8-K

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 24, 2008
WAYNE SAVINGS BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Delaware	0-23433	31-1557791
(State or other jurisdiction	(Commission File No.)	(IRS Employer
of incorporation)		Identification No.)
151 N. Market St., Wooster, Ohio		44691
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code	(330) 264-5767
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 provisions (see General Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1

Item 2.02	Results of Operations and Financial Condition
On July 24, 2008, Wayne Savings Bancshares, Inc. (the “Company”) issued a press release announcing its earnings for the quarter ended June 30, 2008.  A copy of the press release dated July 24, 2008 is attached as Exhibit 99 to this report.  The press release is being furnished to the SEC and shall not be deemed to be “filed” for any purpose.
Item 9.01	Financial Statements and Exhibits
(a)	Not applicable.
(b)	Not applicable.
(c)	Not applicable.
(d)	Exhibits
Exhibit No.	Description
99	Press release, dated July 24, 2008

2

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.

	WAYNE SAVINGS BANCSHARES, INC.
DATE:  July 24, 2008	By:	/s/ H. Stewart Fitz Gibbon III
		H. Stewart Fitz Gibbon III
		Executive Vice President
		Chief Financial Officer
		Secretary and Treasurer

3

EX-99.1

NEWS RELEASE

FOR RELEASE: IMMEDIATELY

WAYNE SAVINGS BANCSHARES, INC. ANNOUNCES EARNINGS FOR THE QUARTER ENDED JUNE 30, 2008

Wooster, Ohio (July 24, 2008) – Wayne Savings Bancshares, Inc. (NASDAQ:WAYN), the stock holding company parent of Wayne Savings Community Bank, reported net earnings of $531,000 or $0.18 per diluted share for the first fiscal quarter ended June 30, 2008, compared to $523,000 or $.17 per diluted share for the first fiscal quarter ended June 30, 2007.  The increase in earnings was primarily due to an increase in net interest income, resulting from decreased interest expense on deposits, partially offset by decreased interest income on loans and investments.

Net interest income increased $63,000 for the quarter ended June 30, 2008, compared to the quarter ended June 30, 2007.  Interest income decreased $267,000 during the 2008 quarter mainly as a result of lower overall market interest rates during the 2008 quarter compared to the 2007 quarter and the corresponding impact on new originations and existing adjustable rate loans.  Interest expense decreased $330,000 during the quarter as a result of lower deposit balances and lower market interest rates being reflected in rates paid on certificates of deposit, money market deposit accounts and advances from the Federal Home Loan Bank of Cincinnati, partially offset by a higher volume of borrowings used to replace decreased deposit balances.  Noninterest income decreased $19,000, due primarily to a one-time trust administration fee received in the 2007 quarter that was not repeated in the 2008 quarter.  Noninterest expense increased by $21,000, or 0.8%, mainly due to increased occupancy expense.  Compensation expense decreased by $1,000 during the quarter, as full time equivalent staff decreased from 115 at June 30, 2007 to 109 at June 30, 2008, offsetting annual merit compensation increases implemented during the quarter.

A provision for loan losses of $61,000 was made for the 2008 quarter compared to $30,000 provided during the 2007 quarter, based on management’s assessment of probable incurred losses in the portfolio.  The increase was mainly due to management’s analysis of economic factors in the Company’s market area and the negative change in those factors from the 2007 quarter to the 2008 quarter.

According to Phillip E. Becker, President and Chief Executive Officer, “During a continuing difficult economic environment characterized by significant stress in the financial markets, the Company has continued its focus on the factors that are within its control, namely the underwriting of credit to maintain strong credit performance while serving customer needs and the management of non-interest expense.  In addition, the Company has continued to focus on discipline in the pricing of deposits in the face of very strong competition from national competitors seeking to meet their liquidity needs though the acquisition of high rate retail deposits.”

MORE

At June 30, 2008, Wayne Savings Bancshares, Inc. reported total assets of $399.7 million, down from total assets of $401.6 million at March 31, 2008.  The decrease in assets was primarily due to a decrease in cash balances, partially offset by increases in loans and investment securities.  Deposits at June 30, 2008 were $315.4 million, a decrease of $2.3 million, or 0.7% from $317.7 million at March 31, 2008.  The decrease in deposits was primarily due to management’s decision to not compete aggressively with high rate retail CDs offered by competitors in the Company’s market area.  Borrowed funds at a cost lower than retail deposit rates were used to cover the decrease in deposits

Stockholders’ equity at June 30, 2008 amounted to $32.5 million, or 8.13% of total assets, compared to $34.1 million at March 31, 2008, a decrease of $1.6 million, primarily due to an increase in accumulated other comprehensive loss to reflect the decline in the value of available for sale securities, and, to a lesser extent, the payment of dividends, the completion of the Company’s stock buyback program, and the adoption of the EITF 06-4 accounting standard, requiring a reduction of equity and recognition of a liability for post-retirement split dollar life insurance benefits, all of which were partially offset by net earnings.

Established in 1899, Wayne Savings Community Bank, the wholly owned subsidiary of Wayne Savings Bancshares, Inc., has eleven full-service banking locations in the communities of Wooster, Ashland, Millersburg, Rittman, Lodi, North Canton, and Creston, Ohio.

Statements contained in this news release which are not historical facts may be forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated due to a number of factors. Factors which could result in material variations include, but are not limited to, changes in interest rates which could affect net interest margins and net interest income, competitive factors which could affect net interest income and noninterest income, changes in demand for loans, deposits and other financial services in the Company's market area; changes in asset quality, general economic conditions as well as other factors discussed in documents filed by the Company with the Securities and Exchange Commission from time to time. The Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

CONTACT PERSON:	H. STEWART FITZ GIBBON III
	EXECUTIVE VICE PRESIDENT
	CHIEF FINANCIAL OFFICER
	(330) 264-5767

WAYNE SAVINGS BANCSHARES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
	June 30, 2008			March 31, 2008
	(Unaudited)
ASSETS
Cash and cash equivalents	$	6,211		$	13,063
Investment securities, net (1)		124,470			121,410
Loans receivable, net		244,651			242,255
Federal Home Loan Bank stock		4,958			4,892
Premises & equipment		7,942			8,012
Foreclosed assets held for sale, net		121			93
Other assets		11,305			11,859
TOTAL  ASSETS	$	399,658		$	401,584
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposit accounts	$	315,451		$	317,731
Other short-term borrowings		8,393			7,287
Federal Home Loan Bank Advances		40,150			38,500
Accrued interest payable and other liabilities		3,172			3,962
TOTAL LIABILITIES		367,166			367,480
Common stock (3,978,731 shares of $.10 par value issued)		398			398
Additional paid-in capital		36,135			36,127
Retained earnings		12,172			12,450
Shares acquired by ESOP		(1,097	)		(1,097	)
Treasury Stock, at cost (974,618 and 969,627 shares at June 30, 2008 and
March 31, 2008, respectively)		(14,529	)		(14,481	)
Accumulated other comprehensive income (loss)		(587	)		707
TOTAL STOCKHOLDERS' EQUITY		32,492			34,104
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	399,658		$	401,584
(1)  Includes held to maturity classifications.

WAYNE SAVINGS BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands, except per share data -- unaudited)
	Three Months Ended
	June 30,
	2008		2007
Interest income	$	5,432	$	5,699
Interest expense		2,587		2,917
Net interest income		2,845		2,782
Provision for loan losses		61		30
Net interest income after provision for loan losses		2,784		2,752
Noninterest income		429		448
Noninterest expense		2,515		2,494
Income  before federal income taxes		698		706
Provision for federal income taxes		167		183
Net income	$	531	$	523
Earnings per share
Basic	$	0.18	$	0.17
Diluted	$	0.18	$	0.17
Dividends per share	$	0.12	$	0.12

WAYNE SAVINGS BANCSHARES, INC.
CONSOLIDATED FINANCIAL HIGHLIGHTS
(Dollars in thousands, except per share data - unaudited)
	For the Three Months
	ended June 30,
	2008			2007
Quarterly Results
Net Interest Income	$	2,845		$	2,782
Net Income	$	531		$	523
Earnings Per Share:
Basic	$	0.18		$	0.17
Diluted	$	0.18		$	0.17
Return on Average Assets (Annualized)		0.53	%		0.53	%
Return on Average Equity (Annualized)		6.37	%		6.10	%

	June 30,			March 31,
	2008			2008
End of Period Data
Total Assets	$	399,658		$	401,584
Stockholders' Equity to Total Assets		8.13	%		8.49	%
Shares Outstanding		3,004,113			3,009,104
Book Value Per Share	$	10.82		$	11.33