<PAGE>   1


                                                 Registration No. 333-
                                                                      ----------

      As filed with the Securities and Exchange Commission on June 4, 1998
--------------------------------------------------------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                              -----------------
                               WEYCO GROUP, INC.
             (Exact name of registrant as specified in its charter)


   WISCONSIN                                                    39-0702200
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

234 East Reservoir Avenue
    P.O. Box 1188
 Milwaukee, Wisconsin                                              53201
 (Address of Principal Executive Offices)                       (ZIP Code)

                              -----------------

                               WEYCO GROUP, INC.
                             1997 STOCK OPTION PLAN
                            (Full title of the plan)

                              -----------------

           John F. Wittkowske                              Copy to:
   Vice President-Finance & Secretary                 Kathryn M. Coates
           WEYCO GROUP, INC.                           Quarles & Brady
       234 East Reservoir Avenue                  411 East Wisconsin Avenue
             P.O. Box 1188                        Milwaukee, Wisconsin 53202
       Milwaukee, Wisconsin 53201
(Name and address of agent for service)

                                 (414) 263-8800
         (Telephone number, including area code, of agent for service)

                                                           
<PAGE>   2



                        CALCULATION OF REGISTRATION FEE
================================================================================
                                                        
                                                    PROPOSED
   TITLE OF                           PROPOSED      MAXIMUM 
  SECURITIES                          MAXIMUM       AGGREGATE   AMOUNT OF 
    TO BE          AMOUNT TO BE    OFFERING PRICE   OFFERING    REGISTRATION
  REGISTERED       REGISTERED(1)   PER SHARE(2)(3)  PRICE(3)    FEE
  ----------       -------------   ---------------  ---------   ------------

 Common Stock,
 $1.00 par value   600,000 shares      $25.625     $15,375,000      $4,536

--------------------------------------------------------------------------------
(1)  The Plan provides for possible adjustment of the number, price and kind
     of shares covered by options granted or to be granted in the event of
     certain capital or other changes affecting the Registrant's Common Stock.
     This Registration Statement therefore covers, in addition to the above
     stated 600,000 shares, an indeterminate number of shares that may become
     subject to the Plan by means of any such adjustment.

(2)  The actual offering price shall be 100% of the Fair Market Value of the
     Registrant's Common Stock on the date on which an option is granted, or
     110% for incentive stock options granted to optionees who directly or
     indirectly own shares representing more than 10% of the voting power of
     company stock, as determined in accordance with the terms of the Plan.

(3)  Pursuant to Rule 457(h), estimated solely for the purpose of computing
     the registration fee, based upon the average of the closing bid and asked
     prices of the Registrant's Common Stock as reported by the NASDAQ Stock
     Market on June 1, 1998.

<PAGE>   3


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Information specified in Part I of Form S-8 (Items 1 and 2) will be sent
or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents filed by Weyco Group, Inc. (the "Registrant")
(Commission File No. 0-9068) with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13 of the Securities Exchange Act of 1934
(the "1934 Act") are incorporated herein by reference:

      (a)  The Registrant's Annual Report on Form 10-K for the fiscal
           year ended December 31, 1997;

      (b)  The Registrant's Quarterly Report on Form 10-Q for the
           quarter ended March 31, 1998;

      (c)  The Registrant's Nasdaq National Market Notification Form for
           Listing of Additional Shares dated December 5, 1997; and

      (d)  The Registrant's Current Report on Form 8-K dated June 12,
           1992, including specifically the description of the Registrant's 
           Common Stock in Item 5 thereof, which updates the description of 
           the Registrant's Registration Statement on Form 10, including any 
           future amendment or report filed for the purpose of updating such
           description.

      All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.

      Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part hereof.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.  See Item 3(d) above.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      The legality of the shares of Common Stock registered hereunder will be
passed on for the Registrant by Quarles & Brady, the Registrant's legal
counsel.



<PAGE>   4

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant is incorporated under the Wisconsin Business Corporation
Law ("WBCL").  Under Section 180.0851(1) of the WBCL, the Registrant is
required to indemnify a director or officer, to the extent such person is
successful on the merits or otherwise in the defense of a proceeding, for all
reasonable expenses incurred in the proceeding if such person was a party
because he or she was a director or officer of the Registrant.  In all other
cases, the Registrant is required by Section 180.0851(2) of the WBCL to
indemnify a director or officer against liability incurred in a proceeding to
which such person was a party because he or she was an officer or director of
the Registrant, unless it is determined that he or she breached or failed to
perform a duty owed to the Registrant and the breach or failure to perform
constitutes:  (i) a willful failure to deal fairly with the Registrant or its
shareholders in connection with a matter in which the director or officer has a
material conflict of interest; (ii) a violation of criminal law, unless the
director or officer had reasonable cause to believe his or her conduct was
lawful or no reasonable cause to believe his or her conduct was unlawful; (iii)
a transaction from which the director or officer derived an improper personal
profit; or (iv) willful misconduct. Section 180.0858(1) of the WBCL provides
that, subject to certain limitations, the mandatory indemnification provisions
do not preclude any additional right to indemnification or allowance of
expenses that a director or officer may have under the Registrant's articles of
incorporation, bylaws, a written agreement or a resolution of the Board of
Directors or shareholders.

     Section 180.0859 of the WBCL provides that it is the public policy of the
State of Wisconsin to require or permit indemnification, allowance of expenses
and insurance to the extent required or permitted under Sections 180.0850 to
180.0858 of the WBCL for any liability incurred in connection with a proceeding
involving a federal or state statute, rule or regulation regulating the offer,
sale or purchase of securities.

     Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from
a breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the four exceptions to
mandatory indemnification under Section 180.0851(2) referred to above.

     Under Section 180.0833 of the WBCL, directors of the Registrant against
whom claims are asserted with respect to the declaration of an improper
dividend or other distribution to shareholders to which they assented are
entitled to contribution from other directors who assented to such distribution
and from shareholders who knowingly accepted the improper distribution, as
provided therein.

     Article VIII of the Registrant's Bylaws contains provisions that generally
parallel the indemnification provisions of the WBCL and cover certain
procedural matters not dealt with in the WBCL.  The Registrant is insured
against certain liabilities which it may incur by reason of Article VIII of its
Bylaws.  In addition, officers and directors are insured, at the Registrant's
expense, against certain liabilities which might arise out of their employment
and which might not be subject to indemnification under the Bylaws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     See Exhibit Index following Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.





<PAGE>   5

ITEM 9.  UNDERTAKINGS.
            
      (a)  The undersigned Registrant hereby undertakes:

           (1)   To file, during any period in which offers or sales are being 
made, a post-effective amendment to this Registration Statement:
        
           (i)   To include any prospectus required by section
                 10(a)(3) of the Securities Act of 1933;

           (ii)  To reflect in the prospectus any facts or events
                 arising after the effective date of the Registration Statement
                 (or the most recent post-effective amendment thereof) which,
                 individually or in the aggregate, represent a fundamental
                 change in the information set forth in the Registration
                 Statement;

           (iii) To include any material information with respect
                 to the plan of distribution not previously disclosed in the
                 Registration Statement or any material change to such
                 information in the Registration Statement;

           Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not 
apply if the Registration Statement is on Form S-3 or Form S-8, information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
        
           (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

           (3) To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the
termination of the offering.
        
      (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (c)  Reference is made to the indemnification provisions referred to in
Item 6 of this Registration Statement.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
        




<PAGE>   6


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milwaukee, State of Wisconsin, on June 4, 1998.

                                  WEYCO GROUP, INC.
                                  (Registrant)

                                  By
                                    ------------------------
                                    John F. Wittkowske
                                    Vice President-Finance and Secretary

                               -------------------

                              POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas W. Florsheim, Thomas W. Florsheim, Jr.
and John F. Wittkowske, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, and any
other regulatory authority, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.

                             -------------------

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.*


  SIGNATURE                      TITLE


                                 Chairman of the Board and
  -----------------------------  Chief Executive Officer 
  Thomas W. Florsheim            (Principal Executive Officer)

                                 President and Chief Operating Officer
  -----------------------------  and Director
  Thomas W. Florsheim, Jr.       

                                 Executive Vice President and Director
  -----------------------------
  John W. Florsheim

                                 Vice President-Finance and Secretary
  -----------------------------  (Principal Financial and Accounting Officer)
  John F. Wittkowske             

                                 Director
  -----------------------------
  Robert Feitler



          *Each of these signatures is affixed as of June 4, 1998.

<PAGE>   7




                               WEYCO GROUP, INC.
                               (THE "REGISTRANT")
                          (COMMISSION FILE NO. 0-9068)

                                 EXHIBIT INDEX
                                       TO
                        FORM S-8 REGISTRATION STATEMENT



<TABLE>
<CAPTION>
 EXHIBIT                                          INCORPORATED HEREIN              FILED
 NUMBER   DESCRIPTION                             BY REFERENCE TO                 HEREWITH
<S>       <C>                                     <C>                         <C>
 4.1      Articles III and VI of the Articles of                                     X
          Incorporation of WEYCO Group,
          Inc., as restated August 29,
          1961, and last amended
          April 28,1998


 4.2      Articles II, V, VI and X of the         Exhibit 4.2 to the
          Bylaws of WEYCO Group, Inc., as         Registrant's Form S-8
          revised January 21, 1991 and            Registration Statement
          amended November 3, 1992                dated May 1, 1996
          and January 8, 1996

 5        Opinion of Quarles & Brady                                                 X

 23.1     Consent of Arthur Andersen LLP                                             X

 23.2     Consent of Quarles & Brady                                             Contained in
                                                                                 Opinion filed
                                                                                  as Exhibit 5

 24       Powers of Attorney                                                     Signatures Page
                                                                                    to this
                                                                              Registration Statement

 99       Weyco Group, Inc.                       Exhibit 10.13 to the
          1997 Stock Option Plan                  Registrant's Annual Report
                                                  on Form 10-K for the fiscal
                                                  year ended December 31, 1997

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19759}]
{"company-data": {"conformed-name": "WEYCO GROUP INC", "cik": "0000106532", "assigned-sic": "3140", "irs-number": "390702200", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56035", "film-number": "98642517"}, "business-address": {"street1": "234 E RESERVOIR AVE", "street2": "PO BOX 1188", "city": "MILWAUKEE", "state": "WI", "zip": "53201", "phone": "4142638800"}, "mail-address": {"street1": "234 EAST RESERVOIR AVENUE", "street2": "234 EAST RESERVOIR AVENUE", "city": "MILWAUKEE", "state": "WI", "zip": "53212"}, "former-company": {"former-conformed-name": "WEYENBERG SHOE MANUFACTURING CO", "date-changed": "19900514"}}
1

                                                 Registration No. 333-
                                                                      ----------

      As filed with the Securities and Exchange Commission on June 4, 1998
--------------------------------------------------------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                              -----------------
                               WEYCO GROUP, INC.
             (Exact name of registrant as specified in its charter)

   WISCONSIN                                                    39-0702200
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

234 East Reservoir Avenue
    P.O. Box 1188
 Milwaukee, Wisconsin                                              53201
 (Address of Principal Executive Offices)                       (ZIP Code)

                              -----------------

                               WEYCO GROUP, INC.
                             1997 STOCK OPTION PLAN
                            (Full title of the plan)

                              -----------------

           John F. Wittkowske                              Copy to:
   Vice President-Finance & Secretary                 Kathryn M. Coates
           WEYCO GROUP, INC.                           Quarles & Brady
       234 East Reservoir Avenue                  411 East Wisconsin Avenue
             P.O. Box 1188                        Milwaukee, Wisconsin 53202
       Milwaukee, Wisconsin 53201
(Name and address of agent for service)

                                 (414) 263-8800
         (Telephone number, including area code, of agent for service)
2

                        CALCULATION OF REGISTRATION FEE
================================================================================
                                                        
                                                    PROPOSED
   TITLE OF                           PROPOSED      MAXIMUM 
  SECURITIES                          MAXIMUM       AGGREGATE   AMOUNT OF 
    TO BE          AMOUNT TO BE    OFFERING PRICE   OFFERING    REGISTRATION
  REGISTERED       REGISTERED(1)   PER SHARE(2)(3)  PRICE(3)    FEE
  ----------       -------------   ---------------  ---------   ------------

 Common Stock,
 $1.00 par value   600,000 shares      $25.625     $15,375,000      $4,536

--------------------------------------------------------------------------------
(1)  The Plan provides for possible adjustment of the number, price and kind
     of shares covered by options granted or to be granted in the event of
     certain capital or other changes affecting the Registrant's Common Stock.
     This Registration Statement therefore covers, in addition to the above
     stated 600,000 shares, an indeterminate number of shares that may become
     subject to the Plan by means of any such adjustment.

(2)  The actual offering price shall be 100% of the Fair Market Value of the
     Registrant's Common Stock on the date on which an option is granted, or
     110% for incentive stock options granted to optionees who directly or
     indirectly own shares representing more than 10% of the voting power of
     company stock, as determined in accordance with the terms of the Plan.

(3)  Pursuant to Rule 457(h), estimated solely for the purpose of computing
     the registration fee, based upon the average of the closing bid and asked
     prices of the Registrant's Common Stock as reported by the NASDAQ Stock
     Market on June 1, 1998.
3

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Information specified in Part I of Form S-8 (Items 1 and 2) will be sent
or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents filed by Weyco Group, Inc. (the "Registrant")
(Commission File No. 0-9068) with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13 of the Securities Exchange Act of 1934
(the "1934 Act") are incorporated herein by reference:

      (a)  The Registrant's Annual Report on Form 10-K for the fiscal
           year ended December 31, 1997;

      (b)  The Registrant's Quarterly Report on Form 10-Q for the
           quarter ended March 31, 1998;

      (c)  The Registrant's Nasdaq National Market Notification Form for
           Listing of Additional Shares dated December 5, 1997; and

      (d)  The Registrant's Current Report on Form 8-K dated June 12,
           1992, including specifically the description of the Registrant's 
           Common Stock in Item 5 thereof, which updates the description of 
           the Registrant's Registration Statement on Form 10, including any 
           future amendment or report filed for the purpose of updating such
           description.

      All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.

      Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part hereof.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.  See Item 3(d) above.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      The legality of the shares of Common Stock registered hereunder will be
passed on for the Registrant by Quarles & Brady, the Registrant's legal
counsel.
4

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant is incorporated under the Wisconsin Business Corporation
Law ("WBCL").  Under Section 180.0851(1) of the WBCL, the Registrant is
required to indemnify a director or officer, to the extent such person is
successful on the merits or otherwise in the defense of a proceeding, for all
reasonable expenses incurred in the proceeding if such person was a party
because he or she was a director or officer of the Registrant.  In all other
cases, the Registrant is required by Section 180.0851(2) of the WBCL to
indemnify a director or officer against liability incurred in a proceeding to
which such person was a party because he or she was an officer or director of
the Registrant, unless it is determined that he or she breached or failed to
perform a duty owed to the Registrant and the breach or failure to perform
constitutes:  (i) a willful failure to deal fairly with the Registrant or its
shareholders in connection with a matter in which the director or officer has a
material conflict of interest; (ii) a violation of criminal law, unless the
director or officer had reasonable cause to believe his or her conduct was
lawful or no reasonable cause to believe his or her conduct was unlawful; (iii)
a transaction from which the director or officer derived an improper personal
profit; or (iv) willful misconduct. Section 180.0858(1) of the WBCL provides
that, subject to certain limitations, the mandatory indemnification provisions
do not preclude any additional right to indemnification or allowance of
expenses that a director or officer may have under the Registrant's articles of
incorporation, bylaws, a written agreement or a resolution of the Board of
Directors or shareholders.

     Section 180.0859 of the WBCL provides that it is the public policy of the
State of Wisconsin to require or permit indemnification, allowance of expenses
and insurance to the extent required or permitted under Sections 180.0850 to
180.0858 of the WBCL for any liability incurred in connection with a proceeding
involving a federal or state statute, rule or regulation regulating the offer,
sale or purchase of securities.

     Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from
a breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the four exceptions to
mandatory indemnification under Section 180.0851(2) referred to above.

     Under Section 180.0833 of the WBCL, directors of the Registrant against
whom claims are asserted with respect to the declaration of an improper
dividend or other distribution to shareholders to which they assented are
entitled to contribution from other directors who assented to such distribution
and from shareholders who knowingly accepted the improper distribution, as
provided therein.

     Article VIII of the Registrant's Bylaws contains provisions that generally
parallel the indemnification provisions of the WBCL and cover certain
procedural matters not dealt with in the WBCL.  The Registrant is insured
against certain liabilities which it may incur by reason of Article VIII of its
Bylaws.  In addition, officers and directors are insured, at the Registrant's
expense, against certain liabilities which might arise out of their employment
and which might not be subject to indemnification under the Bylaws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     See Exhibit Index following Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
5

ITEM 9.  UNDERTAKINGS.
            
      (a)  The undersigned Registrant hereby undertakes:

           (1)   To file, during any period in which offers or sales are being 
made, a post-effective amendment to this Registration Statement:
        
           (i)   To include any prospectus required by section
                 10(a)(3) of the Securities Act of 1933;

           (ii)  To reflect in the prospectus any facts or events
                 arising after the effective date of the Registration Statement
                 (or the most recent post-effective amendment thereof) which,
                 individually or in the aggregate, represent a fundamental
                 change in the information set forth in the Registration
                 Statement;

           (iii) To include any material information with respect
                 to the plan of distribution not previously disclosed in the
                 Registration Statement or any material change to such
                 information in the Registration Statement;

           Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not 
apply if the Registration Statement is on Form S-3 or Form S-8, information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
        
           (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

           (3) To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the
termination of the offering.
        
      (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (c)  Reference is made to the indemnification provisions referred to in
Item 6 of this Registration Statement.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
6

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milwaukee, State of Wisconsin, on June 4, 1998.

                                  WEYCO GROUP, INC.
                                  (Registrant)

                                  By
                                    ------------------------
                                    John F. Wittkowske
                                    Vice President-Finance and Secretary

                               -------------------

                              POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas W. Florsheim, Thomas W. Florsheim, Jr.
and John F. Wittkowske, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, and any
other regulatory authority, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.

                             -------------------

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.*

  SIGNATURE                      TITLE

                                 Chairman of the Board and
  -----------------------------  Chief Executive Officer 
  Thomas W. Florsheim            (Principal Executive Officer)

                                 President and Chief Operating Officer
  -----------------------------  and Director
  Thomas W. Florsheim, Jr.       

                                 Executive Vice President and Director
  -----------------------------
  John W. Florsheim

                                 Vice President-Finance and Secretary
  -----------------------------  (Principal Financial and Accounting Officer)
  John F. Wittkowske             

                                 Director
  -----------------------------
  Robert Feitler

          *Each of these signatures is affixed as of June 4, 1998.
7

                               WEYCO GROUP, INC.
                               (THE "REGISTRANT")
                          (COMMISSION FILE NO. 0-9068)

                                 EXHIBIT INDEX
                                       TO
                        FORM S-8 REGISTRATION STATEMENT
EXHIBIT                                          INCORPORATED HEREIN              FILED
 NUMBER   DESCRIPTION                             BY REFERENCE TO                 HEREWITH
4.1      Articles III and VI of the Articles of                                     X
          Incorporation of WEYCO Group,
          Inc., as restated August 29,
          1961, and last amended
          April 28,1998

 4.2      Articles II, V, VI and X of the         Exhibit 4.2 to the
          Bylaws of WEYCO Group, Inc., as         Registrant's Form S-8
          revised January 21, 1991 and            Registration Statement
          amended November 3, 1992                dated May 1, 1996
          and January 8, 1996

 5        Opinion of Quarles & Brady                                                 X

 23.1     Consent of Arthur Andersen LLP                                             X

 23.2     Consent of Quarles & Brady                                             Contained in
                                                                                 Opinion filed
                                                                                  as Exhibit 5

 24       Powers of Attorney                                                     Signatures Page
                                                                                    to this
                                                                              Registration Statement

 99       Weyco Group, Inc.                       Exhibit 10.13 to the
          1997 Stock Option Plan                  Registrant's Annual Report
                                                  on Form 10-K for the fiscal
                                                  year ended December 31, 1997