WAYNE BANCORP INC /DE/
SC 13D/A, 1998-01-20
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURlTIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 13D

                  Under the Securities and Exchange Act of 1934
                               (Amendment No. 8 )*

                              WAYNE BANCORP, INC.
- -------------------------------------------------------------------------------

                                  Common Stock
- -------------------------------------------------------------------------------

                                   944291103
 -----------------------------------------------------------------------------
                                 (CUSIP Number)

Richard Whitman, The Benchmark Company, Inc., 750 Lexington Avenue,
                       New York, NY 10022, (212) 421-4080

- -------------------------------------------------------------------------------
                 (Name, Address and Telephone Number of Person
              Authorized to Receive Notices and Communications)
                         January 19, 1998
- ----------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the following box .

Check the  following  box if a fee is being paid with the  statement . (A fee is
not required only if the reporting person:  (I) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities described in Item l; and (2) has hled no amendment subsequent thereto
reporting  beneficial ownership of hve percent or less of such class.) (See Rule
13d-7.)

Note: Six copies of this statement,  including all exhibits,  should be filed
with the  Commission.  See Rule 13d-l(a) for other parties to whom
copies are to be sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subjcct  to all other  provisions  of the Act  (however,  see the
Notes).
                                                                

<PAGE>

     The statement on Schedule 13D which was filed on August 5, 1996,  Amendment
#1 filed on August 27, 1996,  Amendment #2 filed on September 4, 1996  Amendment
#3 filed on October 15, 1996, Amendment #4 filed on December 23, 1996, Amendment
#5 filed on February 27, 1997,  Amendment #6 filed on May 29, 1997 and Amendment
#7 filed on  December  18,  1997,  on behalf of Seidman and  Associates,  L.L.C.
("SAL"),  Seidman  and  Associates  II,  L.L.C.  ("SALII"),  Seidman  Investment
Partnership  ("SIP"),  L.P.,  Lawrence  B.  Seidman,  Individually  ("Seidman"),
Benchmark  Partners LP  ("Partners"),  The  Benchmark  Company,  Inc.  ("TBCI"),
Richard  Whitman,  Individually  ("Whitman"),  Lorraine  Di Paolo ("Di  Paolo"),
Individually and Dennis Pollack,  Individually  ("Pollack")  (collectively,  the
"Reporting Persons") with respect to the Reporting Persons' beneficial ownership
of shares of Common  Stock,  $.01 par value (the  "Shares"),  of Wayne  Bancorp,
Inc., a Delaware  Corporation  (the  "Issuer"),  is hereby  amended as set forth
below.  Such  Statement  on  Schedule  13D  is  hereinafter  referred  to as the
"Schedule  13D".  Terms used herein  which are defined in the Schedule 13D shall
have their respective meanings set forth in the Schedule 13D.



4.       Purpose of Transaction

     From  time  to  time  Mr.  Seidman  has  had  informal  conversations  with
representatives  of  commercial  banks who may have an  interest  in a  business
combination  with  Wayne  Bancorp,   Inc.  Mr.  Seidman  has  urged  these  bank
representatives  to contact  the  management  or  Chairman of the Board of Wayne
Bancorp,  Inc.  Mr.  Seidman has also had several  informal  conversations  with
investment  bankers who represent  financial  institutions and requested that if
they have any interested purchasers that they contact the management or Chairman
of the Board of Wayne Bancorp, Inc. 
<PAGE>





After  reasonable  inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


                                             --------------------------
        January 19, 1998                   ss/Richard Whitman, 
                Date
                                             Richard Whitman, President
                                             The Benchmark Company, Inc.
                                             ---------------------------
        January 19, 1998                   ss/Dennis Pollack 
                Date                         Dennis Pollack, Individually




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