SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------
                                   FORM 10-K/A
(Mark One)

[X]  AMENDMENT  TO  ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF  THE
     SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the fiscal year ended         December 31, 1997
                          ----------------------------------

                                     - or -

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
|_|  EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from                      to
                               --------------------    --------------------
Commission Number:  0-20691                            

                               WAYNE BANCORP, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)

                     DELAWARE                                 22-3424621
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(State or other jurisdiction of incorporation             (I.R.S. Employer
  or organization)                                        Identification No.)

1195 HAMBURG TURNPIKE, WAYNE, NEW JERSEY                        07474
----------------------------------------                       --------
(Address of principal executive offices)                       Zip Code

Registrant's telephone number, including area code:     (973) 305-5500
                                                        --------------

Securities registered pursuant to Section 12(b) of the Act:    NONE
                                                             ---------

Securities registered pursuant to Section 12(g) of the Act:

                     COMMON STOCK, PAR VALUE $0.01 PER SHARE
                     ---------------------------------------
                                (Title of Class)

         INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE  ACT OF
1934  DURING  THE  PRECEDING  12 MONTHS  (OR FOR SUCH  SHORTER  PERIOD  THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS),  AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES  X    NO
                                              ---      ---

         INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT  FILERS  PURSUANT TO
ITEM 405 OF REGULATION S-K (ss.229.405 OF THIS CHAPTER) IS NOT CONTAINED HEREIN,
AND WILL NOT BE CONTAINED,  TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE
PROXY OR INFORMATION  STATEMENTS  INCORPORATED  BY REFERENCE IN PART III OF THIS
FORM 10-K OR ANY AMENDMENT TO THIS FORM 10-K. [X]

         THE  REGISTRANT'S  VOTING  STOCK TRADES ON THE NASDAQ  NATIONAL  MARKET
UNDER THE SYMBOL "WYNE." THE AGGREGATE  MARKET VALUE OF THE VOTING STOCK HELD BY
NON-  AFFILIATES OF THE  REGISTRANT,  WAS  $47,731,817  AND IS BASED ON THE LAST
SALES PRICE AS LISTED ON THE NASDAQ STOCK MARKET FOR MARCH 16, 1998 ($24.875 PER
SHARE BASED ON 1,918,867 SHARES OF COMMON STOCK.

         THE REGISTRANT HAD 2,013,124 SHARES OUTSTANDING AS OR MARCH 16, 1998.

                       DOCUMENTS INCORPORATED BY REFERENCE
         Portions  of the  Annual  Report  to  Stockholders  for the year  ended
December 31, 1997 are incorporated by reference in Part II of this Form 10-K.
         Portions  of the  Proxy  Statement  for  the  1998  Annual  Meeting  of
Stockholders are incorporated by reference into Part III of this Form 10-K.


<PAGE>



         Exhibit  13  to  this  report  is  being  refiled  to  include  a  page
inadvertently  omitted  during  printing  of the Form 10-K as filed on March 30,
1998.


<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of 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.



                                   By:      /s/ Harold P. Cook, III
                                            ------------------------------------
                                            Harold P. Cook, III
                                            Chairman of the Board and CEO
                                            (Principal Executive Officer)


                                   Date:    July 22, 1998



                                   By:      /s/ Timothy P. Tierney
                                            ------------------------------------
                                            Timothy P. Tierney
                                            Vice President and Comptroller
                                            (Principal Financial and Accounting
                                              Officer)

                                   Date:    July 22, 1998