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) January 30, 2006

WAYNE SAVINGS BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Delaware	0-23433	31-1557791
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)
151 N. Market St., Wooster, Ohio		44691
(Address of principal executive offices)		(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 (see General Instruction A.2 below):

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

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

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

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

1

Item 2.02  Results of Operations and Financial Condition

On January 30, 2006, Wayne Savings Bancshares, Inc. (the “Company”) issued a press release announcing its earnings for the quarter and nine months ended December 31, 2005. A copy of the press release dated January 30, 2006 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 9.01Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits

Exhibit No.	Description
99	Press release, dated January 30, 2006

2

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.

	WAYNE SAVINGS BANCSHARES, INC.
DATE: January 30, 2006	By:	/s/ H. Stewart Fitz Gibbon III
		H. Stewart Fitz Gibbon III
		Senior Vice President
		Chief Financial Officer

3

EX-99

NEWS RELEASE

FOR RELEASE: IMMEDIATELY

WAYNE SAVINGS BANCSHARES, INC. ANNOUNCES EARNINGS FOR THE

QUARTER AND NINE MONTHS ENDED DECEMBER 31, 2005

Wooster, Ohio (January 30, 2006) - Wayne Savings Bancshares, Inc. (NASDAQ:WAYN), the stock holding company parent of Wayne Savings Community Bank, reported net earnings of $171,000 or $.05 per diluted share for the third fiscal quarter ended December 31, 2005, compared to net earnings of $403,000 or $.11 per diluted share for the quarter ended December 31, 2004. The decrease in earnings was primarily due to $225,000 of incremental and non-recurring net compensation and retirement costs associated with the death of the Company’s former Chief Executive Officer and the retirement of the Company’s Chief Operating Officer, as previously announced.

Net interest income before provision for loan losses increased $110,000 for the quarter ended December 31, 2005 compared to the quarter ended December 31, 2004. Interest income increased $516,000 during the 2005 quarter as a result of prime rate increases and a shift in balance sheet composition from investment securities and mortgage loans toward higher yielding commercial loans. Interest expense increased $406,000 during the quarter as a result of increased rates paid on certificates of deposit and a shift in deposit composition from savings and checking deposits to higher rate certificates of deposit. Other income increased $78,000, due primarily to an unanticipated gain of $63,000 on Bank Owned Life Insurance (BOLI). Recurring service charges, fees and other operating income increased $39,000, including $22,000 of trust income, while cyclical gains on sales of loans decreased by $21,000 and BOLI income decreased by $3,000. General, administrative and other expense increased by $594,000 due primarily to an unanticipated pension expense of $421,000 related to the aforementioned death of the Company’s former CEO and retirement of the Company’s former COO. Such increase was also due to the hiring of additional personnel in order to enhance the scope and ability of the commercial lending department and to establish the trust department.

For the nine month period ended December 31, 2005, net earnings totaled $1,078,000, or $0.32 per diluted share, compared to net earnings of $1,354,000, or $0.37 per diluted share for the nine months ended December 31, 2004. Net earnings for the 2005 period were significantly impacted by the incremental and non-recurring retirement costs discussed above.

Net interest income before provision for loan losses increased $350,000 for the nine months ended December 31, 2005 compared to the nine months ended December 31, 2004. Interest income increased $1,370,000 during the nine month period in 2005 as a result of prime rate increases and a shift in balance sheet composition from investment securities and mortgage loans toward higher yielding commercial loans. Interest expense increased $1,020,000 during the nine month period as a result of increased rates paid on certificates of deposit and a shift in deposit composition from savings and checking deposits to higher rate certificates of deposit. Other income increased $34,000, due primarily to an unanticipated gain of $63,000 on BOLI, an increase of $80,000 in recurring service charges, fees and other operating income that included $49,000 in trust fees, offset by a $94,000 decrease in cyclical gains on sale

MORE

PAGE 2

of loans and a decrease of $15,000 in BOLI income. The increase in net interest income and other income during the nine month period was offset by a $916,000 increase in general, administrative and other expense. The increase in general, administrative and other expense, consisting mainly of higher compensation and benefits, for the nine months ended December 31, 2005 compared to the same period in 2004, was mainly due to the $421,000 pension plan expense discussed above, along with expenses due to the acquisition of Stebbins National Bank completed on June 1, 2004, and the hiring of additional personnel in order to enhance the scope and ability of the commercial lending department and to establish the trust department.

According to Phillip E. Becker, President and Chief Executive Officer, the Company has continued its strategic initiatives of growing the commercial lending and trust businesses during a period in which the Company has gone through significant management changes.

At December 31, 2005, Wayne Savings Bancshares, Inc. reported total assets of $398.0 million, a decrease of $5.4 million, or 1.3%, over total assets of $403.4 million at March 31, 2005. Deposits increased $8.3 million, or 2.6% to $328.9 million from $320.6 million at March 31, 2005. Stockholders’ equity on December 31, 2005 amounted to $35.5 million, or 8.93% of total assets.

Established in 1899, Wayne Savings Community Bank, the wholly owned subsidiary of Wayne Savings Bancshares, Inc., has eleven full-service banking locations in the communities of Wooster, Ashland, Millersburg, Rittman, Lodi, North Canton, and Creston, Ohio.

Statements contained in this news release which are not historical facts may be forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated due to a number of factors. Factors which could result in material variations include, but are not limited to, changes in interest rates which could affect net interest margins and net interest income, competitive factors which could affect net interest income and noninterest income, changes in demand for loans, deposits and other financial services in the Company's market area; changes in asset quality, general economic conditions as well as other factors discussed in documents filed by the Company with the Securities and Exchange Commission from time to time. The Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

CONTACT PERSON: H. STEWART FITZ GIBBON III SENIOR VICE PRESIDENT CHIEF FINANCIAL OFFICER (330) 264-5767

WAYNE SAVINGS BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CONDITION
(Dollars in thousands, except per share data)
	December 31, 2005			March 31, 2005
	(Unaudited)
ASSETS
Cash, cash equivalents, & investment securities	$	88,583		$	102,798
Mortgage-backed securities, net (1)		53,432			60,352
Loans receivable, net (1)		229,802			213,627
Federal Home Loan Bank stock		4,559			4,386
Office premises & equipment, net		8,664			8,922
Real estate acquired through foreclosure		54			35
Other assets		12,874			13,281
TOTAL ASSETS	$	397,968		$	403,401
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposit accounts	$	328,868		$	320,586
Advances from Federal Home Loan Bank		30,500			40,000
Advances by borrowers for taxes & insurance		904			612
Accounts payable on mortgage loans serviced for others		367			231
Other liabilities		1,788			1,773
TOTAL LIABILITIES		362,427			363,202
Common stock (3,934,874 and 3,907,318 shares of $.10 par value issued at
December 31, 2005 and March 31, 2005, respectively)		393			391
Additional paid-in capital		35,634			35,133
Retained earnings		11,233			11,371
Less required contributions for shares acquired by Employee Stock Ownership Plan		(1,260	)		(1,304	)
Less Treasury Stock		(9,625	)		(4,600	)
Accumulated other comprehensive loss		(834	)		(792	)
TOTAL STOCKHOLDERS' EQUITY		35,541			40,199
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	397,968		$	403,401
(1) Includes available for sale classifications.

CONSOLIDATED STATEMENTS OF EARNINGS
(Dollars in Thousands)
	Three Months Ended					Nine Months Ended
	December 31,					December 31,
	2005			2004		2005		2004
	(Unaudited)					(Unaudited)
Interest income		4,981			4,465		14,460		13,090
Interest expense		2,117			1,711		5,965		4,945
Net interest income		2,864			2,754		8,495		8,145
Provision for losses on loans		0			15		0		45
Net interest income after provision for loan losses		2,864			2,739		8,495		8,100
Other income		467			389		1,321		1,287
General, administrative, and other expense		3,186			2,592		8,457		7,541
Earnings before federal income taxes		145			536		1,359		1,846
Federal income taxes (benefit)		(26	)		133		281		492
Net earnings	$	171		$	403	$	1,078	$	1,354

CONSOLIDATED FINANCIAL HIGHLIGHTS
(Dollars in thousands, except per share data)
	For the Three Months
	Ended December 31,
	(Unaudited)
	2005			2004
Quarterly Results
Net Interest Income	$	2,864		$	2,754
Net Earnings	$	171		$	403
Earnings Per Share:
Basic		0.05			0.11
Diluted		0.05			0.11
Return on Average Assets (Annualized)		.17	%		.42	%
Return on Average Equity (Annualized)		1.9	%		3.9	%

	For the Nine Months
	Ended December 31,
	(Unaudited)
	2005			2004
Year to Date Results
Net Interest Income	$	8,495		$	8,145
Net Earnings	$	1,078		$	1,354
Earnings Per Share:
Basic		0.32			0.38
Diluted		0.32			0.37
Return on Average Assets (Annualized)		.36	%		.47	%
Return on Average Equity (Annualized)		3.8	%		4.3	%

	December 31,			March 31,
	2005			2005
	(Unaudited)
End of Period Data
Total Assets	$	397,968		$	403,401
Stockholders' Equity to Total Assets		8.93	%		9.97	%