FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Meiklejohn Mark J. 		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 Lending Officer
(Last)          (First)          (Middle)

PO BOX 1562 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/20/2010
(Street)

KINGSTON, RI 02881
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   4/20/2010     A    1200   (1) A $0   (1) 3197   D    
Common Stock   4/20/2010     A    9800   (2) A $0   (2) 12997   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Shares   $0   (3) 4/20/2010     A      600         (3) 4/20/2013   Common Stock   600   $0   600   D    
Stock Option (Right to purchase)   $25.86   4/20/2010     A      3000       4/20/2011   (4) 4/20/2017   Common Stock   3000   $0   3000   D    

Explanation of Responses:
( 1)  Restricted stock award made to the reporting person under the registrant's 2002 Equity Incentive Plan which vests in three equal annual installments commencing on the one year anniversary of the date of grant.
( 2)  Restricted stock award to the reporting person made under the registrant's 2002 Equity Incentive Plan. The restricted shares will vest in full on the fifth anniversary of the date of grant subject to accelerated vesting if the price for the registrant's common stock reaches $36.00 per share and remains at this level for 20 consecutive trading days.
( 3)  Each performance share represents a contingent right to receive one share of the registrant's common stock. The performance shares will vest on the third anniversary of the date of grant upon the registrant achieving earnings per share for the three year period from the date of grant through the third anniverary thereof at or above the 50th percentile level in a custom commercial bank index for banks in the Northeast with assets of $500 million to $5 billion.
( 4)  This option is exercisable in three equal annual installments commencing April 20, 2011.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Meiklejohn Mark J.
PO BOX 1562
KINGSTON, RI 02881

Chief Lending Officer

Signatures
Margaret D. Farrell (Attorney-in-fact for Mark J. Meiklejohn) 4/22/2010
** 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 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).
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 control number.
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