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, 1998  
                               -----------------------------------------------

                                       OR

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

For the transition period from ____________ to _______________

Commission File No. 0-18993

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  13 or 15(d)  of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports)  and (2) has been  subject to such  filing
requirements for the past 90 days.

Yes   X                                               No ____

As of February 8, 1999, the latest  practicable  date,  4,015,304  shares of the
registrant's common stock, no par value, were issued and outstanding.









                               Page 1 of 18 pages

<PAGE>


                   Winton Financial Corporation and Subsidiary

                                      INDEX

                                                                        Page

PART I  -  FINANCIAL INFORMATION

             Consolidated Statements of Financial
             Condition                                                     3

             Consolidated Statements of Earnings                           4

             Consolidated Statements of Other Comprehensive
               Income                                                      5

             Consolidated Statements of Cash Flows                         6

             Notes to Consolidated Financial Statements                    8

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


PART II -  OTHER INFORMATION                                              16

SIGNATURES                                                                17



<PAGE>


                          Winton Financial Corporation
<TABLE>
<CAPTION>

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)

                                                                           December 31,         September 30,
         ASSETS                                                                    1998                  1998
<S>                                                                               <C>                    <C>
Cash and due from banks                                                        $  1,478              $  1,607
Interest-bearing deposits in other financial institutions                         1,306                 2,607
                                                                                -------               -------
         Cash and cash equivalents                                                2,784                 4,214

Investment securities available for sale - at market                              5,405                 5,579
Investment securities - at cost, approximate market
  value of $15,858 and $15,185 at December 31,
  1998 and September 30, 1998                                                    15,636                14,858
Mortgage-backed securities available for sale - at market                           517                   565
Mortgage-backed securities - at cost, approximate market
  value of $11,834 and $12,266 at December 31,
  1998 and September 30, 1998                                                    11,859                12,418
Loans receivable - net                                                          318,357               297,055
Loans held for sale - at lower of cost or market                                  6,344                 8,253
Office premises and equipment - net                                               2,940                 2,945
Real estate acquired through foreclosure                                            491                   495
Federal Home Loan Bank stock - at cost                                            4,104                 4,033
Accrued interest receivable on loans                                              2,325                 2,407
Accrued interest receivable on mortgage-
  backed securities                                                                  86                    91
Accrued interest receivable on investments                                          257                   285
Prepaid expenses and other assets                                                   401                   488
Intangible assets - net                                                             386                   402
Prepaid federal income taxes                                                         -                    105
                                                                                -------               -------

         Total assets                                                          $371,892              $354,193
                                                                                =======               =======

         LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits $264,186                                                              $266,007
Advances from the Federal Home Loan Bank                                         74,882                56,899
Accounts payable on mortgage loans serviced for others                              910                   912
Advance payments by borrowers for taxes and insurance                             1,161                   610
Other liabilities                                                                 1,220                 1,342
Accrued federal income taxes                                                        501                    - 
Deferred federal income taxes                                                     1,385                 1,531
                                                                                -------               -------
         Total liabilities                                                      344,245               327,301

Shareholders' equity
  Preferred stock - 2,000,000 shares without par value
    authorized; no shares issued                                                     -                     - 
  Common stock - 5,000,000 shares without par value
    authorized; 4,015,304 and 4,014,304 shares issued and outstanding                -                     - 
  Additional paid-in capital                                                      8,789                 8,782
  Retained earnings - substantially restricted                                   18,318                17,520
  Unrealized gains on securities designated as available for sale, net              540                   590
                                                                                -------               -------
         Total shareholders' equity                                              27,647                26,892
                                                                                -------               -------

         Total liabilities and shareholders' equity                            $371,892              $354,193
                                                                                =======               =======
</TABLE>


                                        3


<PAGE>

<TABLE>

                          Winton Financial Corporation

<CAPTION>
                       CONSOLIDATED STATEMENTS OF EARNINGS

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

                                                                         1998                   1997
<S>                                                                    <C>                       <C>
Interest income
  Loans                                                                $6,275                 $5,952
  Mortgage-backed securities                                              189                    230
  Investment securities                                                   299                    262
  Interest-bearing deposits and other                                     136                     61
                                                                        -----                  -----
         Total interest income                                          6,899                  6,505

Interest expense
  Deposits                                                              3,355                  3,243
  Borrowings                                                              903                    783
                                                                        -----                  -----
         Total interest expense                                         4,258                  4,026
                                                                        -----                  -----

         Net interest income                                            2,641                  2,479

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

         Net interest income after provision
           for losses on loans                                          2,618                  2,479

Other income
  Gain on sale of mortgage loans                                          674                    247
  Mortgage servicing fees                                                  (8)                    94
  Other operating                                                         156                    103
                                                                        -----                  -----
         Total other income                                               822                    444

General, administrative and other expense
  Employee compensation and benefits                                      829                    740
  Occupancy and equipment                                                 362                    310
  Federal deposit insurance premiums                                       37                     37
  Franchise taxes                                                          78                     68
  Amortization of intangible assets                                        16                     15
  Advertising                                                              62                     48
  Other operating                                                         385                    241
                                                                        -----                  -----
         Total general, administrative and other expense                1,769                  1,459
                                                                        -----                  -----

         Earnings before income taxes                                   1,671                  1,464

Federal income taxes
  Current                                                                 691                    541
  Deferred                                                               (120)                   (37)
                                                                        -----                  -----
         Total federal income taxes                                       571                    504
                                                                        -----                  -----

         NET EARNINGS                                                  $1,100                 $  960
                                                                        =====                  =====

         EARNINGS PER SHARE
           Basic                                                         $.27                   $.24
                                                                          ===                    ===

           Diluted                                                       $.26                   $.23
                                                                          ===                    ===

         DIVIDENDS PAID PER COMMON SHARE                               $.0750                 $.0625
                                                                        =====                  =====

</TABLE>

                                        4


<PAGE>

<TABLE>

                          Winton Financial Corporation

<CAPTION>
              CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME

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


                                                                   1998                1997
<S>                                                               <C>                  <C>
Net earnings                                                     $1,100             $   960

Other comprehensive income, net of tax:
  Unrealized holding gains (losses) on securities
    during the period                                               (50)                145
                                                                  -----               -----

Comprehensive income                                             $1,050              $1,105
                                                                  =====               =====

</TABLE>



































                                        5



<PAGE>

<TABLE>

                          Winton Financial Corporation

<CAPTION>
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

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

                                                                                 1998                  1997
<S>                                                                              <C>                    <C>
Cash flows from operating activities:
  Net earnings for the period                                                 $ 1,100               $   960
  Adjustments to reconcile net earnings to net cash provided
  by (used in) operating activities:
    Amortization of premiums and discounts on investment and
      mortgage-backed securities                                                   10                    10
    Amortization of deferred loan origination fees                                (33)                  (90)
    Depreciation and amortization                                                 110                    99
    Amortization of intangible assets                                              16                    15
    Provision for losses on loans                                                  23                    - 
    Gain on sale of mortgage loans                                               (535)                 (214)
    Loans originated for sale in the secondary market                         (38,002)              (18,774)
    Proceeds from sale of loans in the secondary market                        40,446                16,171
    Federal Home Loan Bank stock dividends                                        (71)                  (54)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable on loans                                         82                    60
      Accrued interest receivable on mortgage-backed securities                     5                     3
      Accrued interest receivable on investments                                   28                     1
      Prepaid expenses and other assets                                            87                    29
      Accounts payable on mortgage loans serviced for others                       (2)                   11
      Other liabilities                                                          (122)                  (35)
      Federal income taxes
        Current                                                                   606                   180
        Deferred                                                                 (120)                  (37)
                                                                               ------                ------
          Net cash provided by (used in) operating activities                   3,628                (1,665)

Cash flows from investing activities:
  Principal repayments on mortgage-backed securities                              598                   483
  Proceeds from the maturity of investment securities                           2,100                 3,500
  Purchase of investment securities designated as held to maturity             (2,781)               (4,008)
  Purchase of investment securities designated as available for sale               -                   (748)
  Loan principal repayments                                                    30,383                20,869
  Loan disbursements                                                          (51,675)              (23,019)
  Sale of loan participations                                                      -                  2,499
  Purchase of office premises and equipment                                      (101)                 (113)
                                                                               ------                ------
          Net cash used in investing activities                               (21,476)                 (537)
                                                                               ------                ------

          Net cash used in operating and investing
            activities (balance carried forward)                              (17,848)               (2,202)
                                                                               ------                ------
</TABLE>







                                        6


<PAGE>

<TABLE>

                          Winton Financial Corporation

<CAPTION>
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

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

                                                                             1998                  1997

<S>                                                                          <C>                    <C>
          Net cash used in operating and investing
            activities (balance brought forward)                         $(17,848)              $(2,202)

Cash flows from financing activities:
  Net increase (decrease) in deposit accounts                              (1,821)                7,753
  Repayments of Federal Home Loan Bank advances                               (17)              (13,016)
  Proceeds from Federal Home Loan Bank advances                            18,000                 9,000
  Advances by borrowers for taxes and insurance                               551                   364
  Proceeds from exercise of stock options                                       7                   261
  Dividends paid on common stock                                             (302)                 (252)
                                                                          -------                ------
          Net cash provided by financing activities                        16,418                 4,110
                                                                          -------                ------

Net increase (decrease) in cash and cash equivalents                       (1,430)                1,908

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

Cash and cash equivalents at end of period                               $  2,784               $ 4,694
                                                                          =======                ======

Supplemental  disclosure of cash flow  information:  
  Cash paid during the period for:
    Federal income taxes                                                 $     85               $   300
                                                                          =======                ======

    Interest on deposits and borrowings                                  $  4,144               $ 3,942
                                                                          =======                ======


Supplemental disclosure of noncash investing activities:
  Unrealized gains (losses) on securities designated as available
    for sale, net of related tax effects                                 $    (50)              $   145
                                                                          =======                ======

  Recognition of mortgage servicing rights in accordance with
    SFAS No. 125                                                         $    139               $    33
                                                                          =======                ======

</TABLE>













                                        7


<PAGE>


                          Winton Financial Corporation

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          For the three month periods ended December 31, 1998 and 1997


1.       Basis of Presentation

         The  accompanying  unaudited  consolidated  financial  statements  were
         prepared in accordance with instructions for Form 10-Q and,  therefore,
         do not  include  information  or  footnotes  necessary  for a  complete
         presentation  of financial  position,  results of operations,  and cash
         flows in conformity  with  generally  accepted  accounting  principles.
         Accordingly,  these financial  statements should be read in conjunction
         with the consolidated  financial statements and notes thereto of Winton
         Financial   Corporation  (the  "Corporation"  or  "Winton   Financial")
         included in the Annual Report on Form 10-K for the year ended September
         30, 1998. However, all adjustments (consisting of only normal recurring
         accruals) which, in the opinion of management, are necessary for a fair
         presentation  of  the  consolidated   financial  statements  have  been
         included.  The results of  operations  for the three month period ended
         December 31, 1998, are not necessarily  indicative of the results which
         may be expected for the entire fiscal year.

2.       Principles of Consolidation

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

3.       Effects of Recent Accounting Pronouncements

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

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





                                        8



<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          For the three month periods ended December 31, 1998 and 1997


3.       Effects of Recent Accounting Pronouncements (continued)

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

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

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

         SFAS No. 133 is  effective  for fiscal years  beginning  after June 15,
         1999. On adoption,  entities are permitted to transfer held-to-maturity
         debt securities to the  available-for-sale  or trading category without
         calling into  question  their intent to hold other debt  securities  to
         maturity in the future. SFAS No. 133 is not expected to have a material
         impact  on  Winton   Financial's   financial  position  or  results  of
         operations.

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




                                        9


<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          For the three month periods ended December 31, 1998 and 1997


4.       Year 2000 Compliance Issues

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

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

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

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








                                       10



<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          For the three month periods ended December 31, 1998 and 1997


4.       Year 2000 Compliance Issues (continued)

         Management  has  developed a  contingency  plan which  includes  manual
         procedures along with certain off-line canned programs.  Management has
         set a budget of approximately  $100,000, of which approximately $25,000
         has been expensed at December 31, 1998, to ensure Winton  Financial and
         Winton Savings are year 2000 compliant.

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

5.       Earnings Per Share

         Basic earnings per share for the three month period ended  December 31,
         1998  is  computed  based  on  4,014,847  weighted-average shares 
         outstanding.

         Basic  earnings per share for the three month period ended December 31,
         1997,   is  computed   based  on  4,007,738   weighted-average   shares
         outstanding.

         Diluted earnings per share is computed taking into consideration common
         shares  outstanding and dilutive  potential  common shares to be issued
         under the  Corporation's  stock  option plan.  Weighted-average  common
         shares deemed  outstanding for purposes of computing  diluted  earnings
         per share totaled  4,196,039 for the three month period ended  December
         31, 1998,  and 4,138,807 for the three month period ended  December 31,
         1997, respectively.

         Basic and diluted  earnings  per share for the three month period ended
         December   31,   1997  have  been   restated  to  give  effect  to  the
         Corporation's  two-for-one  stock split which was effected on March 31,
         1998.












                                       11


<PAGE>


                          Winton Financial Corporation

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


Forward-Looking Statements

In the following  pages,  management  presents an analysis of the  Corporation's
financial  condition as of December 31, 1998,  and the results of operations for
the three month period ended  December 31, 1998,  compared to the same period in
1997.  In addition to this  historical  information,  the  following  discussion
contains  forward-looking  statements  that  involve  risks  and  uncertainties.
Economic  circumstances,  Winton  Financial's  operations and Winton Financial's
actual  results  could  differ   significantly   from  those  discussed  in  the
forward-looking  statements.  Some of the factors that could cause or contribute
to such differences are discussed herein but also include changes in the economy
and interest rates in the nation and in Winton Financial's general market area.

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

1.   Management's  determination of the amount and adequacy of the allowance for
     loan  losses  as set  forth  under  "Discussion  of  Changes  in  Financial
     Condition from September 30, 1998 to December 31, 1998" and  "Comparison of
     Results of  Operations  for the Three  Months  Ended  December 31, 1998 and
     1997."

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

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


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

At December 31, 1998, the  Corporation  had total assets of $371.9  million,  an
increase of  approximately  $17.7 million,  or 5.0%, over the level at September
30,  1998.  The growth in assets was funded  primarily by an increase in Federal
Home Loan Bank  advances of $18.0  million  and  undistributed  net  earnings of
$798,000, partially offset by a decrease of $1.8 million in deposits.

Investment  securities totaled approximately $21.0 million at December 31, 1998,
an increase of approximately  $604,000, or 3.0%, over September 30, 1998 levels,
as purchases of $2.8 million exceeded  maturities and called  securities of $2.1
million during the period.

Mortgage-backed  securities totaled  approximately $12.4 million at December 31,
1998, a decrease of approximately  $607,000,  or 4.7%, since September 30, 1998,
primarily attributable to regular principal repayments during the period.

Loans  receivable and loans held for sale totaled $324.7 million at December 31,
1998, an increase of  approximately  $19.4 million,  or 6.4%,  over the level at
September 30, 1998.  Proceeds from loan sales  increased by $24.3 million during
the current period to $40.4 million, loan originations totaled $89.7 million and
principal repayments amounted to $30.4 million.


                                       12


<PAGE>


                          Winton Financial Corporation

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


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

At December 31, 1998,  the allowance for loan losses of Winton  Savings  totaled
$865,000,  an increase of $23,000 from the level  maintained  at  September  30,
1998. At December 31, 1998, the allowance represented  approximately .25% of the
total loan portfolio and 64% of total nonperforming loans. At December 31, 1998,
the  ratio of total  nonperforming  loans to  total  loans  amounted  to .40% as
compared to .35% at September 30, 1998.  Although  management  believes that its
allowance  for  loan  losses  at  December  31,  1998 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  $264.2  million at  December  31,  1998,  a decrease  of $1.8
million,  or .7%, from  September 30, 1998 levels.  The decrease in deposits was
primarily   the  result  of   management's   decision  not  to  renew   brokered
certificates.  Such brokered deposits totaled $23.7 million and $28.5 million at
December 31, 1998 and September 30, 1998, respectively.

Advances  from the Federal Home Loan Bank totaled  $74.9 million at December 31,
1998, an increase of $18.0  million,  or 31.6%,  over September 30, 1998 levels.
Proceeds from such advances have  generally  been utilized to fund the growth in
the loan portfolio.

The Company is required to meet minimum  capital  standards  promulgated  by the
Office of Thrift  Supervision  (the "OTS").  At December 31, 1998, 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,
1998 and 1997

General

Net earnings  totaled $1.1 million for the three months ended December 31, 1998,
compared to $960,000 for the same period in 1997,  an increase of  $140,000,  or
14.6%.  The increased  earnings  resulted  primarily  from a $162,000,  or 6.5%,
increase in net interest income and a $378,000  increase in other income,  which
were  partially  offset by an increase of $23,000 in the provision for losses on
loans,  a $310,000,  or 21.2%,  increase in  general,  administrative  and other
expense,  and a $67,000, or 13.3%,  increase in the provision for federal income
taxes.

Net Interest Income

Interest income on loans and mortgage-backed  securities  increased by $282,000,
or 4.6%,  for the three  months ended  December  31, 1998,  compared to the same
period in 1997. The increase resulted primarily from a $28.3 million increase in
the  weighted-average  portfolio  outstanding year to year, offset by a 39 basis
point decrease in yield, to 7.99% for three months ended December 31, 1998.



                                       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  December 31,
1998 and 1997 (continued)

Net Interest Income (continued)

Interest income on investment securities and interest-bearing deposits and other
increased by $112,000,  or 34.7%,  for the three months ended December 31, 1998,
compared to the  comparable  period in 1997.  The increase  resulted from a $6.2
million increase in the average balance  outstanding,  and an increase in yield,
to 6.26% for the three months ended December 31, 1998.

Interest  expense on deposits  increased  by  $112,000,  or 3.5%,  for the three
months ended  December 31, 1998 compared to the  comparable  period in 1997. The
increase  was   primarily   attributable   to  a  $19.8   million   increase  in
weighted-average deposits outstanding year to year. The weighted-average cost of
deposits  decreased  during the  periods,  amounting  to 5.07% and 5.30% for the
three months ended December 31, 1998 and 1997, respectively.

Interest expense on borrowings increased by $120,000, or 15.3%, during the three
months ended December 31, 1998,  compared to the same period in 1997,  primarily
due to an increase of $9.7 million in the  weighted-average  balances of Federal
Home Loan Bank advances outstanding,  while the weighted-average cost of Federal
Home Loan Bank  advances  decreased  to 5.81% from 5.97%  during the three month
periods ended December 31, 1998 and 1997.

As a result of the foregoing  changes in interest  income and interest  expense,
net interest income  increased by $162,000,  or 6.5%, to a total of $2.6 million
for the three  months ended  December  31, 1998,  compared to the same period in
1997.  The interest rate spread  decreased by 16 basis points,  to 2.64% for the
three months ended December 31, 1998, while the net interest margin decreased by
12 basis points, to 3.01% for the three months ended December 31, 1998, compared
to 3.13% for the comparable period in 1997.

Provision for Losses on Loans

A  provision  for  losses on loans is  charged  to  earnings  to bring the total
allowance for loan losses to a level considered  appropriate by management based
on  historical  experience,  the  volume and type of  lending  conducted  by the
Company,  the status of past due  principal and interest  payments,  and general
economic  conditions,  particularly as such  conditions  relate to the Company's
loan  portfolio.  As a result of such analysis,  management  elected to record a
$23,000  provision for loan losses during the three-month  period ended December
31, 1998.  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  $378,000,  or 85.1%,  for the three  months  ended
December 31, 1998, compared to the 1997 period,  primarily due to an increase of
$427,000,  or 172.9%, in gain on sale of mortgage loans and a $53,000, or 51.5%,
increase in other income, which were partially offset by a $102,000,  or 108.5%,
decrease in mortgage servicing fees.


                                       14



<PAGE>


                          Winton Financial Corporation

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


Comparison of Operating  Results for the Three Month Periods ended  December 31,
1998 and 1997 (continued)

General, Administrative and Other Expense

General,  administrative and other expense increased by $310,000,  or 21.2%, for
the three months ended  December 31, 1998,  compared to the same period in 1997.
The increase consisted  primarily of a $89,000,  or 12.0%,  increase in employee
compensation  and  benefits,  a $52,000,  or 16.8%,  increase in  occupancy  and
equipment,  a $10,000,  or 14.7%,  increase in franchise  taxes,  a $14,000,  or
29.2%,  increase in advertising  expense and a $144,000,  or 59.8%,  increase in
other operating  expenses.  The increase in employee  compensation  and benefits
resulted  primarily  from  increased  staffing  levels coupled with normal merit
increases,  which  were  partially  offset  by  an  increase  in  deferred  loan
origination costs due to the increased lending volume. The increase in occupancy
and  equipment  expense  resulted  from  costs  associated  with  the  new  loan
production  office  location in Western Hills.  The increase in other  operating
expense resulted  primarily from an increase in computer  technology costs along
with additional  training expense related to implementation of new loan software
which will streamline the loan production process, coupled with costs related to
the year 2000 compliance initiative.

Federal Income Taxes

The provision for federal income taxes amounted to $571,000 for the three months
ended December 31, 1998, an increase of $67,000,  or 13.3%, over the same period
in 1997. The increase resulted primarily from a $207,000,  or 14.1%, increase in
pretax  earnings.  The  effective  tax rates  were 34.2% and 34.4% for the three
month periods ended December 31, 1998 and 1997, respectively.





















                                       15


<PAGE>


                          Winton Financial Corporation

                                     PART II


ITEM 1.  Legal Proceedings

         Not applicable

ITEM 2.  Changes in Securities and Use of Proceeds

         Not applicable

ITEM 3.  Defaults Upon Senior Securities

         Not applicable

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

         On January 29, 1999, the Annual Meeting of the Shareholders of
         Winton  Financial  Corporation was held.  Three directors were
         nominated  for  re-election  and  were  re-elected  for  terms
         expiring in 2002, pursuant to the following respective votes:

         Robert E. Hoeweler        For:  3,565,939          Withheld:  23,200
         Timothy M. Mooney         For:  3,565,739          Withheld:  23,400
         J. Clay Stinnett          For:  3,565,739          Withheld:  23,400

         Three other matters were voted upon by the shareholders, as follows:

          1)   Ratification   of   amendment   to  the   amended   Articles   of
               Incorporation  of Winton  Financial  Corporation  to increase the
               authorized   number  of  shares  from  7,000,000  to  20,000,000,
               18,000,000  of which  will be common  shares,  each  without  par
               value,  and  2,000,000  of which will be preferred  shares,  each
               without par value.

               For:  3,315,077      Against:  234,601         Abstain:  39,460

          2)   Ratification  of the  Winton  Financial  Corporation  1999  Stock
               Option and Incentive Plan:

               For:  2,587,406      Against:  267,324         Abstain:  52,978

          3)   Ratification  of  the  selection  of  Grant  Thornton  LLP as the
               auditors of Winton  Financial  Corporation for the current fiscal
               year, pursuant to the following vote:

               For:  3,515,951      Against:  68,548          Abstain:  4,640

ITEM 5.  Other Information

         None

ITEM 6.  Exhibits and Reports on Form 8-K

          On December 14, 1998,  Winton  Financial filed a Form 8-K reporting in
          Item 5 that it had signed an Agreement and Plan of Reorganization with
          BenchMark  Federal  Savings  Bank  which  provided  for the  merger of
          BenchMark into Winton Savings.

         Exhibits

           27:                      Financial Data Schedule for the Three Months
                                    Ended December 31, 1998.


                                       16


<PAGE>


                                 
                                   SIGNATURES


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





Date:   February 9, 1999                              By: /s/Robert L. Bollin
                                                          Robert L. Bollin
                                                          President





Date:   February 9, 1999                             By: /s/Jill M. Burke 
                                                         Jill M. Burke
                                                         Chief Financial Officer































                                       17