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            September 30, 2000
                               ----------------------------------------------

                                                        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 November 8, 2000, the latest  practicable  date,  2,592,793  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                                                        11


PART II - OTHER INFORMATION                                                 16

SIGNATURES                                                                  17






























                                        2

<PAGE>


                         Wayne Savings Bancshares, Inc.
<TABLE>
<CAPTION>

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)
                                                                                          September  30,      March 31,
         ASSETS                                                                                     2000           2000
<S>                                                                                                <C>             <C>
Cash and due from banks                                                                         $  3,838       $  2,502
Federal funds sold                                                                                 1,475          3,475
Interest-bearing deposits in other financial institutions                                          6,352          8,332
                                                                                                 -------        -------
         Cash and cash equivalents                                                                11,665         14,309

Certificates of deposit in other financial institutions                                              700          4,000
Investment securities - at amortized cost, approximate
  market value of $22,777 and $22,634 as of September 30, 2000
  and March 31, 2000                                                                              23,150         23,199
Mortgage-backed securities available for sale - at market                                          3,152          3,450
Mortgage-backed securities - at cost, approximate
  market value of $6,438 and $6,938 as of September 30, 2000
  and March 31, 2000                                                                               6,497          7,046
Loans receivable - net                                                                           242,147        237,095
Loans held for sale - at lower of cost or market                                                     570            317
Real estate acquired through foreclosure                                                              90             90
Office premises and equipment - at depreciated cost                                                8,470          8,160
Federal Home Loan Bank stock - at cost                                                             3,385          3,160
Accrued interest receivable on loans                                                               1,277          1,255
Accrued interest receivable on mortgage-backed securities                                             65             60
Accrued interest receivable on investments and interest-bearing deposits                             321            354
Prepaid expenses and other assets                                                                  1,448          1,390
Prepaid federal income taxes                                                                         138            184
                                                                                                 -------        -------

         Total assets                                                                           $303,075       $304,069
                                                                                                 =======        =======

         LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                                                        $265,697       $264,952
Advances from the Federal Home Loan Bank                                                          10,000         12,000
Advances by borrowers for taxes and insurance                                                        752            777
Accrued interest payable                                                                             266            228
Accounts payable on mortgage loans serviced for others                                                87            100
Other liabilities                                                                                    624            516
Deferred federal income taxes                                                                        388            375
                                                                                                 -------        -------
         Total liabilities                                                                       277,814        278,948

Stockholders' equity
  Common stock (20,000,000  shares of $1.00 par value authorized;  2,638,335 and
   2,632,229 shares issued at September 30, 2000
   and March 31, 2000, respectively)                                                               2,638          2,632
  Additional paid-in capital                                                                      14,423         14,393
  Retained earnings - substantially restricted                                                     8,874          8,777
  Less 34,369 and 33,214 shares of treasury stock - at cost                                         (663)          (645)
  Accumulated comprehensive loss, unrealized  losses on
       securities designated as available for sale, net of related tax effects                       (11)           (36)
                                                                                                 -------        -------
         Total stockholders' equity                                                               25,261         25,121
                                                                                                 -------        -------

         Total liabilities and stockholders' equity                                             $303,075       $304,069
                                                                                                 =======        =======
</TABLE>




                                        3


<PAGE>



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

                        (In thousands, except share data)
                                                                                    Six months                   Three months
                                                                                       ended                        ended
                                                                                   September 30,                September 30,

                                                                                 2000         1999           2000           1999
<S>                                                                              <C>          <C>             <C>            <C>
Interest income
  Loans                                                                       $ 9,245      $ 8,788         $4,650          $4,484
  Mortgage-backed securities                                                      312          276            148             168
  Investment securities                                                           757          394            396             224
  Interest-bearing deposits and other                                             381          628            164             304
                                                                               ------       ------          -----           -----
          Total interest income                                                10,695       10,086          5,358           5,180

Interest expense
  Deposits                                                                      6,168        5,519          3,123           2,837
  Borrowings                                                                      241          254            125             127
                                                                               ------       ------          -----           -----
          Total interest expense                                                6,409        5,773          3,248           2,964
                                                                               ------       ------          -----           -----

          Net interest income                                                   4,286        4,313          2,110           2,216
Provision for losses on loans                                                      73           44             22              23
                                                                               ------       ------          -----           -----

          Net interest income after provision for losses on loans               4,213        4,269          2,088           2,193

Other income
  Gain on sale of loans                                                            55           21             35               1
  Service fees, charges and other operating                                       422          335            224             166
                                                                               ------       ------          -----           -----
          Total other income                                                      477          356            259             167

General, administrative and other expense
  Employee compensation and benefits                                            2,109        1,895          1,043             970
  Occupancy and equipment                                                         677          731            348             389
  Federal deposit insurance premiums                                               32          101             14              66
  Franchise taxes                                                                 125          178             75              90
  Other operating                                                                 752          742            311             384
                                                                               ------       ------          -----           -----
          Total general, administrative and other expense                       3,695        3,647          1,791           1,899
                                                                               ------       ------          -----           -----

          Earnings before income taxes                                            995          978            556             461
Federal incomes taxes
  Current                                                                         348          357            199             (67)
  Deferred                                                                         (8)         (24)            (8)            225
                                                                               ------       ------          -----           -----
          Total federal income taxes                                              340          333            191             158
                                                                               ------       ------          -----           -----

          NET EARNINGS                                                        $   655      $   645         $  365          $  303
                                                                               ======       ======          =====           =====

          EARNINGS PER SHARE
               Basic                                                            $0.25        $0.25          $0.14           $0.12
                                                                                 ====         ====           ====            ====
               Diluted                                                          $0.25        $0.25          $0.14           $0.12
                                                                                 ====         ====           ====            ====

</TABLE>

                                        4

<PAGE>



                         Wayne Savings Bancshares, Inc.

<TABLE>
<CAPTION>
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                        (In thousands, except share data)




                                                                                     Six months                Three months
                                                                                        ended                      ended
                                                                                    September 30,              September 30,
                                                                                   2000        1999           2000     1999
<S>                                                                                 <C>         <C>           <C>       <C>

Net earnings                                                                       $655        $645           $365     $303

Other comprehensive income (loss) net of tax:
  Unrealized holding gains(losses) on securities
     during the period, net of tax $13, $(25), $8
      and $(2), respectively                                                         25         (48)            15       (4)
                                                                                    ---         ---            ---      ---

Comprehensive income                                                               $680        $597           $380     $299
                                                                                    ===         ===            ===      ===

Accumulated comprehensive loss                                                     $(11)       $(46)          $(11)    $(46)
                                                                                    ===         ===            ===      ===

</TABLE>

































                                        5



<PAGE>
                         Wayne Savings Bancshares, Inc.

<TABLE>
<CAPTION>
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                     For the six months ended September 30,
                                 (In thousands)

                                                                                                 2000              1999
<S>                                                                                               <C>              <C>
Cash flows from operating activities:
  Net earnings for the period                                                                 $   655           $   645
  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                                              9                14
    Amortization of deferred loan origination fees                                                (64)             (290)
    Depreciation and amortization                                                                 349               367
    Loans originated for sale in the secondary market                                          (4,362)           (1,750)
    Proceeds from sale of loans                                                                 4,123             3,350
    (Gain) loss on sale of loans                                                                  (14)               12
    Provision for losses on loans                                                                  73                44
    Federal Home Loan Bank stock dividends                                                       (122)             (106)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable on loans                                                        (22)             (159)
      Accrued interest receivable on mortgage-backed securities                                    (5)              (35)
      Accrued interest receivable on investments and interest-bearing deposits                     33               (34)
      Prepaid expenses and other assets                                                           (58)               91
      Accrued interest payable                                                                     38                 4
      Accounts payable on mortgage loans serviced for others                                      (13)              207
      Other liabilities                                                                           108               (18)
      Federal income taxes
        Current                                                                                    46               (63)
        Deferred                                                                                   (8)              (24)
                                                                                               ------            ------
          Net cash provided by operating activities                                               766             2,255

Cash flows provided by (used in) investing activities:
  Purchase of investment securities designated as held to maturity                                  -            (7,500)
  Proceeds from maturity of investment securities                                                  55             1,066
  Purchase of mortgage-backed securities                                                       (1,000)           (6,985)
  Principal repayments on mortgage-backed securities                                            1,878             2,722
  Loan principal repayments                                                                    16,329            20,545
  Loan disbursements                                                                          (21,390)          (37,941)
  Purchase of office premises and equipment - net                                                (659)           (1,128)
  Purchase of Federal Home Loan Bank stock                                                       (103)                -
  Decrease in certificates of deposit in other financial institutions                           3,300             2,000
                                                                                               ------            ------
          Net cash used in investing activities                                                (1,590)          (27,221)
                                                                                               ------            ------

          Net cash used in operating and investing activities
            (balance carried forward)                                                            (824)          (24,966)
                                                                                               ------            ------
</TABLE>






                                        6


<PAGE>


                         Wayne Savings Bancshares, Inc.

<TABLE>
<CAPTION>
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                     For the six months ended September 30,
                                 (In thousands)

                                                                                                   2000            1999
<S>                                                                                                 <C>            <C>
          Net cash used in operating and investing activities
            (balance brought forward)                                                           $  (824)       $(24,966)

Cash flows provided by (used in) financing activities:
  Net increase in deposit accounts                                                                  745          23,202
  Proceeds from Federal Home Loan Bank advances                                                   7,000               -
  Repayment of Federal Home Loan Bank advances                                                   (9,000)         (1,000)
  Advances by borrowers for taxes and insurance                                                     (25)              2
  Proceeds from exercise of stock options                                                            36               6
  Dividends paid on common stock                                                                   (558)           (392)
  Purchase of treasury shares                                                                       (18)           (106)
                                                                                                 ------         -------
          Net cash provided by (used in) financing activities                                    (1,820)         21,712
                                                                                                 ------         -------

Net decrease in cash and cash equivalents                                                        (2,644)         (3,254)

Cash and cash equivalents at beginning of period                                                 14,309          16,245
                                                                                                 ------         -------

Cash and cash equivalents at end of period                                                      $11,665        $ 12,991
                                                                                                 ======         =======


Supplemental  disclosure of cash flow  information:
  Cash paid during the period for:
    Federal income taxes                                                                        $   290        $    396
                                                                                                 ======         =======

    Interest on deposits and borrowings                                                         $ 6,371        $  5,769
                                                                                                 ======         =======


Supplemental disclosure of noncash investing activities:
  Unrealized gains (losses) on securities designated as
    available for sale, net of related tax effects                                              $    25        $    (48)
                                                                                                 ======         =======

  Recognition of mortgage servicing rights in accordance
    with SFAS No. 125                                                                           $    41        $     33
                                                                                                 ======         =======

  Issuance of mortgage loan upon sale of real estate
     acquired through foreclosure                                                               $     -        $    699
                                                                                                 ======         =======
</TABLE>












                                        7


<PAGE>


                         Wayne Savings Bancshares, Inc.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      For the six and three month periods ended September 30, 2000 and 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,  2000.  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 six and three month periods
         ended September 30, 2000 are not necessarily  indicative of the results
         which may be expected for an entire fiscal year.

2.       Principles of Consolidation

         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").  In fiscal  1999,  the Bank formed a new federal  savings bank
         subsidiary in North Canton,  Ohio named  Village  Savings Bank,  F.S.B.
         ("Village"), together referred to as "the Banks".

          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.  Diluted
         earnings per common share  include the  dilutive  effect of  additional
         potential common shares issuable under the Company's stock option plan.
         The computations were as follows:

















                                        8

<PAGE>
                         Wayne Savings Bancshares, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

      For the six and three month periods ended September 30, 2000 and 1999


3.       Earnings Per Share (continued)
<TABLE>
<CAPTION>

         For the six months ended September 30                   2000                  1999
<S>                                                             <C>                   <C>
         Weighted average common shares
           outstanding (basic)                              2,604,077             2,603,715

         Dilutive effect of assumed exercise
           of stock options                                    13,654                18,903
                                                            ---------             ---------

         Weighted average common shares
           outstanding (diluted)                            2,617,731             2,622,618
                                                            =========             =========


         For the three months ended September 30                 2000                  1999

         Weighted average common shares
           outstanding (basic)                              2,604,507             2,603,235

         Dilutive effect of assumed exercise
           of stock options                                    13,520                18,903
                                                            ---------            ---------

         Weighted average common shares
           outstanding (diluted)                            2,618,027             2,622,138
                                                            =========             =========
</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.





                                        9

<PAGE>
                         Wayne Savings Bancshares, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

      For the six and three month periods ended September 30, 2000 and 1999


4.       Effects of Recent Accounting Pronouncements (continued)

         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.

         In  September  2000,  the FASB  issued  SFAS No.  140  "Accounting  for
         Transfers  and  Servicing of Financial  Assets and  Extinguishments  of
         Liabilities",   which  revises  the  standards   for   accounting   for
         securitizations  and other transfers of financial assets and collateral
         and  requires  certain  disclosures,  but  carries  over  most  of  the
         provisions  of SFAS No. 125  without  reconsideration.  SFAS No. 140 is
         effective  for   transfers  and  servicing  of  financial   assets  and
         extinguishments  of  liabilities  occurring  after March 31, 2001.  The
         Statement  is  effective  for  recognition  and   reclassification   of
         collateral and for disclosures relating to securitization  transactions
         and collateral  for fiscal years ending after  December 15, 2000.  SFAS
         No.  140 is not  expected  to have a material  effect on the  Company's
         financial position or results of operations.






























                                       10

<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, 2000 to September 30,
2000

At  September  30,  2000,  the Company  had total  assets of $303.1  million,  a
decrease  of  $994,000,  or .3%,  from  March 31,  2000.  The  decrease  was due
primarily  to a $2.0  million  reduction  in the  balance of  advances  from the
Federal  Home Loan Bank,  partially  offset by an increase in deposits  totaling
$745,000.

Cash  and  due  from  banks,  federal  funds  sold,  interest-bearing  deposits,
certificates of deposit and investment  securities totaled  approximately  $35.5
million, a decrease of approximately $6.0 million, or 14.4%, from March 31, 2000
levels.  Regulatory liquidity approximated 16.6% at September 30, 2000, compared
to 17.9% at March 31, 2000.  During the quarter ended September 30, 2000, excess
liquidity was used to fund loan originations and to repay Federal Home Loan Bank
advances.

Mortgage-backed  securities decreased to approximately $9.6 million at September
30,  2000 as  compared  to $10.5  million at March 31,  2000.  The  decrease  of
$847,000,  or 8.1%,  was primarily due to principal  repayments of $1.9 million,
partially offset by purchases totaling $1.0 million.

Loans  receivable  and  loans  held for sale  increased  by  approximately  $5.3
million,  or 2.2%,  over the March 31, 2000 total.  This increase  resulted from
loan  disbursements  of $25.8 million,  which were partially offset by principal
repayments of $16.3  million and sales of $4.1  million.  The allowance for loan
losses totaled  $868,000 at September 30, 2000, as compared to $793,000 at March
31,  2000.  Nonperforming  loans  totaled  $253,000  at  September  30, 2000 and
$200,000 at March 31, 2000.  The  allowance for loan losses  totaled  343.0% and
396.5%  of  nonperforming  loans at  September  30,  2000 and  March  31,  2000,
respectively. Although management believes that its allowance for loan losses at
September  30,  2000,   was  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  $745,000,  or .3%, from the March 31, 2000
level to $265.7  million at  September  30,  2000.  The increase in deposits was
primarily  attributable  to growth  achieved  at new  branch  office  locations,
coupled  with  management's  continuing  efforts to  achieve a moderate  rate of
growth through marketing and other 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 September  30, 2000,  both Wayne Savings and Village's
regulatory capital exceeded all minimum capital requirements.











                                       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 Six Month  Periods Ended  September 30,
2000 and 1999

Net earnings  totaled  $655,000 for the six months ended  September 30, 2000, as
compared to net earnings of $645,000 for the same period in 1999, an increase of
$10,000,  or 1.6%.  The  increase in net  earnings  resulted  primarily  from an
increase of $121,000,  or 34.0% in other income, which was partially offset by a
decrease of $27,000,  or .6%, in net interest income, an increase of $29,000, or
65.9%, in the provision for losses on loans, an increase of $48,000, or 1.3%, in
general,  administrative  and other  expenses,  and an increase of $7,000 in the
provision for federal income taxes.

Net Interest Income

Interest income on loans and mortgage-backed securities totaled $9.6 million for
the six months ended September 30, 2000, an increase of $493,000,  or 5.4%, over
the same period in 1999.  The increase can be  primarily  attributed  to a $16.5
million,  or 7.0%,  increase in the average balance of loans and mortgage-backed
securities outstanding.

Interest  income on  investments  and  interest-bearing  deposits  increased  by
$116,000,  or 11.4%, during the six months ended September 30, 2000, as compared
to the same  period in 1999,  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  increased by $636,000,  or 11.0%,
during the six months ended  September  30, 2000,  over the same period in 1999.
The increase can be primarily  attributed to a $19.4 million,  or 7.6%, increase
in the average balance of  interest-bearing  liabilities  year to year,  coupled
with an increase in the average cost.

As a result of the foregoing  changes in interest  income and interest  expense,
net interest  income  decreased by $27,000,  or .6%, during the six months ended
September 30, 2000, as compared to the same period in 1999.

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 a $73,000
provision for losses on loans during the six months ended September 30, 2000, an
increase of $29,000, or 65.9%, over the comparable 1999 period, primarily due to
growth  in the  loan  portfolio  coupled  with  management's  assessment  of the
collateral  securing  nonperforming  loans. 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.





                                       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 Six Month  Periods Ended  September 30,
2000 and 1999 (continued)

Other Income

Other income  totaled  $477,000 for the six months ended  September 30, 2000, an
increase of $121,000,  or 34.0%, over the comparable 1999 period.  This increase
was due primarily to an $87,000,  or 26.0%,  increase in service fees,  charges,
and other  operating  income coupled with a $34,000  increase in gain on sale of
loans.  The increase in service  fees,  charges and other  operating  income was
comprised  primarily of increases  in service  charges on checking  accounts and
deposit transactions.

General, Administrative and Other Expense

General,  administrative and other expense increased by $48,000, or 1.3%, during
the current six month period, due primarily to a $214,000, or 11.3%, increase in
employee  compensation  and benefits and a $10,000,  or 1.3%,  increase in other
operating  expenses,  which were partially  offset by a decrease of $54,000,  or
7.4%,  in  occupancy  and  equipment,  a $69,000,  or 68.3%  decrease in federal
deposit  insurance  premiums,  and a $53,000,  or 30.0%,  decrease in  franchise
taxes.  The  increase  in  employee   compensation  and  benefits  is  primarily
attributed  to  additional  staffing  requirements  coupled  with  normal  merit
increases.  The increase in other  operating  expenses is due to attendant costs
related to account growth.  The decrease in federal deposit  insurance  premiums
was due to  decreased  premium  rates.  The  decrease  in  franchise  taxes  was
primarily attributable to the net operating loss at Village.

Federal Income Taxes

The provision for federal  income taxes  amounted to $340,000 for the six months
ended  September  30, 2000,  an increase of $7,000,  or 2.1%, as compared to the
same period in 1999. The increase  resulted  primarily from a $17,000,  or 1.7%,
increase in pretax  earnings  year to year.  The  effective tax rate for the six
months ended September 30, 2000 and 1999 was 34.2%, and 34.0%, respectively.



















                                       13
<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 September 30,
2000 and 1999

Net earnings  totaled $365,000 for the three months ended September 30, 2000, as
compared to net earnings of $303,000 for the same period in 1999, an increase of
$62,000,  or 20.5%.  The increase in net  earnings  resulted  primarily  from an
increase  of  $92,000,  or 55.1%,  in other  income,  and a  $108,000,  or 5.7%,
decrease in general,  administrative,  and other expenses,  which were partially
offset by a decrease of $106,000,  or 4.8%, in net interest income and a $33,000
increase in the provision for federal income taxes.

Net Interest Income

Interest income on loans and mortgage-backed  securities  increased by $146,000,
or 3.1%,  for the three months ended  September 30, 2000 over the same period in
1999.  The increase can be  primarily  attributed  to an increase in the average
balance of loans and mortgage-backed securities outstanding.

Interest income on investments and interest-bearing  deposits increased $32,000,
or 6.1%, during the current  three-month  period, as compared to the same period
in 1999, as a result of an increase in the average  balance of  interest-earning
assets from year to year.

Interest expense on deposits and borrowings increased by $284,000,  or 9.6%, for
the three month period ended  September 30, 2000 over the  comparable  period in
1999.  The increase can be  primarily  attributed  to an increase in the average
balance of interest-bearing liabilities 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 $22,000  provision  for losses on loans  during the three
months ended  September 30, 2000. The provision for losses on loans was recorded
based upon growth in the loan  portfolio,  management's  assessment  of the risk
inherent in the loan  portfolio and  management's  assessment of the  collateral
securing  non-performing  loans.  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.












                                       14

<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 September 30,
2000 and 1999 (continued)

Other Income

Other income totaled  $259,000 for the three months ended September 30, 2000, an
increase of $92,000 or 55.1%, over the comparable 1999 period. This increase was
due primarily to the $34,000  increase in gain on sale of loans,  coupled with a
$58,000, or 34.9%, increase in service fees, charges and other operating income.
The  increase in service fees  related  primarily to increased  fees on checking
accounts and deposit transactions.

General, Administrative and Other Expense

General, administrative and other expense decreased by $108,000, or 5.7%, during
the current  three-month  period compared to the same quarter in 1999.  Employee
compensation and benefits increased by $73,000, or 7.5%, during the three months
ended  September 30, 2000 as compared to the same period in 1999.  Occupancy and
equipment decreased by $41,000, or 10.5%, over the same period.  Federal deposit
insurance  premiums  decreased by $52,000,  or 78.8%.  Other  operating  expense
decreased  by $73,000,  or 19.0%.  The  increase in  employee  compensation  and
benefits  was due  primarily  to an increase  in  staffing  levels year to year,
coupled with normal merit increases.  The decrease in federal deposit  insurance
premiums was due to a premium rate reduction  implemented in 2000. The decreases
in occupancy and equipment and other operating  expenses  primarily  reflect the
effects  of a cost  containment  program  instituted  by  management  during the
quarter.

Federal Income Taxes

The provision for federal income taxes amounted to $191,000 for the three months
ended  September 30, 2000, an increase of $33,000,  or 20.9%, as compared to the
same period in 1999.  The increase was due  primarily to the $95,000,  or 20.6%,
increase in pre-tax earnings year to year. The effective tax rates for the three
months ended September 30, 2000 and 1999 were 34.4% and 34.3%, respectively.


















                                       15


<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

         Not applicable


ITEM 6.  Exhibits and Reports on Form 8-K

         Exhibits:
           27                          Financial Data Schedule for the six month
                                       period ended September 30, 2000.





















                                       16


<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:  November 10, 2000                   By: /s/Charles F. Finn
       -----------------                       --------------------------
                                                 Charles F. Finn
                                                 Chairman and President





Date:  November 10, 2000                   By: /s/Todd Tappel
      ------------------                       --------------------------
                                                 Todd Tappel
                                                 Chief Financial Officer




































                                       17