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 19, 2005

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

    United States                     000-25999             56-2131079
    -------------                     ---------             ----------
(State or other jurisdiction         (Commission           (IRS Employer
of incorporation)                    File 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)


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 provision (See General Instruction A.2. below):

[  ]  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
      (17CFR 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 2.02  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

           On July 19, 2005, Wake Forest Bancshares, Inc. announced its earnings
           for the third quarter of its 2005 fiscal year. A copy of the press
           release dated July 19, 2005, describing third quarter earnings is
           attached as Exhibit 99.1.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

(c) The following exhibit is furnished with this Report:

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

              99.1         Press release issued by Wake Forest Bancshares, Inc.
                           on July 19, 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.



                               WAKE FOREST BANCSHARES, INC.




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

Date: July 19, 2005








                                  EXHIBIT INDEX

     EXHIBIT NO.                    DESCRIPTION
     -----------                    -----------

         99.1           Press Release dated July 19, 2005.