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       December 31, 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 February 4, 2000, the latest  practicable  date,  4,405,414  shares of the
registrant's common stock, no par value, were issued and outstanding.









                               Page 1 of 16 pages

<PAGE>


                          Winton Financial Corporation

                                     INDEX

                                                                       Page

PART I    -     FINANCIAL INFORMATION

                Consolidated Statements of Financial
                  Condition                                              3

                Consolidated Statements of Earnings                      4

                Consolidated Statements of 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                                     15

SIGNATURES                                                              16



<PAGE>

<TABLE>
                          Winton Financial Corporation
<CAPTION>
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)

                                                                                     December 31,         September 30,
         ASSETS                                                                              1999                  1999
<S>                                                                                           <C>                   <C>
Cash and due from banks                                                                $    2,245            $    1,647
Interest-bearing deposits in other financial institutions                                       -                   434
                                                                                          -------               -------
         Cash and cash equivalents                                                          2,245                 2,081

Investment securities available for sale - at market                                        4,932                 5,503
Investment securities held to maturity - at cost, approximate
  market value of $17,919 at December 31, 1999 and
   $16,774 at September 30, 1999                                                           18,130                16,882
Mortgage-backed securities available for sale - at market                                     388                   410
Mortgage-backed securities held to maturity - at cost, approximate
   market value of $12,803 at December 31, 1999 and $13,058
   at September 30, 1999                                                                   13,166                13,533
Loans receivable - net                                                                    418,805               411,058
Loans held for sale - at lower of cost or market                                            1,475                 2,492
Office premises and equipment - net                                                         3,681                 3,708
Real estate acquired through foreclosure                                                      502                   492
Federal Home Loan Bank stock - at cost                                                      6,576                 5,925
Accrued interest receivable                                                                 3,040                 3,227
Prepaid expenses and other assets                                                             401                   433
Intangible assets - net                                                                       325                   341
Prepaid federal income taxes                                                                    -                   193
                                                                                          -------               -------

         Total assets                                                                    $473,666              $466,278
                                                                                          =======               =======

         LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits                                                                                 $307,137              $312,072
Advances from the Federal Home Loan Bank and other borrowings                             127,030               116,532
Accounts payable on mortgage loans serviced for others                                        858                   838
Advance payments by borrowers for taxes and insurance                                       1,861                 1,023
Other liabilities                                                                           1,863                 1,990
Accrued federal income taxes                                                                  242                     -
Deferred federal income taxes                                                               1,690                 1,683
                                                                                          -------               -------

         Total liabilities                                                                441,021               434,138

Shareholders' equity
  Preferred stock - 2,000,000 shares without par value
    authorized; no shares issued and outstanding                                                -                     -
  Common stock - 18,000,000 shares of no par value
    authorized; 4,405,214 and 4,403,714 shares outstanding                                      -                     -
  Additional paid-in capital                                                                9,927                 9,917
  Retained earnings - substantially restricted                                             22,163                21,619
  Accumulated other comprehensive income, unrealized gains
     on securities designated as available for sale, net of
     related tax effects                                                                      555                   604
                                                                                          -------               -------

         Total shareholders' equity                                                        32,645                32,140
                                                                                          -------               -------

         Total liabilities and shareholders' equity                                      $473,666              $466,278
                                                                                          =======               =======
</TABLE>


                                        3


<PAGE>


                          Winton Financial Corporation
<TABLE>
                       CONSOLIDATED STATEMENTS OF EARNINGS
<CAPTION>
                     For the three months ended December 31,
                        (In thousands, except share data)

                                                                                            1999                   1998
                                                                                                               (Restated)
<S>                                                                                          <C>                    <C>
Interest income
  Loans                                                                                   $8,228                 $7,167
  Mortgage-backed securities                                                                 196                    242
  Investment securities                                                                      305                    299
  Interest-bearing deposits and other                                                         98                    169
                                                                                           -----                  -----
         Total interest income                                                             8,827                  7,877

Interest expense
  Deposits                                                                                 3,823                  3,834
  Borrowings                                                                               1,784                  1,054
                                                                                           -----                  -----
         Total interest expense                                                            5,607                  4,888
                                                                                           -----                  -----

         Net interest income                                                               3,220                  2,989

Provision for losses on loans                                                                 23                     23
                                                                                           -----                  -----

         Net interest income after provision
           for losses on loans                                                             3,197                  2,966

Other income
  Gain on sale of mortgage loans                                                              50                    676
  Mortgage servicing fees                                                                     77                    (10)
  Other operating                                                                            156                    171
                                                                                           -----                  -----
         Total other income                                                                  283                    837

General, administrative and other expense
  Employee compensation and benefits                                                       1,104                    985
  Occupancy and equipment                                                                    441                    439
  Federal deposit insurance premiums                                                          47                     42
  Franchise taxes                                                                             91                     90
  Amortization of intangible assets                                                           15                     15
  Advertising                                                                                 78                     68
  Other operating                                                                            341                    440
                                                                                           -----                  -----
         Total general, administrative and other expense                                   2,117                  2,079
                                                                                           -----                  -----

         Earnings before income taxes                                                      1,363                  1,724

Federal income taxes
  Current                                                                                    435                    685
  Deferred                                                                                    32                    (94)
                                                                                          ------                  -----
         Total federal income taxes                                                          467                    591
                                                                                          ------                  -----

         NET EARNINGS                                                                    $   896                 $1,133
                                                                                          ======                  =====

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

           Diluted                                                                          $.19                   $.25
                                                                                             ===                    ===

         DIVIDENDS PAID PER COMMON SHARE                                                   $.080                  $.075
                                                                                            ====                   ====
</TABLE>

                                        4


<PAGE>


                          Winton Financial Corporation
<TABLE>
              CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME
<CAPTION>
                     For the three months ended December 31,
                                 (In thousands)


                                                                                               1999                1998
                                                                                                             (Restated)
<S>                                                                                             <C>                 <C>
Net earnings                                                                                $   896              $1,133

Other comprehensive losses, net of tax:
  Unrealized holding losses on securities
    during the period, net of tax of $25 and $26
    for 1999 and 1998, respectively                                                             (49)                (50)
                                                                                             ------               -----

Comprehensive income                                                                        $   847              $1,050
                                                                                             ======               =====

Accumulated comprehensive income                                                            $   555              $  540
                                                                                             ======               =====
</TABLE>












                                        5



<PAGE>


                          Winton Financial Corporation
<TABLE>
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
                     For the three months ended December 31,
                                 (In thousands)

                                                                                             1999                  1998
                                                                                                              (Restated)
<S>                                                                                           <C>                   <C>
Cash flows from operating activities:
  Net earnings for the period                                                          $      896              $  1,133
  Adjustments to reconcile net earnings to net cash provided
  by (used in) operating activities:
    Amortization of premiums and discounts on investment and
      mortgage-backed securities                                                               12                    15
    Amortization of deferred loan origination fees                                            (19)                  (20)
    Depreciation and amortization                                                             134                   131
    Amortization of intangible assets                                                          15                    15
    Provision for losses on loans                                                              23                    23
    (Gain) loss on sale of mortgage loans                                                       3                  (537)
    Loans disbursed for sale in the secondary market                                      (14,250)              (38,465)
    Proceeds from sale of loans in the secondary market                                    15,264                40,911
    Federal Home Loan Bank stock dividends                                                   (108)                  (93)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable on loans                                                    214                   104
      Accrued interest receivable on mortgage-backed securities                                 2                     7
      Accrued interest receivable on investments and interest
         bearing deposits                                                                     (29)                   28
      Prepaid expenses and other assets                                                        33                    71
      Accounts payable on mortgage loans serviced for others                                   20                   261
      Other liabilities                                                                      (127)                 (120)
      Federal income taxes
        Current                                                                               435                   601
        Deferred                                                                               32                   (94)
                                                                                           ------                ------
          Net cash provided by operating activities                                         2,550                 3,971

Cash flows from investing activities:
  Principal repayments on mortgage-backed securities                                          381                   767
  Proceeds from the maturity of investment securities                                         500                 2,100
  Purchase of investment securities designated as held to maturity                         (1,255)               (2,781)
  Purchase Federal Home Loan Bank Stock                                                      (543)                    -
  Loan principal repayments                                                                19,802                34,065
  Loan disbursements                                                                      (27,553)              (56,977)
  Proceeds from sale of real estate acquired through foreclosure                                -                   100
  Purchase of office premises and equipment                                                  (102)                 (101)
  Additions to real estate acquired through foreclosure                                       (15)                    -
                                                                                           ------               -------
          Net cash used in investing activities                                            (8,785)              (22,827)
                                                                                           ------               -------

          Net cash used in operating and investing
            activities (balance carried forward)                                           (6,235)              (18,856)
                                                                                           ------               -------
</TABLE>





                                        6


<PAGE>


                          Winton Financial Corporation
<TABLE>
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
<CAPTION>
                     For the three months ended December 31,
                                 (In thousands)

                                                                                             1999                  1998
                                                                                                              (Restated)
<S>                                                                                           <C>                   <C>
          Net cash used in operating and investing
            activities (balance brought forward)                                         $ (6,235)             $(18,856)

Cash flows from financing activities:
  Net decrease in deposit accounts                                                         (4,935)               (2,438)
  Repayments of Federal Home Loan Bank advances                                           (11,162)                 (402)
  Proceeds from Federal Home Loan Bank advances
      and other borrowings                                                                 22,000                19,000
  Advances by borrowers for taxes and insurance                                               838                   804
  Proceeds from issuance of shares under stock
      option and compensation plans                                                            10                     7
  Dividends paid on common stock                                                             (352)                 (318)
                                                                                          -------                ------
          Net cash provided by financing activities                                         4,399                16,653
                                                                                          -------                ------

Net increase (decrease) in cash and cash equivalents                                          164                (2,203)

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

Cash and cash equivalents at end of period                                               $  2,245               $ 4,873
                                                                                          =======                ======

Supplemental  disclosure of cash flow  information:
  Cash paid during the period for:
    Federal income taxes                                                                 $      -              $     85
                                                                                          =======               =======

    Interest on deposits and borrowings                                                  $  5,552              $  4,774
                                                                                          =======               =======


Supplemental disclosure of noncash investing activities:
  Unrealized losses on securities designated as available
    for sale, net of related tax effects                                                 $    (49)             $    (50)
                                                                                          =======               =======

  Recognition of mortgage servicing rights in accordance with
    SFAS No. 125                                                                         $     53              $    139
                                                                                          =======               =======
</TABLE>










                                        7


<PAGE>


                          Winton Financial Corporation

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          For the three month periods ended December 31, 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  Corporation.  The merger was consummated on June 11,
         1999 and was  accounted  for using the pooling of  interests  method of
         accounting. Accordingly, the consolidated statements of earnings, other
         comprehensive  income, and cash flows, for the three-month period ended
         December 31, 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, 1999. However, all adjustments (consisting of only normal
         recurring accruals) which, in the opinion of management,  are necessary
         for a fair presentation of the consolidated  financial  statements have
         been  included.  The results of operations for the  three-month  period
         ended December 31, 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 1998,  the Financial  Accounting  Standards  Board (the "FASB")
         issued Statement of Financial  Accounting  Standards  ("SFAS") No. 133,
         "Accounting for Derivative  Instruments and Hedging  Activities," which
         requires  entities to  recognize  all  derivatives  in their  financial
         statements as either assets or liabilities measured at fair value. SFAS
         No.  133  also   specifies  new  methods  of  accounting   for  hedging
         transactions, prescribes the items and transactions that may be hedged,
         and  specifies  detailed  criteria  to be  met  to  qualify  for  hedge
         accounting.

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


                                        8


<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          For the three month periods ended December 31, 1999 and 1998


3.       Effects of Recent Accounting Pronouncements (continued)

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

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


4.       Year 2000 Compliance Issues

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

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

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

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

         The Company could incur losses if year 2000 issues adversely affect its
         depositors or  borrowers.  Such  problems  could  include  delayed loan
         payments due to year 2000 problems affecting any significant  borrowers
         or impairing  the payroll  systems of large  employers 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,  the Company does not expect, and to date has not realized,
         any significant or prolonged  difficulties that may affect net earnings
         or cash flow.

                                        9


<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          For the three month periods ended December 31, 1999 and 1998


5.       Earnings Per Share

         Basic earnings per share for the three-month  period ended December 31,
         1999  is   computed   based  on   4,404,752   weighted-average   shares
         outstanding.

         Basic earnings per share for the three-month  period ended December 31,
         1998  is   computed   based  on   4,391,057   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  4,604,650 for the three-month  period ended December
         31, 1999, and 4,572,249 for the  three-month  period ended December 31,
         1998, respectively.

         Incremental  shares  related to the assumed  exercise of stock  options
         included  in the  calculation  of diluted  earnings  per share  totaled
         199,898 for the three-month period ended December 31, 1999, and 181,192
         for the three-month period ended December 31, 1998, respectively.










                                     10


<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 December 31, 1999,  and the results of operations for
the three-month  period ended December 31, 1999,  compared to the same period 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, 1999 to December 31, 1999" and  "Comparison of
     Results of  Operations  for the Three  Months  Ended  December 31, 1999 and
     1998."

2.   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, 1999 to
December 31, 1999

At December 31, 1999, the  Corporation  had total assets of $473.7  million,  an
increase of approximately $7.4 million, or 1.6%, over the level at September 30,
1999.  The growth in assets was funded  primarily by an increase in Federal Home
Loan  Bank  ("FHLB")   advances  and  other  borrowings  of  $10.5  million  and
undistributed  net earnings of $544,000,  partially offset by a decrease of $4.9
million in deposits.

Cash and cash  equivalents  increased  by  $164,000,  or 7.9%,  during the three
months ended December 31, 1999.

Investment  securities totaled approximately $23.1 million at December 31, 1999,
an increase of approximately  $677,000, or 3.0%, over September 30, 1999 levels,
as purchases of $1.3 million exceeded maturities of securities totaling $500,000
during the period.

Mortgage-backed  securities totaled  approximately $13.6 million at December 31,
1999, a decrease of approximately  $389,000,  or 2.8%, since September 30, 1999,
primarily attributable to regular principal repayments during the period.



                                       11


<PAGE>


                          Winton Financial Corporation

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


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

Loans  receivable and loans held for sale totaled $420.3 million at December 31,
1999,  an increase of  approximately  $6.7 million,  or 1.6%,  over the level at
September 30, 1999. The increase  resulted  primarily from loan  originations of
$41.8 million, which were partially offset by loan sales of $15.3 million during
the current period and principal repayments amounting to $19.8 million.

At December 31, 1999,  the allowance for loan losses of Winton  Savings  totaled
$988,000,  an increase of $56,000 from the level  maintained  at  September  30,
1999. At December 31, 1999, the allowance represented  approximately .24% of the
total loan  portfolio  and 229% of total  nonperforming  loans.  At December 31,
1999,  the ratio of total  nonperforming  loans to total loans  amounted to .10%
compared to .06% at September 30, 1999.  Although  management  believes that its
allowance  for  loan  losses  at  December  31,  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  $307.1  million at  December  31,  1999,  a decrease  of $4.9
million,  or 1.6%, from September 30, 1999 levels.  The decrease in deposits was
primarily  the  result  of  management's  decision  not to renew  some  brokered
certificates.  Brokered deposits totaled $26.5 million and $27.3 at December 31,
1999 and September 30, 1999, respectively.

Advances from the FHLB and other  borrowings  totaled $127.0 million at December
31, 1999, an increase of $10.5 million, or 9.0%, over September 30, 1999 levels.
Proceeds from  borrowings 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 December 31, 1999, the Company's
regulatory capital was in excess of such minimum capital requirements.


Comparison of Operating Results for the Three-Month Periods ended
December 31, 1999 and 1998

General

The  Corporation  recorded net earnings for the three months ended  December 31,
1999,  totaling $896,000,  compared to $1.1 million in net earnings for the same
period in 1998,  a  decrease  of  $237,000,  or 20.9%.  The  decreased  earnings
resulted primarily from a $38,000 increase in general,  administrative and other
expense and a $554,000 decrease in other income,  which were partially offset by
a $231,000  increase  in net  interest  income and a  $124,000  decrease  in the
provision for federal income taxes.




                                       12



<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
December 31, 1999 and 1998 (continued)

Net Interest Income

Interest  income  on loans  and  mortgage-backed  securities  increased  by $1.0
million, or 13.7%, for the three months ended December 31, 1999, compared to the
same  period in 1998.  The  increase  resulted  primarily  from a $56.6  million
increase in the average portfolio  outstanding year to year, partially offset by
a 10 basis point decrease in yield, to 7.82% for the three months ended December
31, 1999.

Interest income on investment securities and interest-bearing deposits and other
decreased by $65,000,  or 13.9%,  for the three months ended  December 31, 1999,
compared to the same  quarter in 1998.  The  decrease  resulted  from a $654,000
decrease  in the average  balance  outstanding,  and by a decrease in yield,  to
5.48% for the three months ended December 31, 1999.

Interest  expense on deposits  decreased by $11,000 or .3%, for the three months
ended  December 31, 1999  compared to the same period in 1998.  The decrease was
primarily  attributable to a $5.9 million decrease in weighted-average  deposits
outstanding year to year. The weighted-average cost of deposits decreased during
the periods,  amounting  to 4.93% and 5.04% for the three months ended  December
31, 1999 and 1998, respectively.

Interest expense on borrowings increased by $730,000, or 69.3%, during the three
months ended December 31, 1999,  compared to the same period in 1998,  primarily
due to an increase of $47.9 million in the average  balance  outstanding,  while
the weighted-average cost of borrowings increased to 5.90% from 5.77% during the
three-month period ended December 31, 1998.

As a result of the foregoing  changes in interest  income and interest  expense,
net interest  income  increased by  $231,000,  or 7.7%,  to $3.2 million for the
three  months ended  December  31,  1999,  compared to $3.0 million for the same
period in 1998. The interest rate spread decreased by 15 basis points,  to 2.47%
for the three months ended  December  31,  1999,  while the net interest  margin
decreased by 16 basis points,  to 2.80% for the three months ended  December 31,
1999, compared to 2.96% for the three months ended December 31, 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 $23,000
provision for loan losses during the three-month period ended December 31, 1999,
the same dollar amount 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.



                                       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
December 31, 1999 and 1998 (continued)

Other Income

Other  income  decreased  by  $554,000,  or 66.2%,  for the three  months  ended
December 31, 1999, compared to the 1998 period,  primarily due to a $626,000, or
92.6%,  decrease  in gain on sale of  mortgage  loans  and a  $15,000,  or 8.8%,
decrease in other operating income, which was partially offset by an increase of
$87,000 in mortgage servicing fees. The decrease in the gain on sale of loans is
due to the changed rate environment  causing borrowers to prefer adjustable rate
loans, which the Company has not traditionally sold.

General, Administrative and Other Expense

General, administrative and other expense increased by $38,000, or 1.8%, for the
three months ended  December 31, 1999,  compared to the same period in 1998. The
increase  consisted  primarily  of a  $119,000,  or 12.1%  increase  in employee
compensation  and  benefits  and a $2,000,  or .5%,  increase in  occupancy  and
equipment, a $5,000, or 11.9%, increase in federal deposit insurance premiums, a
$10,000, or 14.7%, increase in advertising expense,  which were partially offset
by a $99,000,  or 22.5%,  decrease in other operating  expense.  The increase in
employee  compensation  and  benefits  resulted  primarily  from a  decrease  in
deferred  loan  origination  costs,  due to a decline in lending  volume year to
year,  partially offset by a decline in staffing  levels.  The decrease in other
operating expense was due to the effects of economies  attained in the BenchMark
merger, which was consummated in June 1999.

Federal Income Taxes

The provision for federal income taxes amounted to $467,000 for the three months
ended December 31, 1999, a decrease of $124,000,  or 21.0%, from the same period
in 1998. The decrease resulted primarily from a $361,000,  or 20.9%, decrease in
pretax  earnings.  The  effective  tax  rates  were  34.3%  and  34.3%  for  the
three-month periods ended December 31, 1999 and 1998, respectively.











                                       14


<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

         On January 28, 2000,  the Annual  Meeting of  Shareholders  of
         Winton  Financial  Corporation  was held.  Two directors  were
         nominated  for  re-election  and  were  re-elected  for  terms
         expiring in 2003, pursuant to the following respective votes:

         Robert L. Bollin          For:  3,534,025        Withheld:  53,524
         William J. Parchman       For:  3,538,397        Withheld:  54,152

         One  other  matter  was  voted  upon by the  shareholders,  as follows:

         1)  To  consider  and  vote  upon  the   ratification  of  the
             selection of Grant  Thornton LLP as the auditors of Winton
             Financial for the current fiscal year.

             For: 3,344,285         Against:  120,964         Abstain:  122,300

ITEM 5.  Other Information

         None

ITEM 6.  Exhibits and Reports on Form 8-K

         Exhibits

         10.1     Employment Agreement for Robert L. Bollin

         10.2     Employment Agreement for Gregory J. Bollin

         10.3     Employment Agreement for Jill M. Burke

         27.1     Financial Data Schedule for the Three Months Ended
                  December 31, 1999

         27.2     Restated Financial Data Schedule for the Three Months Ended
                  December 31, 1998







                                       15


<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:  February 9, 2000                   By: /s/Robert L. Bollin
                                                Robert L. Bollin
                                                President





Date:  February 9, 2000                   By: /s/Jill M. Burke
                                                Jill M. Burke
                                                Chief Financial Officer












                                       16