8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 3, 2004

WAYNE SAVINGS BANCSHARES, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation) 0-23433
(Commission File No.) 31-1557791
(IRS Employer Identification No.)

151 N. Market St., Wooster, Ohio
(Address of principal executive offices) 44691
(Zip Code)

Registrant's telephone number, including area code:  (330) 264-5767

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨    Pre-commencement communications pursuant to Rule 13ec-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02  Results of Operations and Financial Condition

        On November 2, 2004, Wayne Savings Bancshares, Inc. (the “Company”) announced its earnings for the six months ended September 30, 2004. A copy of the press release dated November 2, 2004, describing earnings for these periods is attached as Exhibit 99 to this report. This press release is being furnished to the SEC and shall not be deemed to be “filed” for any purpose.

Item 9.01  Financial Statements and Exhibits

(a)
(b)
(c) Not Applicable.
Not Applicable.
Exhibits.

Exhibit No.

99 Description

Press release dated November 2, 2004

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, hereunto duly authorized.

DATE:   November 3, 2004

WAYNE SAVINGS BANCSHARES, INC.


By: /s/ Charles F. Finn
Charles F. Finn
President and Chief Executive Officer

EX-99

EXHIBIT 99

WAYNE SAVINGS BANCSHARES, INC.
ANNOUNCES QUARTERLY EARNINGS

NEWS RELEASE
NASDAQ SYMBOL: WAYN
RELEASE DATE: November 2, 2004
CONTACT PERSONS: CHARLES F. FINN
                                            CHAIRMAN AND CEO
                                             MICHAEL C. ANDERSON CFO
                                            (330) 264-5767

FOR IMMEDIATE RELEASE

        WOOSTER, OHIO—Wayne Savings Bancshares, Inc. (NASDAQ: WAYN), the stock holding company parent of Wayne Savings Community Bank, reported net earnings of $489,000 or $.13 per diluted share for the quarter ended September 30, 2004, compared to net earnings of $613,000 or $.16 per diluted share for the quarter ended September 30, 2003.

        Net interest income increased $67,000 to a total of $2.7 million in the quarter ended September 30, 2004 compared to the same quarter last year, and other income increased $14,000 to a total of $493,000. Net interest income includes the addition of Stebbins National Bank net interest income for the quarter ended September 30, 2004. The increase in net interest income and other income in the 2004 quarter were more than offset by a $309,000 increase in general, administrative and other expense. The expense increases were mainly due to higher franchise taxes from the full stock conversion completed in 2003, increases in occupancy and equipment expense from the conversion to a new computer operating system in May 2004 and higher employee compensation from normal merit increases and increased benefit plan costs, which includes the effect of the Stebbins National Bank acquisition completed on June 1, 2004.

        For the six month period ended September 30, 2004, net earnings totaled $951,000, or $.26 per diluted share, compared to net earnings of $1,344,000 or $.36 per diluted share for the six months ended September 30, 2003. The decrease in net earnings was primarily attributable to a decrease in net interest income of $105,000, mainly due to the Company’s current strategy of keeping assets with a shorter average life to protect its interest rate risk position. Net interest income includes the addition of Stebbins National Bank net interest income for the six months ended September 30, 2004. Other income decreased $91,000 and general, administrative and other expense increased $466,000. The overall expense increase in the six month period was again related mainly to franchise tax expense, occupancy and equipment expense from the data processing conversion, and increases in compensation and benefits expense which includes the effect of the Stebbins National Bank acquisition.

        According to Charles Finn, Chairman and CEO, the Company has maintained its strategy of aggressively managing interest rate risk by shortening investment maturities rather than reaching for higher yields through extended maturities. Finn said, “This strategy has negatively affected earnings for the first six months of this fiscal year, but management believes the Company is well-positioned to take advantage of a rising interest rate environment.”

        At September 30, 2004, Wayne Savings Bancshares, Inc. reported total assets of $381.5 million, total deposits of $311.9 million, and stockholders’ equity of $41.9 million, resulting in a capital-to-assets ratio of 10.97%.

        Established in 1899, Wayne Savings Community Bank, the wholly-owned subsidiary of Wayne Savings Bancshares, Inc., has eleven full-service banking locations in Wayne, Holmes, Ashland, Medina, and Stark counties, Ohio.

WAYNE SAVINGS BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CONDITION
(Dollars in thousands, except per share data)

	September 30, 2004			March 31, 2004
	(Unaudited)
ASSETS
Cash, cash equivalents, & investment securities	$	71,288		$	51,469
Mortgage-backed securities, net (1)		69,785			88,428
Loans receivable, net (1)		213,757			205,443
Federal Home Loan Bank stock		4,292			4,205
Office premises & equipment, net		9,171			8,742
Real estate acquired through foreclosure		141			100
Other assets		13,084			10,620
TOTAL ASSETS	$	381,518		$	369,007
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposit accounts	$	311,910		$	291,830
Advances from Federal Home Loan Bank		25,000			30,000
Advances by borrowers for taxes & insurance		565			617
Accounts payable on mortgage loans serviced for others		40			118
Other liabilities		2,148			2,881
TOTAL LIABILITIES		339,663			325,446
Common stock (3,907,318 shares of $.10 par value issued at both
September 30, 2004 and March 31, 2004 respectively)		391			391
Additional paid-in capital		34,377			34,365
Retained earnings		12,799			12,727
Less required contributions for shares acquired by Employee Stock Ownership Plan		(1,380	)		(1,456	)
Shares acquired by Management Recognition Plan		(913	)		(1,142	)
Less Treasury Stock		(3,565	)		(1,803	)
Accumulated other comprehensive income		146			479
TOTAL STOCKHOLDERS' EQUITY		41,855			43,561
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	381,518		$	369,007

(1)     Includes available for sale classifications.

CONSOLIDATED STATEMENTS OF EARNINGS
(Dollars in Thousands)

	Three Months Ended September 30,				Six Months Ended September 30,
	2004 unaudited		2003		2004 unaudited		2003
Interest income	$	4,381	$	4,501	$	8,625	$	9,224
Interest expense		1,609		1,796		3,234		3,728
Net interest income		2,772		2,705		5,391		5,496
Provision for losses on loans		15		31		30		63
Net interest income after provision for losses on loans		2,757		2,674		5,361		5,433
Other income		493		479		898		989
General, administrative, and other expense		2,580		2,271		4,949		4,483
Earnings before federal income taxes		670		882		1,310		1,939
Federal income taxes		181		269		359		595
Net earnings	$	489	$	613	$	951	$	1,344

CONSOLIDATED FINANCIAL HIGHLIGHTS
(Dollars in thousands, except per share data)

	For the Three Months ended Sept 30,
	(Unaudited) 2004			2003
Quarterly Results
Net Interest Income	$	2,772		$	2,705
Net Earnings	$	489		$	613
Earnings Per Share:
Basic		0.13			0.16
Diluted		0.13			0.16
Return on Average Assets (Annualized)		0.51	%		0.66	%

	For the Six Months ended Sept 30,
	(Unaudited) 2004			2003
Year to Date Results
Net Interest Income	$	5,391		$	5,496
Net Earnings	$	951		$	1,344
Earnings Per Share:
Basic		0.26			0.36
Diluted		0.26			0.36
Return on Average Assets (Annualized)		0.51	%		0.72	%

	September 30, 2004 (Unaudited)			March 31, 2004
End of Period Data
Total Assets	$	381,518		$	369,007
Stockholders' Equity to Total Assets		10.97	%		11.80	%