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             June 30, 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 August 4,  1999,  the latest  practicable  date,  2,603,750  shares of the
registrant's common stock, $1.00 par value,
were issued and outstanding.









                               Page 1 of 15 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                                                 14

SIGNATURES                                                                   15



<PAGE>

<TABLE>

                         Wayne Savings Bancshares, Inc.
<CAPTION>

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)
                                                                                                June 30,      March 31,
         ASSETS                                                                                     1999           1999
<S>                                                                                                <C>              <C>
Cash and due from banks                                                                         $  2,093       $  1,540
Federal funds sold                                                                                 5,025          4,295
Interest-bearing deposits in other financial institutions                                          9,813         10,410
                                                                                                 -------        -------
         Cash and cash equivalents                                                                16,931         16,245

Certificates of deposit in other financial institutions                                            6,000          6,000
Investment securities - at amortized cost, approximate
  market value of $12,539 and $11,752 as of June 30, 1999
  and March 31, 1999                                                                              12,780         11,830
Mortgage-backed securities available for sale - at market                                         10,174          6,411
Mortgage-backed securities - at cost, approximate
  market value of $632 and $811 as of June 30, 1999
  and March 31, 1999                                                                                 656            819
Loans receivable - net                                                                           223,947        214,094
Loans held for sale - at lower of cost or market                                                      -           1,585
Real estate acquired through foreclosure                                                              41             41
Office premises and equipment - at depreciated cost                                                8,543          7,748
Federal Home Loan Bank stock - at cost                                                             2,998          2,919
Accrued interest receivable on loans                                                               1,154          1,134
Accrued interest receivable on mortgage-backed securities                                             39             28
Accrued interest receivable on investments and interest-bearing deposits                             271            184
Prepaid expenses and other assets                                                                  1,358          1,933
Prepaid federal income taxes                                                                          99            303
                                                                                                 -------        -------

         Total assets                                                                           $284,991       $271,274
                                                                                                 =======        =======

         LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                                                        $249,442       $235,327
Advances from the Federal Home Loan Bank                                                           9,000          9,000
Advances by borrowers for taxes and insurance                                                        423            821
Accrued interest payable                                                                             194            179
Accounts payable on mortgage loans serviced for others                                               202            108
Other liabilities                                                                                    371            497
Deferred federal income taxes                                                                        364            386
                                                                                                 -------        -------
         Total liabilities                                                                       259,996        246,318

Stockholders' equity
  Common stock (20,000,000  shares of $1.00 par value authorized;
    2,630,033 and 2,505,082 shares issued at June 30, 1999
    and March 31, 1999)                                                                            2,630          2,505
  Additional paid-in capital                                                                      14,384         12,480
  Retained earnings - substantially restricted                                                     8,543         10,437
  Less 25,683 and 22,583 shares, respectively, of treasury stock - at cost                          (520)          (468)
  Unrealized gains (losses) on securities available for sale, net of related tax effects             (42)             2
                                                                                                 -------        -------
         Total stockholders' equity                                                               24,995         24,956
                                                                                                 -------        -------

         Total liabilities and stockholders' equity                                             $284,991       $271,274
                                                                                                 =======        =======


</TABLE>


                                        3


<PAGE>

<TABLE>

                         Wayne Savings Bancshares, Inc.
<CAPTION>

                       CONSOLIDATED STATEMENTS OF EARNINGS

                       For the three months ended June 30,
                        (In thousands, except share data)

                                                                       1999             1998
<S>                                                                    <C>             <C>
Interest income
  Loans                                                              $4,304           $4,294
  Mortgage-backed securities                                            108               71
  Investment securities                                                 170              219
  Interest-bearing deposits and other                                   324              281
                                                                      -----            -----
         Total interest income                                        4,906            4,865

Interest expense
  Deposits                                                            2,682            2,607
  Borrowings                                                            127              194
                                                                      -----            -----
         Total interest expense                                       2,809            2,801
                                                                      -----            -----

         Net interest income                                          2,097            2,064

Provision for losses on loans                                            21               15
                                                                      -----            -----

         Net interest income after provision for
           losses on loans                                            2,076            2,049

Other income
  Gain on sale of loans                                                  20               89
  Gain on sale of assets                                                  1                1
  Service fees, charges and other operating                             169              170
                                                                      -----            -----
         Total other income                                             190              260

General, administrative and other expense
  Employee compensation and benefits                                    877              837
  Occupancy and equipment                                               342              272
  Federal deposit insurance premiums                                     50               50
  Franchise taxes                                                        88               82
  Other operating                                                       392              345
                                                                      -----            -----
         Total general, administrative and other expense              1,749            1,586
                                                                      -----            -----

         Earnings before income taxes                                   517              723

Federal income taxes
  Current                                                               376              249
  Deferred                                                             (201)              (3)
                                                                      -----            -----
         Total federal income taxes                                     175              246
                                                                      -----            -----

         NET EARNINGS                                                $  342           $  477
                                                                      =====            =====

         EARNINGS PER SHARE

            Basic                                                     $0.13            $0.18
                                                                       ====             ====

            Diluted                                                   $0.13            $0.18
                                                                       ====             ====

</TABLE>

                                        4


<PAGE>

<TABLE>

                         Wayne Savings Bancshares, Inc.
<CAPTION>

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                       For the three months ended June 30,
                        (In thousands, except share data)

                                                                                         1999             1998
<S>                                                                                       <C>              <C>
Net earnings                                                                             $342             $477

Other comprehensive income (loss) net of tax:
  Unrealized holding losses on securities during the period, net of tax                   (44)              (5)
                                                                                          ---              ---

Comprehensive income                                                                     $298             $472
                                                                                          ===              ===

Accumulated comprehensive income (loss)                                                  $(42)            $  2
                                                                                          ===              ===

</TABLE>



































                                        5



<PAGE>

<TABLE>

                         Wayne Savings Bancshares, Inc.
<CAPTION>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                       For the three months ended June 30,
                                 (In thousands)

                                                                                                 1999              1998
<S>                                                                                             <C>                 <C>
Cash flows from operating activities:
  Net earnings for the period                                                                 $   342           $   477
  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                                              4                 6
    Amortization of deferred loan origination fees                                               (116)             (159)
    Depreciation and amortization                                                                 168               116
    Loans originated for sale in the secondary market                                          (1,750)           (3,580)
    Proceeds from sale of loans                                                                 3,321             3,840
    (Gain) loss on sale of loans                                                                   14               (51)
    Provision for losses on loans                                                                  21                15
    Federal Home Loan Bank stock dividends                                                        (51)              (49)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable on loans                                                        (20)               (3)
      Accrued interest receivable on mortgage-backed securities                                   (11)              (12)
      Accrued interest receivable on investments and interest-bearing deposits                    (86)             (107)
      Prepaid expenses and other assets                                                           574              (357)
      Accrued interest payable                                                                     15                (7)
      Accounts payable on mortgage loans serviced for others                                       94               (48)
      Other liabilities                                                                          (126)               82
      Federal income taxes
        Current                                                                                    25               164
        Deferred                                                                                 (201)               (3)
                                                                                               ------            ------
          Net cash provided by operating activities                                             2,217               324

Cash flows provided by (used in) investing activities:
  Purchase of investment securities                                                            (2,000)           (4,070)
  Proceeds from maturity of investment securities                                               1,062             1,537
  Purchase of mortgaged-backed securities                                                      (4,835)           (3,331)
  Principal repayments on mortgage-backed securities                                            1,164               481
  Loan principal repayments                                                                    12,225            19,109
  Loan disbursements                                                                          (21,669)          (17,846)
  Purchase of office premises and equipment - net                                                (952)             (109)
  Proceeds from sale of real estate acquired through foreclosure                                   -                 63
  Decrease in certificates of deposit in other financial institutions                              -              7,000
                                                                                               ------            ------
          Net cash provided by (used in) investing activities                                 (15,005)            2,834
                                                                                               ------            ------

          Net cash provided by (used in) operating and investing activities
            (balance carried forward)                                                         (12,788)            3,158
                                                                                               ------            ------
</TABLE>






                                        6


<PAGE>

<TABLE>

                         Wayne Savings Bancshares, Inc.
<CAPTION>

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                       For the three months ended June 30,
                                 (In thousands)

                                                                                        1999            1998
<S>                                                                                    <C>               <C>
          Net cash provided by (used in) operating and investing activities
            (balance brought forward)                                               $(12,788)        $ 3,158

Cash flows provided by (used in) financing activities:
  Net increase (decrease) in deposit accounts                                         14,115            (206)
  Proceeds from Federal Home Loan Bank advances                                           -            7,000
  Repayment of Federal Home Loan Bank advances                                            -           (7,000)
  Advances by borrowers for taxes and insurance                                         (398)           (621)
  Proceeds from exercise of stock options                                                  1              15
  Dividends paid on common stock                                                        (192)           (169)
  Purchase of treasury shares                                                            (52)             -
                                                                                     -------          ------
          Net cash provided by (used in) financing activities                         13,474            (981)
                                                                                     -------          ------

Net increase in cash and cash equivalents                                                686           2,177

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

Cash and cash equivalents at end of period                                          $ 16,931         $15,346
                                                                                     =======          ======


Supplemental  disclosure of cash flow  information:
  Cash paid during the period for:
    Federal income taxes                                                            $     -          $    85
                                                                                     =======          ======

    Interest on deposits and borrowings                                             $  2,794         $ 2,808
                                                                                     =======          ======


Supplemental disclosure of noncash investing activities:
  Unrealized losses on securities designated as
    available for sale, net of related tax effects                                  $    (44)        $    (5)
                                                                                     =======          ======

  Recognition of mortgage servicing rights in accordance
    with SFAS No. 125                                                               $     34         $    38
                                                                                     =======          ======



</TABLE>








                                        7


<PAGE>


                         Wayne Savings Bancshares, Inc.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    For the three months ended June 30, 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.  In fiscal  1999,  Wayne  Savings  Community  Bank  ("Wayne
         Savings" or 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".

         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  increases the number of
         Wayne Savings full-service offices from six to eight, with four 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  month  period  ended  June 30,  1999 are not
         necessarily  indicative  of the results  which may be  expected  for an
         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 and dividends per share have been restated
         for the  stock  split  and all  stock  dividends  through  the  date of
         issuance of the financial statements. The computations were as follows:




                                        8


<PAGE>


                         Wayne Savings Bancshares, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                    For the three months ended June 30, 1999


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

         For the three months ended June 30,                     1999                  1998
<S>                                                             <C>                   <C>
         Weighted average common shares
           outstanding (basic)                              2,604,350             2,607,750

         Dilutive effect of assumed exercise
           of stock options                                    20,807                38,541
                                                            ---------             ---------

         Weighted average common shares
           outstanding (diluted)                            2,625,157             2,646,291
                                                            =========             =========
</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 June 30, 1999

At June 30, 1999, the Company had total assets of $285.0 million, an increase of
$13.7 million, or 5.1%, over March 31, 1999.

Cash  and  due  from  banks,  federal  funds  sold,  interest-bearing  deposits,
certificates of deposit and investment  securities totaled  approximately  $35.7
million, an increase of approximately $1.6 million,  over March 31, 1999 levels.
Regulatory  liquidity  approximated 13.8% at June 30, 1999, compared to 11.0% at
March 31, 1999.

Loans  receivable  increased by  approximately  $8.3 million,  or 3.8%, over the
March 31, 1999 total.  This increase  resulted from loan  disbursements of $23.4
million,  which were partially  offset by principal  repayments of $12.2 million
and sales of $3.3 million.  The allowance  for loan losses  totaled  $706,000 at
June 30, 1999,  as compared to $678,000 at March 31, 1999.  Nonperforming  loans
totaled  $275,000 at June 30, 1999 and $280,000 at March 31, 1999. The allowance
for loan losses  totaled  256.7% and 242.1% of  nonperforming  loans at June 30,
1999 and March 31, 1999,  respectively.  Although  management  believes that its
allowance for loan losses at June 30, 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  $14.1 million, or 6.0%, during the quarter,
to a total of $249.4  million at June 30,  1999.  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 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 June  30,  1999,  both  Wayne  Savings  and  Village's
regulatory capital exceeded all minimum capital requirements.

Comparison of Operating  Results for the Three Month Periods Ended June 30, 1999
and 1998

Net earnings  totaled  $342,000  for the three  months  ended June 30, 1999,  as
compared to net  earnings of $477,000 for the same period in 1998, a decrease of
$135,000,  or 28.3%.  The decrease in net earnings  resulted  primarily  from an
increase of $163,000, or 10.3%, in general, administrative and other expense and
a decrease in other income of $70,000,  or 26.9%, which were partially offset by
an increase of $33,000, or 1.6%, in net interest income.








                                       10


<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 June 30, 1999
and 1998 (continued)

Net Interest Income

Interest on loans and  mortgage-backed  securities  totaled $4.4 million for the
three months ended June 30, 1999, an increase of $47,000, or 1.1%, over the same
period in 1998. The increase can be primarily  attributed to a $16.0 million, or
7.5%,  increase in the average balance of loans and  mortgage-backed  securities
outstanding.

Interest on investments and  interest-bearing  deposits  decreased by $6,000, or
1.2%,  during the three  months  ended June 30,  1999,  as  compared to the same
period in 1998,  as a result of a slight  decrease in the average  balance  from
year to year, coupled with a decrease in the average yield.

Interest expense on deposits and borrowings increased by $8,000, or 0.3%, during
the three months ended June 30, 1999, over the same period in 1998. The increase
can be  primarily  attributed  to an $18.0  million,  or 7.7%,  increase  in the
average balance of interest-bearing liabilities year to year.

As a result of the foregoing  changes in interest  income and interest  expense,
net interest income increased by $33,000, or 1.6%, during the three months ended
June 30, 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 a $21,000
provision  for losses on loans  during  the three  months  ended June 30,  1999,
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.

Other Income

Other  income  totaled  $190,000  for the three  months  ended June 30,  1999, a
decrease of $70,000,  or 26.9%,  from the comparable 1998 period.  This decrease
was due primarily to the $69,000, or 77.5%, decrease in gain on sale of loans.





                                       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 Three Month Periods Ended June 30, 1999
and 1998 (continued)

General, Administrative and Other Expense

General,  administrative  and other  expense  increased by  $163,000,  or 10.3%,
during the current  three month period,  due  primarily to a $70,000,  or 25.7%,
increase in occupancy and equipment,  a $40,000,  or 4.8%,  increase in employee
compensation and benefits and a $47,000,  or 13.6%,  increase in other operating
expenses.  The  increases  were due primarily to the costs  associated  with the
addition of Village and new branches as previously discussed.

Federal Income Taxes

The provision for federal income taxes amounted to $175,000 for the three months
ended June 30,  1999, a decrease of $71,000,  or 28.9%,  as compared to the same
period in 1998.  The  decrease  resulted  primarily  from a $206,000,  or 28.5%,
decrease in pretax  earnings year to year. The effective tax rates for the three
months ended June 30, 1999 and 1998 were 33.8% and 34.0%, respectively.


Year 2000 Compliance Matters

The Year 2000 ("Y2K") issue is the result of computer programs using a two-digit
format,  as opposed to four digits,  to indicate the year. Such computer systems
will be unable to  interpret  dates  beyond the year 1999,  which  could cause a
system  failure or other computer  errors,  leasing to disruption in operations.
The  potential  impact is that  date  sensitive  calculations  would be based on
erroneous  data or could  cause a system  failure.  This  affects  all  forms of
financial    accounting    including    interest    computation,    due   dates,
pensions/personnel benefits, and investments. It can also affect record keeping.

In 1997, the Company developed a five-phase program for Y2K information  systems
compliance.  Phase I is awareness  which consisted of establishing a Y2K project
team and gaining  executive-level  support for  resources  necessary  to perform
compliance work. Phase II is assessment which consisted of the identification of
all hardware,  software,  networks,  automated  teller  machines,  other various
processing platforms, and customer and vendor interdependencies  affected by the
Y2K date change.  Phase III is  renovation  consisting  of hardware and software
upgrades,  system  replacements,  vendor  certification,  and  other  associated
changes for known non-compliant applications.  Phase IV is validation consisting
of testing hardware,  software, and systems to assure Y2K compliance. Phase V is
implementation  whereby a contingency plan is enacted for any system failing Y2K
testing.

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 has been ongoing  discussions  and  monitoring of vendors'
progress.




                                       12


<PAGE>


                         Wayne Savings Bancshares, Inc.

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


Year 2000 Compliance Matters (continued)

The Company  has  received  confirmation  from its  vendors  that Y2K  compliant
versions of their systems are  available.  The Company  either had the compliant
version in place or has replaced a non-compliant version with the compliant one.

The most critical  phase is  validation.  Although  vendors have  certified that
their  systems are  compliant,  the Company plans to test these  systems,  using
critical future dates.  There are numerous  testing  methodologies  to cover the
unique   interdependencies   between  the  vendors  and  the  Company.   Testing
methodologies used by the Company will include  point-to-point (tests verify the
ability of a financial  institution  to transmit data directly to another entity
of system);  end-to-end  (tests  verify the  ability of a financial  institution
originating a transaction to transmit test data to a receiving  entity or system
through  an  intermediary);  and  proxy  (the  service  provider  tests  with  a
representative sample of financial  institutions who use a particular service on
the same platform).

The Company's Y2K action plan requires that mission-critical  systems testing be
substantially  completed  by March 31,  1999.  A  mission-critical  system is an
application  or system  that is vital to the  successful  continuance  of a core
business activity. The Company complied with the March 31, 1999 deadline and all
mission-critical systems have been deemed Y2K compliant. Testing of material non
mission-critical  systems  began by March 31, 1999 and was completed by June 30,
1999.

The  Company  had  budgeted  approximately  $50,000  for hard  costs  related to
renovation and testing. Approximately $30,000 of the budget has been expended.

The  Company  has  developed  a business  resumption  contingency  plan for each
mission-critical  system in the event that there are system failures at critical
dates.  The  contingency  plan  consists of: event  timelines,  business  impact
analysis, alternative options, minimum acceptable levels of output and services,
and core business  processes that need to be recovered.  The contingency plan is
not static.  It will receive  constant  attention  through the  remainder of the
year.

The Company  expects that  customers  may desire to withdraw  funds in the weeks
preceding  the  century  date  change.   In  order  to  address  that  potential
consequence,  the Company will need to have sufficient liquid assets towards the
end of the year.  The Company is  currently  significantly  in excess of the OTS
liquidity  requirements  and  anticipates  remaining   significantly  in  excess
throughout fiscal year 2000.










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<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

          On July 22,1999, the Annual Meeting of the Company's  Stockholders was
          held.  Two  directors  were  elected to terms  expiring in 2002 by the
          following votes:

               Charles F. Finn     For:  2,205,390     Withheld:  3,530
               Joseph L. Retzler   For:  2,205,610     Withheld:  3,310

          One other  matter was  submitted  to the  stockholders,  for which the
          following votes were cast:

                  Ratification  of the  appointment  of  Grant  Thornton  LLP as
                  independent  auditors of the Company for the fiscal year ended
                  March 31, 2000.

                      For:  2,197,953   Against:  1,548    Abstain:  9,419

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 Wayne's  outstanding  stock, over the next 12 months.
          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

         Exhibits:
           27.1                   Financial Data Schedule for the three month
                                  period ended June 30, 1999.

           27.2                   Restated Financial Data Schedule for the three
                                  month period ended June 30, 1998.



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<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:        August 10, 1999                     By: /s/Charles F. Finn
                                                     Charles F. Finn
                                                     Chairman and President





Date:        August 10, 1999                     By: /s/Todd Tappel
                                                     Todd Tappel
                                                     Chief Financial Officer

































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