<PAGE>   1
                                   FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

(Mark One)

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

For the quarterly period ended   December 31, 1997
                               ---------------------

                                       OR

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

For the transition period from ____________ to _______________

Commission File No. 0-18993
                   ---------

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

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

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

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

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

Yes  X                                                        No 
   -----                                                         -----

As of February 1, 1998, the latest practicable date, 2,007,152 shares of the
registrant's common stock, no par value, were issued and outstanding.

                               Page 1 of 15 pages


<PAGE>   2


                          WINTON FINANCIAL CORPORATION

                                      INDEX

                                                                          Page
                                                                          ----

PART I   -        FINANCIAL INFORMATION

                  Consolidated Statements of Financial
                  Condition                                                3

                  Consolidated Statements of Earnings                      4

                  Consolidated Statements of Cash Flows                    5

                  Notes to Consolidated Financial Statements               7

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

PART II  -        OTHER INFORMATION                                       14

SIGNATURES                                                                15


<PAGE>   3
<TABLE>
<CAPTION>

 
                                               WINTON FINANCIAL CORPORATION

                                     CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                                          (In thousands, except share data)

                                                                                         DECEMBER 31,         SEPTEMBER 30,
         ASSETS                                                                              1997                  1997

<S>                                                                                      <C>                   <C>     
Cash and due from banks                                                                  $  1,736              $  1,367
Interest-bearing deposits in other financial institutions                                   2,958                 1,419
                                                                                          -------               -------
         Cash and cash equivalents                                                          4,694                 2,786

Investment securities available for sale - at market                                        4,599                 3,631
Investment securities - at cost, approximate market
  value of $13,188 and $12,679 at December 31,
  1997 and September 30, 1997                                                              13,092                12,585
Mortgage-backed securities available for sale - at market                                     746                   799
Mortgage-backed securities - at cost, approximate market
  value of  $13,887 and $14,345 at December 31,
  1997 and September 30, 1997                                                              14,175                14,614
Loans receivable - net                                                                    276,075               276,334
Loans held for sale - at lower of cost or market                                            7,027                 4,210
Office premises and equipment - net                                                         2,645                 2,627
Real estate acquired through foreclosure                                                      509                   513
Federal Home Loan Bank stock - at cost                                                      3,052                 2,998
Accrued interest receivable on loans                                                        2,125                 2,185
Accrued interest receivable on mortgage-
  backed securities                                                                           106                   109
Accrued interest receivable on investments                                                    240                   241
Prepaid expenses and other assets                                                             364                   393
Intangible assets - net                                                                       448                   463
                                                                                         --------              --------

         Total assets                                                                    $329,897              $324,488
                                                                                         ========              ========

         LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits                                                                                 $248,070              $240,317
Advances from the Federal Home Loan Bank                                                   53,409                57,425
Accounts payable on mortgage loans serviced for others                                        853                   842
Advance payments by borrowers for taxes and insurance                                         776                   412
Other liabilities                                                                           1,102                 1,137
Accrued federal income taxes                                                                  265                    85
Deferred federal income taxes                                                               1,031                   993
                                                                                         --------              --------
         Total liabilities                                                                305,506               301,211

Shareholders' equity
  Preferred stock - 2,000,000 shares without par value
    authorized; no shares issued                                                               -                     -
  Common stock - 5,000,000 shares without par value
    authorized; 2,006,152 and 1,986,152 shares issued and outstanding                          -                     -
  Additional paid-in capital                                                                6,762                 6,501
  Retained earnings - substantially restricted                                             17,182                16,474
  Unrealized gains on securities designated as available for sale, net                        447                   302
                                                                                         --------              --------
         Total shareholders' equity                                                        24,391                23,277
                                                                                         --------              --------

         Total liabilities and shareholders' equity                                      $329,897              $324,488
                                                                                         ========              ========
</TABLE>


                                        3


<PAGE>   4

<TABLE>
<CAPTION>

                                           WINTON FINANCIAL CORPORATION

                                        CONSOLIDATED STATEMENTS OF EARNINGS

                                      For the three months ended December 31,
                                         (In thousands, except share data)

                                                                               1997                   1996

<S>                                                                          <C>                   <C>    
Interest income
  Loans                                                                      $ 6,046               $ 5,296
  Mortgage-backed securities                                                     230                   282
  Investment securities                                                          262                   193
  Interest-bearing deposits and other                                             61                    46
                                                                             -------               -------
         Total interest income                                                 6,599                 5,817

Interest expense
  Deposits                                                                     3,243                 2,885
  Borrowings                                                                     783                   673
                                                                             -------               -------
         Total interest expense                                                4,026                 3,558
                                                                             -------               -------

         Net interest income                                                   2,573                 2,259

Other income
  Gain on sale of mortgage loans                                                 247                   214
  Gain on sale of mortgage-backed securities                                    --                      36
  Loss on sale of real estate acquired through foreclosure                      --                      (4)
  Service fees, charges and other                                                103                    90
                                                                             -------               -------
         Total other income                                                      350                   336

General, administrative and other expense
  Employee compensation and benefits                                             740                   660
  Occupancy and equipment                                                        310                   291
  Federal deposit insurance premiums                                              37                   126
  Franchise taxes                                                                 68                    64
  Amortization of intangible assets                                               15                    15
  Advertising                                                                     48                    38
  Other                                                                          241                   254
                                                                             -------               -------
         Total general, administrative and other expense                       1,459                 1,448
                                                                             -------               -------

         Earnings before income taxes                                          1,464                 1,147

Federal income taxes
  Current                                                                        541                  (230)
  Deferred                                                                       (37)                  620
                                                                             -------               -------
         Total federal income taxes                                              504                   390
                                                                             -------               -------

         NET EARNINGS                                                        $   960               $   757
                                                                             =======               =======

         EARNINGS PER SHARE
           Basic                                                             $   .48               $   .38
                                                                             =======               =======

           Diluted                                                           $   .46               $   .38
                                                                             =======               =======

         DIVIDENDS PAID PER COMMON SHARE                                     $  .125               $  .105
                                                                             =======               =======
</TABLE>

                                        4


<PAGE>   5
<TABLE>
<CAPTION>


                                           WINTON FINANCIAL CORPORATION

                                       CONSOLIDATED STATEMENTS OF CASH FLOWS

                                      For the three months ended December 31,
                                                  (In thousands)

                                                                                        1997                1996
<S>                                                                                 <C>                 <C>     
Cash flows from operating activities:
  Net earnings for the period                                                       $    960            $    757
  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                                                          10                --
    Amortization of deferred loan origination fees                                       (90)                (63)
    Depreciation and amortization                                                         99                  95
    Amortization of intangible assets                                                     15                  15
    Gain on sale of mortgage loans                                                      (214)               (115)
    Gain on sale of mortgage-backed securities                                           --                  (36)
    Loss on sale of real estate acquired through foreclosure                             --                    4
    Loans originated for sale in the secondary market                                (18,774)             (9,473)
    Proceeds from sale of loans in the secondary market                               16,171              12,422
    Federal Home Loan Bank stock dividends                                               (54)                (42)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable on loans                                                60                 159
      Accrued interest receivable on mortgage-backed securities                            3                   4
      Accrued interest receivable on investments                                           1                 (41)
      Prepaid expenses and other assets                                                   29                  63
      Accounts payable on mortgage loans serviced for others                              11                  51
      Other liabilities                                                                  (35)             (1,379)
      Federal income taxes
        Current                                                                          180                (630)
        Deferred                                                                         (37)                620
                                                                                    --------            --------
          Net cash provided by (used in) operating activities                         (1,665)              2,411

Cash flows from investing activities:
  Principal repayments on mortgage-backed securities                                     483                 586
  Proceeds from sale of investment securities                                            --                  122
  Proceeds from the maturity of investment securities                                  3,500               2,000
  Purchase of investment securities designated as held to maturity                    (4,008)             (2,500)
  Purchase of investment securities designated as available for sale                    (748)                --
  Loan principal repayments                                                           20,869              21,694
  Loan disbursements                                                                 (23,019)            (24,245)
  Sale of loan participations                                                          2,499                 --
  Purchase of office premises and equipment                                             (113)                (45)
  Additions to real estate acquired through foreclosure                                  --                 (211)
  Proceeds from sale of real estate acquired through foreclosure                         --                   16
                                                                                    --------            --------
          Net cash used in investing activities                                         (537)             (2,583)
                                                                                    --------            --------

          Net cash used in operating and investing
            activities (balance carried forward)                                      (2,202)               (172)

</TABLE>


                                        5


<PAGE>   6
<TABLE>
<CAPTION>


                                           WINTON FINANCIAL CORPORATION

                                 CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                                      For the three months ended December 31,
                                                  (In thousands)

                                                                                             1997                1996


<S>                                                                                      <C>                  <C>
          Net cash used in operating and investing
            activities (balance brought forward)                                         $ (2,202)            $  (172)

Cash flows from financing activities:
  Net increase in deposit accounts                                                          7,753                  28
  Repayments of Federal Home Loan Bank advances                                           (13,016)             (4,014)
  Proceeds from Federal Home Loan Bank advances                                             9,000               4,000
  Advances by borrowers for taxes and insurance                                               364                 285
  Proceeds from exercise of stock options                                                     261                --
  Dividends paid on common stock                                                             (252)               (208)
                                                                                         --------             -------
          Net cash provided by financing activities                                         4,110                  91
                                                                                         --------             -------

Net increase (decrease) in cash and cash equivalents                                        1,908                 (81)

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

Cash and cash equivalents at end of period                                               $  4,694             $ 1,423
                                                                                         ========             =======

Supplemental disclosure of cash flow information:
  Cash paid during the period for:
    Federal income taxes                                                                 $    300             $   400
                                                                                         ========             =======

    Interest on deposits and borrowings                                                  $  3,942             $ 3,531
                                                                                         ========             =======

Supplemental disclosure of noncash investing activities:
  Unrealized gains (losses) on securities designated as available
    for sale, net of related tax effects                                                 $    145             $    (1)
                                                                                         ========             =======

  Recognition of mortgage servicing rights in accordance with
    SFAS No. 122                                                                         $     33             $    99
                                                                                         ========             =======
</TABLE>






                                        6


<PAGE>   7


                          WINTON FINANCIAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          For the three month periods ended December 31, 1997 and 1996

1.       Basis of Presentation
         ---------------------

         The accompanying unaudited consolidated financial statements were
         prepared in accordance with instructions for Form 10-QSB and,
         therefore, do not include information or footnotes necessary for a
         complete presentation of financial position, results of operations, and
         cash flows in conformity with generally accepted accounting principles.
         Accordingly, these financial statements should be read in conjunction
         with the consolidated financial statements and notes thereto of Winton
         Financial Corporation (the "Corporation" or "Winton Financial")
         included in the Annual Report on Form 10-KSB for the year ended
         September 30, 1997. However, all adjustments (consisting of only normal
         recurring accruals) which, in the opinion of management, are necessary
         for a fair presentation of the consolidated financial statements have
         been included. The results of operations for the three-month periods
         ended December 31, 1997 and 1996 are not necessarily indicative of the
         results which may be expected for the entire fiscal year.

2.       Principles of Consolidation
         ---------------------------

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

3.       Effects of Recent Accounting Pronouncements
         -------------------------------------------

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

                                        7


<PAGE>   8


                          WINTON FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          For the three month periods ended December 31, 1997 and 1996

3.       Effects of Recent Accounting Pronouncements (continued)
         -------------------------------------------

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

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

         SFAS No. 125 is effective for transfers and servicing of financial
         assets and extinguishment of liabilities occurring after December 31,
         1997, and is to be applied prospectively. Earlier or retroactive
         application is not permitted. Management does not believe that adoption
         of SFAS No. 125 will have a material adverse effect on the
         Corporation's consolidated financial position or results of operations.

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

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



                                        8


<PAGE>   9


                          WINTON FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          For the three month periods ended December 31, 1997 and 1996

3.       Effects of Recent Accounting Pronouncements (continued)
         -------------------------------------------

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

4.       Earnings Per Share
         ------------------

         Basic earnings per share for the three month periods ended December 31,
         1997 and 1996 is computed based on 2,003,869 and 1,986,152
         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, i.e. the
         Corporation's stock option plan. Weighted-average common shares deemed
         outstanding for purposes of computing diluted earnings per share
         totaled 2,069,405 for the three month periods ended December 31, 1997,
         and 1,996,268 for the three months ended December 31, 1996.

                                        9


<PAGE>   10


                          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 Winton Financial's
financial condition as of December 31, 1997, and the results of operations for
the three-month period ended December 31, 1997, compared to the same period in
1996. 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 referenced
sections of this discussion and analysis are forward looking and are therefore,
subject to such risks and uncertainties.

1.   Management's determination of the amount and adequacy of the allowance for
     loan losses as set forth under "Discussion of Changes in Financial
     Condition from September 30, 1997 to December 31, 1997" and "Comparison of
     Results of Operations for the Three Months Ended December 31, 1997 and
     1996."

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

Discussion of Financial Condition Changes from September 30, 1997 to December
-----------------------------------------------------------------------------
31, 1997
--------

At December 31, 1997, the Corporation had total assets of $329.9 million, an
increase of approximately $5.4 million, or 1.7%, over the level at September 30,
1997. The growth in assets was funded primarily by deposit growth of $7.8
million and net undistributed earnings of $708,000, which were partially offset
by a decline in Federal Home Loan Bank advances of $4.0 million.

Investment securities totaled approximately $17.7 million at December 31, 1997,
an increase of approximately $1.5 million, or 9.1%, over September 30, 1997
levels, as purchases of $4.8 million exceeded maturities of $3.5 million during
the period.

Mortgage-backed securities totaled approximately $14.9 million at December 31,
1997, a decrease of approximately $492,000, or 3.2%, since September 30, 1997,
primarily attributable to regular principal repayments during the period.

Loans receivable and loans held for sale totaled $283.1 million, an increase of
approximately $2.6 million, or .9%, over the level at September 30, 1997.
Proceeds from loan sales increased by $3.7 million during the current period to
$16.2 million, loan originations totaled $41.8 million, principal repayments
amounted to $20.9 million and sale of participations totaled $2.5 million.

                                       10


<PAGE>   11


                          WINTON FINANCIAL CORPORATION

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

Discussion of Financial Condition Changes from September 30, 1997 to December
-----------------------------------------------------------------------------
31, 1997 (continued)
--------------------

At December 31, 1997, the allowance for loan losses of Winton Savings totaled
$827,000, the same level maintained at September 30, 1997. At December 31, 1997,
the allowance represented approximately .28% of the total loan portfolio and
261% of total nonperforming loans. At December 31, 1997, the ratio of total
nonperforming loans to total loans amounted to .11% as compared to .16% at
September 30, 1997. Although management believes that its allowance for loan
losses at September 30, 1997 was 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 $248.1 million at December 31, 1997, an increase of $7.8
million, or 3.2%, over September 30, 1997 levels. During fiscal 1997, management
elected to employ a strategy to achieve growth in the deposit portfolio that
included acquisition of brokered certificates of deposit. Such brokered deposits
totaled $20.0 million and $16.3 million at December 31, 1997 and September 30,
1997, respectively.

The Company is subject to capital standards which generally require the
maintenance of regulatory capital sufficient to meet each of three tests,
hereinafter described as the tangible capital requirement, the core capital
requirement and the risk-based capital requirement. At December 31, 1997, the
Company's tangible capital of $23.2 million, or 7.1%, exceeded the minimum
requirement of $4.9 million by $18.3 million, the Company's core capital of
$23.2 million, or 7.1%, exceeded the minimum requirement of $9.8 million by
$13.4 million, and the Company's risk-based capital of $24.0 million, or 11.1%,
exceeded the 8% requirement by approximately $6.6 million.

Comparison of Operating Results for the Three Month Periods ended December 31,
------------------------------------------------------------------------------
1997 and 1996
-------------

General
-------

Net earnings totaled $960,000 for the three months ended December 31, 1997, as
compared to $757,000 for the same period in 1996, an increase of $203,000, or
26.8%. The increased earnings resulted primarily from a $314,000 increase in net
interest income and a $14,000 increase in other income, which were partially
offset by an $11,000 increase in general, administrative and other expense, and
a $114,000 increase in the provision for federal income taxes.

Net Interest Income
-------------------

Interest on loans and mortgage-backed securities increased by $698,000, or
12.5%, for the three months ended December 31, 1997, compared to the same period
in 1996. The increase resulted primarily from a $26.5 million increase in the
weighted-average portfolio outstanding year to year and a 20 basis point
increase in yield to 8.51%, for the three months ended December 31, 1997.

                                       11


<PAGE>   12


                          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,
------------------------------------------------------------------------------
1997 and 1996 (continued)
-------------------------

Net Interest Income (continued)
-------------------------------

Interest income on investment securities, interest-bearing deposits and other
increased by $84,000, or 35.1%, for the three months ended December 31, 1997.
The increase is a result of a $6.4 million increase in the average balance
outstanding, which was partially offset by a decrease in yields due to
replacement of called securities at a lower yield.

Interest expense on deposits increased by $358,000, or 12.4%, for the three
months ended December 31, 1997. The increase was primarily attributable to a
$23.3 million increase in weighted-average deposits outstanding year to year,
coupled with an increase in the weighted-average cost of deposits.

Interest expense on borrowings increased $110,000, or 16.3%, during the current
quarter, primarily due to an increase of $6.5 million in the weighted-average
balances of Federal Home Loan Bank advances outstanding, coupled with an
increase in the weighted-average cost of Federal Home Loan Bank advances.

As a result of the foregoing changes in interest income and interest expense,
net interest income increased by $314,000, or 13.9%, to a total of $2.6 million
for the three months ended December 31, 1997, compared to the same period in
1996. The interest rate spread increased by 4 basis points, to 2.92% for the
three months ended December 31, 1997, while the net interest margin increased by
6 basis points, to 3.25% for the three months ended December 31, 1997, compared
to 3.19% for the comparable period in 1996.

Provision for Losses on Loans
-----------------------------

A provision for losses on loans is charged to earnings to bring the total
allowance for loan losses to a level considered appropriate by management based
on historical experience, the volume and type of lending conducted by the
Company, and the status of past due principal and interest payments, general
economic conditions, particularly as such conditions relate to the Company's
loan portfolio. As a result of such analysis, management concluded that the
allowance for losses on loans was adequate, and therefore did not provide a
provision for loan losses during the three-month period ended December 31, 1997.
There can be no assurance that the allowance for loan losses of the Company will
be adequate to cover losses on nonperforming assets in the future.

Other Income
------------

Other income increased by $14,000, or 4.2%, for the three months ended December
31, 1997, compared to the 1996 quarter, primarily due to an increase of $33,000
in gain on sale of mortgage loans, a $13,000 increase in service fees, charges
and other and a $4,000 loss on sale of real estate acquired through foreclosure
recorded in 1996, which were partially offset by a $36,000 gain on sale of
mortgage-backed securities designated as available for sale recorded in 1996.

                                       12


<PAGE>   13


                          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,
------------------------------------------------------------------------------
1997 and 1996 (continued)
-------------------------

General, Administrative and Other Expense
-----------------------------------------

General, administrative and other expense increased by $11,000, or .8%, for the
quarter ended December 31, 1997, compared to the same period in 1996. The
increase consisted primarily of an $80,000, or 12.1%, increase in employee
compensation and benefits, a $19,000, or 6.5%, increase in occupancy and
equipment, a $4,000, or 6.3%, increase in franchise tax expense, and a $10,000,
or 26.3%, increase in advertising expense, which were partially offset by a
$13,000, or 5.1 %, decrease in other operating expenses and an $89,000, or
70.6%, decrease in federal deposit insurance premiums. The increase in employee
compensation and benefits resulted primarily from increased staffing levels
coupled with normal merit increases, which were partially offset by an increase
in deferred loan origination costs due to the increased lending volume. The
decline in federal deposit insurance premiums resulted from lower premium rates
following the recapitalization of the Savings Association Insurance Fund in
November 1996.

Federal Income Taxes
--------------------

The provision for federal income taxes amounted to $504,000 for the three months
ended December 31, 1997, an increase of $114,000, or 29.2%, over the same period
in 1996. The increase resulted primarily from a $317,000, or 27.6%, increase in
pretax earnings. The effective tax rates were 34.4% and 34.0% for the three
month periods ended December 31, 1997 and 1996, respectively.

Other Matters
-------------

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

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

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

                                       13


<PAGE>   14


                          Winton Financial Corporation

                                     PART II

ITEM 1.   Legal Proceedings
          -----------------

          Not applicable

ITEM 2.   Changes in Securities
          ---------------------

          Not applicable

ITEM 3.   Defaults Upon Senior Securities
          -------------------------------

          Not applicable

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

          On January 30, 1998, the Annual Meeting of the Shareholders of Winton
          Financial Corporation was held. Three directors were nominated for
          re-election and were re-elected for terms expiring in 2001, pursuant
          to the following respective votes:

          Robert J. Bollin           For:  1,689,894          Withheld:  14,054
          Thomas H. Humes            For:  1,689,894          Withheld:  14,054
          Henry L. Schulhoff         For:  1,689,894          Withheld:  14,054

          The shareholders also ratified the selection of Grant Thornton
          LLP as the auditors of Winton Financial Corporation for the
          current fiscal year, pursuant to the following vote:

          For:  1,665,665         Against:  29,956         Abstain:    8,327

ITEM 5.   Other Materially Important Events
          ---------------------------------

          None

ITEM 6.   Exhibits and Reports on Form 8-K
          --------------------------------

          There were no Form 8-K's filed by Winton Financial Corporation during
          the quarter ended December 31, 1997.

          Exhibit 27:        Financial Data Schedule for the Three Months Ended
                             December 31, 1997.

                             


                                       14


<PAGE>   15



                                   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 12, 1998                     By: /s/Robert L. Bollin
     -------------------------                -------------------------------
                                              Robert L. Bollin
                                              President

Date: February 12, 1998                     By: /s/Jill M. Burke
     -------------------------                -------------------------------
                                              Jill M. Burke
                                              Chief Financial Officer





                                       15