FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20552

(Mark One)

[X]           QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended         December 31, 1999
                               ------------------------------

                                       OR

[ ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _______________

Commission File No. 0-23433

                         WAYNE SAVINGS BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)

United States                                      31-1557791
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)               Identification Number)

151 North Market Street
Wooster, Ohio                                         44691
(Address of principal                              (Zip Code)
executive office)

Registrant's telephone number, including area code: (330) 264-5767

Check  whether  the issuer:  (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

As of  February  9,  the  latest  practicable  date,  2,599,877  shares  of  the
registrant's common stock, $1.00 par value, were issued and outstanding.









                               Page 1 of 16 pages


<PAGE>


                         Wayne Savings Bancshares, Inc.

                                                        INDEX

                                                                       Page

PART I   -   FINANCIAL INFORMATION

             Consolidated Statements of Financial Condition              3

             Consolidated Statements of Earnings                         4

             Consolidated Statements of Comprehensive Income             5

             Consolidated Statements of Cash Flows                       6

             Notes to Consolidated Financial Statements                  8

             Management's Discussion and Analysis of
             Financial Condition and Results of
             Operations                                                 10


PART II -    OTHER INFORMATION                                          15

             SIGNATURES                                                 16











                                   2

<PAGE>

<TABLE>
                         Wayne Savings Bancshares, Inc.
<CAPTION>
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)
                                                                                            December 31,      March 31,
<S>                                                                                                 <C>             <C>
         ASSETS                                                                                     1999           1999

Cash and due from banks                                                                         $  6,727       $  1,540
Federal funds sold                                                                                 2,225          4,295
Interest-bearing deposits in other financial institutions                                          8,867         10,410
                                                                                                 -------        -------
         Cash and cash equivalents                                                                17,819         16,245

Certificates of deposit in other financial institutions                                            4,000          6,000
Investment securities held to maturity - at amortized cost, approximate
  market value of $19,687 and $11,752 as of December 31, 1999
  and March 31, 1999                                                                              20,209         11,830
Mortgage-backed securities available for sale - at market                                         10,120          6,411
Mortgage-backed securities held to maturity - at cost, approximate
  market value of $380 and $811 as of December 31, 1999
  and March 31, 1999                                                                                 390            819
Loans receivable - net                                                                           236,150        214,094
Loans held for sale - at lower of cost or market                                                       -          1,585
Real estate acquired through foreclosure                                                              26             41
Office premises and equipment - at depreciated cost                                                8,203          7,748
Federal Home Loan Bank stock - at cost                                                             3,107          2,919
Accrued interest receivable on loans                                                               1,228          1,134
Accrued interest receivable on mortgage-backed securities                                             53             28
Accrued interest receivable on investments and interest-bearing deposits                             284            184
Prepaid expenses and other assets                                                                  1,138          1,933
Prepaid federal income taxes                                                                         170            303
                                                                                                 -------        -------

         Total assets                                                                           $302,897       $271,274
                                                                                                 =======        =======

         LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                                                        $267,250       $235,327
Advances from the Federal Home Loan Bank                                                           8,000          9,000
Advances by borrowers for taxes and insurance                                                      1,467            821
Accrued interest payable                                                                               1            179
Accounts payable on mortgage loans serviced for others                                               131            108
Other liabilities                                                                                    625            497
Deferred federal income taxes                                                                        349            386
                                                                                                 -------        -------
         Total liabilities                                                                       277,823        246,318

Stockholders' equity
  Common stock (20,000,000  shares of $1.00 par value authorized;
  2,632,229 and 2,505,082 shares issued at December 31, 1999
   and March 31, 1999)                                                                             2,632          2,505
  Additional paid-in capital                                                                      14,393         12,480
  Retained earnings - substantially restricted                                                     8,751         10,437
  Less 32,352 and 22,583 shares, respectively, of treasury stock - at cost                          (631)          (468)
  Accumulated comprehensive income, unrealized gains (losses) on securities
    available for sale, net of related tax effects                                                   (71)             2
                                                                                                 -------        -------
         Total stockholders' equity                                                               25,074         24,956
                                                                                                 -------        -------

         Total liabilities and stockholders' equity                                             $302,897       $271,274
                                                                                                 =======        =======
</TABLE>




                                        3


<PAGE>


                         Wayne Savings Bancshares, Inc.
<TABLE>
                       CONSOLIDATED STATEMENTS OF EARNINGS
<CAPTION>
                        (In thousands, except share data)

                                                                           Nine months                   Three months
                                                                              ended                          ended
                                                                           December 31,                  December 31,
                                                                       1999           1998            1999         1998
<S>                                                                     <C>            <C>             <C>          <C>
Interest income
  Loans                                                             $13,346        $12,825          $4,558       $4,310
  Mortgage-backed securities                                            442            296             166          116
  Investment securities                                                 681            615             287          172
  Interest-bearing deposits and other                                   899            792             271          256
                                                                     ------         ------          ------       ------
         Total interest income                                       15,368         14,528           5,282        4,854

Interest expense
  Deposits                                                            8,479          7,873           2,960        2,623
  Borrowings                                                            371            535             117          146
                                                                     ------         ------           -----       ------
         Total interest expense                                       8,850          8,408           3,077        2,769
                                                                     ------         ------          ------       ------

     Net interest income                                              6,518          6,120           2,205        2,085
Provision for losses on loans                                            82             47              38           16
                                                                     ------         ------          ------       ------
         Net interest income after provision for losses on loans      6,436          6,073           2,167        2,069

Other income
  Gain on sale of loans                                                  32            255              11           67
  Gain on sale of assets                                                  -              1               -            -
  Service fees, charges and other operating                             535            519             200          158
                                                                     ------         ------          ------       ------
         Total other income                                             567            775             211          225

General, administrative and other expense
  Employee compensation and benefits                                  2,872          2,425             977          775
  Occupancy and equipment                                             1,068            818             337          270
  Federal deposit insurance premiums                                    155            153              54           52
  Franchise taxes                                                       266            264              88           90
  Other operating                                                     1,203          1,143             461          440
                                                                     ------         ------          ------       ------
         Total general, administrative and other expense              5,564          4,803           1,917        1,627
                                                                     ------         ------          ------       ------

         Earnings before income taxes                                 1,439          2,045             461          667

Federal income taxes
  Current                                                               489            705             180          247
  Deferred                                                                -             (9)            (24)         (20)
                                                                     ------         ------          ------       ------
         Total federal income taxes                                     489            696             156          227
                                                                     ------         ------          ------       ------

         NET EARNINGS                                               $   950        $ 1,349         $   305      $   440
                                                                     ======         ======          ======       ======

         EARNINGS PER SHARE                                           $0.37          $0.52           $0.12        $0.17
                                                                       ====           ====            ====         ====
           Basic
           Diluted                                                    $0.36          $0.51           $0.12        $0.17
                                                                       ====           ====            ====         ====
</TABLE>

                                        4


<PAGE>




                         Wayne Savings Bancshares, Inc.
<TABLE>
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
<CAPTION>
                        (In thousands, except share data)

                                                                                     Nine months               Three months
                                                                                         ended                    ended
                                                                                    December 31,               December 31,
                                                                                   1999        1998           1999     1998
<S>                                                                                 <C>         <C>            <C>      <C>
Net earnings                                                                       $950      $1,349           $305     $440

Other comprehensive income (loss) net of tax:
  Unrealized holding gains (losses) on securities, net of tax
    of $38, $20, $13 and $9 during the respective periods                           (73)         39            (25)      17
                                                                                   ----       -----            ---      ---


Comprehensive income                                                               $877      $1,388           $280     $457
                                                                                    ===       =====            ===      ===

Accumulated comprehensive income (loss)                                            $(71)     $   56           $(71)    $ 56
                                                                                    ===       =====            ===      ===
</TABLE>











                                    5


<PAGE>


                         Wayne Savings Bancshares, Inc.
<TABLE>
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
                     For the nine months ended December 31,
                                 (In thousands)

                                                                                                 1999              1998
<S>                                                                                               <C>               <C>
Cash flows from operating activities:
  Net earnings for the period                                                                 $   950           $ 1,349
  Adjustments to reconcile net earnings to net cash
  provided by (used in) operating activities:
    Amortization of discounts and premiums on loans,
      investments and mortgage-backed securities - net                                             14               (17)
    Amortization of deferred loan origination fees                                               (414)             (420)
    Depreciation and amortization                                                                 535               376
    Loans originated for sale in the secondary market                                          (2,688)          (12,622)
    Proceeds from sale of loans                                                                 4,262            11,937
    (Gain) loss on sale of loans                                                                   11              (139)
    Provision for losses on loans                                                                  82                47
    Federal Home Loan Bank stock dividends                                                       (160)             (149)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable on loans                                                        (94)               58
      Accrued interest receivable on mortgage-backed securities                                   (25)              (18)
      Accrued interest receivable on investments and interest-bearing deposits                   (100)               10
      Prepaid expenses and other assets                                                           795              (882)
      Accrued interest payable                                                                   (178)             (162)
      Accounts payable on mortgage loans serviced for others                                       23                78
      Other liabilities                                                                           128               121
      Federal income taxes
        Current                                                                                  (133)              (36)
        Deferred                                                                                    -                (9)
                                                                                              -------            -------
          Net cash provided by (used in) operating activities                                   3,008              (478)

Cash flows provided by (used in) investing activities:
  Purchase of investment securities                                                           (11,500)           (7,562)
  Proceeds from maturity of investment securities                                               2,074             9,117
  Purchase of mortgage-backed securities                                                       (6,985)           (6,280)
  Principal repayments on mortgage-backed securities                                            3,506             2,148
  Loan principal repayments                                                                    32,224            42,514
  Loan disbursements                                                                          (52,349)          (45,156)
  Purchase of office premises and equipment - net                                              (1,235)           (1,246)
  Proceeds from sale of real estate acquired through foreclosure                                    5               121
  Additions to real estate acquired through foreclosure                                             -               (60)
  Decrease in certificates of deposit in other financial institutions                           2,000             4,000
                                                                                              -------           -------
          Net cash used in investing activities                                               (32,260)           (2,404)
                                                                                              -------           -------

          Net cash used in operating and investing activities                                 (29,252)           (2,882)
                                                                                              -------           -------
            (balance carried forward)

</TABLE>





                                        6


<PAGE>


                         Wayne Savings Bancshares, Inc.
<TABLE>
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
<CAPTION>
                     For the nine months ended December 31,
                                 (In thousands)

                                                                                                   1999            1998
<S>                                                                                                 <C>             <C>
          Net cash used in operating and investing activities
            (balance brought forward)                                                          $(29,252)       $ (2,882)
  Cash flows provided by (used in) financing activities:
  Net increase in deposit accounts                                                               31,923          11,131
  Proceeds from Federal Home Loan Bank advances                                                       -          15,000
  Repayment of Federal Home Loan Bank advances                                                   (1,000)        (19,000)
  Advances by borrowers for taxes and insurance                                                     646             653
  Proceeds from exercise of stock options                                                            12              87
  Dividends paid on common stock                                                                   (592)           (551)
  Purchase of treasury shares                                                                      (163)           (346)
                                                                                                -------         -------
          Net cash provided by financing activities                                              30,826           6,974
                                                                                                -------         -------

Net increase in cash and cash equivalents                                                         1,574           4,092

Cash and cash equivalents at beginning of period                                                 16,245          13,169
                                                                                                -------         -------

Cash and cash equivalents at end of period                                                     $ 17,819        $ 17,261
                                                                                                =======         =======


Supplemental disclosure of cash flow information:
  Cash paid during the period for:
    Federal income taxes                                                                       $    396         $   728
                                                                                                =======          ======

    Interest on deposits and borrowings                                                        $  9,028         $ 8,570
                                                                                                =======          ======


Supplemental disclosure of noncash investing activities:
  Unrealized gains (losses) on securities designated as
    available for sale, net of related tax effects                                             $    (73)        $    39
                                                                                                =======          ======

  Recognition of mortgage servicing rights in accordance
    with SFAS No. 125                                                                          $     43         $   116
                                                                                                =======          ======
</TABLE>










                                        7


<PAGE>


                         Wayne Savings Bancshares, Inc.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              For the three and nine months ended December 31, 1999


1.       Basis of Presentation

         The  accompanying  unaudited  consolidated  financial  statements  were
         prepared  in  accordance  with   instructions   for  Form  10-QSB  and,
         therefore,  do not include  information  or footnotes  necessary  for a
         complete presentation of financial position,  results of operations and
         cash flows in conformity with generally accepted accounting principles.
         Accordingly,  these financial  statements should be read in conjunction
         with the  financial  statements  and  notes  thereto  of Wayne  Savings
         Bancshares,  Inc.  included in the Annual Report on Form 10-KSB for the
         year ended March 31, 1999.

         The  accompanying   consolidated  financial  statements  include  Wayne
         Savings   Bancshares,   Inc.  (the  "Company")  and  its   wholly-owned
         subsidiary,  Wayne  Savings  Community  Bank  ("Wayne  Savings"  or the
         "Bank") and its federal savings bank  subsidiary in North Canton,  Ohio
         named Village Savings Bank, F.S.B. ("Village"), together referred to as
         "the Banks".

         During the quarter ended June 30, 1999,  Wayne  Savings  opened the new
         Madison South office at the southern perimeter of Wooster,  as planned.
         Additionally,  Wayne Savings also opened its  Northside  office on July
         12, 1999. The new office is in leased office space formerly occupied by
         a local  commercial  bank.  These two  openings  increase the number of
         Wayne Savings full-service offices from six to eight, with four offices
         located in Wooster.

         In the  opinion of  management,  all  adjustments  (consisting  only of
         normal recurring  accruals) which are necessary for a fair presentation
         of  the  financial  statements  have  been  included.  The  results  of
         operations for the three and nine month periods ended December 31, 1999
         are not necessarily indicative of the results which may be expected for
         the entire fiscal year.

2.       Principles of Consolidation

         All  significant  intercompany  transactions  and  balances  have  been
         eliminated in the consolidation.

3.       Earnings Per Share

         Basic  earnings  per common  share is computed  based upon the weighted
         average  number of common shares  outstanding  during the period,  less
         shares  in the  ESOP  that  are  unallocated  and not  committed  to be
         released. Diluted earnings per common share include the dilutive effect
         of  additional  potential  common shares  issuable  under the Company's
         stock option plan.  Earnings per share have been restated for all stock
         dividends through the date of issuance of the financial statements. The
         computations were as follows:





                                        8


<PAGE>

<TABLE>
                         Wayne Savings Bancshares, Inc.
<CAPTION>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

              For the three and nine months ended December 31, 1999


3.       Earnings Per Share (continued)

         For the nine months ended December 31,                                     1999                  1998
<S>                                                                                  <C>                    <C>
         Weighted average common shares
           outstanding (basic)                                                 2,602,783             2,609,758

         Dilutive effect of assumed exercise
           of stock options                                                       18,781                26,739
                                                                               ---------             ---------

         Weighted average common shares
           outstanding (diluted)                                               2,621,564             2,636,497
                                                                               =========             =========


         For the three months ended December 31,                                    1999                  1998

         Weighted average common shares
           outstanding (basic)                                                 2,600,929             2,610,613
         Dilutive effect of assumed exercise
           of stock options                                                       18,683                25,119
                                                                               ---------             ---------

         Weighted average common shares
           outstanding (diluted)                                               2,619,612             2,635,732
                                                                               =========             =========
</TABLE>


4.       Effects of Recent Accounting Pronouncements

         In June 1998,  the Financial  Accounting  Standards  Board (the "FASB")
         issued Statement of Financial  Accounting  Standards  ("SFAS") No. 133,
         "Accounting for Derivative  Instruments and Hedging  Activities," which
         requires  entities to  recognize  all  derivatives  in their  financial
         statements as either assets or liabilities measured at fair value. SFAS
         No.  133  also   specified  new  methods  of  accounting   for  hedging
         transactions, prescribes the items and transactions that may be hedged,
         and  specifies  detailed  criteria  to be  met  to  qualify  for  hedge
         accounting.

         The definition of a derivative  financial instrument is complex, but in
         general,  it is an instrument with one or more underlyings,  such as an
         interest  rate or foreign  exchange  rate that is applied to a notional
         amount,  such as an amount of  currency,  to determine  the  settlement
         amount(s).  It generally requires no significant initial investment and
         can  be  settled  net  or by  delivery  of an  asset  that  is  readily
         convertible to cash.  SFAS No. 133 applies to  derivatives  embedded in
         other contracts,  unless the underlyings of the embedded  derivative is
         clearly and closely related to the host contract.

         SFAS No. 133, as amended by SFAS No. 137, is effective for fiscal years
         beginning  after June 15, 2000. On adoption,  entities are permitted to
         transfer  held-to-maturity debt securities to the available-for-sale or
         trading  category  without  calling into question  their intent to hold
         other debt  securities  to maturity in the future.  SFAS No. 133 is not
         expected  to  have  a  material  impact  on  the  Company's   financial
         statements.

                                        9


<PAGE>


                         Wayne Savings Bancshares, Inc.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


Discussion  of Financial  Condition  Changes from March 31, 1999 to December 31,
1999

At  December  31,  1999,  the  Company had total  assets of $302.9  million,  an
increase of $31.6 million, or 11.7%, over March 31, 1999. The increase in assets
was funded primarily by a $31.9 million increase in deposits.

Cash  and  due  from  banks,  federal  funds  sold,  interest-bearing  deposits,
certificates of deposit and investment  securities totaled  approximately  $42.0
million at December 31, 1999,  an increase of  approximately  $8.0  million,  or
23.3%,  over March 31, 1999 levels.  During the nine-month period ended December
31,  1999,  investment   securities  purchases  totaled  $11.5  million,   while
maturities amounted to $2.1 million.  Regulatory liquidity approximated 18.7% at
December 31, 1999, compared to 11.0% at March 31, 1999.

Mortgage-backed  securities  totaled  $10.5 million at December 31, 1999, a $3.3
million,  or  45.4%,   increase  over  March  31,  1999  levels.   Purchases  of
mortgage-backed  securities  totaling  $7.0  million  were  partially  offset by
principal repayments of $3.5 million during the 1999 nine-month period.

Loans  receivable  totaled  $236.2  million at December 31, 1999, an increase of
approximately  $20.5  million,  or 9.5%,  over the March 31,  1999  total.  This
increase resulted from loan disbursements of $55.0 million, which were partially
offset by principal  repayments of $32.2 million and sales of $4.3 million.  The
increase  in loans  receivable  was  comprised  primarily  of loans  secured  by
one-to-four  family  residential  real  estate.  The  allowance  for loan losses
totaled  $756,000 at  December  31,  1999,  as compared to $678,000 at March 31,
1999.  Nonperforming loans totaled $187,000 at December 31, 1999 and $280,000 at
March 31,  1999.  The  allowance  for loan losses  totaled  404.3% and 242.1% of
nonperforming  loans at  December  31,  1999 and March 31,  1999,  respectively.
Although  management  believes that the  Company's  allowance for loan losses at
December 31, 1999, is adequate based upon the available facts and circumstances,
there can be no assurance that additions to such allowance will not be necessary
in future  periods,  which  would  adversely  affect  the  Company's  results of
operations.

Deposits increased by approximately  $31.9 million, or 13.6%, from the March 31,
1999 level to $267.3  million at December 31, 1999. The increase in deposits was
primarily  attributable to growth achieved at the new office locations,  coupled
with management's continuing efforts to achieve deposit growth through marketing
and business strategies.

The  Banks are  subject  to  capital  standards,  which  generally  require  the
maintenance of regulatory  capital  sufficient to meet each of three tests,  the
tangible capital  requirement,  the core capital  requirement and the risk-based
capital  requirement.  At December 31, 1999,  both Wayne  Savings' and Village's
regulatory capital exceeded all minimum capital requirements.







                                       10

<PAGE>


                         Wayne Savings Bancshares, Inc.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


Comparison of Operating  Results for the Nine Month  Periods Ended  December 31,
1999 and 1998

General

Net earnings  totaled  $950,000 for the nine months ended  December 31, 1999, as
compared to net earnings of $1.3 million for the same period in 1998, a decrease
of $399,000,  or 29.6%. The decrease in net earnings resulted  primarily from an
increase of $761,000 in general, administrative and other expense, a decrease in
other income of $208,000 and an increase in the provision for losses on loans of
$35,000,  which were partially offset by an increase of $398,000 in net interest
income and a decrease of $207,000 in the provision for federal income taxes.

Net Interest Income

Interest on loans and  mortgage-backed  securities totaled $13.8 million for the
nine months ended December 31, 1999, an increase of $667,000,  or 5.1%, over the
same  period in 1998.  The  increase  can be  primarily  attributed  to an $18.7
million,  or 8.7%,  increase in the average balance of loans and mortgage-backed
securities  outstanding,  which was partially  offset by a decrease in the yield
year to year.

Interest on investments and interest-bearing  deposits increased by $173,000, or
12.3%,  during the nine months ended  December 31, 1999, as compared to the same
period in 1998,  as a result of a slight  increase in the average  balance  from
year to year, coupled with an increase in the average yield.

Interest  expense on deposits and  borrowings  totaled $8.9 million for the nine
months ended December 31, 1999, an increase of $442,000,  or 5.3%, over the same
period in 1998. The increase can be primarily  attributed to a $22.7 million, or
9.6%, increase in the average balance of interest-bearing liabilities, which was
partially offset by a decrease in the cost of funds year to year.

As a result of the foregoing  changes in interest  income and interest  expense,
net interest income increased by $398,000, or 6.5%, during the nine months ended
December 31, 1999, as compared to the same period in 1998.

Provision for Losses on Loans

A  provision  for  losses on loans is  charged  to  earnings  to bring the total
allowance for loan losses to a level considered  appropriate by management based
on  historical  experience,  the  volume and type of  lending  conducted  by the
Company,  the  status  of past due  principal  and  interest  payments,  general
economic  conditions,  particularly as such  conditions  relate to the Company's
market area, and other factors  related to the  collectibility  of the Company's
loan  portfolio.  As a result of such analysis,  management  recorded an $82,000
provision for losses on loans during the nine months ended December 31, 1999, an
increase of $35,000, or 74.5%, over the comparable 1998 period, primarily due to
growth in the loan  portfolio.  The  provision  for losses on loans is  recorded
based upon  management's  assessment of the risk inherent in the loan portfolio.
There can be no  assurance  that the loan loss  allowance of the Company will be
adequate to cover losses on nonperforming assets in the future.


                                       11

<PAGE>


                         Wayne Savings Bancshares, Inc.

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS (CONTINUED)


Comparison of Operating  Results for the Nine Month  Periods Ended  December 31,
1999 and 1998 (continued)

Other Income

Other income  totaled  $567,000  for the nine months ended  December 31, 1999, a
decrease of $208,000,  or 26.8%, from the comparable 1998 period.  This decrease
was due  primarily to a $223,000,  or 87.5%,  decrease in gain on sale of loans,
which resulted from a decline in sales volume of approximately $7.5 million,  or
63.9%, year to year.

General, Administrative and Other Expense

General,  administrative  and other  expense  totaled  $5.6 million for the nine
months ended December 31, 1999, an increase of $761,000,  or 15.8%,  compared to
the 1998 period,  due  primarily to a $447,000,  or 18.4%,  increase in employee
compensation  and  benefits,  a $250,000,  or 30.1%,  increase in occupancy  and
equipment and a $49,000,  or 4.3%,  increase in other  operating  expenses.  The
increases  were due  primarily  to the costs  associated  with the  addition  of
Village and the new branches as previously discussed.

Federal Income Taxes

The provision for federal  income taxes amounted to $489,000 for the nine months
ended  December 31, 1999, a decrease of $207,000,  or 29.7%,  as compared to the
same period in 1998. The decrease resulted primarily from a $606,000,  or 29.6%,
decrease in pretax earnings year to year. The effective tax rate for each of the
nine month periods ended December 31, 1999 and 1998 was 34.0%.

Comparison of Operating  Results for the Three Month Periods Ended  December 31,
1999 and 1998

General

Net earnings  totaled  $305,000 for the three months ended December 31, 1999, as
compared to net  earnings of $440,000 for the same period in 1998, a decrease of
$135,000,  or 30.7%.  The decrease in net earnings  resulted  primarily  from an
increase of $290,000 in general, administrative and other expense, a decrease in
other income of $14,000 and a $22,000  increase in the  provision  for losses on
loans,  which were  partially  offset by an increase of $120,000 in net interest
income and a $71,000 decrease in the provision for federal income taxes.

Net Interest Income

Interest on loans and mortgage-backed securities increased by $298,000, or 6.7%,
for the three months ended  December 31, 1999 over the same period in 1998.  The
increase can be primarily  attributed  to an increase in the average  balance of
loans and mortgage-backed securities outstanding.

Interest on investments and  interest-bearing  deposits increased  $130,000,  or
30.4%,  during the current three-month period, as compared to the same period in
1998,  as a result of an  increase in the  average  balance of  interest-earning
assets outstanding year to year.


                                       12

<PAGE>


                         Wayne Savings Bancshares, Inc.

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS (CONTINUED)


Comparison of Operating  Results for the Three Month Periods Ended  December 31,
1999 and 1998 (continued)

Net Interest Income (continued)

Interest expense on deposits and borrowings increased by $308,000, or 11.1%, for
the three month period ended December 31, 1999,  over the  comparable  period in
1998.  The increase can be  primarily  attributed  to an increase in the average
balance of interest-bearing liabilities outstanding year to year.

Provision for Losses on Loans

A  provision  for  losses on loans is  charged  to  earnings  to bring the total
allowance  for loan  losses to a level  considered  appropriate  by  management.
Management  recorded a $38,000  provision  for losses on loans  during the three
months ended December 31, 1999, an increase of $22,000, or 137.5%, over the same
period in 1998.  The  current  period  provision  for  losses on loans was based
primarily upon growth in the loan portfolio.  There can be no assurance that the
loan  loss  allowance  of the  Company  will be  adequate  to  cover  losses  on
non-performing assets in the future.

Other Income

Other income  totaled  $211,000 for the three months ended  December 31, 1999, a
decrease of $14,000 or 6.2%, from the comparable 1998 period.  This decrease was
due  primarily  to the  $56,000,  or 83.6%,  decrease  in gain on sale of loans,
offset by a $42,000,  or 26.6%,  increase  in service  fees,  charges  and other
operating income.

General, Administrative and Other Expense

General,  administrative  and other  expense  increased by  $290,000,  or 17.8%,
during the current  three month  period over the  comparable  1998  period.  The
increases  were due  primarily  to the costs  associated  with the  addition  of
Village and the new branches as previously discussed.  Employee compensation and
benefits increased by $202,000, or 26.1%, during the three months ended December
31,  1999 as  compared  to the same  period  in 1998.  Occupancy  and  equipment
increased by $67,000,  or 24.8%, over the same period.  These increases were due
primarily to costs associated with Village and new office locations.

Federal Income Taxes

The provision for federal income taxes amounted to $156,000 for the three months
ended December 31, 1999 as compared to $227,000 for the same period in 1998. The
effective  tax rates for the three months ended  December 31, 1999 and 1998 were
33.8% and 34.0%, respectively.





                                       13

<PAGE>


                         Wayne Savings Bancshares, Inc.

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS (CONTINUED)


Year 2000 Compliance Matters

The Year 2000 ("Y2K") issue related to certain  computer  programs  which used a
two-digit format, as opposed to four digits, to indicate the year. Such computer
systems  may have been unable to  interpret  dates  beyond the year 1999,  which
could  have  caused a  system  failure  or other  computer  errors,  leading  to
disruption  in  operations.   The  potential  impact  was  that  date  sensitive
calculations  would be based on erroneous data, or could cause a system failure.
The Y2K issue may have  affected  all forms of financial  accounting,  including
interest computation, due dates,  pensions/personnel benefits,  investments, and
record keeping.

During  the three year  period  leading  up to  January  1,  2000,  the  Company
developed  and  implemented  a  program  to  ensure  Y2K   information   systems
compliance. The Company does not perform in-house programming.  All systems have
been purchased from third-party  vendors.  Therefore,  the primary thrust of the
Company's Y2K effort  involved  ongoing  discussions  and monitoring of vendors'
progress,  including receipt of confirmation from its vendors that Y2K compliant
versions of their systems were in place.

The Company had expended a total of approximately $50,000 for hard costs related
to renovation and testing,  approximately  $30,000 of which was expensed  during
fiscal 2000.

The Company experienced no  technology-related  problems upon arrival of January
1, 2000, nor was there any disruption of services to its customers.  The Company
could  incur  losses if loan  payments  are  delayed  due to Year 2000  problems
affecting any major borrowers in the Company's primary market area.  Because the
Company's  loan  portfolio  is highly  diversified  with  regard  to  individual
borrowers  and  types  of  businesses   and  the  primary  market  area  is  not
significantly  dependent  upon one  employer or  industry,  the Company does not
expect, and to date has not realized,  any significant or prolonged difficulties
that will affect net earnings or cash flow.











                                    14


<PAGE>

                         Wayne Savings Bancshares, Inc.

                                     PART II


ITEM 1.  Legal Proceedings

         Not applicable


ITEM 2.  Changes in Securities and Use of Proceeds

         Not applicable


ITEM 3.  Defaults Upon Senior Securities

         Not applicable


ITEM 4.  Submission of Matters to a Vote of Security Holders

         Not applicable


ITEM 5.  Other Information

         The  Board  of  Directors  of  Wayne  Savings  Bancshares,   Inc.  has
         authorized to continue the repurchase of up to  approximately  131,000
         shares,  or 5% of the Company's  outstanding  stock, over the 12 month
         period  ending  July,  2000.  Any  repurchased  shares will be held as
         treasury stock and will be available for general corporate purposes.


ITEM 6.  Exhibits and Reports on Form 8-K

         Form 8-K:         None

         Exhibit 27:       Financial data schedule for the nine month period
                           ended December 31, 1999










                                       15

<PAGE>


                                   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.





Date:    February 11, 2000             By: /s/Charles F. Finn
                                            Charles F. Finn
                                            Chairman and President





Date:    February 11, 2000             By: /s/Todd J. Tappel
                                            Todd J. Tappel
                                            Chief Financial Officer










                                       16