UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                -----------------------------------------------

                                   FORM 10-Q


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

For the quarterly period ended March 31, 2000     Commission File Number 0-24120


                       WESTERN OHIO FINANCIAL CORPORATION
             (exact name of registrant as specified in its charter)

         DELAWARE                                             31-1403116
(State of other jurisdiction of                            (I.R.S. Employer
incorporation of organization)                           Identification Number

28 EAST MAIN STREET, SPRINGFIELD, OHIO                        45501-0509
(Address of principal executive offices)                      (Zip code)

                                 (937) 325-9990
              (Registrant's telephone number, including area code)

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

                                 Yes (X) No ( )

As of May 12, 2000, there were 1,967,364 shares of the Registrant's common stock
issued and outstanding.



<PAGE>
                                     INDEX

                       WESTERN OHIO FINANCIAL CORPORATION

<TABLE>
<CAPTION>

                                                                                Pages
                                                                                -----
PART  I. FINANCIAL INFORMATION
<S>                                                                              <C>
Item 1. Financial Statements:

          Condensed Consolidated Statements of Financial Condition. . . . . . .   3

          Condensed Consolidated Statements of Income . . . . . . . . . . . . .   4

          Condensed Consolidated Statements of Comprehensive Income . . . . . .   5

          Condensed Consolidated Statements of Cash Flows . . . . . . . . . . .   6

          Notes to Condensed Consolidated Financial Statements. . . . . . . . .   7


Item 2. Management's Discussion and Analysis of
          Financial Condition and Results of Operations . . . . . . . . . . . .   8-12

Item 3. Quantitative and Qualitative Disclosures About Market Risk. . . . . . .   13-14

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . .   15

Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16

</TABLE>

<PAGE>

                       WESTERN OHIO FINANCIAL CORPORATION
            CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                      March 31,         December 31,
(Dollars in thousands)                                  2000               1999
------------------------------------------------------------------------------------
                         ASSETS
<S>                                                 <C>                  <C>
Cash and cash equivalents                            $   6,292            $   9,614
Securities available for sale                           49,295               50,366
Federal Home Loan Bank stock                             7,581                7,451
Loans, net                                             266,975              254,654
Loans held for sale                                          -                  217
Premises and equipment, net                              3,877                3,475
Other assets                                             4,770                3,908
------------------------------------------------------------------------------------
Total Assets                                         $ 338,790            $ 329,685
====================================================================================

          LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits                                             $ 204,858            $ 202,331
Borrowed funds                                          90,116               82,183
Other liabilities                                        2,017                2,182
------------------------------------------------------------------------------------
   Total Liabilities                                   296,991              286,696
------------------------------------------------------------------------------------


Common stock, $.01 par Value; 7,250,000 shares
 authorized;  2,645,000 shares issued                       26                   26
Additional paid-in-capital                              40,453               40,452
Accumulated other comprehensive income                  (2,220)              (2,157)
Unearned employee stock ownership plan shares             (930)              (1,071)
Unearned management recognition plan shares               (175)                (200)
Treasury stock;  677,636 and 608,136 shares
 at cost respectively                                  (15,268)             (14,121)
Retained earnings                                       19,913               20,060
------------------------------------------------------------------------------------
   Total Shareholders' Equity                           41,799               42,989
------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity            $338,790            $ 329,685
====================================================================================


</TABLE>

See Notes to Consolidated Financial Statements.

                                      -3-

<PAGE>



                       WESTERN OHIO FINANCIAL CORPORATION
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)


                                                       For the Quarter Ended
                                                               March 31,
(Dollars in thousands except per share amounts)            2000      1999
----------------------------------------------------------------------------
Interest and dividend income:
  Loans, including fees                                  $ 5,599   $ 4,621
  Securities                                                 850       982
  Interest-bearing deposits and overnight funds               33       121
  Other interest and dividend income                         129       120
----------------------------------------------------------------------------
      Total Interest and Dividend Income                   6,611     5,844

Interest Expense:
  Deposits                                                 2,469     2,369
  Borrowed funds                                           1,720     1,038
----------------------------------------------------------------------------
      Total Interest Expense                               4,189     3,407


Net Interest Income                                        2,422     2,437
Provision for loan losses                                     84        32

Net interest income after provision for loan losses        2,338     2,405

Gain/(Loss) on sale of loans and other assets                  1        79

Other noninterest income                                     298       278

Other noninterest expense                                 (2,006)   (2,052)

Income before income taxes                                   631       710

Income tax expense                                           226       259
----------------------------------------------------------------------------
Net Income                                               $   405     $ 451
============================================================================
Earnings per common share:
  Basic                                                  $  0.22    $ 0.22
  Diluted                                                $  0.22    $ 0.22
  Dividends per common share                             $  0.25    $ 0.25
============================================================================

See Notes to Consolidated Financial Statements.


                                      -4-

<PAGE>

                       WESTERN OHIO FINANCIAL CORPORATION
            CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                  (Unaudited)


                                                       For the Quarter Ended
                                                             March 31,
(Dollars in thousands)                                     2000      1999
------------------------------------------------------------------------------
Net income                                               $   405   $   451

Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on securities available
 for sale arising during this period                         (63)     (387)


Reclassification adjustment for amounts realized
 on securities sales included in net income                    -         -
------------------------------------------------------------------------------

     Total other comprehensive income (loss)                 (63)     (387)
------------------------------------------------------------------------------
Comprehensive income                                     $   342   $    64
==============================================================================

See Notes to Consolidated Financial Statements.


                                      -5-
<PAGE>

                       WESTERN OHIO FINANCIAL CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)


                                                       For the quarter ended
                                                             March 31,
(Dollars in thousands)                                    2000        1999
------------------------------------------------------------------------------
Cash flows from operating activities                    $  (162)    $ 1,398
------------------------------------------------------------------------------
Cash flows from investing activities:
  Loans:
    Net (increase) decrease in loans                    (12,188)     18,044
    Purchases of loans                                        -     (21,101)
    Proceeds from sale of loans                               -       1,344
  Securities available for sale:
    Maturities and principal payments                       961       7,359
Premises and equipment expenditures                        (473)        (16)
Proceeds from sale of premises and equipment                  9           6
------------------------------------------------------------------------------
          Net cash provided (used) by
           investing activities                         (11,691)      5,636
------------------------------------------------------------------------------

Cash flows from financing activities:
Net change in deposits                                    2,527       5,435
Net decrease in advances from borrowers for
 taxes and insurance                                       (313)       (314)
Purchase of treasury stock                               (1,147)     (1,200)
Cash dividends paid                                        (469)       (529)
Proceeds from exercise of stock options                       -          63
Proceeds from FHLB advances                              23,135       7,100
Repayments on FHLB advances                             (15,202)    (21,338)
------------------------------------------------------------------------------
          Net cash provided (used) by
           financing activities                           8,531     (10,783)
------------------------------------------------------------------------------

Net change in cash and cash equivalents                  (3,322)     (3,749)

Cash and cash equivalents at beginning of year            9,614      13,854
------------------------------------------------------------------------------

Cash and cash equivalents at end of year                $ 6,292     $10,105
==============================================================================

Supplemental disclosures of cash flow information
  Cash paid during the year for
    Interest                                            $ 4,072     $ 3,421
    Income taxes                                              -           -
  Noncash activities
    Transfer of loans held for sale
     to portfolio loans                                     217           -


See Notes to Consolidated Financial Statements.


                                      -6-

<PAGE>



                       WESTERN OHIO FINANCIAL CORPORATION
              Notes to Condensed Consolidated Financial Statements

Principles of consolidation:
---------------------------
The  financial  statements  include  Western  Ohio  Financial  Corporation  (the
"Company") and its wholly owned subsidiary Cornerstone Bank ("Cornerstone"). The
financial  statements  of  Cornerstone  include the accounts of its wholly owned
subsidiaries, CornerstoneBanc Financial Services, Inc. ("CFSI") and West Central
Financial Services, Inc. ("WCFS").

Basis of presentation:
---------------------
The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  reporting  and with the  instructions  to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included.  These unaudited consolidated financial statements should be read
in conjunction  with the financial  statements and notes thereto included in the
Corporation's  annual report on Form 10-K for the year ended  December 31, 1999.
The financial data and results of operations for interim  periods  presented may
not  necessarily  reflect the  results to be  anticipated  for the entire  year.
Internal  financial  information is primarily  reported and aggregated solely in
the line of the business banking.

To prepare financial statements in conformity with generally accepted accounting
principles,  management  makes  estimates  and  assumptions  based on  available
information.  These estimates and assumptions affect the amounts reported in the
financial  statements  and the  disclosures  provided,  and future results could
differ. The allowance for loan losses, fair values of financial  instruments and
status of contingencies are particularly subject to change.

Income tax expense is the total of the current-year income tax due or refundable
and the change in deferred tax assets and  liabilities.  Deferred tax assets and
liabilities  are the expected  future tax amounts for the temporary  differences
between the carrying  amounts an tax bases of assets and  liabilities,  computed
using enacted tax rates. A valuation allowance,  if needed, reduces deferred tax
assets to the amount expected to be realized. Income tax expense is based on the
effective rate expected to be applicable for the entire year.

Earnings per common and common equivalent share:
-----------------------------------------------
Basic  earnings per common share is based on net income  divided by the weighted
average number of common shares  outstanding  during the period.  Employee stock
option  plan  shares  are  considered  outstanding  for the  calculation  unless
unearned.  Diluted  earnings  per common share  includes the dilutive  effect of
additional  potential  common shares  issuable under stock  options.  Management
recognition  plan shares are considered  outstanding as they become vested.  The
basic  weighted  average  number of common shares  outstanding  during the three
month  period  ended  March  31,  2000 and March 31,  1999  were  1,879,960  and
2,015,122  respectively.  The diluted  weighted  average number of common shares
giving  effect to stock  options and MRP shares  during the three  month  period
ended  March  31,  2000  and  March  31,  1999  were  1,881,269  and  2,039,263,
respectively.

                                      -7-

<PAGE>


     ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS

The following  discusses the financial  condition of the Company as of March 31,
2000 as compared to December 31,  1999,  and the results of  operations  for the
three months ended March 31, 2000,  compared with the same period in 1999.  This
discussion should be read in conjunction with the interim  financial  statements
and footnotes included herein.

FORWARD-LOOKING STATEMENTS-When used in this filing and in future filings by the
Company with the  Securities  and Exchange  Commission,  in the Company's  press
releases or other public or shareholder  communications,  or in oral  statements
made with the approval of an authorized  executive officer, the words or phrases
"would be", "will allow", "intends to", "will likely result", "are expected to",
"will continue", "is anticipated",  "estimate", "project" or similar expressions
are intended to identify "forward-looking  statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements are subject to
risks and  uncertainties,  including  but not  limited to  changes  in  economic
conditions  in the  Company's  market  area,  changes in policies by  regulatory
agencies,  fluctuations  in interest  rates,  demand for loans in the  Company's
market area and competition,  all or some of which could cause actual results to
differ  materially from historical  earnings and those presently  anticipated or
projected.  The Company wishes to caution readers not to place undue reliance on
any such  forward-looking  statements,  which speak only as of the date made and
advises readers that various factors,  including  regional and national economic
conditions,  substantial  changes in levels of market interest rates, credit and
other risks of lending and investment  activities and competitive and regulatory
factors,  could affect the Company's  financial  performance and could cause the
Company's  actual  results for future  periods to differ  materially  from those
anticipated or projected.

The Company does not undertake,  and specifically  disclaims any obligation,  to
update any  forward-looking  statements to reflect  occurrences or unanticipated
events or circumstances after the date of such statements.


FINANCIAL CONDITION
-------------------
Consolidated  assets of the Company totaled $338.8 million at March 31, 2000, an
increase of $9.1 million from the  December 31, 1999,  total of $329.7  million.
The primary  increase  in assets is a result of an increase of $12.3  million in
net loans receivable.  Funds for the loan growth were primarily obtained through
Federal Home Loan Bank borrowings and a reduction in cash and cash equivalents.

Net loans increased  $12.3 million,  or 4.8% during the three months ended March
31, 2000,  increasing from $254.7 million in December 31, 1999 to $267.0 million
on March 31, 2000.  This  increase is the net result of the Company  originating
and holding new mortgage and  commercial  loans of  approximately  $24.5 million
during the period.

Cash and cash equivalents decreased by $3.3 million to $6.3 million on March 31,
2000, from $9.6 million on December 31, 1999. Cash and cash equivalents  consist
of cash,  checking  deposits  and federal  funds  deposited  at other  financial
institutions.  The decrease was  primarily  the result of reducing  excess funds
maintained over year end as a year 2000 contingency.

Securities  available  for sale  decreased  $1.1 million  from $50.4  million at
December 31, 1999,  to $49.3  million on March 31, 2000.  The decline was due to
principal repayments on existing mortgage-backed securities available for sale.

Deposits at March 31, 2000 totaled $204.9 million,  an increase of $2.6 million,
or 1.3% from $202.3 million at December 31, 1999. This increase is basically due
to the  Company's  aggressive  attempt to increase  deposits,  especially in the
checking accounts.


                                      -8-
<PAGE>


FHLB  advances  at March 31, 2000  totaled  $90.1  million,  an increase of $7.9
million or 9.6% from  $82.2  million at  December  31,  1999.  The  majority  of
borrowed  funds are invested in loans to leverage the Company's  excess  capital
and to provide liquidity for future loan growth.  The increase from December 31,
1999 provided funding for the loan growth.

Total shareholders' equity decreased $1.2 million from $43.0 million at December
31, 1999, to $41.8 million at March 31, 1999.  This decrease is primarily due to
the Company purchasing approximately $1.2 million of its common stock during the
first quarter of 2000.

As of March 31,  2000,  the  Company  had  commitments  to make $3.1  million of
residential  loans.  It is expected  that these  loans will be funded  within 30
days.  The  Company  also had  $5.5  million  in  commitments  to fund  loans on
residential properties under construction.  These commitments are anticipated to
be filled  within three to six months.  Unused  commercial  lines of credit were
$2.6  million  and  unused  home  equity  lines of credit  were  $11.2  million.
Commitments to originate nonmortgage loans total $0.3 million.


                                      -9-

<PAGE>


Capital Resources and liquidity
-------------------------------

Office of Thrift Supervision ("OTS")  regulations  presently require Cornerstone
Bank to maintain  an average  daily  balance of  investments  in U.S.  Treasury,
federal agency obligations and other investments having maturities of five years
or less in an amount equal to 4% of the sum of the Bank's  average daily balance
of net withdrawable deposit accounts and borrowings payable in one year or less.
The liquidity requirement,  of which may be changed from time to tome by the OTS
to reflect  changing  economic  conditions,  is  intended to provide a source of
relatively  liquid  funds on which  the Bank may  rely,  if  necessary,  to fund
deposit  withdrawals or other short term funding  needs.  At March 31, 2000, the
Bank's regulatory liquidity was 19.1%. At such date, the Bank had commitments to
originate fixed rate loans totaling $3.1 million. The Bank had no commitments to
purchase or sell loans.  The Bank considers it is liquidity and capital reserves
sufficient to meet its outstanding short and long-term needs.

The  Bank  is  required  by   regulations  to  meet  certain   minimum   capital
requirements,  which must be generally as stringent as standards established for
commercial banks. Current capital requirements call for tangible capital of 1.5%
of adjusted total assets,  core capital (which, for the Bank, consists solely of
tangible capital) of 4.0% of adjusted total assets, except for institutions with
the highest  examination  rating and  acceptable  levels of risk, and risk-based
capital  (which,  for the Bank,  consists of core capital and general  valuation
allowances) of 8.0% of  risk-weighted  assets (assets are weighted at percentage
levels ranging from 0% to 100% depending on their relative risk).

The following table summarizes the Bank's  regulatory  capital  requirements and
actual capital at March 31, 2000.

<TABLE>
<CAPTION>
                             Actual                  Required                      Excess
                       -----------------        -------------------        --------------------
<S>                   <C>          <C>         <C>            <C>         <C>            <C>
Tangible Capital       $40.5       11.9%        $5.1           1.5%        $35.4          10.4%

Core Capital           $40.5       11.9%        $13.6          4.0%        $26.9           7.9%

Risk-Based Capital     $41.7       19.1%        $17.5          8.0%        $24.2          11.1%

</TABLE>


                                      -10-

<PAGE>

Results of Operations
---------------------

Net Income
----------
For the three months ended March 31, 2000, net income was $405,000 a decrease of
$46,000 compared to $451,000 for the three months ended March 31, 1999. This was
due primarily to a decrease in gains on the sale of loans and an increase in the
loan loss provision.

Interest Income
---------------
For the three  months  ended March 31, 2000,  interest  income of $6.6  million,
increased by $767,000  compared to the three months ended March 31, 1999 of $5.8
million.  Interest and fees on loans  increased by $978,000 for the three months
ended March 31, 2000,  compared to the three  months ended March 31, 1999.  This
increase was due to an overall  increase in the interest rate  environment and a
higher  volume of loans over  comparable  periods.  Interest  and  dividends  on
securities  available for sale decreased  $132,000 during the three months ended
March 31,  2000,  over the three  months  ended March 31, 1999 due to  principal
payments on  securities  available  for sale.  Interest on  overnight  fed funds
decreased $88,000 due to a lower volume of fed funds.

Interest Expense
----------------
Interest expense  increased by $782,000,  from $3.4 million for the three months
ended March 31, 1999,  compared to $4.2 million for the three months ended March
31, 2000. The increase was primarily due to an increase in FHLB advances to fund
loan growth. The interest on borrowings  increased by $683,000 from $1.0 million
for the three months ended March 31, 1999,  to $1.7 million for the three months
ended March 31, 2000.  These  borrowings are both fixed and  adjustable  rate in
nature.

Net Interest Income
-------------------
Net  interest  income  decreased by $15,000 to $2.4 million for the three months
ended March 31,  2000,  as compared to $2.4  million for the three  months ended
March 31, 1999.  This decrease is due to interest  expense  increasing  slightly
faster than the repricing of interest-earning  assets and the resulting increase
in interest income.

Provision for loan losses
-------------------------
The provision for loan losses is a result of management's  periodic  analysis of
the adequacy of the allowance for loan losses,  any specific  losses  applied to
that  allowance and changes in the volume and mix of the loan  portfolio.  There
was a $84,000 additional provision for loan losses during the three months ended
March 31, 2000 compared to $32,000 for the three months ended March 31, 1999.

Gain on sale of loans
---------------------
Gain on sale of loans was  $1,000  for the three  months  ended  March 31,  2000
compared to $79,000 for the same period in 1999.  The decrease is primarily  due
the rise in interest rates  reducing the volume of loans  originated for sale in
the secondary market.


                                      -11-

<PAGE>

Other Income
------------
Other income  increased  $20,000 for the three  months ended March 31, 2000,  to
$298,000 from $278,000 for the three months ended March 31, 1999.  This increase
is due to service fees,  overdraft fees, and ATM surcharge fees generated by the
increase in Cornerstone's  checking account  programs.  Other income consists of
branch fees, loan fees and checking account fees.

Other Expense
-------------
Total other expense decreased by $46,000,  from $2.1 million for the three month
period ended March 31, 1999, compared to $2.0 million for the three month period
ended March 31,  2000.  This is primarily  due to a reduction in FDIC  insurance
expense and state  franchise  taxes.  These  decreases were partially  offset by
additional  expenses incurred during the three month period ended March 31, 2000
associated  with the  Company's  conversion  to a new in-house  data  processing
system. Other expenses include compensation and benefits, occupancy,  marketing,
office operations, and other professional services.

Income Tax Expense
------------------
The volatility of income tax expense is primarily  attributable to the change in
net income  before  income  taxes.  Income tax expense  decreased  $33,000  from
$259,000  for the three  months  ended March 31, 1999 to $226,000 for the period
ended March 31, 2000, as a result of the lower income before taxes.



                                      -12-
<PAGE>

       ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

 The  Company's  primary  market risk  exposure is interest  rate risk and, to a
 lessor  extent,  liquidity  risk.  Interest  rate  risk is the  risk  that  the
 Company's  financial  condition will be adversely  affected due to movements in
 interest rates. The income of financial  institutions is primarily derived from
 the excess of interest earned on interest-earning assets over the interest paid
 on  interest-bearing   liabilities.   Accordingly,  the  Company  places  great
 importance on monitoring and  controlling  interest-rate  risk. The measurement
 and analysis of the exposure of the  Company's  primary  operating  subsidiary,
 Cornerstone  Bank, to changes in the interest rate  environment are referred to
 as  asset/liability  management.  One  method  used to  analyze  the  Company's
 sensitivity to changes in interest  rates is the "net portfolio  value" ("NPV")
 methodology used by the OTS as part of its capital regulations.

NPV is generally  considered to be the present value of the  difference  between
expected incoming cash flows on  interest-earning  and other assets and expected
outgoing cash flows on interest-bearing  and other liabilities.  The application
attempts  to  quantify  interest  rate risk as the change in the NPV which would
result from a theoretical  200 basis point (1 basis point equals .01%) change in
market interest rates.  Both a 200 basis point increase in market interest rates
and a 200 basis point decrease in market interest rates are considered. Based on
internal  analysis,   management  believes   Cornerstone's  interest  rate  risk
sensitivity  did not materially  change between  December 31, 1999 and March 31,
2000;  however,  the increase in interest rates continues to increase the Bank's
overall interest rate sensitivity.

 The  institution's  NPV is more sensitive to rising rates than declining rates.
 From an overall perspective,  such difference in sensitivity occurs principally
 because, as rates rise,  borrowers do not prepay fixed-rate loans as quickly as
 they do when interest  rates are  declining.  Thus,  in a rising  interest rate
 environment,  because the Company has  primarily  fixed-rate  loans in its loan
 portfolio,  the amount of interest the Company would receive on its loans would
 increase  relatively slowly as loans are slowly prepaid and new loans at higher
 rates are made.  Moreover,  the interest the Company  would pay on its deposits
 would increase  rapidly because the Company's  deposits  generally have shorter
 periods to repricing.

As with any method of measuring  interest rate risk,  certain  shortcomings  are
inherent  in  the  NPV  approach.  For  example,  although  certain  assets  and
liabilities may have similar maturities or periods of repricing,  they may react
in different  degrees to change in market  interest  rates.  Also,  the interest
rates on certain  types of assets and  liabilities  may  fluctuate in advance of
changes in market  interest  rates,  while interest rates on other types may lag
behind  changes in market rates.  Further,  in the event of a change in interest
rates, expected rates of prepayment on loans and mortgage-backed  securities and
early  withdrawal  levels from  certificates  of deposit  would  likely  deviate
significantly from those assumed in making risk calculations.


                                      -13-

<PAGE>

In the event that interest rates rise from the recent  historically  low levels,
Cornerstone's  net interest income could be expected to be negatively  affected.
Moreover,  rising interest rates could negatively affect Cornerstone's  earnings
and thereby the Company's earnings due to diminished loan demand. As part of its
interest rate risk  strategy,  Cornerstone  has attempted to utilize  adjustable
rate and short term duration loans and investments.

                                      -14-

<PAGE>

                            PART II-OTHER INFORMATION

Item 1.   Legal Proceedings
          -----------------
          None

Item 2.   Changes in Securities and Use of Proceeds
          -----------------------------------------
          None

Item 3.   Defaults Upon Senior Securities
          -------------------------------
          None

Item 4.   Submission of Matters to a Vote of Security Holders
          ---------------------------------------------------
          The annual  meeting of  shareholders  was held on April 27, 2000.  Two
     items were presented to shareholders for consideration and action:

          1)   The  re-election  of two  directors  John E. Field and William N.
               Scarff  of the  Corporation  for  terms  expiring  in 2003.  Both
               directors were re-elected receiving 1,576,647 votes and receiving
               1,575,109  votes  for   re-election.   The  remaining   directors
               continuing  after the meeting are:  David L.  Dillahunt,  John W.
               Raisbeck, Howard V. Dodds, Aristides G. Gianakopoulos and Jeffrey
               L. Levine.

          2)   The ratification of Crowe,  Chizek and Company L.L.P. as auditors
               for the Corporation for the fiscal year ending December 31, 2000.
               The  appointment  of auditors  was  ratified  with votes cast for
               1,584,354 and 22,056 against.


Item 5.   Other Information
          -----------------
          None

Item 6.   Exhibits and Reports on Form 8-K
          --------------------------------
          a)    Exhibits-Exhibit 27-Financial Data Schedule
          b)    Reports on Form 8-K-None




                                      -15-

<PAGE>


                                   SIGNATURES

Pursuant  to the  requirement  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.

                               WESTERN OHIO FINANCIAL CORPORATION
                               Registrant


Date:  May 12, 2000            /s/ John W. Raisbeck
                               ------------------------------------------
                               John W. Raisbeck, President
                                and Chief Executive Officer
                                (Duly Authorized Officer)

Date:  May 12, 2000            /s/ Craig F. Fortin
                               -------------------------------------------
                               Craig F. Fortin, Senior Vice President,
                                Treasurer and Chief Financial Officer
                               (Principal Financial and Accounting Officer)






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