FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20552

(Mark One)

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

For the quarterly period ended         December 31, 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 February 7, 2001, the latest  practicable  date,  2,584,293  shares of the
registrant's common stock, $1.00 par value, were issued and outstanding.












                               Page 1 of 16 pages


<PAGE>


                         Wayne Savings Bancshares, Inc.

                                      INDEX

                                                                        Page

PART I  -  FINANCIAL INFORMATION

           Consolidated Statements of Financial Condition                  3

           Consolidated Statements of Earnings                             4

           Consolidated Statements of Comprehensive Income                 5

           Consolidated Statements of Cash Flows                           6

           Notes to Consolidated Financial Statements                      8

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


PART II - OTHER INFORMATION                                               15

SIGNATURES                                                                16



























                                        2

<PAGE>


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

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)
                                                                                            December 31,      March 31,
         ASSETS                                                                                     2000           2000
<S>                                                                                                 <C>            <C>
Cash and due from banks                                                                         $  2,954       $  2,502
Federal funds sold                                                                                 2,800          3,475
Interest-bearing deposits in other financial institutions                                          8,432          8,332
                                                                                                 -------        -------
         Cash and cash equivalents                                                                14,186         14,309

Certificates of deposit in other financial institutions                                              700          4,000
Investment securities held to maturity - at amortized cost, approximate
  market value of $22,070 and $22,634 as of December 31, 2000
  and March 31, 2000, respectively                                                                22,148         23,199
Mortgage-backed securities available for sale - at market                                          3,006          3,450
Mortgage-backed securities held to maturity - at cost, approximate
  market value of $5,886 and $6,938 as of December 31, 2000
  and March 31, 2000, respectively                                                                 5,947          7,046
Loans receivable - net                                                                           244,499        237,095
Loans held for sale - at lower of cost or market                                                     848            317
Real estate acquired through foreclosure                                                              26             90
Office premises and equipment - at depreciated cost                                                8,479          8,160
Federal Home Loan Bank stock - at cost                                                             3,449          3,160
Accrued interest receivable on loans                                                               1,328          1,255
Accrued interest receivable on mortgage-backed securities                                             55             60
Accrued interest receivable on investments and interest-bearing deposits                             457            354
Prepaid expenses and other assets                                                                  1,057          1,390
Prepaid federal income taxes                                                                         157            184
                                                                                                 -------        -------

         Total assets                                                                           $306,342       $304,069
                                                                                                 =======        =======

         LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                                                        $268,285       $264,952
Advances from the Federal Home Loan Bank                                                          10,000         12,000
Advances by borrowers for taxes and insurance                                                      1,469            777
Accrued interest payable                                                                              36            228
Accounts payable on mortgage loans serviced for others                                               171            100
Other liabilities                                                                                    713            516
Deferred federal income taxes                                                                        461            375
                                                                                                 -------        -------

         Total liabilities                                                                       281,135        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 December 31, 2000
    and March 31, 2000, respectively)                                                              2,638          2,632
  Additional paid-in capital                                                                      14,423         14,393
  Retained earnings - substantially restricted                                                     8,968          8,777
  Less 45,542 and 33,214 shares, respectively, of treasury stock - at cost                          (833)          (645)
  Accumulated comprehensive income (loss), unrealized gains (losses) on
    securities available for sale, net of related tax effects                                         11            (36)
                                                                                                 -------        -------

         Total stockholders' equity                                                               25,207         25,121
                                                                                                 -------        -------

         Total liabilities and stockholders' equity                                             $306,342       $304,069
                                                                                                 =======        =======
</TABLE>



                                        3


<PAGE>


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

                       CONSOLIDATED STATEMENTS OF EARNINGS

                        (In thousands, except share data)

                                                                           Nine months                   Three months
                                                                              ended                          ended
                                                                           December 31,                  December 31,
                                                                       2000           1999            2000         1999
<S>                                                                    <C>           <C>             <C>           <C>
Interest income
  Loans                                                             $13,952        $13,346          $4,707       $4,558
  Mortgage-backed securities                                            449            442             137          166
  Investment securities                                               1,119            681             362          287
  Interest-bearing deposits and other                                   563            899             182          271
                                                                     ------         ------           -----        -----
         Total interest income                                       16,083         15,368           5,388        5,282

Interest expense
  Deposits                                                            9,370          8,479           3,202        2,960
  Borrowings                                                            360            371             119          117
                                                                     ------         ------           -----        -----
         Total interest expense                                       9,730          8,850           3,321        3,077
                                                                     ------         ------           -----        -----

         Net interest income                                          6,353          6,518           2,067        2,205

Provision for losses on loans                                            75             82               2           38
                                                                     ------         ------           -----        -----

         Net interest income after provision
           for losses on loans                                        6,278          6,436           2,065        2,167

Other income
  Gain on sale of loans                                                 102             32              47           11
  Gain on sale of office premises and equipment                           7             -                7           -
  Service fees, charges and other operating                             657            535             235          200
                                                                     ------         ------           -----        -----
         Total other income                                             766            567             289          211

General, administrative and other expense
  Employee compensation and benefits                                  3,079          2,872             970          977
  Occupancy and equipment                                               906          1,068             229          337
  Federal deposit insurance premiums                                     48            155              16           54
  Franchise taxes                                                       200            266              75           88
  Other operating                                                     1,220          1,203             468          461
                                                                     ------         ------           -----        -----
         Total general, administrative and other expense              5,453          5,564           1,758        1,917
                                                                     ------         ------           -----        -----

         Earnings before income taxes                                 1,591          1,439             596          461

Federal income taxes
  Current                                                               425            489              77          180
  Deferred                                                              116             -              124          (24)
                                                                     ------         ------           -----        -----
         Total federal income taxes                                     541            489             201          156
                                                                     ------         ------           -----        -----

         NET EARNINGS                                               $ 1,050        $   950          $  395       $  305
                                                                     ======         ======           =====        =====

         EARNINGS PER SHARE                                            $.40           $.37            $.15         $.12
                                                                        ===            ===             ===          ===
           Basic
           Diluted                                                     $.40           $.36            $.15         $.12
                                                                        ===            ===             ===          ===
</TABLE>


                                        4


<PAGE>


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

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                        (In thousands, except share data)

                                                                                 Nine months             Three months
                                                                                     ended                   ended
                                                                                 December 31,            December 31,
                                                                                2000       1999         2000       1999
<S>                                                                             <C>         <C>          <C>       <C>
Net earnings                                                                  $1,050       $950         $395       $305

Other comprehensive income (loss) net of tax:
  Unrealized holding gains (losses) on securities, net of
    taxes (benefits) of $24, $(38), $11 and $(13) during the
    respective periods                                                            47        (73)          22        (25)
                                                                               -----        ---          ---        ---

Comprehensive income                                                          $1,097       $877         $417       $280
                                                                               =====        ===          ===        ===

Accumulated comprehensive income (loss)                                       $   11       $(71)        $ 11       $(71)
                                                                               =====        ===          ===        ===
</TABLE>




































                                        5


<PAGE>


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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                     For the nine months ended December 31,
                                 (In thousands)

                                                                                                 2000              1999
<S>                                                                                            <C>                 <C>
Cash flows from operating activities:
  Net earnings for the period                                                                 $ 1,050           $   950
  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                                             15                14
    Amortization of deferred loan origination fees                                               (112)             (414)
    Depreciation and amortization                                                                 222               535
    Gain on sale of office premises and equipment                                                  (7)               -
    Loans originated for sale in the secondary market                                          (7,147)           (2,688)
    Proceeds from sale of loans                                                                 6,663             4,262
    (Gain) loss on sale of loans                                                                  (47)               11
    Provision for losses on loans                                                                  75                82
    Federal Home Loan Bank stock dividends                                                       (186)             (160)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable on loans                                                        (73)              (94)
      Accrued interest receivable on mortgage-backed securities                                     5               (25)
      Accrued interest receivable on investments and interest-bearing deposits                   (103)             (100)
      Prepaid expenses and other assets                                                           333               795
      Accrued interest payable                                                                   (192)             (178)
      Accounts payable on mortgage loans serviced for others                                       71                23
      Other liabilities                                                                           197               128
      Federal income taxes
        Current                                                                                    27              (133)
        Deferred                                                                                  116                -
                                                                                               ------            ------
          Net cash provided by operating activities                                               907             3,008

Cash flows provided by (used in) investing activities:
  Purchase of investment securities                                                                -            (11,500)
  Proceeds from sale of land                                                                      242                -
  Proceeds from maturity of investment securities                                               1,062             2,074
  Purchase of mortgage-backed securities                                                       (1,000)           (6,985)
  Principal repayments on mortgage-backed securities                                            2,534             3,506
  Loan principal repayments                                                                    26,371            32,224
  Loan disbursements                                                                          (33,738)          (52,349)
  Purchase of office premises and equipment - net                                                (776)           (1,235)
  Proceeds from sale of real estate acquired through foreclosure                                   64                 5
  Decrease in certificates of deposit in other financial institutions                           3,300             2,000
  Purchase of Federal Home Loan Bank stock                                                       (103)               -
                                                                                               ------            ------
          Net cash used in investing activities                                                (2,044)          (32,260)
                                                                                               ------            ------

          Net cash used in operating and investing activities
            (balance carried forward)                                                          (1,137)          (29,252)
                                                                                               ------            ------
</TABLE>




                                        6


<PAGE>


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

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                     For the nine months ended December 31,
                                 (In thousands)

                                                                                                   2000            1999
<S>                                                                                                <C>              <C>
         Net cash used in operating and investing activities
           (balance brought forward)                                                            $(1,137)       $(29,252)

  Cash flows provided by (used in) financing activities:
  Net increase in deposit accounts                                                                3,333          31,923
  Proceeds from Federal Home Loan Bank advances                                                  11,000              -
  Repayment of Federal Home Loan Bank advances                                                  (13,000)         (1,000)
  Advances by borrowers for taxes and insurance                                                     692             646
  Proceeds from exercise of stock options                                                            36              12
  Dividends paid on common stock                                                                   (859)           (592)
  Purchase of treasury shares                                                                      (188)           (163)
                                                                                                 ------         -------
          Net cash provided by financing activities                                               1,014          30,826
                                                                                                 ------         -------

Net increase (decrease) in cash and cash equivalents                                               (123)          1,574

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

Cash and cash equivalents at end of period                                                      $14,186        $ 17,819
                                                                                                 ======         =======


Supplemental  disclosure of cash flow  information:
  Cash paid during the period for:
    Federal income taxes                                                                        $   460        $    396
                                                                                                 ======         =======

    Interest on deposits and borrowings                                                         $ 9,922        $  9,028
                                                                                                 ======         =======


Supplemental disclosure of noncash investing activities:
  Unrealized gains (losses) on securities designated as
    available for sale, net of related tax effects                                              $    47        $    (73)
                                                                                                 ======         =======

  Recognition of mortgage servicing rights in accordance
    with SFAS No. 125                                                                           $    55        $     43
                                                                                                 ======         =======
</TABLE>














                                        7


<PAGE>


                         Wayne Savings Bancshares, Inc.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         For the three and nine months ended December 31, 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 nine and  three  month
         periods ended December 31, 2000 are not  necessarily  indicative of the
         results which may be expected for the 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") and its subsidiary,  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  includes the dilutive  effect of  additional
         potential common shares issuable under the Company's stock option plan.
         The computations are as follows:

















                                        8


<PAGE>


                         Wayne Savings Bancshares, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

         For the three and nine months ended December 31, 2000 and 1999

<TABLE>
<CAPTION>

3.       Earnings Per Share (continued)

         For the nine months ended December 31,                 2000                  1999
<S>                                                            <C>                   <C>
         Weighted average common shares
           outstanding (basic)                             2,601,692             2,602,783

         Dilutive effect of assumed exercise
           of stock options                                   13,523                18,781
                                                           ---------             ---------

         Weighted average common shares
           outstanding (diluted)                           2,615,215             2,621,564
                                                           =========             =========


         For the three months ended December 31,                2000                  1999

         Weighted average common shares
           outstanding (basic)                             2,596,948             2,600,929
         Dilutive effect of assumed exercise
           of stock options                                   13,305                18,683
                                                           ---------             ---------
         Weighted average common shares
           outstanding (diluted)                           2,610,253             2,619,612
                                                           =========             =========
</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 three and nine month periods ended December 31, 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 position
         or results of operations.

         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 December 31,
2000

At  December  31,  2000,  the  Company had total  assets of $306.3  million,  an
increase of $2.3 million,  or 0.7%,  over March 31, 2000. The increase in assets
was funded primarily by a $3.3 million increase in deposits.

Cash  and  due  from  banks,  federal  funds  sold,  interest-bearing  deposits,
certificates of deposit and investment  securities totaled  approximately  $37.0
million at December 31,  2000,  a decrease of  approximately  $4.5  million,  or
10.8%,  from March 31, 2000 levels.  During the nine-month period ended December
31, 2000,  maturities of investment  securities amounted to $1.1 million,  while
certificates  of  deposit  in other  financial  institutions  decreased  by $3.3
million.  Regulatory liquidity approximated 15.7% at December 31, 2000, compared
to 17.9% at March 31, 2000.

Mortgage-backed  securities  totaled  $9.0  million at December 31, 2000, a $1.5
million,  or 14.7%,  decrease from March 31, 2000 levels.  Principal  repayments
totaled $2.5 million  during the 2000  nine-month  period,  which were partially
offset by purchases of mortgage-backed securities totaling $1.0 million.

Loans  receivable  totaled  $245.3  million at December 31, 2000, an increase of
approximately  $7.9  million,  or 3.3%,  over the March  31,  2000  total.  This
increase resulted from loan disbursements of $40.9 million, which were partially
offset by principal  repayments of $26.4 million and sales of $6.6 million.  The
growth  in  loans  receivable  was  comprised  primarily  of  loans  secured  by
one-to-four  family  residential  real  estate.  The  allowance  for loan losses
totaled  $656,000 at  December  31,  2000,  as compared to $793,000 at March 31,
2000. The decline in the allowance for loan losses resulted from  charge-offs of
loans totaling  $212,000,  which included a charge-off of $178,000 related to an
impaired loan participation  secured by a hotel property.  Nonperforming  loans,
which  consisted  primarily  one- to  four-family  loans at December  31,  2000,
totaled  $437,000 at  December  31, 2000 and  $200,000  at March 31,  2000.  The
allowance for loan losses  totaled 150.1% and 396.5% of  nonperforming  loans at
December 31, 2000 and March 31, 2000, respectively. Although management believes
that the  Company's  allowance for loan losses at December 31, 2000, 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  totaled  $268.3  million at  December  31,  2000,  an increase of $3.3
million,  or 1.3%,  over the March 31, 2000 level.  The increase in deposits was
primarily attributable to growth achieved at the newer office locations, coupled
with management's continuing efforts to achieve deposit growth through marketing
and business strategies.

The  Banks are  subject  to  capital  standards,  which  generally  require  the
maintenance of regulatory  capital  sufficient to meet each of three tests,  the
tangible capital  requirement,  the core capital  requirement and the risk-based
capital  requirement.  At December 31, 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


Comparison of Operating  Results for the Nine Month  Periods Ended  December 31,
2000 and 1999

General

Net earnings  totaled $1.1 million for the nine months ended  December 31, 2000,
as compared to net earnings of $950,000 for the same period in 1999, an increase
of $100,000,  or 10.5%. The increase in net earnings resulted  primarily from an
increase of $199,000 in other  income and a decrease in general,  administrative
and other expense of $111,000,  which were partially offset by a decrease in net
interest income of $165,000 and a $52,000  increase in the provision for federal
income taxes.

Net Interest Income

Interest income on loans and  mortgage-backed  securities  totaled $14.4 million
for the nine months ended  December 31, 2000, an increase of $613,000,  or 4.4%,
over the same period in 1999.  The  increase can be  primarily  attributed  to a
$14.3  million,   or  6.0%,  increase  in  the  average  balance  of  loans  and
mortgage-backed securities outstanding, which was partially offset by a decrease
in the average yield year to year.

Interest on investments and interest-bearing  deposits increased by $102,000, or
6.5%,  during the nine months ended  December 31, 2000,  as compared to the same
period in 1999,  as a result of a 10.3%  increase  in the average  balance  from
$34.3 million to $37.9 million,  which was partially offset by a decrease in the
average yield.

Interest  expense on deposits and  borrowings  totaled $9.7 million for the nine
months ended December 31, 2000, an increase of $880,000,  or 9.9%, over the same
period in 1999. The increase can be primarily  attributed to a $15.4 million, or
5.9%, increase in the average balance of interest-bearing  liabilities,  coupled
with an approximate 17 basis point increase in the cost of funds year to year.

As a result of the foregoing  changes in interest  income and interest  expense,
net interest income decreased by $165,000, or 2.5%, during the nine months ended
December 31, 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.  The  provision  for  losses on loans is  recorded  based  upon
management's  assessment of the risk inherent in the loan portfolio. As a result
of such analysis,  management  recorded a $75,000  provision for losses on loans
during the nine months ended  December 31, 2000, a decrease of $7,000,  or 8.5%,
from the comparable 1999 period. The reduction in the Company's provision during
the current period was influenced by the continuing  decline in the  outstanding
balance of the nonresidential 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 Nine Month  Periods Ended  December 31,
2000 and 1999 (continued)

Other Income

Other income  totaled  $766,000 for the nine months ended  December 31, 2000, an
increase of $199,000,  or 35.1%, over the comparable 1999 period.  This increase
was due primarily to a $70,000, or 218.8%, increase in gain on sale of loans and
a $122,000,  or 22.8%,  increase in service fees,  charges and other income. The
increase  in the gain on sale of loans  resulted  primarily  from an increase in
sales volume of approximately $2.3 million, or 54.8%, year to year. 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  totaled  $5.5 million for the nine
months ended December 31, 2000, a decrease of $111,000, or 2.0%, compared to the
1999  nine-month  period,  due  primarily to a $107,000,  or 69.0%,  decrease in
federal deposit insurance premiums, a $162,000,  or 15.2%, decrease in occupancy
and equipment and a $66,000,  or 24.8%,  decrease in franchise taxes, which were
partially offset by an increase of $207,000,  or 7.2%, in employee  compensation
and benefits.  The decrease in federal deposit  insurance  premiums was due to a
decrease in premium rates year to year. The decrease in occupancy  equipment was
due primarily to a reduction in depreciation  expense year to year. The decrease
in franchise taxes was due to a reduction in tax rates. The increase in employee
compensation  and benefits was due  primarily to an increase in staffing  levels
and normal merit increases for existing employees.

Federal Income Taxes

The provision for federal  income taxes amounted to $541,000 for the nine months
ended  December 31, 2000, an increase of $52,000,  or 10.6%,  as compared to the
same period in 1999. The increase resulted primarily from a $152,000,  or 10.6%,
increase in pretax earnings year to year. The effective tax rate for each of the
nine month periods ended December 31, 2000 and 1999 was 34.0%.

Comparison of Operating  Results for the Three Month Periods Ended  December 31,
2000 and 1999

General

Net earnings  totaled  $395,000 for the three months ended December 31, 2000, as
compared to net earnings of $305,000 for the same period in 1999, an increase of
$90,000,  or 29.5%.  The increase in net  earnings  resulted  primarily  from an
increase  of $78,000  in other  income,  a  decrease  of  $159,000  in  general,
administrative  and other  expense and a $36,000  decrease in the  provision for
losses on loans,  which were  partially  offset by a decrease of $138,000 in net
interest  income and a $45,000  increase in the  provision  for  federal  income
taxes.




                                       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  December 31,
2000 and 1999 (continued)

Net Interest Income

Interest on loans and mortgage-backed securities increased by $120,000, or 2.5%,
for the three months ended  December 31, 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, partially offset by a decrease
in the average yield year to year.

Interest on investments and  interest-bearing  deposits  decreased  $14,000,  or
2.5%, during the current  three-month  period, as compared to the same period in
1999,  as a result of a decrease  in the  average  balance  of  interest-earning
assets outstanding year to year, coupled with a decrease in the average yield.

Interest expense on deposits and borrowings increased by $244,000,  or 7.9%, for
the three month period ended December 31, 2000,  over the  comparable  period in
1999.  The increase can be  primarily  attributed  to an increase in the average
balance of interest-bearing  liabilities  outstanding year to year, coupled with
an increase in the cost of funds from period to period.

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 $2,000  provision  for  losses on loans  during the three
months  ended  December  31, 2000, a decrease of $36,000 from the same period in
1999. The reduction in the provision during the 2000 quarter generally  reflects
management's  assessment  of lower risk in the loan  portfolio as  nonperforming
nonresidential loans declined  significantly in the current period. There can be
no  assurance  that the loan loss  allowance  of the Company will be adequate to
cover losses on non-performing assets in the future.

Other Income

Other income  totaled  $289,000 for the three months ended December 31, 2000, an
increase of $78,000 or 37.0%, over the comparable 1999 period. This increase was
due  primarily  to the  $36,000,  or 327.3%,  increase in gain on sale of loans,
coupled with a $35,000,  or 17.5%,  increase in service fees,  charges and other
operating income.

General, Administrative and Other Expense

General,  administrative  and other  expense  totaled $1.8 million for the three
months  ended  December 31,  2000,  a decrease of  $159,000,  or 8.3%,  from the
comparable 1999 period. Occupancy and equipment decreased by $108,000, or 32.0%,
due to a  decrease  in  depreciation  expense  year  to  year.  The  decline  in
depreciation  expense is primarily  attributable  to assets  reaching the end of
their  depreciable  lives  during  the  current  fiscal  year.  Federal  deposit
insurance premiums decreased by $38,000,  or 70.4%, due to a decrease in premium
rates year to year.

Federal Income Taxes

The provision for federal income taxes amounted to $201,000 for the three months
ended December 31, 2000 as compared to $156,000 for the same period in 1999. The
effective tax rates for the three months ended  December 31, 2000, and 1999 were
33.7% and 33.8%, respectively.


                                       14

<PAGE>


                         Wayne Savings Bancshares, Inc.


                                     PART II


ITEM 1.  Legal Proceedings

         Not applicable


ITEM 2.  Changes in Securities and Use of Proceeds

         Not applicable


ITEM 3.  Defaults Upon Senior Securities

         Not applicable


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

         Not applicable


ITEM 5.  Other Information

         Not applicable


ITEM 6.  Exhibits and Reports on Form 8-K

         Form 8-K:         None

         Exhibits:         None




















                                       15


<PAGE>



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.





Date:    February 12, 2001                       By: /s/Charles F. Finn
         -----------------------                     --------------------------
                                                       Charles F. Finn
                                                       Chairman and President





Date:    February 12, 2001                       By: /s/Todd J. Tappel
         -----------------------                     --------------------------
                                                       Todd J. Tappel
                                                        Chief Financial Officer





































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