FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

(Mark One)

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

For the quarterly period ended          June 30, 1999
                               --------------------------------------------

                                       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

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

Yes   X                                                No ____

As of August 6,  1999,  the latest  practicable  date,  4,398,514  shares of the
registrant's common stock, no par value, were issued and outstanding.









                               Page 1 of 19 pages

<PAGE>


                          Winton Financial Corporation

                                      INDEX

                                                                         Page

PART I   - FINANCIAL INFORMATION

           Consolidated Statements of Financial
           Condition                                                        3

           Consolidated Statements of Operations                            4

           Consolidated Statements of Other Comprehensive
           Income                                                           5

           Consolidated Statements of Cash Flows                            6

           Notes to Consolidated Financial Statements                       8

           Management's Discussion and Analysis of
           Financial Condition and Results of
           Operations                                                      12


PART II  - OTHER INFORMATION                                               18

SIGNATURES                                                                 19



<PAGE>

<TABLE>

                          Winton Financial Corporation
<CAPTION>

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)

                                                                                         June 30,         September 30,
         ASSETS                                                                              1999                  1998
                                                                                                             (Restated)
<S>                                                                                        <C>                     <C>
Cash and due from banks                                                                  $  2,032              $  2,172
Federal funds sold                                                                             -                     25
Interest-bearing deposits in other financial institutions                                     898                 4,879
                                                                                          -------               -------
         Cash and cash equivalents                                                          2,930                 7,076

Investment securities available for sale - at market                                        5,161                 5,579
Investment securities held to maturity - at cost, approximate market
  value of $16,012 and $15,200 at June 30, 1999 and
  September 30, 1998                                                                       16,135                14,873
Mortgage-backed securities available for sale - at market                                     434                   565
Mortgage-backed securities held to maturity - at cost, approximate market
  value of $13,719 and $16,023 at June 30, 199 and September 30, 1998                      14,089                16,236
Loans receivable - net                                                                    399,895               343,116
Loans held for sale - at lower of cost or market                                            5,030                 8,253
Office premises and equipment - net                                                         3,743                 3,833
Real estate acquired through foreclosure                                                      482                   595
Federal Home Loan Bank stock - at cost                                                      5,339                 4,592
Accrued interest receivable on loans                                                        2,717                 2,704
Accrued interest receivable on mortgage-
  backed securities                                                                            96                   120
Accrued interest receivable on investments                                                    266                   285
Prepaid expenses and other assets                                                             514                   565
Intangible assets - net                                                                       356                   402
Prepaid federal income taxes                                                                  563                   144
                                                                                          -------               -------

         Total assets                                                                    $457,750              $408,938
                                                                                          =======               =======

         LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits                                                                                 $319,312              $306,343
Advances from the Federal Home Loan Bank                                                  102,691                67,404
Accounts payable on mortgage loans serviced for others                                        876                   963
Advance payments by borrowers for taxes and insurance                                         176                   801
Other liabilities                                                                           2,051                 1,465
Deferred federal income taxes                                                               1,479                 1,575
                                                                                          -------               -------
         Total liabilities                                                                426,585               378,551

Shareholders' equity
  Preferred stock - 2,000,000 shares without par value
    authorized; no shares issued                                                               -                     -
  Common stock - 18,000,000 shares without par value
    authorized; 4,397,514 and 4,390,514 shares issued and outstanding                          -                     -
  Additional paid-in capital                                                                9,873                 9,827
  Retained earnings - substantially restricted                                             20,915                19,970
  Unrealized gains on securities designated as available for sale, net                        377                   590
                                                                                          -------               -------
         Total shareholders' equity                                                        31,165                30,387
                                                                                          -------               -------

         Total liabilities and shareholders' equity                                      $457,750              $408,938
                                                                                          =======               =======
</TABLE>


                                        3


<PAGE>

<TABLE>

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

                                                                   Nine months ended                 Three months ended
                                                                        June 30,                          June 30,
                                                                   1999           1998              1999           1998
                                                                            (Restated)                       (Restated)
<S>                                                               <C>             <C>                <C>           <C>
Interest income
  Loans                                                         $22,265        $20,801            $7,685         $7,317
  Mortgage-backed securities                                        676            876               208            272
  Investment securities                                             891            824               291            280
  Interest-bearing deposits and other                               395            316               111            110
                                                                 ------         ------             -----          -----
         Total interest income                                   24,227         22,817             8,295          7,979

Interest expense
  Deposits                                                       11,339         11,144             3,804          3,759
  Borrowings                                                      3,556          2,921             1,301          1,185
                                                                 ------         ------             -----          -----
         Total interest expense                                  14,895         14,065             5,105          4,944
                                                                 ------         ------             -----          -----

         Net interest income                                      9,332          8,752             3,190          3,035

Provision for losses on loans                                       145             31                98              8
                                                                 ------         ------             -----          -----

         Net interest income after provision
           for losses on loans                                    9,187          8,721             3,092          3,027

Other income
  Gain on sale of mortgage loans                                  1,211          1,026               210            389
  Mortgage-servicing fees                                            75             90                51             18
  Gain on sale of real estate acquired through
    foreclosure                                                      70             -                 36             -
  Other operating                                                   489            356               160            120
                                                                 ------         ------             -----          -----
         Total other income                                       1,845          1,472               457            527

General, administrative and other expense
  Employee compensation and benefits                              3,210          2,749             1,127            946
  Occupancy and equipment                                         1,367          1,172               478            398
  Franchise taxes                                                   271            266                91             95
  Federal deposit insurance premiums                                133            130                45             44
  Amortization of intangible assets                                  46             46                15             15
  Advertising                                                       197            205                60             79
  Other operating                                                 1,162            975               331            334
  Merger-related expenses                                         1,574             -              1,574             -
                                                                 ------         ------             -----          -----
         Total general, administrative and other expense          7,960          5,543             3,721          1,911
                                                                 ------         ------             -----          -----

         Earnings (loss) before income taxes                      3,072          4,650              (172)         1,643

Federal income taxes
  Current                                                         1,152          1,387               (33)           477
  Deferred                                                           14            211                97             85
                                                                 ------         ------             -----          -----
         Total federal income taxes                               1,166          1,598                64            562
                                                                 ------         ------             -----          -----

         NET EARNINGS (LOSS)                                    $ 1,906        $ 3,052            $ (236)        $1,081
                                                                 ======         ======             =====          =====

         EARNINGS (LOSS) PER SHARE
           Basic                                                   $.43           $.70             $(.05)          $.25
                                                                    ===            ===              ====            ===

           Diluted                                                 $.42           $.67             $(.05)          $.23
                                                                    ===            ===              ====            ===

         Dividends per share                                     $0.219         $0.181            $0.075         $0.060
                                                                  =====          =====             =====          =====

</TABLE>

                                        4


<PAGE>

<TABLE>

                          Winton Financial Corporation
<CAPTION>

          CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME (LOSS)

                                 (In thousands)


                                                                       Nine months ended              Three months ended
                                                                             June 30,                       June 30,
                                                                       1999         1998              1999         1998
<S>                                                                    <C>          <C>                <C>         <C>
Net earnings (loss)                                                  $1,906       $3,052             $(236)      $1,081

Other comprehensive income (loss), net of tax:
  Unrealized holding gains (losses) on securities
    during the period                                                  (213)         223               (68)          52
                                                                      -----        -----              ----        -----

Comprehensive income (loss)                                          $1,693       $3,275             $(304)      $1,133
                                                                      =====        =====              ====        =====


</TABLE>

































                                        5



<PAGE>


<TABLE>
                          Winton Financial Corporation

<CAPTION>
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                       For the nine months ended June 30,
                                 (In thousands)
                                                                                        1999                1998
                                                                                                      (Restated)
<S>                                                                                     <C>                  <C>
Cash flows from operating activities:
  Net earnings for the period                                                       $  1,906            $  3,052
  Adjustments to reconcile net earnings to net cash
  provided by (used in) operating activities:
    Amortization of premiums on investments and
      mortgage-backed securities                                                          48                  36
    Amortization of deferred loan origination fees                                       (78)               (173)
    Depreciation                                                                         396                 352
    Amortization of intangible assets                                                     46                  46
    Gain on sale of mortgage loans                                                    (1,022)               (797)
    Provision for losses on loans                                                        145                  31
    Loans disbursed for sale in the secondary market                                 (81,481)            (69,363)
    Proceeds from sale of loans in the secondary market                               85,726              68,841
    Loss on merger-related disposition of office premises and equipment                  174                  -
    Gain on sale of real estate acquired through foreclosure                             (70)                 -
    Federal Home Loan Bank stock dividends                                              (248)               (203)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable on loans                                               (13)               (207)
      Accrued interest receivable on mortgage-backed securities                           24                  16
      Accrued interest receivable on investments                                          19                  (7)
      Prepaid expenses and other assets                                                   51                (317)
      Accounts payable on mortgage loans serviced for others                             (87)                (32)
      Other liabilities                                                                  586                 107
      Federal income taxes
        Current                                                                         (419)               (144)
        Deferred                                                                          14                 211
                                                                                     -------             -------
         Net cash provided by operating activities                                     5,717               1,449

Cash flows from investing activities:
  Principal repayments on mortgage-backed securities                                   2,239               2,383
  Proceeds from maturity of investment securities                                      7,800               6,400
  Proceeds from maturity of investment securities designated as
    available for sale                                                                   100                  -
  Purchase of investment securities designated held to maturity                       (9,076)             (7,669)
  Purchase of investment securities designated as available for sale                      -               (1,495)
  Loan principal repayments                                                           95,452              69,478
  Loan disbursements                                                                (152,531)           (114,312)
  Sale of loan participations                                                             -                6,729
  Proceeds from the sale of real estate acquired through foreclosure                     403                  34
  Purchase of office premises and equipment                                             (467)               (491)
  Additions to real estate acquired through foreclosure                                   -                  (34)
  Purchase of Federal Home Loan Bank stock                                              (499)               (787)
                                                                                     -------             -------
         Net cash used in investing activities                                       (56,579)            (39,764)
                                                                                     -------             -------

         Net cash used in operating and investing
           activities (balance carried forward)                                      (50,862)            (38,315)
                                                                                     -------             -------
</TABLE>


                                        6


<PAGE>


<TABLE>
                          Winton Financial Corporation

<CAPTION>
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

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


                                                                                               1999                1998
                                                                                                             (Restated)
<S>                                                                                            <C>                 <C>
         Net cash used in operating and investing
           activities (balance brought forward)                                            $(50,862)           $(38,315)

Cash flows from financing activities:
  Net increase in deposit accounts                                                           12,969              15,434
  Proceeds from Federal Home Loan Bank advances                                              49,000              72,539
  Repayment of Federal Home Loan Bank advances                                              (13,713)            (49,237)
  Advances by borrowers for taxes and insurance                                                (625)               (325)
  Proceeds from exercise of stock options                                                        46                 308
  Proceeds from issuance of common stock                                                         -                   93
  Dividends paid on common stock                                                               (961)               (795)
                                                                                            -------             -------
         Net cash provided by financing activities                                           46,716              38,017
                                                                                            -------             -------

Net decrease in cash and cash equivalents                                                    (4,146)               (298)

Cash and cash equivalents at beginning of period                                              7,076               5,643
                                                                                            -------             -------

Cash and cash equivalents at end of period                                                 $  2,930            $  5,345
                                                                                            =======             =======


Supplemental disclosure of cash flow information:
  Cash paid during the year for:
    Federal income taxes                                                                   $  1,580            $  1,470
                                                                                            =======             =======

    Interest on deposits and borrowings                                                    $ 14,699            $ 13,782
                                                                                            =======             =======

Supplemental disclosure of noncash investing activities:
  Transfers from loans to real estate acquired through foreclosure                         $    233            $     52
                                                                                            =======             =======

  Unrealized gains (losses) on securities designated as available for sale,
    net of related tax effects                                                             $   (213)           $    223
                                                                                            =======             =======

  Recognition of mortgage servicing rights in accordance with
    SFAS No. 125                                                                           $    189            $    232
                                                                                            =======             =======

</TABLE>









                                        7


<PAGE>


                          Winton Financial Corporation

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        For the nine and three month periods ended June 30, 1999 and 1998


1.       Basis of Presentation

         On December 14, 1998, Winton Financial  Corporation ("Winton Financial"
         or  the   "Corporation")   entered  into  an  Agreement   and  Plan  of
         Reorganization   with  BenchMark  Federal  Savings  Bank  ("BenchMark")
         pursuant to which  BenchMark  would merge with and into Winton  Savings
         and  Loan  Co.  ("Winton  Savings"  or the  "Company")  a  wholly-owned
         subsidiary of the Company.  The merger was consummated on June 11, 1999
         and was  accounted  for  using  the  pooling  of  interests  method  of
         accounting.  Accordingly,  the financial statements as of September 30,
         1998,  and for the periods  ending  June 30,  1999 and 1998,  have been
         restated to give effect to the combination.

         The  accompanying  unaudited  consolidated  financial  statements  were
         prepared in accordance with instructions for Form 10-Q and,  therefore,
         do not  include  information  or  footnotes  necessary  for a  complete
         presentation  of financial  position,  results of operations,  and cash
         flows in conformity  with  generally  accepted  accounting  principles.
         Accordingly,  these financial  statements should be read in conjunction
         with the consolidated  financial statements and notes thereto of Winton
         Financial included in the Annual Report on Form 10-K for the year ended
         September 30, 1998. 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 nine and three month
         periods  ended June 30, 1999,  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 Winton Savings.  All significant  intercompany
         items have been eliminated.

3.       Effects of Recent Accounting Pronouncements

         In June 1997,  the Financial  Accounting  Standards  Board (the "FASB")
         issued Statement of Financial  Accounting  Standards  ("SFAS") No. 130,
         "Reporting  Comprehensive  Income." SFAS No. 130 established  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.





                                        8


<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

        For the nine and three month periods ended June 30, 1999 and 1998


3.       Effects of Recent Accounting Pronouncements (continued)

         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.  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.  Management adopted SFAS
         No. 130 effective October 1, 1998, as required, without material impact
         on Winton Financial's financial position or results of operations.

         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.  Management  adopted SFAS No. 131
         effective  October 1, 1998,  as required,  without  material  impact on
         Winton Financial's financial position or results of operations.

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

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

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

                                        9


<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

        For the nine and three month periods ended June 30, 1999 and 1998


3.       Effects of Recent Accounting Pronouncements (continued)

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

4.       Year 2000 Compliance Issues

         The  Year  2000  issue  is  a  serious  operational  problem  which  is
         widespread and complex, affecting all industries. The Federal Financial
         Institutions Examination Council (the "FFIEC"),  representing the views
         of each of the primary financial institution regulators, has focused on
         the risk that programming  codes in existing computer systems will fail
         to properly  recognize  the new  millennium  when it occurs in the year
         2000.  Winton Savings is addressing the potential  problems  associated
         with the  possibility  that the computers  which control or operate the
         Company's  operating  systems 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. Other concerns have been raised
         regarding  February 29, 2000,  as well as September 9, 1999,  which are
         new calculation challenges that may result in further problems.

         Most  significantly  affected  are all forms of  financial  accounting,
         including  interest  computations,   due  dates,  pensions,   personnel
         benefits,  investments,  legal  commitments,  valuations,  fixed  asset
         depreciation  schedules,  tax filings and financial models.  Additional
         problems may occur on other  systems using  computers  for  processing,
         vault openings, check protectors and gas and electric. The total impact
         is currently unknown;  however, it is projected that failure to address
         these  programming code issues and make appropriate  changes may expose
         an institution to all types of risks,  including  credit,  transaction,
         liquidity, interest rate, compliance,  reputation, strategic, price and
         foreign exchange.

         Winton Savings has established a Year 2000 team,  headed by its systems
         analyst,  to analyze the risk of  potential  problems  that might arise
         from the failures of computer  programming  to recognize  the year 2000
         and to develop a plan to mitigate  any such risk.  Research by the team
         indicates that the greatest potential impact upon Winton Savings is the
         risk  related  to  vendors  used by Winton  Savings,  particularly  the
         Company's data processing  service bureau.  Quarterly  progress reports
         from the service  bureau  indicated  levels of manpower  and  expertise
         sufficient  to amend and test the adequacy of its computer  programming
         and systems  prior to the arrival of the year 2000.  All other  vendors
         and  commercial  customers  have been  identified and requests for year
         2000 certificates have been forwarded by Winton Savings.




                                       10



<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

        For the nine and three month periods ended June 30, 1999 and 1998


4.       Year 2000 Compliance Issues (continued)

         The year 2000 team submits  quarterly  progress reports to the Board of
         Directors  and  continues to perform all required  internal  testing of
         each  system  utilized,  which  is  expected  to be  minimal.  The team
         estimates  that the impact upon the  Company's  results of  operations,
         liquidity and capital resources will be immaterial.

         Management  has  developed a  contingency  plan which  includes  manual
         procedures along with certain off-line canned programs.  Management has
         set a budget of approximately  $100,000, of which approximately $67,000
         has been  expensed at June 30, 1999,  to ensure  Winton  Financial  and
         Winton Savings are year 2000 compliant.

         In addition, financial institutions may experience increases in problem
         loans and  credit  losses in the event that  borrowers  fail to prepare
         properly  for Year  2000,  and higher  funding  costs  could  result if
         consumers react to publicity  about the issue by withdrawing  deposits.
         Winton  Savings is  assessing  such risks among its  customers.  Winton
         Financial  could also be materially  adversely  affected if other third
         parties,  such as governmental  agencies,  clearing  houses,  telephone
         companies,  utilities  and  other  service  providers  fail to  prepare
         properly.  Winton Savings is therefore attempting to assess these risks
         and take action to minimize their effect.

5.       Earnings (Loss) Per Share

         Basic  earnings  (loss) per share for the nine and three month  periods
         ended  June 30,  1999 is  computed  based on  4,393,052  and  4,396,591
         weighted-average shares outstanding during the respective periods.

         Basic  earnings  per share for the nine and three month  periods  ended
         June  30,  1998  is  computed   based  on   4,371,268   and   4,380,234
         weighted-average shares outstanding during the respective periods.

         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  4,583,924 and 4,396,591 for the nine and three month
         periods  ended June 30, 1999,  and 4,564,340 and 4,611,794 for the nine
         and three month periods ended June 30, 1998, respectively.

         Incremental  shares  related to the assumed  exercise of stock  options
         included  in the  calculation  of diluted  earnings  per share  totaled
         190,872 for the nine month period ended June 30, 1999,  and 193,072 and
         231,560  for the nine and three  month  periods  ended  June 30,  1998,
         respectively.




                                       11


<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, 1999,  and the results of operations for the
nine and three month periods  ended June 30, 1999,  compared to the same periods
in 1998. 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 Form 10-Q 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, 1998 to June 30, 1999" and  "Comparison  of
     Results of Operations for the Nine and Three Months Ended June 30, 1999 and
     1998."

2.   Management's  determination  of the  effects  of the  year  2000 on  Winton
     Financial's  information  technology  systems as set forth under "Year 2000
     Compliance Issues."

3.   Management's estimate as to the effects of recent accounting pronouncements
     as set forth under "Effects of Recent Accounting Pronouncements."


Discussion of Financial  Condition  Changes from  September 30, 1998 to June 30,
1999

At June 30,  1999,  the  Corporation  had total  assets of  $457.8  million,  an
increase of approximately  $48.8 million,  or 11.9%, over the level at September
30, 1998.  The growth in assets was funded  primarily by an increase in deposits
of $13.0  million,  an increase in Federal Home Loan Bank  ("FHLB")  advances of
$35.3 million and undistributed net earnings of $945,000.

Cash and cash equivalents  decreased by $4.1 million,  or 58.6%, during the nine
months  ended  June 30,  1999,  as  excess  liquidity  was used to fund new loan
originations.

Investment  securities totaled  approximately $21.3 million at June 30, 1999, an
increase of approximately  $844,000, or 4.1%, over September 30, 1998 levels, as
purchases of $9.1 million  exceeded  maturities  and called  securities  of $7.9
million during the period.

Mortgage-backed securities totaled approximately $14.5 million at June 30, 1999,
a decrease of approximately  $2.3 million,  or 13.6%,  since September 30, 1998,
primarily attributable to regular principal repayments during the period.



                                       12


<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, 1998 to June 30,
1999 (continued)

Loans  receivable  and loans held for sale  totaled  $404.9  million at June 30,
1999, an increase of approximately  $53.6 million,  or 15.2%,  over the level at
September 30, 1998. The increase  resulted  primarily from loan  originations of
$234.0  million,  which were  partially  offset by loan  sales of $85.7  million
during the current period and principal repayments amounted to $95.5 million.

At June 30,  1999,  the  allowance  for loan  losses of Winton  Savings  totaled
$900,000, a decrease of $16,000 from the level maintained at September 30, 1998.
At June 30, 1999, the allowance represented approximately .21% of the total loan
portfolio and 113.92% of total nonperforming  loans. At June 30, 1999, the ratio
of total nonperforming loans to total loans amounted to .19% compared to .31% at
September  30, 1998.  Although  management  believes that its allowance for loan
losses  at  June  30,  1999  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 $319.3 million at June 30, 1999, an increase of $13.0 million,
or 4.2%, from September 30, 1998 levels.  The increase in deposits was primarily
the result of management's  decision to increase out of state  certificates  and
some brokered  certificates.  Such brokered  deposits  totaled $25.7 million and
$28.5 million at June 30, 1999 and September 30, 1998, respectively.

Advances from the FHLB totaled  $102.7  million at June 30, 1999, an increase of
$35.3 million, or 52.4%, over September 30, 1998 levels.  Proceeds from advances
and from deposit  growth 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,  1999,  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, 1999
and 1998

General

Net  earnings  totaled  $1.9  million for the nine months  ended June 30,  1999,
compared  to $3.1  million  for the same  period  in 1998,  a  decrease  of $1.1
million,  or 37.5%.  The  decrease in earnings  resulted  primarily  from a $2.4
million increase in general, administrative and other expense and an increase of
$114,000 in the provision for losses on loans,  which were partially offset by a
$580,000  increase in net interest income,  a $373,000  increase in other income
and a $432,000 decrease in the provision for federal income taxes.




                                       13



<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, 1999
and 1998 (continued)

Net Interest Income

Interest  income  on loans  and  mortgage-backed  securities  increased  by $1.3
million,  or 5.8%, for the nine months ended June 30, 1999, compared to the same
period in 1998. The increase resulted primarily from a $38.3 million increase in
the weighted-average  portfolio  outstanding year to year, partially offset by a
38 basis point decrease in yield, to 7.84% for nine months ended June 30, 1999.

Interest income on investment securities and interest-bearing deposits and other
increased  by  $146,000,  or 12.8%,  for the nine  months  ended June 30,  1999,
compared to the same period in 1998.  The increase  resulted from a $4.8 million
increase in the average balance outstanding, offset by a 35 basis point decrease
in yield, to 5.83% for the nine months ended June 30, 1999.

Interest expense on deposits increased by $195,000, or 1.7%, for the nine months
ended  June 30,  1999  compared  to the nine  months  ended June 30,  1998.  The
increase  was   primarily   attributable   to  a  $21.5   million   increase  in
weighted-average deposits outstanding year to year. The weighted-average cost of
deposits decreased during the period,  amounting to 4.89% and 5.17% for the nine
months ended June 30, 1999 and 1998, respectively.

Interest expense on borrowings increased by $635,000,  or 21.7%, during the nine
months ended June 30, 1999,  compared to the same period in 1998,  primarily due
to an  increase  of  $17.7  million  in the  weighted-average  balances  of FHLB
advances outstanding, while the weighted-average cost of FHLB advances decreased
to 5.62% from 5.83% during the nine month  periods ended June 30, 1999 and 1998,
respectively.

As a result of the foregoing  changes in interest  income and interest  expense,
net interest income  increased by $580,000,  or 6.6%, to a total of $9.3 million
for the nine months  ended June 30,  1999,  compared to the same period in 1998.
The interest  rate spread  decreased by 14 basis  points,  to 2.65% for the nine
months ended June 30, 1999,  while the net interest margin decreased by 13 basis
points, to 2.97% for the nine months ended June 30, 1999,  compared to 3.10% for
the comparable period in 1998.

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 a
$145,000  provision for losses on loans during the nine-month  period ended June
30,  1999,  an increase of $114,000  over the nine month  period  ended June 30,
1998. The increase was due primarily to the growth in the loan portfolio year to
year.  There  can be no  assurance  that the  allowance  for loan  losses of the
Company will be adequate to cover losses on nonperforming assets in the future.



                                       14



<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, 1999
and 1998 (continued)

Other Income

Other income increased by $373,000, or 25.3%, for the nine months ended June 30,
1999, compared to the 1998 period,  primarily due to an increase of $185,000, or
18.0%, in gain on sale of mortgage loans, a $70,000  increase in gain on sale of
real estate acquired through foreclosure,  and a $133,000, or 37.4%, increase in
other  operating  income,  which were partially  offset by a $15,000,  or 16.7%,
decrease in mortgage servicing fees.

General, Administrative and Other Expense

General,  administrative and other expense increased by $2.4 million,  or 43.6%,
for the nine months  ended June 30,  1999,  compared to the same period in 1998.
The increase  consisted  primarily of a $1.6 million  charge for  merger-related
expenses  recorded  in the third  quarter,  a  $461,000,  or 16.8%,  increase in
employee  compensation and benefits, a $195,000, or 16.6%, increase in occupancy
and equipment and a $187,000,  or 19.2%,  increase in other operating  expenses.
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 increase in  occupancy  and  equipment  expense
resulted from costs  associated with the new loan production  office location in
Western Hills. The increase in other operating  expense resulted  primarily from
an increase in computer  technology costs along with additional training expense
related to  implementation  of new loan software which will  streamline the loan
production  process,  coupled  with costs  related  to the year 2000  compliance
initiative.

Federal Income Taxes

The  provision  for federal  income taxes  amounted to $1.2 million for the nine
months  ended June 30, 1999,  a decrease of  $432,000,  or 27.0%,  from the same
period in 1998. The decrease resulted  primarily from a $1.6 million,  or 33.9%,
decrease  in pretax  earnings,  which  was  partially  offset  by  nondeductible
merger-related  expenses.  The  effective tax rates were 38.0% and 34.4% for the
nine month periods ended June 30, 1999 and 1998, respectively.


Comparison of Operating  Results for the Three Month Periods ended June 30, 1999
and 1998

General

The  Corporation  recorded a net loss for the three  months ended June 30, 1999,
totaling $236,000,  compared to $1.1 million in net earnings for the same period
in 1998, a decrease of $1.3 million,  or 121.8%. The decreased earnings resulted
primarily  from a $1.8  million  increase in general,  administrative  and other
expense,  a $90,000  increase in the provision for losses on loans and a $70,000
decrease in other income,  which were partially offset by a $155,000 increase in
net interest income and a $498,000  decrease in the provision for federal income
taxes.



                                       15



<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, 1999
and 1998 (continued)

Net Interest Income

Interest income on loans and mortgage-backed  securities  increased by $304,000,
or 4.0%,  for the three months ended June 30, 1999,  compared to the same period
in 1998. The increase  resulted  primarily from a $37.9 million  increase in the
weighted-average  portfolio  outstanding year to year,  partially offset by a 46
basis point decrease in yield, to 7.74% for three months ended June 30, 1999.

Interest income on investment securities and interest-bearing deposits and other
increased  by  $12,000,  or 3.1%,  for the three  months  ended  June 30,  1999,
compared to the same quarter in 1998. The increase  resulted from a $4.1 million
increase in the average balance  outstanding,  offset by a decrease in yield, to
5.47% for the three months ended June 30, 1999.

Interest expense on deposits increased by $45,000, or 1.2%, for the three months
ended June 30,  1999  compared  to the same  period in 1998.  The  increase  was
primarily attributable to a $24.0 million increase in weighted-average  deposits
outstanding year to year. The weighted-average cost of deposits decreased during
the  periods,  amounting  to 4.82% and 5.16% for the three months ended June 30,
1999 and 1998, respectively.

Interest expense on borrowings increased by $116,000,  or 9.8%, during the three
months ended June 30, 1999,  compared to the same period in 1998,  primarily due
to an  increase  of  $14.9  million  in the  weighted-average  balances  of FHLB
advances outstanding, while the weighted-average cost of FHLB advances decreased
to 5.43% from 5.85% during the three month periods ended June 30, 1999 and 1998.

As a result of the foregoing  changes in interest  income and interest  expense,
net interest  income  increased by  $155,000,  or 5.1%,  to $3.2 million for the
three months  ended June 30, 1999,  compared to $3.0 million for the same period
in 1998. The interest rate spread decreased by 15 basis points, to 2.62% for the
three months ended June 30, 1999,  while the net interest margin decreased by 15
basis  points,  to 2.92% for the three months  ended June 30, 1999,  compared to
3.07% for the three months ended June 30, 1998.

Provision for Losses on Loans

As a result of an  analysis  of  historical  experience,  the volume and type of
lending conducted by the Company,  the status of past due principal and interest
payments,  and general  economic  conditions,  particularly  as such  conditions
relate to the Company's loan portfolio,  management  elected to record a $98,000
provision  for loan losses  during the  three-month  period ended June 30, 1999,
compared  to a provision  of $8,000  recorded  in the 1998  period.  The current
period  provision  reflects the growth in the loan portfolio year to year. There
can be no assurance  that the  allowance  for loan losses of the Company will be
adequate to cover losses on nonperforming assets in the future.




                                       16



<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, 1999
and 1998 (continued)

Other Income

Other income decreased by $70,000, or 13.3%, for the three months ended June 30,
1999,  compared  to the 1998  period,  primarily  due to a  $179,000,  or 46.0%,
decrease in gain on sale of mortgage  loans,  which was  partially  offset by an
increase of $33,000 in mortgage servicing fees, a $40,000, or 33.3%, increase in
other  operating  income  and a  $36,000  gain on sale of real  estate  acquired
through foreclosure.

General, Administrative and Other Expense

General,  administrative and other expense increased by $1.8 million,  or 94.7%,
for the three months  ended June 30, 1999,  compared to the same period in 1998.
The increase  consisted  primarily of a $1.6 million  charge for  merger-related
expenses, a $181,000,  or 19.1%,  increase in employee compensation and benefits
and an $80,000, or 20.1%, increase in occupancy and equipment,  partially offset
by a $4,000, or 4.2%, decrease in franchise taxes, a $19,000, or 24.1%, decrease
in advertising  expense and a $3,000  decrease in other operating  expense.  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 increase in occupancy  and  equipment  expense  resulted from costs
associated with the new loan production office location in Western Hills.

Federal Income Taxes

The provision for federal  income taxes amounted to $64,000 for the three months
ended June 30, 1999, a decrease of $498,000,  or 88.6%,  from the same period in
1998. The decrease resulted primarily from a $1.8 million,  or 110.5%,  decrease
in pretax  earnings,  which was partially offset by the effects of nondeductible
merger-related  expenses.  The  effective tax rates were 37.2% and 34.2% for the
three month periods ended June 30, 1999 and 1998, respectively.















                                       17


<PAGE>


                          Winton Financial Corporation

                                     PART II


ITEM 1.  Legal Proceedings

         Not applicable

ITEM 2.  Changes in Securities and Use of Proceeds

         Not applicable

ITEM 3.  Defaults Upon Senior Securities

         Not applicable

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

         None.

ITEM 5.  Other Information

         None

ITEM 6.  Exhibits and Reports on Form 8-K

         Reports on Form 8-K:            None.

         Exhibit 27:                     Financial Data Schedule for the Nine
                                         Months Ended June 30, 1999.






















                                       18


<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 13, 1999                     By: /s/Robert L. Bollin
       -------------------------                   --------------------------
                                                     Robert L. Bollin
                                                     President





Date:      August 13, 1999                     By: /s/Jill M. Burke
       -------------------------                   --------------------------
                                                     Jill M. Burke
                                                      Chief Financial Officer































                                       19