FORM 10-QSB/A

                       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, 2001
                               ----------------------------------------------

                                       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 12, 2002, the latest practicable date, 2,568,821 shares of the
registrant's common stock, $1.00 par value, were issued and outstanding.


















                                  Page 1 of 19
<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                                                 18

SIGNATURES                                                                  19

































                                       2
<PAGE>


                         Wayne Savings Bancshares, Inc.

<TABLE>
<CAPTION>
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)

                                                                                            December 31,      March 31,
         ASSETS                                                                                     2001           2001
                                                                                              (Restated)     (Restated)
<S>                                                                                                <C>            <C>
Cash and due from banks                                                                         $  3,242       $  2,011
Federal funds sold                                                                                14,000          6,000
Interest-bearing deposits in other financial institutions                                          9,969         12,891
                                                                                                 -------        -------
         Cash and cash equivalents                                                                27,211         20,902

Certificates of deposit in other financial institutions                                               -           5,700
Investment securities - at amortized cost, approximate
  market value of $16,325 and $13,774 as of December 31, 2001
  and March 31, 2001, respectively                                                                16,126         13,641
Mortgage-backed securities available for sale - at market                                          4,016          2,911
Mortgage-backed securities - at cost, approximate
  market value of $11,022 and $5,694 as of December 31, 2001
  and March 31, 2001, respectively                                                                11,070          5,663
Loans receivable - net                                                                           257,795        246,619
Loans held for sale - at lower of cost or market                                                      -             861
Office premises and equipment - net                                                                9,281          8,780
Real estate acquired through foreclosure                                                              19            124
Federal Home Loan Bank stock - at cost                                                             3,726          3,510
Accrued interest receivable on loans                                                               1,171          1,328
Accrued interest receivable on mortgage-backed securities                                             73             42
Accrued interest receivable on investments and interest-bearing deposits                             260            211
Prepaid expenses and other assets                                                                  1,404          1,285
Prepaid federal income taxes                                                                          -              63
                                                                                                 -------        -------

         Total assets                                                                           $332,152       $311,640
                                                                                                 =======        =======

         LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                                                        $298,173       $277,706
Advances from the Federal Home Loan Bank                                                           5,000          6,000
Advances by borrowers for taxes and insurance                                                      1,604            827
Accrued interest payable                                                                              32            245
Accounts payable on mortgage loans serviced for others                                               315            234
Other liabilities                                                                                    589            918
Accrued federal income taxes                                                                          21             -
Deferred federal income taxes                                                                        735            455
                                                                                                 -------        -------
         Total liabilities                                                                       306,469        286,385

Commitments                                                                                           -              -

Stockholders' equity
  Common stock (20,000,000 shares of $1.00 par value authorized;
    2,638,835 shares issued)                                                                       2,639          2,639
  Additional paid-in capital                                                                      14,436         14,436
  Retained earnings - substantially restricted                                                     9,749          9,150
  Less:  70,014 and 57,042 shares of treasury stock at December 31,
    2001 and March 31, 2001, respectively - at cost                                               (1,181)        (1,003)
  Accumulated comprehensive income, unrealized gains on securities designated
    as available for sale, net of related tax effects                                                 40             33
                                                                                                 -------        -------
         Total stockholders' equity                                                               25,683         25,255
                                                                                                 -------        -------

         Total liabilities and stockholders' equity                                             $332,152       $311,640
                                                                                                 =======        =======
</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,
                                                                       2001           2000            2001         2000
                                                                 (Restated)     (Restated)      (Restated)   (Restated)
<S>                                                                   <C>             <C>             <C>          <C>
Interest income
  Loans                                                             $14,325        $13,958          $4,737       $4,708
  Mortgage-backed securities                                            376            449             127          137
  Investment securities                                                 654          1,119             247          362
  Interest-bearing deposits and other                                   661            563             159          182
                                                                     ------         ------           -----        -----
         Total interest income                                       16,016         16,089           5,270        5,389

Interest expense
  Deposits                                                            9,371          9,370           2,975        3,202
  Borrowings                                                            228            360              68          119
                                                                     ------         ------           -----        -----
         Total interest expense                                       9,599          9,730           3,043        3,321
                                                                     ------         ------           -----        -----

         Net interest income                                          6,417          6,359           2,227        2,068

Provision for losses on loans                                           118             75              21            2
                                                                     ------         ------           -----        -----

         Net interest income after provision
           for losses on loans                                        6,299          6,284           2,206        2,066

Other income
  Gain on sale of loans                                                 425            102             214           47
  Service fees, charges and other operating                             874            664             288          242
                                                                     ------         ------           -----        -----
         Total other income                                           1,299            766             502          289

General, administrative and other expense
  Employee compensation and benefits                                  3,217          3,042           1,124          952
  Occupancy and equipment                                             1,002            992             310          340
  Federal deposit insurance premiums                                     66             66              24           22
  Franchise taxes                                                       205            231              69           88
  Other operating                                                     1,148          1,164             441          375
  Operating expenses previously reimbursed or allocated
    to MHC                                                               35            150              -            36
                                                                     ------         ------           -----        -----
         Total general, administrative and other expense              5,673          5,645           1,968        1,813
                                                                     ------         ------           -----        -----

         Earnings before income taxes                                 1,925          1,405             740          542

Federal income taxes
  Current                                                               375            345             (38)          48
  Deferred                                                              276            116             291          124
                                                                     ------         ------           -----        -----
         Total federal income taxes                                     651            461             253          172
                                                                     ------         ------           -----        -----

         NET EARNINGS                                               $ 1,274        $   944          $  487       $  370
                                                                     ======         ======           =====        =====

         EARNINGS PER SHARE
           Basic                                                       $.50           $.36            $.19         $.14
                                                                        ===            ===             ===          ===
           Diluted                                                     $.50           $.36            $.19         $.14
                                                                        ===            ===             ===          ===
</TABLE>




                                       4
<PAGE>


                         Wayne Savings Bancshares, Inc.

<TABLE>
<CAPTION>
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                 (In thousands)


                                                                                Nine months              Three months
                                                                                    ended                    ended
                                                                                December 31,             December 31,
                                                                              2001         2000         2001       2000
                                                                        (Restated)   (Restated)   (Restated) (Restated)
<S>                                                                           <C>          <C>          <C>         <C>
Net earnings                                                                $1,274         $944         $487       $370

Other comprehensive income (loss) net of tax:
  Unrealized holding gains (losses) on securities, net of
    taxes (benefits) of $4, $24, $(10) and $11 during the
    respective periods                                                           7           47          (20)        22
                                                                             -----          ---          ---        ---

Comprehensive income                                                        $1,281         $991         $467       $392
                                                                             =====          ===          ===        ===

Accumulated comprehensive income                                            $   40         $ 11         $ 40       $ 11
                                                                             =====          ===          ===        ===
</TABLE>













































                                       5
<PAGE>


                         Wayne Savings Bancshares, Inc.

<TABLE>
<CAPTION>
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

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


                                                                                                 2001              2000
                                                                                           (Restated)        (Restated)
<S>                                                                                             <C>               <C>
Cash flows from operating activities:
  Net earnings for the period                                                                 $ 1,274           $   944
  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                                            (22)               15
    Amortization of deferred loan origination fees                                               (357)             (112)
    Depreciation and amortization                                                                 331               401
    Loans originated for sale in the secondary market                                         (16,886)           (7,147)
    Proceeds from sale of loans                                                                17,990             6,663
    Gain on sale of loans                                                                        (243)              (47)
    Provision for losses on loans                                                                 118                75
    Federal Home Loan Bank stock dividends                                                       (178)             (186)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable on loans                                                        157               (73)
      Accrued interest receivable on mortgage-backed securities                                   (31)                5
      Accrued interest receivable on investments and interest-bearing deposits                    (49)             (103)
      Prepaid expenses and other assets                                                          (119)              316
      Accrued interest payable                                                                   (213)             (192)
      Accounts payable on mortgage loans serviced for others                                       81                71
      Other liabilities                                                                          (360)               48
      Federal income taxes
        Current                                                                                    84                 7
        Deferred                                                                                  276               116
                                                                                               ------            ------
          Net cash provided by operating activities                                             1,853               801

Cash flows provided by (used in) investing activities:
  Purchase of investment securities designated as held to maturity                             (9,049)               -
  Proceeds from maturity of investment securities designated as held
    to maturity                                                                                 6,529             1,062
  Purchase of mortgage-backed securities designated as available for sale                      (2,053)               -
  Purchase of mortgage-backed securities designated as held to maturity                        (8,404)           (1,000)
  Principal repayments on mortgage-backed securities designated as
    available for sale                                                                            959               461
  Principal repayments on mortgage-backed securities designated as
    held to maturity                                                                            3,054             2,073
  Loan principal repayments                                                                    59,132            26,371
  Loan disbursements                                                                          (69,976)          (33,688)
  Purchase of office premises and equipment - net                                                (832)             (921)
  Proceeds from sale of land                                                                       -                235
  Proceeds from sale of real estate acquired through foreclosure                                   12                14
  Decrease in certificates of deposit in other financial institutions                           5,700             3,300
  Purchase of Federal Home Loan Bank stock                                                        (38)             (103)
                                                                                               ------            ------
          Net cash used in investing activities                                               (14,966)           (2,196)
                                                                                               ------            ------

          Net cash used in operating and investing activities
            (balance carried forward)                                                         (13,113)           (1,395)
                                                                                               ------            ------
</TABLE>




                                       6
<PAGE>


                         Wayne Savings Bancshares, Inc.

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

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


                                                                                                   2001            2000
                                                                                             (Restated)      (Restated)
<S>                                                                                               <C>            <C>
         Net cash used in operating and investing activities
           (balance brought forward)                                                           $(13,113)        $(1,395)

  Cash flows provided by (used in) financing activities:
  Net increase in deposit accounts                                                               20,467           3,333
  Proceeds from Federal Home Loan Bank advances                                                   5,000          11,000
  Repayment of Federal Home Loan Bank advances                                                   (6,000)        (13,000)
  Advances by borrowers for taxes and insurance                                                     777             692
  Proceeds from exercise of stock options                                                            -               36
  Dividends paid on common stock                                                                   (644)           (601)
  Purchase of treasury shares                                                                      (178)           (188)
                                                                                                -------          ------
          Net cash provided by financing activities                                              19,422           1,272
                                                                                                -------          ------

Net increase (decrease) in cash and cash equivalents                                              6,309            (123)

Cash and cash equivalents at beginning of period                                                 20,902          14,309
                                                                                                -------          ------

Cash and cash equivalents at end of period                                                     $ 27,211         $14,186
                                                                                                =======          ======


Supplemental disclosure of cash flow information:
  Cash paid during the period for:
    Federal income taxes                                                                       $    457         $   460
                                                                                                =======          ======

    Interest on deposits and borrowings                                                        $  9,812         $ 9,922
                                                                                                =======          ======


Supplemental disclosure of noncash investing activities:
  Unrealized gains on securities designated as available
    for sale, net of related tax effects                                                       $      7         $    47
                                                                                                =======          ======

  Recognition of mortgage servicing rights in accordance
    with SFAS No. 140                                                                          $    182         $    55
                                                                                                =======          ======

  Issuance of mortgage loan upon sale of real estate acquired
    through foreclosure                                                                        $     93         $    -
                                                                                                =======          ======
</TABLE>










                                       7
<PAGE>


                         Wayne Savings Bancshares, Inc.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      For the nine and three month periods ended December 31, 2001 and 2000


1.       Basis of Presentation

         The accompanying restated unaudited consolidated financial statements
         for the three and nine months ended December 31, 2001 and 2000 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 accounting principles generally accepted
         in the United States of America. Accordingly, these financial
         statements should be read in conjunction with the financial statements
         and notes thereto of Wayne Savings Bancshares, Inc. included in the
         amended and restated Annual Report on Form 10-KSB for the year ended
         March 31, 2001.

         In the opinion of management, and except for the adjustments described
         in the section entitled "Restatement of Consolidated Financial
         Statements," all adjustments (consisting only of normal recurring
         accruals) which are necessary for a fair presentation of the unaudited
         financial statements have been included. The results of operations for
         the nine and three-month periods ended December 31, 2001 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 the Bank's wholly-owned
         subsidiary, Wayne Savings Community Bank ("Wayne Savings" or the
         "Bank") and its wholly-owned subsidiary, Village Savings Bank, F.S.B.
         ("Village"), hereinafter collectively referred to as "the Banks". Wayne
         Savings Community Bank has nine banking locations in Wayne, Holmes,
         Ashland, and Medina counties, Ohio, in addition to its Village Savings
         Bank, F.S.B. subsidiary serving Stark county. All significant
         intercompany transactions and balances have been eliminated in the
         consolidation.

3.       Earnings Per Share

         Basic earnings per common share are computed based upon the
         weighted-average number of common shares outstanding during the period.
         Diluted earnings per common share include the dilutive effect of
         additional potential common shares issuable under the Company's stock
         option plan. The computations are as follows:
<TABLE>
<CAPTION>

         For the nine months ended December 31,                                     2001                  2000
<S>                                                                               <C>                    <C>
         Weighted-average common shares
           outstanding (basic)                                                 2,571,574             2,601,692

         Dilutive effect of assumed exercise
           of stock options                                                       11,713                13,523
                                                                               ---------             ---------

         Weighted-average common shares
           outstanding (diluted)                                               2,583,287             2,615,215
                                                                               =========             =========
</TABLE>





                                       8
<PAGE>


                         Wayne Savings Bancshares, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

      For the nine and three month periods ended December 31, 2001 and 2000


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

         For the three months ended December 31,                                    2001                  2000
<S>                                                                               <C>                   <C>
         Weighted-average common shares
           outstanding (basic)                                                 2,569,544             2,596,948

         Dilutive effect of assumed exercise
           of stock options                                                       11,713                13,305
                                                                               ---------             ---------

         Weighted-average common shares
           outstanding (diluted)                                               2,581,257             2,610,253
                                                                               =========             =========
</TABLE>

4.       Effects of Recent Accounting Pronouncements

         In June 2001, the Financial Accounting Standards Board ("FASB") issued
         Statement of Financial Accounting Standards ("SFAS") No. 141 "Business
         Combinations," which requires that all business combinations initiated
         after June 30, 2001 be accounted for using the purchase method. The
         pooling-of-interests method of accounting is prohibited except for
         combinations initiated before June 30, 2001. The remaining provisions
         of SFAS No. 141 relating to business combinations accounted for by the
         purchase method, including identification of intangible assets,
         accounting for negative goodwill and financial statement presentation
         and disclosure, are effective for combinations completed after June 30,
         2001. Management adopted SFAS No. 141 effective June 30, 2001, as
         required, without material effect on the Company's financial position
         or results of operations.

         In June 2001, the FASB issued SFAS No. 142 "Goodwill and Other
         Intangible Assets," which prescribes accounting for all purchased
         goodwill and intangible assets. Pursuant to SFAS No. 142, acquired
         goodwill is not amortized, but is tested for impairment at the
         reporting unit level annually and whenever an impairment indicator
         arises. SFAS No. 142 is effective for fiscal years beginning after
         December 15, 2001. SFAS No. 142 is not expected to have a material
         effect on the Company's financial position or results of operations.

    5.   Forward-looking Statements

         This quarterly report on Form 10-QSB contains forward-looking
         statements. For this purpose, any statements contained herein that are
         not statements of historical fact may be deemed to be forward-looking
         statements. Without limiting the foregoing, the words "believes,"
         "anticipates," "plans", "expects" and similar expressions are intended
         to identify forward-looking statements. There are a number of important
         factors that could cause the Company's actual results to differ
         materially from those contemplated by such forward-looking statements.
         These important factors include, without limitation, the Banks'
         continued ability to originate quality loans, fluctuation of interest
         rates, real estate market conditions in the Banks' lending areas,
         general and local economic conditions, the continued ability of the
         Banks to attract and retain deposits, the Company's ability to control
         costs, new accounting pronouncements and changing regulatory
         requirements.







                                       9
<PAGE>


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


Discussion  of Financial  Condition  Changes from March 31, 2001 to December 31,
2001

At December 31, 2001, the Company had total assets of $332.2 million, an
increase of $20.5 million, or 6.6%, over March 31, 2001. The increase was funded
primarily by a $20.5 million increase in deposits.

Cash and due from banks, federal funds sold, interest-bearing deposits,
certificates of deposit and investment securities totaled $43.3 million at
December 31, 2001, an increase of $3.1 million, or 7.7%, over March 31, 2001
levels. During the nine months ended December 31, 2001, investment securities
purchases totaled $9.0 million, while maturities amounted to $6.5 million.

Mortgage-backed securities increased by $6.5 million, or 76.0%, to $15.1 million
at December 31, 2001. This increase was primarily due to purchases totaling
$10.5 million, partially offset by principal repayments on mortgage-backed
securities totaling $4.0 million for the nine months ended December 31, 2001.

Loans receivable, including loans held for sale, totaled $257.8 million at
December 31, 2001, an increase of $10.3 million, or 4.2%, over the March 31,
2001 total. This increase resulted primarily from loan disbursements of $86.9
million, which were partially offset by principal repayments of $59.1 million
and sales of $17.7 million. The majority of loan disbursements during the 2001
period were comprised of loans secured by one- to four-family residential real
estate.

The allowance for loan losses totaled $722,000 at December 31, 2001, compared to
$655,000 at March 31, 2001, representing .28% and .26% of gross loans at those
respective dates. In determining the amount of the loan loss allowance at any
point in time, management and the Board apply a systematic process focusing on
the risk of loss in the portfolio. First, delinquent nonresidential,
multi-family and commercial loans are evaluated individually for potential
impairments in their carrying value. At December 31, 2001, the analysis of $3.0
million of impaired loans resulted in a $105,000 allocation of the allowance to
an impaired nonresidential loan with a principal balance of $519,000. The
remainder of the impaired nonresidential, multi-family and commercial loans were
viewed as well-secured, with no measured loss. As a result of this detailed loss
analysis, the increase in nonperforming loans to $3.5 million at December 31,
2001, did not result in a proportional increase in the allowance for loan
losses.

The second step in determining the allowance for loan losses entails the
application of historic loss experience to the individual loan types in the
portfolio. In addition to the historic loss percentage, management employs an
additional risk percentage tailored to the perception of overall risk in the
economy. This segment of the loss analysis resulted in assigning $617,000 of the
allowance for loan losses at December 31, 2001. The analysis of the allowance
for loan losses requires an element of judgment and is subject to the
possibility that the allowance may need to be increased, with a corresponding
reduction in earnings. To the best of management's knowledge all known losses as
of December 31, 2001, have been recorded.

Nonperforming loans totaled $3.5 million at December 31, 2001, compared to
$515,000 at December 31, 2000. Nonperforming loans at December 31, 2001,
consisted of $1.1 million of nonresidential real estate loans, $1.6 million of
commercial loans and approximately $800,000 of one- to four-family residential
mortgage loans. The allowance for loan losses totaled 20.4% and 127.2% of
nonperforming loans at December 31, 2001 and 2000, respectively.

Although management believes that its allowance for loan losses is adequate
based upon the available facts and circumstances, there can be no assurance that
additions to the allowance will not be necessary in future periods, which would
adversely affect the Company's results of operations.





                                       10
<PAGE>


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


Discussion of Financial Condition Changes from March 31, 2001 to December 31,
2001 (continued)

Deposits increased by approximately $20.5 million, or 7.4%, during the nine
months ended December 31, 2001, to a total of $298.2 million. This growth was
mainly due to the impact of the Bank's use of an official checks program
beginning April 1, 2001 and the effects of competitive passbook rates offered by
the Bank. The proceeds from deposit growth were generally used to fund new loan
originations during the period.

Stockholders' equity increased by approximately $428,000, or 1.7%, due primarily
to net earnings of $1.3 million, partially offset by dividends paid totaling
$644,000 and repurchases of common stock totaling $178,000.

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, 2001, both Wayne Savings' and Village's
regulatory capital exceeded all minimum capital requirements.


Comparison of Operating  Results for the Nine Month  Periods Ended  December 31,
2001 and 2000

Net earnings totaled $1.3 million for the nine months ended December 31, 2001,
compared to net earnings of $944,000 for the same period in 2000, an increase of
$330,000, or 35.0%. The increase in net earnings resulted primarily from an
increase in other income of $533,000 and a $58,000 increase in net interest
income, which were partially offset by an $28,000 increase in general,
administrative and other expense, an increase in federal income taxes of
$190,000 and an increase in the provision for losses on loans totaling $43,000.

Net Interest Income

Interest income on loans and mortgage-backed securities totaled $14.7 million
for the nine months ended December 31, 2001, an increase of $294,000, or 2.0%,
over the same period in 2000. The increase was primarily attributable to a $9.2
million, or 3.7%, increase in the average balance of loans and mortgage-backed
securities outstanding, from $251.6 million for the nine months ended December
31, 2000, to $260.8 million for the nine months ended December 31, 2001,
partially offset by a decrease in the average yield from 7.64% in 2000 to 7.52%
in 2001.

Interest income on investments and interest-bearing deposits decreased by
$367,000, or 21.8%, during the nine months ended December 31, 2001, as compared
to the same period in 2000, as a result of a decrease in the average yield to
4.20% for the nine months ended December 31, 2001, from 5.92% for the period
ended December 31, 2000, partially offset by a $3.8 million, or 10.1%, increase
in the average balance outstanding.

Interest expense on deposits and borrowings decreased by $131,000, or 1.3%, for
the nine months ended December 31, 2001, compared to the same period in 2000.
The decrease can be primarily attributed to a 26 basis point decrease in the
cost of interest-bearing liabilities, to 4.43% in 2001 from 4.69% in 2000,
partially offset by an increase in the average balance of interest-bearing
liabilities outstanding of $12.6 million, or 4.6%, from $276.6 million in 2000
to $289.2 million in 2001.







                                       11
<PAGE>


                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,
2001 and 2000 (continued)

Net Interest Income (continued)

As a result of the foregoing changes in interest income and interest expense,
net interest income increased by $58,000, or 0.9%, during the nine months ended
December 31, 2001, compared to the same period in 2000. The Company's interest
rate spread decreased from 2.72% for the nine month period ended December 31,
2000 to 2.63% for the same period ended December 31, 2001. The Company's net
interest margin decreased from 2.93% for the nine month period ended December
31, 2000, to 2.83% for the same period ended December 31, 2001.

Provision for Losses on Loans

The Company records a provision for losses on loans in an amount sufficient to
cover known losses and losses in the portfolio that are both probable and
reasonable to estimate. Such estimates were based on the facts and circumstances
in existence as of December 31, 2001, and included a consideration of the
factors discussed above relating to the increase in nonperforming loans at
December 31, 2001. Based upon this methodology, the Company recorded a provision
for losses on loans totaling $118,000 for the nine month period ended December
31, 2001, an increase of $43,000, or 57.3%, over the same period in 2000. To the
best of management's knowledge, all known losses as of December 31, 2001 and
2000 have been recorded.

Other Income

Other income totaled $1.3 million for the nine months ended December 31, 2001,
an increase of $533,000, or 69.6%, over the comparable 2000 period. This
increase was due primarily to a $323,000 increase in gain on sale of loans,
coupled with a $210,000, or 31.6%, increase in service fees, charges and other
operating income. The increase in gain on sale of loans resulted from loan sales
of $17.7 million for the nine months ended December 31, 2001, an increase of
$11.1 million, or 168.2%, compared to the $6.6 million sold for the nine months
ended December 31, 2000. The increase in service fees, charges and other
operating income was due primarily to a new service fee structure implemented on
deposit accounts.

General, Administrative and Other Expense

General, administrative and other expense totaled $5.7 million for the nine
month period ended December 31, 2001, an increase of $28,000, or 0.5%, compared
to the same period in 2000. This increase was primarily attributable to a
$175,000, or 5.8%, increase in employee compensation and benefits, coupled with
a $10,000, or 1.0%, increase in occupancy and equipment expense, which were
partially offset by a decrease in other operating expense of $14,000, or 1.2%,
and a decrease of $115,000, or 76.7%, in certain operating costs that were
previously paid or reimbursed by Wayne Savings Bankshares, MHC (the "MHC"). In
connection with a proposed offering of its common stock, management restated its
financial statements to expense certain operating costs that were previously
paid or reimbursed by the MHC. These costs were substantially offset in the
Company's equity accounts by a corresponding decrease in dividends paid to the
MHC. See the section entitled "Restatement of Consolidated Financial Statements"
for additional information. The increase in employee compensation and benefits
was primarily attributable to normal merit increases, an increase in
pension-related expense and additional staff needed for operating a new full
service branch opened in May, 2001 and a new drive-through facility opened in
August 2001. The increase in occupancy and equipment expense was also primarily
attributable to costs incurred in the new operating facilities. The Company
currently plans to install a new computer system during February 2002 at an
approximate cost of $500,000.




                                       12
<PAGE>


                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,
2001 and 2000 (continued)

Federal Income Taxes

The provision for federal income taxes amounted to $651,000 for the nine months
ended December 31, 2001, an increase of $190,000, or 41.2%, compared to the same
period in 2000. The increase resulted primarily from a $520,000, or 37.0%,
increase in pretax earnings period to period. The effective tax rates for the
nine months ended December 31, 2001 and 2000 totaled 33.8% and 32.8%,
respectively.


Comparison of Operating  Results for the Three Month Periods Ended  December 31,
2001 and 2000

Net earnings totaled $487,000 for the three months ended December 31, 2001,
compared to net earnings of $370,000 for the same period in 2000, an increase of
$117,000, or 31.6%. The increase in net earnings resulted primarily from an
increase in other income of $213,000 and an increase of $159,000 in net interest
income, which were partially offset by an increase in general, administrative
and other expense of $155,000, an increase in federal income taxes of $81,000
and an increase in the provision for losses on loans totaling $19,000.

Net Interest Income

Interest income on loans and mortgage-backed securities totaled $4.9 million for
the three months ended December 31, 2001, an increase of $19,000, or 0.4%, over
the same period in 2000. The increase can be primarily attributed to a $10.1
million, or 4.0%, increase in the average balance of loans and mortgage-backed
securities outstanding, which was partially offset by a decrease in the average
yield of 26 basis points, from 7.65% for the three months ended December 31,
2000, to 7.39% for the three months ended December 31, 2001.

Interest income on investments and interest-bearing deposits decreased by
$138,000, or 25.4%, during the three months ended December 31, 2001, compared to
the same period in 2000, as a result of a decrease in the average yield to 3.56%
for the three months ended December 31, 2001, from 6.00% for the same period
ended December 31, 2000, partially offset by an increase in the average balance
outstanding of approximately $9.3 million, or 25.7%, year to year.

Interest expense on deposits and borrowings decreased by $278,000, or 8.4%,
during the three months ended December 31, 2001, compared to the same period in
2000. The decrease can be primarily attributed to a decrease in the cost of
deposits of 71 basis points, to 4.08% in 2001 from 4.79% in 2000, which was
partially offset by a $4.3 million, or 7.7%, increase in the average balance of
interest-bearing liabilities outstanding year to year.

As a result of the foregoing changes in interest income and interest expense,
net interest income increased by $159,000, or 7.7%, during the three months
ended December 31, 2001, compared to the same period in 2000. The Company's
interest rate spread increased from 2.65% at December 31, 2000 to 2.75% for the
three months ended December 31, 2001. The Company's net interest margin
increased from 2.85% for the three months ended December 31, 2000, to 2.89% for
the quarter ended December 31, 2001.







                                       13
<PAGE>


                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,
2001 and 2000 (continued)

Provision for Losses on Loans

The Company records a provision for losses on loans in an amount sufficient to
cover known losses and losses in the portfolio that are both probable and
reasonable to estimate. Such estimates are based on the facts and circumstances
in existence as of December 31, 2001, and included a consideration of the
factors discussed above relating to the increase in nonperforming loans as of
December 31, 2001. Based upon this methodology, the Company recorded a provision
for losses on loans totaling $21,000 for the three month period ended December
31, 2001, an increase of $19,000 over the same period in 2000. To the best of
management's knowledge, all known losses as of December 31, 2001 have been
recorded.

Other Income

Other income totaled $502,000 for the three months ended December 31, 2001, an
increase of $213,000, or 73.7%, over the comparable 2000 period. This increase
was due primarily to a $167,000 increase in gain on sale of loans, from $47,000
for the three months ended December 31, 2000 to $214,000 for the three months
ended December 31, 2001, and a $46,000, or 19.0%, increase in service fees,
charges and other operating income. The increase in gain on sale of loans was a
result of increased loan sales in the 2001 period, compared to the same period
in 2000. The increase in service fees, charges and other operating income was
due primarily to a new service fee structure implemented on deposit accounts.

General, Administrative and Other Expense

General, administrative and other expense totaled $2.0 million for the three
month period ended December 31, 2001, an increase of $155,000, or 8.5%, compared
to the same period in 2000, primarily attributable to a $172,000, or 18.1%,
increase in employee compensation and benefits and a $66,000, or 17.6%, increase
in other operating expense, which were partially offset by a $36,000 reduction
in operating expenses previously reimbursed or allocated to the MHC. The
increase in employee compensation and benefits was primarily attributable to
increased staffing levels related to the opening of two new operating
facilities, normal merit increases and an increase in pension costs. The
increase in other operating expenses was also primarily attributable to the
opening of the new facilities.

Federal Income Taxes

The provision for federal income taxes amounted to $253,000 for the three months
ended December 31, 2001, an increase of $81,000, or 47.1%, compared to the same
period in 2000. The increase resulted primarily from a $198,000, or 36.5%,
increase in pretax earnings year to year. The effective tax rates for the three
months ended December 31, 2001 and 2000 were 34.2% and 31.7%, respectively.


Restatement of Consolidated Financial Statements

In connection with the Company's planned stock offering, management reviewed the
Company's consolidated financial statements. As a result of such review,
management restated the Company's audited consolidated financial statements for
the years ended March 31, 2001, 2000 and 1999 to present the following matters
in accordance with generally accepted accounting principles.





                                       14
<PAGE>


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


Restatement of Consolidated Financial Statements (continued)

First, certain operating costs, including litigation costs that were previously
paid by, reimbursed or allocated to the M.H.C. have been included in the
Company's consolidated financial statements. Specifically, management has
reallocated litigation costs related to the Company and its affiliates,
resulting in an increase of $0, $19,000, $36,000 and $134,000 in general and
administrative expenses for the three and nine months ended December 31, 2001
and the three and nine months ended December 31, 2000, respectively. Further,
management allocated to the Company an additional $0, $16,000, $0 and $16,000 in
operating costs for the three and nine months ended December 31, 2001 and the
three and nine months ended December 31, 2000, respectively. The combination of
these reallocated costs resulted in a $0, $35,000, $36,000 and $134,000 increase
in general and administrative expense for the three and nine months ended
December 31, 2001 and the three and nine months ended December 31, 2000,
respectively.

Substantially all of these expenses were offset in the Company's stockholders'
equity accounts by a reduction in dividends paid to the MHC.

The second matter giving rise to restatement centered on depreciation expense
related to the Company's office premises and equipment. Specifically, in 2001,
management had extended the estimated useful lives of its buildings and data
processing equipment. As part of the restatement, management returned the
buildings and data processing equipment to the original estimated useful lives.
These restatement adjustments resulted in a $29,000 and $86,000 increase in
depreciation expense during the three and nine months ended December 31, 2000,
respectively, and a $10,000 and $28,000 decrease in depreciation expense for the
three and nine month periods ended December 31, 2001.

The final item subject to restatement related to the recording of various
adjustments that were previously considered immaterial in preparation of the
consolidated financial for the years ended March 31, 2001 and 2000, and the
interim periods related thereto. These adjustments resulted in a $21,000
decrease in pre-tax earnings for the three and nine month periods ending
December 31, 2001, and an increase of $50,000 and $11,000 in pre-tax earnings
for the three and nine month periods ending December 31, 2000.

All of the above items are summarized in the following table.
<TABLE>
<CAPTION>

                                                                   Nine months ended          Three months ended
Increase (decrease)                                                  December 31,                December 31,
in Earnings                                                        2001         2000           2001       2000
                                                                                  (In thousands)
<S>                                                                <C>          <C>            <C>        <C>
Litigation costs                                               $(19,000)   $(134,000)       $    -    $(36,000)
Management fees                                                  (7,000)      (7,000)            -          -
Other costs                                                      (9,000)      (9,000)            -          -
                                                                -------     --------         ------    -------
         Total pre-tax costs previously reimbursed,
           allocated or paid by M.H.C.                          (35,000)    (150,000)            -     (36,000)

Depreciation                                                     28,000      (86,000)        10,000    (29,000)
Audit adjustments                                               (21,000)      50,000        (21,000)    11,000
                                                                -------     --------         ------    -------
         Total adjustments before taxes                         (28,000)     186,000        (11,000)   (54,000)

Federal income (taxes) benefits                                  14,000      (80,000)         3,000     29,000
                                                                -------     --------         ------    -------

         Net adjustments affecting earnings                    $(14,000)   $ 106,000        $ 8,000   $(25,000)
                                                                =======     ========         ======    =======
</TABLE>


                                       15
<PAGE>


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


Restatement of Consolidated Financial Statements (continued)

The following tables set forth the integrated effects of the above on the
financial statements for the three and nine month periods ended December 31,
2001 and 2000.

                         Wayne Savings Bancshares, Inc.
<TABLE>
<CAPTION>
      Condensed Consolidated Statement of Earnings and Stockholders' Equity
                   For the nine months ended December 31, 2001
                                 (In thousands)

                                                                 As Previously      Adjustments           As
                                                                   Reported         Inc. (Dec.)        Restated
<S>                                                                   <C>                <C>             <C>
    Net interest income after provision for loan losses              $6,305              $ (6)          $6,299
    Other income                                                      1,299                -             1,299
    General, administrative and other and expenses:
      Employee compensation                                           3,207                10            3,217
      Occupancy and equipment                                         1,000                 2            1,002
      All other operating expenses                                    1,444               (25)           1,419
      Operating expenses previously paid by or allocated to MHC          -                 35               35
                                                                      -----               ---            -----
         Total general, administrative and other expenses             5,651                22            5,673
                                                                      -----               ---            -----

         Net earnings before income taxes                             1,953               (28)           1,925

    Federal income taxes (benefits)                                     665               (14)             651
                                                                      -----               ---            -----

         Net earnings                                                $1,288              $(14)          $1,274
                                                                      =====               ===            =====

    Basic and diluted earnings per share                               $.50               $ -             $.50
                                                                        ===                ==              ===

    Stockholders' equity                                            $25,758              $(75)         $25,683
                                                                     ======               ===           ======
</TABLE>


                         Wayne Savings Bancshares, Inc.
<TABLE>
<CAPTION>
      Condensed Consolidated Statement of Earnings and Stockholders' Equity
                  For the three months ended December 31, 2001
                                 (In thousands)

                                                                 As Previously      Adjustments           As
                                                                   Reported         Inc. (Dec.)        Restated
<S>                                                                   <C>                <C>             <C>
    Net interest income after provision for loan losses              $2,209              $ (3)          $2,206
    Other income                                                        502                -               502
    General, administrative and other expenses:
      Employee compensation                                           1,116                 8            1,124
      Occupancy and equipment                                           320               (10)             310
      All other operating expenses                                      524                10              534
      Operating expenses previously paid by or allocated to MHC          -                 -                -
                                                                      -----                --            -----
         Total general, administrative and other expenses             1,960                 8            1,968
                                                                      -----               ---            -----

         Earnings before income taxes                                   751               (11)             740

    Federal income taxes (benefits)                                     256                (3)             253
                                                                      -----               ---            -----

         Net earnings                                                $  495              $ (8)          $  487
                                                                      =====               ===            =====

    Basic and diluted earnings per share                               $.19               $ -             $.19
                                                                        ===                ==              ===
</TABLE>



                                       16
<PAGE>


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


Restatement of Consolidated Financial Statements (continued)

                         Wayne Savings Bancshares, Inc.
<TABLE>
<CAPTION>
      Condensed Consolidated Statement of Earnings and Stockholders' Equity
                   For the nine months ended December 31, 2000
                                 (In thousands)

                                                                 As Previously      Adjustments           As
                                                                   Reported         Inc. (Dec.)        Restated
<S>                                                                   <C>                <C>             <C>
    Net interest income after provision for loan losses              $6,278             $   6           $6,284
    Other income                                                        766                -               766
    General, administrative and other and expenses:
      Employee compensation                                           3,079               (37)           3,042
      Occupancy and equipment                                           906                86              992
      All other operating expenses                                    1,468                (7)           1,461
      Operating expenses previously paid by or allocated to MHC          -                150              150
                                                                      -----              ----            -----
         Total general, administrative and other expenses             5,453               192            5,645
                                                                      -----              ----            -----

         Net earnings before income taxes                             1,591              (186)           1,405

    Federal income taxes (benefits)                                     541               (80)             461
                                                                      -----              ----            -----

         Net earnings                                                $1,050             $(106)          $  944
                                                                      =====              ====            =====

    Basic and diluted earnings per share                               $.40             $(.04)            $.36
                                                                        ===              ====              ===

    Stockholders' equity                                            $25,207             $(106)         $25,101
                                                                     ======              ====           ======
</TABLE>


                         Wayne Savings Bancshares, Inc.
<TABLE>
<CAPTION>
      Condensed Consolidated Statement of Earnings and Stockholders' Equity
                  For the three months ended December 31, 2000
                                 (In thousands)

                                                                 As Previously      Adjustments           As
                                                                   Reported         Inc. (Dec.)        Restated
<S>                                                                   <C>                <C>             <C>
    Net interest income after provision for loan losses              $2,065              $  1           $2,066
    Other income                                                        289                -               289
    General, administrative and other expenses:
      Employee compensation                                             970               (18)             952
      Occupancy and equipment                                           322                18              340
      All other operating expenses                                      466                19              485
      Operating expenses previously paid by or allocated to MHC          -                 36               36
                                                                      -----               ---            -----
         Total general, administrative and other expenses             1,758                55            1,813
                                                                      -----               ---            -----

         Earnings before income taxes                                   596               (54)             542

    Federal income taxes (benefits)                                     201               (29)             172
                                                                      -----               ---            -----

         Net earnings                                                $  395              $(25)          $  370
                                                                      =====               ===            =====

    Basic and diluted earnings per share                               $.15             $(.01)            $.14
                                                                        ===              ====              ===
</TABLE>




                                       17
<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

         (a)  Exhibits:
                EX-99.1                 Certification of Chief Executive Officer
                                          and Chief Financial Officer

                EX-99.2                 Certification of Chief Executive Officer
                                          and Chief Financial Officer

         (b)  Reports on Form 8-K:      None.


















                                       18
<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:      October 1, 2002                    By: /s/Charles C. Finn
       --------------------------                 -----------------------------
                                                    Charles C. Finn
                                                    Chairman and President





Date:      October 1, 2002                    By: /s/Michael C. Anderson
       --------------------------                 -----------------------------
                                                    Michael C. Anderson
                                                     Chief Financial Officer









































                                       19