FORM 10-QSB

                       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, 1998
                               ---------------------------------------

                                       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                                     (Zip Code)
executive office)

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

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 1,  1998,  the  latest  practicable  date,  4,014,304  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 Cash Flows                     5

                Notes to Consolidated Financial Statements                7

                Management's Discussion and Analysis of
                Financial Condition and Results of
                Operations                                               10


PART II -   OTHER INFORMATION                                            16

SIGNATURES                                                               17



<PAGE>

<TABLE>

                          Winton Financial Corporation
<CAPTION>

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)


                                                                                          March 31,       September 30,
         ASSETS                                                                                1998                1997
<S>                                                                                            <C>                 <C>
Cash and due from banks                                                                  $    1,367          $    1,367
Interest-bearing deposits in other financial institutions                                       795               1,419
                                                                                         ----------           ---------
         Cash and cash equivalents                                                            2,162               2,786

Investment securities available for sale - at market                                          5,383               3,631
Investment securities - at cost, approximate market
  value of $13,209 and $12,679 at March 31, 1998 and
  September 30, 1997                                                                         13,104              12,585
Mortgage-backed securities available for sale - at market                                       695                 799
Mortgage-backed  securities - at cost,  approximate  market value of $13,739 and
  $14,345 at March 31, 1998
  and September 30, 1997                                                                     13,849              14,614
Loans receivable - net                                                                      293,780             276,334
Loans held for sale - at lower of cost or market                                              5,694               4,210
Office premises and equipment - net                                                           2,642               2,627
Real estate acquired through foreclosure                                                        504                 513
Federal Home Loan Bank stock - at cost                                                        3,274               2,998
Accrued interest receivable on loans                                                          2,207               2,185
Accrued interest receivable on mortgage-backed securities                                       103                 109
Accrued interest receivable on investments                                                      260                 241
Prepaid expenses and other assets                                                               636                 393
Intangible assets - net                                                                         432                 463
Prepaid federal income taxes                                                                    136                  -
                                                                                           --------            --------

         Total assets                                                                      $344,861            $324,488
                                                                                            =======             =======

         LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits                                                                                   $251,606            $240,317
Advances from the Federal Home Loan Bank                                                     64,393              57,425
Accounts payable on mortgage loans serviced for others                                          855                 842
Advance payments by borrowers for taxes and insurance                                           440                 412
Other liabilities                                                                             1,178               1,137
Accrued federal income taxes                                                                     -                   85
Deferred federal income taxes                                                                 1,208                 993
                                                                                          ---------          ----------
         Total liabilities                                                                  319,680             301,211

Shareholders' equity
  Preferred stock - 2,000,000 shares without par
    value authorized; no shares issued                                                           -                   -
  Common stock - 5,000,000 shares without par value authorized;
    4,014,304 and 1,986,152 shares issued and outstanding                                        -                   -
  Additional paid-in capital                                                                  6,775               6,501
  Retained earnings - substantially restricted                                               17,933              16,474
  Unrealized gains on securities designated as available for sale, net                          473                 302
                                                                                           --------            --------
         Total shareholders' equity                                                          25,181              23,277
                                                                                           --------            --------

         Total liabilities and shareholders' equity                                        $344,861            $324,488
                                                                                            =======             =======
</TABLE>


                                        3


<PAGE>

<TABLE>

                          Winton Financial Corporation
<CAPTION>
                       CONSOLIDATED STATEMENTS OF EARNINGS

                        (In thousands, except share data)

                                                                            Six months ended              Three months ended
                                                                                March 31,                      March 31,
                                                                            1998         1997             1998         1997
<S>                                                                        <C>            <C>            <C>             <C>
Interest income
  Loans                                                                  $11,942      $10,643           $5,991       $5,423
  Mortgage-backed securities                                                 460          562              230          280
  Investment securities                                                      535          392              272          199
  Interest-bearing deposits and other                                        121           93               60           47
                                                                        --------    ---------          -------      -------
         Total interest income                                            13,058       11,690            6,553        5,949

Interest expense
  Deposits                                                                 6,429        5,785            3,186        2,901
  Borrowings                                                               1,576        1,398              793          725
                                                                         -------      -------           ------       ------
         Total interest expense                                            8,005        7,183            3,979        3,626
                                                                         -------      -------            -----        -----

         Net interest income                                               5,053        4,507            2,574        2,323

Other income
  Gain on sale of mortgage loans                                             633          272              385           57
  Mortgage servicing fee income (expense)                                     74          155              (20)          79
  Gain on sale of investments and mortgage-backed securities
    designated as available for sale                                          -            36               -            -
  Gain on sale of real estate acquired through foreclosure                    -            32               -            36
  Other operating                                                            206          181              103           91
                                                                         -------      -------           ------      -------
         Total other income                                                  913          676              468          263

General, administrative and other expense
  Employee compensation and benefits                                       1,454        1,361              714          701
  Occupancy and equipment                                                    641          593              331          302
  Federal deposit insurance premiums                                          74          134               37            9
  Franchise taxes                                                            146          131               78           67
  Amortization of intangible assets                                           31           31               15           15
  Advertising                                                                110           78               61           39
  Other operating                                                            521          505              281          250
                                                                         -------      -------           ------       ------
         Total general, administrative and other expense                   2,977        2,833            1,517        1,383
                                                                         -------      -------            -----        -----

         Earnings before income taxes                                      2,989        2,350            1,525        1,203

Federal income taxes
  Current                                                                    901          123              360          353
  Deferred                                                                   126          676              163           56
                                                                         -------     --------           ------      -------
         Total federal income taxes                                        1,027          799              523          409
                                                                         -------     --------           ------       ------

         NET EARNINGS                                                   $  1,962     $  1,551         $  1,002      $   794
                                                                         =======      =======          =======       ======

         EARNINGS PER SHARE
           Basic                                                            $.49         $.39              $.25         $.20
                                                                             ===          ===               ===          ===

           Diluted                                                          $.47         $.39              $.24         $.20
                                                                             ===          ===               ===          ===

           Dividends per share                                            $.1250       $.1100            $.0625       $.0575
                                                                           =====        =====             =====        =====
</TABLE>

                                        4


<PAGE>

<TABLE>

                          Winton Financial Corporation
<CAPTION>
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

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

                                                                                        1998         1997
<S>                                                                                     <C>           <C>
Cash flows from operating activities:
  Net earnings for the period                                                       $  1,962     $  1,551
  Adjustments to reconcile net earnings to net cash
  provided by (used in) operating activities:
    Amortization of premiums on investments
      and mortgage-backed securities                                                      14            5
    Amortization of deferred loan origination fees                                      (139)        (118)
    Depreciation                                                                         203          191
    Amortization of intangible assets                                                     31           31
    Gain on sale of investment and mortgage-backed securities
      designated as available for sale                                                    -           (36)
    Gain on sale of mortgage loans                                                      (493)        (140)
    Gain on sale of real estate acquired through foreclosure                              -           (32)
    Loans disbursed for sale in secondary market                                     (42,536)     (13,051)
    Proceeds from sale of mortgage loans                                              41,545       15,794
    Federal Home Loan Bank stock dividends                                              (108)         (85)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable on loans                                               (22)        (105)
      Accrued interest receivable on mortgage-backed securities                            6            6
      Accrued interest receivable on investments                                         (19)         (34)
      Prepaid expenses and other assets                                                 (243)        (120)
      Accounts payable on mortgage loans serviced for others                              13           48
      Other liabilities                                                                   41       (1,464)
      Federal income taxes
        Current                                                                         (221)        (278)
        Deferred                                                                         126          676
                                                                                    --------     --------
         Net cash provided by operating activities                                       160        2,839

Cash flows from investing activities:
  Proceeds from maturity of investment securities                                      5,800        3,000
  Proceeds from sale of investment securities designated as available for sale            -           122
  Purchase of investment securities designated as held to maturity                    (6,322)      (3,499)
  Purchase of investment securities designated as available for sale                  (1,495)          -
  Principal repayments on mortgage-backed securities                                     861        1,225
  Loan principal repayments                                                           39,244       32,758
  Loan disbursements                                                                 (61,050)     (53,448)
  Sale of loan participations                                                          4,499        3,635
  Proceeds from sale of real estate acquired through foreclosure                          -            94
  Additions to real estate acquired through foreclosure                                   -           (13)
  Purchase and renovation of office premises and equipment                              (209)         (70)
  Purchase of Federal Home Loan Bank stock                                              (168)        (242)
                                                                                     -------      -------
         Net cash used in investing activities                                       (18,840)     (16,438)
                                                                                      ------       ------

         Net cash used in operating and investing activities
           (balance carried forward)                                                 (18,680)     (13,599)
                                                                                      ------       ------
</TABLE>


                                        5


<PAGE>

<TABLE>
                          Winton Financial Corporation
<CAPTION>
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                       For the six months ended March 31,

                                 (In thousands)
                                                                                          1998             1997
<S>                                                                                        <C>              <C>
         Net cash used in operating and investing activities
           (balance brought forward)                                                  $(18,680)        $(13,599)

Cash flows from financing activities:
  Net increase in deposit accounts                                                      11,289            8,154
  Proceeds from Federal Home Loan Bank advances                                         41,000           14,000
  Repayment of Federal Home Loan Bank advances                                         (34,032)          (7,528)
  Advances by borrowers for taxes and insurance                                             28               22
  Proceeds from exercise of stock options                                                  274               -
  Dividends paid on common stock                                                          (503)            (437)
                                                                                       -------          -------
         Net cash provided by financing activities                                      18,056           14,211
                                                                                       -------          -------

Net increase (decrease) in cash and cash equivalents                                      (624)             612

Cash and cash equivalents at beginning of period                                         2,786            1,504
                                                                                      --------         --------

Cash and cash equivalents at end of period                                           $   2,162        $   2,116
                                                                                      ========         ========

Supplemental  disclosure of cash flow  information:
  Cash paid during the period for:
    Federal income taxes                                                             $   1,060        $     400
                                                                                      ========         ========

    Interest on deposits and borrowings                                              $   7,867        $   7,110
                                                                                      ========         ========

Supplemental disclosure of noncash investing activities:
  Transfer from loans to real estate acquired through foreclosure                    $      -         $     200
                                                                                      ========         ========

  Unrealized gains on securities designated as available for sale,
    net of related tax effects                                                       $     171        $      17
                                                                                      ========         ========

  Recognition of mortgage servicing rights in accordance with
    SFAS No. 125                                                                     $     140        $     132
                                                                                      ========         ========

</TABLE>











                                        6


<PAGE>


                          Winton Financial Corporation

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        For the three and six month periods ended March 31, 1998 and 1997


1.       Basis of Presentation

         The  accompanying  unaudited  consolidated  financial  statements  were
         prepared  in  accordance  with   instructions   for  Form  10-QSB  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   Corporation  (the  "Corporation"  or  "Winton   Financial")
         included  in the  Annual  Report  on Form  10-KSB  for the  year  ended
         September 30, 1997. 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 three and six month
         periods  ended March 31, 1998,  are not  necessarily  indicative of the
         results which may be expected for the entire fiscal year.

2.       Principles of Consolidation

         The accompanying consolidated financial statements include the accounts
         of Winton  Financial and The Winton Savings and Loan Co. (the "Company"
         or "Winton  Savings").  All  significant  intercompany  items have been
         eliminated.

3.       Effects of Recent Accounting Pronouncements

         In June 1996,  the Financial  Accounting  Standards  Board (the "FASB")
         issued Statement of Financial  Accounting  Standards  ("SFAS") No. 125,
         "Accounting  for  Transfers  and  Servicing  of  Financial  Assets  and
         Extinguishments of Liabilities," that provides  accounting  guidance on
         transfers of financial  assets,  servicing  of  financial  assets,  and
         extinguishment  of liabilities.  SFAS No. 125 introduces an approach to
         accounting  for transfers of financial  assets that provides a means of
         dealing with more complex  transactions in which the seller disposes of
         only a partial  interest in the assets,  retains rights or obligations,
         makes use of special purpose entities in the transaction,  or otherwise
         has  continuing  involvement  with  the  transferred  assets.  The  new
         accounting method, the financial components approach, provides that the
         carrying  amount of the financial  assets  transferred  be allocated to
         components of the transaction based on their relative fair values. SFAS
         No. 125 provides criteria for determining whether control of assets has
         been relinquished and whether a sale has occurred. If the transfer does
         not  qualify as a sale,  it is  accounted  for as a secured  borrowing.
         Transactions  subject to the provisions of SFAS No. 125 include,  among
         others,  transfers involving repurchase agreements,  securitizations of
         financial assets,  loan  participations,  factoring  arrangements,  and
         transfers of receivables with recourse.





                                        7



<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

        For the three and six month periods ended March 31, 1998 and 1997


3.       Effects of Recent Accounting Pronouncements (continued)

         An entity that  undertakes an obligation  to service  financial  assets
         recognizes  either a servicing  asset or  liability  for the  servicing
         contract  (unless related to a  securitization  of assets,  and all the
         securitized assets are retained and classified as held-to-maturity).  A
         servicing  asset or liability that is purchased or assumed is initially
         recognized  at its fair value.  Servicing  assets and  liabilities  are
         amortized  in  proportion  to and  over the  period  of  estimated  net
         servicing  income or net  servicing  loss and are subject to subsequent
         assessments for impairment based on fair value.

         SFAS No. 125  provides  that a  liability  is removed  from the balance
         sheet only if the debtor  either pays the  creditor  and is relieved of
         its obligation for the liability or is legally  released from being the
         primary obligor.

         SFAS No. 125 is  effective  for  transfers  and  servicing of financial
         assets and  extinguishment of liabilities  occurring after December 31,
         1997,  and  is to be  applied  prospectively.  Earlier  or  retroactive
         application is not permitted. Management adopted SFAS No. 125 effective
         January  1,  1998,  as  required,   without   material  effect  on  the
         Corporation's consolidated financial position or results of operations.

         In June 1997,  the FASB issued SFAS No. 130,  "Reporting  Comprehensive
         Income." SFAS No. 130  establishes  standards for reporting and display
         of comprehensive income and its components (revenues,  expenses,  gains
         and losses) in a full set of general-purpose financial statements. SFAS
         No. 130  requires  that all items that are  required  to be  recognized
         under  accounting  standards as components of  comprehensive  income be
         reported  in a  financial  statement  that is  displayed  with the same
         prominence  as  other  financial  statements.  It does  not  require  a
         specific  format for that  financial  statement  but  requires  that an
         enterprise display an amount  representing total  comprehensive  income
         for the period in that financial statement.

         SFAS No. 130 requires  that an enterprise  (a) classify  items of other
         comprehensive  income by their nature in a financial  statement and (b)
         display  the  accumulated   balance  of  other   comprehensive   income
         separately from retained earnings and additional paid-in capital in the
         equity  section of a statement of financial  position.  SFAS No. 130 is
         effective  for  fiscal  years   beginning   after  December  15,  1997.
         Reclassification  of financial  statements for earlier periods provided
         for comparative  purposes is required.  SFAS No. 130 is not expected to
         have a material impact on the Corporation's financial statements.








                                        8



<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

        For the three and six month periods ended March 31, 1998 and 1997


3.       Effects of Recent Accounting Pronouncements (continued)

         In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments
         of an Enterprise and Related  Information."  SFAS No. 131 significantly
         changes the way that public  business  enterprises  report  information
         about operating  segments in annual  financial  statements and requires
         that those  enterprises  report selected  information  about reportable
         segments in interim financial  reports issued to shareholders.  It also
         establishes  standards  for  related  disclosures  about  products  and
         services,  geographic  areas and major  customers.  SFAS No. 131 uses a
         "management approach" to disclose financial and descriptive information
         about  the way  that  management  organizes  the  segments  within  the
         enterprise for making  operating  decisions and assessing  performance.
         For many  enterprises,  the  management  approach will likely result in
         more  segments  being  reported.  In  addition,  SFAS No. 131  requires
         significantly  more  information  to be disclosed  for each  reportable
         segment than is presently being reported in annual financial statements
         and also  requires  that  selected  information  be reported in interim
         financial  statements.  SFAS No.  131 is  effective  for  fiscal  years
         beginning after December 15, 1997. SFAS No. 131 is not expected to have
         a material impact on the Corporation's financial statements.

4.       Earnings Per Share

         Basic  earnings  per share for the six and three  month  periods  ended
         March  31,  1998  is  computed   based  on  4,010,898   and   4,014,126
         weighted-average shares outstanding during the respective periods.

         Basic  earnings  per share for each of the six and three month  periods
         ended March 31, 1997, is computed  based on 3,972,304  weighted-average
         shares outstanding.

         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  4,174,240 and 4,198,456 for the six and three month
         periods  ended March 31, 1998,  and 3,997,532 and 3,950,664 for the six
         and three month periods ended March 31, 1997.

         Basic and  diluted  earnings  per  share  for the six and  three  month
         periods  ended March 31, 1997 have been  restated to give effect to the
         Corporation's  two-for-one  stock split which was effected on March 31,
         1998.










                                        9



<PAGE>


                          Winton Financial Corporation

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


Forward-Looking Statements

In the following  pages,  management  presents an analysis of the  Corporation's
financial  condition as of March 31, 1998, and the results of operations for the
six and three month periods  ended March 31, 1998,  compared to the same periods
in 1997. In addition to this historical  information,  the following  discussion
contains  forward-looking  statements  that  involve  risks  and  uncertainties.
Economic  circumstances,  Winton  Financial's  operations and Winton Financial's
actual  results  could  differ   significantly   from  those  discussed  in  the
forward-looking  statements.  Some of the factors that could cause or contribute
to such differences are discussed herein but also include changes in the economy
and interest rates in the nation and in Winton Financial's general market area.

Without  limiting  the  foregoing,  some  of the  statements  in  the  following
referenced  sections of this discussion and analysis are forward looking and are
therefore, subject to such risks and uncertainties.

1.   Management's  determination of the amount and adequacy of the allowance for
     loan  losses  as set  forth  under  "Discussion  of  Changes  in  Financial
     Condition  from  September 30, 1997 to March 31, 1998" and  "Comparison  of
     Results of Operations for the Six Months Ended March 31, 1998 and 1997."

2.   Management's determination of the potential effects of the year 2000 on its
     information technology systems as set forth under "Other Matters."


Discussion  of  Financial  Condition  Changes  from  September  30,  1997  to 
March 31, 1998

At March 31,  1998,  the  Corporation  had total  assets of $344.9  million,  an
increase of  approximately  $20.4 million,  or 6.3%, over the level at September
30, 1997.  The growth in assets was funded  primarily by deposit growth of $11.3
million,  an increase  in Federal  Home Loan Bank  advances of $7.0  million and
undistributed net earnings of $1.5 million.

Investment  securities totaled approximately $18.5 million at March 31, 1998, an
increase of  approximately  $2.3  million,  or 14.0%,  over  September  30, 1997
levels, as purchases of $7.8 million exceeded  maturities of $5.8 million during
the period.

Mortgage-backed  securities  totaled  approximately  $14.5  million at March 31,
1998, a decrease of approximately  $869,000,  or 5.6%, since September 30, 1997,
primarily attributable to regular principal repayments during the period.

Loans  receivable  and loans held for sale totaled  $299.5  million at March 31,
1998, an increase of  approximately  $18.9 million,  or 6.7%,  over the level at
September 30, 1997.  Proceeds from loan sales  increased by $25.8 million during
the current period to $41.5 million,  loan originations  totaled $103.6 million,
principal  repayments  amounted  to $39.2  million  and  sale of  participations
totaled $4.5 million.


                                       10


<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, 1997 to March 31,
1998 (continued)

At March 31,  1998,  the  allowance  for loan losses of Winton  Savings  totaled
$807,000, a decrease of $20,000 from the level maintained at September 30, 1997.
At March 31, 1998,  the allowance  represented  approximately  .28% of the total
loan  portfolio and 336% of total  nonperforming  loans.  At March 31, 1998, the
ratio of total  nonperforming  loans to total loans amounted to .08% as compared
to .16% at September 30, 1997.  Although  management believes that its allowance
for loan losses at March 31, 1998 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 $251.6 million at March 31, 1998, an increase of $11.3 million,
or 4.7%, over September 30, 1997 levels.  During fiscal 1997, management elected
to employ a strategy to achieve  growth in the deposit  portfolio  that included
acquisition of brokered  certificates of deposit. Such brokered deposits totaled
$27.3  million  and $16.3  million at March 31,  1998 and  September  30,  1997,
respectively.

The Company is required to meet minimum  capital  standards  promulgated  by the
Office of Thrift  Supervision  (the  "OTS").  At March 31, 1998,  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, 1998
and 1997

General

Net  earnings  totaled  $2.0  million for the six months  ended March 31,  1998,
compared to $1.6  million for the same period in 1997,  an increase of $411,000,
or 26.5%. The increased  earnings resulted primarily from a $546,000 increase in
net  interest  income  and a  $237,000  increase  in other  income,  which  were
partially offset by an $144,000  increase in general,  administrative  and other
expense, and a $228,000 increase in the provision for federal income taxes.

Net Interest Income

Interest on loans and mortgage-backed  securities  increased by $1.2 million, or
10.7%,  for the six months ended March 31, 1998,  compared to the same period in
1997.  The increase  resulted  primarily  from a $25.2  million  increase in the
weighted-average  portfolio  outstanding  year  to  year  and a 10  basis  point
increase in yield, to 8.30% for the six months ended March 31, 1998.








                                       11



<PAGE>


                          Winton Financial Corporation

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


Comparison  of Operating  Results for the Six Month Periods ended March 31, 1998
and 1997 (continued)

Net Interest Income (continued)

Interest income on investment  securities,  interest-bearing  deposits and other
increased  by  $171,000,  or 35.3%,  for the six months  ended  March 31,  1998,
compared to the  comparable  period in 1997.  The increase  resulted from a $6.1
million increase in the average balance outstanding,  which was partially offset
by a  decrease  in yields due to  replacement  of called  securities  at a lower
yield.

Interest expense on deposits increased by $644,000, or 11.1%, for the six months
ended March 31, 1998 compared to the comparable period in 1997. The increase was
primarily attributable to a $22.4 million increase in weighted-average  deposits
outstanding  year to year,  coupled  with a five  basis  point  increase  in the
weighted-average  cost of deposits  to 5.21% for the six months  ended March 31,
1998.

Interest expense on borrowings  increased by $178,000,  or 12.7%, during the six
months ended March 31, 1998, compared to the same period in 1997,  primarily due
to an increase of $5.8 million in the weighted-average  balances of Federal Home
Loan Bank advances outstanding, coupled with an increase in the weighted-average
cost of Federal Home Loan Bank advances.

As a result of the foregoing  changes in interest  income and interest  expense,
net interest income increased by $546,000,  or 12.1%, to a total of $5.1 million
for the six months  ended March 31,  1998,  compared to the same period in 1997.
The  interest  rate spread  decreased by 10 basis  points,  to 2.83% for the six
months ended March 31, 1998,  while the net interest margin decreased by 7 basis
points, to 3.16% for the six months ended March 31, 1998,  compared to 3.23% for
the comparable period in 1997.

Provision for Losses on Loans

A  provision  for  losses on loans is  charged  to  earnings  to bring the total
allowance for loan losses to a level considered  appropriate by management based
on  historical  experience,  the  volume and type of  lending  conducted  by the
Company,  and the status of past due  principal and interest  payments,  general
economic  conditions,  particularly as such  conditions  relate to the Company's
loan  portfolio.  As a result of such  analysis,  management  concluded that the
allowance  for losses on loans was  adequate,  and  therefore  did not provide a
provision  for loan losses  during the  six-month  period  ended March 31, 1998.
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 increased by $237,000, or 35.1%, for the six months ended March 31,
1998,  compared to the 1997 period,  primarily due to an increase of $361,000 in
gain on sale of mortgage loans and a $25,000  increase in service fees,  charges
and other  which  were  partially  offset by an  $81,000  decrease  in  mortgage
servicing fees and the absence of a $32,000 gain on sale of real estate acquired
through   foreclosure   and  a  $36,000   gain  on  sale  of   investments   and
mortgage-backed securities designated as available for sale recorded in 1997.


                                       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, 1998
and 1997 (continued)

General, Administrative and Other Expense

General,  administrative  and other expense increased by $144,000,  or 5.1%, for
the six months  ended March 31, 1998,  compared to the same period in 1997.  The
increase  consisted  primarily  of a  $93,000,  or 6.8%,  increase  in  employee
compensation  and  benefits,  a $48,000,  or 8.1%,  increase  in  occupancy  and
equipment, a $15,000, or 11.5%, increase in franchise tax expense, a $32,000, or
41.0%, increase in advertising expense and a $16,000 increase in other operating
expenses,  which were  partially  offset by a  $60,000,  or 44.8%,  decrease  in
federal deposit insurance  premiums.  The increase in employee  compensation and
benefits resulted  primarily from increased  staffing levels coupled with normal
merit  increases,  which were  partially  offset by an increase in deferred loan
origination  costs due to the increased  lending volume.  The decline in federal
deposit  insurance  premiums  resulted from lower  premium  rates  following the
recapitalization  of the Savings  Association  Insurance  Fund in November 1996.
Increases in general,  administrative  and other expenses generally reflects the
Corporation's overall growth year to year.

Federal Income Taxes

The  provision  for federal  income  taxes  amounted to $1.0 million for the six
months ended March 31, 1998,  an increase of $228,000,  or 28.5%,  over the same
period in 1997.  The  increase  resulted  primarily  from a $639,000,  or 27.2%,
increase in pretax  earnings.  The  effective tax rates were 34.4% and 34.0% for
the six month periods ended March 31, 1998 and 1997, respectively.


Comparison of Operating Results for the Three Month Periods ended March 31, 1998
and 1997

General

Net  earnings  totaled  $1.0  million for the three months ended March 31, 1998,
compared to $794,000 for the same period in 1997,  an increase of  $208,000,  or
26.2%. The increase in earnings  resulted  primarily from a $251,000 increase in
net  interest  income  and a  $205,000  increase  in other  income,  which  were
partially  offset by a $134,000  increase in general,  administrative  and other
expense and a $114,000 increase in the provision for federal income taxes.

Net Interest Income

Interest income on loans and mortgage-backed  securities  increased by $518,000,
or 9.1%,  for the three months ended March 31, 1998,  compared to the comparable
1997   quarter.   The   increase   resulted   primarily   from  an  increase  in
weighted-average portfolio balances outstanding year to year.

Interest  income on  investments  and  interest-bearing  deposits  increased  by
$86,000,  or 35.0%,  for the three months ended March 31, 1998,  compared to the
same  quarter in 1997.  The  increase  resulted  primarily  from an  increase in
weighted-average portfolio balances outstanding.


                                       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, 1998
and 1997 (continued)

Interest  expense on deposits  totaled  $3.2  million for the three months ended
March 31, 1998, an increase of $285,000, or 9.8%, over the comparable quarter in
1997.   The  increase  was  primarily   attributable   to  an  increase  in  the
weighted-average  cost of deposits  and an  increase  in the average  balance of
deposits outstanding.

Interest expense on borrowings totaled $793,000 for the three months ended March
31, 1998, an increase of $68,000,  or 9.4%,  over the 1997 period.  The increase
was  primarily  attributable  to an  increase  in the  weighted-average  cost of
advances and an increase in the average balance of borrowings outstanding.

As a result of the foregoing  changes in interest  income and interest  expense,
the Corporation's  net interest income increased by $251,000,  or 10.8%, for the
three months ended March 31, 1998,  compared to the three months ended March 31,
1997.

Other Income

Other income increased by $205,000, or 77.9%, for the 1998 quarter,  compared to
the same  period in 1997,  primarily  due to an  increase of $328,000 in gain on
sale of  mortgage  loans and a $12,000  increase  in service  fees,  charges and
other,  which were partially offset by a $99,000 decrease in mortgage  servicing
fees and a $36,000  gain on sale of real  estate  acquired  through  foreclosure
recorded in 1997.

General, Administrative and Other Expense

General,  administrative  and other expense totaled $1.5 million for the quarter
ended March 31, 1998, an increase of $134,000,  or 9.7%,  over the 1997 quarter.
The increase was comprised primarily of a $13,000, or 1.9%, increase in employee
compensation  and  benefits,  a $29,000,  or 9.6%,  increase  in  occupancy  and
equipment expense, a $28,000 increase in federal deposit insurance premiums,  an
$11,000, or 16.4%, increase in franchise taxes, a $22,000, or 56.4%, increase in
advertising and a $31,000, or 12.4%, increase in other operating expense.  These
increases  resulted  primarily  from an increase in  operating  costs due to the
Corporation's overall growth year to year.

Federal Income Taxes

The  provision for federal  income taxes  totaled  $523,000 for the three months
ended March 31, 1998,  an increase of $114,000,  or 27.9%,  over the  comparable
quarter in 1997.  The increase  resulted  primarily  from a $322,000,  or 26.8%,
increase in pretax earnings.  The  Corporation's  effective tax rates were 34.3%
and  34.0%  for  the  three  month  periods  ended  March  31,  1998  and  1997,
respectively.





                                       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, 1998
and 1997 (continued)

Other Matters

As with all providers of financial  services,  Winton  Savings'  operations  are
heavily dependent on information  technology systems.  The Company is addressing
the potential  problems  associated with the possibility that the computers that
control  or   operate   the   Company's   information   technology   system  and
infrastructure  may not be  programmed to read  four-digit  date codes and, upon
arrival of the year 2000,  may  recognize  the  two-digit  code "00" as the year
1900,  causing  systems to fail to function or to generate  erroneous  data. The
Company is working  with the  companies  that supply or service its  information
technology systems to identify and remedy any year 2000 related problems.

As of the date of this Form 10-QSB,  the Company has not identified any specific
expenses that are reasonably  likely to be incurred by the Company in connection
with this issue and does not expect to incur  significant  expense to  implement
the necessary  corrective  measures.  No assurance can be given,  however,  that
significant  expense will not be incurred in future  periods.  In the event that
the Company is ultimately  required to purchase  replacement  computer  systems,
programs  and  equipment,  or incur  substantial  expense to make the  Company's
current systems,  programs and equipment year 2000 compliant,  the Company's net
earnings and financial condition could be adversely affected.

In addition to possible  expense  related to its own systems,  the Company could
incur losses if loan  payments are delayed due to year 2000  problems  affecting
any major borrowers in the Company's primary market area.  Because the Company's
loan  portfolio is highly  diversified  with regard to individual  borrowers and
types of businesses and the Company's  primary market area is not  significantly
dependent  upon one  employer  or  industry,  the  Company  does not  expect any
significant  or  prolonged  difficulties  that will affect net  earnings or cash
flow.


















                                       15


<PAGE>


                          Winton Financial Corporation

                                     PART II


ITEM 1.  Legal Proceedings

         Not applicable


ITEM 2.  Changes in Securities

         Not applicable


ITEM 3.  Defaults Upon Senior Securities

         Not applicable


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

         Not applicable

ITEM 5.  Other Materially Important Events

         None


ITEM 6.  Exhibits and Reports on Form 8-K

         There were no Form 8-K's filed by Winton Financial  Corporation  during
         the quarter ended March 31, 1998.

          Exhibit 27.1:           Financial  Data  Schedule  for the Six  Months
                                  Ended March 31, 1998.

          Exhibit 27.2:           Restated  Financial Data  Schedule for the Six
                                  Months Ended March 31, 1997.














                                       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 8, 1998                              By: /s/Robert L. Bollin
       ------------------------------                    -------------------
                                                         Robert L. Bollin
                                                         President





Date:       May 8, 1998                              By: /s/Jill M. Burke
       ------------------------------                    ----------------
                                                         Jill M. Burke
                                                         Chief Financial Officer































                                       17