8-K

UNITED STATES
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): March 28, 2005

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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01  Regulation FD Disclosure

        On March 28, 2005, Wayne Savings Bancshares, Inc. issued a press release announcing a cash dividend of $.12 per share on the company's common stock for the quarter ended March 31, 2005. A Copy of the press release dated March 28, 2005 is attached as Exhibit 99 to this report. The press release is being furnished to the SEC and shall not be deemed to be “filed” for any purpose.

Item 9.01  Financial Statements, Pro Forma Financial Information and Exhibits

(a) Not applicable.

(b) Not applicable.

(c) Exhibits.

Exhibit No.

        99 Description

Press release, dated March 28, 2005

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:   March 28, 2005

WAYNE SAVINGS BANCSHARES, INC.


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

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EX-99

WAYNE SAVINGS BANCSHARES, INC.
DECLARES QUARTERLY DIVIDEND

Exhibit 99
NASDAQ SYMBOL:   WAYN
RELEASE DATE:          March 28, 2005
CONTACT PERSON: CHARLES F. FINN
                                         CHAIRMAN AND CEO
                                         MICHAEL C. ANDERSON
                                         EVP/CFO
                                         (330) 264-5767

FOR IMMEDIATE RELEASE

        WOOSTER, OHIO- The Board of Directors of Wayne Savings Bancshares, Inc., (NASDAQ: WAYN), the stock holding company parent of Wayne Savings Community Bank of Wooster, Ohio, has declared a cash dividend of $.12 per share on the Company’s common stock for the quarter ending March 31, 2005. This represents an annualized dividend of $.48 per share. The quarterly cash dividend will be paid on April 19, 2005 to stockholders of record as of April 5, 2005.

        At December 31, 2004, Wayne Savings Bancshares, Inc., had total assets of $391.4 million, total deposits of $321.6 million and stockholders’ equity of $41.1 million, resulting in a capital-to-assets ratio of 10.5%. 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.

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