 D  
Common Stock 09/05/2007   P4 12.917 (1) A $ 38.894 6,522.269 D  
Common Stock 12/05/2007   P4 14.947 (1) A $ 35.991 6,537.216 D  
Common Stock 03/05/2008   P4 15.442 (1) A $ 34.992 6,552.658 D  
Common Stock 06/04/2008   P4 21.174 (1) A $ 33.193 6,573.832 D  
Common Stock 09/03/2008   P4 24.65 (1) A $ 30.44 6,598.482 D  
Common Stock 12/03/2008   P4 51.106 (1) A $ 21.989 6,649.588 D  
Common Stock 02/01/2008   M4 1,000 A $ 10.75 7,649.588 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
Stock Option (Right to purchase) $ 10.75 02/01/2008   M4   1,000 01/21/1999 01/21/2009 Common Stock
1,000
$ 0 0
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DERENTIS JAMES V
68 HUDSON STREET 3
PROVIDENCE, RI 02909		       Chief Business Officer  

Signatures

Margaret D. Farrell (Attorney-in-fact for James V. DeRentis) 02/03/2009
**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) Shares were acquired as part of a dividend reinvestment program.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.