FORM 8-K


                                 CURRENT REPORT

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

Date of Report (Date of earliest event reported)         August 21, 2000
                                                 -----------------------

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


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


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

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


<PAGE>




Item 4.           CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
                  (disclosures required by Item 304(a) of Regulation S-K)


                  On August 21, 2000, the audit  committee and the full Board of
                  Directors of Wake Forest Bancshares, Inc. elected to terminate
                  the audit services of the firm of McGladrey & Pullen,  LLP and
                  appoint the firm of Dixon Odom PLLC to serve as the  Company's
                  independent  auditors for its fiscal year ending September 30,
                  2000.

                  McGladrey & Pullen,  LLP served as the  Company's  independent
                  accountants to audit Wake Forest  Bancshares,  Inc.'s two most
                  recent fiscal year ends.  McGladrey and Pullen,  LLP's reports
                  on the Company's financial  statements for those years (fiscal
                  years  ended  September  30,  1999 and 1998) were  unqualified
                  opinions.

                  During the  Company's two most recent fiscal year ends (fiscal
                  years ended  September  30, 1999 and 1998) and the  subsequent
                  interim  period from October 1, 1999 to August 21, 2000,  Wake
                  Forest  Bancshares,  Inc. did not have any disagreements  with
                  McGladrey & Pullen, LLP on any matter of accounting principles
                  or practices,  financial  statement  disclosures,  or auditing
                  scope or  procedures,  which  would have  caused  McGladrey  &
                  Pullen,  LLP to  make  reference  to  the  subject  matter  in
                  connection with its report.

                  During the  Company's two most recent fiscal year ends (fiscal
                  years ended  September  30, 1999 and 1998) and the  subsequent
                  interim  period from October 1, 1999 to August 21, 2000,  Wake
                  Forest  Bancshares,  Inc. (or anyone acting on its behalf) did
                  not consult with Dixon Odom PLLC regarding any  application of
                  accounting  principle  to  a  specified  transaction,   either
                  completed or proposed; or any type of audit opinion that might
                  be rendered on the Company's financial  statements.  Neither a
                  written report nor oral advice was provided by Dixon Odom PLLC
                  to  the  Company  that  the  new  auditors  concluded  was  an
                  important  factor  considered  by the  Company  in  reaching a
                  decision on any accounting,  auditing,  or financial reporting
                  issue.

                  The Company has provided  McGladrey & Pullen,  LLP with a copy
                  of the  above  disclosures  in  response  to  Item  304(a)  of
                  Regulation  S-K in  conjunction  with the  filing of this Form
                  8-K. McGladrey & Pullen, LLP has been requested to provide the
                  Company  with a letter  addressed  to the  Commission  stating
                  whether it agrees with the  statements  made by the Company in
                  response to Item 304(a) of Regulation S-K, and if not, stating
                  the  respects  in which it does not  agree.  The  Company  has
                  requested  that  McGladrey & Pullen,  LLP provide  such letter
                  within 10 business days upon the Company's filing of this Form
                  8-K.  Upon  receipt of such  letter,  the Company will file an
                  amendment to this Form 8-K within two business days, including
                  the letter as an exhibit.


<PAGE>


                                   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 thereunto duly authorized.

                          WAKE FOREST BANCSHARES, INC.

         Dated    August 21, 2000                   By:   Anna O. Sumerlin
               ---------------------------                ----------------
                                                          Anna O. Sumerlin
                                                          President and CEO

         Dated    August 21, 2000                   By:   Robert C. White
               ---------------------------                ---------------
                                                          Robert C. White
                                                          Vice President and CFO
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{"company-data": {"conformed-name": "WAKE FOREST BANCSHARES INC", "cik": "0001085175", "assigned-sic": "6035", "irs-number": "562131079", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-25999", "film-number": "708262"}, "business-address": {"street1": "302 SOUTH BROOKS STREET", "street2": "PO BOX 707", "city": "WAKE FOREST", "state": "NC", "zip": "27588-0707", "phone": "9195565146"}, "mail-address": {"street1": "302 SOUTH BROOKS STREET", "street2": "PO BOX 707", "city": "WAKE FOREST", "state": "NC", "zip": "27588-0707"}}
FORM 8-K

                                 CURRENT REPORT

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

Date of Report (Date of earliest event reported)         August 21, 2000
                                                 -----------------------

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

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

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

Not applicable
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
Item 4.           CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
                  (disclosures required by Item 304(a) of Regulation S-K)

                  On August 21, 2000, the audit  committee and the full Board of
                  Directors of Wake Forest Bancshares, Inc. elected to terminate
                  the audit services of the firm of McGladrey & Pullen,  LLP and
                  appoint the firm of Dixon Odom PLLC to serve as the  Company's
                  independent  auditors for its fiscal year ending September 30,
                  2000.

                  McGladrey & Pullen,  LLP served as the  Company's  independent
                  accountants to audit Wake Forest  Bancshares,  Inc.'s two most
                  recent fiscal year ends.  McGladrey and Pullen,  LLP's reports
                  on the Company's financial  statements for those years (fiscal
                  years  ended  September  30,  1999 and 1998) were  unqualified
                  opinions.

                  During the  Company's two most recent fiscal year ends (fiscal
                  years ended  September  30, 1999 and 1998) and the  subsequent
                  interim  period from October 1, 1999 to August 21, 2000,  Wake
                  Forest  Bancshares,  Inc. did not have any disagreements  with
                  McGladrey & Pullen, LLP on any matter of accounting principles
                  or practices,  financial  statement  disclosures,  or auditing
                  scope or  procedures,  which  would have  caused  McGladrey  &
                  Pullen,  LLP to  make  reference  to  the  subject  matter  in
                  connection with its report.

                  During the  Company's two most recent fiscal year ends (fiscal
                  years ended  September  30, 1999 and 1998) and the  subsequent
                  interim  period from October 1, 1999 to August 21, 2000,  Wake
                  Forest  Bancshares,  Inc. (or anyone acting on its behalf) did
                  not consult with Dixon Odom PLLC regarding any  application of
                  accounting  principle  to  a  specified  transaction,   either
                  completed or proposed; or any type of audit opinion that might
                  be rendered on the Company's financial  statements.  Neither a
                  written report nor oral advice was provided by Dixon Odom PLLC
                  to  the  Company  that  the  new  auditors  concluded  was  an
                  important  factor  considered  by the  Company  in  reaching a
                  decision on any accounting,  auditing,  or financial reporting
                  issue.

                  The Company has provided  McGladrey & Pullen,  LLP with a copy
                  of the  above  disclosures  in  response  to  Item  304(a)  of
                  Regulation  S-K in  conjunction  with the  filing of this Form
                  8-K. McGladrey & Pullen, LLP has been requested to provide the
                  Company  with a letter  addressed  to the  Commission  stating
                  whether it agrees with the  statements  made by the Company in
                  response to Item 304(a) of Regulation S-K, and if not, stating
                  the  respects  in which it does not  agree.  The  Company  has
                  requested  that  McGladrey & Pullen,  LLP provide  such letter
                  within 10 business days upon the Company's filing of this Form
                  8-K.  Upon  receipt of such  letter,  the Company will file an
                  amendment to this Form 8-K within two business days, including
                  the letter as an exhibit.
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 thereunto duly authorized.

                          WAKE FOREST BANCSHARES, INC.

         Dated    August 21, 2000                   By:   Anna O. Sumerlin
               ---------------------------                ----------------
                                                          Anna O. Sumerlin
                                                          President and CEO

         Dated    August 21, 2000                   By:   Robert C. White
               ---------------------------                ---------------
                                                          Robert C. White
                                                          Vice President and CFO