SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~September 1922, 2004

WAYNE BANCORP, INC.

(Exact name of Registrant as specified in its Charter)

Ohio

014612

34-1516142

(State or other jurisdiction of

incorporation)

(Commission File No.)

(IRS Employer

Identification Number)

112 West Liberty Street, Wooster, Ohio				44691
(Address of principal executive offices)				(Zip Code)

Registrant's telephone number, including area code: (330) 264-1222

N/A

(Former name or former address, if changed since last report)

1ITEM 7.01. REGULATION FD DISCLOSURE

~~ITEM~~ On 5September 22, 2004, Wayne Bancorp, Inc. announced that the Wayne Bancorp shareholders approved the merger with National City Corporation. ~~OTHER~~A ~~EVENTS~~copy ~~AND~~of ~~REQUIRED~~the FDpress ~~DISCLOSURE~~release is attached to this report as Exhibit 99.1 and is furnished under this Item 7.01.

OnITEM ~~August 19, 2004, Wayne Bancorp, Inc~~9. ~~issued a press release announcing the declaration of a third quarter dividend of $~~01.18 FINANCIAL ~~per~~STATEMENTS ~~share. A~~AND ~~copy of the press release is attached to this report as Exhibit 99.1 and is furnished under this Item 5.~~EXHIBITS

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.		Description
99.1		Press Release dated ~~August~~September 1922, 2004

________________________

SIGNATURES

Pursuant to the requirements 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.

Date: August 19, 2004	By:	/s/ JOHN A. LENDE
Date: September 23, 2004	By:	/s/ JOHN A. LENDE
		John A. Lende Secretary and Treasurer

Exhibit 99.1

~~NEWS~~Wooster, ~~RELEASE~~Ohio, Sept 22, 2004 – Wayne Bancorp, Inc. (NASDAQ: WNNB), today announced that the Wayne Bancorp shareholders approved the merger with National City Corporation (NYSE:NCC). On June 4, Cleveland based National City and Wooster based Wayne Bancorp announced the signing of a definitive agreement to merge the two organizations. Under the terms of the agreement, Wayne shareholders will receive $28.50 in cash for each share of Wayne. The merger is expected to close in the fourth quarter of 2004. Customary regulatory approvals have already been received.

~~For~~Wayne ~~Immediate~~Bancorp, ~~Release~~Inc. is an $811 million financial services company. Its bank affiliates – Wayne County National Bank and Savings Bank & Trust – operate banking centers in Wayne, Holmes, Medina and Stark Counties. The Company’s non-bank affiliates, including, MidOhio Data Inc, which performs proof and data processing operations, and Chippewa Valley Title Agency, Inc., a wholly-owned subsidiary of WCNB are both located in Wayne County, while Access Financial Corp., a consumer finance company is located in Stark county.

CONTACT:

Chairman, President

and CEO

Phone: (330) 264-1222

Ext: 228

WAYNE BANCORP, INC. ANNOUNCES 5.02 PERCENT

INCREASE IN THIRD QUARTER DIVIDEND

WOOSTER, Ohio – August 19, 2004 – The Board of Directors of Wayne Bancorp, Inc. (NASDAQ:WNNB), parent holding company of Wayne County National Bank (WCNB), Savings Bank & Trust (SBT), Access Financial Corp. (AFC) and MidOhio Data, Inc. (MID), announced today the declaration of a third quarter dividend of $.18 per share, payable September 30 to shareholders of record on August 31.

“The third quarter dividend of $.18 per share represents an increase of 5.02 percent per share, as adjusted for stock dividends, compared to the same period one year ago,” said David P. Boyle, Chairman, President and CEO, Wayne Bancorp, Inc. Boyle added, “Consistent with the memorandum of understanding the Company has entered into with the regulatory authorities prior approval to pay this dividend was requested and has been approved by the regulators. Future dividends, if any, are subject to the same approval process until the memorandum of understanding has been removed.”

Wayne Bancorp, Inc. (NASDAQ:WNNB) is an $811 million financial services company. Its bank affiliates ¾ Wayne County National Bank and Savings Bank & Trust ¾ operate banking centers in Wayne, Holmes, Medina and Stark Counties. The Company’s non-bank affiliates, including, MidOhio Data, Inc, which performs proof and data processing operations, and Chippewa Valley Title Agency, Inc., a wholly-owned subsidiary of WCNB are both located in Wayne County, while Access Financial Corp., a consumer finance company is located in Stark county. For more information, visit WCNB’s Web site at wcnb.com and SBT’s Web site at svgsbank.com.

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