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               June 30, 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 August 11, 2000,  the latest  practicable  date,  4,411,514  shares of the
registrant's common stock, no par value, were issued and outstanding.










                               Page 1 of 16 pages

<PAGE>


                          Winton Financial Corporation

                                      INDEX

                                                                         Page

PART I   -  FINANCIAL INFORMATION

            Consolidated Statements of Financial Condition                  3

            Consolidated Statements of Operations                           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                                              15

SIGNATURES                                                                 16



<PAGE>


                          Winton Financial Corporation
<TABLE>
<CAPTION>

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)

                                                                                         June 30,         September 30,
         ASSETS                                                                              2000                  1999

<S>                                                                                       <C>                      <C>
Cash and due from banks                                                                  $  1,677              $  1,647
Interest-bearing deposits in other financial institutions                                     793                   434
                                                                                          -------               -------
         Cash and cash equivalents                                                          2,470                 2,081

Investment securities available for sale - at market                                        3,096                 5,503
Investment securities held to maturity - at cost, approximate market
  value of $17,932 and $16,774 at June 30, 2000 and September 30, 1999,
  respectively                                                                             18,115                16,882
Mortgage-backed securities available for sale - at market                                     358                   410
Mortgage-backed securities held to maturity - at cost, approximate
  market value of $12,028 and $13,058 at June 30, 2000 and
  September 30, 1999, respectively                                                         12,536                13,533
Loans receivable - net                                                                    420,162               411,058
Loans held for sale - at lower of cost or market                                            3,601                 2,492
Office premises and equipment - net                                                         3,519                 3,708
Real estate acquired through foreclosure                                                      646                   492
Federal Home Loan Bank stock - at cost                                                      6,813                 5,925
Accrued interest receivable                                                                 3,316                 3,227
Prepaid expenses and other assets                                                             561                   433
Intangible assets - net                                                                       295                   341
Prepaid federal income taxes                                                                   -                    193
                                                                                          -------               -------

         Total assets                                                                    $475,488              $466,278
                                                                                          =======               =======

         LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits                                                                                 $319,294               $312,072
Advances from the Federal Home Loan Bank                                                  118,389               116,532
Accounts payable on mortgage loans serviced for others                                        812                   838
Advance payments by borrowers for taxes and insurance                                         193                 1,023
Other liabilities                                                                           1,562                 1,990
Accrued federal income taxes                                                                   99                    -
Deferred federal income taxes                                                               1,613                 1,683
                                                                                          -------               -------
         Total liabilities                                                                441,962               434,138

Shareholders' equity
  Preferred stock - 2,000,000 shares without par value
    authorized; no shares issued and outstanding                                               -                     -
  Common stock - 18,000,000 shares without par value
    authorized; 4,411,514 and 4,403,714 shares outstanding
    at June 30, 2000 and September 30, 1999, respectively                                      -                     -
  Additional paid-in capital                                                                9,969                 9,917
  Retained earnings - restricted                                                           23,229                21,619
  Accumulated comprehensive income, unrealized gains on securities
    designated as available for sale, net of related tax effects                              328                   604
                                                                                          -------               -------
         Total shareholders' equity                                                        33,526                32,140
                                                                                          -------               -------

         Total liabilities and shareholders' equity                                      $475,488              $466,278
                                                                                          =======               =======

</TABLE>


                                        3


<PAGE>


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


                                                                   Nine months ended                 Three months ended
                                                                        June 30,                          June 30,
                                                                   2000           1999              2000           1999
<S>                                                                <C>           <C>                <C>             <C>
Interest income
  Loans                                                         $25,058        $22,265            $8,490         $7,685
  Mortgage-backed securities                                        586            676               195            208
  Investment securities                                             906            891               289            291
  Interest-bearing deposits and other                               330            395               121            111
                                                                 ------         ------             -----          -----
         Total interest income                                   26,880         24,227             9,095          8,295

Interest expense
  Deposits                                                       11,668         11,339             4,052          3,804
  Borrowings                                                      5,648          3,556             1,914          1,301
                                                                 ------         ------             -----          -----
         Total interest expense                                  17,316         14,895             5,966          5,105
                                                                 ------         ------             -----          -----

         Net interest income                                      9,564          9,332             3,129          3,190

Provision for losses on loans                                        83            145                38             98
                                                                 ------         ------             -----          -----

         Net interest income after provision
           for losses on loans                                    9,481          9,187             3,091          3,092

Other income
  Gain on sale of mortgage loans                                    267          1,211               141            210
  Mortgage-servicing fees                                           225             75                70             51
  Gain on sale of investments                                         8             -                  8             -
  Gain on sale of real estate acquired through
    foreclosure                                                      -              70                -              36
  Other operating                                                   476            489               165            160
                                                                 ------         ------             -----          -----
         Total other income                                         976          1,845               384            457

General, administrative and other expense
  Employee compensation and benefits                              3,372          3,210             1,086          1,127
  Occupancy and equipment                                         1,347          1,367               440            478
  Franchise taxes                                                   275            271                92             91
  Federal deposit insurance premiums                                125            133                39             45
  Amortization of intangible assets                                  46             46                15             15
  Advertising                                                       259            197                67             60
  Other operating                                                   973          1,162               297            331
  Merger-related expenses                                            -           1,574                -           1,574
                                                                 ------         ------             -----          -----
         Total general, administrative and other expense          6,397          7,960             2,036          3,721
                                                                 ------         ------             -----          -----

         Earnings (loss) before income taxes                      4,060          3,072             1,439           (172)

Federal income taxes
  Current                                                         1,315          1,152               457            (33)
  Deferred                                                           77             14                37             97
                                                                 ------         ------             -----          -----
         Total federal income taxes                               1,392          1,166               494             64
                                                                 ------         ------             -----          -----

         NET EARNINGS (LOSS)                                    $ 2,668        $ 1,906            $  945         $ (236)
                                                                 ======         ======             =====          =====

         EARNINGS (LOSS) PER SHARE
           Basic                                                   $.61           $.43              $.21          $(.05)
                                                                    ===            ===               ===           ====

           Diluted                                                 $.58           $.42              $.21          $(.05)
                                                                    ===            ===               ===           ====

         Dividends per share                                      $0.24         $0.219             $0.08         $0.075
                                                                   ====          =====              ====          =====

</TABLE>


                                        4


<PAGE>


                          Winton Financial Corporation
<TABLE>
<CAPTION>

             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

                                 (In thousands)


                                                                       Nine months ended              Three months ended
                                                                             June 30,                       June 30,
                                                                       2000         1999              2000         1999
<S>                                                                   <C>            <C>               <C>          <C>
Net earnings (loss)                                                  $2,668       $1,906              $945        $(236)

Other comprehensive income (loss), net of tax:
  Reclassification adjustment for realized gains included in
    earnings, net of tax of $3 for the nine and three months
    ended June 30, 2000                                                  (5)          -                 (5)          -

  Unrealized holding losses on securities during the period,
    net of tax of $(145), $(110), $(66) and $(35) in the
    respective periods                                                 (271)        (213)             (174)         (68)
                                                                      -----        -----               ---         ----

Comprehensive income (loss)                                          $2,392       $1,693              $816        $(304)
                                                                      =====        =====               ===         ====

Accumulated comprehensive income                                     $  328       $  377              $328        $ 377
                                                                      =====        =====               ===         ====


</TABLE>


























                                        5



<PAGE>


                          Winton Financial Corporation
<TABLE>
<CAPTION>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                       For the nine months ended June 30,
                                 (In thousands)
                                                                                               2000                1999
<S>                                                                                            <C>                  <C>
Cash flows from operating activities:
  Net earnings for the period                                                               $ 2,668             $ 1,906
  Adjustments to reconcile net earnings to net cash
  provided by (used in) operating activities:
    Amortization of premiums on investments and
      mortgage-backed securities                                                                 41                  48
    Amortization of deferred loan origination fees                                              (36)                (78)
    Depreciation                                                                                405                 396
    Amortization of intangible assets                                                            46                  46
    Gain on sale of mortgage loans                                                             (188)             (1,022)
    Provision for losses on loans                                                                83                 145
    Loans disbursed for sale in the secondary market                                        (36,777)            (81,481)
    Proceeds from sale of loans in the secondary market                                      35,856              85,726
    Loss on merger-related disposition of office premises and equipment                          -                  174
    Gain on sale of real estate acquired through foreclosure                                     -                  (70)
    Gain on sale of investment securities                                                        (8)                 -
    Federal Home Loan Bank stock dividends                                                     (345)               (248)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable on loans                                                      (68)                (13)
      Accrued interest receivable on mortgage-backed securities                                   2                  24
      Accrued interest receivable on investments                                                (23)                 19
      Prepaid expenses and other assets                                                        (128)                 51
      Accounts payable on mortgage loans serviced for others                                    (26)                (87)
      Other liabilities                                                                        (428)                586
      Federal income taxes
        Current                                                                                 292                (419)
        Deferred                                                                                 77                  14
                                                                                             ------              ------
         Net cash provided by operating activities                                            1,443               5,717

Cash flows from investing activities:
  Principal repayments on mortgage-backed securities                                          1,022               2,239
  Proceeds from maturity of investment securities                                                -                7,800
  Proceeds from maturity of investment securities designated as
    available for sale                                                                          500                 100
  Proceeds from sales of investment securities designated as available for sale               1,500                  -
  Purchase of investment securities designated held to maturity                              (1,255)             (9,076)
  Loan principal repayments                                                                  64,870              95,452
  Loan disbursements                                                                        (74,021)           (152,531)
  Proceeds from the sale of real estate acquired through foreclosure                             -                  403
  Purchase of office premises and equipment                                                    (202)               (467)
  Additions to real estate acquired through foreclosure                                        (168)                 -
  Purchase of Federal Home Loan Bank stock                                                     (543)               (499)
                                                                                             ------              ------
         Net cash used in investing activities                                               (8,297)            (56,579)
                                                                                             ------              ------

         Net cash used in operating and investing
           activities (balance carried forward)                                              (6,854)            (50,862)
                                                                                             ------              ------
</TABLE>


                                        6


<PAGE>


                          Winton Financial Corporation
<TABLE>
<CAPTION>

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                       For the nine months ended June 30,
                                 (In thousands)


                                                                                               2000                1999
<S>                                                                                            <C>                 <C>
         Net cash used in operating and investing
           activities (balance brought forward)                                             $(6,854)           $(50,862)

Cash flows from financing activities:
  Net increase in deposit accounts                                                            7,222              12,969
  Proceeds from Federal Home Loan Bank advances                                              54,350              49,000
  Repayment of Federal Home Loan Bank advances                                              (52,493)            (13,713)
  Advances by borrowers for taxes and insurance                                                (830)               (625)
  Proceeds from exercise of stock options                                                        52                  46
  Dividends paid on common stock                                                             (1,058)               (961)
                                                                                             ------             -------
         Net cash provided by financing activities                                            7,243              46,716
                                                                                             ------             -------

Net increase (decrease) in cash and cash equivalents                                            389              (4,146)

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

Cash and cash equivalents at end of period                                                  $ 2,470            $  2,930
                                                                                             ======             =======


Supplemental disclosure of cash flow information:
  Cash paid during the year for:
    Federal income taxes                                                                    $ 1,027            $  1,580
                                                                                             ======             =======

    Interest on deposits and borrowings                                                     $17,249            $ 14,699
                                                                                             ======             =======

Supplemental disclosure of noncash investing activities:
  Transfers from loans to real estate acquired through foreclosure                          $   168            $    233
                                                                                             ======             =======

  Unrealized losses on securities designated as available for sale,
    net of related tax effects                                                              $  (276)           $   (213)
                                                                                             ======             =======

  Recognition of mortgage servicing rights in accordance with
    SFAS No. 125                                                                            $    79            $    189
                                                                                             ======             =======
</TABLE>










                                        7


<PAGE>


                          Winton Financial Corporation

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

             For the nine month periods ended June 30, 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, 1999. However, all adjustments (consisting of only normal recurring
         accruals) which, in the opinion of management, are necessary for a fair
         presentation  of  the  consolidated   financial  statements  have  been
         included.  The  results  of  operations  for the nine and  three  month
         periods  ended June 30, 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 nine month periods ended June 30, 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.  SFAS No. 133 is not
         expected  to have a  material  impact on Winton  Financial's  financial
         position or results of operations.

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

4.       Earnings (Loss) Per Share

         Basic  earnings  per share for the nine and three month  periods  ended
         June  30,  2000  is  computed   based  on   4,407,591   and   4,411,514
         weighted-average shares outstanding, respectively.

         Basic  earnings  (loss) per share for the nine and three month  periods
         ended  June 30,  1999 is  computed  based on  4,393,052  and  4,396,591
         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  4,561,925 and 4,532,980 for the nine and three month
         periods  ended June 30, 2000,  and 4,583,924 and 4,396,591 for the nine
         and three month periods ended June 30, 1999, respectively.

         Incremental  shares  related to the assumed  exercise of stock  options
         included  in the  calculation  of diluted  earnings  per share  totaled
         154,334 and 121,466 for the nine and three month periods ended June 30,
         2000, and 190,872 for the nine month period ended June 30, 1999.  There
         were no  incremental  shares  related to the assumed  exercise of stock
         options for the three month period ended June 30, 1999.

         Options to purchase  193,000 and 134,000  shares of common stock with a
         weighted-average  exercise price of $12.55 and $13.25 were  outstanding
         at June 30, 2000 and 1999,  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, 1999 to June 30,
2000

At June 30,  2000,  the  Corporation  had total  assets of  $475.5  million,  an
increase of approximately $9.2 million, or 2.0%, over the level at September 30,
1999.  The  growth in assets  was  funded by an  increase  in  deposits  of $7.2
million,  an  increase  in  Federal  Home Loan Bank  ("FHLB")  advances  of $1.9
million,  or 1.6%, and  undistributed  net earnings of $1.6 million,  which were
partially offset by a decrease in other liabilities of $428,000.

Cash and cash equivalents  totaled $2.5 million at June 30, 2000, an increase of
$389,000,  or  18.7%,  over  the  balance  at  September  30,  1999.  Investment
securities totaled  approximately  $21.2 million at June 30, 2000, a decrease of
approximately $1.2 million, or 5.2%, from September 30, 1999 levels, as sales of
securities designated as available for sale and maturities and called securities
of $2.0 million  exceeded  purchases of $1.3 million.  Additionally,  investment
securities  designated  as  available  for  sale  declined  in  market  value by
approximately $400,000.

Mortgage-backed securities totaled approximately $12.9 million at June 30, 2000,
a decrease of  approximately  $1.0 million,  or 7.5%,  since September 30, 1999,
primarily attributable to regular principal repayments during the period.

Loans  receivable  and loans held for sale  totaled  $423.8  million at June 30,
2000, an increase of  approximately  $10.2 million,  or 2.5%,  over the level at
September 30, 1999. The increase  resulted  primarily from loan  originations of
$110.8 million,  which were partially  offset by loan sales of $35.6 million and
principal  repayments of $64.9 million.  Loan originations during the nine month
period ended June 30, 2000, were comprised  predominately of one- to four-family
loans.

At June 30, 2000, the allowance for loan losses of Winton  Savings  totaled $1.0
million, an increase of $66,000 over the level maintained at September 30, 1999.
At June 30, 2000,  the allowance  represented  approximately  0.23% of the total
loan portfolio and 101.42% of total  nonperforming  loans.  Nonperforming  loans
totaled  $1.2  million and  $246,000 at June 30, 2000 and  September  30,  1999,
respectively.  At June 30, 2000, the ratio of total nonperforming loans to total
loans  amounted  to 0.27%  compared  to  0.06%  at  September  30,  1999.  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 June 30,  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  $319.3 million at June 30, 2000, an increase of $7.2 million,
or 2.3%,  over  September 30, 1999 levels.  Deposits  declined  during the first
fiscal quarter ended December 31, 1999, by $4.9 million and increased during the
second and third  fiscal  quarters by $12.1  million.  The  increase  during the
second and third  quarters  resulted  primarily  from  special  certificates  of
deposit offered at fifteen to twenty-four  month  maturities with yields between
7.00% and 7.25%.

Advances from the FHLB totaled  $118.4  million at June 30, 2000, an increase of
$1.9 million,  or 1.6%,  over September 30, 1999 levels.  Proceeds from advances
and deposit  growth have  generally been utilized to fund the growth in the loan
portfolio.



                                       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, 1999 to June 30,
2000 (continued)

The Company is required to meet minimum  capital  standards  promulgated  by the
Office of Thrift  Supervision  (the  "OTS").  At June 30,  2000,  the  Company's
regulatory capital was well in excess of such minimum capital requirements.


Comparison  of Operating  Results for the Nine Month Periods ended June 30, 2000
and 1999

General

The  Corporation  recorded net earnings for the nine months ended June 30, 2000,
totaling  $2.7  million,  compared to $1.9  million in net earnings for the same
period in 1999.  In the 1999 fiscal third  quarter,  Winton  recorded a one-time
after-tax charge of $1.2 million for costs associated with the BenchMark Federal
Savings   Bank  merger   accounted   for  as  a   pooling-of-interests.   Before
consideration of these merger costs, net earnings amounted to $3.1 million.  The
decrease in earnings for the nine months  ended June 30,  2000,  compared to net
earnings  for the same  period  in  1999,  before  merger  related  charges,  of
$455,000, or 14.6%, resulted primarily from an $869,000 decline in other income,
an $11,000 increase in general,  administrative and other expense and a $226,000
increase in the provision for federal income taxes,  which were partially offset
by a $232,000  increase  in net  interest  income  and a $62,000  decline in the
provision for loan losses.

Net Interest Income

Interest  income  on loans  and  mortgage-backed  securities  increased  by $2.7
million, or 11.8%, for the nine months ended June 30, 2000, compared to the same
period in 1999. The increase resulted primarily from a $44.0 million,  or 11.3%,
increase in the  weighted-average  portfolio  outstanding  year to year, and a 4
basis point increase in yield, to 7.88% for nine months ended June 30, 2000.

Interest income on investment securities and interest-bearing deposits and other
decreased by $50,000, or 3.9%, for the nine months ended June 30, 2000, compared
to the same period in 1999. The decrease resulted primarily from a $1.1 million,
or 3.7%,  decrease in the average balance  outstanding for the nine months ended
June 30, 2000.

Interest expense on deposits increased by $329,000, or 2.9%, for the nine months
ended June 30,  2000,  compared to the same  period in 1999.  The  increase  was
primarily  attributable to a $3.1 million,  or 1.0%,  increase in the balance of
weighted-average  deposits  outstanding  year to  year  and an  increase  in the
weighted-average cost of deposits during the periods, to 4.98% from 4.89% during
the nine month periods ended June 30, 2000 and 1999, respectively.

Interest expense on borrowings  increased by $2.1 million,  or 58.8%, during the
nine months ended June 30, 2000, compared to the same period in 1999,  primarily
due to an  increase  of $37.6  million in the  weighted-average  balance of FHLB
advances outstanding,  and an increase in weighted-average cost of FHLB advances
to 6.17% from 5.62% during the nine month  periods ended June 30, 2000 and 1999,
respectively.



                                       11


<PAGE>


                          Winton Financial Corporation

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


Comparison  of Operating  Results for the Nine Month Periods ended June 30, 2000
and 1999 (continued)

Net Interest Income (continued)

As a result of the foregoing  changes in interest  income and interest  expense,
net interest income increased by $232,000, or 2.5%, to $9.6 million for the nine
months  ended June 30,  2000,  compared  to $9.3  million for the same period in
1999.  The interest rate spread  decreased by 21 basis points,  to 2.42% for the
nine months ended June 30, 2000,  while the net interest margin  decreased by 21
basis  points,  to 2.75% for the nine months  ended June 30,  2000,  compared to
2.96% for the nine months ended June 30, 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 elected to record an $83,000
provision for losses on loans during the nine-month  period ended June 30, 2000,
compared to a provision  of $145,000  recorded in the 1999  period.  The current
period  provision  primarily  reflects the growth in the loan  portfolio year to
year.  There  can be no  assurance  that the  allowance  for loan  losses of the
Company will be adequate to cover losses on nonperforming assets in the future.

Other Income

Other income decreased by $869,000, or 47.1%, for the nine months ended June 30,
2000, compared to the 1999 period, due to a $944,000, or 78.0%, decrease in gain
on sale of  mortgage  loans and the  effects  of a $70,000  gain on sale of real
estate  acquired  through  foreclosure  recorded in the 1999 period,  which were
partially  offset by an increase of  $150,000 in mortgage  servicing  fees and a
gain on sale of  investments  of $8,000.  The  decrease in gain on sale of loans
resulted primarily from a $49.0 million, or 57.9%,  decline in sales volume year
to year, due to the overall  increase in interest  rates during the period.  The
increase in net  mortgage  servicing  fees  generally  reflects the effects of a
reduction in amortization of capitalized mortgage servicing rights year to year.

General, Administrative and Other Expense

General, administrative and other expense increased by $11,000, or 0.2%, for the
nine months ended June 30, 2000, compared to the same period in 1999,  excluding
the $1.6  million of one-time  pre-tax  merger  related  charges.  The  increase
consisted of a $162,000, or 5.0%, increase in employee compensation and benefits
expense and a $62,000,  or 31.5%,  increase in advertising  expense,  which were
partially offset by a $189,000,  or 16.3%,  decrease in other operating expenses
and a $20,000  decrease in  occupancy  and  equipment.  The increase in employee
compensation and benefits resulted primarily from a reduction in deferred salary
cost due to a decrease in loan  production  volume  coupled  with  normal  merit
increases.  The decreases in occupancy and equipment and other operating expense
were attributable to efficiencies attained through the acquisition of BenchMark.




                                       12


<PAGE>


                          Winton Financial Corporation

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


Comparison  of Operating  Results for the Nine Month Periods ended June 30, 2000
and 1999 (continued)

Federal Income Taxes

The  provision  for federal  income taxes  amounted to $1.4 million for the nine
months ended June 30, 2000,  an increase of  $226,000,  or 19.4%,  over the same
period in 1999.  The  increase  resulted  primarily  from a $988,000,  or 32.2%,
increase  in  pretax  earnings,   coupled  with  the  effects  of  nondeductible
merger-related  expenses  included in the 1999 period.  The  effective tax rates
were 34.3% and 38.0% for the nine month  periods  ended June 30,  2000 and 1999,
respectively.


Comparison of Operating  Results for the Three Month Periods ended June 30, 2000
and 1999

General

The Corporation  recorded net earnings for the three months ended June 30, 2000,
totaling  $945,000,  compared to a net loss of  $236,000  for the same period in
1999. In the 1999 fiscal third quarter,  Winton recorded a $1.2 million one-time
after-tax  charge  associated  with the BenchMark  Federal  Savings Bank merger.
Before  consideration  of the merger  related  costs,  net earnings  amounted to
$981,000 for the quarter ended June 30, 1999.  The decreased  earnings  resulted
primarily from a $73,000  decrease in other income and a $61,000 decrease in net
interest income, which were partially offset by a $111,0000 decrease in general,
administrative  and other expense,  and a $60,000  decrease in the provision for
loan losses.

Net Interest Income

Interest income on loans and mortgage-backed  securities  increased by $792,000,
or 10.0%, for the three months ended June 30, 2000,  compared to the same period
in 1999. The increase resulted primarily from a $28.7 million, or 7.0%, increase
in the  weighted-average  balance  outstanding  and a 21 basis point increase in
average yield, to 7.95% for the three months ended June 30, 2000.

Interest income on investment securities and interest-bearing deposits and other
increased by $8,000, or 2.0%, for the three months ended June 30, 2000, compared
to the same quarter in 1999. The increase  resulted from an increase in yield of
20 basis points,  to 5.68% for the three months ended June 30, 2000. The average
balance declined by $484,000, period to period.

Interest  expense on deposits  increased  by  $248,000,  or 6.5%,  for the three
months ended June 30, 2000 compared to the same period in 1999. The increase was
primarily  attributable  to a $397,000  increase  in  weighted-average  deposits
outstanding, coupled with a 31 basis point increase in the weighted-average rate
year to year. The weighted-average cost of deposits increased during the period,
amounting  to 5.13% and 4.82% for the three months ended June 30, 2000 and 1999,
respectively.

Interest expense on borrowings increased by $613,000, or 47.1%, during the three
months ended June 30, 2000,  compared to the same period in 1999,  primarily due
to an increase of $24.6 million, or 25.6%, in the  weighted-average  balances of
FHLB advances outstanding, coupled with an increase in the weighted-average cost
of FHLB advances,  to 6.35% from 5.43% during the three month periods ended June
30, 2000 and 1999, respectively.


                                       13


<PAGE>


                          Winton Financial Corporation

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


Comparison of Operating  Results for the Three Month Periods ended June 30, 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 $61,000, or 1.9%, to $3.1 million for the three
months  ended June 30, 2000,  compared to the same period in 1999.  The interest
rate spread  decreased by 27 basis  points,  to 2.35% for the three months ended
June 30, 2000,  while the net interest margin  decreased by 23 basis points,  to
2.69% for the three months ended June 30, 2000,  compared to 2.92% for the three
months ended June 30, 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  elected to record a $38,000
provision for losses on loans during the three-month period ended June 30, 2000,
compared to a provision  of $98,000  recorded  in the 1999  period.  The current
period  provision  reflects the growth in the loan portfolio year to year. There
can be no assurance  that the  allowance  for loan losses of the Company will be
adequate to cover losses on nonperforming assets in the future.

Other Income

Other income decreased by $73,000, or 16.0%, for the three months ended June 30,
2000,  compared  to the 1999  period,  primarily  due to a  $69,000,  or  32.9%,
decrease  in gain on sale of  mortgage  loans,  coupled  with the  effects  of a
$36,000 gain on sale of real estate acquired through foreclosure recorded in the
1999  period,  which were  partially  offset by a $19,000  increase  in mortgage
servicing  fees, an $8,000  increase in gain on sale of investments and a $5,000
increase in other operating income.

General, Administrative and Other Expense

General,  administrative  and other expense decreased by $111,000,  or 5.2%, for
the three  months  ended June 30,  2000,  compared  to the same  period in 1999,
excluding  the $1.6 million of one-time  pre-tax  merger  related  charges.  The
decrease consisted of a $41,000,  or 3.6%, decline in employee  compensation and
benefits,  a $38,000  decrease in occupancy and equipment and a $34,000 decrease
in other operating expenses.  The decline in employee  compensation and benefits
was  attributable  to the decrease in staffing levels year to year following the
BenchMark  merger,  which was partially  offset by a decline in deferred  salary
expense  attendant to the decrease in loan origination  volume.  The decrease in
occupancy and  equipment  and other  operating  expense  generally  reflects the
efficiencies gained through the BenchMark merger.

Federal Income Taxes

The provision for federal income taxes amounted to $494,000 for the three months
ended June 30, 2000, an increase of $430,000  over the same period in 1999.  The
increase  resulted  primarily from a $1.6 million  increase in pretax  earnings,
which was  partially  offset by the  effects of  nondeductible  merger  expenses
recorded in the 1999  quarter.  The effective tax rates were 34.3% and 37.2% for
the three month periods ended June 30, 2000 and 1999, respectively.


                                       14


<PAGE>


                          Winton Financial Corporation

                                     PART II


ITEM 1.  Legal Proceedings

         Not applicable

ITEM 2.  Changes in Securities and Use of Proceeds

         Not applicable

ITEM 3.  Defaults Upon Senior Securities

         Not applicable

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

         None

ITEM 5.  Other Information

         None

ITEM 6.  Exhibits and Reports on Form 8-K


          (a)  Exhibits

                 27                        Financial Data Schedule for the Nine
                                           Months Ended June 30, 2000



          (b)  Reports on Form 8-K:        None.
















                                       15


<PAGE>


                                   SIGNATURES


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





Date:      August 11, 2000                        By: /s/Robert L. Bollin
       ----------------------------                   ------------------------
                                                      Robert L. Bollin
                                                      President





Date:      August 11, 2000                        By: /s/Jill M. Burke
       ----------------------------                   ------------------------
                                                      Jill M. Burke
                                                      Chief Financial Officer




































                                       16