SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    Form 8-K/A

                                 CURRENT REPORT

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

          Date of Report (Date of earliest event reported): May 1, 2002

                         Wayne Savings Bancshares, Inc.
           -----------------------------------------------------------
             (Exact name of registrant as specified in its charter)

       United States                     0-23433                  31-1557791
- ----------------------------       --------------------      -------------------
(State or other jurisdiction       (Commission File No.)      (I.R.S. Employer
      of incorporation)                                      Identification No.)




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



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







Item 5.        Other Events.
               -------------

     On May 1, 2002,  Wayne  Savings  Bankshares,  MHC (the  "MHC"),  the mutual
holding company of Wayne Savings Bancshares, Inc. (the "Registrant"), filed with
the Office of Thrift  Supervision  ("OTS")  its second  amendment  to Form AC in
connection  with its  conversion  to a capital stock  corporation.  The MHC is a
federally chartered mutual holding company that owns approximately 52.6 % of the
outstanding shares of common stock of the Registrant, which in turn owns 100% of
the issued and  outstanding  shares of capital stock of Wayne Savings  Community
Bank,  an  Ohio  savings  and  loan  association  (the  "Bank").  As part of the
conversion  transaction,  a new Delaware  corporation,  also named Wayne Savings
Bancshares,  Inc. (the "Company"), will be formed as the holding company for the
Bank.

     The second amendment included an updated independent valuation, dated as of
April 19, 2002,  of the  estimated  pro forma market value of the Company.  This
updated valuation ranged from a low of $33.1 million to a high of $44.8 million,
with a mid-point of $39.0 million.  This represents an increase of approximately
14% in the  Registrant's  appraised  value since the November 30, 2001 appraisal
contained in the MHC's first amendment. Based on this updated valuation,  shares
held by the public  stockholders  of the Registrant will be exchanged for shares
of the Company at an exchange  ratio  estimated to be between 1.2901 and 1.7454,
with a mid-point  of 1.5177.  Both the pro forma market value of the Company and
the exchange ratio are subject to a 15% increase based on market  conditions and
other factors.

     In connection with the conversion,  the Company will conduct an offering of
an  estimated  1,742,500  shares (at the  minimum) to  2,357,500  shares (at the
maximum),  with the mid-point of 2,050,000 shares. The offering, too, is subject
to a 15% increase.

     In connection with its review of the MHC's conversion application,  the OTS
requested,  and the Registrant agreed, to expense certain operating costs in its
financial  statements that were  previously paid by,  reimbursed or allocated to
the MHC. The inclusion of these intercompany operating costs in the Registrant's
consolidated  statements of earnings  would result in an after-tax  reduction in
previously reported net earnings for the nine months ended December 31, 2001 and
2000 and the fiscal  years  ended  March 31,  2001,  2000 and 1999,  of $23,000,
$99,000,   $99,000,   $148,000  (including  $122,000  in  previously   allocated
organization costs) and $11,000,  respectively. The $281,000 cumulative downward
effect of these intercompany adjustments on stockholders' equity at December 31,
2001 would be  substantially  offset by the  reversal of  $258,000 in  dividends
previously  paid by the  Registrant  to the MHC.  The  reversal of the  dividend
payment was also requested by the OTS. The MHC and the Registrant will be merged
coincident with the conversion and,  therefore,  these intercompany  adjustments
will have no effect on the Company's pro forma stockholders' equity.

     Additionally,  the OTS  requested  and the  Company  agreed to  reduce  the
estimated lives assigned to its office  premises.  The effect of this adjustment
would result in a $22,000,  $22,000 and $30,000 reduction in previously reported
net  earnings  for the nine months  ended  December  31, 2001 and 2000,  and the
fiscal year ended March 31, 2001, respectively.

                                       2


     The combined  effect of the two expense  adjustments  described above would
result in a $0.02, $0.03, $0.05, and $0.06 reduction in the Registrant's diluted
earnings per share for the nine months ended December 31, 2001 and 2000, and the
fiscal  years  ended March 31,  2001 and 2000,  respectively.  There would be no
effect of such  adjustments  on diluted  earnings  per share for the fiscal year
ended March 31, 1999. The cumulative effect of these adjustments would result in
a $74,000 and $30,000 reduction in stockholders' equity at December 31, 2001 and
March 31,  2001,  respectively,  from the  amounts  previously  reported  in the
Registrant's  Form 10-QSB and Form 10-KSB  filed for the periods  ended on those
respective dates.

     The foregoing  adjustments  were included in the MHC's second amendment and
are currently  under review by the OTS staff.  Upon completion of the OTS review
of these  adjustments,  the  Registrant  intends  to  restate  its  consolidated
financials  statements  contained in reports  previously  filed  pursuant to the
Securities Exchange Act of 1934 by amending such reports.

     The  conversion  and the  associated  offering  are  subject  to receipt of
regulatory  approvals and approval of the conversion  plan by members of the MHC
and  public  stockholders.  The  independent  valuation  and  the  corresponding
exchange  ratio,  both of which are  subject to  further  update,  could  change
significantly  as a  result  of  regulatory  review  or as a  result  of  market
conditions  and other  factors.  The MHC  anticipates  clearance from the OTS to
commence the offering in June 2002.

     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:  May 6, 2002                          By:   /s/ Charles F. Finn
                                                  ------------------------------
                                                  Charles F. Finn
                                                  President and Chief Executive
                                                  Officer






                                       3