FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

(Mark One)

[X]           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended              March 31, 2000
                                -------------------------------------

                                       OR

[ ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _______________

Commission File No. 0-18993

                          WINTON FINANCIAL CORPORATION
----------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

     Ohio                                                       31-1303854
-------------------------------                         --------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                          Identification Number)

                    5511 Cheviot Road, Cincinnati, Ohio 45247
----------------------------------------------------------------------------
                     (Address of principal executive office)

Registrant's telephone number, including area code: (513) 385-3880

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  13 or 15(d)  of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports)  and (2) has been  subject to such  filing
requirements for the past 90 days.

Yes [X]           No  [   ]

As of May 11,  2000,  the  latest  practicable  date,  4,411,414  shares  of the
registrant's common stock, no par value, were issued and outstanding.










                               Page 1 of 17 pages

<PAGE>


                          Winton Financial Corporation

                                      INDEX

                                                                        Page

PART I   - FINANCIAL INFORMATION

           Consolidated Statements of Financial Condition                 3

           Consolidated Statements of Earnings                            4

           Consolidated Statements of Comprehensive
             Income                                                       5

           Consolidated Statements of Cash Flows                          6

           Notes to Consolidated Financial Statements                     8

           Management's Discussion and Analysis of Financial
             Condition and Results of Operations                         11


PART II  -  OTHER INFORMATION                                            16

SIGNATURES                                                               17



<PAGE>


                          Winton Financial Corporation
<TABLE>
<CAPTION>

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)

                                                                                        March 31,         September 30,
         ASSETS                                                                              2000                  1999

<S>                                                                                       <C>                    <C>
Cash and due from banks                                                                  $  1,617              $  1,647
Interest-bearing deposits in other financial institutions                                   4,043                   434
                                                                                          -------               -------
         Cash and cash equivalents                                                          5,660                 2,081

Investment securities available for sale - at market                                        4,862                 5,503
Investment securities held to maturity - at cost, approximate market
  value of $17,891 and $16,774 at March 31, 2000 and September 30, 1999,
  respectively                                                                             18,122                16,882
Mortgage-backed securities available for sale - at market                                     377                   410
Mortgage-backed securities held to maturity - at cost, approximate
  market value of $12,397 and $13,058 at March 31, 2000 and
  September 30, 1999, respectively                                                         12,885                13,533
Loans receivable - net                                                                    421,369               411,058
Loans held for sale - at lower of cost or market                                            1,999                 2,492
Office premises and equipment - net                                                         3,623                 3,708
Real estate acquired through foreclosure                                                      591                   492
Federal Home Loan Bank stock - at cost                                                      6,690                 5,925
Accrued interest receivable                                                                 3,179                 3,227
Prepaid expenses and other assets                                                             759                   433
Intangible assets - net                                                                       310                   341
Prepaid federal income taxes                                                                  136                   193
                                                                                          -------               -------

         Total assets                                                                    $480,562              $466,278
                                                                                          =======               =======

         LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits                                                                                 $310,408              $312,072
Advances from the Federal Home Loan Bank                                                  132,056               116,532
Accounts payable on mortgage loans serviced for others                                        833                   838
Advance payments by borrowers for taxes and insurance                                         915                 1,023
Other liabilities                                                                           1,532                 1,990
Deferred federal income taxes                                                               1,705                 1,683
                                                                                          -------               -------
         Total liabilities                                                                447,449               434,138

Shareholders' equity
  Preferred stock - 2,000,000 shares without par value
    authorized; no shares issued and outstanding                                               -                     -
  Common stock - 18,000,000 shares of no par value
    authorized; 4,411,414 and 4,403,714 shares outstanding                                     -                     -
  Additional paid-in capital                                                                9,968                 9,917
  Retained earnings - substantially restricted                                             22,638                21,619
  Accumulated comprehensive income, unrealized gains on securities
    designated as available for sale                                                          507                   604
                                                                                          -------               -------
         Total shareholders' equity                                                        33,113                32,140
                                                                                          -------               -------

         Total liabilities and shareholders' equity                                      $480,562              $466,278
                                                                                          =======               =======


</TABLE>


                                        3


<PAGE>


                          Winton Financial Corporation
<TABLE>
<CAPTION>
                       CONSOLIDATED STATEMENTS OF EARNINGS
                      (In thousands, except per share data)

                                                                    Six months ended                 Three months ended
                                                                       March 31,                         March 31,
                                                                   2000           1999              2000           1999
                                                                            (Restated)                       (Restated)
<S>                                                              <C>            <C>                 <C>            <C>
Interest income
  Loans                                                         $16,568        $14,580            $8,340         $7,413
  Mortgage-backed securities                                        391            469               195            227
  Investment securities                                             617            600               312            301
  Interest-bearing deposits and other                               209            284               111            115
                                                                 ------         ------             -----          -----
         Total interest income                                   17,785         15,933             8,958          8,056

Interest expense
  Deposits                                                        7,616          7,535             3,793          3,701
  Borrowings                                                      3,734          2,255             1,950          1,201
                                                                 ------         ------             -----          -----
         Total interest expense                                  11,350          9,790             5,743          4,902
                                                                 ------         ------             -----          -----

         Net interest income                                      6,435          6,143             3,215          3,154

Provision for losses on loans                                        45             47                22             24
                                                                 ------         ------             -----          -----

         Net interest income after provision
           for losses on loans                                    6,390          6,096             3,193          3,130

Other income
  Gain on sale of mortgage loans                                    126          1,001                76            325
  Mortgage-servicing fees                                           155             23                78             33
  Gain on sale of real estate acquired through
    foreclosure                                                      -              34                -              34
  Other operating                                                   311            330               155            159
                                                                 ------         ------             -----          -----
         Total other income                                         592          1,388               309            551

General, administrative and other expense
  Employee compensation and benefits                              2,286          2,083             1,182          1,098
  Occupancy and equipment                                           907            889               466            450
  Franchise taxes                                                   183            180                92             90
  Federal deposit insurance premiums                                 86             89                39             47
  Amortization of intangible assets                                  31             31                16             16
  Advertising                                                       192            136               114             68
  Other operating                                                   676            832               335            392
                                                                 ------         ------             -----          -----
         Total general, administrative and other expense          4,361          4,240             2,244          2,161
                                                                 ------         ------             -----          -----

         Earnings before income taxes                             2,621          3,244             1,258          1,520
Federal income taxes
  Current                                                           826          1,186               391            500
  Deferred                                                           72            (84)               40             11
                                                                 ------         ------             -----          -----
         Total federal income taxes                                 898          1,102               431            511
                                                                 ------         ------             -----          -----

         NET EARNINGS                                           $ 1,723        $ 2,142            $  827         $1,009
                                                                 ======         ======             =====          =====

         EARNINGS PER SHARE
           Basic                                                  $0.39          $0.49             $0.19          $0.23
                                                                   ====           ====              ====           ====

           Diluted                                                $0.38          $0.46             $0.18          $0.21
                                                                   ====           ====              ====           ====

         Dividends per share                                      $0.16          $0.14             $0.08          $0.07
                                                                   ====           ====              ====           ====
</TABLE>


                                        4


<PAGE>


                          Winton Financial Corporation
<TABLE>
<CAPTION>

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                 (In thousands)


                                                                        Six months ended              Three months ended
                                                                            March 31,                      March 31,
                                                                       2000         1999              2000         1999
                                                                              (Restated)                     (Restated)
<S>                                                                    <C>         <C>                 <C>          <C>

Net earnings                                                         $1,723       $2,142              $827       $1,009

Other comprehensive loss, net of tax:
  Unrealized holding losses on securities during
    the period, net of taxes $(76), $(75), $(50)
    and $(49) during the respective periods                            (147)        (145)              (98)         (95)
                                                                      -----        -----               ---        -----

Comprehensive income                                                 $1,576       $1,997              $729       $  914
                                                                      =====        =====               ===        =====

Accumulated comprehensive income                                     $  507       $  674              $507       $  674
                                                                      =====        =====               ===        =====
</TABLE>































                                        5


<PAGE>


                          Winton Financial Corporation
<TABLE>
<CAPTION>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                       For the six months ended March 31,
                                 (In thousands)

                                                                                             2000                  1999
                                                                                                             (Restated)
<S>                                                                                       <C>                      <C>
Cash flows from operating activities:
  Net earnings for the period                                                             $ 1,723               $ 2,142
  Adjustments to reconcile net earnings to net cash provided
  by (used in) operating activities:
    Amortization of premiums and discounts on investment and
      mortgage-backed securities                                                               26                    30
    Amortization of deferred loan origination fees                                            (11)                  (60)
    Depreciation and amortization                                                             270                   265
    Amortization of intangible assets                                                          31                    31
    Provision for losses on loans                                                              45                    47
    Gain on sale of mortgage loans                                                            (73)                 (819)
    Loans originated for sale in the secondary market                                     (22,061)              (61,303)
    Proceeds from sale of loans in the secondary market                                    23,094                67,697
    Gain on sale of real estate acquired through foreclosure                                   -                    (34)
    Federal Home Loan Bank stock dividends                                                   (222)                 (162)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable on loans                                                     61                    98
      Accrued interest receivable on mortgage-backed securities                                 2                    16
      Accrued interest receivable on investments                                              (15)                    1
      Prepaid expenses and other assets                                                      (326)                 (576)
      Accounts payable on mortgage loans serviced for others                                   (5)                  (50)
      Other liabilities                                                                      (458)                   34
      Federal income taxes
        Current                                                                                57                   150
        Deferred                                                                               72                   (84)
                                                                                           ------                ------
          Net cash provided by operating activities                                         2,210                 7,423

Cash flows from investing activities:
  Principal repayments on mortgage-backed securities                                          664                 1,489
  Proceeds from the maturity of investment securities                                          -                  5,300
  Proceeds from maturity of investment securities designated
    as available for sale                                                                     500                   100
  Purchase of investment securities designated as held to maturity                         (1,255)               (6,842)
  Loan principal repayments                                                                39,180                66,939
  Loan disbursements                                                                      (49,992)             (105,054)
  Proceeds from sale of real estate acquired through foreclosure                               -                    169
  Purchase of office premises and equipment                                                  (176)                 (163)
  Purchase of Federal Home Loan Bank stock                                                   (543)                  (33)
  Additions to real estate acquired through foreclosure                                      (108)                   -
                                                                                           ------                ------
          Net cash used in investing activities                                           (11,730)              (38,095)
                                                                                           ------                ------

          Net cash used in operating and investing
            activities (balance carried forward)                                           (9,520)              (30,672)
                                                                                           ------                ------
</TABLE>



                                        6


<PAGE>


                          Winton Financial Corporation
<TABLE>
<CAPTION>

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                       For the six months ended March 31,
                                 (In thousands)

                                                                                             2000                  1999
                                                                                                             (Restated)
<S>                                                                                          <C>                   <C>
          Net cash used in operating and investing
            activities (balance brought forward)                                          $(9,520)             $(30,672)

Cash flows from financing activities:
  Net increase (decrease) in deposit accounts                                              (1,664)                6,335
  Repayments of Federal Home Loan Bank advances                                           (19,326)               (7,556)
  Proceeds from Federal Home Loan Bank advances                                            34,850                29,500
  Advances by borrowers for taxes and insurance                                              (108)                   32
  Proceeds from exercise of stock options                                                      51                     4
  Dividends paid on common stock                                                             (704)                 (630)
                                                                                           ------               -------
          Net cash provided by financing activities                                        13,099                27,685
                                                                                           ------               -------

Net increase (decrease) in cash and cash equivalents                                        3,579                (2,987)

Cash and cash equivalents at beginning of period                                            2,081                 7,076
                                                                                           ------               -------

Cash and cash equivalents at end of period                                                $ 5,660              $  4,089
                                                                                           ======               =======

Supplemental  disclosure of cash flow  information:
  Cash paid during the period for:
    Federal income taxes                                                                  $   767              $  1,035
                                                                                           ======               =======

    Interest on deposits and borrowings                                                   $11,403              $  9,840
                                                                                           ======               =======


Supplemental disclosure of noncash investing activities:
  Unrealized losses on securities designated as available
    for sale, net of related tax effects                                                  $  (147)             $   (145)
                                                                                           ======               =======

  Recognition of mortgage servicing rights in accordance with
    SFAS No. 125                                                                          $    53              $    182
                                                                                           ======               =======

  Transfers from loans to real estate acquired through foreclosure                        $   108              $     35
                                                                                           ======               =======

</TABLE>









                                        7


<PAGE>


                          Winton Financial Corporation

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

             For the six month periods ended March 31, 2000 and 1999


1.       Basis of Presentation

         The  accompanying  unaudited  consolidated  financial  statements  were
         prepared in accordance with instructions for Form 10-Q and,  therefore,
         do not  include  information  or  footnotes  necessary  for a  complete
         presentation  of financial  position,  results of operations,  and cash
         flows in conformity  with  generally  accepted  accounting  principles.
         Accordingly,  these financial  statements should be read in conjunction
         with the consolidated  financial statements and notes thereto of Winton
         Financial included in the Annual Report on Form 10-K for the year ended
         September 30, 1999. However, all adjustments (consisting of only normal
         recurring accruals) which, in the opinion of management,  are necessary
         for a fair presentation of the consolidated  financial  statements have
         been  included.  The results of operations  for the six and three month
         periods  ended March 31, 2000,  are not  necessarily  indicative of the
         results which may be expected for the entire fiscal year.

         On December 14, 1998, Winton Financial  Corporation ("Winton Financial"
         or  the   "Corporation")   entered  into  an  Agreement   and  Plan  of
         Reorganization   with  BenchMark  Federal  Savings  Bank  ("BenchMark")
         pursuant  to which  BenchMark  would  merge  with  and into The  Winton
         Savings and Loan Co. ("Winton Savings" or the "Company") a wholly-owned
         subsidiary of the  Corporation.  The merger was consummated on June 11,
         1999 and was  accounted  for using the pooling of  interests  method of
         accounting. Accordingly, the financial statements for the six and three
         month periods ending March 31, 1999,  have been restated to give effect
         to the combination.

2.       Principles of Consolidation

         The accompanying consolidated financial statements include the accounts
         of Winton  Financial and Winton Savings.  All significant  intercompany
         items have been eliminated.

3.       Effects of Recent Accounting Pronouncements

         In June 1998,  the Financial  Accounting  Standards  Board (the "FASB")
         issued Statement of Financial  Accounting  Standards  ("SFAS") No. 133,
         "Accounting for Derivative  Instruments and Hedging  Activities," which
         requires  entities to  recognize  all  derivatives  in their  financial
         statements as either assets or liabilities measured at fair value. SFAS
         No.  133  also   specifies  new  methods  of  accounting   for  hedging
         transactions, prescribes the items and transactions that may be hedged,
         and  specifies  detailed  criteria  to be  met  to  qualify  for  hedge
         accounting.

         The definition of a derivative  financial instrument is complex, but in
         general,  it is an instrument with one or more underlyings,  such as an
         interest rate or foreign  exchange rate,  that is applied to a notional
         amount,  such as an amount of  currency,  to determine  the  settlement
         amount(s).  It generally requires no significant initial investment and
         can  be  settled  net  or by  delivery  of an  asset  that  is  readily
         convertible to cash.  SFAS No. 133 applies to  derivatives  embedded in
         other  contracts,  unless the underlying of the embedded  derivative is
         clearly and closely related to the host contract.



                                        8


<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

             For the six month periods ended March 31, 2000 and 1999


3.       Effects of Recent Accounting Pronouncements (continued)

         SFAS No. 133, as amended by SFAS No. 137, is effective for fiscal years
         beginning  after June 15, 2000. On adoption,  entities are permitted to
         transfer  held-to-maturity debt securities to the available-for-sale or
         trading  category  without  calling into question  their intent to hold
         other debt  securities  to maturity in the future.  SFAS No. 133 is not
         expected  to have a  material  impact on Winton  Financial's  financial
         position or results of operations.

         The  foregoing   discussion   of  the  effects  of  recent   accounting
         pronouncements contains  forward-looking  statements that involve risks
         and uncertainties.  Changes in economic  circumstances  could cause the
         effects of the accounting  pronouncements  to differ from  management's
         foregoing assessment.

4.       Year 2000 Compliance Issues

         As with all providers of financial services,  the Company's  operations
         are heavily  dependent on information  technology  systems.  During the
         periods  leading  up to  January 1, 2000,  the  Company  addressed  the
         potential  problems  associated with the possibility that the computers
         that control or operate the Company's information technology system and
         infrastructure  may not have been  programmed to read  four-digit  date
         codes  and,  upon  arrival of the year 2000,  may have  recognized  the
         two-digit  code  "00" as the  year  1900,  causing  systems  to fail to
         function or to generate erroneous data.

         As part of the  awareness  and  assessment  phases of its  action  plan
         related to the Year 2000 problem,  management  identified the operating
         systems that it considered  critical to the on-going  operations of the
         Company.    Of   the   systems   that   the   Company   identified   as
         mission-critical,  the most  significant  is the on-line  core  account
         processing   system  performed  by  a  third  party  service  provider,
         Intrieve,  Inc. ("Intrieve").  Intrieve converted its hardware to a new
         Year 2000 compliant  system during the fourth calendar quarter of 1998.
         Intrieve successfully performed Year 2000 proxy testing with several of
         its larger users during early October 1998.  Winton  Savings  performed
         final testing of its unique equipment  configuration and communications
         link to Intrieve during November 1998.

         The Company  expended  approximately  $67,000 through the periods ended
         December 31, 1999, in connection with its Year 2000 compliance program.

         Winton  Savings  experienced  no  significant  problems  related to its
         information  technology  systems upon arrival of the Year 2000, nor was
         there any interruption in service to its customers of any kind.







                                        9


<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

             For the six month periods ended March 31, 2000 and 1999


5.       Earnings Per Share

         Basic  earnings  per share for the six and three  month  periods  ended
         March  31,  2000  is  computed   based  on  4,405,671   and   4,406,457
         weighted-average shares outstanding, respectively.

         Basic  earnings  per share for the six and three  month  periods  ended
         March  31,  1999  is  computed   based  on  4,391,514   and   4,391,283
         weighted-average shares outstanding, respectively.

         Diluted earnings per share is computed taking into consideration common
         shares  outstanding and dilutive  potential  common shares to be issued
         under the  Corporation's  stock  option plan.  Weighted-average  common
         shares deemed  outstanding for purposes of computing  diluted  earnings
         per share  totaled  4,578,633 and 4,561,211 for the six and three month
         periods ended March 31, 2000, respectively, and 4,610,126 and 4,615,395
         for the six and three month periods ended March 31, 1999, respectively.

         Incremental  shares  related to the assumed  exercise of stock  options
         included  in the  calculation  of diluted  earnings  per share  totaled
         172,962 and 154,754 for the six and three month periods ended March 31,
         2000, and 218,612 and 224,112 for the six and three month periods ended
         March 31, 1999, respectively.

         Options to purchase  194,000 and 134,000  shares of common stock with a
         weighted-average  exercise price of $12.56 and $13.25 were  outstanding
         at March 31, 2000 and 1999,  respectively,  but were  excluded from the
         computation of common share  equivalents  because their exercise prices
         were greater than the average market price of the common shares.




















                                       10


<PAGE>


                          Winton Financial Corporation

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS


Discussion of Financial  Condition  Changes from September 30, 1999 to March 31,
2000

At March 31,  2000,  the  Corporation  had total  assets of $480.6  million,  an
increase of  approximately  $14.3 million,  or 3.1%, over the level at September
30,  1999.  The growth in assets was funded by an increase in Federal  Home Loan
Bank ("FHLB")  advances of $15.5 million and  undistributed net earnings of $1.0
million, which were partially offset by a decrease in deposits of $1.7 million.

Cash and cash equivalents  increased by $3.6 million, or 172.0%,  during the six
months ended March 31, 2000.

Investment  securities totaled approximately $23.0 million at March 31, 2000, an
increase of approximately  $599,000, or 2.7%, over September 30, 1999 levels, as
purchases of $1.3 million exceeded  maturities and called securities of $500,000
during the period.

Mortgage-backed  securities  totaled  approximately  $13.3  million at March 31,
2000, a decrease of approximately  $681,000,  or 4.9%, since September 30, 1999,
primarily attributable to regular principal repayments during the period.

Loans  receivable  and loans held for sale totaled  $423.4  million at March 31,
2000,  an increase of  approximately  $9.8 million,  or 2.4%,  over the level at
September 30, 1999. The increase  resulted  primarily from loan  originations of
$72.1 million,  which were  partially  offset by loan sales of $23.0 million and
principal repayments of $39.2 million.

At March 31, 2000, the allowance for loan losses of Winton Savings  totaled $1.0
million, an increase of $78,000 from the level maintained at September 30, 1999.
At March 31, 2000, the allowance  represented  approximately  0.23% of the total
loan  portfolio and 217.3% of total  nonperforming  loans.  Nonperforming  loans
totaled  $465,000  and  $246,000  at March  31,  2000 and  September  30,  1999,
respectively. At March 31, 2000, the ratio of total nonperforming loans to total
loans  amounted  to 0.11%  compared to 0.06% at  September  30,  1999.  Although
management  believes  that its  allowance  for loan  losses at March 31, 2000 is
adequate  based  on the  available  facts  and  circumstances,  there  can be no
assurance  that  additions  to such  allowance  will not be  necessary in future
periods, which could adversely affect Winton Financial's results of operations.

Deposits  totaled  $310.4 million at March 31, 2000, a decrease of $1.7 million,
or 0.5%,  from  September 30, 1999 levels.  Deposits  declined  during the first
fiscal quarter ended December 31, 1999, by $4.9 million and increased during the
second fiscal quarter ended March 31, 2000, by $3.3 million. The increase during
the current  quarter  resulted  primarily from a special  fifteen  month,  7.0%,
certificate offered during the quarter.

Advances from the FHLB totaled  $132.1 million at March 31, 2000, an increase of
$15.5 million, or 13.3%, over September 30, 1999 levels.  Proceeds from advances
have generally been utilized to fund the growth in the loan portfolio.





                                       11


<PAGE>


                          Winton Financial Corporation

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (CONTINUED)


Discussion of Financial  Condition  Changes from September 30, 1999 to March 31,
2000 (continued)

The Company is required to meet minimum  capital  standards  promulgated  by the
Office of Thrift  Supervision  (the  "OTS").  At March 31, 2000,  the  Company's
regulatory capital was well in excess of such minimum capital requirements.


Comparison  of Operating  Results for the Six Month Periods ended March 31, 2000
and 1999

General

The  Corporation  recorded net earnings for the six months ended March 31, 2000,
totaling  $1.7  million,  compared to $2.1  million in net earnings for the same
period in 1999,  a  decrease  of  $419,000,  or 19.6%.  The  decreased  earnings
resulted  primarily  from a  $796,000  decline  in other  income  and a $121,000
increase in general,  administrative  and other  expense,  which were  partially
offset by a $292,000 increase in net interest income, a $204,000 decrease in the
provision  for federal  income taxes and a $2,000  decrease in the provision for
losses on loans.

Net Interest Income

Interest  income  on loans  and  mortgage-backed  securities  increased  by $1.9
million, or 12.7%, for the six months ended March 31, 2000, compared to the same
period in 1999. The increase resulted primarily from a $51.9 million increase in
the weighted-average portfolio outstanding year to year, partially offset by a 6
basis point decrease in yield, to 7.83% for six months ended March 31, 2000.

Interest income on investment securities and interest-bearing deposits and other
decreased by $58,000, or 6.6%, for the six months ended March 31, 2000, compared
to the same period in 1999. The decrease resulted from a decrease in yield of 45
basis points,  which was partially offset by a $274,000  increase in the average
balance outstanding for the six months ended March 31, 2000.

Interest expense on deposits  increased by $81,000,  or 1.1%, for the six months
ended March 31,  2000,  compared to the same period in 1999.  The  increase  was
primarily  attributable to a $3.9 million increase in weighted-average  deposits
outstanding year to year. The weighted-average cost of deposits decreased during
the  periods,  amounting  to 4.92% for the six  months  ended  March  31,  2000,
compared to 4.93% for the same period in 1999.

Interest expense on borrowings  increased by $1.5 million,  or 65.6%, during the
six months ended March 31, 2000, compared to the same period in 1999,  primarily
due to an increase  of $48.5  million in the  weighted-average  balances of FHLB
advances outstanding,  and an increase in weighted-average cost of FHLB advances
to 6.02% from 5.74% during the six month periods ended March 31, 2000 and 1999.






                                       12


<PAGE>


                          Winton Financial Corporation

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (CONTINUED)


Comparison  of Operating  Results for the Six Month Periods ended March 31, 2000
and 1999 (continued)

Net Interest Income (continued)

As a result of the foregoing  changes in interest  income and interest  expense,
net interest income increased by $292,000,  or 4.8%, to $6.4 million for the six
months  ended March 31,  2000,  compared to $6.1  million for the same period in
1999.  The interest rate spread  decreased by 21 basis points,  to 2.46% for the
six months ended March 31, 2000,  while the net interest margin  decreased by 21
basis  points,  to 2.78% for the six months  ended March 31,  2000,  compared to
2.99% for the six months ended March 31, 1999.

Provision for Losses on Loans

As a result of an  analysis  of  historical  experience,  the volume and type of
lending conducted by the Company,  the status of past due principal and interest
payments,  and general  economic  conditions,  particularly  as such  conditions
relate to the Company's loan portfolio,  management  elected to record a $45,000
provision for losses on loans during the six-month  period ended March 31, 2000,
compared to a provision  of $47,000  recorded  in the 1999  period.  The current
period  provision  primarily  reflects the growth in the loan  portfolio year to
year.  There  can be no  assurance  that the  allowance  for loan  losses of the
Company will be adequate to cover losses on nonperforming assets in the future.

Other Income

Other income decreased by $796,000, or 57.3%, for the six months ended March 31,
2000,  compared to the 1999 period,  due to an $875,000,  or 87.4%,  decrease in
gain on sale of mortgage loans, a $34,000 decline in gain on sale of real estate
acquired through  foreclosure and a $19,000, or 5.8%, decline in other operating
income,  which were  partially  offset by an  increase  of  $132,000 in mortgage
servicing fees.

General, Administrative and Other Expense

General,  administrative  and other expense increased by $121,000,  or 2.9%, for
the six months  ended March 31, 2000,  compared to the same period in 1999.  The
increase consisted of a $203,000, or 9.7%, increase in employee compensation and
benefits  and an $18,000,  or 2.0%,  increase in  occupancy  and  equipment,  an
increase in advertising  expenses of $56,000, or 41.2%, and a $3,000 increase in
franchise  tax expense,  which were  partially  offset by a $156,000,  or 18.8%,
decrease in other operating expense and a $3,000,  or 3.4%,  decrease in federal
deposit insurance premiums.  The increase in employee  compensation and benefits
resulted primarily from a reduction in deferred salary cost due to a decrease in
loan production volume coupled with normal merit increases.

Federal Income Taxes

The provision for federal  income taxes  amounted to $898,000 for the six months
ended March 31, 2000, a decrease of $204,000,  or 18.5%, from the same period in
1999. The decrease  resulted  primarily from a $623,000,  or 19.2%,  decrease in
pretax earnings.  The effective tax rates were 34.3% and 34.0% for the six month
periods ended March 31, 2000 and 1999, respectively.


                                       13


<PAGE>


                          Winton Financial Corporation

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (CONTINUED)


Comparison of Operating Results for the Three Month Periods ended March 31, 2000
and 1999

General

The Corporation recorded net earnings for the three months ended March 31, 2000,
totaling $827,000,  compared to $1.0 million in net earnings for the same period
in 1999, a decrease of  $182,000,  or 18.0%.  The  decreased  earnings  resulted
primarily  from a $242,000  decrease in other income and an $83,000  increase in
general,  administrative  and other expense,  which were  partially  offset by a
$61,000  increase in net interest  income,  an $80,000 decrease in the provision
for federal income taxes and a $2,000 decrease in the provision for loan losses.

Net Interest Income

Interest income on loans and mortgage-backed  securities  increased by $895,000,
or 11.7%, for the three months ended March 31, 2000, compared to the same period
in 1999. The increase  resulted  primarily from a $45.6 million  increase in the
weighted-average  balance  outstanding  year to year.  The average  yield on the
portfolio remained constant at 7.84% from period to period.

Interest income on investment securities and interest-bearing deposits and other
increased  by  $7,000,  or 1.7%,  for the three  months  ended  March 31,  2000,
compared to the same quarter in 1999. The increase  resulted from a $1.5 million
increase in the average balance outstanding, offset by a decrease in yield of 20
basis points, to 5.70% for the three months ended March 31, 2000.

Interest expense on deposits increased by $92,000, or 2.5%, for the three months
ended March 31,  2000  compared to the same  period in 1999.  The  increase  was
primarily  attributable to a $1.8 million increase in weighted-average  deposits
outstanding coupled with a 9 basis point increase in the  weighted-average  rate
year to year. The weighted-average cost of deposits increased during the period,
amounting to 4.92% and 4.86% for the three months ended March 31, 2000 and 1999,
respectively.

Interest expense on borrowings increased by $749,000, or 62.4%, during the three
months ended March 31, 2000, compared to the same period in 1999,  primarily due
to an  increase  of  $41.6  million  in the  weighted-average  balances  of FHLB
advances  outstanding,  coupled with an increase in the weighted-average cost of
FHLB advances to 6.12% from 5.59% during the three month periods ended March 31,
2000 and 1999, respectively.

As a result of the foregoing  changes in interest  income and interest  expense,
net interest income increased by $61,000, or 1.9%, to $3.2 million for the three
months ended March 31, 2000,  compared to the same period in 1999.  The interest
rate spread  decreased by 28 basis  points,  to 2.43% for the three months ended
March 31, 2000, while the net interest margin  decreased by 26 basis points,  to
2.76% for the three months ended March 31, 2000, compared to 3.02% for the three
months ended March 31, 1999.





                                       14


<PAGE>


                          Winton Financial Corporation

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (CONTINUED)


Comparison of Operating Results for the Three Month Periods ended March 31, 2000
and 1999 (continued)

Provision for Losses on Loans

As a result of an  analysis  of  historical  experience,  the volume and type of
lending conducted by the Company,  the status of past due principal and interest
payments,  and general  economic  conditions,  particularly  as such  conditions
relate to the Company's loan portfolio,  management  elected to record a $22,000
provision  for losses on loans  during the  three-month  period  ended March 31,
2000,  compared  to a provision  of $24,000  recorded  in the 1999  period.  The
current period provision reflects the growth in the loan portfolio year to year.
There can be no assurance that the allowance for loan losses of the Company will
be adequate to cover losses on nonperforming assets in the future.

Other Income

Other income  decreased by $242,000,  or 43.9%, for the three months ended March
31, 2000,  compared to the 1999 period,  primarily due to a $249,000,  or 76.6%,
decrease  in gain on sale of  mortgage  loans,  a decrease of $34,000 in gain on
sale of real estate acquired through  foreclosure and a $4,000, or 2.5%, decline
in other operating  income,  which was partially offset by a $45,000 increase in
mortgage servicing fees.

General, Administrative and Other Expense

General, administrative and other expense increased by $83,000, or 3.8%, for the
three  months  ended March 31,  2000,  compared to the same period in 1999.  The
increase  consisted  primarily  of an  $84,000,  or 7.7%,  increase  in employee
compensation  and  benefits,  a $16,000,  or 3.6%,  increase  in  occupancy  and
equipment and a $46,000, or 67.6%,  increase in advertising expense,  which were
partially offset by a $57,000, or 14.5%, decrease in other operating expense and
an $8,000  decline  in federal  deposit  insurance  premiums.  The  increase  in
employee  compensation  and  benefits  resulted  primarily  from a reduction  in
deferred salary cost due to a decrease in loan production  volume.  The increase
in occupancy and equipment  expense  resulted from costs associated with the new
loan production office location in Western Hills.

Federal Income Taxes

The provision for federal income taxes amounted to $431,000 for the three months
ended March 31, 2000, a decrease of $80,000,  or 15.7%,  from the same period in
1999. The decrease  resulted  primarily from a $262,000,  or 17.2%,  decrease in
pretax  earnings.  The  effective  tax rates  were 34.3% and 33.6% for the three
month periods ended March 31, 2000 and 1999, respectively.








                                       15


<PAGE>


                          Winton Financial Corporation

                                     PART II


ITEM 1.  Legal Proceedings

         Not applicable

ITEM 2.  Changes in Securities and Use of Proceeds

         Not applicable

ITEM 3.  Defaults Upon Senior Securities

         Not applicable

ITEM 4.  Submission of Matters to a Vote of Security Holders

         None

ITEM 5.  Other Information

         None

ITEM 6.  Exhibits and Reports on Form 8-K


          (a)  Exhibits

          27.1                              Financial Data Schedule for the Six
                                            Months Ended March 31, 2000

          27.2                              Restated Financial Data Schedule for
                                            the Six Months Ended March 31, 1999



          (b)  Reports on Form 8-K:         None.














                                       16


<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.





Date:      May 12, 2000                         By: /s/Robert L. Bollin
       --------------------------                   -------------------
                                                    Robert L. Bollin
                                                    President





Date:      May 12, 2000                         By: /s/Jill M. Burke
       --------------------------                   ----------------
                                                    Jill M. Burke
                                                    Chief Financial Officer




































                                       17