<PAGE>
 
             As filed with the Securities and Exchange Commission
                               on June 19, 1995

                                                   Registration No. 33-_________

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                                  WABAN INC.
              (Exact name of issuer as specified in its charter)

            DELAWARE                                          33-0109661
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                           Identification Number)

        ONE MERCER ROAD, NATICK, MASSACHUSETTS                  01760 
      (Address of Principal Executive Offices)                (Zip Code)

                        1995 DIRECTOR STOCK OPTION PLAN
                           (Full title of the Plan)

                             MARK G. BORDEN, ESQ.
                                 HALE AND DORR
                                60 STATE STREET
                          BOSTON, MASSACHUSETTS 02109
                    (Name and address of agent for service)

                                (617) 526-6000
         (Telephone number, including area code, of agent for service)

================================================================================

<TABLE> 
<CAPTION> 
                        CALCULATION OF REGISTRATION FEE

                               Proposed       Proposed                       
Title of                       maximum        maximum                        
securities       Amount        offering       aggregate       Amount of      
to be            to be         price          offering        registration   
registered       registered    per share      price           fee            
- ----------       ----------    ---------      ---------       ------------
<S>              <C>           <C>            <C>             <C>   
Common Stock,    150,000       $15.50(1)      $2,325,000(1)      $801.72      
$.01 par         shares                                                        
value                                                                        
</TABLE> 
                                                                           
- --------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee, and
     based upon the average of the high and low prices of the Common Stock on
     the New York Stock Exchange on June 13, 1995 in accordance with Rules
     457(c) and 457(h) of the Securities Act of 1933.

================================================================================
<PAGE>
 
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The information required by Part I is included in documents sent or
given to participants in the Registrant's 1995 Director Stock Option Plan (the
"Plan") pursuant to Rule 428(b)(l) of the Securities Act of 1933, as amended
(the "Securities Act").

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Certain Documents by Reference
              ----------------------------------------------- 

          The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are on file with
the Commission, are incorporated in this Registration Statement by reference:

          (1)  The Registrant's latest annual report filed pursuant to Sections
     13(a) or 15(d) of the Exchange Act, or the latest prospectus filed pursuant
     to Rule 424(b) under the Securities Act that contains audited financial
     statements for the Registrant's latest fiscal year for which such
     statements have been filed.

          (2)  All other reports filed pursuant to Sections 13(a) or 15(d) of
     the Exchange Act since the end of the fiscal year covered by the document
     referred to in (1) above.

          (3)  The description of the common stock of the Registrant, $.01 par
     value per share, contained in a Registration Statement filed under the
     Exchange Act, including any 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 Exchange Act prior to the filing of
a post-effective amendment which indicates that all shares of common stock
offered hereby have been sold or which deregisters all shares of common stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be 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 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
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement. 
<PAGE>
 
     Item 4.  Description of Securities
              -------------------------
          
          Not applicable.

     Item 5.  Interests of Named Experts and Counsel
              --------------------------------------

          The legality of the Common Stock being offered hereby will be passed
upon for the Company by Hale and Dorr, Boston, Massachusetts.

     Item 6.  Indemnification
              ---------------

          Under Article Tenth of the Registrant's Restated Certificate of
Incorporation, as amended (the "Certificate"), each person who is a director or
officer of the Registrant shall be indemnified by the Registrant to the full
extent permitted by the law of the state of Delaware.

Indemnification and Insurance
- -----------------------------

     Under Delaware law, directors and officers of the Registrant, as well as
other employees and individuals, may be indemnified against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement in connection
with specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation (a "derivative action")) if they acted in good faith in a manner
they reasonably believed to be in or not opposed to the best interests of the
company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard of
care is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with defense or settlement of such actions and Delaware law requires
court approval before there can be any indemnification where the person seeking
indemnification has been found liable to the Registrant.

     The Certificate provides that each person who was or is made a party to, or
is involved in any action, suit, proceeding or claim by reason of the fact that
he or she is or was a director, officer or employee of the Registrant (or is or
was serving at the request of the Registrant as a director, officer, employee or
agent for any other entity) shall be indemnified and held harmless by the
Registrant, to the full extent authorized by Delaware law,
<PAGE>
 
as in effect from time to time, against all expenses (including attorney's
fees), judgments, fines, penalties and amounts to be paid in settlement incurred
by such person in connection with the investigation, preparation to defend or
defense of such action, suit, proceeding or claim.

     The rights to indemnification and the payment of expenses provided by the
Certificate do not apply to any action, suit, proceeding or claim initiated by
or on behalf of a person otherwise entitled to the benefit of such provisions.
Any person seeking indemnification under the Certificate shall be deemed to have
met the standard of conduct required for such indemnification unless the
contrary shall be established. The Certificate provides that the rights to
indemnification and the payment of expenses provided thereby shall not be
exclusive of any other right which any person may have or acquire under any
statute, provision of the Certificate or the Registrant's By-Laws, or otherwise.
Any repeal or modification of such indemnification provisions shall not
adversely affect any right or protection of a director or officer with respect
to any conduct of such director or officer occurring prior to such repeal or
modification.

     The Registrant has also entered or will enter into indemnification
agreements with each of its directors and officers indemnifying them against
expenses, settlements, judgments and fines incurred in connection with any
threatened, pending or completed action, suit, arbitration or proceeding, where
the individual's involvement is by reason of the fact that he or she is or was a
director or officer or served at the Registrant's request as a director or
officer of another organization (except that indemnification is not provided
against judgment and fines in a derivative suit unless permitted by Delaware
law). An individual may not be indemnified if he or she is found not to have
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Registrant, except to the extent
Delaware law permits broader contractual indemnification. These indemnification
agreements provide procedures, presumptions and remedies which substantially
strengthen the indemnity rights beyond those provided by the Certificate and by
Delaware law.

     The Registrant maintains insurance, at its expense, to protect itself and
any of its directors, officers, employees or agents covered thereby against any
expense, liability or loss, whether or not the Registrant would have the power
to indemnify such person against such expense, liability or loss under the
Delaware law. The Registrant intends to maintain such insurance so long as such
insurance is available at reasonable rates.
<PAGE>
 
Elimination of Liability in Certain Circumstances
- -------------------------------------------------

     Consistent with applicable provisions of Delaware law, the Certificate
limits a director's monetary liability to the Registrant or its stockholders for
breach of fiduciary duty, except for situations entailing bad faith, intentional
misconduct, unlawful dividend payments or stock repurchases, acquisition of
improper personal benefit or breach of duty of loyalty. Future amendments to
such provisions of Delaware law will automatically be applied to the Registrant
without any requirement of stockholder approval. Such exculpation provisions
would not limit directors' liability for violation of the federal securities
laws. Such provisions also do not apply to officers who are not directors of the
Registrant.

     Item 7.  Exemption from Registration Claimed
              -----------------------------------     

          Not applicable.

     Item 8.  Exhibits
              --------

          The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

     Item 9.  Undertakings
              ------------ 

          1.   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;

          (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;
and

          (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;
<PAGE>
 
          provided, however that paragraphs (i) and (ii) do not apply if the
          --------  ------- 
Registration Statement is on Form S-3 or Form S-8, and 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 Exchange Act that are incorporated by reference in the Registration
Statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act, 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.

     2.   The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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.

     3.   Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Town of Natick, Massachusetts, on the 13th day of June, 1995.


                                          WABAN INC.
                                      
                                      
                                      
                                          By:/s/ Herbert J. Zarkin      
                                             -----------------------------   
                                             Herbert J. Zarkin
                                             President and
                                             Chief Executive
                                             Officer



                               POWER OF ATTORNEY

     We, the undersigned officers and directors of Waban Inc., hereby severally
constitute Herbert J. Zarkin, Sarah M. Gallivan and Mark G. Borden, and each of
them singly, our true and lawful attorneys with full power to them, and each of
them singly, to sign for us and in our names in the capacities indicated below,
the Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and behalf in our capacities as officers and directors to enable
Waban Inc. to comply with all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by said attorneys, or any of them, to said Registration Statement and any and
all amendments thereto.
<PAGE>
 
     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

<TABLE> 
<CAPTION> 
       Signature                     Title
       ---------                     -----
<S>                            <C>                        <C>  
/s/ Sumner L. Feldberg         Chairman of the Board      June 13, 1995      
- --------------------------                                                   
Sumner L. Feldberg             of Directors                                   
                                                                             
                                                                             
/s/ Herbert J. Zarkin          Director, President and    June 13, 1995      
- --------------------------
Herbert J. Zarkin              Chief Executive Officer                       
                               (Principal Executive                          
                               Officer)                                      
                                                                             
/s/ Edward J. Weisberger       Senior Vice President      June 13, 1995      
- ---------------------------
Edward J. Weisberger           and Chief Financial                           
                               Officer and Treasurer                         
                               (Principal Financial                          
                               and Accounting Officer)                        
                                                                             
/s/ S. James Coppersmith       Director                   June 13, 1995      
- ---------------------------
S. James Coppersmith                                                          
                                                                             
                                                                             
/s/ Stanley H. Feldberg        Director                   June 13, 1995      
- --------------------------
Stanley H. Feldberg                                                          
                                                                             
                                                                             
/s/ Kerry L. Hamilton          Director                   June 13, 1995      
- --------------------------
Kerry L. Hamilton                                                            
                                                                             
                                                                             
/s/ Allyn L. Levy              Director                   June 13, 1995      
- --------------------------
Allyn L. Levy                                                                
                                                                             
                                                                             
/s/ Arthur F. Loewy            Director                   June 13, 1995      
- --------------------------
Arthur F. Loewy                                                              
                                                                             
                                                                             
/s/ Thomas J. Shields          Director                   June 13, 1995      
- -----------------------
Thomas J. Shields                                                            
                                                                             
                                                                             
/s/ Lorne R. Waxlax            Director                   June 13, 1995       
- -----------------------
Lorne R. Waxlax                                                          
</TABLE> 
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------   
Exhibit
Number           Description
- ------           -----------
     
4.1              Restated Certificate of                 
                 Incorporation of the                    
                 Registrant (1)                          
                                                         
4.2              By-laws, as amended, of the             
                 Registrant (2)                          
                                                         
4.3              Rights Agreement dated as of            
                 May 23, 1989 between the                
                 Registrant and Morgan                   
                 Shareholder Services Trust              
                 Company, as Rights Agent (1)            
                                                         
4.4              Indenture dated as of July 1,           
                 1992 between the Registrant             
                 and Continental Bank,                   
                 National Association, as                
                 Trustee, with respect to                
                 6 1/2% Convertible                      
                 Subordinated Debentures due             
                 July 1, 2002 (3)                        
                                                         
4.5              Form of Indemnification                 
                 Agreement between the                   
                 Registrant and its officers             
                 and directors (2)                   

5.1              Opinion of Hale and Dorr      
                                                                  
                                               
23.1             Consent of Hale and Dorr               
                 (included in Exhibit 5.1)              
                                                        
23.2             Consent of Coopers & Lybrand           
                 L.L.P.                                 
                                                        
                                                        
24.1             Power of Attorney (included            
                 on the signature page of this 
                 Registration Statement)        

     __________ 

     (1)  Incorporated herein  by reference to the Registrant's Form 10 
          (#1-10259)                                                    
                                                                        
     (2)  Incorporated herein  by reference to the Registrant's Form 10-
          K for the fiscal ye ar ended January 27, 1990         
                                                                        
     (3)  Incorporated herein  by reference to the Registrant's Form S-3 
          (#33-48423)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24256}]
{"company-data": {"conformed-name": "WABAN INC", "cik": "0000850316", "assigned-sic": "5331", "irs-number": "330109661", "state-of-incorporation": "DE", "fiscal-year-end": "0130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60337", "film-number": "95547791"}, "business-address": {"street1": "ONE MERCER ROAD", "city": "NATICK", "state": "MA", "zip": "01760", "phone": "5086516500"}}
As filed with the Securities and Exchange Commission
                               on June 19, 1995

                                                   Registration No. 33-_________

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                                  WABAN INC.
              (Exact name of issuer as specified in its charter)

            DELAWARE                                          33-0109661
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                           Identification Number)

        ONE MERCER ROAD, NATICK, MASSACHUSETTS                  01760 
      (Address of Principal Executive Offices)                (Zip Code)

                        1995 DIRECTOR STOCK OPTION PLAN
                           (Full title of the Plan)

                             MARK G. BORDEN, ESQ.
                                 HALE AND DORR
                                60 STATE STREET
                          BOSTON, MASSACHUSETTS 02109
                    (Name and address of agent for service)

                                (617) 526-6000
         (Telephone number, including area code, of agent for service)

================================================================================
CALCULATION OF REGISTRATION FEE

                               Proposed       Proposed                       
Title of                       maximum        maximum                        
securities       Amount        offering       aggregate       Amount of      
to be            to be         price          offering        registration   
registered       registered    per share      price           fee            
- ----------       ----------    ---------      ---------       ------------
Common Stock,    150,000       $15.50(1)      $2,325,000(1)      $801.72      
$.01 par         shares                                                        
value
- --------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee, and
     based upon the average of the high and low prices of the Common Stock on
     the New York Stock Exchange on June 13, 1995 in accordance with Rules
     457(c) and 457(h) of the Securities Act of 1933.

================================================================================
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The information required by Part I is included in documents sent or
given to participants in the Registrant's 1995 Director Stock Option Plan (the
"Plan") pursuant to Rule 428(b)(l) of the Securities Act of 1933, as amended
(the "Securities Act").

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Certain Documents by Reference
              ----------------------------------------------- 

          The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are on file with
the Commission, are incorporated in this Registration Statement by reference:

          (1)  The Registrant's latest annual report filed pursuant to Sections
     13(a) or 15(d) of the Exchange Act, or the latest prospectus filed pursuant
     to Rule 424(b) under the Securities Act that contains audited financial
     statements for the Registrant's latest fiscal year for which such
     statements have been filed.

          (2)  All other reports filed pursuant to Sections 13(a) or 15(d) of
     the Exchange Act since the end of the fiscal year covered by the document
     referred to in (1) above.

          (3)  The description of the common stock of the Registrant, $.01 par
     value per share, contained in a Registration Statement filed under the
     Exchange Act, including any 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 Exchange Act prior to the filing of
a post-effective amendment which indicates that all shares of common stock
offered hereby have been sold or which deregisters all shares of common stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be 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 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
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
              -------------------------
          
          Not applicable.

     Item 5.  Interests of Named Experts and Counsel
              --------------------------------------

          The legality of the Common Stock being offered hereby will be passed
upon for the Company by Hale and Dorr, Boston, Massachusetts.

     Item 6.  Indemnification
              ---------------

          Under Article Tenth of the Registrant's Restated Certificate of
Incorporation, as amended (the "Certificate"), each person who is a director or
officer of the Registrant shall be indemnified by the Registrant to the full
extent permitted by the law of the state of Delaware.

Indemnification and Insurance
- -----------------------------

     Under Delaware law, directors and officers of the Registrant, as well as
other employees and individuals, may be indemnified against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement in connection
with specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation (a "derivative action")) if they acted in good faith in a manner
they reasonably believed to be in or not opposed to the best interests of the
company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard of
care is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with defense or settlement of such actions and Delaware law requires
court approval before there can be any indemnification where the person seeking
indemnification has been found liable to the Registrant.

     The Certificate provides that each person who was or is made a party to, or
is involved in any action, suit, proceeding or claim by reason of the fact that
he or she is or was a director, officer or employee of the Registrant (or is or
was serving at the request of the Registrant as a director, officer, employee or
agent for any other entity) shall be indemnified and held harmless by the
Registrant, to the full extent authorized by Delaware law,
as in effect from time to time, against all expenses (including attorney's
fees), judgments, fines, penalties and amounts to be paid in settlement incurred
by such person in connection with the investigation, preparation to defend or
defense of such action, suit, proceeding or claim.

     The rights to indemnification and the payment of expenses provided by the
Certificate do not apply to any action, suit, proceeding or claim initiated by
or on behalf of a person otherwise entitled to the benefit of such provisions.
Any person seeking indemnification under the Certificate shall be deemed to have
met the standard of conduct required for such indemnification unless the
contrary shall be established. The Certificate provides that the rights to
indemnification and the payment of expenses provided thereby shall not be
exclusive of any other right which any person may have or acquire under any
statute, provision of the Certificate or the Registrant's By-Laws, or otherwise.
Any repeal or modification of such indemnification provisions shall not
adversely affect any right or protection of a director or officer with respect
to any conduct of such director or officer occurring prior to such repeal or
modification.

     The Registrant has also entered or will enter into indemnification
agreements with each of its directors and officers indemnifying them against
expenses, settlements, judgments and fines incurred in connection with any
threatened, pending or completed action, suit, arbitration or proceeding, where
the individual's involvement is by reason of the fact that he or she is or was a
director or officer or served at the Registrant's request as a director or
officer of another organization (except that indemnification is not provided
against judgment and fines in a derivative suit unless permitted by Delaware
law). An individual may not be indemnified if he or she is found not to have
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Registrant, except to the extent
Delaware law permits broader contractual indemnification. These indemnification
agreements provide procedures, presumptions and remedies which substantially
strengthen the indemnity rights beyond those provided by the Certificate and by
Delaware law.

     The Registrant maintains insurance, at its expense, to protect itself and
any of its directors, officers, employees or agents covered thereby against any
expense, liability or loss, whether or not the Registrant would have the power
to indemnify such person against such expense, liability or loss under the
Delaware law. The Registrant intends to maintain such insurance so long as such
insurance is available at reasonable rates.
Elimination of Liability in Certain Circumstances
- -------------------------------------------------

     Consistent with applicable provisions of Delaware law, the Certificate
limits a director's monetary liability to the Registrant or its stockholders for
breach of fiduciary duty, except for situations entailing bad faith, intentional
misconduct, unlawful dividend payments or stock repurchases, acquisition of
improper personal benefit or breach of duty of loyalty. Future amendments to
such provisions of Delaware law will automatically be applied to the Registrant
without any requirement of stockholder approval. Such exculpation provisions
would not limit directors' liability for violation of the federal securities
laws. Such provisions also do not apply to officers who are not directors of the
Registrant.

     Item 7.  Exemption from Registration Claimed
              -----------------------------------     

          Not applicable.

     Item 8.  Exhibits
              --------

          The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

     Item 9.  Undertakings
              ------------ 

          1.   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;

          (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;
and

          (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 (i) and (ii) do not apply if the
          --------  ------- 
Registration Statement is on Form S-3 or Form S-8, and 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 Exchange Act that are incorporated by reference in the Registration
Statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act, 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.

     2.   The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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.

     3.   Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Town of Natick, Massachusetts, on the 13th day of June, 1995.

                                          WABAN INC.
                                      
                                      
                                      
                                          By:/s/ Herbert J. Zarkin      
                                             -----------------------------   
                                             Herbert J. Zarkin
                                             President and
                                             Chief Executive
                                             Officer

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of Waban Inc., hereby severally
constitute Herbert J. Zarkin, Sarah M. Gallivan and Mark G. Borden, and each of
them singly, our true and lawful attorneys with full power to them, and each of
them singly, to sign for us and in our names in the capacities indicated below,
the Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and behalf in our capacities as officers and directors to enable
Waban Inc. to comply with all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by said attorneys, or any of them, to said Registration Statement and any and
all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature                     Title
       ---------                     -----
/s/ Sumner L. Feldberg         Chairman of the Board      June 13, 1995      
- --------------------------                                                   
Sumner L. Feldberg             of Directors                                   
                                                                             
                                                                             
/s/ Herbert J. Zarkin          Director, President and    June 13, 1995      
- --------------------------
Herbert J. Zarkin              Chief Executive Officer                       
                               (Principal Executive                          
                               Officer)                                      
                                                                             
/s/ Edward J. Weisberger       Senior Vice President      June 13, 1995      
- ---------------------------
Edward J. Weisberger           and Chief Financial                           
                               Officer and Treasurer                         
                               (Principal Financial                          
                               and Accounting Officer)                        
                                                                             
/s/ S. James Coppersmith       Director                   June 13, 1995      
- ---------------------------
S. James Coppersmith                                                          
                                                                             
                                                                             
/s/ Stanley H. Feldberg        Director                   June 13, 1995      
- --------------------------
Stanley H. Feldberg                                                          
                                                                             
                                                                             
/s/ Kerry L. Hamilton          Director                   June 13, 1995      
- --------------------------
Kerry L. Hamilton                                                            
                                                                             
                                                                             
/s/ Allyn L. Levy              Director                   June 13, 1995      
- --------------------------
Allyn L. Levy                                                                
                                                                             
                                                                             
/s/ Arthur F. Loewy            Director                   June 13, 1995      
- --------------------------
Arthur F. Loewy                                                              
                                                                             
                                                                             
/s/ Thomas J. Shields          Director                   June 13, 1995      
- -----------------------
Thomas J. Shields                                                            
                                                                             
                                                                             
/s/ Lorne R. Waxlax            Director                   June 13, 1995       
- -----------------------
Lorne R. Waxlax
EXHIBIT INDEX
                                 -------------   
Exhibit
Number           Description
- ------           -----------
     
4.1              Restated Certificate of                 
                 Incorporation of the                    
                 Registrant (1)                          
                                                         
4.2              By-laws, as amended, of the             
                 Registrant (2)                          
                                                         
4.3              Rights Agreement dated as of            
                 May 23, 1989 between the                
                 Registrant and Morgan                   
                 Shareholder Services Trust              
                 Company, as Rights Agent (1)            
                                                         
4.4              Indenture dated as of July 1,           
                 1992 between the Registrant             
                 and Continental Bank,                   
                 National Association, as                
                 Trustee, with respect to                
                 6 1/2% Convertible                      
                 Subordinated Debentures due             
                 July 1, 2002 (3)                        
                                                         
4.5              Form of Indemnification                 
                 Agreement between the                   
                 Registrant and its officers             
                 and directors (2)                   

5.1              Opinion of Hale and Dorr      
                                                                  
                                               
23.1             Consent of Hale and Dorr               
                 (included in Exhibit 5.1)              
                                                        
23.2             Consent of Coopers & Lybrand           
                 L.L.P.                                 
                                                        
                                                        
24.1             Power of Attorney (included            
                 on the signature page of this 
                 Registration Statement)        

     __________ 

     (1)  Incorporated herein  by reference to the Registrant's Form 10 
          (#1-10259)                                                    
                                                                        
     (2)  Incorporated herein  by reference to the Registrant's Form 10-
          K for the fiscal ye ar ended January 27, 1990         
                                                                        
     (3)  Incorporated herein  by reference to the Registrant's Form S-3 
          (#33-48423)