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, 2001
                                ----------------------------------------------

                                       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 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 7,  2001,  the  latest  practicable  date,  4,438,014  shares  of the
registrant's common stock, no par value, were issued and outstanding.










                               Page 1 of 17 pages

<PAGE>


                          Winton Financial Corporation

                                      INDEX

                                                                           Page

PART I  - FINANCIAL INFORMATION

             Consolidated Statements of Financial Condition                   3

             Consolidated Statements of Earnings                              4

             Consolidated Statements of 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                           10


PART II - OTHER INFORMATION                                                  16

SIGNATURES                                                                   17



<PAGE>


                          Winton Financial Corporation
<TABLE>
<CAPTION>

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)

                                                                                        March 31,         September 30,
         ASSETS                                                                              2001                  2000

<S>                                                                                         <C>                    <C>
Cash and due from banks                                                                  $  1,635              $  1,351
Interest-bearing deposits in other financial institutions                                   3,675                   672
                                                                                          -------               -------
         Cash and cash equivalents                                                          5,310                 2,023

Investment securities available for sale - at market                                       19,370                 4,273
Investment securities held to maturity - at cost, approximate market
  value of $15,661 at September 30, 2000                                                       -                 15,757
Mortgage-backed securities available for sale - at market                                     310                   345
Mortgage-backed securities held to maturity - at cost, approximate
  market value of $11,212 and $11,850 at March 31, 2001 and
  September 30, 2000, respectively                                                         11,395                12,267
Loans receivable - net                                                                    413,253               413,904
Loans held for sale - at lower of cost or market                                            4,767                 1,543
Office premises and equipment - net                                                         3,354                 3,418
Real estate acquired through foreclosure                                                      610                   716
Federal Home Loan Bank stock - at cost                                                      7,199                 6,941
Accrued interest receivable                                                                 3,223                 3,245
Prepaid expenses and other assets                                                             724                   502
Intangible assets - net                                                                       249                   280
                                                                                          -------               -------

         Total assets                                                                    $469,764              $465,214
                                                                                          =======               =======

         LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits                                                                                 $314,319              $309,889
Advances from the Federal Home Loan Bank                                                  112,875               113,720
Other borrowed money                                                                        2,000                 2,000
Accounts payable on mortgage loans serviced for others                                        753                   786
Advance payments by borrowers for taxes and insurance                                       1,181                 1,148
Other liabilities                                                                           1,431                 1,678
Accrued federal income taxes                                                                   21                   274
Deferred federal income taxes                                                               1,818                 1,713
                                                                                          -------               -------
         Total liabilities                                                                434,398               431,208

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; 4,438,014 and 4,412,014 shares issued and outstanding
    at March 31, 2001 and September 30, 2000, respectively                                     -                     -
  Additional paid-in capital                                                               10,142                 9,972
  Retained earnings - restricted                                                           24,674                23,593
  Accumulated comprehensive income, unrealized gains on securities
    designated as available for sale, net of related tax effects                              550                   441
                                                                                          -------               -------
         Total shareholders' equity                                                        35,366                34,006
                                                                                          -------               -------

         Total liabilities and shareholders' equity                                      $469,764              $465,214
                                                                                          =======               =======

</TABLE>

                                        3


<PAGE>


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

                                                                    Six months ended                 Three months ended
                                                                        March 31,                         March 31,
                                                                   2001           2000              2001           2000
<S>                                                               <C>             <C>                <C>            <C>
Interest income
  Loans                                                         $16,782        $16,568            $8,307         $8,340
  Mortgage-backed securities                                        389            391               194            195
  Investment securities                                             544            617               267            312
  Interest-bearing deposits and other                               255            209               129            111
                                                                 ------         ------             -----          -----
         Total interest income                                   17,970         17,785             8,897          8,958

Interest expense
  Deposits                                                        8,354          7,616             4,105          3,793
  Borrowings                                                      3,679          3,734             1,813          1,950
                                                                 ------         ------             -----          -----
         Total interest expense                                  12,033         11,350             5,918          5,743
                                                                 ------         ------             -----          -----

         Net interest income                                      5,937          6,435             2,979          3,215

Provision for losses on loans                                        90             45                45             22
                                                                 ------         ------             -----          -----

         Net interest income after provision
           for losses on loans                                    5,847          6,390             2,934          3,193

Other income
  Gain on sale of mortgage loans                                    472            126               266             76
  Mortgage-servicing fees                                           120            155                52             78
  Gain on sale of investment securities designated
    as available for sale                                            79             -                 70             -
  Gain (loss) on sale of real estate acquired through
    foreclosure                                                      (5)            -                  3             -
  Other operating                                                   327            311               165            155
                                                                 ------         ------             -----          -----
         Total other income                                         993            592               556            309

General, administrative and other expense
  Employee compensation and benefits                              2,272          2,286             1,171          1,182
  Occupancy and equipment                                           867            907               451            466
  Franchise taxes                                                   191            183                96             92
  Federal deposit insurance premiums                                 31             86                15             39
  Amortization of intangible assets                                  31             31                14             16
  Advertising                                                        98            192                53            114
  Other operating                                                   597            676               304            335
                                                                 ------         ------             -----          -----
         Total general, administrative and other expense          4,087          4,361             2,104          2,244
                                                                 ------         ------             -----          -----

         Earnings before income taxes                             2,753          2,621             1,386          1,258
Federal income taxes
  Current                                                           893            826               427            391
  Deferred                                                           48             72                47             40
                                                                 ------         ------             -----          -----
         Total federal income taxes                                 941            898               474            431
                                                                 ------         ------             -----          -----

         NET EARNINGS                                           $ 1,812        $ 1,723            $  912         $  827
                                                                 ======         ======             =====          =====

         EARNINGS PER SHARE
           Basic                                                  $0.41          $0.39             $0.21          $0.19
                                                                   ====           ====              ====           ====

           Diluted                                                $0.40          $0.38             $0.20          $0.18
                                                                   ====           ====              ====           ====

         Dividends per share                                      $0.16          $0.16             $0.08          $0.08
                                                                   ====           ====              ====           ====
</TABLE>


                                        4


<PAGE>


                          Winton Financial Corporation
<TABLE>
<CAPTION>

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                 (In thousands)


                                                                        Six months ended              Three months ended
                                                                            March 31,                      March 31,
                                                                       2001         2000              2001         2000
<S>                                                                    <C>           <C>              <C>           <C>
Net earnings                                                         $1,812       $1,723              $912         $827

Other comprehensive income (loss), net of tax:
  Unrealized holding gains (losses) on securities during
    the period, net of taxes (benefits) of $45, $(76),
    $(20) and $(50) during the respective periods                        87         (147)              (38)         (98)

Reclassification adjustment for realized gains included
  in earnings, net of tax of $27 and $24 for the six and
  three month periods ended March 31, 2001, respectively                (52)          -                (46)          -
                                                                      -----        -----               ---          ---

Comprehensive income                                                 $1,847       $1,576              $828         $729
                                                                      =====        =====               ===          ===

Accumulated comprehensive income                                     $  550       $  507              $550         $507
                                                                      =====        =====               ===          ===
</TABLE>



























                                        5


<PAGE>


                          Winton Financial Corporation
<TABLE>
<CAPTION>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

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

                                                                                             2001                  2000
<S>                                                                                          <C>                    <C>
Cash flows from operating activities:
  Net earnings for the period                                                             $ 1,812               $ 1,723
  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                                                               34                    26
    Amortization of deferred loan origination fees                                            (42)                  (11)
    Depreciation and amortization                                                             235                   270
    Amortization of intangible assets                                                          31                    31
    Provision for losses on loans                                                              90                    45
    Gain on sale of mortgage loans                                                           (443)                  (73)
    Loans originated for sale in the secondary market                                     (43,100)              (22,061)
    Proceeds from sale of loans in the secondary market                                    40,319                23,094
    Gain on sale of investments designated as available for sale                              (79)                   -
    Loss on sale of real estate acquired through foreclosure                                    5                    -
    Federal Home Loan Bank stock dividends                                                   (258)                 (222)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable                                                              22                    48
      Prepaid expenses and other assets                                                      (222)                 (326)
      Accounts payable on mortgage loans serviced for others                                  (33)                   (5)
      Other liabilities                                                                      (247)                 (458)
      Federal income taxes
        Current                                                                              (253)                   57
        Deferred                                                                               48                    72
                                                                                           ------                ------
          Net cash provided by (used in) operating activities                              (2,081)                2,210

Cash flows from investing activities:
  Principal repayments on mortgage-backed securities                                          889                   664
  Proceeds from the maturity of investment securities                                       1,750                    -
  Proceeds from maturity/calls of investment securities designated
    as available for sale                                                                   4,650                   500
  Proceeds from sale of securities designated as available for sale                         7,925                    -
  Purchase of investment securities designated as held to maturity                             -                 (1,255)
  Purchase of investment securities designated as available for sale                      (13,436)                   -
  Loan principal repayments                                                                49,285                39,180
  Loan disbursements                                                                      (48,682)              (49,992)
  Proceeds from sale of real estate acquired through foreclosure                              119                    -
  Purchase of office premises and equipment                                                  (163)                 (176)
  Purchase of Federal Home Loan Bank stock                                                     -                   (543)
  Additions to real estate acquired through foreclosure                                       (26)                 (108)
                                                                                           ------                ------
          Net cash provided by (used in) investing activities                               2,311               (11,730)
                                                                                           ------                ------

          Net cash provided by (used in) operating and investing
            activities (balance carried forward)                                              230                (9,520)
                                                                                           ------                ------
</TABLE>



                                        6


<PAGE>


                          Winton Financial Corporation
<TABLE>
<CAPTION>

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

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

                                                                                             2001                  2000
<S>                                                                                          <C>                   <C>
          Net cash provided by (used in) operating and investing
            activities (balance brought forward)                                          $   230               $(9,520)

Cash flows from financing activities:
  Net increase (decrease) in deposit accounts                                               4,430                (1,664)
  Repayments of Federal Home Loan Bank advances                                           (31,345)              (19,326)
  Proceeds from Federal Home Loan Bank advances                                            30,500                34,850
  Advances by borrowers for taxes and insurance                                                33                  (108)
  Proceeds from exercise of stock options                                                     170                    51
  Dividends paid on common stock                                                             (731)                 (704)
                                                                                           ------                ------
          Net cash provided by financing activities                                         3,057                13,099
                                                                                           ------                ------

Net increase in cash and cash equivalents                                                   3,287                 3,579

Cash and cash equivalents at beginning of period                                            2,023                 2,081
                                                                                           ------                ------

Cash and cash equivalents at end of period                                                $ 5,310               $ 5,660
                                                                                           ======                ======

Supplemental disclosure of cash flow information:
  Cash paid during the period for:
    Federal income taxes                                                                  $   825               $   767
                                                                                           ======                ======

    Interest on deposits and borrowings                                                   $12,162               $11,403
                                                                                           ======                ======


Supplemental disclosure of noncash investing activities:
  Unrealized gains (losses) on securities designated as available
    for sale, net of related tax effects                                                  $    87               $  (147)
                                                                                           ======                ======

  Recognition of mortgage servicing rights in accordance with
    SFAS No. 125                                                                          $    29               $    53
                                                                                           ======                ======

  Transfers from loans to real estate acquired through foreclosure                        $    26               $   108
                                                                                           ======                ======

  Transfer of investment securities from held to maturity to an
    available for sale classification                                                     $14,002              $     -
                                                                                           ======                ======
</TABLE>









                                        7


<PAGE>


                          Winton Financial Corporation

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        For the six and three month periods ended March 31, 2001 and 2000


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 accounting  principles  generally accepted in
          the United States of America. Accordingly,  these financial statements
          should  be  read  in  conjunction  with  the  consolidated   financial
          statements and notes thereto of Winton Financial  Corporation ("Winton
          Financial" or the "Corporation") included in the Annual Report on Form
          10-K for the year ended September 30, 2000.  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, 2001,
          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 its  wholly-owned  subsidiary,  The
          Winton Savings and Loan Co. ("Winton  Savings" or the "Company").  All
          significant intercompany items have been eliminated.

3.       Effects of Recent Accounting Pronouncements

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

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

          SFAS No.  133, as amended by SFAS No.  137,  is  effective  for fiscal
          years  beginning  after  June 15,  2000.  On  adoption,  entities  are
          permitted  to  transfer   held-to-maturity   debt  securities  to  the
          available-for-sale  or trading  category without calling into question
          their intent to hold other debt  securities to maturity in the future.
          Management  adopted  SFAS  No.  133  effective  October  1,  2000,  as
          required.  Upon adoption,  management  elected to transfer all held to
          maturity   investment   securities   to   the   available   for   sale
          classification.  The  adoption  of SFAS No. 133 had no other  material
          impact  on  the  Corporation'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, 2001 and 2000


3.       Effects of Recent Accounting Pronouncements (continued)

          In  September  2000,  the FASB  issued  SFAS No. 140  "Accounting  for
          Transfers and  Servicing of Financial  Assets and  Extinguishments  of
          Liabilities,"   which  revises  the  standards  for   accounting   for
          securitizations and other transfers of financial assets and collateral
          and  requires  certain  disclosures,  but  carries  over  most  of the
          provisions  of SFAS No. 125 without  reconsideration.  SFAS No. 140 is
          effective  for  transfers  and  servicing  of  financial   assets  and
          extinguishments  of  liabilities  occurring  after March 31, 2001. The
          Statement  is  effective  for  recognition  and   reclassification  of
          collateral and for disclosures relating to securitization transactions
          and collateral  for fiscal years ending after December 15, 2000.  SFAS
          No. 140 is not expected to have a material effect on the Corporation's
          financial position or results of operations.

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

4.       Earnings Per Share

          Basic  earnings per share for the six- and  three-month  periods ended
          March  31,  2001  is  computed   based  on  4,421,146   and  4,428,258
          weighted-average shares outstanding, respectively.

          Basic  earnings per share for the six- and  three-month  periods ended
          March  31,  2000  is  computed   based  on  4,405,671   and  4,406,457
          weighted-average shares outstanding, respectively.

          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  4,524,437  and 4,537,076 for the six- and
          three-month periods ended March 31, 2001, respectively,  and 4,578,633
          and  4,561,211  for the six- and  three-month  periods ended March 31,
          2000, respectively.

          Incremental  shares  related to the assumed  exercise of stock options
          included in the  calculation  of diluted  earnings  per share  totaled
          103,291 and 108,818 for the six- and  three-month  periods ended March
          31, 2001, and 172,962 and 154,754 for the six- and three-month periods
          ended March 31, 2000, respectively.

          Options to purchase  303,500 and 194,000 shares of common stock with a
          respective  weighted-average  exercise price of $11.17 and $12.56 were
          outstanding  at  March  31,  2001  and  2000,  respectively,  but were
          excluded  from the  computation  of common share  equivalents  because
          their  exercise  prices were greater than the average  market price of
          the common shares.


                                        9


<PAGE>


                          Winton Financial Corporation

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


Discussion of Financial  Condition  Changes from September 30, 2000 to March 31,
2001

The  Corporation  had total  assets  of $469.8  million  at March 31,  2001,  an
increase of $4.6  million,  or 1.0%,  over the  September  30,  2000 total.  The
increase in assets was attributed to a $2.6 million increase in loans receivable
and a $3.3  million  increase  in cash and  interest  bearing  deposits in other
financial  institutions.  This  growth was funded  primarily  by a $4.4  million
increase in deposits.

Cash and cash equivalents totaled $5.3 million at March 31, 2001, an increase of
$3.3  million,  or 162.5%,  over the balance at September  30, 2000.  Investment
securities totaled  approximately $19.4 million at March 31, 2001, a decrease of
approximately  $660,000,  or 3.3%,  from  September 30, 2000 levels.  During the
period, the Corporation reclassified $14.0 million in investment securities held
to maturity to an  available  for sale  classification  in  accordance  with the
adoption of SFAS No. 133. The decrease in  investment  securities  resulted from
sales,  maturities and calls which totaled $14.3  million,  which were partially
offset by purchases of $13.4 million.

Mortgage-backed  securities  totaled $11.7 million at March 31, 2001, a decrease
of  approximately   $907,000,  or  7.2%,  from  September  30,  2000,  primarily
attributable to regular principal repayments during the period.

Loans  receivable  and loans held for sale totaled  $418.0  million at March 31,
2001, an increase of $2.6 million, or .6%, over the level at September 30, 2000.
The increase  resulted from $91.8 million in loan  originations,  which exceeded
sales and principal  repayments of $89.2 million.  Loan originations  during the
six-month  period ended March 31, 2001,  were comprised  predominately  of loans
secured by one- to four-family  residential real estate.  During the period, the
consumers'  preference  changed to a fixed-rate  product,  which resulted in the
volume of loans originated for sale in the secondary market  increasing by $21.0
million, as compared to the same period in fiscal 2000.

At March 31, 2001, the allowance for loan losses of Winton Savings  totaled $1.0
million,  which  remained  relatively  unchanged from the total at September 30,
2000. At March 31, 2001,  the allowance  represented  approximately  .23% of the
total loan portfolio and 43.0% of total nonperforming loans. Nonperforming loans
totaled $2.3 million and $1.2 million at March 31, 2001 and  September 30, 2000,
respectively. At March 31, 2001, the ratio of total nonperforming loans to total
loans  amounted  to  .55%  compared  to  .28%  at  September  30,  2000.  It  is
management's belief that such nonperforming loans are adequately  collateralized
and no loss is anticipated.  Although management believes that its allowance for
loan  losses at March 31,  2001 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 $314.3 million at March 31, 2001, an increase of $4.4 million,
or 1.4%, over September 30, 2000 levels. The increase was primarily attributable
to growth in  transaction  deposits.  Advances  from the Federal  Home Loan Bank
("FHLB")  and other  borrowings  totaled  $114.9  million at March 31,  2001,  a
decrease of $845,000,  or .7%, from September 30, 2000 levels.  Management  used
proceeds from deposit growth to repay overnight  borrowings and to fund new loan
originations.





                                       10


<PAGE>


                          Winton Financial Corporation

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


Discussion of Financial  Condition  Changes from September 30, 2000 to March 31,
2001 (continued)

The Company is required to meet minimum  capital  standards  promulgated  by the
Office of Thrift  Supervision  (the  "OTS").  At March 31, 2001,  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, 2001
and 2000

General

The  Corporation  recorded net earnings for the six months ended March 31, 2001,
totaling  $1.8  million,  compared to net  earnings of $1.7  million for the six
months  ended  March 31,  2000.  The  increase in earnings  was  comprised  of a
$401,000   increase  in  other  income  and  a  $274,000  decrease  in  general,
administrative  and other  expense,  which were  partially  offset by a $498,000
decrease in net  interest  income and a $45,000  increase in the  provision  for
losses on loans.

Net Interest Income

Interest income on loans and mortgage-backed  securities  increased by $212,000,
or 1.3%, for the six months ended March 31, 2001, compared to the same period in
fiscal 2000. The increase  resulted  primarily from a 20 basis point increase in
average  yield,  to 8.03% for the six months  ended  March 31,  2001,  which was
partially offset by a decrease of $5.5 million in the  weighted-average  balance
outstanding, period to period.

Interest income on investment securities and interest-bearing deposits decreased
by $27,000,  or 3.3%,  for the six months ended March 31, 2001,  compared to the
same period in fiscal 2000. The decrease  resulted  primarily from a decrease of
$919,000 in the weighted  average  balance  outstanding and a decline in average
yield of one basis point,  to 5.58%.  During the period,  management  elected to
replace  U.S.  Treasury  securities  which  had  matured  or been sold with U.S.
Government Agency securities with higher yields and similar maturities.

Interest expense on deposits increased by $738,000,  or 9.7%, for the six months
ended March 31, 2001,  compared to the same period in fiscal 2000.  The increase
was  primarily  attributable  to a $1.7  million  increase  in  weighted-average
deposits   outstanding,   coupled  with  a  45  basis  point   increase  in  the
weighted-average  rate  year to  year.  The  weighted-average  cost of  deposits
amounted  to 5.37% and 4.92% for the six months  ended  March 31, 2001 and 2000,
respectively.

Interest  expense on borrowings  decreased by $55,000,  or 1.5%,  during the six
months  ended  March 31,  2001,  compared  to the same  period  in fiscal  2000,
primarily  due to a decrease of $10.9  million in the  weighted-average  balance
outstanding,  period to period. This decrease was partially offset by a 48 basis
point increase in the weighted-average rate, period to period.





                                       11


<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, 2001
and 2000 (continued)

Net Interest Income (continued)

As a result of the foregoing  changes in interest  income and interest  expense,
net interest income decreased by $498,000,  or 7.7%, to $5.9 million for the six
months ended March 31, 2001,  compared to the same period in 2000.  The interest
rate spread  decreased  by 25 basis  points,  to 2.21% for the six months  ended
March 31, 2001, while the net interest margin  decreased by 18 basis points,  to
2.60% for the six months  ended  March 31,  2001,  compared to 2.78% for the six
months ended March 31, 2000.

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 recorded a $90,000 provision
for losses on loans during the six-month  period ended March 31, 2001,  compared
to a provision  of $45,000  recorded  in the 2000  period.  The  current  period
provision reflects a $2.4 million,  or 7.8%, increase in the nonresidential loan
portfolio,  as well as the overall  increase  in  delinquent  and  nonperforming
loans.  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.

The  following  tables  set  forth  information   regarding   delinquent  loans,
nonperforming assets and the allowance for loan losses.
<TABLE>
<CAPTION>

                                                            March 31,             September 30,
                                                                 2001                      2000
                                                                      (Dollars in thousands)
<S>                                                              <C>                       <C>
Loans delinquent
  30 to 89 days                                               $ 7,910                    $5,018
  90 or more days                                               2,350                     1,227
                                                               ------                     -----

         Total delinquent loans                               $10,260                    $6,245
                                                               ======                     =====

Loans accounted for on nonaccrual basis                       $ 2,216                    $1,227
Loans greater than 90 days and still accruing                     134                        -
Other real estate owned                                           610                       716
                                                               ------                     -----

         Total nonperforming assets                           $ 2,960                    $1,943
                                                               ======                     =====

Allowance for loan losses                                     $ 1,007                    $1,000
                                                               ======                     =====

Allowance for loan losses to total loans                         0.23%                     0.23%
Allowance for loan losses to nonperforming loans                42.85%                    81.50%
Allowance for loan losses to nonperforming assets               34.02%                    51.47%
Nonperforming loans to total loans                               0.55%                     0.27%
</TABLE>



                                       12


<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, 2001
and 2000 (continued)


Provision for Losses on Loans (continued)

During the six months ended March 31, 2001, net charge-offs totaled $83,000. The
Company  increased its  provision  for losses on loans by providing  $90,000 and
$45,000 as charges to earnings for the six months ended March 31, 2001 and 2000,
respectively.  Management deemed it prudent to increase the provision due to the
increase  in  nonperforming  assets  period to  period,  and based  upon  actual
charge-offs  incurred  during  the  six  months  ended  March  31,  2001.  While
management  believes  that,  based  on  information  currently  available,   the
allowance  for loan  losses  is  sufficient  to  cover  losses  inherent  in the
Company's  loan portfolio at this time, no assurance can be given that the level
of  allowance  will be  sufficient  to cover  future  loan losses or that future
adjustments  to the  allowance  will not be necessary  if economic  and/or other
conditions  differ   substantially   from  the  economic  and  other  conditions
considered by management in evaluating  the adequacy of the current level of the
allowance.

Other Income

Other income increased by $401,000, or 67.7%, for the six months ended March 31,
2001, compared to the 2000 period,  primarily due to a $346,000 increase in gain
on sale of mortgage loans, coupled with the effects of a $79,000 gain on sale of
investment  securities  available  for  sale  and a  $16,000  increase  in other
operating income,  which were partially offset by a $35,000 decrease in mortgage
servicing  fees  and a  $5,000  loss on sale of  real  estate  acquired  through
foreclosure.  The  increase  in gain on sale of loans  can be  attributed  to an
increase in sales volume year to year.

General, Administrative and Other Expense

General,  administrative  and other expense decreased by $274,000,  or 6.3%, for
the six months  ended March 31, 2001,  compared to the same period in 2000.  The
decrease consisted of declines in other operating expenses of $79,000, or 11.7%,
advertising of $94,000, or 49.0%, federal deposit insurance premiums of $55,000,
or 64.0%, occupancy and equipment of $40,000, or 4.4%, and employee compensation
and benefits of $14,000,  or .6%. These  decreases  were partially  offset by an
increase in  franchise  taxes of $8,000,  or 4.4%.  During the first  quarter of
fiscal 2001,  management  implemented cost reduction  programs which resulted in
the decline in expenses. In addition, the Company's reduced growth rate resulted
in a decreased risk classification and corresponding  decline in federal deposit
insurance premiums period to period.

Federal Income Taxes

The provision for federal  income taxes  amounted to $941,000 for the six months
ended March 31, 2001, an increase of $43,000,  or 4.8%,  over the same period in
2000.  The  increase was due solely to the  increase in earnings  before  income
taxes of $132,000,  or 5.0%, as the effective tax rates were 34.2% and 34.3% for
the six-month periods ended March 31, 2001 and 2000, respectively.


                                       13


<PAGE>


                          Winton Financial Corporation

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


Comparison of Operating Results for the Three-Month Periods ended March 31, 2001
and 2000

General

The Corporation recorded net earnings for the three months ended March 31, 2001,
totaling  $912,000,  compared to net earnings of $827,000 for the same period in
2000, an increase of $85,000,  or 10.3%.  The increase in earnings was comprised
of a $247,000  increase  in other  income and a $140,000  decrease  in  general,
administrative  and other  expense,  which were  partially  offset by a $236,000
decrease in net  interest  income and a $23,000  increase in the  provision  for
losses on loans.

Net Interest Income

Interest income on loans and mortgage-backed securities decreased by $34,000, or
 .4%, for the three  months ended March 31, 2001,  compared to the same period in
2000.  The  decrease  resulted  primarily  from a $7.1  million  decline  in the
weighted-average  balance  outstanding,  period to period,  which was  partially
offset by an increase in average yield of 10 basis points to 7.94% for the three
months ended March 31, 2001.

Interest income on investment securities and interest-bearing deposits decreased
by $27,000,  or 6.4%, for the three months ended March 31, 2001, compared to the
same quarter in 2000.  Quarter to quarter yield decreased by 21 basis points, to
5.49%  for the three  months  ended  March 31,  2001,  and the  average  balance
declined by $806,000,  period to period. During the quarter,  management elected
to replace  U.S.  Treasury  securities  which had matured or been sold with U.S.
Government Agency securities with higher yields and similar maturities.

Interest  expense on deposits  increased  by  $312,000,  or 8.2%,  for the three
months  ended March 31, 2001  compared to the same period in 2000.  The increase
was  primarily  attributable  to a $2.6  million  increase  in  weighted-average
deposits   outstanding,   coupled  with  a  36  basis  point   increase  in  the
weighted-average  rate  year to  year.  The  weighted-average  cost of  deposits
amounted to 5.28% and 4.92% for the three  months ended March 31, 2001 and 2000,
respectively.

Interest expense on borrowings decreased by $137,000,  or 7.0%, during the three
months ended March 31, 2001, compared to the same period in 2000,  primarily due
to a decrease in the  weighted-average  balance  outstanding  of $12.2  million,
period to period.  This  decrease  was  partially  offset by an  increase in the
weighted-average  rate of 17 basis points,  amounting to 6.29% and 6.12% for the
three months ended March 31, 2001 and 2000, respectively.

As a result of the foregoing  changes in interest  income and interest  expense,
net interest  income  decreased by  $236,000,  or 7.3%,  to $3.0 million for the
three  months  ended March 31,  2001,  compared to the same period in 2000.  The
interest rate spread decreased by 20 basis points, to 2.23% for the three months
ended  March 31,  2001,  while the net  interest  margin  decreased  by 15 basis
points,  to 2.61% for the three months  ended March 31, 2001,  compared to 2.76%
for the three months ended March 31, 2000.





                                       14


<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, 2001
and 2000 (continued)

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 recorded a $45,000 provision
for losses on loans during the three-month period ended March 31, 2001, compared
to a provision  of $22,000  recorded  in the 2000  period.  The  current  period
provision  reflects  the growth in the  nonresidential  loan  portfolio  and the
increase in delinquent and nonperforming  loans.  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 $247,000,  or 79.9%, for the three months ended March
31, 2001,  compared to the 2000 period,  primarily due to a $190,000 increase in
gain on sale of mortgage  loans,  coupled  with the effects of a $70,000 gain on
sale of investment  securities  available for sale, a $10,000  increase in other
operating  income  and a $3,000  gain on sale of real  estate  acquired  through
foreclosure,  which were  partially  offset by a $26,000  decrease  in  mortgage
servicing fees.

General, Administrative and Other Expense

General,  administrative  and other expense decreased by $140,000,  or 6.2%, for
the three months ended March 31, 2001,  compared to the same period in 2000. The
decrease consisted of declines in other operating expenses of $31,000,  or 9.3%,
advertising of $61,000, or 53.5%, federal deposit insurance premiums of $24,000,
or 61.5%, occupancy and equipment of $15,000, or 3.2%, and employee compensation
and  benefits  of  $11,000,  or .9%.  Management  continued  its cost  reduction
programs which resulted in the decline in expenses.  In addition,  the Company's
reduced   growth  rate  resulted  in  a  decreased   risk   classification   and
corresponding decline in federal deposit insurance premiums period to period.

Federal Income Taxes

The provision for federal income taxes amounted to $474,000 for the three months
ended March 31, 2001, an increase of $43,000,  or 10.0%, as compared to the same
period in 2000.  The increase was due solely to the increase in earnings  before
income taxes of $128,000,  or 10.2%,  as the  effective tax rates were 34.2% and
34.3% for the three-month periods ended March 31, 2001 and 2000, respectively.


Quantitative and Qualitative Disclosures About Market Risk

There has been no  material  change in the  Corporation's  market risk since the
Corporation's  Form 10-K filed with the Securities  and Exchange  Commission for
the fiscal year ended September 30, 2000.




                                       15


<PAGE>


                          Winton Financial Corporation

                                     PART II


ITEM 1.  Legal Proceedings

          Not applicable

ITEM 2.  Changes in Securities and Use of Proceeds

         Not applicable

ITEM 3.  Defaults Upon Senior Securities

         Not applicable

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

         Not applicable

ITEM 5.  Other Information

         None

ITEM 6.  Exhibits and Reports on Form 8-K

         (a)      None

         (b)      None

























                                       16


<PAGE>

                                   SIGNATURES


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





Date:      May 14, 2001                        By: /s/Robert L. Bollin
       -----------------------                     --------------------------
                                                     Robert L. Bollin
                                                     President





Date:      May 14, 2001                        By: /s/Jill M. Burke
       -----------------------                     --------------------------
                                                     Jill M. Burke
                                                     Chief Financial Officer




































                                       17