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): September 10, 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 September 10, 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 fourth 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").

         In connection with the offering, during fiscal 2002 management reviewed
and restated the Registrant's consolidated financial statements for the years
ended March 31, 2001, 2000 and 1999 to present certain matters in accordance
with generally accepted accounting principles. First, management restated the
consolidated financial statements to include as expenses certain operating costs
that were previously paid or reimbursed by the MHC. The adjustment related to
the reimbursements resulted in a reduction of net earnings of $90,000, or $.03
per diluted share, $157,000, or $.06 per diluted share (including $122,000 in
previously reimbursed after-tax organization costs), and $11,000, or $.00 per
diluted share, for each of the three years ended March 31, 2001, 2000 and 1999,
respectively, which were substantially offset by a $258,000 increase to
stockholders' equity as a result of a reduction in cash dividends paid to the
MHC. Additionally, management restated the Registrant's 2001, 2000 and 1999
consolidated financial statements for various adjustments related to
depreciation expense and other adjustments. These adjustments resulted in a
decrease in net earnings of $39,000, or $.02 per diluted share in fiscal 2001,
an increase in net earnings of $54,000, or $.02 per diluted share in fiscal
2000, and a decrease of $4,000, or $.00 per diluted share in fiscal 1999. The
cumulative effect of the two adjustments resulted in a reduction in net earnings
of $129,000, or $.05 per diluted share in fiscal 2001, $103,000, or $.04 per
diluted share in fiscal 2000, and $15,000, or $.00 per diluted share in fiscal
1999. The combined effect of these adjustments on stockholders' equity at March
31, 2001, was a decrease of $30,000, or $.01 per diluted share. For additional
information regarding the restatement, reference is made to Note R to the
restated consolidated financial statements contained in the Registrant's Annual
Report on Form 10-KSB, as amended, for the fiscal year ended March 31, 2001, and
the note entitled "Restatement of Consolidated Financial Statements" in the
Registrant's Quarterly Report on Form 10-QSB, as amended, for the three and nine
months ended December 31, 2001, both of which were filed with the Securities and
Exchange Commission on October 1, 2002.


      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 MHC anticipates clearance from the OTS to commence
the offering in October 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:  October 1, 2002              By:   /s/ Charles F. Finn
                                          --------------------------------
                                          Charles F. Finn
                                          President and Chief Executive Officer