.
                                  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 Quarterly Period ended June 30, 2000

Commission File Number 0-24120

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

           Delaware                                      31-1403116
           --------                                      ----------
(State or other jurisdiction of                        (IRS Employer
  incorporation or organization)                         Identification No.)

                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
          ------         ------

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

             Class:                            Outstanding at August 8, 2000
Common stock, $.01 par value                   1,912,064  common shares





<PAGE>


                       WESTERN OHIO FINANCIAL CORPORATION


                                      INDEX








                                                                           Page
PART I - FINANCIAL INFORMATION (UNAUDITED)

Item 1.  Condensed Financial Statements

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

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

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

      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.............     11

Item 3.  Quantitative and Qualitative Disclosure About Market Risk.....     16

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings..............................................    17

Item 2.  Changes in Securities and Use of Proceeds......................    17

Item 3.  Defaults Upon Senior Securities................................    17

Item 4.  Submission of Matters to a Vote of Security Holders............    17

Item 5.  Other Information..............................................    17

Item 6.  Exhibits and Reports on Form 8-K...............................    17

SIGNATURES ............................................................     18


                                       2
<PAGE>


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

--------------------------------------------------------------------------------
(Amounts in thousands)
<TABLE>
                                                                                          June 30,      December 31,
                                                                                            2000            1999
<S>                                                                                       <C>            <C>
ASSETS
     Cash and cash equivalents                                                        $      6,502     $      9,614
     Securities available for sale                                                          48,097           50,366
     Federal Home Loan Bank stock                                                            7,720            7,451
     Loans, net                                                                            279,446          254,654
     Loans held for sale                                                                         -              217
     Premises and equipment, net                                                             3,977            3,475
     Other assets                                                                            4,230            3,908
                                                                                      ------------     ------------

              Total assets                                                            $    349,972     $    329,685
                                                                                      ============     ============

LIABILITIES AND SHAREHOLDERS' EQUITY
     Deposits                                                                         $    208,044     $    202,331
     Borrowed funds                                                                         98,303           82,183
     Other liabilities                                                                       1,748            2,182
                                                                                      ------------     ------------
         Total liabilities                                                                 308,095          286,696
                                                                                      ------------     ------------

Shareholders' equity
     Common stock, $.01 par value, 7,250,000 shares authorized,
       2,645,000 shares issued                                                                  26               26
     Additional paid-in capital                                                             40,449           40,452
     Accumulated other comprehensive income                                                 (2,025)          (2,157)
     Unearned employee stock ownership plan shares                                            (952)          (1,071)
     Unearned management recognition plan shares                                              (151)            (200)
     Treasury stock; 773,166 and 649,166 shares at cost, respectively                      (15,486)         (14,121)
     Retained earnings                                                                      20,016           20,060
                                                                                      ------------     ------------
         Total shareholders' equity                                                         41,877           42,989
                                                                                      ------------     ------------

              Total liabilities and shareholders' equity                              $    349,972     $    329,685
                                                                                      ============     ============
</TABLE>


                                       3
--------------------------------------------------------------------------------
     See accompanying notes to condensed consolidated financial statements.

<PAGE>


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

<TABLE>

(Amounts in thousands, except per share data)                  Three Months Ended              Six Months Ended
                                                                    June 30,                       June 30,
                                                                    --------                       --------
                                                             2000           1999             2000           1999
                                                             ----           ----             ----           ----
<S>                                                       <C>            <C>            <C>            <C>
Interest income
     Loans, including fees                                $     5,435    $     4,765    $    10,409     $     9,375
     Securities                                                   805            875          1,655           2,178
     Interest-bearing deposits                                     24             58             57             179
     Other interest and dividend income                           138            123            269             243
                                                          -----------    -----------    -----------     -----------
                                                                6,402          5,821         12,390          11,654
                                                          -----------    -----------    -----------     -----------

Interest expense
     Deposits                                                   2,574          2,425          5,043           4,793
     Borrowed funds                                             1,313            934          2,409           1,973
                                                          -----------    -----------    -----------     -----------
                                                                3,897          3,359          7,457           6,766
                                                          -----------    -----------    -----------     -----------

Net interest income                                             2,515          2,462          4,938           4,888

Provision for loan losses                                          84             75            168             107
                                                          -----------    -----------    -----------     -----------

Net interest income after provision for loan losses             2,431          2,387          4,770           4,781
                                                          -----------    -----------    -----------     -----------

Noninterest income
     Service charges                                              293            240            590             507
     Other noninterest income                                       8             81             10             190
                                                          -----------    -----------    -----------     -----------
                                                                  301            321            600             697
Noninterest expense
     Salaries and employee benefits                             1,012          1,039          2,033           2,043
     Occupancy and equipment                                      193            254            392             483
     FDIC insurance                                                13             29             23              69
     State Franchise taxes                                        130            156            259             313
     Other noninterest expense                                    632            618          1,280           1,221
                                                          -----------    -----------    -----------     -----------
                                                                1,980          2,096          3,987           4,129

Income before income tax                                          752            612          1,383           1,349

Income tax expense                                                267            212            493             498
                                                          -----------    -----------    -----------     -----------

Net income                                                $       485    $       400    $       890     $       851
                                                          ===========    ===========    ===========     ===========


Earnings per common share
     Basic                                                $     .26      $      .20     $      .48      $      .43
     Diluted                                              $     .26      $      .19     $      .48      $      .42

     Dividends per common share                           $     .25      $      .25     $      .50      $      .50

</TABLE>

--------------------------------------------------------------------------------
     See accompanying notes to condensed consolidated financial statements.

                                       4

<PAGE>


                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (Unaudited)
--------------------------------------------------------------------------------
(Amounts in thousands)
<TABLE>
                                                              Three Months Ended              Six Months Ended
                                                                    June 30,                       June 30,
                                                                    --------                       --------
                                                             2000           1999            2000            1999
                                                             ----           ----            ----            ----
<S>                                                         <C>           <C>           <C>             <C>

Net income                                                $       485    $       400    $       890     $       851

Other comprehensive income (loss), net of tax:
     Unrealized gain (loss) on securities available
       for sale arising during the period                         195         (1,090)           132          (1,477)
     Reclassification adjustment for amounts
       realized on securities sales included
       in net income                                                -              -              -              _-
                                                          -----------    -----------    -----------     -----------

     Total other comprehensive income (loss)                      195         (1,090)           132          (1,477)
                                                          -----------    -----------    -----------     -----------

Comprehensive income                                      $       680    $      (690)   $     1,022     $      (626)
                                                          ===========    ===========    ===========     ===========

</TABLE>

--------------------------------------------------------------------------------
     See accompanying notes to condensed consolidated financial statements.


                                       5


<PAGE>


                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
--------------------------------------------------------------------------------
<TABLE>

                                                                                             Six Months Ended
(Amount in thousands)                                                                            June 30,
                                                                                             2000          1999
<S>                                                                                     <C>             <C>

Net cash from operating activities                                                      $       513     $     2,526

Cash flows from investing activities Loans:
         Loan originations, net of payments received                                        (12,791)         15,256
         Purchase of loans                                                                  (11,928)        (30,701)
         Proceeds from sale of loans                                                              -           1,344
     Securities available for sale:
         Maturities and principal payments                                                    2,418           9,224
     Premises and equipment expenditures                                                       (724)            (37)
     Proceeds from sale of premises and equipment                                                16               6
                                                                                        -----------     -----------
         Net cash from investing activities                                                 (23,009)         (4,908)
                                                                                        ------------    ------------

Cash flows from financing activities
     Net change in deposits                                                                   5,713           9,686
     Net decrease in advances from borrowers for taxes and insurance                           (118)           (442)
     Purchase of treasury stock                                                              (1,365)         (2,172)
     Cash dividends paid                                                                       (967)         (1,039)
     Proceeds from exercise of stock options                                                      -             111
     Proceeds from FHLB advances                                                             41,045          38,300
     Repayments on FHLB advances                                                            (24,924)        (46,578)
                                                                                        ------------    ------------
         Net cash from financing activities                                                  19,384          (2,134)
                                                                                        -----------     ------------

Net change in cash and cash equivalents                                                      (3,112)         (4,516)

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

Cash and cash equivalents at end of period                                              $     6,502     $     9,338
                                                                                        ===========     ===========


Supplemental  disclosures of cash flow  information
     Cash paid during the period for:
         Interest                                                                       $     7,437     $     7,165
         Income taxes                                                                           535             260
     Noncash activities
         Transfer of loans held for sale to portfolio loans                                     217               -

</TABLE>

--------------------------------------------------------------------------------
     See accompanying notes to condensed consolidated financial statements.

                                       6
<PAGE>


                       WESTERN OHIO FINANCIAL CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 banking business.

Consolidation  Policy:  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").

Use of Estimates:  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 Taxes: 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  and  tax  basis  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  Share:  Basic  earnings  per common share are based on net
income  divided by the  weighted  average  number of common  shares  outstanding
during the period.  Employee Stock Ownership Plan ("ESOP") shares are considered
to be outstanding for the calculation  unless unearned.  Management  Recognition
Plan ("MRP")  shares are considered  outstanding as they become vested.  Diluted
earnings per common share include the dilutive  effect of  additional  potential
common shares issuable under stock options.


--------------------------------------------------------------------------------

                                       7
<PAGE>

                       WESTERN OHIO FINANCIAL CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 2 - SECURITIES

The amortized cost and fair values of securities available for sale were as
follows:


<TABLE>
(Amounts in thousands)                                             Gross             Gross
                                              Amortized          Unrealized        Unrealized            Fair
                                                Cost                Gains             Loss               Value
<S>                                          <C>                 <C>              <C>               <C>
June 30, 2000

     U.S. government agencies              $        10,000     $            -     $       (1,184)   $         8,816
     Mortgage-backed securities                     41,164                 25             (1,908)            39,281
                                           ---------------     --------------     --------------    ---------------

     Total                                 $        51,164     $           25     $       (3,092)   $        48,097
                                           ===============     ==============     ==============    ===============

December 31, 1999

     U.S. government agencies              $        10,000     $                  $       (1,225)   $         8,775
     Mortgage-backed securities                     43,635                 28             (2,072)            41,591
                                           ---------------     --------------     --------------    ---------------

         Total                             $        53,635     $           28     $       (3,297)   $        50,366
                                           ===============     ==============     ==============    ===============

</TABLE>


There were no sales of securities during the three and six months ended June 30,
2000 or 1999.

NOTE 3 - LOANS

Loans were as follows:

<TABLE>
(Amounts in thousands)                                                              June 30,          December 31,
                                                                                      2000                1999
<S>                                                                             <C>                 <C>
     First mortgage loans secured by:
         One- to four- family residential                                       $       183,081    $        178,304
         Other properties                                                                60,586              52,572
         Construction properties                                                         11,377               6,923
                                                                                ---------------    ----------------
                                                                                        255,044             237,799
     Consumer and other loans
         Consumer                                                                         2,919               3,332
         Commercial                                                                      11,320               5,499
         Home equity                                                                     16,585              15,369
         Other                                                                                -                 157
                                                                                ---------------    ----------------
                                                                                         30,824              24,357

              Total loans                                                               285,868             262,156
     Less:
         Net deferred loan fees, premiums and discounts                                     (36)                (62)
         Loans in process                                                                (4,889)             (4,659)
         Allowance for loan losses                                                       (1,497)             (2,781)
                                                                                ---------------    ----------------

                                                                                $       279,446    $        254,654
                                                                                ===============    ================
</TABLE>
--------------------------------------------------------------------------------

                                       8

<PAGE>

                       WESTERN OHIO FINANCIAL CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 3 - LOANS (Continued)

Activity in the allowance for loan losses was as follows:

<TABLE>
(Amount in thousands)                                     Three Months Ended                Six Months Ended
                                                               June 30,                         June 30,
                                                          2000            1999             2000            1999
                                                          ----            ----             ----            ----
<S>                                                  <C>             <C>             <C>             <C>

Beginning balance                                   $       2,830    $       3,160   $       2,781   $        3,200
Provision for loan losses                                      84               75             168              107
Recoveries                                                     23               12              47               27
Charge-offs                                                (1,440)            (442)         (1,499)            (529)
                                                    -------------    -------------   -------------   --------------

Ending balance                                      $       1,497    $       2,805   $       1,497   $        2,805
                                                    =============    =============   =============   ==============
</TABLE>

Nonperforming loans were $2,082,000 and $2,755,000 at June 30, 2000 and
December 31, 1999.



NOTE 4 - EARNINGS PER COMMON SHARE

The factors used in the earnings per share computation were as follows:

(Amounts in thousands, except per share data)
<TABLE>

                                                     Three Months Ended                   Six Months Ended
                                                           June 30,                           June 30,
                                                        2000            1999            2000              1999
                                                        ----            ----            ----              ----
<S>                                                 <C>            <C>              <C>              <C>
Basic earnings per common share
     Net income                                    $         485   $          400   $          890   $          851
                                                   =============   ==============   ==============   ==============

     Weighted average common shares
       outstanding                                         1,916            2,043            1,935            2,076
     Less:  Average unallocated ESOP
       shares                                                (63)             (74)             (64)             (76)
     Less:  Average nonvested RRP shares                      (6)             (14)              (7)             (15)
                                                   -------------   --------------   --------------   --------------

     Average shares                                        1,847            1,955            1,864            1,985
                                                   =============   ==============   ==============   ==============

     Basic earnings per common share               $         .26    $         .20   $          .48   $         .43
                                                   =============    =============   ==============   =============

</TABLE>
--------------------------------------------------------------------------------

                                       9


<PAGE>

                       WESTERN OHIO FINANCIAL CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 4 - EARNINGS PER COMMON SHARE (Continued)

<TABLE>
                                                     Three Months Ended                   Six Months Ended
                                                           June 30,                           June 30,
                                                        2000            1999            2000              1999
                                                        ----            ----            ----              ----
<S>                                                <C>             <C>              <C>               <C>

Diluted earnings per common share
     Net income                                    $         485   $          400   $          890   $          851
                                                   =============   ==============   ==============   ==============
     Weighted average common shares
       outstanding for basic earnings per
       common shares                                       1,847            1,955            1,864            1,985
     Add:  Dilutive effects of average
       nonvested RRP shares                                    -                7                -                6
     Add:  Dilutive effects of stock options                   3               22                4               16
                                                   -------------   --------------   --------------   --------------

     Average shares and dilutive potential
       common shares                                       1,850            1,984            1,868            2,007
                                                   =============   ==============   ==============   ==============

     Diluted earnings per common share             $         .26   $         .19    $          .48   $         .42
                                                   =============   =============    ==============   ==============
</TABLE>



Stock  options  for  181,590  shares  of common  stock  were not  considered  in
computing  diluted  earnings per common share for the three and six months ended
June 30, 2000 as they were antidilutive.

NOTE 5 - STOCK OPTION PLANS

The following is a summary of activity in the stock option and incentive plan:

<TABLE>
                                                                                    Stock Options
                                                           --------------------------------------------------
                                                           Options                          Weighted Average
                                                          Available           Options           Exercise
                                                          for Grant         Outstanding           Price
                                                          ---------         -----------      ----------------

<S>                                                        <C>              <C>                <C>
     December 31, 1999                                     208,837           194,041            $ 19.60

     Granted                                               (52,605)           52,605               14.75
     Forfeited                                               5,300            (5,300)              18.50
     Exercised                                                   -                 -                   -
                                                      -------------     -------------      --------------

     June 30, 2000                                         161,532           241,346            $  18.56
                                                     =============      =============       =============
</TABLE>

--------------------------------------------------------------------------------

                                       10





<PAGE>


                       WESTERN OHIO FINANCIAL CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------

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 June 30,
2000 as compared to December 31,  1999,  and the results of  operations  for the
three and six months  ended June 30,  2000,  compared  with the same  periods 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.

Analysis of Financial Condition

Consolidated  assets of the Company  totaled $350.0 million at June 30, 2000, an
increase of $20.3 million from the December 31, 1999,  total of $329.7  million.
The primary  increase  in assets is a result of an increase of $24.8  million in
net loans receivable.  Funds for the loan growth were primarily obtained through
additional  Federal  Home Loan Bank  borrowings  of $16.1  million and a deposit
increase of $5.7 million.

Net loans increased $24.7 million,  or 9.7% during the six months ended June 30,
2000,  increasing  from $254.7 million in December 31, 1999 to $279.4 million on
June 30, 2000. For the period,  commercial loans increased $5.8 million to $11.3
million at June 30,  2000.  Other real estate  properties  also  increased  $8.0
million  from $52.6  million at December  31, 1999 to $60.6  million at June 30,
2000. These increases were the result of  Cornerstone's  effort to diversify its
portfolio  into more  commercial  type  loans.  Traditional  one-to-four  family
residential  mortgage  loans  increased  $4.8 million to $183.1 at June 30, 2000
from $178.3 million at December 30, 1999. This increase includes the purchase of
approximately $11.9 million adjustable rate mortgage loans.

--------------------------------------------------------------------------------

                                       11

<PAGE>
                       WESTERN OHIO FINANCIAL CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------

Cash and cash equivalents  decreased by $3.1 million to $6.5 million on June 30,
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  $2.3 million  from $50.4  million at
December 31,  1999,  to $48.1  million on June 30, 2000.  The decline was due to
principal repayments on existing  mortgage-backed  securities available for sale
being used to fund loan growth.

Deposits at June 30, 2000 totaled $208.0  million,  an increase of $5.7 million,
or 2.8% from $202.3  million at December 31, 1999.  The majority of the increase
occurred in demand and NOW accounts where  Cornerstone is attempting to grow its
retail and commercial checking account relationships.

FHLB  advances  at June 30, 2000  totaled  $98.3  million,  an increase of $16.1
million or 19.6% 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 improve the Company's return on equity over time. Additionally,  the Company
used advances to better match estimated  maturities of larger loan  originations
and purchases during the period. The new advances are both fixed and variable in
nature.

Total shareholders' equity decreased $1.1 million from $43.0 million at December
31, 1999, to $41.9  million at June 30, 2000.  This decrease is primarily due to
the Company purchasing approximately $1.4 million of its common stock during the
first half 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.


Results of Operations

Operating  results of the Company are affected by general  economic  conditions,
monetary  and fiscal  policies  of federal  agencies  and  policies  of agencies
regulating financial institutions.  The Company's cost of funds is influenced by
interest  rates on competing  investments  and general market rates of interest.
Lending  activities  are influenced by demand for real estate and other types of
loans which,  in turn, is affected by the interest rates at which such loans are
made,  general  economic  conditions  and  availability  of  funds  for  lending
activities.

The Company's net income is primarily  dependent on its net interest income (the
difference  between  interest income  generated on  interest-earning  assets and
interest expense incurred on interest-bearing  liabilities).  Net income is also
affected  by  provisions  for loan  losses,  service  charges,  gains on sale of
assets,  other income,  noninterest  expense and income taxes. The Company's net
income of  $485,000  and  $890,000  for the three and six months  ended June 30,
2000,  represented  increases of $85,000 and $39,000  when  compared to the same
periods in 1999. Basic earnings per share increased $.06 and $.05 per share from
$.20 and $.43 per for 1999 to $.26 and $.48 per share for 2000.

--------------------------------------------------------------------------------

                                       12

<PAGE>

                       WESTERN OHIO FINANCIAL CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------

Net  interest  income is the largest  component of the  Company's  income and is
affected  by the  interest  rate  environment  and  volume  and  composition  of
interest-earning  assets and interest-bearing  liabilities.  Net interest income
totaled  $2,515,000  and  $4,938,000 for the three and six months ended June 30,
2000,  compared to $2,462,000  and  $4,888,000 for the same periods in 1999. The
Company remains  liability  sensitive whereby its  interest-bearing  liabilities
will generally reprice more quickly than its interest-earning assets. Therefore,
the Company's net interest margin will generally  increase in periods of falling
interest  rates in the market and will  decrease  in periods of rising  interest
rates as is currently being experienced.  Accordingly, in a rising interest rate
environment,  the  Company  may need to  increase  rates to  attract  and retain
deposits.  Due to this negative gap position, the rise in interest rates may not
have  such an  immediate  impact  on  interest-earning  assets.  This lag  could
negatively affect net interest income in future periods

Interest and fees on loans totaled  $5,435,000 and $10,409,000 for the three and
six months ended June 30, 2000 compared to $4,765,000  and  $9,375,000 the three
and six months  ended  June 30,  1999.  The  increases  were due to the  overall
increase in the interest rate  environment,  higher average loan  balances,  and
increased origination of commercial and commercial real estate loans.

Interest and dividends on securities  totaled  $805,000 and  $1,655,000  for the
three and six months ended June 30, 2000,  and $875,000 and  $2,178,000  for the
three and six months  ended June 30,  1999.  The  decrease  was due to principal
payments on securities and reinvestment of funds in higher yielding loans.

Interest on deposits  totaled  $2,579,000  and  $5,048,000 for the three and six
months ended June 30, 2000 and  $2,425,000  and $4,793,000 for the three and six
months ended June 30,  1999.  This  increase was due to the overall  increase in
interest  rates   resulting  in  a  higher  cost  to  attract  and  retain  both
certificates of deposit and money market accounts.

Interest on FHLB advances was  $1,313,000  and  $2,409,000 for the three and six
months ended June 30, 2000 compared to $934,000 and $1,973,000 for the three and
six months ended June 30, 1999.  The increase is due an increase  borrowing from
the FHLB to fund loan  growth and higher  rates on  advances  due to the overall
increase in rates.

The  Company  maintains  an  allowance  for loan losses in an amount  which,  in
management's  judgement,  is  adequate  to  absorb  probable  losses in the loan
portfolio.   While  management  utilizes  its  best  judgement  and  information
available,  ultimate  adequacy of the  allowance  is  dependent  on a variety of
factors,  including  performance of the Company's loan  portfolio,  the economy,
changes in real estate values and interest  rates and the view of the regulatory
authorities  toward  loan  classifications.  The  provision  for loan  losses is
determined  by  management  as the amount to be added to the  allowance for loan
losses  after net  charge-offs  have been  deducted to bring the  allowance to a
level considered  adequate to absorb probable losses in the loan portfolio.  The
amount of the  provision  is based on  management's  regular  review of the loan
portfolio  and  consideration  of such factors as  historical  loss  experience,
changes in size and  composition  of the loan  portfolio  and specific  borrower
considerations,  including  ability  of the  borrower  to repay the loan and the
estimated  value of the  underlying  collateral.  The  provision for loan losses
totaled  $84,000 and  $168,000 for the three and six months ended June 30, 2000,
compared to $75,000  and  $107,000  for the three and six months  ended June 30,
1999.

Loan  charge-offs  were  $1,440,000  and $1,499,000 for the three and six months
ended June 30, 2000  compared to $442,000  and  $529,000 for the same periods in
1999.  During the three  months ended June 30,  2000,  the Company  resolved two
large  problem  loans  and  charged-off  portions  of  two  other  problem  loan

--------------------------------------------------------------------------------

                                       13

<PAGE>

                       WESTERN OHIO FINANCIAL CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------
relationships.  These loans were previously  identified and reported as impaired
and specific loan loss reserves had been  established for them. The two resolved
loans included principal repayments of $366,000 and principal losses of $233,000
against which  $209,000 of specific  reserves had been  established.  Based on a
lack of current  progress in  resolving  the other two problem  loans as well as
improved  reporting  capabilities of the new data processing system installed in
March 2000, management  charged-off  approximately  $1,115,000 of loan principal
against the allowance.  Specific  reserves of approximately  the same amount had
previously been established. The Company continues to actively pursue collection
of these two relationships.

Noninterest  income  totaled  $301,000 and $600,000 for the three and six months
ended June 30, 2000  compared to $321,000  and  $697,000 for the same periods in
1999.  The decrease is primarily due to the rise in interest rates which reduced
the volume of loans  originated for sale in the secondary market and a gain last
year on the sale of loan servicing.

Noninterest  expense  totaled  $1,980,000  and  $3,987,000 for the three and six
months ended June 30, 2000 compared to $2,096,000  and  $4,129,000  for the same
periods in 1999.  Noninterest expense is comprised of employee  compensation and
benefits,  occupancy,  deposit  insurance  premiums,  state  franchise taxes and
miscellaneous other expenses.  No individual  component had a significant change
from the same period in 1999.

The  change in income  tax is  primarily  attributable  to the  change in income
before income taxes.  Income tax expense  totaled  $267,000 and $493,000,  or an
effective  rate of 35.6%,  for the three and six  months  ended  June 30,  2000,
compared to $212,000 and $498,000,  or an effective rate of 34.6% and 36.9%, for
the three and six months ended June 30, 1999.


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  Cornerstone's  average  daily
balance of net withdrawable  deposit accounts and borrowings payable in one year
or less.  The liquidity  requirement,  which may be changed from time to time by
the OTS to reflect changing economic conditions, is intended to provide a source
of relatively liquid funds on which Cornerstone may rely, if necessary,  to fund
deposit  withdrawals  or  other  short-term  funding  needs.  At June  30,  2000
Cornerstone's  regulatory  liquidity was 17.31%.  At such date,  Cornerstone had
commitments to originate  fixed rate loans  totaling $3.1 million.  In addition,
Cornerstone  had $5.5  million  in  commitments  to fund  loans  on  residential
properties  under  construction.  Unused  commercial  lines of credit  were $2.6
million and unused home equity lines of credit were $11.2  million.  Cornerstone
had no  commitments  to  purchase  or sell  loans.  Cornerstone  considers  it's
liquidity  and capital  reserves  sufficient to meet its  outstanding  short and
long-term needs.


Capital Resources

Cornerstone  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 Cornerstone,  consists solely
--------------------------------------------------------------------------------

                                       14

<PAGE>
                       WESTERN OHIO FINANCIAL CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------
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 Cornerstone,  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 Cornerstone's regulatory capital requirements and
actual capital at June 30, 2000.
<TABLE>


                                                                                 Excess of actual
                                                                               capital over current
                               Actual capital          Current requirement          requirement          Applicable
                          ----------------------       -------------------     ---------------------
(Dollars in thousands)     Amount      Percent         Amount      Percent      Amount     Percent     Asset Total
                           ------      -------         ------      -------      ------     -------     -----------
<S>                        <C>          <C>            <C>            <C>       <C>         <C>          <C>
Tangible capital           $ 41,033     11.65%         $ 5,283        1.5%      $35,750     10.15%       $352,190
Core capital                 41,033     11.65           14,088        3.0        26,945      8.65         350,190
Risk-based capital           42,290     18.33           18,454        8.0        23,836     10.33         230,669

</TABLE>


--------------------------------------------------------------------------------

                                       15

<PAGE>


                       WESTERN OHIO FINANCIAL CORPORATION
                     QUANTITATIVE AND QUALITATIVE DISCLOSURE
                                ABOUT MARKET RISK
--------------------------------------------------------------------------------


Item 3.  Quantitative and Qualitative Disclosure About Market Risk
         ---------------------------------------------------------

There  have  been  no  material  changes  in the  quantitative  and  qualitative
disclosures  about market risk as of June 30, 2000,  from that  presented in the
Company's  Annual  Report on Form 10-K for the fiscal  year ended  December  31,
1999.


--------------------------------------------------------------------------------

                                       16



<PAGE>


                       WESTERN OHIO FINANCIAL CORPORATION
                           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 Number            Description
               --------------            -----------
               27.0                      Financial Data Schedule

               (b)  No current reports on Form 8-K were filed by the Registrant
                    during the quarter ended June 30, 2000.


--------------------------------------------------------------------------------

                                       17

<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.

                                  WESTERN OHIO FINANCIAL CORPORATION
                                  ----------------------------------
                                  (Registrant)



Date:                          /s/
     -------------------      ------------------------------------------------
                               President and Chief Executive Officer
                               (Principal Executive Officer)


Date:                        /s/
     -------------------     --------------------------------------------------
                              Senior Vice President and Chief Financial Officer
                               (Principal Financial Officer)


--------------------------------------------------------------------------------

                                       18