<PAGE>
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 9, 1994
 
                                             REGISTRATION STATEMENT NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                               ----------------
 
                                    FORM S-8
                             REGISTRATION STATEMENT
                                   UNDER THE
                             SECURITIES ACT OF 1933
 
                               ----------------
 
                       BANKERS TRUST NEW YORK CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                NEW YORK                               13-6180473
     (STATE OR OTHER JURISDICTION OF     (I.R.S. EMPLOYER IDENTIFICATION NO.)
     INCORPORATION OR ORGANIZATION)
 
                    280 PARK AVENUE NEW YORK, NEW YORK 10017
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
 
                     1994 STOCK OPTION AND STOCK AWARD PLAN
                              (FULL TITLE OF PLAN)
 
                         GORDON S. CALDER, JR., ESQ. 
                            JAMES J. BAECHLE, ESQ. 
                              130 LIBERTY STREET 
                           NEW YORK, NEW YORK 10006
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
 
                                 (212) 250-2500
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
 
                               ----------------
 
                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                        PROPOSED
                                         PROPOSED       MAXIMUM
                             AMOUNT      MAXIMUM       AGGREGATE     AMOUNT OF
TITLE OF SECURITIES TO BE    TO BE    OFFERING PRICE    OFFERING    REGISTRATION
       REGISTERED          REGISTERED  PER SHARE(1)     PRICE(1)       FEE(2)
- --------------------------------------------------------------------------------
<S>                        <C>        <C>            <C>            <C>
Common Stock, $1 par
 value per share........   15,000,000     $68.04     $1,020,600,000   $351,934
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the registration fee.
(2) Pursuant to Rule 457, the registration fee has been calculated on the basis
    of the average of the high and low prices per share as reported in the New
    York Stock Exchange Composite Transaction Tape during the five business
    days preceding the date of filing of this registration statement.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
 
                                    PART II
 
               INFORMATION NOT REQUIRED IN REGISTRATION STATEMENT
 
  Pursuant to the instructions contained in Form S-8, the document(s)
containing the information described in Part I of Form S-8 are not required to
be filed with the Securities and Exchange Commission (the "Commission") either
as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act of 1933. Accordingly,
such information is omitted.
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
 
  The following documents have been filed by the registrant with the Commission
(File No. 1-5920) and are incorporated herein by reference:
 
    (1) The registrant's Annual Report on Form 10-K for the year ended
  December 31, 1993;
 
    (2) The registrant's Quarterly Report on Form 10-Q for the quarter ended
  March 31, 1994;
 
    (3) The registrant's Current Reports on Form 8-K dated January 20, March
  21, April 19 and July 22, 1994; and
 
    (4) The description of the registrant's Common Stock, par value $1.00 per
  share (the "Common Stock"), contained in the registrant's registration
  statement on Form 8-C filed pursuant to Section 12(b) of the Securities
  Exchange Act of 1934, as amended (the "Exchange Act").
 
  All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
registration statement and prior to the filing of a post-effective amendment to
the registration statement which indicates that all securities offered hereby
have been sold, or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this registration statement
and to be a part hereof from the date of filing of such documents.
 
  Any statement contained in a document incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this registration
statement 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 such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
 
ITEM 4. DESCRIPTION OF SECURITIES
 
  The Common Stock of the registrant is registered under Section 12 of the
Exchange Act.
 
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
 
  The consolidated financial statements of the Corporation for the year ended
December 31, 1993, appearing in the Corporation's Annual Report on Form 10-K
for the year ended December 31, 1993, and incorporated by reference into this
Registration Statement, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in auditing and accounting.
 
  The validity of any newly issued shares of the Common Stock offered hereby
has been passed upon for the registrant by Gordon S. Calder, Jr., Managing
Director and Counsel of Bankers Trust Company. Mr. Calder has an interest in a
number of shares equal to less than .015% of the outstanding Common Stock of
the registrant.
 
                                      II-1
<PAGE>
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
  Article V of the By-Laws of the registrant provides as follows:
 
  SECTION 5.01 The corporation shall, to the fullest extent permitted by
Section 721 of the New York Business Corporation Law, indemnify any person who
is or was made, or threatened to be made, a party to an action or proceeding,
whether civil or criminal, whether involving any actual or alleged breach of
duty, legal or error, any accountability, or any actual or alleged
misstatement, misleading statement or other act or omission and whether brought
or threatened in any court or administrative or legislative body or agency,
including an action by or in the right of the corporation to procure a judgment
in its favor and an action by or in the right of any other corporation of any
type or kind, domestic or foreign, or any partnership, joint venture, trust,
employee benefit plan or other enterprise, which any director or officer of the
corporation is serving or served in any capacity at the request of the
corporation by reason of the fact that he, his testator or interstate, is or
was a director or officer of the corporation, or is serving or served such
other corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise in any capacity, against judgments, fines, amounts paid in
settlement, and costs, charges and expenses, including attorneys' fees, or any
appeal therein; provided, however, that no indemnification shall be provided to
any such person if a judgment or other final adjudication adverse to the
director or officer establishes that (i) his acts were committed in bad faith
or were the result of active and deliberate dishonesty and, in either case,
were material to the cause of action so adjudicated, or (ii) he personally
gained in fact a financial profit or other advantage to which he was not
legally entitled.
 
  SECTION 5.02 The corporation may indemnify any other person to whom the
corporation is permitted to provide indemnification or the advancement of
expenses by applicable law, whether pursuant to rights granted pursuant to, or
provided by, the New York Business Corporation Law or other rights created by
(i) a resolution of shareholders, (ii) a resolution of directors, or (iii) an
agreement providing for such indemnification, it being expressly intended than
these By-Laws authorize the creation of other rights in any such manner.
 
  SECTION 5.03 The corporation shall, from time to time, reimburse or advance
to any person referred to in Section 5.01 the funds necessary for payment of
expenses, including attorneys' fees, incurred in connection with any action or
proceeding referred to in Section 5.01, upon receipt of a written undertaking
by or on behalf of such person to repay such amount(s) if a judgment or other
final adjudication adverse to the director or officer establishes that (i) his
acts were committed in bad faith or were the result of active and deliberate
dishonesty and, in either case, were material to the cause of action so
adjudicated, or (ii) he personally gained in fact a financial profit or other
advantage to which he was legally entitled.
 
  SECTION 5.04 Any director or officer of the corporation serving (i) another
corporation, of which a majority of the shares entitled to vote in the election
of its directors is held by the corporation, or (ii) any employee benefit plan
of the corporation or any corporation referred to in clause (i), in any
capacity shall be deemed to be doing so at the request of the corporation. In
all other cases, the provisions of this Article V will apply (i) only if the
person serving another corporation or any partnership, joint venture, trust,
employee benefit plan or other enterprise so served at specific request of the
corporation, evidenced by a written communication signed by the Chairman of the
Board, the President or any Vice Chairman, and (ii) only if and to the extent
that, after making such efforts as the Chairman of the Board, the President or
any Vice Chairman shall deem adequate in the circumstances, such person shall
be unable to obtain indemnification from such other enterprise or its insurer.
 
  SECTION 5.05 Any person entitled to be indemnified or to the reimbursement or
advancement of expenses as a matter of right pursuant to this Article V may
elect to have the right to indemnification (or advancement of expenses)
interpreted on the basis of the applicable law in effect at the time of the
occurrence of the event or events giving rise to the action or proceeding, to
the extent permitted by law, or on the basis of the applicable law in effect at
the time indemnification is sought.
 
                                      II-2
<PAGE>
 
  SECTION 5.06 The right to be indemnified or to the reimbursement or
advancement of expenses pursuant to this Article V (i) is a contract right
pursuant to which the person entitled thereto may bring suit as if the
provisions hereof were set forth in a separate written contract between the
corporation and the director or officer, (ii) is intended to be retroactive and
shall be available with respect to events occurring prior to the adoption
hereof, and (iii) shall continue to exist after the rescission or restrictive
modification hereof with respect to events occurring prior thereto.
 
  SECTION 5.07 If a request to be indemnified or for the reimbursement or
advancement of expenses pursuant hereto is not paid in full by the corporation
within thirty days after a written claim has been received by the corporation,
the claimant may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled also to be paid the expenses of prosecuting such
claim. Neither the failure of the corporation (including its Board of
Directors, independent legal counsel, or its shareholders) to have made a
determination prior to the commencement of such action that indemnification of
or reimbursement or advancement of expenses to the claimant is proper in the
circumstances, nor an actual determination by the corporation (including its
Board of Directors, independent legal counsel, or its shareholders) that the
claimant is not entitled to indemnification or to the reimbursement or
advancement of expenses, shall be a defense to the action or create a
presumption that the claimant is not so entitled.
 
  SECTION 5.08 A person who has been successful, on the merits or otherwise, in
the defense of a civil or criminal action or proceeding of the character
described in Section 5.01 shall be entitled to indemnification only as provided
in Sections 5.01 and 5.03, notwithstanding any provision of the New York
Business Corporation Law to the contrary.
 
  With certain limitations, Sections 721 through 726 of the New York Business
Corporation Law permit a corporation to indemnify a director or officer made a
party to an action (i) by a corporation or in its right in order to procure a
judgment in its favor unless he shall have breached his duties, or (ii) other
than an action by or in the right of the corporation in order to procure a
judgment in its favor if such director or officer acted in good faith and in a
manner he reasonably believed to be in or, in certain cases, not opposed to
such corporation's best interests, and additionally, in criminal actions, has
no reasonable cause to believe his conduct was unlawful.
 
  In addition, a Directors and Officers Liability and Corporation Reimbursement
Policy is maintained covering the registrant and its directors and officers for
amounts, subject to policy limits, that the registrant might be required to pay
by way of indemnification to its directors or officers under its By-Laws or
otherwise and for the protection of individual directors and officers from loss
for which they might not be indemnified by the registrant.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
 
  Not applicable.
 
ITEM 8. EXHIBITS
 
  The exhibits are listed in the exhibit index.
 
ITEM 9. UNDERTAKINGS
 
  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-3
<PAGE>
 
      (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 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.
 
  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.
 
  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.
 
                                      II-4
<PAGE>
 
                                   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 NEW YORK, STATE OF NEW YORK, ON THE 5TH DAY OF
AUGUST, 1994.
 
                                          Bankers Trust New York Corporation
 
                                                   /s/ Duncan P. Hennes
                                          By __________________________________
                                                  NAME: DUNCAN P. HENNES
                                               TITLE: SENIOR VICE PRESIDENT
 
  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
DATES INDICATED.
 
              SIGNATURE                         TITLE                DATE
 
      *Charles S. Sanford, Jr.             Chairman of the      August 5, 1994
- -------------------------------------        Board Chief
      (CHARLES S. SANFORD, JR.)           Executive Officer
                                            and Director
                                        (Principal Executive
                                              Officer)
 
          *Timothy T. Yates                Executive Vice       August 5, 1994
- -------------------------------------    President and Chief
         (TIMOTHY T. YATES)               Financial Officer
                                        (Principal Financial
                                              Officer)
 
        *Geoffrey M. Fletcher                Senior Vice        August 5, 1994
- -------------------------------------   President (Principal
       (GEOFFREY M. FLETCHER)            Accounting Officer)
 
         *George B. Beitzel                   Director          August 5, 1994
- -------------------------------------
         (GEORGE B. BEITZEL)
 
                                              Director          August 5, 1994
- -------------------------------------
       (PHILLIP A. GRIFFITHS)
 
         *William R. Howell                   Director          August 5, 1994
- -------------------------------------
         (WILLIAM R. HOWELL)
 
          *Jon M. Huntsman                    Director          August 5, 1994
- -------------------------------------
          (JON M. HUNTSMAN)
 
                                      II-5
<PAGE>
 
              SIGNATURE                         TITLE                DATE
 
       *Vernon E. Jordan, Jr.                 Director          August 5, 1994
- -------------------------------------
       (VERNON E. JORDAN, JR.)
 
           *Hamish Maxwell                    Director          August 5, 1994
- -------------------------------------
          (HAMISH MAXWELL)
 
        *Donald F. McCullough                 Director          August 5, 1994
- -------------------------------------
       (DONALD F. MCCULLOUGH)
 
         *N. J. Nicholas Jr.                  Director          August 5, 1994
- -------------------------------------
        (N. J. NICHOLAS JR.)
 
         *Russell E. Palmer                   Director          August 5, 1994
- -------------------------------------
         (RUSSELL E. PALMER)
 
     *Didier Pineau-Valencienne               Director          August 5, 1994
- -------------------------------------
     (DIDIER PINEAU-VALENCIENNE)
 
       *Eugene B. Shanks, Jr.                 Director          August 5, 1994
- -------------------------------------
       (EUGENE B. SHANKS, JR.)
 
        *Patricia C. Stewart                  Director          August 5, 1994
- -------------------------------------
        (PATRICIA C. STEWART)
 
          *George J. Vojta                    Director          August 5, 1994
- -------------------------------------
          (GEORGE J. VOJTA)
 
         /s/ Duncan P. Hennes
*By _________________________________
   (DUNCAN P. HENNES, ATTORNEY-IN -
                 FACT)
 
                                      II-6
<PAGE>
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER              DESCRIPTION                           LOCATION
 -------             -----------                           --------
 <C>     <S>                                  <C>
   *4.1  Restated Certificate of              Filed as an Exhibit to the
          Incorporation of the Registrant      Registrant's Current Report on
          filed with the State of New York     Form 8-K dated September 24,
          on June 9, 1988.                     1993, file number 1-5920.
   *4.2  Certificate of Amendment of the      Filed as an Exhibit to the
          Restated Certificate of              Registrant's Current Report on
          Incorporation of the Registrant      Form 8-K dated September 24,
          filed with the State of New York     1993, file number 1-5920.
          on August 30, 1989.
   *4.3  Certificate of Amendment of the      Filed as an Exhibit to the
          Restated Certificate of              Registrant's Current Report on
          Incorporation of the Registrant      Form 8-K dated September 24,
          filed with the State of New York     1993, file number 1-5920.
          on June 14, 1990.
   *4.4  Certificate of Amendment of the      Filed as an Exhibit to the
          Restated Certificate of              Registrant's Current Report on
          Incorporation of the Registrant      Form 8-K dated September 24,
          filed with the State of New York     1993, file number 1-5920.
          on March 20, 1992.
   *4.5  Certificate of Amendment of the      Filed as an Exhibit to the
          Restated Certificate of              Registrant's Current Report on
          Incorporation of the Registrant      Form 8-K dated September 24,
          filed with the State of New York     1993, file number 1-5920.
          on October 27, 1992.
   *4.6  Certificate of Amendment of the      Filed as an Exhibit to the
          Restated Certificate of              Registrant's Current Report on
          Incorporation of the Registrant      Form 8-K dated September 24,
          filed with the State of New York     1993, file number 1-5920.
          on January 21, 1993.
   *4.7  Certificate of Amendment of the      Filed as an Exhibit to the
          Restated Certificate of              Registrant's Current Report on
          Incorporation of the Registrant      Form 8-K dated September 24,
          filed with the State of New York     1993, file number 1-5920.
          on June 1, 1993.
   *4.8  Certificate of Amendment of the      Filed as an Exhibit to the
          Restated Certificate of              Registrant's Current Report on
          Incorporation of the Registrant      Form 8-K dated August 6, 1993,
          filed with the State of New York     file number 1-5920.
          on August 18, 1993.
   *4.9  Certificate of Amendment of the      Filed as an Exhibit to the
          Restated Certificate of              Registrant's Current Report on
          Incorporation of the Registrant      Form 8-K dated March 21, 1994,
          filed with the State of New York     file number 1-5920.
          on March 25, 1994.
   4.10  1994 Stock Option and Stock Award
          Plan.
   5     Opinion re legality.
   24.1  Consent of Ernst & Young LLP.
   24.2  Consent of Gordon S. Calder, Jr.     Included in Exhibit 5.
   25    Powers of Attorney.
</TABLE>
- --------
* Incorporated by Reference
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26262}]
{"company-data": {"conformed-name": "BANKERS TRUST NEW YORK CORP", "cik": "0000009749", "assigned-sic": "6022", "irs-number": "136180473", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54971", "film-number": "94542440"}, "business-address": {"street1": "280 PARK AVE", "city": "NEW YORK", "state": "NY", "zip": "10017", "phone": "2122502500"}, "mail-address": {"street1": "280 PARK AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10017"}, "former-company": {"former-conformed-name": "BT NEW YORK CORP", "date-changed": "19671107"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 9, 1994
 
                                             REGISTRATION STATEMENT NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                               ----------------
 
                                    FORM S-8
                             REGISTRATION STATEMENT
                                   UNDER THE
                             SECURITIES ACT OF 1933
 
                               ----------------
 
                       BANKERS TRUST NEW YORK CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                NEW YORK                               13-6180473
     (STATE OR OTHER JURISDICTION OF     (I.R.S. EMPLOYER IDENTIFICATION NO.)
     INCORPORATION OR ORGANIZATION)
 
                    280 PARK AVENUE NEW YORK, NEW YORK 10017
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
 
                     1994 STOCK OPTION AND STOCK AWARD PLAN
                              (FULL TITLE OF PLAN)
 
                         GORDON S. CALDER, JR., ESQ. 
                            JAMES J. BAECHLE, ESQ. 
                              130 LIBERTY STREET 
                           NEW YORK, NEW YORK 10006
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
 
                                 (212) 250-2500
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
 
                               ----------------
 
                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPOSED
                                         PROPOSED       MAXIMUM
                             AMOUNT      MAXIMUM       AGGREGATE     AMOUNT OF
TITLE OF SECURITIES TO BE    TO BE    OFFERING PRICE    OFFERING    REGISTRATION
       REGISTERED          REGISTERED  PER SHARE(1)     PRICE(1)       FEE(2)
- --------------------------------------------------------------------------------
Common Stock, $1 par
 value per share........   15,000,000     $68.04     $1,020,600,000   $351,934
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the registration fee.
(2) Pursuant to Rule 457, the registration fee has been calculated on the basis
    of the average of the high and low prices per share as reported in the New
    York Stock Exchange Composite Transaction Tape during the five business
    days preceding the date of filing of this registration statement.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART II
 
               INFORMATION NOT REQUIRED IN REGISTRATION STATEMENT
 
  Pursuant to the instructions contained in Form S-8, the document(s)
containing the information described in Part I of Form S-8 are not required to
be filed with the Securities and Exchange Commission (the "Commission") either
as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act of 1933. Accordingly,
such information is omitted.
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
 
  The following documents have been filed by the registrant with the Commission
(File No. 1-5920) and are incorporated herein by reference:
 
    (1) The registrant's Annual Report on Form 10-K for the year ended
  December 31, 1993;
 
    (2) The registrant's Quarterly Report on Form 10-Q for the quarter ended
  March 31, 1994;
 
    (3) The registrant's Current Reports on Form 8-K dated January 20, March
  21, April 19 and July 22, 1994; and
 
    (4) The description of the registrant's Common Stock, par value $1.00 per
  share (the "Common Stock"), contained in the registrant's registration
  statement on Form 8-C filed pursuant to Section 12(b) of the Securities
  Exchange Act of 1934, as amended (the "Exchange Act").
 
  All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
registration statement and prior to the filing of a post-effective amendment to
the registration statement which indicates that all securities offered hereby
have been sold, or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this registration statement
and to be a part hereof from the date of filing of such documents.
 
  Any statement contained in a document incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this registration
statement 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 such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
 
ITEM 4. DESCRIPTION OF SECURITIES
 
  The Common Stock of the registrant is registered under Section 12 of the
Exchange Act.
 
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
 
  The consolidated financial statements of the Corporation for the year ended
December 31, 1993, appearing in the Corporation's Annual Report on Form 10-K
for the year ended December 31, 1993, and incorporated by reference into this
Registration Statement, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in auditing and accounting.
 
  The validity of any newly issued shares of the Common Stock offered hereby
has been passed upon for the registrant by Gordon S. Calder, Jr., Managing
Director and Counsel of Bankers Trust Company. Mr. Calder has an interest in a
number of shares equal to less than .015% of the outstanding Common Stock of
the registrant.
 
                                      II-1
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
  Article V of the By-Laws of the registrant provides as follows:
 
  SECTION 5.01 The corporation shall, to the fullest extent permitted by
Section 721 of the New York Business Corporation Law, indemnify any person who
is or was made, or threatened to be made, a party to an action or proceeding,
whether civil or criminal, whether involving any actual or alleged breach of
duty, legal or error, any accountability, or any actual or alleged
misstatement, misleading statement or other act or omission and whether brought
or threatened in any court or administrative or legislative body or agency,
including an action by or in the right of the corporation to procure a judgment
in its favor and an action by or in the right of any other corporation of any
type or kind, domestic or foreign, or any partnership, joint venture, trust,
employee benefit plan or other enterprise, which any director or officer of the
corporation is serving or served in any capacity at the request of the
corporation by reason of the fact that he, his testator or interstate, is or
was a director or officer of the corporation, or is serving or served such
other corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise in any capacity, against judgments, fines, amounts paid in
settlement, and costs, charges and expenses, including attorneys' fees, or any
appeal therein; provided, however, that no indemnification shall be provided to
any such person if a judgment or other final adjudication adverse to the
director or officer establishes that (i) his acts were committed in bad faith
or were the result of active and deliberate dishonesty and, in either case,
were material to the cause of action so adjudicated, or (ii) he personally
gained in fact a financial profit or other advantage to which he was not
legally entitled.
 
  SECTION 5.02 The corporation may indemnify any other person to whom the
corporation is permitted to provide indemnification or the advancement of
expenses by applicable law, whether pursuant to rights granted pursuant to, or
provided by, the New York Business Corporation Law or other rights created by
(i) a resolution of shareholders, (ii) a resolution of directors, or (iii) an
agreement providing for such indemnification, it being expressly intended than
these By-Laws authorize the creation of other rights in any such manner.
 
  SECTION 5.03 The corporation shall, from time to time, reimburse or advance
to any person referred to in Section 5.01 the funds necessary for payment of
expenses, including attorneys' fees, incurred in connection with any action or
proceeding referred to in Section 5.01, upon receipt of a written undertaking
by or on behalf of such person to repay such amount(s) if a judgment or other
final adjudication adverse to the director or officer establishes that (i) his
acts were committed in bad faith or were the result of active and deliberate
dishonesty and, in either case, were material to the cause of action so
adjudicated, or (ii) he personally gained in fact a financial profit or other
advantage to which he was legally entitled.
 
  SECTION 5.04 Any director or officer of the corporation serving (i) another
corporation, of which a majority of the shares entitled to vote in the election
of its directors is held by the corporation, or (ii) any employee benefit plan
of the corporation or any corporation referred to in clause (i), in any
capacity shall be deemed to be doing so at the request of the corporation. In
all other cases, the provisions of this Article V will apply (i) only if the
person serving another corporation or any partnership, joint venture, trust,
employee benefit plan or other enterprise so served at specific request of the
corporation, evidenced by a written communication signed by the Chairman of the
Board, the President or any Vice Chairman, and (ii) only if and to the extent
that, after making such efforts as the Chairman of the Board, the President or
any Vice Chairman shall deem adequate in the circumstances, such person shall
be unable to obtain indemnification from such other enterprise or its insurer.
 
  SECTION 5.05 Any person entitled to be indemnified or to the reimbursement or
advancement of expenses as a matter of right pursuant to this Article V may
elect to have the right to indemnification (or advancement of expenses)
interpreted on the basis of the applicable law in effect at the time of the
occurrence of the event or events giving rise to the action or proceeding, to
the extent permitted by law, or on the basis of the applicable law in effect at
the time indemnification is sought.
 
                                      II-2
SECTION 5.06 The right to be indemnified or to the reimbursement or
advancement of expenses pursuant to this Article V (i) is a contract right
pursuant to which the person entitled thereto may bring suit as if the
provisions hereof were set forth in a separate written contract between the
corporation and the director or officer, (ii) is intended to be retroactive and
shall be available with respect to events occurring prior to the adoption
hereof, and (iii) shall continue to exist after the rescission or restrictive
modification hereof with respect to events occurring prior thereto.
 
  SECTION 5.07 If a request to be indemnified or for the reimbursement or
advancement of expenses pursuant hereto is not paid in full by the corporation
within thirty days after a written claim has been received by the corporation,
the claimant may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled also to be paid the expenses of prosecuting such
claim. Neither the failure of the corporation (including its Board of
Directors, independent legal counsel, or its shareholders) to have made a
determination prior to the commencement of such action that indemnification of
or reimbursement or advancement of expenses to the claimant is proper in the
circumstances, nor an actual determination by the corporation (including its
Board of Directors, independent legal counsel, or its shareholders) that the
claimant is not entitled to indemnification or to the reimbursement or
advancement of expenses, shall be a defense to the action or create a
presumption that the claimant is not so entitled.
 
  SECTION 5.08 A person who has been successful, on the merits or otherwise, in
the defense of a civil or criminal action or proceeding of the character
described in Section 5.01 shall be entitled to indemnification only as provided
in Sections 5.01 and 5.03, notwithstanding any provision of the New York
Business Corporation Law to the contrary.
 
  With certain limitations, Sections 721 through 726 of the New York Business
Corporation Law permit a corporation to indemnify a director or officer made a
party to an action (i) by a corporation or in its right in order to procure a
judgment in its favor unless he shall have breached his duties, or (ii) other
than an action by or in the right of the corporation in order to procure a
judgment in its favor if such director or officer acted in good faith and in a
manner he reasonably believed to be in or, in certain cases, not opposed to
such corporation's best interests, and additionally, in criminal actions, has
no reasonable cause to believe his conduct was unlawful.
 
  In addition, a Directors and Officers Liability and Corporation Reimbursement
Policy is maintained covering the registrant and its directors and officers for
amounts, subject to policy limits, that the registrant might be required to pay
by way of indemnification to its directors or officers under its By-Laws or
otherwise and for the protection of individual directors and officers from loss
for which they might not be indemnified by the registrant.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
 
  Not applicable.
 
ITEM 8. EXHIBITS
 
  The exhibits are listed in the exhibit index.
 
ITEM 9. UNDERTAKINGS
 
  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-3
(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 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.
 
  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.
 
  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.
 
                                      II-4
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 NEW YORK, STATE OF NEW YORK, ON THE 5TH DAY OF
AUGUST, 1994.
 
                                          Bankers Trust New York Corporation
 
                                                   /s/ Duncan P. Hennes
                                          By __________________________________
                                                  NAME: DUNCAN P. HENNES
                                               TITLE: SENIOR VICE PRESIDENT
 
  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
DATES INDICATED.
 
              SIGNATURE                         TITLE                DATE
 
      *Charles S. Sanford, Jr.             Chairman of the      August 5, 1994
- -------------------------------------        Board Chief
      (CHARLES S. SANFORD, JR.)           Executive Officer
                                            and Director
                                        (Principal Executive
                                              Officer)
 
          *Timothy T. Yates                Executive Vice       August 5, 1994
- -------------------------------------    President and Chief
         (TIMOTHY T. YATES)               Financial Officer
                                        (Principal Financial
                                              Officer)
 
        *Geoffrey M. Fletcher                Senior Vice        August 5, 1994
- -------------------------------------   President (Principal
       (GEOFFREY M. FLETCHER)            Accounting Officer)
 
         *George B. Beitzel                   Director          August 5, 1994
- -------------------------------------
         (GEORGE B. BEITZEL)
 
                                              Director          August 5, 1994
- -------------------------------------
       (PHILLIP A. GRIFFITHS)
 
         *William R. Howell                   Director          August 5, 1994
- -------------------------------------
         (WILLIAM R. HOWELL)
 
          *Jon M. Huntsman                    Director          August 5, 1994
- -------------------------------------
          (JON M. HUNTSMAN)
 
                                      II-5
SIGNATURE                         TITLE                DATE
 
       *Vernon E. Jordan, Jr.                 Director          August 5, 1994
- -------------------------------------
       (VERNON E. JORDAN, JR.)
 
           *Hamish Maxwell                    Director          August 5, 1994
- -------------------------------------
          (HAMISH MAXWELL)
 
        *Donald F. McCullough                 Director          August 5, 1994
- -------------------------------------
       (DONALD F. MCCULLOUGH)
 
         *N. J. Nicholas Jr.                  Director          August 5, 1994
- -------------------------------------
        (N. J. NICHOLAS JR.)
 
         *Russell E. Palmer                   Director          August 5, 1994
- -------------------------------------
         (RUSSELL E. PALMER)
 
     *Didier Pineau-Valencienne               Director          August 5, 1994
- -------------------------------------
     (DIDIER PINEAU-VALENCIENNE)
 
       *Eugene B. Shanks, Jr.                 Director          August 5, 1994
- -------------------------------------
       (EUGENE B. SHANKS, JR.)
 
        *Patricia C. Stewart                  Director          August 5, 1994
- -------------------------------------
        (PATRICIA C. STEWART)
 
          *George J. Vojta                    Director          August 5, 1994
- -------------------------------------
          (GEORGE J. VOJTA)
 
         /s/ Duncan P. Hennes
*By _________________________________
   (DUNCAN P. HENNES, ATTORNEY-IN -
                 FACT)
 
                                      II-6
EXHIBIT INDEX
EXHIBIT
 NUMBER              DESCRIPTION                           LOCATION
 -------             -----------                           --------
*4.1  Restated Certificate of              Filed as an Exhibit to the
          Incorporation of the Registrant      Registrant's Current Report on
          filed with the State of New York     Form 8-K dated September 24,
          on June 9, 1988.                     1993, file number 1-5920.
   *4.2  Certificate of Amendment of the      Filed as an Exhibit to the
          Restated Certificate of              Registrant's Current Report on
          Incorporation of the Registrant      Form 8-K dated September 24,
          filed with the State of New York     1993, file number 1-5920.
          on August 30, 1989.
   *4.3  Certificate of Amendment of the      Filed as an Exhibit to the
          Restated Certificate of              Registrant's Current Report on
          Incorporation of the Registrant      Form 8-K dated September 24,
          filed with the State of New York     1993, file number 1-5920.
          on June 14, 1990.
   *4.4  Certificate of Amendment of the      Filed as an Exhibit to the
          Restated Certificate of              Registrant's Current Report on
          Incorporation of the Registrant      Form 8-K dated September 24,
          filed with the State of New York     1993, file number 1-5920.
          on March 20, 1992.
   *4.5  Certificate of Amendment of the      Filed as an Exhibit to the
          Restated Certificate of              Registrant's Current Report on
          Incorporation of the Registrant      Form 8-K dated September 24,
          filed with the State of New York     1993, file number 1-5920.
          on October 27, 1992.
   *4.6  Certificate of Amendment of the      Filed as an Exhibit to the
          Restated Certificate of              Registrant's Current Report on
          Incorporation of the Registrant      Form 8-K dated September 24,
          filed with the State of New York     1993, file number 1-5920.
          on January 21, 1993.
   *4.7  Certificate of Amendment of the      Filed as an Exhibit to the
          Restated Certificate of              Registrant's Current Report on
          Incorporation of the Registrant      Form 8-K dated September 24,
          filed with the State of New York     1993, file number 1-5920.
          on June 1, 1993.
   *4.8  Certificate of Amendment of the      Filed as an Exhibit to the
          Restated Certificate of              Registrant's Current Report on
          Incorporation of the Registrant      Form 8-K dated August 6, 1993,
          filed with the State of New York     file number 1-5920.
          on August 18, 1993.
   *4.9  Certificate of Amendment of the      Filed as an Exhibit to the
          Restated Certificate of              Registrant's Current Report on
          Incorporation of the Registrant      Form 8-K dated March 21, 1994,
          filed with the State of New York     file number 1-5920.
          on March 25, 1994.
   4.10  1994 Stock Option and Stock Award
          Plan.
   5     Opinion re legality.
   24.1  Consent of Ernst & Young LLP.
   24.2  Consent of Gordon S. Calder, Jr.     Included in Exhibit 5.
   25    Powers of Attorney.
- --------
* Incorporated by Reference