<PAGE> 1

    As filed with the Securities and Exchange Commission on August 28, 1997
                                                 Registration No. 333-__________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                               WAYNE BANCORP, INC.
   (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CERTIFICATE OF INCORPORATION)

      DELAWARE                             6035                  22-3424621
(state or other jurisdiction of      (Primary Standard          (IRS Employer
incorporation or organization)   Classification Code Number) Identification No.)

                              1195 HAMBURG TURNPIKE
                             WAYNE, NEW JERSEY 07474
                                 (793) 305-5500
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                             WAYNE SAVINGS BANK FSB
                      401(K) PROFIT SHARING RETIREMENT PLAN
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

JOHANNA O'CONNELL                         COPIES TO:
PRESIDENT                                 LORI M. BERESFORD, ESQUIRE
WAYNE BANCORP, INC.                       GEOFFREY W. RYAN, ESQUIRE
1195 HAMBURG TURNPIKE                     MULDOON, MURPHY & FAUCETTE
WAYNE, NEW JERSEY 07474                   5101 WISCONSIN AVENUE, N.W.
(201) 305-5500                            WASHINGTON, D.C. 20016
                                          (202) 362-0840

      If any of the securities  being  registered on this Form are to be offered
on a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act
of 1933, check the following box. / X /

<TABLE>
<CAPTION>

=============================================================================================
                                        Proposed Maximum   Proposed Maximum      Amount of
 Title of Securities      Amount to      Offering Price    Aggregate Offering   Registration
  to be Registered      be Registered     Per Share (1)       Price (2)            Fee
--------------------------------------------------------------------------------------------- 
   <S>                     <C>             <C>                  <C>               <C>
    Common Stock           40,000
   $.01 par Value          Shares          $24.25               $970,000          $294
---------------------------------------------------------------------------------------------
    Participation                           
      Interests              (3)            -----                -------           (4)
=============================================================================================
</TABLE>

(1) The closing  price of the Common Stock of Wayne  Bancorp,  Inc. (the "Common
    Stock") on the Nasdaq  National Market on August 21, 1997 in accordance with
    Rule 457(c) under the  Securities  Act of 1933, as amended (the  "Securities
    Act").
(2) Estimated solely for the purpose of calculating the registration fee. 
(3) In  addition,  pursuant  to Rule  416(c)  under  the  Securities  Act,  this
    registration  statement also covers an indeterminate  amount of interests to
    be offered or sold pursuant to the employee benefit plan described herein.
(4) The securities of Wayne  Bancorp,  Inc. to be purchased by the Wayne Savings
    Bank, FSB 401(k) Profit Sharing  Retirement  Plan are included in the amount
    shown for Common  Stock.  Accordingly,  no separate  fee is required for the
    participation interests. In accordance with Rule 457(h) under the Securities
    Act, the  registration fee has been calculated on the basis of the number of
    shares of Common Stock that may be purchased with the current assets of such
    Plan.

THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED,  AND 17
C.F.R. SS. 230.462.

Number of Pages 11           Exhibit Index begins on Page 6

<PAGE> 2



                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The  documents  containing  the  information  for the Wayne Savings
Bank, FSB 401(k) Profit Sharing Retirement Plan ("401(k) Plan") required by Part
I of the Registration Statement will be sent or given to the participants in the
401(k) Plan as specified by Rule  428(b)(1).  Such  documents are not filed with
the  Securities  and Exchange  Commission  (the "SEC")  either as a part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 in reliance on Rule 428.


                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following  documents filed or to be filed with the SEC are incorporated
by reference in this Registration Statement:

     (a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
December  31, 1996,  which  includes the  consolidated  statements  of financial
condition of the Company and subsidiary as of December 31, 1996, and the related
consolidated  statements  of  operations,  equity and cash flows for each of the
years in the three year  period  ended  December  31,  1996,  together  with the
related notes (File No. 0-20691) filed with the SEC on March 28, 1997.

     (b) The 401(k)  Plan's annual report on Form 11-K for the fiscal year ended
December 31, 1996, filed with the SEC on July 14, 1997.

     (c) The Forms 10-Q for the fiscal  quarters  ended  March 31, 1997 and June
30,  1997 filed by the Company  with the SEC (File No.  0-20691) on May 13, 1997
and August 14, 1997, respectively.

     (d) The description of the Company's Common Stock contained in Registrant's
Form 8-A (File No. 0-20691),  as filed with the SEC pursuant to Section 12(g) of
the  Securities  Exchange  Act of 1934  (the  "Exchange  Act")  and Rule  12b-15
promulgated thereunder on May 9, 1996 and declared effective on May 13, 1996, as
incorporated by reference from the Company's  Registration Statement on Form S-1
(SEC File No. 333-2488) declared effective on May 13, 1996.

     (e) All  documents  filed by the  Registrant  and the Plan (if  applicable)
pursuant  to Section  13(a) and (c), 14 or 15(d) of the  Exchange  Act after the
date  hereof  and  prior  to the  filing  of a  post-effective  amendment  which
indicates that all securities  offered have been sold or which  deregisters  all
securities then remaining unsold.

     ANY STATEMENT  CONTAINED IN THIS REGISTRATION  STATEMENT,  OR 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  INCORPORATED  OR 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.



                                       2

<PAGE> 3



ITEM 4. DESCRIPTION OF SECURITIES

     The common  stock to be offered  pursuant  to the Plan has been  registered
pursuant to Section 12 of the Exchange Act.  Accordingly,  a description  of the
common stock is not required herein.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

 None.

     The  consolidated  statements  of  financial  condition  of the Company and
subsidiaries  as of  December  31, 1996 and 1995,  and the related  consolidated
statements  of  operations,  equity  and cash flows for each of the years in the
three-year  period ended December 31, 1996,  together with the related notes and
the report of KPMG Peat Marwick LLP,  independent  certified public accountants,
incorporated by reference in this Registration Statement, have been incorporated
herein in reliance upon the authority of said firm as experts in accounting  and
auditing.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Directors and officers of the Registrant are  indemnified and held harmless
against  liability to the fullest extent  permissible  by the General  Corporate
Laws of Delaware as it currently  exists or as it may be amended  provided  such
amendment  provides broader  indemnification  provisions than currently  exists.
This  indemnification  applies to the Board of  Directors  who  administers  the
401(k) Plan.

     In  accordance  with the General  Corporation  Law of the State of Delaware
(being  Chapter 1 of Title 8 of the  Delaware  Code),  Articles 10 and 11 of the
Registrant's Restated Certificate of Incorporation provide as follows:

TENTH:

A.   Each  person who was or is made a party or is threatened to be made a party
to or is otherwise  involved in any action,  suit or proceeding,  whether civil,
criminal,  administrative  or  investigative  (hereinafter a  "proceeding"),  by
reason  of the fact that he or she is or was a  Director  or an  Officer  of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  shall be indemnified and held harmless by the Corporation to
the fullest extent  authorized by the Delaware  General  Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide prior to such


                                       3

<PAGE> 4


amendment),  against all expense, liability and loss (including attorneys' fees,
judgments,   fines,  ERISA  excise  taxes  or  penalties  and  amounts  paid  in
settlement)  reasonably  incurred or suffered by such  indemnitee  in connection
therewith;  provided, however, that, except as provided in Section C hereof with
respect to  proceedings to enforce rights to  indemnification,  the  Corporation
shall  indemnify any such  indemnitee in connection  with a proceeding  (or part
thereof)  initiated by such indemnitee only if such proceeding (or part thereof)
was authorized by the Board of Directors of the Corporation.

B.   The right to indemnification conferred in Section A of this  Article  TENTH
shall include the right to be paid by the Corporation  the expenses  incurred in
defending any such proceeding in advance of its final  disposition  (hereinafter
an "advancement of expenses");  provided, however, that, if the Delaware General
Corporation Law requires,  an advancement of expenses  incurred by an indemnitee
in his or her capacity as a Director or Officer  (and not in any other  capacity
in which  service  was or is  rendered by such  indemnitee,  including,  without
limitation,  services  to an  employee  benefit  plan)  shall be made  only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such  indemnitee,  to repay all  amounts so advanced if it shall
ultimately  be  determined  by final  judicial  decision  from which there is no
further  right  to  appeal  (hereinafter  a  "final   adjudication")  that  such
indemnitee  is not  entitled  to be  indemnified  for such  expenses  under this
Section or otherwise.  The rights to  indemnification  and to the advancement of
expenses  conferred in Sections A and B of this Article  TENTH shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
Director,  Officer,  employee  or agent and shall  inure to the  benefit  of the
indemnitee's heirs, executors and administrators.

C.   If a  claim under  Section A or B of this Article TENTH is not paid in full
by the Corporation  within sixty days after a written claim has been received by
the  Corporation,  except in the case of a claim for an advancement of expenses,
in which case the applicable  period shall be twenty days, the indemnitee may at
any time  thereafter  bring suit against the  Corporation  to recover the unpaid
amount of the claim. If successful in whole or in part in any such suit, or in a
suit brought by the  Corporation to recover an advancement of expenses  pursuant
to the terms of an undertaking, the indemnitee shall be entitled to be paid also
the expenses of  prosecuting  or defending such suit. In (i) any suit brought by
the  indemnitee to enforce a right to  indemnification  hereunder  (but not in a
suit brought by the indemnitee to enforce a right to an advancement of expenses)
it shall be a defense that,  and (ii) in any suit by the  Corporation to recover
an  advancement  of  expenses  pursuant  to  the  terms  of an  undertaking  the
Corporation shall be entitled to recover such expenses upon a final adjudication
that, the indemnitee has not met any applicable standard for indemnification set
forth in the  Delaware  General  Corporation  Law.  Neither  the  failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  to have made a  determination  prior to the  commencement of such
suit that  indemnification  of the  indemnitee  is  proper in the  circumstances
because the indemnitee  has met the applicable  standard of conduct set forth in
the  Delaware  General  Corporation  Law,  nor an  actual  determination  by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of


                                       4

<PAGE> 5



expenses hereunder,  or by the Corporation to recover an advancement of expenses
pursuant  to the  terms  of an  undertaking,  the  burden  of  proving  that the
indemnitee  is  not  entitled  to be  indemnified,  or to  such  advancement  of
expenses, under this Article TENTH or otherwise shall be on the Corporation.

D.   The rights to indemnification  and to the advancement of expenses conferred
in this Article TENTH shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute,  the Corporation's  Certificate
of  Incorporation,  Bylaws,  agreement,  vote of stockholders  or  Disinterested
Directors or otherwise.

E.   The Corporation may  maintain  insurance, at its expense, to protect itself
and any Director, Officer, employee or agent of the Corporation or subsidiary or
Affiliate or another  corporation,  partnership,  joint venture,  trust or other
enterprise  against  any  expense,   liability  or  loss,  whether  or  not  the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

F.   The Corporation may, to  the  extent  authorized  from time to  time by the
Board of Directors,  grant rights to  indemnification  and to the advancement of
expenses to any employee or agent of the  Corporation  to the fullest  extent of
the  provisions  of this Article TENTH with respect to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

ELEVENTH:
--------

A Director of this Corporation shall not be personally liable to the Corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
Director,  except for liability:  (i) for any breach of the  Director's  duty of
loyalty to the Corporation or its stockholder; (ii) for acts or omissions not in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law; (iii) under Section 174 of the Delaware  General  Corporation  Law; or (iv)
for any  transaction  from  which the  Director  derived  an  improper  personal
benefit.  If the  Delaware  General  Corporation  Law is  amended  to  authorize
corporate  action  further  eliminating  or limiting the  personal  liability of
Directors,  then  the  liability  of a  Director  of the  Corporation  shall  be
eliminated or limited to the fullest  extent  permitted by the Delaware  General
Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation  shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.

The Registrant is also permitted to maintain directors' and officers' liability
insurance covering its directors and officers and has obtained a directors' and
officers' liability and corporation reimbursement policy which (subject to
certain limits and deductibles)(i) insures officers and directors of the
Registrant against loss arising from certain claims made against them by reason
of their being such directors or officers, and (ii) insures the Registrant
against loss which it may be required or permitted to pay as indemnification
due its directors or officers for certain claims.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Securities Act") may be permitted to directors, officers or persons
controlling the Registrant, the Registrant has been informed that in the 
opinion of the Commission that such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.


                                       5

<PAGE> 6



ITEM 8.  EXHIBITS

        The following  exhibits are filed with or incorporated by reference into
        the Registration  Statement on Form S-8 (numbering corresponds generally
        to Exhibit Table in Item 601 of Registration S-E):

(a) List of Exhibits (filed herewith unless otherwise noted)

4.0     Stock Certificate of Wayne Bancorp, Inc.1
8.0     Tax  Opinion  not  required.  The  Registrant  has  submitted or  hereby
        undertakes to submit the 401(k)  Plan and any  amendment  thereto to the
        Internal  Revenue Service  ("IRS")  in a  timely  manner and has made or
        will make all  changes required by the IRS in order to qualify the Plan.
23.1    Consent of KPMG Peat Marwick LLP
24.1    Powers of Attorney (contained on the signature page)

-------------------------
1 Incorporated  herein by reference to the Exhibit of the same number  contained
  in the Registration  Statement on Form S-1 (SEC No. 333-2488) as amended,
  filed with the SEC on March  18,  1996 and  declared  effective  by the SEC on
  May 13, 1996.


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)  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

            unless the  information  required  by (i) and (ii) is  contained  in
            periodic  reports filed by the Registrant  pursuant to Section 13 or
            15(d) of the Exchange Act that are  incorporated  by reference  into
            this Registration Statement;


                                       6

<PAGE> 7



        (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 th  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  or the Plan's annual report  pursuant to Section 13(a) or 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
directors, 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.


                                       7




<PAGE> 8




                                   SIGNATURES


      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
Wayne Bancorp,  Inc. 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 Wayne, State of New Jersey, on August 26, 1997.

                                                  WAYNE BANCORP, INC.


                                                  By:/s/ Johanna O'Connell
                                                     ---------------------------
                                                     Johanna O'Connell
                                                     President

     Each  person  whose  individual   signature  appears  below  hereby  makes,
constitutes  and appoints  Harold P. Cook, III or Johanna  O'Connell to sign for
such person and in such person's name and capacity  indicated below, any and all
amendments to this Registration Statement,  including any and all post-effective
amendments.

     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.


     Name                         Title                               Date
     ----                         -----                               ----

/s/ Harold P. Cook, III           Chief Executive Officer and    August 26, 1997
-----------------------
Harold P. Cook, III               Chairman of the Board of
                                  Directors (principal executive
                                  officer)


/s/ Johanna O'Connell             President and Director         August 26, 1997
---------------------
Johanna O'Connell


/s/ Timothy P. Tierney            Vice President and             August 26, 1997
----------------------
Timothy P. Tierney                Comptroller (principal
                                  financial and accounting officer)


/s/ William J. Lloyd              Director                       August 26, 1997
--------------------
William J. Lloyd



<PAGE> 9




/s/ David M. Collins              Director                       August 26, 1997
--------------------
David M. Collins


/s/ Thomas D. Collins             Director                       August 26, 1997
---------------------
Thomas D. Collins


/s/ Nicholas S. Gentile, Jr.      Director                       August 26, 1997
----------------------------
Nicholas S. Gentile, Jr.


/s/ Ronald Higgins                Director                       August 26, 1997
-------------------
Ronald Higgins


/s/ Richard Len                   Director                       August 26, 1997
------------------
Richard Len


/s/ Charles Lota                  Director                       August 26, 1997
-----------------
Charles Lota


/s/ Dennis Pollack                Director                       August 26, 1997
-------------------
Dennis Pollack


THE PLAN

       Pursuant to the  requirements of the Securities Act of 1933, the trustees
(or other  persons  who  administer  the  401(k)  Plan)  have duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Wayne, State of New Jersey, on August 26, 1997.

                                    WAYNE SAVINGS BANK, FSB 401(k) PROFIT
                                    SHARING RETIREMENT PLAN

                                    By:/s/ Michael G. DeBenedette
                                       --------------------------
                                           Michael G. DeBenedette
                                           Administrator
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 27293}]
{"company-data": {"conformed-name": "WAYNE BANCORP INC /DE/", "cik": "0001011032", "assigned-sic": "6035", "irs-number": "223424621", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34503", "film-number": "97671586"}, "business-address": {"street1": "1195 HAMBURG TURNPIKE", "city": "WAYNE", "state": "NJ", "zip": "07474", "phone": "2013055500"}, "mail-address": {"street1": "1195 HAMBURG TNPK", "city": "WAYNE", "state": "NJ", "zip": "07474"}}
1

    As filed with the Securities and Exchange Commission on August 28, 1997
                                                 Registration No. 333-__________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                               WAYNE BANCORP, INC.
   (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CERTIFICATE OF INCORPORATION)

      DELAWARE                             6035                  22-3424621
(state or other jurisdiction of      (Primary Standard          (IRS Employer
incorporation or organization)   Classification Code Number) Identification No.)

                              1195 HAMBURG TURNPIKE
                             WAYNE, NEW JERSEY 07474
                                 (793) 305-5500
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                             WAYNE SAVINGS BANK FSB
                      401(K) PROFIT SHARING RETIREMENT PLAN
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

JOHANNA O'CONNELL                         COPIES TO:
PRESIDENT                                 LORI M. BERESFORD, ESQUIRE
WAYNE BANCORP, INC.                       GEOFFREY W. RYAN, ESQUIRE
1195 HAMBURG TURNPIKE                     MULDOON, MURPHY & FAUCETTE
WAYNE, NEW JERSEY 07474                   5101 WISCONSIN AVENUE, N.W.
(201) 305-5500                            WASHINGTON, D.C. 20016
                                          (202) 362-0840

      If any of the securities  being  registered on this Form are to be offered
on a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act
of 1933, check the following box. / X /
=============================================================================================
                                        Proposed Maximum   Proposed Maximum      Amount of
 Title of Securities      Amount to      Offering Price    Aggregate Offering   Registration
  to be Registered      be Registered     Per Share (1)       Price (2)            Fee
---------------------------------------------------------------------------------------------
Common Stock           40,000
   $.01 par Value          Shares          $24.25               $970,000          $294
---------------------------------------------------------------------------------------------
    Participation                           
      Interests              (3)            -----                -------           (4)
=============================================================================================
(1) The closing  price of the Common Stock of Wayne  Bancorp,  Inc. (the "Common
    Stock") on the Nasdaq  National Market on August 21, 1997 in accordance with
    Rule 457(c) under the  Securities  Act of 1933, as amended (the  "Securities
    Act").
(2) Estimated solely for the purpose of calculating the registration fee. 
(3) In  addition,  pursuant  to Rule  416(c)  under  the  Securities  Act,  this
    registration  statement also covers an indeterminate  amount of interests to
    be offered or sold pursuant to the employee benefit plan described herein.
(4) The securities of Wayne  Bancorp,  Inc. to be purchased by the Wayne Savings
    Bank, FSB 401(k) Profit Sharing  Retirement  Plan are included in the amount
    shown for Common  Stock.  Accordingly,  no separate  fee is required for the
    participation interests. In accordance with Rule 457(h) under the Securities
    Act, the  registration fee has been calculated on the basis of the number of
    shares of Common Stock that may be purchased with the current assets of such
    Plan.

THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED,  AND 17
C.F.R. SS. 230.462.

Number of Pages 11           Exhibit Index begins on Page 6
2

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The  documents  containing  the  information  for the Wayne Savings
Bank, FSB 401(k) Profit Sharing Retirement Plan ("401(k) Plan") required by Part
I of the Registration Statement will be sent or given to the participants in the
401(k) Plan as specified by Rule  428(b)(1).  Such  documents are not filed with
the  Securities  and Exchange  Commission  (the "SEC")  either as a part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 in reliance on Rule 428.

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following  documents filed or to be filed with the SEC are incorporated
by reference in this Registration Statement:

     (a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
December  31, 1996,  which  includes the  consolidated  statements  of financial
condition of the Company and subsidiary as of December 31, 1996, and the related
consolidated  statements  of  operations,  equity and cash flows for each of the
years in the three year  period  ended  December  31,  1996,  together  with the
related notes (File No. 0-20691) filed with the SEC on March 28, 1997.

     (b) The 401(k)  Plan's annual report on Form 11-K for the fiscal year ended
December 31, 1996, filed with the SEC on July 14, 1997.

     (c) The Forms 10-Q for the fiscal  quarters  ended  March 31, 1997 and June
30,  1997 filed by the Company  with the SEC (File No.  0-20691) on May 13, 1997
and August 14, 1997, respectively.

     (d) The description of the Company's Common Stock contained in Registrant's
Form 8-A (File No. 0-20691),  as filed with the SEC pursuant to Section 12(g) of
the  Securities  Exchange  Act of 1934  (the  "Exchange  Act")  and Rule  12b-15
promulgated thereunder on May 9, 1996 and declared effective on May 13, 1996, as
incorporated by reference from the Company's  Registration Statement on Form S-1
(SEC File No. 333-2488) declared effective on May 13, 1996.

     (e) All  documents  filed by the  Registrant  and the Plan (if  applicable)
pursuant  to Section  13(a) and (c), 14 or 15(d) of the  Exchange  Act after the
date  hereof  and  prior  to the  filing  of a  post-effective  amendment  which
indicates that all securities  offered have been sold or which  deregisters  all
securities then remaining unsold.

     ANY STATEMENT  CONTAINED IN THIS REGISTRATION  STATEMENT,  OR 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  INCORPORATED  OR 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.

                                       2
3

ITEM 4. DESCRIPTION OF SECURITIES

     The common  stock to be offered  pursuant  to the Plan has been  registered
pursuant to Section 12 of the Exchange Act.  Accordingly,  a description  of the
common stock is not required herein.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

 None.

     The  consolidated  statements  of  financial  condition  of the Company and
subsidiaries  as of  December  31, 1996 and 1995,  and the related  consolidated
statements  of  operations,  equity  and cash flows for each of the years in the
three-year  period ended December 31, 1996,  together with the related notes and
the report of KPMG Peat Marwick LLP,  independent  certified public accountants,
incorporated by reference in this Registration Statement, have been incorporated
herein in reliance upon the authority of said firm as experts in accounting  and
auditing.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Directors and officers of the Registrant are  indemnified and held harmless
against  liability to the fullest extent  permissible  by the General  Corporate
Laws of Delaware as it currently  exists or as it may be amended  provided  such
amendment  provides broader  indemnification  provisions than currently  exists.
This  indemnification  applies to the Board of  Directors  who  administers  the
401(k) Plan.

     In  accordance  with the General  Corporation  Law of the State of Delaware
(being  Chapter 1 of Title 8 of the  Delaware  Code),  Articles 10 and 11 of the
Registrant's Restated Certificate of Incorporation provide as follows:

TENTH:

A.   Each  person who was or is made a party or is threatened to be made a party
to or is otherwise  involved in any action,  suit or proceeding,  whether civil,
criminal,  administrative  or  investigative  (hereinafter a  "proceeding"),  by
reason  of the fact that he or she is or was a  Director  or an  Officer  of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  shall be indemnified and held harmless by the Corporation to
the fullest extent  authorized by the Delaware  General  Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide prior to such

                                       3
4

amendment),  against all expense, liability and loss (including attorneys' fees,
judgments,   fines,  ERISA  excise  taxes  or  penalties  and  amounts  paid  in
settlement)  reasonably  incurred or suffered by such  indemnitee  in connection
therewith;  provided, however, that, except as provided in Section C hereof with
respect to  proceedings to enforce rights to  indemnification,  the  Corporation
shall  indemnify any such  indemnitee in connection  with a proceeding  (or part
thereof)  initiated by such indemnitee only if such proceeding (or part thereof)
was authorized by the Board of Directors of the Corporation.

B.   The right to indemnification conferred in Section A of this  Article  TENTH
shall include the right to be paid by the Corporation  the expenses  incurred in
defending any such proceeding in advance of its final  disposition  (hereinafter
an "advancement of expenses");  provided, however, that, if the Delaware General
Corporation Law requires,  an advancement of expenses  incurred by an indemnitee
in his or her capacity as a Director or Officer  (and not in any other  capacity
in which  service  was or is  rendered by such  indemnitee,  including,  without
limitation,  services  to an  employee  benefit  plan)  shall be made  only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such  indemnitee,  to repay all  amounts so advanced if it shall
ultimately  be  determined  by final  judicial  decision  from which there is no
further  right  to  appeal  (hereinafter  a  "final   adjudication")  that  such
indemnitee  is not  entitled  to be  indemnified  for such  expenses  under this
Section or otherwise.  The rights to  indemnification  and to the advancement of
expenses  conferred in Sections A and B of this Article  TENTH shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
Director,  Officer,  employee  or agent and shall  inure to the  benefit  of the
indemnitee's heirs, executors and administrators.

C.   If a  claim under  Section A or B of this Article TENTH is not paid in full
by the Corporation  within sixty days after a written claim has been received by
the  Corporation,  except in the case of a claim for an advancement of expenses,
in which case the applicable  period shall be twenty days, the indemnitee may at
any time  thereafter  bring suit against the  Corporation  to recover the unpaid
amount of the claim. If successful in whole or in part in any such suit, or in a
suit brought by the  Corporation to recover an advancement of expenses  pursuant
to the terms of an undertaking, the indemnitee shall be entitled to be paid also
the expenses of  prosecuting  or defending such suit. In (i) any suit brought by
the  indemnitee to enforce a right to  indemnification  hereunder  (but not in a
suit brought by the indemnitee to enforce a right to an advancement of expenses)
it shall be a defense that,  and (ii) in any suit by the  Corporation to recover
an  advancement  of  expenses  pursuant  to  the  terms  of an  undertaking  the
Corporation shall be entitled to recover such expenses upon a final adjudication
that, the indemnitee has not met any applicable standard for indemnification set
forth in the  Delaware  General  Corporation  Law.  Neither  the  failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  to have made a  determination  prior to the  commencement of such
suit that  indemnification  of the  indemnitee  is  proper in the  circumstances
because the indemnitee  has met the applicable  standard of conduct set forth in
the  Delaware  General  Corporation  Law,  nor an  actual  determination  by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of

                                       4
5

expenses hereunder,  or by the Corporation to recover an advancement of expenses
pursuant  to the  terms  of an  undertaking,  the  burden  of  proving  that the
indemnitee  is  not  entitled  to be  indemnified,  or to  such  advancement  of
expenses, under this Article TENTH or otherwise shall be on the Corporation.

D.   The rights to indemnification  and to the advancement of expenses conferred
in this Article TENTH shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute,  the Corporation's  Certificate
of  Incorporation,  Bylaws,  agreement,  vote of stockholders  or  Disinterested
Directors or otherwise.

E.   The Corporation may  maintain  insurance, at its expense, to protect itself
and any Director, Officer, employee or agent of the Corporation or subsidiary or
Affiliate or another  corporation,  partnership,  joint venture,  trust or other
enterprise  against  any  expense,   liability  or  loss,  whether  or  not  the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

F.   The Corporation may, to  the  extent  authorized  from time to  time by the
Board of Directors,  grant rights to  indemnification  and to the advancement of
expenses to any employee or agent of the  Corporation  to the fullest  extent of
the  provisions  of this Article TENTH with respect to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

ELEVENTH:
--------

A Director of this Corporation shall not be personally liable to the Corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
Director,  except for liability:  (i) for any breach of the  Director's  duty of
loyalty to the Corporation or its stockholder; (ii) for acts or omissions not in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law; (iii) under Section 174 of the Delaware  General  Corporation  Law; or (iv)
for any  transaction  from  which the  Director  derived  an  improper  personal
benefit.  If the  Delaware  General  Corporation  Law is  amended  to  authorize
corporate  action  further  eliminating  or limiting the  personal  liability of
Directors,  then  the  liability  of a  Director  of the  Corporation  shall  be
eliminated or limited to the fullest  extent  permitted by the Delaware  General
Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation  shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.

The Registrant is also permitted to maintain directors' and officers' liability
insurance covering its directors and officers and has obtained a directors' and
officers' liability and corporation reimbursement policy which (subject to
certain limits and deductibles)(i) insures officers and directors of the
Registrant against loss arising from certain claims made against them by reason
of their being such directors or officers, and (ii) insures the Registrant
against loss which it may be required or permitted to pay as indemnification
due its directors or officers for certain claims.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Securities Act") may be permitted to directors, officers or persons
controlling the Registrant, the Registrant has been informed that in the 
opinion of the Commission that such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

                                       5
6

ITEM 8.  EXHIBITS

        The following  exhibits are filed with or incorporated by reference into
        the Registration  Statement on Form S-8 (numbering corresponds generally
        to Exhibit Table in Item 601 of Registration S-E):

(a) List of Exhibits (filed herewith unless otherwise noted)

4.0     Stock Certificate of Wayne Bancorp, Inc.1
8.0     Tax  Opinion  not  required.  The  Registrant  has  submitted or  hereby
        undertakes to submit the 401(k)  Plan and any  amendment  thereto to the
        Internal  Revenue Service  ("IRS")  in a  timely  manner and has made or
        will make all  changes required by the IRS in order to qualify the Plan.
23.1    Consent of KPMG Peat Marwick LLP
24.1    Powers of Attorney (contained on the signature page)

-------------------------
1 Incorporated  herein by reference to the Exhibit of the same number  contained
  in the Registration  Statement on Form S-1 (SEC No. 333-2488) as amended,
  filed with the SEC on March  18,  1996 and  declared  effective  by the SEC on
  May 13, 1996.

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)  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

            unless the  information  required  by (i) and (ii) is  contained  in
            periodic  reports filed by the Registrant  pursuant to Section 13 or
            15(d) of the Exchange Act that are  incorporated  by reference  into
            this Registration Statement;

                                       6
7

        (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 th  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  or the Plan's annual report  pursuant to Section 13(a) or 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
directors, 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.

                                       7
8

                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
Wayne Bancorp,  Inc. 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 Wayne, State of New Jersey, on August 26, 1997.

                                                  WAYNE BANCORP, INC.

                                                  By:/s/ Johanna O'Connell
                                                     ---------------------------
                                                     Johanna O'Connell
                                                     President

     Each  person  whose  individual   signature  appears  below  hereby  makes,
constitutes  and appoints  Harold P. Cook, III or Johanna  O'Connell to sign for
such person and in such person's name and capacity  indicated below, any and all
amendments to this Registration Statement,  including any and all post-effective
amendments.

     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.

     Name                         Title                               Date
     ----                         -----                               ----

/s/ Harold P. Cook, III           Chief Executive Officer and    August 26, 1997
-----------------------
Harold P. Cook, III               Chairman of the Board of
                                  Directors (principal executive
                                  officer)

/s/ Johanna O'Connell             President and Director         August 26, 1997
---------------------
Johanna O'Connell

/s/ Timothy P. Tierney            Vice President and             August 26, 1997
----------------------
Timothy P. Tierney                Comptroller (principal
                                  financial and accounting officer)

/s/ William J. Lloyd              Director                       August 26, 1997
--------------------
William J. Lloyd
9

/s/ David M. Collins              Director                       August 26, 1997
--------------------
David M. Collins

/s/ Thomas D. Collins             Director                       August 26, 1997
---------------------
Thomas D. Collins

/s/ Nicholas S. Gentile, Jr.      Director                       August 26, 1997
----------------------------
Nicholas S. Gentile, Jr.

/s/ Ronald Higgins                Director                       August 26, 1997
-------------------
Ronald Higgins

/s/ Richard Len                   Director                       August 26, 1997
------------------
Richard Len

/s/ Charles Lota                  Director                       August 26, 1997
-----------------
Charles Lota

/s/ Dennis Pollack                Director                       August 26, 1997
-------------------
Dennis Pollack

THE PLAN

       Pursuant to the  requirements of the Securities Act of 1933, the trustees
(or other  persons  who  administer  the  401(k)  Plan)  have duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Wayne, State of New Jersey, on August 26, 1997.

                                    WAYNE SAVINGS BANK, FSB 401(k) PROFIT
                                    SHARING RETIREMENT PLAN

                                    By:/s/ Michael G. DeBenedette
                                       --------------------------
                                           Michael G. DeBenedette
                                           Administrator