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        June 30, 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 August 3,  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 and Subsidiary

                                      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)


                                                                                           June 30,       September 30,
         ASSETS                                                                                1998                1997
<S>                                                                                            <C>                 <C>
Cash and due from banks                                                                    $  1,671            $  1,367
Interest-bearing deposits in other financial institutions                                       362               1,419
                                                                                            -------             -------
         Cash and cash equivalents                                                            2,033               2,786

Investment securities available for sale - at market                                          5,462               3,631
Investment securities - at cost (approximate market value of
  $13,956 and $12,679 at June 30, 1998 and September 30, 1997)                               13,851              12,585
Mortgage-backed securities available for sale - at market                                       626                 799
Mortgage-backed securities - at cost (approximate market value of
  $13,003 and $14,345 at June 30, 1998 and September 30, 1997)                               13,167              14,614
Loans receivable - net                                                                      306,821             276,334
Loans held for sale - at lower of cost or market                                              5,529               4,210
Office premises and equipment - net                                                           2,662               2,627
Real estate acquired through foreclosure                                                        533                 513
Federal Home Loan Bank stock - at cost                                                        3,960               2,998
Accrued interest receivable on loans                                                          2,394               2,185
Accrued interest receivable on mortgage-backed securities                                        98                 109
Accrued interest receivable on investments                                                      248                 241
Prepaid expenses and other assets                                                               710                 393
Intangible assets - net                                                                         417                 463
Prepaid federal income taxes                                                                     62                  -
                                                                                            -------             ------

         Total assets                                                                      $358,573            $324,488
                                                                                            =======             =======


         LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits                                                                                   $253,903            $240,317
Advances from the Federal Home Loan Bank                                                     74,916              57,425
Accounts payable on mortgage loans serviced for others                                          821                 842
Advance payments by borrowers for taxes and insurance                                           138                 412
Other liabilities                                                                             1,434               1,137
Accrued federal income taxes                                                                     -                   85
Deferred federal income taxes                                                                 1,319                 993
                                                                                            -------             -------
         Total liabilities                                                                  332,531             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 outstanding                                                   -                   -
  Additional paid-in capital                                                                  6,775               6,501
  Retained earnings - substantially restricted                                               18,742              16,474
  Unrealized gains on securities designated as available for sale, net
    of related tax effects                                                                      525                 302
                                                                                            -------             -------
         Total shareholders' equity                                                          26,042              23,277
                                                                                            -------             -------

         Total liabilities and shareholders' equity                                        $358,573            $324,488
                                                                                            =======             =======

</TABLE>

                                        3



<PAGE>

<TABLE>

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

                                                                   Nine months ended                 Three months ended
                                                                        June 30,                          June 30,
                                                                   1998           1997              1998           1997
<S>                                                                <C>             <C>               <C>           <C>
Interest income
  Loans                                                         $18,403        $16,273            $6,460         $5,630
  Mortgage-backed securities                                        675            824               215            261
  Investment securities                                             815            622               280            230
  Interest-bearing deposits and other                               194            146                73             52
                                                                 ------         ------             -----          -----
         Total interest income                                   20,087         17,865             7,028          6,173

Interest expense
  Deposits                                                        9,705          8,836             3,276          3,051
  Borrowings                                                      2,639          2,194             1,063            796
                                                                 ------         ------             -----          -----
         Total interest expense                                  12,344         11,030             4,339          3,847
                                                                 ------         ------             -----          -----

         Net interest income                                      7,743          6,835             2,689          2,326

Provision for losses on loans                                         8             -                  8             -
                                                                 ------         ------             -----          ----

         Net interest income after provision
           for losses on loans                                    7,735          6,835             2,681          2,326

Other income
  Gain on sale of mortgage loans                                  1,022            469               389            197
  Mortgage-servicing fees                                           105            233                30             79
  Gain on sale of investment securities designated as
    available for sale                                               -              36                -              -
  Gain on sale of real estate acquired through
    foreclosure                                                      -              32                -              -
  Other operating                                                   314            285               108            104
                                                                 ------         ------             -----          -----
         Total other income                                       1,441          1,055               527            380

General, administrative and other expense
  Employee compensation and benefits                              2,239          2,129               784            769
  Occupancy and equipment                                           969            905               328            312
  Franchise taxes                                                   224            197                78             67
  Federal deposit insurance premiums                                112            170                38             36
  Amortization of intangible assets                                  46             46                15             15
  Advertising                                                       182            114                73             36
  Other operating                                                   797            763               274            255
                                                                 ------         ------             -----          -----
         Total general, administrative and other expense          4,569          4,324             1,590          1,490
                                                                 ------         ------             -----          -----

         Earnings before income taxes                             4,607          3,566             1,618          1,216

Federal income taxes
  Current                                                         1,374            412               473            289
  Deferred                                                          211            807                85            131
                                                                 ------         ------             -----          -----
         Total federal income taxes                               1,585          1,219               558            420
                                                                 ------         ------             -----          -----

         NET EARNINGS                                           $ 3,022        $ 2,347            $1,060         $  796
                                                                 ======         ======             =====          =====

         EARNINGS PER SHARE
           Basic                                                   $.75           $.59              $.26           $.20
                                                                    ===            ===               ===            ===

           Diluted                                                 $.72           $.58              $.25           $.20
                                                                    ===            ===               ===            ===

         Dividends per share                                     $.1875         $.1675            $.0625         $.0575
                                                                  =====          =====             =====          =====

</TABLE>

                                        4


<PAGE>

<TABLE>

                                           Winton Financial Corporation
<CAPTION>

                                       CONSOLIDATED STATEMENTS OF CASH FLOWS

                                        For the nine months ended June 30,
                                                  (In thousands)
                                                                                               1998                1997
<S>                                                                                            <C>                 <C>
Cash flows from operating activities:
  Net earnings for the period                                                               $ 3,022             $ 2,347
  Adjustments to reconcile net earnings to net cash
  provided by (used in) operating activities:
    Amortization of premiums on investments and
      mortgage-backed securities                                                                 20                   9
    Amortization of deferred loan origination fees                                             (183)               (182)
    Depreciation                                                                                312                 290
    Amortization of intangible assets                                                            46                  46
    Gain on sale of mortgage loans                                                             (793)               (259)
    Gain on sale of investment securities designated as available for sale                       -                  (36)
    Provision for losses on loans                                                                 8                  -
    Loans disbursed for sale in the secondary market                                        (68,895)            (21,603)
    Proceeds from sale of loans in the secondary market                                      68,369              24,597
    Gain on sale of real estate acquired through foreclosure                                     -                  (32)
    Federal Home Loan Bank stock dividends                                                     (175)               (134)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable on loans                                                     (209)               (221)
      Accrued interest receivable on mortgage-backed securities                                  11                  14
      Accrued interest receivable on investments                                                 (7)                (60)
      Prepaid expenses and other assets                                                        (317)               (121)
      Accounts payable on mortgage loans serviced for others                                    (21)                 79
      Other liabilities                                                                         297              (1,343)
      Federal income taxes
        Current                                                                                (147)                (96)
        Deferred                                                                                211                 807
                                                                                             ------              ------
         Net cash provided by operating activities                                            1,549               4,102

Cash flows from investing activities:
  Principal repayments on mortgage-backed securities                                          1,605               2,218
  Proceeds from maturity of mortgage-backed securities                                           -                1,335
  Proceeds from maturity of investment securities                                             5,900               3,000
  Proceeds from sale of investment securities designated as available for sale                   -                  122
  Purchase of investment securities designated held to maturity                              (7,169)             (4,988)
  Purchase of investment securities designated as available for sale                         (1,495)             (1,742)
  Loan principal repayments                                                                  63,337              47,881
  Loan disbursements                                                                        (99,978)            (80,765)
  Sale of loan participations                                                                 6,329               7,135
  Proceeds from the sale of real estate acquired through foreclosure                             -                   94
  Purchase of office premises and equipment                                                    (333)               (158)
  Additions to real estate acquired through foreclosure                                         (34)                (13)
  Purchase of Federal Home Loan Bank stock                                                     (787)               (451)
                                                                                             ------              ------
         Net cash used in investing activities                                              (32,625)            (26,332)
                                                                                             ------              ------

         Net cash used in operating and investing
           activities (balance carried forward)                                             (31,076)            (22,230)
                                                                                             ------              ------
</TABLE>


                                        5


<PAGE>

<TABLE>

                          Winton Financial Corporation
<CAPTION>

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                       For the nine months ended June 30,
                                 (In thousands)


                                                                                               1998                1997
<S>                                                                                            <C>                 <C>
         Net cash used in operating and investing
           activities (balance brought forward)                                            $(31,076)           $(22,230)

Cash flows from financing activities:
  Net increase in deposit accounts                                                           13,586              12,607
  Proceeds from Federal Home Loan Bank advances                                              62,039              26,064
  Repayment of Federal Home Loan Bank advances                                              (44,548)            (14,543)
  Advances by borrowers for taxes and insurance                                                (274)               (174)
  Proceeds from exercise of stock options                                                       274                  -
  Dividends paid on common stock                                                               (754)               (665)
                                                                                            -------             -------
         Net cash provided by financing activities                                           30,323              23,289
                                                                                            -------             -------

Net increase (decrease) in cash and cash equivalents                                           (753)              1,059

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

Cash and cash equivalents at end of period                                                 $  2,033            $  2,563
                                                                                            =======             =======


Supplemental disclosure of cash flow information: Cash paid during the year for:
    Federal income taxes                                                                   $  1,460            $    507
                                                                                            =======             =======

    Interest on deposits and borrowings                                                    $ 12,087            $ 10,960
                                                                                            =======             =======

Supplemental disclosure of noncash investing activities:
  Transfers from loans to real estate acquired through foreclosure                         $     52           $     200
                                                                                            =======            ========

  Unrealized gains on securities designated as available for sale,
    net of related tax effects                                                             $    223           $      44
                                                                                            =======            ========

  Recognition of mortgage servicing rights in accordance with
    SFAS No. 125                                                                           $    229           $     210
                                                                                            =======            ========

</TABLE>










                                        6



<PAGE>


                          Winton Financial Corporation

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        For the three and nine month periods ended June 30, 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 nine month
         periods ended June 30, 1998 and 1997, 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 nine month periods ended June 30, 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 nine month periods ended June 30, 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 nine and three month  periods  ended
         June  30,  1998  is  computed   based  on   4,012,033   and   4,014,304
         weighted-average shares outstanding during the respective periods.

         Basic  earnings per share for each of the nine and three month  periods
         ended June 30, 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  4,205,105 and 4,245,864 for the nine and three month
         periods  ended June 30, 1998,  and 4,007,898 and 4,021,397 for the nine
         and three month periods ended June 30, 1997, respectively.

         Basic and  diluted  earnings  per  share  for the nine and three  month
         periods  ended June 30,  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 June 30, 1998,  and the results of operations for the
three and nine month periods  ended June 30, 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 June 30, 1998" and  "Comparison  of
     Results of Operations for the Nine Months Ended June 30, 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 June 30,
1998

At June 30,  1998,  the  Corporation  had total  assets of  $358.6  million,  an
increase of approximately  $34.1 million,  or 10.5%, over the level at September
30, 1997.  The growth in assets was funded  primarily by deposit growth of $13.6
million,  an increase in Federal  Home Loan Bank  advances of $17.5  million and
undistributed net earnings of $2.3 million.

Investment  securities totaled  approximately $19.3 million at June 30, 1998, an
increase of  approximately  $3.1  million,  or 19.1%,  over  September  30, 1997
levels, as purchases of $8.7 million exceeded  maturities of $5.9 million during
the period.

Mortgage-backed securities totaled approximately $13.8 million at June 30, 1998,
a decrease of approximately  $1.6 million,  or 10.5%,  since September 30, 1997,
primarily attributable to regular principal repayments during the period.

Loans  receivable  and loans held for sale  totaled  $312.4  million at June 30,
1998, an increase of approximately  $31.8 million,  or 11.3%,  over the level at
September 30, 1997.  Proceeds from loan sales  increased by $43.8 million during
the current period to $68.4 million,  loan originations  totaled $168.9 million,
principal  repayments  amounted  to $63.3  million  and sales of  participations
totaled $6.3 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 June 30,
1998 (continued)

At June 30,  1998,  the  allowance  for loan  losses of Winton  Savings  totaled
$814,000, a decrease of $13,000 from the level maintained at September 30, 1997.
At June 30, 1998, the allowance represented approximately .25% of the total loan
portfolio and 82% of total  nonperforming  loans. At June 30, 1998, the ratio of
total nonperforming loans to total loans amounted to .30% as compared to .16% at
September  30, 1997.  Although  management  believes that its allowance for loan
losses  at  June  30,  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 $253.9 million at June 30, 1998, an increase of $13.6 million,
or 5.7%, 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
$27.6  million  and $16.3  million  at June 30,  1998 and  September  30,  1997,
respectively.

Advances from the Federal Home Loan Bank totaled $74.9 million at June 30, 1998,
an increase of $17.5 million, or 30.5%, over September 30, 1997 levels. Proceeds
from such advances have  generally  been utilized to fund the growth in the loan
portfolio.

The Company is required to meet minimum  capital  standards  promulgated  by the
Office of Thrift  Supervision  (the  "OTS").  At June 30,  1998,  the  Company's
regulatory capital was well in excess of such minimum capital requirements.


Comparison of Operating Results for the Nine Month Periods ended June 30, 1998
and 1997

General

Net  earnings  totaled  $3.0  million for the nine months  ended June 30,  1998,
compared to $2.3  million for the same period in 1997,  an increase of $675,000,
or 28.8%. The increased  earnings resulted primarily from a $908,000 increase in
net  interest  income  and a  $386,000  increase  in other  income,  which  were
partially  offset by an increase of $8,000 in the provision for losses on loans,
a $245,000 increase in general, administrative and other expense, and a $366,000
increase in the provision for federal income taxes.

Net Interest Income

Interest  income  on loans  and  mortgage-backed  securities  increased  by $2.0
million, or 11.6%, for the nine months ended June 30, 1998, compared to the same
period in 1997. The increase resulted primarily from a $29.5 million increase in
the  weighted-average  portfolio  outstanding  year to year and a 7 basis  point
increase in yield, to 8.29% for the nine months ended June 30, 1998.



                                       11



<PAGE>


                          Winton Financial Corporation

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


Comparison  of Operating  Results for the Nine Month Periods ended June 30, 1998
and 1997 (continued)

Net Interest Income (continued)

Interest income on investment securities and interest-bearing deposits and other
increased  by  $241,000,  or 31.4%,  for the nine  months  ended June 30,  1998,
compared to the  comparable  period in 1997.  The increase  resulted from a $5.5
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 $869,000, or 9.8%, for the nine months
ended June 30, 1998 compared to the comparable  period in 1997. The increase was
primarily attributable to a $21.6 million increase in weighted-average  deposits
outstanding year to year. The weighted-average  cost of deposits remained stable
during the periods,  amounting to 5.21% and 5.20% for the nine months ended June
30, 1998 and 1997, respectively.

Interest expense on borrowings increased by $445,000,  or 20.3%, during the nine
months ended June 30, 1998,  compared to the same period in 1997,  primarily due
to an increase of $10.0 million in the weighted-average balances of Federal Home
Loan Bank advances outstanding,  while the weighted-average cost of Federal Home
Loan Bank  advances  remained  stable at 5.85% and 5.84%  during  the nine month
periods ended June 30, 1998 and 1997, respectively.

As a result of the foregoing  changes in interest  income and interest  expense,
net interest income increased by $908,000,  or 13.3%, to a total of $7.7 million
for the nine months  ended June 30,  1998,  compared to the same period in 1997.
The interest rate spread  increased by two basis  points,  to 2.82% for the nine
months ended June 30,  1998,  while the net  interest  margin  increased by four
basis  points,  to 3.14% for the nine months  ended June 30,  1998,  compared to
3.10% 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,  the status of past due  principal and interest  payments,  and general
economic  conditions,  particularly as such  conditions  relate to the Company's
loan portfolio.  As a result of such analysis,  management  elected to record an
$8,000  provision  for loan losses during the  nine-month  period ended June 30,
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 $386,000, or 36.6%, for the nine months ended June 30,
1998,  compared to the 1997 period,  primarily due to an increase of $553,000 in
gain on sale of mortgage  loans and a $29,000  increase in other  income,  which
were partially offset by a $128,000 decrease in mortgage  servicing fees and the
absence of a $36,000 gain on sale of real estate  acquired  through  foreclosure
and a $32,000 gain on sale of investment  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 Nine Month Periods ended June 30, 1998
and 1997 (continued)

General, Administrative and Other Expense

General,  administrative  and other expense increased by $245,000,  or 5.7%, for
the nine months  ended June 30, 1998,  compared to the same period in 1997.  The
increase  consisted  primarily  of a  $110,000,  or 5.2%,  increase  in employee
compensation  and  benefits,  a $64,000,  or 7.1%,  increase  in  occupancy  and
equipment, a $27,000, or 13.7%, increase in franchise tax expense, a $68,000, or
59.6%, increase in advertising expense and a $34,000, or 4.5%, increase in other
operating expenses, which were partially offset by a $58,000, or 34.1%, 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 $1.6 million for the nine
months ended June 30, 1998,  an increase of  $366,000,  or 30.0%,  over the same
period in 1997. The increase resulted  primarily from a $1.0 million,  or 29.2%,
increase in pretax  earnings.  The  effective tax rates were 34.4% and 34.2% for
the nine month periods ended June 30, 1998 and 1997, respectively.


Comparison of Operating Results for the Three Month Periods ended June 30, 1998
and 1997

General

Net  earnings  totaled  $1.1  million for the three  months ended June 30, 1998,
compared to $796,000 for the same period in 1997,  an increase of  $264,000,  or
33.2%. The increase in earnings  resulted  primarily from a $363,000 increase in
net  interest  income  and a  $147,000  increase  in other  income,  which  were
partially  offset by an $8,000  increase  in  provision  for losses on loans,  a
$100,000  increase in general,  administrative  and other expense and a $138,000
increase in the provision for federal income taxes.

Net Interest Income

Interest income on loans and mortgage-backed  securities  increased by $784,000,
or 13.3%,  for the three months ended June 30, 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
$71,000,  or 25.2%,  for the three months  ended June 30, 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 June 30, 1998
and 1997 (continued)

Net Interest Income (continued)

Interest  expense on deposits  totaled  $3.3  million for the three months ended
June 30, 1998, an increase of $225,000 or 7.4%,  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 $1.1 million for the three months ended
June 30, 1998,  an increase of  $267,000,  or 33.5%,  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 $363,000,  or 15.6%, for the
three months  ended June 30,  1998,  compared to the three months ended June 30,
1997.

Other Income

Other income increased by $147,000, or 38.7%, for the 1998 quarter,  compared to
the same  period in 1997,  primarily  due to an  increase of $192,000 in gain on
sale of  mortgage  loans  and a $4,000  increase  in  other  income,  which  was
partially offset by a $49,000 decrease in mortgage servicing fees.

General, Administrative and Other Expense

General,  administrative  and other expense totaled $1.6 million for the quarter
ended June 30, 1998,  an increase of $100,000,  or 6.7%,  over the 1997 quarter.
The increase was comprised primarily of a $15,000, or 2.0%, increase in employee
compensation  and  benefits,  a $16,000,  or 5.1%,  increase  in  occupancy  and
equipment expense, a $2,000 increase in federal deposit insurance  premiums,  an
$11,000, or 16.4%,  increase in franchise taxes, a $37,000, or 102.8%,  increase
in advertising  and a $19,000,  or 7.5%,  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  $558,000 for the three months
ended June 30, 1998,  an increase of  $138,000,  or 32.9%,  over the  comparable
quarter in 1997.  The increase  resulted  primarily  from a $402,000,  or 33.1%,
increase in pretax earnings.  The Corporation's  effective tax rates amounted to
34.5% for each of the three month periods ended June 30, 1998 and 1997.





                                       14



<PAGE>


                          Winton Financial Corporation

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

         Not applicable

ITEM 5.  Other Information

          Any  proposals  of  shareholders   intended  to  be  included  in  the
          Corporation's  proxy  statement  and  proxy  card for the 1999  Annual
          Meeting of Shareholders should be sent to the Corporation by certified
          mail and must be received by the  Corporation not later than September
          7, 1998. In addition,  if a shareholder  intends to present a proposal
          at the 1999 Annual Meeting without including the proposal in the proxy
          materials related to that meeting, and if the proposal is not received
          by November  20,  1998,  then the proxies  designated  by the Board of
          Directors  of  the   Corporation   for  the  1999  Annual  Meeting  of
          Shareholders of the  Corporation  may vote in their  discretion on any
          such  proposal any shares for which they have been  appointed  proxies
          without  mention of such matter in the proxy statement or on the proxy
          card for such meeting.

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 June 30, 1998.

          Exhibits

            10.1:                  Employment Agreement between Winton Financial
                                   Corporation, The Winton  Savings and Loan Co.
                                   and Gregory J. Bollin.

            10.2:                  Employment Agreement between Winton Financial
                                   Corporation, The  Winton Savings and Loan Co.
                                   and Robert L. Bollin.

            10.3                   Severance Agreement  between Winton Financial
                                   Corporation, The Winton  Savings and Loan Co.
                                   and Jill M. Burke.

            27.1:                  Financial  Data  Schedule for the Nine Months
                                   Ended June 30, 1998.

            27.2:                  Restated Financial Data Schedule for the Nine
                                   Months Ended June 30, 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:    August 10, 1998                          By: /s/Robert L. Bollin
       -------------------                            -------------------
                                                         Robert L. Bollin
                                                         President





Date:    August 10, 1998                          By: /s/Jill M. Burke
       -------------------                            ----------------
                                                         Jill M. Burke
                                                         Chief Financial Officer































                                       17