UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB

(Mark One)

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

For the quarterly period ended            June 30, 2000
                                ----------------------------------------------

                                       OR

[  ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ____________ to _______________

Commission File Number:                    0-23433
                         ---------------------------------------

                         WAYNE SAVINGS BANCSHARES, INC.
----------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

     United  States                                        31-1557791
(State or other jurisdiction of                          (IRS  Employer
incorporation or organization)                         Identification No.)


                  151 North Market Street, Wooster, Ohio 44691
-----------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (330) 264-5767
-----------------------------------------------------------------------------
                           (Issuer's telephone number)

-----------------------------------------------------------------------------
(Former  name,  former  address and former  fiscal year,  if changed  since last
report)

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 [  ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest  practicable date: August 8, 2000 - 2,606,415 shares of
common stock at $1.00 par value

Transitional Small Business Disclosure Format (Check one):  Yes [ ]     No [X]





                                       1
<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                                                       9


PART II -  OTHER INFORMATION                                               12

SIGNATURES                                                                 13
























                                       2
<PAGE>


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

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)
                                                                                                June 30,      March 31,
         ASSETS                                                                                     2000           2000
<S>                                                                                                 <C>             <C>
Cash and due from banks                                                                         $  2,526       $  2,502
Federal funds sold                                                                                 2,775          3,475
Interest-bearing deposits in other financial institutions                                          7,443          8,332
                                                                                                 -------        -------
         Cash and cash equivalents                                                                12,744         14,309
Certificates of deposit in other financial institutions                                               -           4,000
Investment securities - at amortized cost, approximate
  market value of $22,386 and $22,634 as of June 30, 2000
  and March 31, 2000                                                                              23,148         23,199
Mortgage-backed securities available for sale - at market                                          3,392          3,450
Mortgage-backed securities - at cost, approximate
  market value of $7,058 and $6,938 as of June 30, 2000
  and March 31, 2000                                                                               7,053          7,046
Loans receivable - net                                                                           240,199        237,095
Loans held for sale - at lower of cost or market                                                     618            317
Office premises and equipment - at depreciated cost                                                8,461          8,160
Real estate acquired through foreclosure                                                              90             90
Federal Home Loan Bank stock - at cost                                                             3,322          3,160
Accrued interest receivable on loans                                                               1,306          1,255
Accrued interest receivable on mortgage-backed securities                                             72             60
Accrued interest receivable on investments and interest-bearing deposits                             351            354
Prepaid expenses and other assets                                                                  1,426          1,390
Prepaid federal income taxes                                                                          22            184
                                                                                                 -------        -------

         Total assets                                                                           $302,204       $304,069
                                                                                                 =======        =======

         LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                                                        $264,835       $264,952
Advances from the Federal Home Loan Bank                                                          10,000         12,000
Advances by borrowers for taxes and insurance                                                        779            777
Accrued interest payable                                                                             283            228
Accounts payable on mortgage loans serviced for others                                               115            100
Other liabilities                                                                                    728            516
Deferred federal income taxes                                                                        376            375
                                                                                                 -------        -------
         Total liabilities                                                                       277,116        278,948

Stockholders' equity
  Common stock (20,000,000  shares of $1.00 par value authorized;  2,637,629 and
    2,632,229 shares issued at June 30, 2000
    and March 31, 2000)                                                                            2,638          2,632
  Additional paid-in capital                                                                      14,414         14,393
  Retained earnings - substantially restricted                                                     8,707          8,777
  Less  33,214 shares, of treasury stock - at cost                                                  (645)          (645)
  Unrealized losses on securities available for sale, net of related tax effects                     (26)           (36)
                                                                                                 -------        -------
    Total stockholders' equity                                                                    25,088         25,121
                                                                                                 -------        -------

    Total liabilities and stockholders' equity                                                  $302,204       $304,069
                                                                                                 =======        =======

</TABLE>






                                       3
<PAGE>


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

                       CONSOLIDATED STATEMENTS OF EARNINGS

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

                                                                                                 2000              1999
<S>                                                                                              <C>                <C>
Interest income
  Loans                                                                                        $4,595            $4,304
  Mortgage-backed securities                                                                      164               108
  Investment securities                                                                           361               170
  Interest-bearing deposits and other                                                             217               324
                                                                                                -----             -----
         Total interest income                                                                  5,337             4,906

Interest expense
  Deposits                                                                                      3,045             2,682
  Borrowings                                                                                      116               127
                                                                                                -----             -----
         Total interest expense                                                                 3,161             2,809
                                                                                                -----             -----

         Net interest income                                                                    2,176             2,097

         Provision for losses on loans                                                             51                21
                                                                                                -----             -----

         Net interest income after provision for
           losses on loans                                                                      2,125             2,076

Other income
  Gain on sale of loans                                                                            20                20
  Gain on sale of assets                                                                           -                  1
  Service fees, charges and other operating                                                       198               169
                                                                                                -----             -----
         Total other income                                                                       218               190

General, administrative and other expense
  Employee compensation and benefits                                                            1,066               877
  Occupancy and equipment                                                                         329               342
  Federal deposit insurance premiums                                                               18                35
  Franchise taxes                                                                                  50                88
  Other operating                                                                                 441               407
                                                                                                -----             -----
         Total general, administrative and other expense                                        1,904             1,749
                                                                                                -----             -----

         Earnings before income taxes                                                             439               517

Federal income taxes
  Current                                                                                         148               376
  Deferred                                                                                          1              (201)
                                                                                                -----             -----
         Total federal income taxes                                                               149               175
                                                                                                -----             -----

         NET EARNINGS                                                                          $  290            $  342
                                                                                                =====             =====

         EARNINGS PER SHARE

            Basic                                                                               $0.11             $0.13
                                                                                                 ====              ====

            Diluted                                                                             $0.11             $0.13
                                                                                                 ====              ====
</TABLE>







                                       4
<PAGE>


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

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

                                                                                                 2000              1999
<S>                                                                                               <C>              <C>
Net earnings                                                                                     $290              $342

Other comprehensive income (loss) net of tax:
  Unrealized holding gains (losses) on securities during the period, net of tax
    of $5 and $(23) in 2000 and 1999, respectively                                                 10               (44)
                                                                                                  ---               ---

Comprehensive income                                                                             $300              $298
                                                                                                  ===               ===

Accumulated comprehensive loss                                                                   $(26)             $(42)
                                                                                                  ===               ===
</TABLE>





































                                       5
<PAGE>


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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

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

                                                                                                 2000              1999
<S>                                                                                              <C>                <C>
Cash flows from operating activities:
  Net earnings for the period                                                                 $   290           $   342
  Adjustments to reconcile net earnings to net cash
  provided by (used in) operating activities:
    Amortization of discounts and premiums on loans,
      investments and mortgage-backed securities - net                                              4                 4
    Amortization of deferred loan origination fees                                                (44)             (116)
    Depreciation and amortization                                                                 146               168
    Loans originated for sale in the secondary market                                          (2,421)           (1,750)
    Proceeds from sale of loans                                                                 2,119             3,321
    Loss on sale of loans                                                                           1                14
    Provision for losses on loans                                                                  51                21
    Federal Home Loan Bank stock dividends                                                        (60)              (51)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable on loans                                                        (51)              (20)
      Accrued interest receivable on mortgage-backed securities                                   (12)              (11)
      Accrued interest receivable on investments and interest-bearing deposits                      3               (86)
      Prepaid expenses and other assets                                                           (36)              574
      Accrued interest payable                                                                     55                15
      Accounts payable on mortgage loans serviced for others                                       15                94
      Other liabilities                                                                           212              (126)
      Federal income taxes
        Current                                                                                   162                25
        Deferred                                                                                    1              (201)
                                                                                               ------            ------
          Net cash provided by operating activities                                               435             2,217

Cash flows provided by (used in) investing activities:
  Purchase of investment securities                                                                -             (2,000)
  Proceeds from maturity of investment securities                                                  58             1,062
  Purchase of mortgaged-backed securities                                                      (1,000)           (4,835)
  Principal repayments on mortgage-backed securities                                            1,060             1,164
  Loan principal repayments                                                                     9,304            12,225
  Loan disbursements                                                                          (12,689)          (21,669)
  Purchase of office premises and equipment - net                                                (445)             (952)
  Decrease in certificates of deposit in other financial institutions                           4,000                -
                                                                                               ------            ------
          Net cash provided by (used in) investing activities                                     288           (15,005)
                                                                                               ------            ------

          Net cash provided by (used in) operating and investing activities
            (balance carried forward)                                                             723           (12,788)
                                                                                               ------            ------
</TABLE>







                                       6
<PAGE>


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

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

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

                                                                                                   2000            1999
<S>                                                                                                <C>              <C>
          Net cash provided by (used in) operating and investing activities
            (balance brought forward)                                                         $     723        $(12,788)

Cash flows provided by (used in) financing activities:
  Net increase (decrease) in deposit accounts                                                      (117)         14,115
  Proceeds from Federal Home Loan Bank advances                                                   2,000              -
  Repayment of Federal Home Loan Bank advances                                                   (4,000)             -
  Advances by borrowers for taxes and insurance                                                       2            (398)
  Proceeds from exercise of stock options                                                            27               1
  Dividends paid on common stock                                                                   (200)           (192)
  Purchase of treasury shares                                                                        -              (52)
                                                                                                 ------         -------
          Net cash provided by (used in) financing activities                                    (2,288)         13,474
                                                                                                 ------         -------

Net increase (decrease) in cash and cash equivalents                                             (1,565)            686

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

Cash and cash equivalents at end of period                                                      $12,744        $ 16,931
                                                                                                 ======         =======


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

    Interest on deposits and borrowings                                                         $ 3,106        $  2,794
                                                                                                 ======         =======


Supplemental disclosure of noncash investing activities:
  Unrealized gains (losses) on securities designated as
    available for sale, net of related tax effects                                              $    10        $    (44)
                                                                                                 ======         =======

  Recognition of mortgage servicing rights in accordance
    with SFAS No. 125                                                                           $    21        $     34
                                                                                                 ======         =======

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



                                       7

<PAGE>


                         Wayne Savings Bancshares, Inc.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                For the three months ended June 30, 2000 and 1999


1.       Basis of Presentation

         The  accompanying  unaudited  consolidated  financial  statements  were
         prepared  in  accordance  with   instructions   for  Form  10-QSB  and,
         therefore,  do not include  information  or footnotes  necessary  for a
         complete presentation of financial position,  results of operations and
         cash flows in conformity with generally accepted accounting principles.
         Accordingly,  these financial  statements should be read in conjunction
         with the  financial  statements  and  notes  thereto  of Wayne  Savings
         Bancshares,  Inc.  included in the Annual Report on Form 10-KSB for the
         year  ended  March  31,  2000.  In  the  opinion  of  management,   all
         adjustments  (consisting only of normal  recurring  accruals) which are
         necessary for a fair presentation of the financial statements have been
         included.  The results of operations for the  three-month  period ended
         June 30, 2000 are not  necessarily  indicative of the results which may
         be expected for an entire fiscal year.

         Wayne  Savings  Community  Bank has eight  banking  locations in Wayne,
         Holmes,  Ashland and Medina counties,  Ohio, in addition to its Village
         Savings Bank, F.S.B. subsidiary now serving Stark county.

2.       Principles of Consolidation

         The  accompanying   consolidated  financial  statements  include  Wayne
         Savings   Bancshares,   Inc.  (the  "Company")  and  its   wholly-owned
         subsidiary,  Wayne  Savings  Community  Bank  ("Wayne  Savings"  or the
         "Bank").  In fiscal  1999 the Bank formed a new  federal  savings  bank
         subsidiary in North Canton,  Ohio named  Village  Savings Bank,  F.S.B.
         ("Village"), together referred to as "the Banks".

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

3.       Earnings Per Share

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













                                       8
<PAGE>


                         Wayne Savings Bancshares, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                For the three months ended June 30, 2000 and 1999


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

         For the three months ended June 30                        2000                  1999
<S>                                                             <C>                    <C>
         Weighted average common shares
           outstanding (basic)                                2,603,644             2,604,350

         Dilutive effect of assumed exercise
           of stock options                                      14,974                20,807
                                                              ---------             ---------

         Weighted average common shares
           outstanding (diluted)                              2,618,618             2,625,157
                                                              =========             =========
</TABLE>

4.       Effects of Recent Accounting Pronouncements

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

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

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

Discussion of Financial Condition Changes from March 31, 2000 to June 30, 2000

At June 30, 2000, the Company had total assets of $302.2 million,  a decrease of
$1.9 million,  or 0.6%, from March 31, 2000. The decrease was due primarily to a
$2.0  million  reduction  in the balance of advances  from the Federal Home Loan
Bank.

Cash  and  due  from  banks,  federal  funds  sold,  interest-bearing  deposits,
certificates of deposit and investment  securities totaled  approximately  $35.9
million, a decrease of approximately $5.6 million, or 13.5%, from March 31, 2000
levels.  Regulatory  liquidity  approximated 15.8% at June 30, 2000, compared to
17.9% at March  31,  2000.  During  the  quarter  ended  June 30,  2000,  excess
liquidity was used to fund loan originations and to repay Federal Home Loan Bank
advances.



                                       9
<PAGE>


                         Wayne Savings Bancshares, Inc.

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


Discussion of Financial  Condition  Changes from March 31, 2000 to June 30, 2000
(continued)

Loans  receivable  increased by  approximately  $3.4 million,  or 1.4%, over the
March 31, 2000 total.  This increase  resulted from loan  disbursements of $15.1
million, which were partially offset by principal repayments of $9.3 million and
sales of $2.1 million.  The allowance for loan losses  totaled  $846,000 at June
30, 2000, as compared to $793,000 at March 31, 2000. Nonperforming loans totaled
$192,000 at June 30, 2000 and $200,000 at March 31, 2000. The allowance for loan
losses  totaled  440.6% and 396.5% of  nonperforming  loans at June 30, 2000 and
March 31, 2000,  respectively.  Although  management believes that its allowance
for loan losses at June 30, 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 decreased by approximately  $117,000 during the quarter,  to a total of
$264.8 million at June 30, 2000.  Interest  crediting of $3.0 million during the
quarter nearly offset withdrawals of $3.1 million.

The  Banks are  subject  to  capital  standards,  which  generally  require  the
maintenance of regulatory  capital  sufficient to meet each of three tests,  the
tangible capital  requirement,  the core capital  requirement and the risk-based
capital  requirement.  At June  30,  2000,  both  Wayne  Savings  and  Village's
regulatory capital exceeded all minimum capital requirements.

Comparison of Operating  Results for the Three Month Periods Ended June 30, 2000
and 1999

Net earnings  totaled  $290,000  for the three  months  ended June 30, 2000,  as
compared to net  earnings of $342,000 for the same period in 1999, a decrease of
$52,000,  or 15.2%.  The decrease in net  earnings  resulted  primarily  from an
increase of $155,000,  or 8.9%, in general,  administrative  and other  expense,
which was partially  offset by an increase of $79,000,  or 3.8%, in net interest
income, and an increase of $28,000, or 14.7%, in other income.

Net Interest Income

Interest on loans and  mortgage-backed  securities  totaled $4.8 million for the
three  months ended June 30, 2000,  an increase of $347,000,  or 7.9%,  over the
same  period  in 1999.  The  increase  can be  primarily  attributed  to a $20.7
million,  or 9.1%,  increase in the average balance of loans and mortgage-backed
securities outstanding.

Interest on investments and  interest-bearing  deposits increased by $84,000, or
17.0%,  during the three  months  ended June 30,  2000,  as compared to the same
period in 1999,  as a result of a slight  increase in the average  balance  from
year to year, coupled with an increase in the average yield.

Interest  expense on deposits and  borrowings  increased by $352,000,  or 12.5%,
during the three months ended June 30, 2000,  over the same period in 1999.  The
increase can be primarily  attributed to an $24.5 million,  or 9.7%, increase in
the average balance of  interest-bearing  liabilities year to year, coupled with
an increase in the average cost.

As a result of the foregoing  changes in interest  income and interest  expense,
net interest income increased by $79,000, or 3.8%, during the three months ended
June 30, 2000, as compared to the same period in 1999.



                                       10
<PAGE>


                         Wayne Savings Bancshares, Inc.

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


Comparison of Operating  Results for the Three Month Periods Ended June 30, 2000
and 1999(continued)

Provision for Losses on Loans

A  provision  for  losses on loans is  charged  to  earnings  to bring the total
allowance for loan losses to a level considered  appropriate by management based
on  historical  experience,  the  volume and type of  lending  conducted  by the
Company,  the  status  of past due  principal  and  interest  payments,  general
economic  conditions,  particularly as such  conditions  relate to the Company's
market area, and other factors  related to the  collectibility  of the Company's
loan  portfolio.  As a result of such  analysis,  management  recorded a $51,000
provision  for losses on loans  during  the three  months  ended June 30,  2000,
primarily  due to  growth  in  the  loan  portfolio  coupled  with  management's
assessment of the collateral  securing  nonperforming  loans.  The provision for
losses on loans is  recorded  based  upon  management's  assessment  of the risk
inherent in the loan  portfolio.  There can be no  assurance  that the loan loss
allowance  of the  Company  will be adequate  to cover  losses on  nonperforming
assets in the future.

Other Income

Other income  totaled  $218,000  for the three  months  ended June 30, 2000,  an
increase of $28,000,  or 14.7%,  from the comparable 1999 period.  This increase
was due primarily to the $29,000,  or 17.2%,  increase in service fees,  charges
and other operating income.

General, Administrative and Other Expense

General, administrative and other expense increased by $155,000, or 8.9%, during
the current three month period, due primarily to a $189,000,  or 21.6%, increase
in employee  compensation and benefits and a $34,000, or 8.4%, increase in other
operating expense,  which were partially offset by a $17,000, or 48.6%, decrease
in federal  deposit  insurance  premiums  and a $38,000,  or 43.2%,  decrease in
franchise  taxes.  The  increase in employee  compensation  and benefits was due
primarily  to  the  costs  associated  with  the  addition  of new  branches  as
previously  discussed,  as well as a reduction  in loan costs  deferred  for the
period  compared to the same  period in 1999.  The  increase in other  operating
expense was primarily  attributable to increased  advertising and related costs.
The  decrease  in federal  deposit  insurance  premiums  was due to a decline in
insurance  rates.  The  decrease  in  franchise  taxes  was due  primarily  to a
reduction in the rate of tax.

Federal Income Taxes

The provision for federal income taxes amounted to $149,000 for the three months
ended June 30,  2000, a decrease of $26,000,  or 14.9%,  as compared to the same
period in 1999.  The  decrease  resulted  primarily  from a  $78,000,  or 15.1%,
decrease in pretax  earnings year to year. The effective tax rates for the three
months ended June 30, 2000 and 1999 were 33.9% and 33.8%, respectively.








                                       11
<PAGE>


                         Wayne Savings Bancshares, Inc.

                                     PART II


ITEM 1.  Legal Proceedings

         Not applicable


ITEM 2.  Changes in Securities and Use of Proceeds

         Not applicable


ITEM 3.  Defaults Upon Senior Securities

         Not applicable


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

         On  July  27,  2000,  the  Annual  Meeting  of  the  Company's
         Stockholders  was held.  Two  directors  were elected to terms
         expiring in 2003 by the following votes:

             Kenneth G. Rhode         For:  2,211,527         Withheld:  22,994
             James C. Morgan          For:  2,216,819         Withheld:  17,702

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

         Ratification  of the  appointment  of  Grant  Thornton  LLP as
         independent  auditors of the Company for the fiscal year ended
         March 31, 2001.

             For:  2,180,455          Against:  0              Abstain:  54,066

ITEM 5.  Other Information

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


ITEM 6.  Exhibits and Reports on Form 8-K

         Exhibits:
            27                       Financial Data Schedule for the three month
                                     period ended June 30, 2000.









                                       12
<PAGE>



                                   SIGNATURES

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





Date:      August 10, 2000                     By: /s/Charles F. Finn
       ------------------------                    --------------------------
                                                   Charles F. Finn
                                                   Chairman and President





Date:      August 10, 2000                     By: /s/Todd  J. Tappel
       ------------------------                    --------------------------
                                                   Todd J. Tappel
                                                   Chief Financial Officer


































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