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              March 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  May 3,  1999,  the  latest  practicable  date,  4,021,304  shares  of the
registrant's common stock, no par value, were issued and outstanding.









                               Page 1 of 19 pages

<PAGE>


                   Winton Financial Corporation and Subsidiary

                                      INDEX

                                                                          Page

PART I  -  FINANCIAL INFORMATION

               Consolidated Statements of Financial
               Condition                                                     3

               Consolidated Statements of Earnings                           4

               Consolidated Statements of Other Comprehensive
                 Income                                                      5

               Consolidated Statements of Cash Flows                         6

               Notes to Consolidated Financial Statements                    8

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


PART II -  OTHER INFORMATION                                                18

SIGNATURES                                                                  19



<PAGE>


                          Winton Financial Corporation
<TABLE>
<CAPTION>

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)

                                                                                        March 31,         September 30,
         ASSETS                                                                              1999                  1998
<S>                                                                                        <C>                     <C>
Cash and due from banks                                                                  $  1,702              $  1,607
Interest-bearing deposits in other financial institutions                                     531                 2,607
                                                                                          -------               -------
         Cash and cash equivalents                                                          2,233                 4,214

Investment securities available for sale - at market                                        5,261                 5,579
Investment securities held to maturity - at cost, approximate market
  value of $16,472 and $15,185 at March 31,
  1999 and September 30, 1998                                                              16,392                14,858
Mortgage-backed securities available for sale - at market                                     473                   565
Mortgage-backed  securities held to maturity - at cost, approximate market value
  of $11,215 and $12,266 at March 31,
  1999 and September 30, 1998                                                              11,361                12,418
Loans receivable - net                                                                    334,070               297,055
Loans held for sale - at lower of cost or market                                            2,678                 8,253
Office premises and equipment - net                                                         2,892                 2,945
Real estate acquired through foreclosure                                                      486                   495
Federal Home Loan Bank stock - at cost                                                      4,175                 4,033
Accrued interest receivable on loans                                                        2,339                 2,407
Accrued interest receivable on mortgage-
  backed securities                                                                            79                    91
Accrued interest receivable on investments                                                    284                   285
Prepaid expenses and other assets                                                             967                   488
Intangible assets - net                                                                       371                   402
Prepaid federal income taxes                                                                   -                    105
                                                                                          -------               -------

         Total assets                                                                    $384,061              $354,193
                                                                                          =======               =======

         LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits                                                                                 $274,188              $266,007
Advances from the Federal Home Loan Bank                                                   77,365                56,899
Accounts payable on mortgage loans serviced for others                                        871                   912
Advance payments by borrowers for taxes and insurance                                         642                   610
Other liabilities                                                                           1,384                 1,342
Accrued federal income taxes                                                                   44                    - 
Deferred federal income taxes                                                               1,347                 1,531
                                                                                          -------               -------
         Total liabilities                                                                355,841               327,301

Shareholders' equity
  Preferred stock - 2,000,000 shares without par value
    authorized; no shares issued                                                               -                     - 
  Common stock - 18,000,000 shares without par value
    authorized; 4,015,304 and 4,014,304 shares issued and outstanding                          -                     - 
  Additional paid-in capital                                                                8,789                 8,782
  Retained earnings - substantially restricted                                             18,986                17,520
  Unrealized gains on securities designated as available for sale, net                        445                   590
                                                                                          -------               -------
         Total shareholders' equity                                                        28,220                26,892
                                                                                          -------               -------

         Total liabilities and shareholders' equity                                      $384,061              $354,193
                                                                                          =======               =======
</TABLE>


                                        3


<PAGE>

<TABLE>

                          Winton Financial Corporation
<CAPTION>

                       CONSOLIDATED STATEMENTS OF EARNINGS

                        (In thousands, except share data)

                                                                        Six months ended             Three months ended
                                                                            March 31,                      March 31,
                                                                       1999         1998              1999         1998
<S>                                                                   <C>           <C>                <C>          <C>
Interest income
  Loans                                                             $12,814      $11,942            $6,540       $5,991
  Mortgage-backed securities                                            366          460               177          230
  Investment securities                                                 600          535               301          272
  Interest-bearing deposits and other                                   223          121                86           60
                                                                     ------       ------             -----        -----
         Total interest income                                       14,003       13,058             7,104        6,553

Interest expense
  Deposits                                                            6,606        6,429             3,251        3,186
  Borrowings                                                          1,950        1,576             1,046          793
                                                                     ------       ------             -----        -----
         Total interest expense                                       8,556        8,005             4,297        3,979
                                                                     ------       ------             -----        -----

         Net interest income                                          5,447        5,053             2,807        2,574

Provision for losses on loans                                            45           -                 23           - 
                                                                     ------       ------             -----        -----

         Net interest income after provision
           for losses on loans                                        5,402        5,053             2,784        2,574

Other income
  Gain on sale of mortgage loans                                        999          633               325          385
  Mortgage servicing fee income (expense)                                28           74                37          (20)
  Gain on sale of real estate acquired through foreclosure               34           -                 34           - 
  Other operating                                                       302          206               144          103
                                                                     ------       ------             -----        -----
         Total other income                                           1,363          913               540          468

General, administrative and other expense
  Employee compensation and benefits                                  1,768        1,454               939          714
  Occupancy and equipment                                               737          641               375          331
  Federal deposit insurance premiums                                     77           74                40           37
  Franchise taxes                                                       156          146                78           78
  Amortization of intangible assets                                      31           31                15           15
  Advertising                                                           128          110                66           61
  Other operating                                                       724          521               338          281
                                                                     ------       ------             -----        -----
         Total general, administrative and other expense              3,621        2,977             1,851        1,517
                                                                     ------       ------             -----        -----

         Earnings before income taxes                                 3,144        2,989             1,473        1,525

Federal income taxes
  Current                                                             1,185          901               494          360
  Deferred                                                             (110)         126                10          163
                                                                     ------       ------            ------        -----
         Total federal income taxes                                   1,075        1,027               504          523
                                                                     ------       ------            ------        -----

         NET EARNINGS                                               $ 2,069      $ 1,962           $   969       $1,002
                                                                     ======       ======            ======        =====

         EARNINGS PER SHARE
           Basic                                                       $.52         $.49              $.24         $.25
                                                                        ===          ===               ===          ===

           Diluted                                                     $.49         $.47              $.23         $.24
                                                                        ===          ===               ===          ===

           Dividends per share                                       $.1500       $.1250            $.0750       $.0625
                                                                      =====        =====             =====        =====

</TABLE>

                                        4


<PAGE>

<TABLE>

                          Winton Financial Corporation
<CAPTION>

              CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME

                                 (In thousands)


                                                                        Six months ended              Three months ended
                                                                            March 31,                      March 31,
                                                                       1999         1998              1999         1998
<S>                                                                    <C>          <C>               <C>          <C>

Net earnings                                                         $2,069       $1,962              $969       $1,002

Other comprehensive income, net of tax:
  Unrealized holding gains (losses) on securities
    during the period                                                  (145)         171               (95)          26
                                                                      -----        -----               ---        -----

Comprehensive income                                                 $1,924       $2,133              $874       $1,028
                                                                      =====        =====               ===        =====
</TABLE>



































                                        5



<PAGE>

<TABLE>

                          Winton Financial Corporation
<CAPTION>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

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

                                                                                   1999                1998
<S>                                                                               <C>                   <C>
Cash flows from operating activities:
  Net earnings for the period                                                   $ 2,069             $ 1,962
  Adjustments to reconcile net earnings to net cash
  provided by (used in) operating activities:
    Amortization of premiums on investments
      and mortgage-backed securities                                                 21                  14
    Amortization of deferred loan origination fees                                  (81)               (139)
    Depreciation                                                                    224                 203
    Amortization of intangible assets                                                31                  31
    Provision for losses on loans                                                    45                  - 
    Gain on sale of mortgage loans                                                 (818)               (493)
    Gain on sale of real estate acquired through foreclosure                        (34)                 - 
    Loans disbursed for sale in secondary market                                (60,840)            (42,536)
    Proceeds from sale of mortgage loans                                         67,233              41,545
    Federal Home Loan Bank stock dividends                                         (142)               (108)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable on loans                                           68                 (22)
      Accrued interest receivable on mortgage-backed securities                      12                   6
      Accrued interest receivable on investments                                      1                 (19)
      Prepaid expenses and other assets                                            (479)               (243)
      Accounts payable on mortgage loans serviced for others                        (41)                 13
      Other liabilities                                                              42                  41
      Federal income taxes
        Current                                                                     149                (221)
        Deferred                                                                   (110)                126
                                                                                 ------              ------
         Net cash provided by operating activities                                7,350                 160

Cash flows from investing activities:
  Proceeds from maturity of investment securities                                 5,400               5,800
  Purchase of investment securities designated as held to maturity               (6,842)             (6,322)
  Purchase of investment securities designated as available for sale                 -               (1,495)
  Principal repayments on mortgage-backed securities                              1,135                 861
  Loan principal repayments                                                      60,125              39,244
  Loan disbursements                                                            (97,104)            (61,050)
  Sale of loan participations                                                        -                4,499
  Proceeds from sale of real estate acquired through foreclosure                     69                  - 
  Additions to real estate acquired through foreclosure                             (35)                 - 
  Purchase and renovation of office premises and equipment                         (162)               (209)
  Purchase of Federal Home Loan Bank stock                                           -                 (168)
                                                                                 ------              ------
         Net cash used in investing activities                                  (37,414)            (18,840)
                                                                                 ------              ------

         Net cash used in operating and investing activities
           (balance carried forward)                                            (30,064)            (18,680)
                                                                                 ------              ------
</TABLE>


                                        6

<PAGE>

<TABLE>

                          Winton Financial Corporation

<CAPTION>
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                       For the six months ended March 31,

                                 (In thousands)
                                                                                               1999                1998
<S>                                                                                            <C>                  <C>
         Net cash used in operating and investing activities
           (balance brought forward)                                                       $(30,064)           $(18,680)

Cash flows from financing activities:
  Net increase in deposit accounts                                                            8,181              11,289
  Proceeds from Federal Home Loan Bank advances                                              27,000              41,000
  Repayment of Federal Home Loan Bank advances                                               (6,534)            (34,032)
  Advances by borrowers for taxes and insurance                                                  32                  28
  Proceeds from exercise of stock options                                                         7                 274
  Dividends paid on common stock                                                               (603)               (503)
                                                                                            -------             -------
         Net cash provided by financing activities                                           28,083              18,056
                                                                                            -------             -------

Net decrease in cash and cash equivalents                                                    (1,981)               (624)

Cash and cash equivalents at beginning of period                                              4,214               2,786
                                                                                            -------             -------

Cash and cash equivalents at end of period                                                 $  2,233            $  2,162
                                                                                            =======             =======

Supplemental  disclosure of cash flow  information:
  Cash paid during the period for:
    Federal income taxes                                                                   $  1,035            $  1,060
                                                                                            =======             =======

    Interest on deposits and borrowings                                                   $   8,560            $  7,867
                                                                                           ========             =======

Supplemental disclosure of noncash investing activities:
  Transfer from loans to real estate acquired through foreclosure                         $      35            $     - 
                                                                                           ========             =======

  Unrealized gains (losses) on securities designated as available for sale,
    net of related tax effects                                                            $    (145)           $    171
                                                                                           ========             =======

  Recognition of mortgage servicing rights in accordance with
    SFAS No. 125                                                                          $     181            $    140
                                                                                           ========             =======
</TABLE>














                                        7


<PAGE>


                          Winton Financial Corporation

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        For the six and three month periods ended March 31, 1999 and 1998


1.       Basis of Presentation

         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   Corporation  (the  "Corporation"  or  "Winton   Financial")
         included in the Annual Report on Form 10-K for the year ended September
         30, 1998. However, all adjustments (consisting of only normal recurring
         accruals) which, in the opinion of management, are necessary for a fair
         presentation  of  the  consolidated   financial  statements  have  been
         included. The results of operations for the six and three month periods
         ended March 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 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 1997,  the Financial  Accounting  Standards  Board (the "FASB")
         issued Statement of Financial  Accounting  Standards  ("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.  SFAS
         No. 130 is effective  for fiscal  years  beginning  after  December 15,
         1997.  Reclassification  of financial  statements  for earlier  periods
         provided for comparative purposes is required.  Management adopted SFAS
         No. 130 effective October 1, 1998, as required, without material impact
         on Winton Financial's financial position or results of operations.





                                        8



<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

        For the six and three month periods ended March 31, 1999 and 1998


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

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

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

         SFAS No. 133 is  effective  for fiscal years  beginning  after June 15,
         1999. 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.




                                        9


<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

        For the six and three month periods ended March 31, 1999 and 1998


4.       Year 2000 Compliance Issues

         The  Year  2000  issue  is  a  serious  operational  problem  which  is
         widespread and complex, affecting all industries. The Federal Financial
         Institution  Examination Council (the "FFIEC"),  representing the views
         of each of the primary financial institution regulators, has focused on
         the risk that programming  codes in existing computer systems will fail
         to properly  recognize  the new  millennium  when it occurs in the year
         2000.  Winton Savings is addressing the potential  problems  associated
         with the  possibility  that the computers  which control or operate the
         Company's  operating  systems may not be programmed to read  four-digit
         date  codes and,  upon  arrival of the year  2000,  may  recognize  the
         two-digit  code  "00" as the  year  1900,  causing  systems  to fail to
         function or to generate erroneous data. Other concerns have been raised
         regarding  February 29, 2000,  as well as September 9, 1999,  which are
         new calculation challenges that may result in further problems.

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

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

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








                                       10



<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

        For the six and three month periods ended March 31, 1999 and 1998


4.       Year 2000 Compliance Issues (continued)

         Management  has  developed a  contingency  plan which  includes  manual
         procedures along with certain off-line canned programs.  Management has
         set a budget of approximately  $100,000, of which approximately $47,000
         has been  expensed at March 31, 1999,  to ensure  Winton  Financial and
         Winton Savings are year 2000 compliant.

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

5.       Earnings Per Share

          Basic  earnings  per share for the six and three month  periods  ended
          March  31,  1999  is  computed   based  on  4,015,073   and  4,015,304
          weighted-average shares outstanding.

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

          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  4,182,902  and  4,217,181 for the six and
          three month periods ended March 31, 1999,  and 4,174,240 and 4,198,456
          for  the  six  and  three  month   periods   ended  March  31,   1998,
          respectively.
















                                       11


<PAGE>


                          Winton Financial Corporation

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


Forward-Looking Statements

In the following  pages,  management  presents an analysis of the  Corporation's
financial  condition as of March 31, 1999, and the results of operations for the
six and three month periods  ended March 31, 1999,  compared to the same periods
in 1998. In addition to this historical  information,  the following  discussion
contains  forward-looking  statements  that  involve  risks  and  uncertainties.
Economic  circumstances,  Winton  Financial's  operations and Winton Financial's
actual  results  could  differ   significantly   from  those  discussed  in  the
forward-looking  statements.  Some of the factors that could cause or contribute
to such differences are discussed herein but also include changes in the economy
and interest rates in the nation and in Winton Financial's general market area.

Without  limiting  the  foregoing,  some  of the  statements  in  the  following
referenced  sections of this Form 10-Q are forward  looking and are,  therefore,
subject to such risks and uncertainties.

1.   Management's  determination of the amount and adequacy of the allowance for
     loan  losses  as set  forth  under  "Discussion  of  Changes  in  Financial
     Condition  from  September 30, 1998 to March 31, 1999" and  "Comparison  of
     Results of Operations for the Six and Three Months Ended March 31, 1999 and
     1998."

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

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


Discussion of Financial Condition Changes from September 30, 1998 to 
March 31, 1999

At March 31,  1999,  the  Corporation  had total  assets of $384.1  million,  an
increase of  approximately  $29.9 million,  or 8.4%, over the level at September
30, 1998.  The growth in assets was funded  primarily by an increase in deposits
of $8.2  million,  an increase in Federal  Home Loan Bank  ("FHLB")  advances of
$20.5 million and undistributed net earnings of $1.5 million.

Investment  securities totaled approximately $21.7 million at March 31, 1999, an
increase of approximately $1.2 million, or 5.9%, over September 30, 1998 levels,
as purchases of $6.8 million exceeded  maturities and called  securities of $5.4
million during the period.

Mortgage-backed  securities  totaled  approximately  $11.8  million at March 31,
1999, a decrease of  approximately  $1.2 million,  or 8.9%,  since September 30,
1998, primarily attributable to regular principal repayments during the period.

Loans  receivable  and loans held for sale totaled  $336.7  million at March 31,
1999, an increase of approximately  $31.4 million,  or 10.3%,  over the level at
September 30, 1998.  Proceeds from loan sales  increased by $25.7 million during
the current period to $67.2 million,  loan  originations  totaled $157.9 million
and principal repayments amounted to $60.1 million.


                                       12


<PAGE>


                          Winton Financial Corporation

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


Discussion of Financial  Condition  Changes from September 30, 1998 to March 31,
1999 (continued)

At March 31,  1999,  the  allowance  for loan losses of Winton  Savings  totaled
$848,000, an increase of $6,000 from the level maintained at September 30, 1998.
At March 31, 1999,  the allowance  represented  approximately  .24% of the total
loan  portfolio and 88% of total  nonperforming  loans.  At March 31, 1999,  the
ratio of total  nonperforming  loans to total loans amounted to .27% compared to
 .35% at September 30, 1998.  Although management believes that its allowance for
loan  losses at March 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 $274.2 million at March 31, 1999, an increase of $8.2 million,
or 3.1%, from September 30, 1998 levels.  The increase in deposits was primarily
the result of management's  decision to increase out of state  certificates  and
some brokered  certificates.  Such brokered  deposits  totaled $23.7 million and
$28.5 million at March 31, 1999 and September 30, 1998, respectively.

Advances  from the FHLB totaled  $77.4 million at March 31, 1999, an increase of
$20.5  million,  or 36.0%,  over  September 30, 1998 levels.  Proceeds from such
advances have generally been utilized to fund the growth in the loan portfolio.

The Company is required to meet minimum  capital  standards  promulgated  by the
Office of Thrift  Supervision  (the  "OTS").  At March 31, 1999,  the  Company's
regulatory capital was well in excess of such minimum capital requirements.


Comparison of Operating Results for the Six Month Periods ended March 31, 1999
and 1998

General

Net  earnings  totaled  $2.1  million for the six months  ended March 31,  1999,
compared to $2.0  million for the same period in 1998,  an increase of $107,000,
or 5.5%. The increased  earnings  resulted  primarily from a $394,000,  or 7.8%,
increase  in net  interest  income and a $450,000,  or 49.3%,  increase in other
income,  which were partially  offset by an increase of $45,000 in the provision
for losses on loans, a $644,000, or 21.6%,  increase in general,  administrative
and other expense, and a $48,000, or 4.7%, increase in the provision for federal
income taxes.

Net Interest Income

Interest income on loans and mortgage-backed  securities  increased by $778,000,
or 6.3%, for the six months ended March 31, 1999, compared to the same period in
1998.  The increase  resulted  primarily  from a $31.5  million  increase in the
weighted-average  portfolio outstanding year to year, offset by a 32 basis point
decrease in yield, to 7.98% for six months ended March 31, 1999.



                                       13



<PAGE>


                          Winton Financial Corporation

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


Comparison  of Operating  Results for the Six Month Periods ended March 31, 1999
and 1998 (continued)

Net Interest Income (continued)

Interest income on investment securities and interest-bearing deposits and other
increased  by  $167,000,  or 25.5%,  for the six months  ended  March 31,  1999,
compared to the  comparable  period in 1998.  The increase  resulted from a $5.3
million increase in the average balance  outstanding,  and an increase in yield,
to 6.18% for the six months ended March 31, 1999.

Interest expense on deposits increased by $177,000,  or 2.8%, for the six months
ended March 31, 1999 compared to the comparable period in 1998. The increase was
primarily attributable to a $19.6 million increase in weighted-average  deposits
outstanding year to year. The weighted-average cost of deposits decreased during
the  periods,  amounting  to 4.96% and 5.21% for the six months  ended March 31,
1999 and 1998, respectively.

Interest expense on borrowings  increased by $374,000,  or 23.7%, during the six
months ended March 31, 1999, compared to the same period in 1998,  primarily due
to an  increase  of  $13.5  million  in the  weighted-average  balances  of FHLB
advances outstanding, while the weighted-average cost of FHLB advances decreased
to 5.80% from 5.87% during the six month periods ended March 31, 1999 and 1998.

As a result of the foregoing  changes in interest  income and interest  expense,
net interest income  increased by $394,000,  or 7.8%, to a total of $5.4 million
for the six months  ended March 31,  1999,  compared to the same period in 1998.
The  interest  rate spread  decreased by 12 basis  points,  to 2.71% for the six
months ended March 31, 1999, while the net interest margin decreased by 11 basis
points, to 3.05% for the six months ended March 31, 1999,  compared to 3.16% for
the comparable period in 1998.

Provision for Losses on Loans

A  provision  for  losses on loans is  charged  to  earnings  to bring the total
allowance for loan losses to a level considered  appropriate by management based
on  historical  experience,  the  volume and type of  lending  conducted  by the
Company,  the status of past due  principal and interest  payments,  and general
economic  conditions,  particularly as such  conditions  relate to the Company's
loan  portfolio.  As a result of such analysis,  management  elected to record a
$45,000  provision for loan losses  during the six-month  period ended March 31,
1999.  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 $450,000, or 49.3%, for the six months ended March 31,
1999, compared to the 1998 period,  primarily due to an increase of $366,000, or
57.8%, in gain on sale of mortgage loans, a $34,000  increase in gain on sale of
real estate acquired through  foreclosure,  and a $96,000,  or 8.6%, increase in
other  operating  income,  which were partially  offset by a $46,000,  or 62.2%,
decrease in mortgage servicing fees.


                                       14



<PAGE>


                          Winton Financial Corporation

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


Comparison  of Operating  Results for the Six Month Periods ended March 31, 1999
and 1998 (continued)

General, Administrative and Other Expense

General,  administrative and other expense increased by $644,000,  or 21.6%, for
the six months  ended March 31, 1999,  compared to the same period in 1998.  The
increase  consisted  primarily  of a  $314,000,  or 21.6%,  increase in employee
compensation  and  benefits,  a $96,000,  or 15.0%,  increase in  occupancy  and
equipment,  a $3,000, or 4.1%, increase in federal deposit insurance premiums, a
$10,000, or 6.8%, increase in franchise taxes, an $18,000, or 16.4%, increase in
advertising  expense  and a  $203,000,  or 39.0%,  increase  in other  operating
expenses.  The increase in employee compensation and benefits resulted primarily
from increased  staffing levels coupled with normal merit increases,  which were
partially  offset by an increase in deferred loan  origination  costs due to the
increased  lending  volume.  The increase in  occupancy  and  equipment  expense
resulted from costs  associated with the new loan production  office location in
Western Hills. The increase in other operating  expense resulted  primarily from
an increase in computer  technology costs along with additional training expense
related to  implementation  of new loan software which will  streamline the loan
production  process,  coupled  with costs  related  to the year 2000  compliance
initiative.

Federal Income Taxes

The  provision  for federal  income  taxes  amounted to $1.1 million for the six
months  ended March 31,  1999,  an increase of $48,000,  or 4.7%,  over the same
period in 1998.  The  increase  resulted  primarily  from a  $155,000,  or 5.2%,
increase in pretax  earnings.  The  effective tax rates were 34.2% and 34.4% for
the six month periods ended March 31, 1999 and 1998, respectively.


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

General

Net  earnings  totaled  $969,000  for the three  months  ended  March 31,  1999,
compared to $1.0 million for the same period in 1998, a decrease of $33,000,  or
3.3%.  The decreased  earnings  resulted  primarily  from a $334,000,  or 22.0%,
increase in general,  administrative and other expense and a $23,000 increase in
the provision for losses on loans, which were partially offset by a $233,000, or
9.1%,  increase in net interest income, a $72,000,  or 15.4%,  increase in other
income,  and a $19,000,  or 3.6%,  decrease in the provision for federal  income
taxes.

Net Interest Income

Interest income on loans and mortgage-backed  securities  increased by $496,000,
or 8.0%, for the three months ended March 31, 1999,  compared to the same period
in 1998. The increase  resulted  primarily from a $36.8 million  increase in the
weighted-average  portfolio outstanding year to year, offset by a 31 basis point
decrease in yield, to 7.93% for three months ended March 31, 1999.


                                       15



<PAGE>


                          Winton Financial Corporation

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


Comparison of Operating Results for the Three Month Periods ended March 31, 1999
and 1998 (continued)

Net Interest Income (continued)

Interest income on investment securities and interest-bearing deposits and other
increased  by $55,000,  or 16.6%,  for the three  months  ended March 31,  1999,
compared to the  comparable  period in 1998.  The increase  resulted from a $4.3
million  increase in the average  balance  outstanding,  offset by a decrease in
yield, to 5.95% for the three months ended March 31, 1999.

Interest expense on deposits increased by $65,000, or 2.0%, for the three months
ended March 31, 1999 compared to the comparable period in 1998. The increase was
primarily attributable to an $18.6 million increase in weighted-average deposits
outstanding year to year. The weighted-average cost of deposits decreased during
the  periods,  amounting to 4.86% and 5.12% for the three months ended March 31,
1999 and 1998, respectively.

Interest expense on borrowings increased by $253,000, or 31.9%, during the three
months ended March 31, 1999, compared to the same period in 1998,  primarily due
to an  increase  of  $19.3  million  in the  weighted-average  balances  of FHLB
advances outstanding, while the weighted-average cost of FHLB advances decreased
to 5.64% from 5.78%  during the three  month  periods  ended  March 31, 1999 and
1998.

As a result of the foregoing  changes in interest  income and interest  expense,
net interest income  increased by $233,000,  or 9.1%, to a total of $2.8 million
for the three months ended March 31, 1999,  compared to the same period in 1998.
The interest rate spread  decreased by 11 basis  points,  to 2.75% for the three
months ended March 31, 1999, while the net interest margin decreased by 10 basis
points,  to 3.08% for the three months  ended March 31, 1999,  compared to 3.18%
for the comparable period in 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 March 31, 1999.
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 $72,000,  or 15.4%,  for the three months ended March
31, 1999,  compared to the 1998 period,  primarily due to an increase of $57,000
in mortgage  servicing  fees, a $41,000,  or 39.8%,  increase in other operating
income and a $34,000 gain on sale of real estate acquired  through  foreclosure,
which were partially offset by a $60,000, or 15.6%,  decrease in gain on sale of
mortgage loans.



                                       16



<PAGE>


                          Winton Financial Corporation

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


Comparison of Operating Results for the Three Month Periods ended March 31, 1999
and 1997 (continued)

General, Administrative and Other Expense

General,  administrative and other expense increased by $334,000,  or 22.0%, for
the three months ended March 31, 1999,  compared to the same period in 1998. The
increase  consisted  primarily  of a  $225,000,  or 31.5%,  increase in employee
compensation  and  benefits,  a $44,000,  or 13.3%,  increase in  occupancy  and
equipment,  a $3,000, or 8.1%, increase in federal deposit insurance,  a $5,000,
or 8.2%, increase in advertising  expense and a $57,000,  or 20.3%,  increase in
other operating  expenses.  The increase in employee  compensation  and benefits
resulted  primarily  from  increased  staffing  levels coupled with normal merit
increases,  which  were  partially  offset  by  an  increase  in  deferred  loan
origination costs due to the increased lending volume. The increase in occupancy
and  equipment  expense  resulted  from  costs  associated  with  the  new  loan
production  office  location in Western Hills.  The increase in other  operating
expense resulted  primarily from an increase in computer  technology costs along
with additional  training expense related to implementation of new loan software
which will streamline the loan production process, coupled with costs related to
the year 2000 compliance initiative.

Federal Income Taxes

The provision for federal income taxes amounted to $504,000 for the three months
ended March 31,  1999, a decrease of $19,000,  or 3.6%,  from the same period in
1998.  The decrease  resulted  primarily  from a $52,000,  or 3.4%,  decrease in
pretax  earnings.  The  effective  tax rates  were 34.2% and 34.3% for the three
month periods ended March 31, 1999 and 1998, respectively.























                                       17


<PAGE>


                          Winton Financial Corporation

                                     PART II


ITEM 1.  Legal Proceedings

         Not applicable

ITEM 2.  Changes in Securities and Use of Proceeds

         Not applicable

ITEM 3.  Defaults Upon Senior Securities

         Not applicable

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

         None.

ITEM 5.  Other Information

         None

ITEM 6.  Exhibits and Reports on Form 8-K

         Reports on Form 8-K:             None.

         Exhibit 27:                      Financial Data Schedule for the Six
                                          Months Ended March 31, 1999.






















                                       18


<PAGE>


                             
                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.





Date:   May 12, 1999                                By: /s/Robert L. Bollin
      ------------------------------                    Robert L. Bollin
                                                        President





Date:   May 12, 1999                                By: /s/Jill M. Burke
      ------------------------------                    Jill M. Burke
                                                        Chief Financial Officer































                                       19