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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

(Mark One)

  X       ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES 
 ---      EXCHANGE ACT OF 1934

                  For the fiscal year ended: December 31, 1997

          TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES 
          EXCHANGE ACT OF 1934

              For the transition period from ________ to _________

                       Commission file number: 33-31093-A
                                              --------------

                               WAYNE BANCORP, INC.
           -----------------------------------------------------------
           (Name of small business issuer as specified in its charter)

                     GEORGIA                                    58-1858246
         --------------------------------                    -------------------
          (State or other jurisdiction of                    (I.R.S. Employer
          incorporation or organization)                     Identification No.)

               818 South First Street
                   Jesup, Georgia                                   31545
         --------------------------------                    -------------------
         (Address of principal executive offices)                 (ZIP Code)

              Issuer's telephone number, including area code: (912) 427-2265

               Securities registered under Section 12(b) of the Exchange Act:

                                                           Name of each exchange
         Title of each class                                 on which registered
         -------------------                                 -------------------
               None                                                None

         Securities registered under Section 12(g) of the Exchange Act:
                                  Common Stock
                                  ------------
                                (Title of Class)

Check whether the small business issuer: (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the small business issuer was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X     NO
                                      ---      ---

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the small business issuer's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

State the small business issuer's revenues for its most recent fiscal year:
$4,251,000.

The aggregate market value of the Common Stock held by non-affiliates of the
small business issuer on March 12, 1998, was $3,521,355. This calculation is
based upon an estimation of fair market value of the Common Stock by the small
business issuer's Board of Directors of $15 per share. There is not an active
trading market for the Common Stock and it is not possible to identify precisely
the market value of the Common Stock.

On March 12, 1998, 458,888 shares of the small business issuer's Common Stock
were issued and outstanding.

Transitional Small Business Disclosure Format:      YES           NO  X
                                                        ---          ---

                       DOCUMENTS INCORPORATED BY REFERENCE
The small business issuer's Annual Report to Shareholders for the year ended
December 31, 1997, is incorporated by reference in this Form 10-KSB in Part II
Item 5, Item 6 and Item 7. The small business issuer's Proxy Statement for the
Annual Meeting of Shareholders to be held on April 14, 1998, is incorporated by
reference in this Form 10-KSB in Part III Item 9, Item 10, Item 11 and Item 12.


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         This Report contains statements which constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These statements appear in a
number of places in this Report and include all statements regarding the intent,
belief or current expectations of the Company, its directors or its officers
with respect to, among other things: (i) the Company's financing plans; (ii)
trends affecting the Company's financial condition or results of operations;
(iii) the Company's growth strategy and operating strategy; and (iv) the
declaration and payment of dividends. Investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ materially from
those projected in the forward-looking statements as a result of various factors
discussed herein and those factors discussed in detail in the Company's filings
with the Securities and Exchange Commission.

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

OVERVIEW

         Wayne Bancorp, Inc. (the "Company") was organized under the Georgia
Business Corporation Code on September 5, 1989, to become a one-bank holding
company by acquiring all the capital stock of Wayne National Bank (the "Bank")
upon its formation. On October 26, 1990, the Company completed the initial
public offering (the "Offering") of its Common Stock, par value $1.00 per share
(the "Common Stock"), in which it sold 370,230 shares of Common Stock at a price
of $10.00 per share. Out of the proceeds of this sale, the Company paid $3.3
million to the Bank in exchange for all of its outstanding capital stock and
retained approximately $475,000 to cover expenses of the Company and to provide
additional capital to the Bank if required. The Bank commenced business on
September 26, 1990, and the only activity of the Company since then has been the
ownership and operation of the Bank.

         The Bank was organized as a banking association under the laws of the
United States. The Bank is engaged in a general commercial and retail banking
business from its main office in Jesup, Georgia.

         The Company's holding company structure can assist the Bank in
maintaining its required capital ratios because the Company may, subject to
compliance with debt guidelines implemented by the Board of Governors of the
Federal Reserve System (the "Board of Governors" or the "Federal Reserve"),
borrow money and contribute the proceeds to the Bank as primary capital. The
holding company structure also permits greater flexibility in issuing stock for
cash, property or services and in reorganization transactions. Moreover, subject
to certain regulatory limitations, a holding company can purchase shares of its
own stock, which the Bank may not do. A holding company may also engage in
certain non-banking activities which the Board of Governors has deemed to be
closely related to banking and proper incidents to the business of a bank
holding company. These activities include making or servicing loans and certain
types of leases; performing certain data processing services; acting in certain
circumstances as a fiduciary or investment or financial adviser; performing
trust company or fiduciary activities; acting as a management consultant for
other depository institutions; providing courier, appraisal and consumer
financial counseling services; providing tax planning and preparation services;
providing check guaranty and collection agency services; operating a credit
bureau; engaging in limited real estate investment activities; underwriting,
brokering and selling credit life and disability insurance; engaging in certain
other limited insurance activities; providing discount brokerage services;
underwriting and dealing in certain government obligations and money market
instruments and providing portfolio investment advice; acting as a futures
commission merchant with respect to certain financial instrument transactions;
providing foreign exchange advisory and transactional services; making
investments in certain corporations or projects designed primarily to promote
community welfare; and owning and operating certain healthy savings and loan
associations. In this regard, the Company has recently applied for and received
approval to make loans, which loans will be participations with the Bank. Other
than making loans, the Company has no present intention of engaging in any of
the activities listed above. If circumstances should lead the Company's
management to believe that there is a need for any of the other services listed
above in the Bank's marketing area and that such activities could be 



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profitably conducted, the management of the Company would have the flexibility
of commencing these activities upon filing notice thereof with the Board of
Governors.

BANKING SERVICES

         The Bank conducts a general commercial and retail banking business,
emphasizing in its marketing the Bank's local management and ownership. The
products offered include commercial and retail checking accounts, NOW accounts,
money market accounts and certificates of deposit. The Bank offers commercial
loans, agricultural loans, real estate loans and installment loans. It also acts
as an issuing agent for U.S. savings bonds, traveler's checks, money orders and
cashier's checks, and it offers collection teller services, including wire
transfer services. The Bank also offers a night depository facility, safe
deposit boxes and ATM service. All of the services which the Bank offers are
generally offered by other full service banks located in its market area.

FACILITIES

         The Bank's main office is located at 818 South First Street, Jesup,
Georgia, on approximately 2.29 acres located at the intersection of South First
Street (U.S. Highway 84) and South Fourth Street, Jesup, Georgia. This site is
approximately three-quarters of a mile west of the intersection of U.S. Highways
84, 341 and 301, which is the center of downtown Jesup, Georgia, and is
immediately across the street from Wayne Memorial Hospital. The Bank acquired
this site for $186,825 and spent approximately $910,000 for construction of the
building, landscaping and the purchase of security devices, including the main
vault, furniture and fixtures. The Bank moved into these facilities when they
were completed in July 1992. The Bank had previously occupied temporary
facilities at 967 South First Street in Jesup, Georgia.

THE BANK'S PRIMARY MARKET

         Wayne County is the Bank's primary service area ("PSA"), which
encompasses the cities of Jesup, Screven and Odum. From its county seat location
in Jesup, the Bank is centrally located in Wayne County and convenient to other
smaller communities like Odum, Screven, Broadhurst and Gardi. Wayne County is
located in the southeastern section of Georgia; approximately 240 miles
southeast of Atlanta and 100 miles north of Jacksonville, Florida.

         Over the last decade, Wayne County has experienced an economic
transformation as the area has shifted from agriculture into a non-agrarian
related employment structure. Wayne County has a diversified economy. Service
and manufacturing represent the first and second largest segments of the
economy, respectively. The largest employer in the area is Rayonier, Inc., a
pulp and paper plant. The next largest manufacturers in order of employment are
apparel, food and lumber. Agriculture is also significant.

         The community is experiencing growth in commercial sectors offering
services to residents and visitors. Management expects the recent growth
experienced in Wayne County to continue, providing a favorable environment for
operating the Bank. However, there is no assurance that population growth and
ongoing economic development will continue, or that the Bank will be able to
exploit the growth and development profitably even if they continue.

         The Bank competes in the Wayne County market with three commercial
banks and two credit unions. Barnett Bank of Southeast Georgia, N.A., which was
recently acquired by NationsBank, Heritage Bank, headquartered in Hinesville,
Georgia, and Sun Trust Bank, Southeast Georgia, N.A., are branch banks of larger
holding companies and constitute the major commercial bank competition in the
Bank's PSA. In addition, Patterson Bank, headquartered in Patterson, Georgia,
has received approval to open a branch bank in Jesup; however, no date has been
announced for the opening of the branch. As of June 1997, the Bank, which is the
only locally owned commercial bank in the county, held 22% of all bank deposits
in Wayne County.

         The credit unions have gained a considerable share of the market in
part because of their close relationship with several significant employers. The
two major credit unions, Altamaha Federal and Interstate 



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Unlimited, have a presence in Jesup due to the existence of the paper plant and
county government. These institutions cater primarily to specific industry
groups. They do not extend commercial loans and are not a factor in the Bank's
commercial business. However, these institutions do compete for the retail
deposit and consumer loan business in the PSA.

         Offices affiliated with out-of-state financial institutions have
entered Georgia in recent years to offer limited financial services, including
lending and deposit gathering activities. Also, the State of Georgia has adopted
a reciprocal regional interstate banking law which took effect in June 1985,
permitting bank holding companies headquartered in certain states outside of
Georgia to acquire Georgia banks, provided Georgia banks may likewise make bank
acquisitions in the reciprocal state. See "Supervision and Regulation--The
Company."

         Competition for deposit and loan opportunities in the Bank's PSA is
intense because of existing competitors, the accelerating pace of deregulation
and the geographic likelihood of expansion into the PSA by other institutions.

         As of March 12, 1998, the Bank had twenty-four employees, seventeen of
which were full-time. The Company's operations are conducted through the Bank.
Consequently, the Company does not have any separate employees. None of the
employees of the Bank are represented by any collective bargaining unit. The
Bank considers its relations with its employees to be good.

                           SUPERVISION AND REGULATION

         The Company and the Bank are subject to state and federal banking laws
and regulations which impose specific requirements or restrictions on, and
provide for general regulatory oversight with respect to, virtually all aspects
of operations. These laws and regulations are generally intended to protect
depositors, not shareholders. To the extent that the following summary describes
statutory or regulatory provisions, it is qualified in its entirety by reference
to the particular statutory and regulatory provisions. Any change in applicable
laws or regulations may have a material effect on the business and prospects of
the Company. Beginning with the enactment of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989 ("FIRREA") and following with the Federal
Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"), numerous
additional regulatory requirements have been placed on the banking industry in
the past five years, and additional changes have been proposed. The banking
industry is also likely to change significantly as a result of the passage of
the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the
"Interstate Banking Act"). The operations of the Company and the Bank may be
affected by legislative changes and the policies of various regulatory
authorities. The Company is unable to predict the nature or the extent of the
effect on its business and earnings that fiscal or monetary policies, economic
control or new federal or state legislation may have in the future.

THE COMPANY

         Because it owns the outstanding common stock of the Bank, the Company
is a bank holding company within the meaning of the federal Bank Holding Company
Act of 1956 (the "BHCA"). Under the BHCA, the Company is subject to periodic
examination by the Federal Reserve and is required to file periodic reports of
its operations and such additional information as the Federal Reserve may
require. The Company's and the Bank's activities are limited to banking,
managing or controlling banks, furnishing services to or performing services for
its subsidiaries or engaging in any other activity that the Federal Reserve
determines to be so closely related to banking or managing or controlling banks
as to be a proper incident thereto.

         Investments, Control and Activities. With certain limited exceptions,
the BHCA requires every bank holding company to obtain the prior approval of the
Federal Reserve before (i) acquiring substantially all the assets of any bank,
(ii) acquiring direct or indirect ownership or control of any voting shares of
any bank if after such acquisition it would own or control more than 5% of the
voting shares of such bank (unless it already owns or controls the majority of
such shares), or (iii) merging or consolidating with another bank holding
company.



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         In addition, and subject to certain exceptions, the BHCA and the Change
in Bank Control Act, together with regulations thereunder, require Federal
Reserve approval (or, depending on the circumstances, no notice of disapproval)
prior to any person or company acquiring "control" of a bank holding company,
such as the Company. Control is conclusively presumed to exist if an individual
or company acquires 25% or more of any class of voting securities of the bank
holding company. Because the Company's Common Stock is registered under the
Securities Exchange Act of 1934, under Federal Reserve regulations control will
be rebuttably presumed to exist if a person acquires at least 10% of the
outstanding shares of any class of voting securities of the Company. The
regulations provide a procedure for challenge of the rebuttable control
presumption.

         Under the BHCA, the Company is generally prohibited from engaging in,
or acquiring direct or indirect control of more than 5% of the voting shares of
any company engaged in, nonbanking activities, unless the Federal Reserve, by
order or regulation, has found those activities to be so closely related to
banking or managing or controlling banks as to be a proper incident thereto.
Some of the activities that the Federal Reserve has determined by regulation to
be proper incidents to the business of banking include making or servicing loans
and certain types of leases, engaging in certain insurance and discount
brokerage activities, performing certain data processing services, acting in
certain circumstances as a fiduciary or investment or financial advisor, owning
savings associations and making investments in certain corporations or projects
designed primarily to promote community welfare.

         Source of Strength; Cross-Guarantee. In accordance with Federal Reserve
policy, the Company is expected to act as a source of financial strength to the
Bank and to commit resources to support the Bank in circumstances in which the
Company might not otherwise do so. Under the BHCA, the Federal Reserve may
require a bank holding company to terminate any activity or relinquish control
of a nonbank subsidiary (other than a nonbank subsidiary of a bank) upon the
Federal Reserve's determination that such activity or control constitutes a
serious risk to the financial soundness or stability of any subsidiary
depository institution of the bank holding company. Further, federal bank
regulatory authorities have additional discretion to require a bank holding
company to divest itself of any bank or nonbank subsidiary if the agency
determines that divestiture may aid the depository institution's financial
condition. The Bank may be required to indemnify, or cross-guarantee, the FDIC
against losses it incurs with respect to any other Bank controlled by the
Company, which in effect makes the Company's equity investments in healthy bank
subsidiaries available to the FDIC to assist any failing or failed bank
subsidiary of the Company.

THE BANK

         General. The Bank operates as a national banking association
incorporated under the laws of the United States and is subject to examination
by the Office of the Comptroller of the Currency (the "OCC"). Deposits in the
Bank are insured by the Federal Deposit Insurance Corporation (the "FDIC") up to
a maximum amount (generally $100,000 per depositor, subject to aggregation
rules). The OCC and the FDIC regulate or monitor all areas of the Bank's
operations, including security devices and procedures, adequacy of
capitalization and loss reserves, loans, investments, borrowings, deposits,
mergers, issuances of securities, payment of dividends, interest rates payable
on deposits, interest rates or fees chargeable on loans, establishment of
branches, corporate reorganizations, maintenance of books and records and
adequacy of staff training to carry on safe lending and deposit gathering
practices. The OCC requires the Bank to maintain certain capital ratios and
imposes limitations on the Bank's aggregate investment in real estate, bank
premises and furniture and fixtures. The Bank is currently required by the OCC
to prepare quarterly reports on the Bank's financial condition and to conduct an
annual audit of its financial affairs in compliance with minimum standards and
procedures prescribed by the OCC.

         Under FDICIA, all insured institutions must undergo periodic on-site
examination by their appropriate banking agency. The cost of examinations of
insured depository institutions and any affiliates may be assessed by the
appropriate agency against each institution or affiliate as it deems necessary
or appropriate. Insured institutions are required to submit annual reports to
the FDIC and the appropriate agency (and state supervisor when applicable).
FDICIA also directs the FDIC to develop with other appropriate agencies a method
for insured depository institutions to provide supplemental disclosure of the
estimated fair market value of assets and 



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liabilities, to the extent feasible and practicable, in any balance sheet,
financial statement, report of condition or other report of any insured
depository institution. FDICIA also requires the federal banking regulatory
agencies to prescribe, by regulation, standards for all insured depository
institutions and depository institution holding companies relating, among other
things, to: (i) internal controls, information systems and audit systems; (ii)
loan documentation; (iii) credit underwriting; (iv) interest rate risk exposure;
and (v) asset quality.

         Transactions With Affiliates and Insiders. The Bank is subject to
Section 23A of the Federal Reserve Act, which places limits on the amount of
loans or extensions of credit to, or investments in, or certain other
transactions with, affiliates and on the amount of advances to third parties
collateralized by the securities or obligations of affiliates. In addition, most
of these loans and certain other transactions must be secured in prescribed
amounts. The Bank is also subject to Section 23B of the Federal Reserve Act
which, among other things, prohibits an institution from engaging in certain
transactions with certain affiliates unless the transactions are on terms
substantially the same, or at least as favorable to such institution or its
subsidiaries, as those prevailing at the time for comparable transactions with
non-affiliated companies. The Bank is subject to certain restrictions on
extensions of credit to executive officers, directors, certain principal
shareholders and their related interests. Such extensions of credit (i) must be
made on substantially the same terms, including interest rates and collateral,
as those prevailing at the time for comparable transactions with third parties
and (ii) must not involve more than the normal risk of repayment or present
other unfavorable features.

         Community Reinvestment Act. The Community Reinvestment Act requires
that each insured depository institution shall be evaluated by its primary
federal regulator with respect to its record in meeting the credit needs of its
local community, including low and moderate income neighborhoods, consistent
with the safe and sound operation of those institutions. These factors are also
considered in evaluating mergers, acquisitions and applications to open a branch
or facility. The Bank received a satisfactory rating in its most recent
evaluation.

         Other Regulations. Interest and certain other charges collected or
contracted for by the Bank are subject to state usury laws and certain federal
laws concerning interest rates. The Bank's loan operations are also subject to
certain federal laws applicable to credit transactions, such as the federal
Truth-In-Lending Act governing disclosures of credit terms to consumer
borrowers, the Home Mortgage Disclosure Act of 1975 requiring financial
institutions to provide information to enable the public and public officials to
determine whether a financial institution is fulfilling its obligation to help
meet the housing needs of the community it serves, the Equal Credit Opportunity
Act prohibiting discrimination on the basis of race, creed or other prohibited
factors in extending credit, the Fair Credit Reporting Act of 1978 governing the
use and provision of information to credit reporting agencies, the Fair Debt
Collection Act governing the manner in which consumer debts may be collected by
collection agencies, and the rules and regulations of the various federal
agencies charged with the responsibility of implementing such federal laws. The
deposit operations of the Bank also are subject to the Right to Financial
Privacy Act, which imposes a duty to maintain confidentiality of consumer
financial records and prescribes procedures for complying with administrative
subpoenas of financial records, and the Electronic Funds Transfer Act and
Regulation E issued by the Federal Reserve Board to implement that act, which
governs automatic deposits to and withdrawals from deposit accounts and
customers' rights and liabilities arising from the use of automated teller
machines and other electronic banking services.

DEPOSIT INSURANCE

         The FDIC establishes rates for the payment of premiums by federally
insured banks and thrifts for deposit insurance. A separate Bank Insurance Fund
("BIF") and Savings Association Insurance Fund ("SAIF") are maintained for
commercial banks and thrifts, respectively, with insurance premiums from the
industry used to offset losses from insurance payouts when banks and thrifts
fail. Since 1993, insured depository institutions like the Bank have paid for
deposit insurance under a risk-based premium system. Under this system, until
mid-1995 depository institutions paid to BIF or SAIF from $0.23 to $0.31 per
$100 of insured deposits depending on its capital levels and risk profile, as
determined by its primary federal regulator on a semi-annual basis. Once the BIF
reached its legally mandated reserve ratio in mid-1995, the FDIC lowered
premiums for well-capitalized banks, eventually to $.00 per $100, with a minimum
semiannual assessment of $1,000. However, in 1996 



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Congress enacted the Deposit Insurance Funds Act of 1996, which eliminated this
minimum assessment. It also separated the Financial Corporation (FICO)
assessment to service the interest on its bond obligations. The amount assessed
on individual institutions, including the Bank, by FICO is in addition to the
amount paid for deposit insurance according to the risk-related assessment rate
schedule. Increases in deposit insurance premiums or changes in risk
classification will increase the Bank's cost of funds, and there can be no
assurance that such cost can be passed on to the Bank's customers.

DIVIDENDS

         The principal source of the Company's cash revenues comes from
dividends and interest income on its investments. In addition, the Company may
receive cash revenues from dividends paid by the Bank. The amount of dividends
that may be paid by the Bank to the Company depends on the Bank's earnings and
capital position and is limited by federal and state law, regulations and
policies. In addition, the Board of Governors has stated that bank holding
companies should refrain from or limit dividend increases or reduce or eliminate
dividends under circumstances in which the bank holding company fails to meet
minimum capital requirements or in which its earnings are impaired.

         As a national bank, the Bank may not pay dividends from its
paid-in-capital. All dividends must be paid out of undivided profits then on
hand, after deducting expenses, including reserves for losses and bad debts. In
addition, a national bank is prohibited from declaring a dividend on its shares
of common stock until its surplus equals its stated capital, unless there has
been transferred to surplus no less than one-tenth of the bank's net profits of
the preceding two consecutive half-year periods (in the case of an annual
dividend). The approval of the OCC is required if the total of all dividends
declared by a national bank in any calendar year exceeds the total of its net
profits for that year combined with its retained net profits for the preceding
two years, less any required transfers to surplus. Under FDICIA, the Bank may
not pay a dividend if, after paying the dividend, the Bank would be
undercapitalized. See "Capital Regulations" below.

         On December 16, 1997, the Board of Directors declared a $.25 per share
dividend totaling $114,722 payable to shareholders of record as of January 10,
1998. The dividend is scheduled to be paid near the end of the first quarter of
1998. This represents the first dividend in the Company's history. The
declaration and payment of future dividends is uncertain. In addition to the
availability of funds from the Bank, the future dividend policy of the Company
is subject to the discretion of the Board of Directors and will depend upon a
number of factors, including future earnings, financial condition, cash needs
and general business conditions. If dividends should be declared in the future,
the amount of such dividends presently cannot be estimated and it cannot be
known whether such dividends would continue for future periods.

CAPITAL REGULATIONS

         The federal bank regulatory authorities have adopted risk-based capital
guidelines for banks and bank holding companies that are designed to make
regulatory capital requirements more sensitive to differences in risk profile
among banks and bank holding companies, account for off-balance sheet exposure
and minimize disincentives for holding liquid assets. The resulting capital
ratios represent qualifying capital as a percentage of total risk-weighted
assets and off-balance sheet items. The guidelines are minimums, and the federal
regulators have noted that banks and bank holding companies contemplating
significant expansion programs should not allow expansion to diminish their
capital ratios and should maintain ratios well in excess of the minimums. The
current guidelines require all bank holding companies and federally-regulated
banks to maintain a minimum risk-based total capital ratio equal to 8%, of which
at least 4% must be Tier 1 capital. Tier 1 capital includes common shareholders'
equity, qualifying perpetual preferred stock and minority interests in equity
accounts of consolidated subsidiaries, but excludes goodwill and most other
intangibles and excludes the allowance for loan and lease losses. Tier 2 capital
includes the excess of any preferred stock not included in Tier 1 capital,
mandatory convertible securities, hybrid capital instruments, subordinated debt
and intermediate term-preferred stock and general reserves for loan and lease
losses up to 1.25% of risk-weighted assets.



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         Under the guidelines, banks' and bank holding companies' assets are
given risk-weights of 0%, 20%, 50% and 100%. In addition, certain off-balance
sheet items are given credit conversion factors to convert them to asset
equivalent amounts to which an appropriate risk-weight will apply. These
computations result in the total risk-weighted assets. Most loans are assigned
to the 100% risk category, except for first mortgage loans fully secured by
residential property and, under certain circumstances, residential construction
loans, both of which carry a 50% rating. Most investment securities are assigned
to the 20% category, except for municipal or state revenue bonds, which have a
50% rating, and direct obligations of or obligations guaranteed by the United
States Treasury or United States Government agencies, which have a 0% rating.

         The federal bank regulatory authorities have also implemented a
leverage ratio, which is Tier 1 capital as a percentage of average total assets
less intangibles, to be used as a supplement to the risk-based guidelines. The
principal objective of the leverage ratio is to place a constraint on the
maximum degree to which a bank holding company may leverage its equity capital
base. The minimum required leverage ratio for top-rated institutions is 3%, but
most institutions are required to maintain an additional cushion of at least 100
to 200 basis points.

         FDICIA established a new capital-based regulatory scheme designed to
promote early intervention for troubled banks and requires the FDIC to choose
the least expensive resolution of bank failures. The new capital-based
regulatory framework contains five categories of compliance with regulatory
capital requirements, including "well capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized," and "critically
undercapitalized." To qualify as a "well capitalized" institution, a bank must
have a leverage ratio of no less than 5%, a Tier 1 risk-based ratio of no less
than 6%, and a total risk-based capital ratio of no less than 10%, and the bank
must not be under any order or directive from the appropriate regulatory agency
to meet and maintain a specific capital level. As of December 31, 1997, the
Company and the Bank were qualified as "well capitalized." See "Management's
Discussion and Analysis or Plan of Operation -- Capital."

         Under the FDICIA regulations, the applicable agency can treat an
institution as if it were in the next lower category if the agency determines
(after notice and an opportunity for hearing) that the institution is in an
unsafe or unsound condition or is engaging in an unsafe or unsound practice. The
degree of regulatory scrutiny of a financial institution will increase, and the
permissible activities of the institution will decrease, as it moves downward
through the capital categories. Institutions that fall into one of the three
undercapitalized categories may be required to (i) submit a capital restoration
plan; (ii) raise additional capital; (iii) restrict their growth, deposit
interest rates and other activities; (iv) improve their management; (v)
eliminate management fees; or (vi) divest themselves of all or part of their
operations. Bank holding companies controlling financial institutions can be
called upon to boost the institutions' capital and to partially guarantee the
institutions' performance under their capital restoration plans.

         These capital guidelines can affect the Company in several ways. If the
Bank begins to grow at a rapid pace, a premature "squeeze" on capital could
occur making a capital infusion necessary. The requirements could impact the
Company's ability to pay dividends. The Company's present capital levels are
more than adequate; however, rapid growth, poor loan portfolio performance or
poor earnings performance or a combination of these factors could change the
Bank's capital position in a relatively short period of time.

         Effective January 1, 1997, the OCC amended the risk-based capital
standards to incorporate a measure for market risk to cover all positions
located in an institution's trading account, and foreign exchange and commodity
positions wherever located. The effect of the rule is that it requires any bank
or bank holding company with significant exposure to market risk to measure the
risk and hold capital commensurate with that risk. Since the Bank does not
currently engage, nor has any plans to engage, in trading, foreign exchange or
commodity position activities, the rule does not have an effect on the Bank's
required capital levels.

         Both the Company and the Bank exceeded their respective  regulatory  
capital requirements at December 31, 1997. See "Management's Discussion and
Analysis or Plan of Operation -- Capital."



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INTERSTATE BANKING AND BRANCHING RESTRICTIONS

         On September 29, 1994, the federal government enacted the Riegle-Neal
Interstate Banking and Branching Efficiency Act of 1994 (the "Interstate Banking
Act"). This Act became effective on September 29, 1995, and permits eligible
bank holding companies in any state, with regulatory approval, to acquire
banking organizations in any other state. Effective June 1, 1997, the Interstate
Banking Act allowed banks with different home states to merge, unless a
particular state opts out of the statute. Consistent with the Interstate Banking
Act, Georgia adopted legislation in 1996 which permitted interstate bank mergers
beginning June 1, 1997.

         In addition, beginning June 1, 1997, the Interstate Banking Act
permitted national and state banks to establish de novo branches in another
state if there is a law in that state which applies equally to all banks and
expressly permits all out-of-state banks to establish de novo branches. However,
in 1996, Georgia adopted legislation which opts out of this provision. The
Georgia legislation provides that, with the prior approval of the Department of
Banking and Finance, after July 1, 1996, a bank may establish three new or
additional de novo branch banks anywhere in Georgia and, beginning July 1, 1998,
a bank may establish new or additional branch banks anywhere in the state with
prior regulatory approval.

RECENT LEGISLATIVE DEVELOPMENTS

         From time to time, various bills are introduced in the United States
Congress and at the state legislative level with respect to the regulation of
financial institutions. Certain of these proposals, if adopted, could
significantly change the regulation of banks and the financial services
industry. The Company cannot predict whether any of these proposals will be
adopted or, if adopted, how these proposals would affect the Company.

ITEM 2.  DESCRIPTION OF PROPERTY

         The Bank's main office is located at 818 South First Street, Jesup,
Georgia, on approximately 2.29 acres located at the intersection of South First
Street (U.S. Highway 84) and South Fourth Street, Jesup, Georgia. This site is
approximately three-quarters of a mile west of the intersection of U.S. Highways
84, 341 and 301, which is the center of downtown Jesup, Georgia, and is
immediately across the street from Wayne Memorial Hospital. The Bank acquired
this site for $186,825 and spent approximately $910,000 for construction of the
building, landscaping and the purchase of security devices, including the main
vault, furniture and fixtures. The Bank moved into these facilities when they
were completed in July 1992. The Bank had previously occupied temporary
facilities at 967 South First Street in Jesup, Georgia.

         The Bank owns both the land and the building for its main office. The
Bank's office has 7,000 square feet, 6,000 of which it is currently using. The
balance of the building is currently being used for storage and is available to
accommodate future expansion of the Bank. The Bank's offices contain
drive-through facilities, a night depository facility, safe deposit boxes and an
automated teller machine. The Company believes that its physical facilities are
adequate for its current operations.

ITEM 3.  LEGAL PROCEEDINGS

         Neither the Company nor the Bank is a party to, nor is any of their
property the subject of, any material pending legal proceedings.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         There were no matters submitted to a vote of shareholders of the
Company during the fourth quarter of the year ended December 31, 1997.



                                       8
<PAGE>   10


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         In response to this Item, the information included on pages 17 through
18 of the Company's Annual Report to Shareholders for the year ended December
31, 1997, is incorporated herein by reference.

         On December 31, 1997, a director of the Company exercised warrants for
the Company's Common Stock, resulting in the issuance of 20,500 shares of the
Common Stock. The warrants had an exercise price of $10 per share and thus the
Company received $205,000. The Common Stock issued pursuant to the exercise of
the warrants represents unregistered securities, which issuance was considered
to be exempt from registration under the Securities Act of 1933 pursuant to
Section 4(2) as a transaction by an issuer not involving any public offering.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         In response to this Item, the information included on pages 3 through
17 of the Company's Annual Report to Shareholders for the year ended December
31, 1997, is incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS

         In response to this Item, the information included on pages 19 through
41 of the Company's Annual Report to Shareholders for the year ended December
31, 1997, is incorporated herein by reference.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
         FINANCIAL DISCLOSURE

         Not applicable.


                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS; COMPLIANCE WITH SECTION 16(A) OF THE 
         EXCHANGE ACT

         In response to this Item, the information included on pages 2 through 5
and page 7 of the Company's Proxy Statement for the Annual Meeting of
Shareholders to be held on April 14, 1998, is incorporated herein by reference.

ITEM 10.  EXECUTIVE COMPENSATION

         In response to this Item, the information included on pages 6 through 7
of the Company's Proxy Statement for the Annual Meeting of Shareholders to be
held on April 14, 1998, is incorporated herein by reference.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         In response to this Item, the information included on pages 7 through 8
of the Company's Proxy Statement for the Annual Meeting of Shareholders to be
held on April 14, 1998, is incorporated herein by reference.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In response to this Item, the information included on pages 8 through 9
of the Company's Proxy Statement for the Annual Meeting of Shareholders to be
held on April 14, 1998, is incorporated herein by reference.



                                       9
<PAGE>   11


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits.

         3(a)     Articles of Incorporation and Articles of Amendment of Company
                  (incorporated by reference to Exhibit 3(a) of Registration
                  Statement on Form S-18, File No. 33-31093-A).

         3(b)     Bylaws of Company (incorporated by reference to Exhibit 3(b) 
                  of Registration  Statement on Form S-18, File No. 33-31093-A).

         10(a)    Form of Stock Warrant Agreement (incorporated by reference to 
                  Exhibit 10(c) of Registration Statement on Form S-18, File No.
                  33-31093-A).

         10(b)    1990 Employee Incentive Stock Option Plan (incorporated by
                  reference to Exhibit 10(d) of the Annual Report on Form 10-K
                  filed by the Company for the fiscal year ended December 31,
                  1990).

         10(c)    Form of Employment Agreement for Executive Officers
                  (incorporated by reference to Exhibit 10(f) of the Annual
                  Report on Form 10-KSB filed by the Company for the fiscal year
                  ended December 31, 1992).

         13       Annual Report to Shareholders for the year ended December 31, 
                  1997.

         21       Subsidiaries of the Company.

         23       Consent of McNair, McLemore, Middlebrooks & Co., LLP

         27(a)    Financial Data Schedule (for SEC use only).

         27(b)    Restated Financial Data Schedule for period ending 
                  December 31, 1996 (for SEC use only).

(b)      Reports on Form 8-K.

         No reports on Form 8-K were filed during the fourth quarter of the year
ended December 31, 1997.



                                       10
<PAGE>   12


                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                   WAYNE BANCORP, INC.
                                   ---------------------------------------------
                                   (Registrant)

                                   BY: /s/  Douglas R. Harper
                                       -----------------------------------------
                                       Douglas R. Harper
                                       President and Principal Executive Officer

Date:   March 25, 1998
     ---------------------

        In accordance with the Securities Exchange Act of 1934, this report has 
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated:


<TABLE>
<CAPTION>
SIGNATURE                                                   TITLE                             DATE
---------                                                   -----                             ----
<S>                                         <C>                                     <C>
/s/ Patricia B. Armstrong                   Director                                     March 25, 1998
------------------------------------                                                -----------------------------
Patricia B. Armstrong

/s/ Leonard D. Brannen                      Director                                     March 25, 1998
------------------------------------                                                -----------------------------
Leonard D. Brannen

                                            Director
------------------------------------                                                -----------------------------
C. Revis Clary

/s/ J. Ashley Dukes                         Director                                     March 25, 1998
------------------------------------                                                -----------------------------
J. Ashley Dukes

/s/ Tommie C. Fuller, Sr.                   Director                                     March 25, 1998
------------------------------------                                                -----------------------------
Tommie C. Fuller, Sr.

/s/ Douglas R. Harper                       Director, President, Principal               March 25, 1998
------------------------------------        Executive Officer, Principal            -----------------------------
Douglas R. Harper                            Financial Officer
                                                                                         
                                                                                   
/s/ J. Lex Kenerly, III, M.D.               Director                                     March 25, 1998
------------------------------------                                                -----------------------------
J. Lex Kenerly, III, M.D.

                                            Director
------------------------------------                                                -----------------------------
James L. Lott

/s/ Jerry D. McDaniel                       Director                                     March 25, 1998
------------------------------------                                                -----------------------------
Jerry D. McDaniel

                                            Director
------------------------------------                                                -----------------------------
Ferrell L. O'Quinn

                                            Director
------------------------------------                                                -----------------------------
Bernon W. Sapp

                                            Director
------------------------------------                                                -----------------------------
W. Donald Whitaker
</TABLE>



                                       11
<PAGE>   13
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>

Exhibit                                                                                                Sequential
Number                                               Description                                      Page Number
------                                               -----------                                      -----------
<S>               <C>                                                                                 <C>         
3(a)              Articles of Incorporation and Articles of Amendment of Company
                  (incorporated by reference to Exhibit 3(a) of Registration
                  Statement on Form S-18, File No. 33-31093-A).

3(b)              Bylaws of Company (incorporated by reference to Exhibit 3(b) 
                  of Registration Statement on Form S-18, File No. 33-31093-A).

10(a)             Form of Stock Warrant Agreement (incorporated  by  reference to
                  Exhibit 10(c) of Registration Statement on Form S-18, File No.
                  33-31093-A).

10(b)             1990 Employee Incentive Stock Option Plan (incorporated by
                  reference to Exhibit 10(d) of the Annual Report on Form 10-K
                  filed by the Company for the fiscal year ended December 31, 
                  1990).

10(c)             Form of Employment Agreement for Executive Officers 
                  (incorporated by reference to Exhibit 10(f) of the Annual 
                  Report on Form 10-KSB filed by the Company for the fiscal year 
                  ended December 31, 1992).

13                Annual Report to Shareholders for the year ended December 31,
                  1997.                                                                                   14

21                Subsidiaries of the Company.                                                            59

23                Consent of McNair, McLemore, Middlebrooks & Co., LLP                                    60

27(a)             Financial Data Schedule (for SEC use only).                                             61

27(b)             Restated Financial Data Schedule for period ending December 31, 
                  1996 (for SEC use only).                                                                62
</TABLE>