SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



For Quarter Ended March 31, 1999           Commission File Number 0-24120


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


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


28 EAST MAIN STREET, SPRINGFIELD, OHIO               45501-0719
--------------------------------------               ----------
(Address of principal executive offices)             (Zip Code)


                                 (937) 325-4683
                                 --------------
              (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 6, 1999 there were 1,988,507 shares of the  Registrant's  common stock
issued and outstanding.


<PAGE>

                                     INDEX



                       WESTERN OHIO FINANCIAL CORPORATION
                       ----------------------------------



PART I.     FINANCIAL INFORMATION                              PAGES
-------     ---------------------                              -----

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....    8-14
Item 3.     Quantitative and Qualitative Disclosures
             About Market Risk................................    15


PART II.    OTHER INFORMATION
--------    -----------------

Item 4.     Submission of Matters to a Vote of Security
              Holders.........................................    16

Item 6.     Exhibits and REports on Form 8-K..................    16

Signatures....................................................    17




                                      -2-
<PAGE>


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


<TABLE>
<CAPTION>

                                                        March 31,     December 31,
(Dollars in thousands)                                     1999            1998
----------------------------------------------------------------------------------
<S>                                                      <C>               <C>
               ASSETS

Cash and cash equivalents                             $  10,105        $  13,854
Securities available for sale, at fair value              9,575           15,402
Mortgage-backed securities available
 for sale, at fair value                                 47,888           50,044
Federal Home Loan Bank stock, at cost                     7,068            6,948
Loans receivable, net                                   235,373          234,812
Premises and equipment, net                               3,173            3,241
Real estate owned                                            56               56
Other assets                                              4,463            3,371
----------------------------------------------------------------------------------
Total Assets                                          $ 317,701        $ 327,728
==================================================================================


        LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                              $ 198,401          192,966
Advances from the Federal Home
 Loan Bank of Cincinnati                                 71,014           85,252
Other liabilities                                         2,163            1,916
----------------------------------------------------------------------------------
   Total Liabilities                                    271,578          280,134
==================================================================================

Stockholders' equity
Common stock                                                 26               26
Additional paid-in-capital                               40,382           40,452
Accumulated Other Comprehensive Income                     (607)            (120)
Unearned ESOP                                            (1,260)          (1,309)
Unearned MRP-Deferred                                    (1,043)          (1,092)
Treasury Stock;  527,936 and 476,317 shares
 at cost respectively                                   (11,790)         (10,714)
Retained earnings(substantially restricted)              20,295           20,351
----------------------------------------------------------------------------------
 Total Shareholders' equity                              46,123           47,594
----------------------------------------------------------------------------------
Total Liabilities And Shareholders' Equity            $ 317,701        $ 327,728
==================================================================================
See Notes to Consolidated Financial Statements.
</TABLE>


                                      -3-

<PAGE>

                       WESTERN OHIO FINANCIAL CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                  For the Quarter Ended
                                                                          March 31,
(Dollars in thousands except per share amounts)                     1999             1998
-------------------------------------------------------------------------------------------
<S>                                                                   <C>            <C>

Interest Income:
  Interest and fees on loans                                     $   4,620      $   5,437
  Interest on mortgage-backed securities                               765            367
  Interest and dividends on investment securities                      217            366
  Interest on overnight and interest bearing deposits                  121            455
  Other interest and dividends                                         120            115
-------------------------------------------------------------------------------------------
     Total Interest Income                                           5,843          6,740
-------------------------------------------------------------------------------------------

Interest expense:
  Interest expense on deposits                                       2,369          3,183
  Interest on borrowings                                             1,038            972
-------------------------------------------------------------------------------------------
     Total Interest Expense                                          3,407          4,155
-------------------------------------------------------------------------------------------

Net Interest Income                                                  2,437          2,585
Provision for losses on loans                                           32              -

Net interest income after provision for losses                       2,405          2,585

Gain on sale of loans and securities                                    79            173

Other income                                                           278            220
-------------------------------------------------------------------------------------------
Other expenses                                                      (2,052)        (2,262)
-------------------------------------------------------------------------------------------

  Income before income taxes                                           710            716
-------------------------------------------------------------------------------------------
Income tax expense                                                     259            281
-------------------------------------------------------------------------------------------
Net Income                                                       $     451      $     435
===========================================================================================

Earnings per share:
  Basic                                                          $    0.22      $    0.19
  Diluted                                                        $    0.22      $    0.19
===========================================================================================

See Notes to Consolidated Financial Statements.

</TABLE>



                                      -4-




<PAGE>

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


<TABLE>
<CAPTION>

                                                                      For the Quarter Ended
                                                                            March 31,
                                                                      1999              1998
(Dollars in thousands except per share amounts)
-----------------------------------------------------------------------------------------------
<S>                                                                   <C>                <C>

Net income                                                             451               435

Other comprehensive income, net of tax:
Unrealized gains / (losses) arising during period                     (387)              (42)
Less:  reclassification adjustment for accumulated
     gains/losses included in net income                                                 (99)
-----------------------------------------------------------------------------------------------

Other comprehensive income                                            (387)             (141)
-----------------------------------------------------------------------------------------------

Comprehensive income                                                    64               294
===============================================================================================

</TABLE>




                                      -5-


<PAGE>

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


<TABLE>
<CAPTION>


                                                                               For the Quarter Ended
                                                                                      March 31,
(Dollars in thousands)                                                          1999            1998
-----------------------------------------------------------------------------------------------------
<S>                                                                             <C>           <C>


Cash flows from operating activities                                         $    1,398      $    868
-----------------------------------------------------------------------------------------------------

Cash flows from investing activities:
  Loans:
    Originations                                                                (14,497        (8,002)
    Purchases                                                                   (21,101             -
    Collections                                                                  32,541        21,289
    Sales                                                                         1,344
  Mortgage-backed securities:
    Collections                                                                   1,859         1,293
  Investment securities:
    Maturities                                                                    5,500         1,000
    Sales                                                                                         151
  Property and equipment:
    Additions                                                                       (16)          (56)
    Sale proceeds                                                                     6
-----------------------------------------------------------------------------------------------------


             Net cash provided by investing activities                           5,636         15,675                           -
-----------------------------------------------------------------------------------------------------
Cash flows from financing activities:
  Net increase (decrease) in deposits                                            5,435          9,286
  Net decrease in advances from borrowers for taxes and insurance                 (314)          (486)
  Treasury stock repurchase                                                     (1,200)          (836)
  Dividends paid                                                                  (529)          (603)
  Stock options, net                                                                63            (27)
  Advances from Federal Home Loan Bank:
    Net borrowings                                                               7,100
    Repayments                                                                 (21,338)       (14,512)
-----------------------------------------------------------------------------------------------------
             Net cash provided (used) by financing activities                  (10,783)        (7,178)
-----------------------------------------------------------------------------------------------------

Net Increase (decrease) in cash and cash equivalents
                                                                                (3,749)         9,365
Cash and cash equivalents:
  Beginning                                                                     13,854         31,239
-----------------------------------------------------------------------------------------------------

  Ending                                                                        10,105         40,604
=====================================================================================================
See Notes to Consolidated Financial Statements.

</TABLE>
                                      -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,  West Central Mortgage  Services,  Inc.  ("WCMS") and West Central
Financial Services, Inc. ("WCFS").

BASIS OF PRESENTATION:
The accompanying  unaudited condensed 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  condensed  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, 1998.
The  financial  data and results of  operations  for periods  presented  may not
necessarily  reflect  the  results  to be  anticipated  for the entire  year.  .

EARNINGS PER COMMON AND COMMON  EQUIVALENT  SHARE:  Basic earnings per share are
computed  by  dividing   income   available  to  common   shareholders   by  the
weighted-average  number of common shares  outstanding  for the period.  Diluted
earnings per share  includes the dilutive  effect of stock  options  granted and
unearned MRP shares using the treasury stock method.  The basic weighted average
number of common  shares  outstanding  during the three month period ended March
31, 1999 and March 31,  1998 were  2,015,122  and  2,254,347  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, 1999 and March 31,
1998 were 2,039,263 and 2,322,142, respectively.


                                       -7-

<PAGE>



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

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.

IMPACT OF THE YEAR 2000-The  Company's lending and deposit activities are almost
entirely dependent upon computer systems which process and record  transactions,
although  the  Company can  effectively  operate  with manual  systems for brief
periods when its  electronic  systems  malfunction  or cannot be  accessed.  The
Company utilizes the services of a nationally recognized data processing service
bureau that  specializes  in data  processing  for  financial  institutions.  In
addition  to its  basic  operating  activities,  the  Company's  facilities  and
infrastructure,  such as security  systems  and  communications  equipment,  are
dependent, to varying degrees, upon computer systems.

The Company is aware of the potential Year 2000 related problems that may affect
the  computers  that  control  or  operate  the  Company's   operating  systems,
facilities  and  infrastructure.  In  1997,  the  Company  began  a  process  of
identifying  any Year  2000  related  problems  that may be  experienced  by its
computer-operated or  computer-dependent  systems. The Company has contacted the
companies   that  supply  or  service   the   Company's   computer-operated   or
computer-dependent  systems  to obtain  confirmation  that each  system  that is
material  to the  operations  of the  Company  is  either  currently  Year  2000
compliant or is expected to be Year 2000 compliant. With respect to systems that
cannot presently be confirmed as Year 2000 compliant,  the Company will continue
to work with the  appropriate  supplier or  servicer to ensure all such  systems
will  be  rendered  compliant  in a  timely  manner,  with  minimal  expense  or
disruption of the Company's  operations.  All of the identified computer systems
affected by the Year 2000 issue are currently in the  renovation,  validation or
implementation phase of the process of becoming Year 2000 compliant.  Other than
public  utilities,  the various  companies whose services are deemed critical to
the mission of the Company  have been tested or  assurances  received  that such
companies will be Year 2000 compliant.

                                      -8-


<PAGE>

As a contingency plan, the Company has determined that if such service providers
were to have their systems  fail,  the Company would  implement  manual  systems
until such systems could be re-established. The Company does not anticipate that
such  short-term  manual  systems  would have a material  adverse  effect on the
Company's operations. The expense of any change in suppliers or servicers is not
expected to be material to the  Company.  The Company has  examined its computer
hardware and software and determined it will cost approximately $128,000 to make
such systems Year 2000 compliant.  Of that amount, the Company has already spent
approximately $54,000. At this time, however, any additional expense that may be
incurred  by  the  Company  in  connection  with  Year  2000  issues  cannot  be
determined.

In addition to the  possible  expense  related to its own  systems,  the Company
could  incur  losses if loan  payments  are  delayed  due to Year 2000  problems
affecting  any of the Company's  significant  borrowers or impairing the payroll
systems of large  employers in the Company's  primary  market area.  Because the
Company's  loan  portfolio  is highly  diversified  with  regard  to  individual
borrowers and types of businesses  and the Company's  primary market area is not
significantly dependent on one employer or industry, the Company does not expect
any  significant  or prolonged  Year 2000 related  difficulties  will affect net
earnings or cash flow.









                                      -9-

<PAGE>



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

FINANCIAL CONDITION
Western Ohio Financial  Corporation  ("the  Company") is the holding  company of
Cornerstone Bank.  Consolidated  assets of the Company totaled $317.7 million at
March 31, 1999, a decrease of $10.0 million from the December 31, 1998, total of
$327.7 million. The primary decrease in assets is a result of a decrease of $5.8
million in securities as well as decreases in cash and cash  equivalents of $3.7
million  and  mortgage-backed  securities  of  $2.2  million.  Funds  were  used
primarily to repay Federal Home Loan Bank borrowings.

Loans  receivable  increased  $600,000  during the three  months ended March 31,
1999,  increasing  from $234.8 million in December 31, 1998 to $235.4 million on
March 31, 1999. This slight increase is the net result of the Company purchasing
participation  loans to offset the  amortization  and prepayment of its mortgage
loan portfolio.

Cash and cash  equivalents  decreased by $3.7 million to $10.1  million on March
31, 1999,  from $13.9  million on December 31, 1998.  Cash and cash  equivalents
consist  of  cash,  checking  deposits  and  federal  funds  deposited  at other
financial institutions.

Securities available for sale decreased $5.8 million or 37.8% from $15.4 million
at  December  31,  1998,  to $9.6  million on March 31,  1999.  The  decrease is
primarily the result of securities maturing or being called during March 1999.

The Company's  mortgage-backed  securities  available for sale decreased by $2.2
million or 4.4% from $50.1  million on December  31, 1998,  to $47.9  million on
March 31, 1999. This was due to principal repayments on existing mortgage-backed
securities  available for sale. A portion of these  securities is often referred
to as derivatives.  The derivative  securities are all adjustable rate in nature
and were not "high risk"  securities under the criteria set forth by the Federal
Financial Institutions Examination Council ("FFIEC").

The  investment  in the  stock  of the  Federal  Home  Loan  Bank of  Cincinnati
increased by $116,500 from $6.9 million at December 31, 1998, to $7.1 million at
March 31, 1999.  The increase is due to the stock  dividends paid by the Federal
Home Loan Bank.  This investment is dictated by an  institution's  membership in
the Federal Home Loan Bank and is a factor of the  institution's  borrowings and
total assets. Currently,  dividends on such stock are paid primarily in the form
of additional shares of stock.

Other assets  increased  $1.1 million over the three months ended March 31, 1999
primarily due to an increase in prepaid expenses.

Deposits at March 31, 1999 totaled $198.4  million,  an increase of $5.4 million
from $193.0  million at December 31,  1998.  This  increase is generally  due to
Cornerstone's  aggressive  attempt  to  increase  deposits,  especially  in  the
checking account base.

                                      -10-

<PAGE>


Advances at March 31, 1999 totaled $71.0 million, a decrease of $14.2 million or
16.7% from $85.2 million at December 31, 1998.  Advances were repaid from excess
cash and cash  equivalents  and the decrease in securities  and  mortgage-backed
securities. The advances have fixed and variable rates.

Other liabilities  increased $247,000 from $1.9 million on December 31, 1998, to
$2.2 million on March 31, 1999.  This increase is due to an increase in deferred
taxes offset by a decrease in advance payments held in escrow due to taxes being
paid in the first quarter of 1999.

Total stockholders' equity decreased $1.5 million from $47.6 million at December
31, 1998, to $46.1 million at March 31, 1999.  This decrease is primarily due to
the Company  purchasing  approximately  $1.2 million of its own stock during the
first quarter of 1999.

As of March 31,  1999,  the  Company  had  commitments  to make $1.9  million of
residential loans and no commitments to make  nonresidential  mortgage loans. It
is expected that these loans will be funded within 30 days. The Company also had
$2.4  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 $1.1  million and unused home
equity lines of credit were $9.1 million.  Commitments to originate  nonmortgage
loans total $0.5 million.

                                      -11-


<PAGE>


CAPITAL RESOURCES AND LIQUIDITY OF CORNERSTONE BANK

Cornerstone  Bank  is  subject  to  various  regulatory   capital   requirements
administered by the federal regulatory agencies. Failure to meet minimum capital
requirements can initiate certain mandatory  actions that, if undertaken,  could
have a direct  material  effect on  Cornerstone's  financial  statements.  Under
capital adequacy  guidelines and the regulatory  framework for prompt corrective
action,  Cornerstone  must meet specific  guidelines  that involve  quantitative
measures of Cornerstone's  assets,  liabilities,  and certain  off-balance sheet
items as calculated under regulatory  accounting  practices.  At March 31, 1999,
management  believes  Cornerstone is in compliance  with all regulatory  capital
requirements.  Cornerstone  is  considered  well  capitalized  under the Federal
Deposit  Insurance  Act at March 31,  1999.  The  following  is a summary of the
Bank's approximate regulatory capital position and minimum required levels to be
adequately  capitalized under prompt  corrective  action  regulations in dollars
(millions) and as a percentage of regulatory assets, at March 31, 1999.

                           Actual            Required           Excess

Tangible Capital       $41.6    13.1%    $4.8       1.5%    $36.8      11.6%
Core Capital           $41.6    13.1%    $12.7      4.0%    $28.9       9.1%
Risk-Based Capital     $43.1    23.3%    $14.8      8.0%    $28.3      15.3%

Federal  regulations  require the Bank to maintain an average  daily  balance of
liquid assets including mortgage-backed securities,  equal to at least 4% of the
sum of its  average  daily  balance of net  withdrawable  deposit  accounts  and
borrowings  payable  in one year or less  for the  preceding  calendar  quarter.
Liquidity is measured by cash and certain  investments  that are not  committed,
pledged,  or required to  liquidate  specific  liabilities.  The  following is a
summary of the Bank's regulatory liquidity and short-term liquidity ratios.


                       March 31,     December 31,   September 30,    June 30,
                         1999            1998            1998         1998
                       --------      ------------   -------------    --------
Liquid Assets            34.4%           36.3%          38.8%          27.4%

The above tables pertain only to  Cornerstone.  The resources of the Company are
not considered in meeting the above requirements.



                                      -12-
<PAGE>



RESULTS OF OPERATIONS

GENERAL
For the three months  ended March 31, 1999,  net income was $451,000 an increase
of $16,000  compared to $435,000 for the three months ended March 31, 1998. This
was due primarily to a decrease in non-interest  expense  exceeding the decrease
in net interest income.

INTEREST  INCOME
For the three  months  ended March 31, 1999,  interest  income of $5.8  million,
decreased by $897,000  compared to the three months ended March 31, 1998 of $6.7
million.  Interest and fees on loans  decreased by $817,000 for the three months
ended March 31, 1999, compared to the three months ended March 31, 1998. This is
due to a lower volume of loans over  comparable  periods  resulting from selling
loans  in  the  secondary  market  rather  than  maintaining  the  loans  in the
portfolio.  Interest and dividends on investment  securities  decreased $149,000
during the three months ended March 31, 1999,  over the three months ended March
31, 1998 due to principal payments on securities available for sale. Interest on
mortgage-backed  securities  increased $398,000 mostly as a result of purchasing
additional  mortgage-backed securities available for sale. Interest on overnight
fed funds  decreased  $334,000 or 73.4% due to a lower volume of fed funds after
funding the Cincinnati area deposit sale.

INTEREST EXPENSE
Interest expense  decreased by $748,000,  from $4.2 million for the three months
ended March 31,  1998,  as compared to $3.4  million for the three  months ended
March 31, 1999.  The decrease was  primarily  due to the sale of deposits in the
Cincinnati  area  completed  in the fourth  quarter  of 1998.  The  interest  on
borrowings  increased  slightly by $66,000  from  $972,000  for the three months
ended March 31, 1998, to  approximately  $1.0 million for the three months ended
March 31, 1999. These borrowings are both fixed and adjustable rate in nature.

NET INTEREST INCOME
Net interest  income  decreased a modest  $148,000 to $2.4 million for the three
months  ended March 31,  1999,  as compared to $2.6 million for the three months
ended March 31, 1998. This decrease is due to the reduction in interest  expense
from  deposits  being sold offset by the  decrease  in interest  income from the
reduction of investment securities and overnight fed funds.

PROVISION FOR LOSSES ON LOANS
The provision for loan losses is a result of management's  periodic  analysis of
the adequacy of the allowance for loan losses and any specific losses applied to
that allowance.  There was a $32,000 additional provision for loan losses during
the three  months ended March 31, 1999  compared to no  provision  for the three
months ended March 31, 1998.

GAIN ON SALE OF LOANS AND SECURITIES
Gain on sale of loans and  securities  was  $79,000 for the three  months  ended
March 31, 1999 compared to $173,000 for the same period in 1998. The decrease is
primarily  due to  selling a FHLMC  security  last year  resulting  in a gain of
$148,000.


                                    -13-

<PAGE>




OTHER INCOME
Other income  increased  $58,000 for the three  months ended March 31, 1999,  to
$278,000 from $220,000 for the three months ended March 31, 1998.  This increase
is due to service fees generated by Cornerstone's checking account programs.

OTHER EXPENSE
Total other expense decreased by $210,000, from $2.3 million for the three month
period ended March 31, 1998, compared to $2.1 million for the three month period
ended March 31, 1999. This is primarily due to a reduction in overall  operating
expenses resulting from exiting the Cincinnati area market.

INCOME TAX EXPENSE
Income tax expense  decreased  $22,000 from  $281,000 for the three months ended
March 31, 1998 to $259,000 for the period  ended March 31, 1999,  as a result of
eliminating  the  nondeductible  goodwill  associated  with the Cincinnati  area
branch deposits.


                                      -14-
<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, 1998 and March 31,
1999.

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.

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.




                                      -15-

<PAGE>

                                     PART II

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

  a)    Western   Ohio  Financial  Corporation  ("Corporation")  held its Annual
        Stockholder's Meeting on April 28, 1999.


  b)    The stockholders approved  the appointment  of  directors  Aristides  G.
        Gianakopoulos and Jeffrey L. Levine for terms  of  three  years.   Other
        directors  with  terms  of  office continuing  after  the  meeting  are:
        David L. Dillahunt, John W. Raisbeck, Howard V. Dodds,  John  E.  Field,
        and William N. Scarf.

  c)    In addition to the election of  directors  in  Item  4b)  above,  Crowe,
        Chizek and Company was elected as the auditors for 1999.  The  following
        table summarizes the results of the elections:


Description           For              Withheld        Against         Abstain
-----------           --------         --------        -------         -------
Jeffrey L. Levine as  1,715,531        90,556          0               0
Director
Aristides G.          1,716,970        89,117          0               0
Gianakopoulos as
Director
Crowe, Chizek and     1,766,981        0               29,681          9,424
Company as auditors

  d)    None


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

  a)    Exhibits - Exhibit 27 - Financial Data Schedule.

  b)    Reports on Form 8-K - None.







                                    -16-

<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 14, 1999                     /s/ John W. Raisbeck
       --------------------             ----------------------------------------
                                        John W. Raisbeck, President
                                          and Chief Executive Officer
                                         (DULY AUTHORIZED OFFICER)





Date:  May 14, 1999                      /s/ Craig F. Fortin
       --------------------              ---------------------------------------
                                         Craig F. Fortin, Senior Vice President,
                                         Treasurer and Chief Financial Officer
                                         (PRINCIPAL FINANCIAL AND ACCOUNTING
                                          OFFICER)



                                      -17-