Registration No. 333-__________

     As filed with the Securities and Exchange Commission on June 5, 2003


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ____________________


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                         Wayne Savings Bancshares, Inc.
             (Exact Name of Registrant as Specified in its Charter)

           Delaware                                      31-1557791
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                             151 North Market Street
                               Wooster, Ohio 44691
                    (Address of Principal Executive Offices)

                                 Charles F. Finn
                             151 North Market Street
                               Wooster, Ohio 44691
                     (Name and Address of Agent for Service)
                        _________________________________

                      Wayne Savings 401(k) Retirement Plan
                            (Full Title of the Plan)


                                   Copies to:

      Charles F. Finn                            Robert B. Pomerenk, Esquire
   Chairman, President and                  Luse Gorman Pomerenk & Schick, P.C.
   Chief Executive Officer                5335 Wisconsin Avenue, N.W., Suite 400
Wayne Savings Bancshares, Inc.                   Washington, D.C.  20015
  151 North Market Street                           (202) 274-2000
    Wooster, Ohio  44691
       (330) 264-5767
(Name, Address and Telephone
 Number of Agent for Service)

                           _________________________


         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. [x]


<PAGE>


<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE

====================================================================================================================

         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered (1)          Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------

<S>                               <C>                   <C>                   <C>                     <C>
   401(k) Participation           (1)                   __                     __                     (2)
        Interests

====================================================================================================================
<FN>
--------------
(1)  Represents an  indeterminate  number of interests in Wayne  Savings  401(k)
     Retirement Plan.
(2)  Pursuant to Rule 457(h)(3) no registration fee is required to be paid.
</FN>
</TABLE>
                             _____________________

         This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. ss.
230.462.

                                        2


<PAGE>


PART I.

Items 1 and 2. Plan  Information  and Registrant  Information  and Employee Plan
Annual Information

     This Registration Statement relates to the registration of an indeterminate
number of participation  interests in Wayne Savings 401(k)  Retirement Plan (the
"Plan").  Documents  containing  the  information  required  by  Part  I of  the
Registration Statement have been or will be sent or given to participants in the
Plan,  as specified by Securities  Act Rule  428(b)(1).  Such  documents are not
filed with the Securities and Exchange  Commission (the "Commission")  either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424, in reliance on Rule 428.

PART II.

Item 3.  Incorporation of Documents by Reference

     The following  documents  previously or concurrently filed by Wayne Savings
Bancshares,  Inc. (the "Company") with the Commission are hereby incorporated by
reference in this Registration Statement:

     a) The Company's prospectus containing audited financial statements for the
fiscal  years  ended March 31, 2002 and 2001  (Commission  File No.  333-69600),
filed pursuant to Rule 424(b) of the Securities Act of 1933, as amended;

     b) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act") since the end
of the year covered by the prospectus referred to in (a) above; and

     c)  The  description  of  the  Company's  common  stock  contained  in  the
Registration  Statement on Form 8-A filed with the Commission on January 7, 2003
and amended as of the same date (Commission File No. 000-23433).

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
prospectus to the extent that a statement  contained herein or therein or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  herein  or  therein  modifies  or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement and the prospectus.

     The  Company  shall  furnish  without  charge  to each  person  to whom the
prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated). Requests should be directed to Charles
F.  Finn,  Chairman,  President  and  Chief  Executive  Officer,  Wayne  Savings
Bancshares, Inc., 151 North Market Street, Wooster, Ohio 44691, telephone number
(330) 264-5767.

     All information appearing in this Registration Statement and the prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.


Item 4.  Description of Securities

     Not applicable.

                                       3

<PAGE>


Item 5. Interests of Named Experts and Counsel

     None.

Item 6.  Indemnification of Directors and Officers

     Articles  TENTH and ELEVENTH of the  Certificate  of  Incorporation  of the
Company set forth circumstances under which directors,  officers,  employees and
agents of the Company may be insured or indemnified against liability which they
incur in their capacities as such:

     TENTH:

     A. Each  person  who was or is made a party or is  threatened  to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a  Director  or an Officer of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  shall be indemnified and held harmless by the Corporation to
the fullest extent  authorized by the Delaware  General  Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith;  provided, however, that, except as provided
in  Section  C  hereof  with  respect  to   proceedings  to  enforce  rights  to
indemnification,   the  Corporation  shall  indemnify  any  such  indemnitee  in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

     B. The right to  indemnification  conferred  in  Section A of this  Article
TENTH  shall  include  the  right  to be paid by the  Corporation  the  expenses
incurred in defending any such  proceeding  in advance of its final  disposition
(hereinafter  an  "advancement of expenses");  provided,  however,  that, if the
Delaware General  Corporation Law requires,  an advancement of expenses incurred
by an indemnitee in his or her capacity as a Director of Officer (and not in any
other  capacity  in  which  service  was  or is  rendered  by  such  indemnitee,
including,  without  limitation,  service to an employee  benefit plan) shall be
made only upon delivery to the  Corporation  of an undertaking  (hereinafter  an
"undertaking"),  by or on behalf of such  indemnitee,  to repay all  amounts  so
advanced if it shall  ultimately be determined by final  judicial  decision from
which there is no further right to appeal  (hereinafter a "final  adjudication")
that such  indemnitee is not entitled to be indemnified  for such expenses under
this Section or otherwise.  The rights to indemnification and to the advancement
of  expenses  conferred  in  Sections  A and B of this  Article  TENTH  shall be
contract  rights and such  rights  shall  continue as to an  indemnitee  who has
ceased to be a  Director,  Officer,  employee  or agent  and shall  inure to the
benefit of the indemnitee's heirs, executors and administrators.

     C. If a claim  under  Section A or B of this  Article  TENTH is not paid in
full by the  Corporation  within  sixty  days  after a  written  claim  has been
received by the Corporation, except in the case of a claim for an advancement of
expenses,  in which  case  the  applicable  period  shall be  twenty  days,  the
indemnitee  may at any time  thereafter  bring suit against the  Corporation  to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the  Corporation to recover an advancement of
expenses  pursuant  to the  terms of an  undertaking,  the  indemnitee  shall be
entitled to be paid also the expense of  prosecuting  or defending such suit. In
(i) any suit  brought by the  indemnitee  to enforce a right to  indemnification
hereunder  (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an  advancement  of expenses  pursuant to the terms of an
undertaking  the  Corporation  shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable  standard for
indemnification  set forth in the Delaware General  Corporation Law. Neither the
failure of the Corporation (including its Board of Directors,  independent legal
counsel,  or its  stockholders)  to  have  made  a  determination  prior  to the
commencement  of such suit that  indemnification  of the indemnitee is proper in

                                       4

<PAGE>


the  circumstances  because the indemnitee  has met the  applicable  standard of
conduct  set  forth in the  Delaware  General  Corporation  Law,  nor an  actual
determination by the Corporation (including its Board of Directors,  independent
legal  counsel,  or its  stockholders)  that  the  indemnitee  has not met  such
applicable  standard of conduct,  shall create a presumption that the indemnitee
has not met the  applicable  standard  of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any suit brought by the
indemnitee  to  enforce  a right  to  indemnification  or to an  advancement  of
expenses hereunder,  or by the Corporation to recover an advancement of expenses
pursuant  to the  terms  of an  undertaking,  the  burden  of  proving  that the
indemnitee  is  not  entitled  to be  indemnified,  or to  such  advancement  of
expenses, under this Article TENTH or otherwise shall be on the Corporation.

     D.  The  rights  to  indemnification  and to the  advancement  of  expenses
conferred in this Article  TENTH shall not be exclusive of any other right which
any person may have or hereafter  acquire under any statute,  the  Corporation's
Certificate  of  Incorporation,  Bylaws,  agreement,  vote  of  stockholders  or
disinterested Directors or otherwise.

     E. The  Corporation  may maintain  insurance,  at its  expense,  to protect
itself  and any  Director,  Officer,  employee  or agent of the  Corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the  Corporation  would
have the power to indemnify such person against such expense,  liability or loss
under the Delaware General Corporation Law.

     F. The Corporation  may, to the extent  authorized from time to time by the
Board of Directors,  grant rights to  indemnification  and to the advancement of
expenses to any employee or agent of the  Corporation  to the fullest  extent of
the  provisions  of this Article TENTH with respect to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

     ELEVENTH:  A Director of this Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director,  except for liability  (i) for any breach of the  Director's
duty of  loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law,  (iii) under Section 174 of the Delaware  General  Corporation
Law, or (iv) for any  transaction  from which the  Director  derived an improper
personal  benefit.  If  the  Delaware  General  Corporation  Law is  amended  to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of  Directors,  then the  liability  of a Director of the  Corporation
shall be eliminated or limited to the fullest  extent  permitted by the Delaware
General Corporation Law, as so amended.

     Any repeal or modification of the foregoing  paragraph by the  stockholders
of the  Corporation  shall not  adversely  affect any right or  protection  of a
Director of the Corporation existing at the time of such repeal or modification.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  List of Exhibits.

Regulation
   S-K
 Exhibit                                            Reference to Prior Filing or
 Number              Document                        Exhibit No. Attached Hereto
----------           --------                       ----------------------------

   4       Form of Common Stock Certificate.         *

   5       Opinion of Luse Gorman Pomerenk &
             Schick, P.C.                            5

   10      Wayne Savings 401(k) Retirement Plan.     10.4

   23.1    Consent of Luse Gorman Pomerenk &
             Schick, P.C.                            Contained in Exhibit 5

   23.2    Consent of Grant Thornton LLP.            Exhibit 23.2

                                       5
<PAGE>


   24      Power of Attorney.                        Contained on Signature Page

   99      Prospectus Supplement.                    **
______________
*      Incorporated by reference to Exhibit 4 to the  Registration  Statement on
Form SB-2 (Commission File No. 333-69600), originally filed by the Company under
the  Securities  Act of 1933 with the  Commission on September 18, 2001, and all
amendments or reports filed for the purpose of updating such description.

**     Incorporated by reference to Exhibit 99.7 to the Pre-Effective  Amendment
No.  3  to  the  Registration  Statement  on  Form  SB-2  (Commission  File  No.
333-69600),  originally  filed by the Company under the  Securities  Act of 1933
with the  Commission on July 23, 2002,  and all  amendments or reports filed for
the purpose of updating such description.

Item 9.  Undertakings

     The undersigned Registrant hereby undertakes:

     1.  To file, during  any period in which offers or sales are being made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan  distribution  not previously  disclosed in
this  Registration  Statement or any material change to such information in this
Registration Statement;

     2.  That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

     3.  To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
Plan;

     4.  That, for  purposes of determining  any liability under the  Securities
Act of 1933, each filing of the  Registrant's annual report pursuant to  Section
13(a) or  15(d) of the Securities  Exchange Act of 1934 (and, where  applicable,
each  filing of an  employee  benefit plan's  annual report pursuant to  Section
15(d) of the Securities Exchange Act of 1934) that is incorporated  by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and

     5.  Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                       6
<PAGE>



                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration  Statement  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized,  in the City of Wooster, State of Ohio,
on this 24 day of April, 2003.

                                    WAYNE SAVINGS BANCSHARES, INC.


Date: April 24, 2003                By:  /s/ Charles F. Finn
                                         -------------------------------
                                         Charles F. Finn
                                         Chairman, President and Chief Executive
                                         Officer
                                         (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  directors and officers of Wayne  Savings  Bancshares,
Inc. (the "Company") hereby severally constitute and appoint Charles F. Finn, as
our true and lawful attorney and agent, to do any and all things in our names in
the capacities  indicated below which said Charles F. Finn may deem necessary or
advisable to enable the Company to comply with the  Securities  Act of 1933, and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission,  in connection with the registration of  participation  interests in
Wayne Savings 401(k) Retirement Plan,  including  specifically,  but not limited
to, power and authority to sign for us in our names in the capacities  indicated
below  the  registration   statement  and  any  and  all  amendments  (including
post-effective  amendments) thereto;  and we hereby approve,  ratify and confirm
all that said Charles F. Finn shall do or cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the date indicated.

Signatures                   Title                                Date
----------                   -----                                ----



/s/ Charles F. Finn          Chairman, President                  April 24, 2003
------------------------     and Chief Executive Officer
Charles F. Finn              (Principal Executive
                             Officer)



/s/ Michael C. Anderson      Executive Vice President             April 24, 2003
------------------------     and Chief Financial Officer (Principal
Michael C. Anderson          Financial and Accounting Officer)




/s/ Kenneth Rhode            Director                             April 24, 2003
------------------------
Kenneth Rhode




/s/ Russell Harpster         Director                             April 24, 2003
------------------------
Russell Harpster


<PAGE>



/s/ Joseph Retzler           Director                             April 24, 2003
------------------------
Joseph Retzler




/s/ Donald Massaro           Director                             April 24, 2003
------------------------
Donald Massaro




/s/ Terry Gardner            Director                             April 24, 2003
------------------------
Terry Gardner




/s/ James Morgan             Director                             April 24, 2003
------------------------
James Morgan


<PAGE>





     THE PLAN.  Pursuant to  requirements  of the  Securities  Act of 1933,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized,  in the City of Wooster, State of Ohio,
on April 24, 2003.

                                            WAYNE SAVINGS 401(k) RETIREMENT PLAN


                                       By:  /s/ Charles F. Finn
                                            ------------------------------------
                                            Charles F. Finn, as trustee
                                            (Duly authorized representative)




                                       By:  /s/ Michael C. Anderson
                                            ------------------------------------
                                            Michael C. Anderson, as trustee
                                            (Duly authorized representative)





<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number    Description
-------   -----------

  4       Form of Common Stock Certificate (Incorporated by reference to Exhibit
          4 to the  Registration  Statement  on Form SB-2  (Commission  File No.
          333-69600),  originally  filed by the Company under the Securities Act
          of 1933 with the  Commission on September 18, 2001, and all amendments
          or reports filed for the purpose of updating such description).

  5       Opinion of Luse Gorman Pomerenk & Schick, P.C.

  10.4    Wayne Savings 401(k) Retirement Plan

  23.1    Consent of Luse  Gorman  Pomerenk  & Schick,  P.C.  (contained  in the
          opinion included as Exhibit 5).

  23.2    Consent of Grant Thornton LLP.

  24      Power  of  Attorney   (contained  in  the   signature   page  to  this
          Registration Statement).

  99      Prospectus  Supplement  (Incorporated  by reference to Exhibit 99.7 to
          the  Pre-Effective  Amendment No. 3 to the  Registration  Statement on
          Form SB-2  (Commission  File No.  333-69600),  originally filed by the
          Company under the  Securities  Act of 1933 with the Commission on July
          23,  2002,  and all  amendments  or reports  filed for the  purpose of
          updating such description).
[{"type": "S-8", "sequence": "1", "filename": "forms8_050503.txt", "description": "401K RETIREMENT PLAN", "secsgml_size_bytes": 26499}]
{"company-data": {"conformed-name": "WAYNE SAVINGS BANCSHARES INC /DE/", "cik": "0001036030", "assigned-sic": "6035", "irs-number": "311557791", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105845", "film-number": "03733595"}, "business-address": {"street1": "151 N MARKET ST", "city": "WOOSTER", "state": "OH", "zip": "44691-4809", "phone": "3302645767"}, "mail-address": {"street1": "151 N MARKET ST", "city": "WOOSTER", "state": "OH", "zip": "44691-4809"}, "former-company": {"former-conformed-name": "WAYNE SAVINGS BANKSHARES INC", "date-changed": "19970319"}}
Registration No. 333-__________

     As filed with the Securities and Exchange Commission on June 5, 2003

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ____________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         Wayne Savings Bancshares, Inc.
             (Exact Name of Registrant as Specified in its Charter)

           Delaware                                      31-1557791
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                             151 North Market Street
                               Wooster, Ohio 44691
                    (Address of Principal Executive Offices)

                                 Charles F. Finn
                             151 North Market Street
                               Wooster, Ohio 44691
                     (Name and Address of Agent for Service)
                        _________________________________

                      Wayne Savings 401(k) Retirement Plan
                            (Full Title of the Plan)

                                   Copies to:

      Charles F. Finn                            Robert B. Pomerenk, Esquire
   Chairman, President and                  Luse Gorman Pomerenk & Schick, P.C.
   Chief Executive Officer                5335 Wisconsin Avenue, N.W., Suite 400
Wayne Savings Bancshares, Inc.                   Washington, D.C.  20015
  151 North Market Street                           (202) 274-2000
    Wooster, Ohio  44691
       (330) 264-5767
(Name, Address and Telephone
 Number of Agent for Service)

                           _________________________

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. [x]
CALCULATION OF REGISTRATION FEE

====================================================================================================================

         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered (1)          Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
401(k) Participation           (1)                   __                     __                     (2)
        Interests

====================================================================================================================
--------------
(1)  Represents an  indeterminate  number of interests in Wayne  Savings  401(k)
     Retirement Plan.
(2)  Pursuant to Rule 457(h)(3) no registration fee is required to be paid.
_____________________

         This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. ss.
230.462.

                                        2
PART I.

Items 1 and 2. Plan  Information  and Registrant  Information  and Employee Plan
Annual Information

     This Registration Statement relates to the registration of an indeterminate
number of participation  interests in Wayne Savings 401(k)  Retirement Plan (the
"Plan").  Documents  containing  the  information  required  by  Part  I of  the
Registration Statement have been or will be sent or given to participants in the
Plan,  as specified by Securities  Act Rule  428(b)(1).  Such  documents are not
filed with the Securities and Exchange  Commission (the "Commission")  either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424, in reliance on Rule 428.

PART II.

Item 3.  Incorporation of Documents by Reference

     The following  documents  previously or concurrently filed by Wayne Savings
Bancshares,  Inc. (the "Company") with the Commission are hereby incorporated by
reference in this Registration Statement:

     a) The Company's prospectus containing audited financial statements for the
fiscal  years  ended March 31, 2002 and 2001  (Commission  File No.  333-69600),
filed pursuant to Rule 424(b) of the Securities Act of 1933, as amended;

     b) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act") since the end
of the year covered by the prospectus referred to in (a) above; and

     c)  The  description  of  the  Company's  common  stock  contained  in  the
Registration  Statement on Form 8-A filed with the Commission on January 7, 2003
and amended as of the same date (Commission File No. 000-23433).

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
prospectus to the extent that a statement  contained herein or therein or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  herein  or  therein  modifies  or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement and the prospectus.

     The  Company  shall  furnish  without  charge  to each  person  to whom the
prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated). Requests should be directed to Charles
F.  Finn,  Chairman,  President  and  Chief  Executive  Officer,  Wayne  Savings
Bancshares, Inc., 151 North Market Street, Wooster, Ohio 44691, telephone number
(330) 264-5767.

     All information appearing in this Registration Statement and the prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

Item 4.  Description of Securities

     Not applicable.

                                       3
Item 5. Interests of Named Experts and Counsel

     None.

Item 6.  Indemnification of Directors and Officers

     Articles  TENTH and ELEVENTH of the  Certificate  of  Incorporation  of the
Company set forth circumstances under which directors,  officers,  employees and
agents of the Company may be insured or indemnified against liability which they
incur in their capacities as such:

     TENTH:

     A. Each  person  who was or is made a party or is  threatened  to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a  Director  or an Officer of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  shall be indemnified and held harmless by the Corporation to
the fullest extent  authorized by the Delaware  General  Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith;  provided, however, that, except as provided
in  Section  C  hereof  with  respect  to   proceedings  to  enforce  rights  to
indemnification,   the  Corporation  shall  indemnify  any  such  indemnitee  in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

     B. The right to  indemnification  conferred  in  Section A of this  Article
TENTH  shall  include  the  right  to be paid by the  Corporation  the  expenses
incurred in defending any such  proceeding  in advance of its final  disposition
(hereinafter  an  "advancement of expenses");  provided,  however,  that, if the
Delaware General  Corporation Law requires,  an advancement of expenses incurred
by an indemnitee in his or her capacity as a Director of Officer (and not in any
other  capacity  in  which  service  was  or is  rendered  by  such  indemnitee,
including,  without  limitation,  service to an employee  benefit plan) shall be
made only upon delivery to the  Corporation  of an undertaking  (hereinafter  an
"undertaking"),  by or on behalf of such  indemnitee,  to repay all  amounts  so
advanced if it shall  ultimately be determined by final  judicial  decision from
which there is no further right to appeal  (hereinafter a "final  adjudication")
that such  indemnitee is not entitled to be indemnified  for such expenses under
this Section or otherwise.  The rights to indemnification and to the advancement
of  expenses  conferred  in  Sections  A and B of this  Article  TENTH  shall be
contract  rights and such  rights  shall  continue as to an  indemnitee  who has
ceased to be a  Director,  Officer,  employee  or agent  and shall  inure to the
benefit of the indemnitee's heirs, executors and administrators.

     C. If a claim  under  Section A or B of this  Article  TENTH is not paid in
full by the  Corporation  within  sixty  days  after a  written  claim  has been
received by the Corporation, except in the case of a claim for an advancement of
expenses,  in which  case  the  applicable  period  shall be  twenty  days,  the
indemnitee  may at any time  thereafter  bring suit against the  Corporation  to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the  Corporation to recover an advancement of
expenses  pursuant  to the  terms of an  undertaking,  the  indemnitee  shall be
entitled to be paid also the expense of  prosecuting  or defending such suit. In
(i) any suit  brought by the  indemnitee  to enforce a right to  indemnification
hereunder  (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an  advancement  of expenses  pursuant to the terms of an
undertaking  the  Corporation  shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable  standard for
indemnification  set forth in the Delaware General  Corporation Law. Neither the
failure of the Corporation (including its Board of Directors,  independent legal
counsel,  or its  stockholders)  to  have  made  a  determination  prior  to the
commencement  of such suit that  indemnification  of the indemnitee is proper in

                                       4
the  circumstances  because the indemnitee  has met the  applicable  standard of
conduct  set  forth in the  Delaware  General  Corporation  Law,  nor an  actual
determination by the Corporation (including its Board of Directors,  independent
legal  counsel,  or its  stockholders)  that  the  indemnitee  has not met  such
applicable  standard of conduct,  shall create a presumption that the indemnitee
has not met the  applicable  standard  of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any suit brought by the
indemnitee  to  enforce  a right  to  indemnification  or to an  advancement  of
expenses hereunder,  or by the Corporation to recover an advancement of expenses
pursuant  to the  terms  of an  undertaking,  the  burden  of  proving  that the
indemnitee  is  not  entitled  to be  indemnified,  or to  such  advancement  of
expenses, under this Article TENTH or otherwise shall be on the Corporation.

     D.  The  rights  to  indemnification  and to the  advancement  of  expenses
conferred in this Article  TENTH shall not be exclusive of any other right which
any person may have or hereafter  acquire under any statute,  the  Corporation's
Certificate  of  Incorporation,  Bylaws,  agreement,  vote  of  stockholders  or
disinterested Directors or otherwise.

     E. The  Corporation  may maintain  insurance,  at its  expense,  to protect
itself  and any  Director,  Officer,  employee  or agent of the  Corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the  Corporation  would
have the power to indemnify such person against such expense,  liability or loss
under the Delaware General Corporation Law.

     F. The Corporation  may, to the extent  authorized from time to time by the
Board of Directors,  grant rights to  indemnification  and to the advancement of
expenses to any employee or agent of the  Corporation  to the fullest  extent of
the  provisions  of this Article TENTH with respect to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

     ELEVENTH:  A Director of this Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director,  except for liability  (i) for any breach of the  Director's
duty of  loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law,  (iii) under Section 174 of the Delaware  General  Corporation
Law, or (iv) for any  transaction  from which the  Director  derived an improper
personal  benefit.  If  the  Delaware  General  Corporation  Law is  amended  to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of  Directors,  then the  liability  of a Director of the  Corporation
shall be eliminated or limited to the fullest  extent  permitted by the Delaware
General Corporation Law, as so amended.

     Any repeal or modification of the foregoing  paragraph by the  stockholders
of the  Corporation  shall not  adversely  affect any right or  protection  of a
Director of the Corporation existing at the time of such repeal or modification.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  List of Exhibits.

Regulation
   S-K
 Exhibit                                            Reference to Prior Filing or
 Number              Document                        Exhibit No. Attached Hereto
----------           --------                       ----------------------------

   4       Form of Common Stock Certificate.         *

   5       Opinion of Luse Gorman Pomerenk &
             Schick, P.C.                            5

   10      Wayne Savings 401(k) Retirement Plan.     10.4

   23.1    Consent of Luse Gorman Pomerenk &
             Schick, P.C.                            Contained in Exhibit 5

   23.2    Consent of Grant Thornton LLP.            Exhibit 23.2

                                       5
24      Power of Attorney.                        Contained on Signature Page

   99      Prospectus Supplement.                    **
______________
*      Incorporated by reference to Exhibit 4 to the  Registration  Statement on
Form SB-2 (Commission File No. 333-69600), originally filed by the Company under
the  Securities  Act of 1933 with the  Commission on September 18, 2001, and all
amendments or reports filed for the purpose of updating such description.

**     Incorporated by reference to Exhibit 99.7 to the Pre-Effective  Amendment
No.  3  to  the  Registration  Statement  on  Form  SB-2  (Commission  File  No.
333-69600),  originally  filed by the Company under the  Securities  Act of 1933
with the  Commission on July 23, 2002,  and all  amendments or reports filed for
the purpose of updating such description.

Item 9.  Undertakings

     The undersigned Registrant hereby undertakes:

     1.  To file, during  any period in which offers or sales are being made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan  distribution  not previously  disclosed in
this  Registration  Statement or any material change to such information in this
Registration Statement;

     2.  That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

     3.  To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
Plan;

     4.  That, for  purposes of determining  any liability under the  Securities
Act of 1933, each filing of the  Registrant's annual report pursuant to  Section
13(a) or  15(d) of the Securities  Exchange Act of 1934 (and, where  applicable,
each  filing of an  employee  benefit plan's  annual report pursuant to  Section
15(d) of the Securities Exchange Act of 1934) that is incorporated  by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and

     5.  Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       6
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration  Statement  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized,  in the City of Wooster, State of Ohio,
on this 24 day of April, 2003.

                                    WAYNE SAVINGS BANCSHARES, INC.

Date: April 24, 2003                By:  /s/ Charles F. Finn
                                         -------------------------------
                                         Charles F. Finn
                                         Chairman, President and Chief Executive
                                         Officer
                                         (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  directors and officers of Wayne  Savings  Bancshares,
Inc. (the "Company") hereby severally constitute and appoint Charles F. Finn, as
our true and lawful attorney and agent, to do any and all things in our names in
the capacities  indicated below which said Charles F. Finn may deem necessary or
advisable to enable the Company to comply with the  Securities  Act of 1933, and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission,  in connection with the registration of  participation  interests in
Wayne Savings 401(k) Retirement Plan,  including  specifically,  but not limited
to, power and authority to sign for us in our names in the capacities  indicated
below  the  registration   statement  and  any  and  all  amendments  (including
post-effective  amendments) thereto;  and we hereby approve,  ratify and confirm
all that said Charles F. Finn shall do or cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the date indicated.

Signatures                   Title                                Date
----------                   -----                                ----

/s/ Charles F. Finn          Chairman, President                  April 24, 2003
------------------------     and Chief Executive Officer
Charles F. Finn              (Principal Executive
                             Officer)

/s/ Michael C. Anderson      Executive Vice President             April 24, 2003
------------------------     and Chief Financial Officer (Principal
Michael C. Anderson          Financial and Accounting Officer)

/s/ Kenneth Rhode            Director                             April 24, 2003
------------------------
Kenneth Rhode

/s/ Russell Harpster         Director                             April 24, 2003
------------------------
Russell Harpster
/s/ Joseph Retzler           Director                             April 24, 2003
------------------------
Joseph Retzler

/s/ Donald Massaro           Director                             April 24, 2003
------------------------
Donald Massaro

/s/ Terry Gardner            Director                             April 24, 2003
------------------------
Terry Gardner

/s/ James Morgan             Director                             April 24, 2003
------------------------
James Morgan
THE PLAN.  Pursuant to  requirements  of the  Securities  Act of 1933,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized,  in the City of Wooster, State of Ohio,
on April 24, 2003.

                                            WAYNE SAVINGS 401(k) RETIREMENT PLAN

                                       By:  /s/ Charles F. Finn
                                            ------------------------------------
                                            Charles F. Finn, as trustee
                                            (Duly authorized representative)

                                       By:  /s/ Michael C. Anderson
                                            ------------------------------------
                                            Michael C. Anderson, as trustee
                                            (Duly authorized representative)
EXHIBIT INDEX

Exhibit
Number    Description
-------   -----------

  4       Form of Common Stock Certificate (Incorporated by reference to Exhibit
          4 to the  Registration  Statement  on Form SB-2  (Commission  File No.
          333-69600),  originally  filed by the Company under the Securities Act
          of 1933 with the  Commission on September 18, 2001, and all amendments
          or reports filed for the purpose of updating such description).

  5       Opinion of Luse Gorman Pomerenk & Schick, P.C.

  10.4    Wayne Savings 401(k) Retirement Plan

  23.1    Consent of Luse  Gorman  Pomerenk  & Schick,  P.C.  (contained  in the
          opinion included as Exhibit 5).

  23.2    Consent of Grant Thornton LLP.

  24      Power  of  Attorney   (contained  in  the   signature   page  to  this
          Registration Statement).

  99      Prospectus  Supplement  (Incorporated  by reference to Exhibit 99.7 to
          the  Pre-Effective  Amendment No. 3 to the  Registration  Statement on
          Form SB-2  (Commission  File No.  333-69600),  originally filed by the
          Company under the  Securities  Act of 1933 with the Commission on July
          23,  2002,  and all  amendments  or reports  filed for the  purpose of
          updating such description).