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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------
                                   FORM 10-K/A
                                (AMENDMENT NO. 1)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
                                       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 NUMBER: 0-22399

                                -----------------

                            WAYPOINT FINANCIAL CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              PENNSYLVANIA                                 25-1872581
    (STATE OR OTHER JURISDICTION                        (I.R.S. EMPLOYER
  OF INCORPORATION OR ORGANIZATION)                  IDENTIFICATION NUMBER)

                       235 NORTH SECOND STREET,
                       HARRISBURG, PENNSYLVANIA          17101
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)

                                 (717) 236-4041
                (ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                      NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                                (TITLE OF CLASS)

                                  ------------

     Indicate by checkmark 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 twelve months (or for such shorter period that the
Registrant was required to file reports) and (2) has been subject to such
requirements for the past 90 days.
YES [X] NO [_]

     Indicate by checkmark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. [_]

     Indicate by checkmark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). YES [X] NO [_]

     As of February 24, 2004, there were issued and outstanding 33,293,086
shares of the Registrant's Common Stock.

     The aggregate value of the voting stock held by non-affiliates of the
Registrant, computed by reference to the closing price of the Common Stock as of
February 24, 2004 was approximately $757.7 million.

                       DOCUMENTS INCORPORATED BY REFERENCE

     1. Sections of the Proxy Statement for the 2004 Annual Meeting of
Stockholders (Part III).

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Explanatory Note


Waypoint Financial Corp. (the "Company"), hereby amends Part II, Item 8 of its
Annual Report on Form 10-K for the year ended December 31, 2003, as filed with
the Securities and Exchange Commission on March 12, 2004 (the "Original Form
10-K"). The Company is filing this Amendment No. 1 on Form 10-K/A (this
"Amendment No. 1") solely to add the conformed signature of its independent
auditors, KPMG, LLP, to the Independent Auditors Report (the "Report") relating
to the financial statements included in Item 8 of Part II of the Original Form
10-K. The conformed signature of KPMG, LLP was inadvertently omitted from the
electronic version of the Original Form 10-K, although the Company had a
manually signed copy of the Report when the Original Form 10-K was filed. In
accordance with the rules of the Securities and Exchange Commission, updated
certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 have
been added as Exhibits 31.1 and 31.2 and updated certifications pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 have been added as Exhibits 32.1
and 32.2 to this Amendment No. 1. No other modifications or changes have been
made to the Original Form 10-K or the Company's financial statements included
therein.

This amendment does not reflect the effect of any events subsequent to the
original filing of the Form 10-K for the year ended December 31, 2003, except
for the inclusion of the aforementioned conformed signature.





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                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Shareholders of Waypoint Financial Corp:

We have audited the December 31, 2003 and 2002 consolidated statements of
financial condition of Waypoint Financial Corp. and subsidiaries, and the
related consolidated statements of income, shareholders' equity, and cash flows
for the years then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits. The consolidated financial statements
of Waypoint Financial Corp. and subsidiaries for the year ended December 31,
2001 were audited by other auditors who have ceased operations. Those auditors
expressed an unqualified opinion on those consolidated financial statements,
before the restatement described in Note 24 to the consolidated financial
statements, in their report dated January 16, 2002.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the December 31, 2003 and 2002 consolidated financial statements
referred to above present fairly, in all material respects, the consolidated
financial position of Waypoint Financial Corp. and subsidiaries as of December
31, 2003 and 2002, and the consolidated results of their operations and their
cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.

As discussed in Note 10 to the consolidated financial statements, the Company
changed its method of accounting for goodwill in 2002.

As discussed above, the consolidated financial statements of Waypoint Financial
Corp. and subsidiaries for the year ended December 31, 2001 were audited by
other auditors who have ceased operations. As described in Note 10, these
financial statements have been revised to include the transitional disclosures
required by Statement of Financial Accounting Standards No. 142, Goodwill and
Other Intangible Assets, which was adopted by the Company as of January 1, 2002.
Also as described above, these financial statements have been restated. We
audited the adjustments described in Note 24 that were applied to restate the
consolidated financial statements for the year ended December 31, 2001. In our
opinion, the disclosures and adjustments referred to above are appropriate and
have been properly applied. However, we were not engaged to audit, review, or
apply any procedures to the consolidated financial statements of Waypoint
Financial Corp. and subsidiaries for the year ended December 31, 2001 other than
with respect to such disclosures and adjustments and, accordingly, we do not
express an opinion or any other form of assurance on the consolidated financial
statements for the year ended December 31, 2001 taken as a whole.


                                                       /s/ KPMG LLP



Harrisburg, Pennsylvania
March 9, 2004



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                                   SIGNATURES


      Pursuant to the requirements of Section 13 or 15(d) 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.

                                               Waypoint Financial Corp.

Date: August 19, 2004                          By:  /s/  DAVID E. ZUERN
                                                  ----------------------------
                                                  David E. Zuern
                                                  President and Chief
                                                  Executive Officer



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