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                                  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): July 20, 2004

                          WAKE FOREST BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)

           UNITED STATES             000-25999               56-2131079
  (State or other jurisdiction    (Commission File         (IRS Employer
       of incorporation)              Number)            Identification No.)

           302 South Brooks Street, Wake Forest, North Carolina 27587
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (919) 556-5146

                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)





ITEM 1-6.         NOT APPLICABLE.

ITEM 7.           FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
                  EXHIBITS

(c)               The following exhibits are filed with this Report:

Exhibit No.       Description
- -----------       -----------

99.1              Press release issued by Wake Forest Bancshares, Inc. on July
                  20, 2004, furnished in accordance with Item 12 of this Current
                  Report on Form 8-K.

ITEM 8.           NOT APPLICABLE.

ITEM 9.           REGULATION FD

                  The following information is furnished under this Item 9 in
                  satisfaction of Item 12, "Disclosure of Results of Operations
                  and Financial Condition."

                  On July 20, 2004, Wake Forest Bancshares, Inc. announced its
                  earnings for the third quarter of its 2004 fiscal year. A copy
                  of the press release dated July 20, 2004, describing third
                  quarter earnings is attached as Exhibit 99.1.

ITEM 10-11.       NOT APPLICABLE.

ITEM 12.          RESULTS OF OPERATIONS AND FINANCIAL CONDITION

                  See Item 9 per SEC Release 33-8216, March 27, 2003.





                                   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.



                                            WAKE FOREST BANCSHARES, INC.




                                            By: /s/ Robert C. White
                                                ----------------------------
                                            Name:  Robert C. White
                                            Title: President, Chief Executive
                                                   Officer and Chief Financial
                                                    Officer

Date: July 20, 2004







                                  EXHIBIT INDEX

     EXHIBIT NO.                 DESCRIPTION
     -----------                 -----------
       99.1              Press Release dated July 20, 2004.