FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

(Mark One)

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

For the quarterly period ended                December 31, 2000
                                ----------------------------------------------

                                       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 February 9, 2001, the latest  practicable  date,  4,428,014  shares of the
registrant's common stock, no par value, were issued and outstanding.










                               Page 1 of 14 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                                              13

SIGNATURES                                                               14



<PAGE>


                          Winton Financial Corporation
<TABLE>
<CAPTION>

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)

                                                                                     December 31,         September 30,
         ASSETS                                                                              2000                  2000

<S>                                                                                         <C>                    <C>
Cash and due from banks                                                                  $  1,621              $  1,351
Interest-bearing deposits in other financial institutions                                     888                   672
                                                                                          -------               -------
         Cash and cash equivalents                                                          2,509                 2,023

Investment securities available for sale - at market                                       20,331                 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                                     329                   345
Mortgage-backed securities held to maturity - at cost, approximate
  market value of $11,542 and $11,850 at December 31, 2000 and
  September 30, 2000, respectively                                                         11,788                12,267
Loans receivable - net                                                                    411,617               413,904
Loans held for sale - at lower of cost or market                                            3,522                 1,543
Office premises and equipment - net                                                         3,395                 3,418
Real estate acquired through foreclosure                                                      613                   716
Federal Home Loan Bank stock - at cost                                                      7,072                 6,941
Accrued interest receivable                                                                 3,243                 3,245
Prepaid expenses and other assets                                                             617                   502
Intangible assets - net                                                                       264                   280
                                                                                          -------               -------

         Total assets                                                                    $465,300              $465,214
                                                                                          =======               =======

         LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits                                                                                 $311,607              $309,889
Advances from the Federal Home Loan Bank                                                  110,549               113,720
Other borrowed money                                                                        2,000                 2,000
Accounts payable on mortgage loans serviced for others                                        777                   786
Advance payments by borrowers for taxes and insurance                                       2,054                 1,148
Other liabilities                                                                           1,289                 1,678
Accrued federal income taxes                                                                  442                   274
Deferred federal income taxes                                                               1,806                 1,713
                                                                                          -------               -------
         Total liabilities                                                                430,524               431,208

Commitments                                                                                    -                     -

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; 4,420,014 and 4,412,014 shares issued and outstanding
    at December 31, 2000 and September 30, 2000, respectively                                  -                     -
  Additional paid-in capital                                                               10,026                 9,972
  Retained earnings - restricted                                                           24,128                23,593
  Accumulated comprehensive income, unrealized gains on securities
    designated as available for sale, net of related tax effects                              622                   441
                                                                                          -------               -------
         Total shareholders' equity                                                        34,776                34,006
                                                                                          -------               -------

         Total liabilities and shareholders' equity                                      $465,300              $465,214
                                                                                          =======               =======
</TABLE>


                                        3


<PAGE>


                          Winton Financial Corporation
<TABLE>
<CAPTION>

                       CONSOLIDATED STATEMENTS OF EARNINGS

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

                                                                                            2000                   1999
<S>                                                                                          <C>                   <C>
Interest income
  Loans                                                                                   $8,475                 $8,228
  Mortgage-backed securities                                                                 195                    196
  Investment securities                                                                      277                    305
  Interest-bearing deposits and other                                                        126                     98
                                                                                           -----                  -----
         Total interest income                                                             9,073                  8,827

Interest expense
  Deposits                                                                                 4,249                  3,823
  Borrowings                                                                               1,866                  1,784
                                                                                           -----                  -----
         Total interest expense                                                            6,115                  5,607
                                                                                           -----                  -----

         Net interest income                                                               2,958                  3,220

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

         Net interest income after provision
           for losses on loans                                                             2,913                  3,197

Other income
  Gain on sale of mortgage loans                                                             206                     50
  Mortgage servicing fees                                                                     68                     77
  Gain on sale of investment securities designated as
    available for sale                                                                         9                     -
  Loss on sale of real estate acquired through foreclosure                                    (8)                    -
  Other operating                                                                            162                    156
                                                                                           -----                  -----
         Total other income                                                                  437                    283

General, administrative and other expense
  Employee compensation and benefits                                                       1,101                  1,104
  Occupancy and equipment                                                                    416                    441
  Federal deposit insurance premiums                                                          16                     47
  Franchise taxes                                                                             95                     91
  Amortization of intangible assets                                                           16                     15
  Advertising                                                                                 45                     78
  Other operating                                                                            294                    341
                                                                                           -----                  -----
         Total general, administrative and other expense                                   1,983                  2,117
                                                                                           -----                  -----

         Earnings before income taxes                                                      1,367                  1,363

Federal income taxes
  Current                                                                                    466                    435
  Deferred                                                                                     1                     32
                                                                                           -----                  -----
         Total federal income taxes                                                          467                    467
                                                                                           -----                  -----

         NET EARNINGS                                                                     $  900                 $  896
                                                                                           =====                  =====

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

           Diluted                                                                          $.20                   $.19
                                                                                             ===                    ===

         DIVIDENDS PAID PER COMMON SHARE                                                  $.0825                  $.080
                                                                                           =====                   ====
</TABLE>

                                        4


<PAGE>


                          Winton Financial Corporation
<TABLE>
<CAPTION>

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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


                                                                                               2000                1999
<S>                                                                                            <C>                 <C>
Net earnings                                                                                 $  900                $896

Other comprehensive income, net of taxes:
  Unrealized holding gains (losses) on securities
    during the period, net of taxes (benefits) of $58
    and $(25) for 2000 and 1999, respectively                                                   113                 (49)

Reclassification adjustment for realized gains included
  in earnings, net of tax of $3 in 2000                                                          (6)                 -
                                                                                              -----                 ---

Comprehensive income                                                                         $1,007                $847
                                                                                              =====                 ===

Accumulated comprehensive income                                                             $  622                $555
                                                                                              =====                 ===
</TABLE>






























                                        5



<PAGE>


                          Winton Financial Corporation
<TABLE>
<CAPTION>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

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

                                                                                             2000                  1999
<S>                                                                                         <C>                    <C>
Cash flows provided by (used in) operating activities:
  Net earnings for the period                                                             $   900               $   896
  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                                                               15                    12
    Amortization of deferred loan origination fees                                            (35)                  (19)
    Depreciation and amortization                                                             119                   134
    Amortization of intangible assets                                                          16                    15
    Provision for losses on loans                                                              45                    23
    Gain on sale of securities designated as available for sale                                (9)                   -
    Loss on sale of real estate acquired through foreclosure                                    8                    -
    (Gain) loss on sale of mortgage loans                                                    (187)                    3
    Loans disbursed for sale in the secondary market                                      (16,769)              (14,250)
    Proceeds from sale of loans in the secondary market                                    14,977                15,264
    Federal Home Loan Bank stock dividends                                                   (131)                 (108)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable on loans, mortgage-backed securities,
        investments and interest bearing deposits                                               2                   187
      Prepaid expenses and other assets                                                      (115)                   33
      Accounts payable on mortgage loans serviced for others                                   (9)                   20
      Other liabilities                                                                      (389)                 (127)
      Federal income taxes
        Current                                                                               168                   435
        Deferred                                                                                1                    32
                                                                                           ------                ------
          Net cash provided by (used in) operating activities                              (1,393)                2,550

Cash flows provided by (used in) investing activities:
  Principal repayments on mortgage-backed securities                                          485                   381
  Proceeds from maturity of investment securities                                           1,750                   500
  Proceeds from sale of investment securities designated as
    available for sale                                                                      2,507                    -
  Purchase of investment securities designated as held to maturity                             -                 (1,255)
  Purchase of investment securities designated as available for sale                       (4,281)                   -
  Purchase of Federal Home Loan Bank stock                                                     -                   (543)
  Loan principal repayments                                                                15,348                19,802
  Loan disbursements                                                                      (13,071)              (27,553)
  Proceeds from sale of real estate acquired through foreclosure                               90                    -
  Purchase of office premises and equipment                                                   (91)                 (102)
  Additions to real estate acquired through foreclosure                                        -                    (15)
                                                                                           ------                ------
          Net cash provided by (used in) investing activities                               2,737                (8,785)
                                                                                           ------                ------

          Net cash provided by (used in) operating and investing
            activities (balance carried forward)                                            1,344                (6,235)
                                                                                           ------                ------
</TABLE>



                                        6


<PAGE>


                          Winton Financial Corporation
<TABLE>
<CAPTION>

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

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

                                                                                             2000                  1999
<S>                                                                                           <C>                  <C>
          Net cash provided by (used in) operating and investing
            activities (balance brought forward)                                          $ 1,344               $(6,235)

Cash flows provided by (used in) financing activities:
  Net increase (decrease) in deposit accounts                                               3,718                (4,935)
  Repayments of Federal Home Loan Bank advances                                           (18,171)              (11,162)
  Proceeds from Federal Home Loan Bank advances
      and other borrowings                                                                 13,000                20,000
  Advances by borrowers for taxes and insurance                                               906                   838
  Proceeds from issuance of shares under stock
      option and compensation plans                                                            54                    10
  Dividends paid on common stock                                                             (365)                 (352)
                                                                                           ------                ------
          Net cash provided by (used in) financing activities                                (858)                4,399
                                                                                           ------                ------

Net increase in cash and cash equivalents                                                     486                   164

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

Cash and cash equivalents at end of period                                                $ 2,509               $ 2,245
                                                                                           ======                ======

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

    Interest on deposits and borrowings                                                   $ 6,231               $ 5,552
                                                                                           ======                ======


Supplemental disclosure of noncash investing activities:
  Unrealized gains (losses) on securities designated as available
    for sale, net of related tax effects                                                  $   107               $   (49)
                                                                                           ======                ======

  Recognition of mortgage servicing rights in accordance with
    SFAS No. 125                                                                          $    19               $    53
                                                                                           ======                ======

  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 three month periods ended December 31, 2000 and 1999


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   ("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 three month period ended
         December 31, 2000, 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.









                                       8


<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          For the three month periods ended December 31, 2000 and 1999


3.       Effects of Recent Accounting Pronouncements (continued)

         SFAS No. 133, as amended by SFAS No. 137, is effective for fiscal years
         beginning  after June 15, 2000. On adoption,  entities are permitted to
         transfer  held-to-maturity debt securities to the available-for-sale or
         trading  category  without  calling into question  their intent to hold
         other debt  securities  to maturity in the future.  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.

         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 three-month periods ended December 31,
         2000  and  1999,   is  computed   based  on  4,414,188   and  4,404,752
         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  4,525,729 and 4,604,650 for the three-month  periods
         ended December 31, 2000 and 1999, respectively.

         Incremental  shares  related to the assumed  exercise of stock  options
         included  in the  calculation  of diluted  earnings  per share  totaled
         111,541 and 199,898 for the three-month periods ended December 31, 2000
         and 1999, respectively.

         Options to  purchase  186,000  shares of common  stock with an exercise
         price of $12.53 were  outstanding  as of December  31,  2000,  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 December
31, 2000

The Corporation  had total assets of $465.3 million at December 31, 2000,  which
remained relatively unchanged from the level at September 30, 2000.

Cash and cash equivalents totaled $2.5 million at December 31, 2000, an increase
of  $486,000,  or 24.0%,  over the balance at  September  30,  2000.  Investment
securities totaled approximately $20.3 million at December 31, 2000, an increase
of approximately  $301,000,  or 1.5%, from September 30, 2000 levels. During the
quarter,  the Corporation  reclassified  $14.0 million in investment  securities
held to maturity to an available for sale classification in accordance with SFAS
No. 133. The increase in investment  securities  resulted from purchases of $4.3
million and a $273,000  increase in unrealized  gains on securities,  which were
partially offset by sales and maturities of $4.3 million.

Mortgage-backed  securities totaled  approximately $12.1 million at December 31,
2000, a decrease of  approximately  $495,000,  or 3.9%, from September 30, 2000,
primarily attributable to regular principal repayments during the period.

Loans  receivable and loans held for sale totaled $415.1 million at December 31,
2000, a decrease of $308,000, or 0.1%, from the level at September 30, 2000. The
decrease  resulted  from  $14.8  million  in loan  sales  and $15.3  million  in
principal  repayments,  which  exceeded  originations  of  $29.8  million.  Loan
originations  during the three  month  period  ended  December  31,  2000,  were
comprised predominately of one- to four-family loans.

At December 31, 2000,  the allowance for loan losses of Winton  Savings  totaled
$1.0 million,  an increase of $5,000 over the level  maintained at September 30,
2000. At December 31, 2000, the allowance represented  approximately .23% of the
total loan  portfolio  and 153.0% of total  nonperforming  loans.  Nonperforming
loans  totaled  $657,000 and $1.2 million at December 31, 2000 and September 30,
2000, respectively. At December 31, 2000, the ratio of total nonperforming loans
to total loans  amounted to .15%  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 December 31, 2000 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  $311.6  million at  December  31,  2000,  an increase of $1.7
million,  or 0.6%,  over  September 30, 2000 levels.  The increase was primarily
attributable to growth in checking account deposits during the quarter.

Advances from the FHLB totaled  $110.5  million at December 31, 2000, a decrease
of $3.2  million,  or 2.8%,  from  September  30, 2000  levels.  The decrease in
advances was due to a reduction in overnight borrowings.





                                       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 December
31, 2000 (continued)

The Company is required to meet minimum  capital  standards  promulgated  by the
Office of Thrift  Supervision  (the "OTS").  At December 31, 2000, the Company's
regulatory capital was well in excess of such minimum capital requirements.


Comparison of Operating  Results for the Three Month Periods ended  December 31,
2000 and 1999

General

The  Corporation  recorded net earnings for the three months ended  December 31,
2000,  totaling  $900,000,  compared to net  earnings  of $896,000  for the same
period in 1999. The increase in earnings was comprised of a $154,000 increase in
other  income and a  $134,000  decrease  in  general,  administrative  and other
expense,  which were  partially  offset by a $262,000  decrease in net  interest
income and a $22,000 increase in the provision for losses on loans.

Net Interest Income

Interest income on loans and mortgage-backed  securities  increased by $246,000,
or 2.9%,  for the three  months ended  December  31, 2000,  compared to the same
period in 1999. The increase  resulted  primarily from a 37 basis point increase
in average yield,  to 8.19% for the three months ended December 31, 2000,  which
was  partially  offset by a decrease  of $7.2  million  in the  weighted-average
balance outstanding, period to period.

Interest income on investment securities and interest-bearing  deposits remained
unchanged  for the three  months ended  December 31, 2000,  compared to the same
quarter in 1999. Quarter to quarter yield increased by 22 basis points, to 5.70%
for the three months ended December 31, 2000, but the average  balance  declined
by $1.1 million,  period to period.  During the quarter,  management  elected to
replace U.S. Treasury securities which had matured or been sold with bullet U.S.
Government Agency securities with higher yields and similar maturities.

Interest  expense on deposits  increased  by $426,000,  or 11.1%,  for the three
months ended December 31, 2000 compared to the same period in 1999. The increase
was  primarily  attributable  to a $1.9  million  increase  in  weighted-average
deposits   outstanding,   coupled  with  a  51  basis  point   increase  in  the
weighted-average  rate  year to  year.  The  weighted-average  cost of  deposits
increased  during the period,  amounting to 5.44% and 4.93% for the three months
ended December 31, 2000 and 1999, respectively.

Interest expense on borrowings  increased by $82,000,  or 4.6%, during the three
months ended December 31, 2000,  compared to the same period in 1999,  primarily
due to an increase  in the  weighted-average  cost of FHLB  advances of 86 basis
points,  to 6.76% from 5.90% during the three month periods  ended  December 31,
2000 and 1999, respectively. The increased cost factor was partially offset by a
decline in  weighted-average  balance  outstanding of $10.6  million,  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 Three Month Periods ended  December 31,
2000 and 1999 (continued)

Net Interest Income (continued)

As a result of the foregoing  changes in interest  income and interest  expense,
net interest  income  decreased by  $262,000,  or 8.1%,  to $3.0 million for the
three months ended  December 31, 2000,  compared to the same period in 1999. The
interest rate spread decreased by 22 basis points, to 2.25% for the three months
ended  December 31, 2000,  while the net interest  margin  decreased by 18 basis
points, to 2.62% for the three months ended December 31, 2000, compared to 2.80%
for the three months ended December 31, 1999.

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  December  31, 2000,
compared to a provision  of $23,000  recorded  in the 1999  period.  The current
period  provision  reflects the growth in the  nonresidential  and consumer loan
portfolios  year to year.  There can be no assurance that the allowance for loan
losses of the Company will be adequate to cover losses on  nonperforming  assets
in the future.

Other Income

Other  income  increased  by  $154,000,  or 54.4%,  for the three  months  ended
December 31,  2000,  compared to the 1999  period,  primarily  due to a $156,000
increase in gain on sale of mortgage loans, coupled with the effects of a $9,000
gain on sale of investment  securities  available for sale and a $6,000 increase
in other operating  income,  which were partially offset by a $9,000 decrease in
mortgage  servicing  fees and an  $8,000  loss on sale of real  estate  acquired
through foreclosure.

General, Administrative and Other Expense

General,  administrative  and other expense decreased by $134,000,  or 6.3%, for
the three months ended  December 31, 2000,  compared to the same period in 1999.
The  decrease  consisted  of  declines in other  expenses of $47,000,  or 13.8%,
advertising of $33,000, or 42.3%, federal deposit insurance premiums of $31,000,
or 66.0%, occupancy and equipment of $25,000, or 5.7%, and employee compensation
and benefits of $3,000,  or 0.3%.  These  decreases were partially  offset by an
increase in  franchise  tax of $4,000,  or 4.4%.  During the three  months ended
December 31, 2000, 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 FDIC
insurance premiums period to period.

Federal Income Taxes

The provision for federal income taxes amounted to $467,000 for the three months
ended  December 31, 2000,  unchanged from the same period in 1999. The effective
tax rates were 34.2% and 34.3% for the three month  periods  ended  December 31,
2000 and 1999, respectively.



                                       12


<PAGE>


                          Winton Financial Corporation

                                     PART II


ITEM 1.  Legal Proceedings

         Not applicable

ITEM 2.  Changes in Securities and Use of Proceeds

         Not applicable

ITEM 3.  Defaults Upon Senior Securities

         Not applicable

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

          On January 26,  2001,  the Annual  Meeting of  Shareholders  of Winton
          Financial  Corporation was held. The following matters were voted upon
          by the shareholders, as follows:

          1)   To consider and vote upon the adoption of an amendment to Section
               2.02(A) of the WFC Code of  Regulations  (the  "Regulations")  to
               reduce the number of  directors  from nine to seven and to reduce
               the number of classes of directors from three to two.

               For:  2,661,114         Against:  156,824        Abstain:  25,409

          2)   Three   directors  were  nominated  for   re-election   and  were
               re-elected for terms expiring in 2002,  pursuant to the following
               respective votes:

               Robert E. Hoeweler      For:  3,622,584          Abstain:  43,101
               Timothy M. Mooney       For:  3,622,584          Abstain:  43,101
               J. Clay Stinnett        For:  3,607,234          Abstain:  58,451

          3)   Four directors were nominated for re-election and were re-elected
               for terms expiring in 2003, pursuant to the following  respective
               votes:

               Robert L. Bollin        For:  3,592,860          Abstain:  72,825
               Thomas H. Humes         For:  3,622,164          Abstain:  43,521
               William J. Parchman     For:  3,622,584          Abstain:  43,101
               Henry L. Schulhoff      For:  3,622,164          Abstain:  43,521

          4)   The  ratification  of the selection of Grant  Thornton LLP as the
               auditors of Winton Financial for the current fiscal year.

               For:  3,621,609         Against:  40,361         Abstain:  3,715

ITEM 5.  Other Information

         None

ITEM 6.  Exhibits and Reports on Form 8-K

         None


                                       13


<PAGE>

                                   SIGNATURES


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





Date:      February 12, 2001                        By: /s/Robert L. Bollin
       ------------------------                         -----------------------
                                                          Robert L. Bollin
                                                          President





Date:      February 12, 2001                        By: /s/Jill M. Burke
       ------------------------                         -----------------------
                                                          Jill M. Burke
                                                         Chief Financial Officer




































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