SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the  Registrant[X]
Filed by a Party other than the Registrant[ ]
Check the appropriate box:

[X]  Preliminary Proxy Statement
[ ]  Confidential,  for  Use  of the  Commission  Only  (as  permitted  by  Rule
     14a-6(e)(2))
[ ]  Definitive Proxy Statement [ ] Definitive  Additional Materials
[ ]  Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12

                          WINTON FINANCIAL CORPORATION
                (Name of Registrant as Specified In Its Charter)


    -------------------------------------------------------------------------
     (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11.

     1)   Title of each class of securities to which transaction applies:

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

     2)   Aggregate number of securities to which transaction applies:

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

     3)   Per unit  price  or other  underlying  value of  transaction  computed
          pursuant to Exchange  Act Rule O-11 (Set forth the amount on which the
          filing fee is calculated and state how it was determined):


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

     4)   Proposed maximum aggregate value of transaction:

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

     5)   Total fee paid:

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

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange  Act Rule
    O-11(a)(2)  and  identify  the  filing  for  which  the  offsetting  fee was
    paid  previously.  Identify  the  previous filing by registration  statement
    number, or the Form or Schedule and the date of its filing.

         1)       Amount Previously Paid:
                  --------------------------------------
         2)       Form, Schedule or Registration Statement No.:
                  --------------------------------------
         3)       Filing Party:
                  --------------------------------------
         4)       Date Filed:


<PAGE>


                          WINTON FINANCIAL CORPORATION
                                5511 Cheviot Road
                             Cincinnati, Ohio 45247
                                 (513) 385-3880

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

         Notice is hereby  given that the  Annual  Meeting  of  Shareholders  of
Winton  Financial   Corporation   ("WFC")  will  be  held  at  Shuller's  Wigwam
Restaurant,  6210 Hamilton Ave., Cincinnati, Ohio 45224, on January 28, 2000, at
10:00 a.m.,  Eastern  Standard  Time (the "Annual  Meeting"),  for the following
purposes,  all of which are more completely set forth in the accompanying  Proxy
Statement:

     1.   To reelect directors of WFC for terms expiring in 2003;

     2.   To consider and vote upon the  ratification  of the selection of Grant
          Thornton LLP as the auditors of WFC for the current fiscal year; and

     3.   To transact such other business as may properly come before the Annual
          Meeting or any adjournments thereof.

         Only shareholders of WFC of record at the close of business on December
10,  1999,  will be  entitled  to  receive  notice of and to vote at the  Annual
Meeting and at any adjournments thereof.

         Whether or not you expect to attend the Annual Meeting,  we urge you to
consider  the  accompanying  Proxy  Statement  carefully  and to SIGN,  DATE AND
PROMPTLY  RETURN  THE  ENCLOSED  PROXY  SO THAT  YOUR  SHARES  MAY BE  VOTED  IN
ACCORDANCE  WITH YOUR WISHES AND THE  PRESENCE  OF A QUORUM MAY BE ASSURED.  The
giving of a Proxy does not affect  your right to vote in person in the event you
attend the Annual Meeting.

                                             By Order of the Board of Directors




Cincinnati, Ohio                             Robert L. Bollin
December 17, 1999                            President


<PAGE>


                          WINTON FINANCIAL CORPORATION
                                5511 Cheviot Road
                             Cincinnati, Ohio 45247
                                 (513) 385-3880


                                 PROXY STATEMENT


                                     PROXIES

         The  enclosed  Proxy is being  solicited  by the Board of  Directors of
Winton Financial  Corporation,  an Ohio corporation ("WFC"), for use at the 1999
Annual Meeting of Shareholders of WFC to be held at Shuller's Wigwam Restaurant,
6210 Hamilton Ave., Cincinnati,  Ohio 45224, on January 28, 2000, at 10:00 a.m.,
Eastern Standard Time, and at any adjournments  thereof (the "Annual  Meeting").
Without  affecting  any vote  previously  taken,  the Proxy may be  revoked by a
shareholder before exercise by executing a later-dated Proxy or by giving notice
of  revocation  to WFC in writing or in open  meeting.  Attendance at the Annual
Meeting will not, of itself, revoke a Proxy.

         Each properly  executed  Proxy received prior to the Annual Meeting and
not revoked  will be voted as  specified  thereon or, in the absence of specific
instructions to the contrary, will be voted:

          FOR the reelection of Messrs. Robert L. Bollin and William J. Parchman
          as directors of WFC for terms expiring in 2003; and

          FOR the  ratification  of the selection of Grant  Thornton LLP ("Grant
          Thornton") as the auditors of WFC for the current fiscal year.

         Proxies may be solicited by the directors, officers and other employees
of WFC and The Winton Savings and Loan Co., the  wholly-owned  subsidiary of WFC
("Winton"),  in person or by  telephone,  telegraph,  telecopy or mail.  WFC may
reimburse  brokerage  firms and other  custodians,  nominees and fiduciaries for
reasonable  expenses  incurred by them in sending proxy  materials to beneficial
owners. The cost of soliciting proxies will be borne by WFC.

         Only shareholders of record as of the close of business on December 10,
1999 (the "Voting Record Date"),  are eligible to vote at the Annual Meeting and
will be  entitled to cast one vote for each share of WFC (the  "Common  Shares")
owned.  WFC's records  disclose  that, as of the Voting Record Date,  there were
4,405,214 votes entitled to be cast at the Annual Meeting.

         This Proxy Statement is first being mailed to shareholders of WFC on or
about December 20, 1999.


<PAGE>

                                  VOTE REQUIRED

Election of Directors

         Under Ohio law and the Code of Regulations of WFC (the  "Regulations"),
the  nominees  receiving  the  greatest  number  of  votes  will be  elected  as
directors.  Common  Shares as to which the  authority  to vote is  withheld  and
shares held by a nominee for a beneficial  owner that are  represented in person
or by proxy at the Annual Meeting, but not voted with respect to the election of
directors  ("Non-votes"),  are not counted  toward the  election of directors or
toward the individual  nominees specified in the enclosed Proxy. If the enclosed
Proxy is signed and dated by the shareholder,  but no vote is specified thereon,
the Common Shares held by such  shareholder  will be voted FOR the reelection of
the nominees.

Ratification of Selection of Auditors

         The  affirmative  vote of the  holders  of at least a  majority  of the
outstanding Common Shares,  voting in person or by proxy, is necessary to ratify
the  selection of Grant  Thornton as the auditors of WFC for the current  fiscal
year.  The effect of an  abstention  or a Non-vote is the same as a vote against
ratification.  If the accompanying Proxy is signed and dated by the shareholder,
but no vote is specified  thereon,  the Common  Shares held by such  shareholder
will be  voted  FOR the  ratification  of the  selection  of Grant  Thornton  as
auditors.


              VOTING SECURITIES AND OWNERSHIP OF CERTAIN BENEFICIAL
                              OWNERS AND MANAGEMENT

         The following table sets forth certain  information with respect to the
only  persons  known to WFC to own  beneficially  more than five  percent of the
Common Shares as of December 1, 1999:
<TABLE>
<CAPTION>
                                    Amount and Nature               Percentage of Common
Name and Address                of Beneficial Ownership (1)        Shares Outstanding (2)
<S>                                        <C>                              <C>
Firstar, N.A., as Trustee               355,089 (3)                         8.1%
P.O. Box 1118
Cincinnati, Ohio  45201

Robert L. Bollin                        230,614 (4)                         5.1
3358 Kuliga Park Drive
Cincinnati, Ohio  45248

Daniel P. Randolph                      239,608 (5)                         5.4
Suite 700
105 East Fourth Street
Cincinnati, Ohio  45202

Henry L. Schulhoff                      257,260 (6)                         5.8
7 West Seventh Street
Cincinnati, Ohio  45202
</TABLE>


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

(1)      A person  is the  beneficial  owner of Common  Shares  if such  person,
         directly or indirectly,  has sole or shared voting or investment  power
         over such  shares  directly or  indirectly  or has the right to acquire
         such voting or investment  power within 60 days.  All Common Shares are
         owned directly with sole voting or investment  power,  unless otherwise
         indicated  by  footnote.  All stock  options  granted  under the Winton
         Financial  Corporation Stock Option and Incentive Plan, as amended (the
         "1988 Option Plan"),  and the Winton  Financial  Corporation 1999 Stock
         Option and  Incentive  Plan (the  "1999  Option  Plan")  are  currently
         exercisable.

(2)      For  each  person,   assumes  a  total  of  4,405,214   Common   Shares
         outstanding,  plus the number of Common  Shares such person may acquire
         pursuant to the 1988 Option Plan and the 1999 Option Plan, if any.

(Footnotes continue on next page)

                                       2
<PAGE>

(3)      The  Common  Shares are held by  Firstar,  N.A.,  as trustee  under The
         Winton  Financial   Corporation  Employee  Stock  Ownership  Plan  (the
         "ESOP").  Firstar,  N.A., has  investment  power with respect to all of
         such common  shares and voting  power with  respect to the  unallocated
         common shares.

(4)      Includes  103,000  Common Shares that may be acquired upon the exercise
         of  options;  39,588  Common  Shares  held for the benefit of Robert L.
         Bollin in The Winton  Savings and Loan Co. Cash and Deferred  Plan (the
         "Deferred Plan"), the trustees of which are James W. Brigger, Robert L.
         Bollin and Mary Ellen Lovett,  executive officers of WFC; 35,829 Common
         Shares  held for the  benefit  of Robert L.  Bollin in the ESOP;  1,360
         Common Shares held by the  individual  retirement  account of Robert L.
         Bollin,  the trustee of which is Merrill  Lynch;  36,080  Common Shares
         held jointly with Mr. Bollin's spouse; 4,800 Common Shares held by A.G.
         Edwards,  for the benefit of Elaine  Bollin;  200 Common Shares held by
         Elaine  Bollin as custodian  for Anthony  Bollin;  9,728 shares held by
         A.G.  Edwards in the Robert J. Bollin Trust,  for the benefit of Robert
         L. Bollin;  and 29 shares held for Elaine Bollin,  Mr. Bollin's spouse,
         in the ESOP.

(5)      Based  on a  Schedule  13G  filed  with  the  Securities  and  Exchange
         Commission by Daniel P. Randolph. Includes 42,144 Common Shares held by
         Daniel P. Randolph in an individual retirement account;  178,164 Common
         Shares  owned as  trustee  under a trust for the  benefit  of R.  Irene
         Randolph;  10,800  Common Shares owned as trustee under a trust for the
         benefit of Ronald I. Oldiges;  and 8,500 Common Shares owned as trustee
         under a trust for the benefit of Charles Randolph.

(6)      Includes 57,500 Common Shares that may be acquired upon the exercise of
         options;  17,600 Common Shares owned by the Cathleen  Schulhoff  Trust,
         Cathleen  Schulhoff  trustee,  as  to  which  Mr.  Schulhoff  disclaims
         beneficial  ownership;  and 14,200  Common  Shares owned by Schulhoff &
         Company,  Inc.,  a  corporation  of  which  Mr.  Schulhoff  is a  major
         shareholder.


         The following table sets forth certain  information with respect to the
number of Common  Shares  beneficially  owned by each director of WFC and by all
directors and executive officers of WFC as a group as of December 1, 1999:
<TABLE>
<CAPTION>

                                                   Amount and Nature of                 Percent of Common
Name and Address (1)                              Beneficial Ownership (2)            Shares Outstanding (3)
<S>                                                        <C>                                <C>
Robert L. Bollin                                        230,614 (4)                            5.1%
Robert E. Hoeweler                                      188,700 (5)                            4.2
Thomas H. Humes                                          19,500 (6)                            0.4
Timothy M. Mooney                                        18,500 (7)                            0.4
William J. Parchman                                     189,355 (8)                            4.3
Henry L. Schulhoff                                      257,260 (9)                            5.8
J. Clay Stinnett                                         18,500 (10)                           0.4
All directors and executive officers
  of WFC as a group (11 persons)                      1,265,558 (11)                          25.9

</TABLE>

(1)  Each of the persons listed in this table may be contacted at the address of
     WFC, 5511 Cheviot Road, Cincinnati, Ohio 45247.

(2)  A person is the beneficial owner of Common Shares if such person,  directly
     or  indirectly,  has sole or shared  voting or  investment  power over such
     shares  directly or  indirectly  or has the right to acquire such voting or
     investment  power within 60 days. All Common Shares are owned directly with
     sole voting and investment power,  unless otherwise  indicated by footnote.
     All stock  options  granted  under the 1988 Option Plan and the 1999 Option
     Plan are currently exercisable.

(3)  For each person, assumes a total of 4,405,214 shares outstanding,  plus the
     number of Common Shares such person may acquire pursuant to the 1988 Option
     Plan and the 1999 Option Plan.

(Footnotes continue on next page)

                                       3
<PAGE>

(4)  Includes  103,000  Common  Shares that may be acquired upon the exercise of
     options;  39,588  Common Shares held for the benefit of Robert L. Bollin in
     the Deferred  Plan,  the trustees of which are James W. Brigger,  Robert L.
     Bollin and Mary Ellen  Lovett,  executive  officers of WFC;  35,829  Common
     Shares held for the benefit of Robert L. Bollin in the ESOP;  1,360  Common
     Shares held by the individual  retirement  account of Robert L. Bollin, the
     trustee of which is Merrill  Lynch;  36,080 Common Shares held jointly with
     Mr.  Bollin's  spouse;  4,800 Common Shares held by A.G.  Edwards,  for the
     benefit of Elaine  Bollin;  and 200 Common  Shares held by Elaine Bollin as
     custodian  for Anthony  Bollin;  9,728  shares held by A.G.  Edwards in the
     Robert J. Bollin Trust, for the benefit of Robert L. Bollin;  and 29 shares
     held for Elaine Bollin, Mr. Bollin's spouse, in the ESOP.

(5)  Includes  57,500  Common  Shares that may be acquired  upon the exercise of
     options;  51,600  Common  Shares held jointly with Mr.  Hoeweler's  spouse;
     39,800 Common Shares held in trust for the benefit of Brian  Hoeweler;  and
     39,800 Common Shares held in trust for the benefit of Jennifer Hoeweler.

(6)  Includes  17,500 Common Shares that may be acquired upon the exercise of an
     option  and 2,000  Common  Shares  held by  Prudential  Securities  for the
     benefit of Thomas H. and Marcia Humes.

(7)  Includes  17,500 Common Shares that may be acquired upon the exercise of an
     option and 1,000  Common  Shares  held by  PaineWebber  for the  benefit of
     Timothy M. Mooney.

(8)  Includes  47,500  Common  Shares that may be acquired  upon the exercise of
     options; 114,480 Common Shares held in the individual retirement account of
     William J. Parchman,  the trustee of which is Alex Brown & Sons,  Inc.; and
     14,095 Common Shares owned by Mr. Parchman's spouse.

(9)  Includes  57,500  Common  Shares that may be acquired  upon the exercise of
     options;  17,600  Common  Shares  owned by the  Cathleen  Schulhoff  Trust,
     Cathleen Schulhoff trustee, as to which Mr. Schulhoff disclaims  beneficial
     ownership;  and 14,200 Common Shares owned by Schulhoff & Company,  Inc., a
     corporation of which Mr. Schulhoff is a major shareholder.

(10) Includes  17,500 Common Shares that may be acquired upon the exercise of an
     option and 1,000 Common  Shares held by Merrill Lynch for the benefit of J.
     Clay Stinnett.

(11) Includes  469,000  Common  Shares that may be acquired upon the exercise of
     options and 115,994 Common Shares held in the ESOP.


                     PROPOSAL ONE - REELECTION OF DIRECTORS

         The  Regulations  provide for a Board of Directors  consisting  of nine
persons,  divided into three classes. Each class serves for a three-year period.
Each of the directors of WFC is also a director of Winton.

         The entire Board of Directors of WFC acts as a nominating committee for
selecting nominees for election as directors. In accordance with Section 2.03 of
the Regulations,  nominees for election as directors may be proposed only by the
directors or by a shareholder entitled to vote for directors if such shareholder
has  submitted a written  nomination to the Secretary of WFC by the later of the
February 1st  immediately  preceding the annual meeting of  shareholders  or the
sixtieth day before the first  anniversary  of the most recent annual meeting of
shareholders  held for the election of directors.  Each such written  nomination
must state the name,  age,  business or residence  address of the  nominee,  the
principal  occupation or employment of the nominee,  the number of Common Shares
owned  either  beneficially  or of record by each such nominee and the length of
time such Common Shares have been so owned.

         The  Board  of  Directors  proposes  the  reelection  of the  following
directors to terms which will expire in 2003:
<TABLE>
<CAPTION>

Name                                  Age (1)             Position(s) Held               Director Since
----                                  ----                ----------------               --------------
<S>                                   <C>                    <C>                              <C>
Robert L. Bollin (2)                   47             Director and President                 1989
William J. Parchman                    80             Director and                           1989
                                                      Chairman of the Board
</TABLE>

(Footnotes on next page)

                                       4
<PAGE>

(1)  As of December 1, 1999.

(2)  Robert L.  Bollin,  a director  and the  President  of WFC, is a brother of
     Gregory J. Bollin, a Vice President of WFC.


         If any nominee is unable to stand for  election,  the  Proxies  will be
voted for such  substitute as the Board of Directors  recommends.  At this time,
the Board of  Directors  knows of no reason why any  nominee  would be unable to
serve  if  elected.  No  shareholder  may  cumulate  votes  in the  election  of
directors.  There are presently  two  vacancies on the Board of  Directors.  One
vacancy  exists in the class of  directors  which  will  stand for  election  in
January 2000,  which  resulted from the decision of Donald G. Avery not to stand
for  re-election in 1997, and one vacancy exists in the class of directors which
will stand for election in January 2001, which resulted from the death of Robert
J. Bollin.

         The following directors will continue to serve after the Annual Meeting
for the terms indicated:

<TABLE>
<CAPTION>

                                                        Position(s)            Director            Term
Name                                   Age (1)             Held                  Since            Expires
<S>                                     <C>                 <C>                  <C>               <C>
Robert E. Hoeweler                      52                Director               1989              2002
Thomas H. Humes                         50                Director               1996              2001
Timothy M. Mooney                       52                Director               1996              2002
Henry L. Schulhoff                      55                Director               1989              2001
J. Clay Stinnett                        48                Director               1996              2002
</TABLE>


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

(1)  As of December 1, 1999.


     Robert L. Bollin has been the President and a director of Winton since 1988
and the President and a director of WFC since  incorporation  in November  1989.
Mr. Bollin joined Winton in 1969, initially working part time while completing a
degree in Business  Management at Miami University.  In 1979, he was promoted to
Secretary and Assistant  Managing  Officer of Winton,  responsible  for managing
Winton's accounting operations,  developing and implementing Winton's investment
policy in  consultation  with the Board of Directors and managing the day-to-day
operations of Winton.

     William J.  Parchman  has served as a  director  of Winton for 43 years.  A
graduate of the  University  of  Cincinnati,  he received his law degree and was
admitted to the practice of law in Ohio in 1949. Mr. Parchman was the founder of
Parchman & Oyler Company Realtors which, at its peak, was  Cincinnati's  largest
residential  real  estate  company.  Mr.  Parchman  served  as  National  Alumni
President of the  University of Cincinnati  and more recently as Chairman of the
Board of the University of Cincinnati Foundation.  He was also a director of the
Cincinnati  Metropolitan  Housing  Authority for 18 years, past president of the
Cincinnati  Board of Realtors and  President of  Clovernook  Country  Club.  Mr.
Parchman was the first  recipient of the Carl H. Lindner  Medal for  Outstanding
Business Achievement presented by the College of Business  Administration Alumni
Association, University of Cincinnati.

     Robert E. Hoeweler was elected to the Board of Directors of Winton in 1988.
Mr. Hoeweler is a certified public accountant. Since 1972, Mr. Hoeweler has been
active in the  management of a group of  family-owned  companies  which includes
Aluminum Extruded Shapes, Inc.

     Thomas  H.  Humes has  served as  President  of Great  Traditions  Land and
Development Co., a real estate and land development  company in Cincinnati,  for
the past six years.

     Timothy  M.  Mooney  has  served  as  Executive  Vice  President  and Chief
Financial Officer of Kendle International Inc., a clinical research organization
in Cincinnati, since 1996. From 1994 to 1995, he served as Vice President, Chief
Financial  Officer and  Treasurer of The Future Now,  Inc., a computer  reseller
located in  Cincinnati.  From 1988 to 1994,  Mr.  Mooney  served as Senior  Vice
President and Chief Financial Officer of Hook-SupeRx,  Inc., a retail drug store
chain.

     Henry L.  Schulhoff  became a director  of Winton in February  1988.  Since
1976,  Mr.  Schulhoff has been the  President of Schulhoff and Company,  Inc., a
local investment counseling firm.

     J. Clay  Stinnett has served since 1993 as President and a director of J.R.
Concepts, Inc., a direct mail advertising company in Cincinnati.  Prior to 1993,
Mr. Stinnett spent almost 20 years in the banking business, including serving as
President and Chief Operating  Officer of PNC Bank,  N.A.  (formerly The Central
Trust Co., N.A.), until 1992.

                                       5
<PAGE>

Meetings of Directors

     The Board of  Directors  of WFC met 13 times for  regularly  scheduled  and
special  meetings during the fiscal year ended September 30, 1999. Each director
attended at least 75% of the aggregate of such meetings.

     The Board of Directors of Winton met 13 times for  regularly  scheduled and
special  meetings during the fiscal year ended September 30, 1999. Each director
attended at least 75% of the aggregate of such meetings.

Committees of Directors

     The Board of Directors of WFC has no standing  committees.  Nominations for
election of  directors  are  determined  by the entire Board of  Directors.  See
"Election of Directors."

     The  committees  of the  Board of  Directors  of Winton  includes  an Audit
Committee,  an Executive Committee, a Loan Committee, a Compensation  Committee,
an ESOP Committee and a Stock Option Committee.  Each director attended at least
75% of the  aggregate of all meetings of each  committee on which he served as a
regular member.

     The members of Winton's  Audit  Committee  are Thomas H. Humes,  Timothy M.
Mooney  and J.  Clay  Stinnett.  The  function  of  the  Audit  Committee  is to
communicate with WFC outside auditors and to recommend to the Board of Directors
a firm of  accountants  to serve as  independent  auditors  for WFC.  The  Audit
Committee met once during the fiscal year ended September 30, 1999.

     The members of the  Executive  Committee  are Robert L.  Bollin,  Robert E.
Hoeweler,  William J.  Parchman  and Henry L.  Schulhoff.  The  function  of the
Executive Committee is to examine, together with management,  levels and methods
of investment,  to review and evaluate  alternative  and  additional  investment
programs and to consider and  establish  interest  rates on the various forms of
savings deposits and mortgage loans. The Executive Committee met 28 times during
the fiscal year ended September 30, 1999.

     Winton's  Loan  Committee is comprised of William J.  Parchman and Henry L.
Schulhoff.  Robert L.  Bollin  serves as  alternate.  The  function  of the Loan
Committee is to approve  loan  applications  and  exercise the  authority of the
Board  of  Directors  when the  Board  is not in  session,  subject  to  certain
limitations.  The Loan  Committee  met 34 times  during  the  fiscal  year ended
September 30, 1999.

     Winton's  Compensation  Committee  consists of Thomas H. Humes,  Timothy M.
Mooney and J. Clay Stinnett.  The function of the  Compensation  Committee is to
confer  with  management  and make  recommendations  to the  Board of  Directors
regarding the  compensation of Winton's  executive  officers and employees.  The
Compensation Committee met once during the fiscal year ended September 30, 1999.

     The  ESOP is  administered  by a  committee  of at  least  three  directors
designated by the Board of Directors.  The ESOP committee  presently consists of
Timothy  M.  Mooney,  Robert E.  Hoeweler  and  William  J.  Parchman.  The ESOP
Committee met once during the fiscal year ended September 30, 1999.

     The Stock  Option  Committee is  responsible  for  administering  the stock
option  plans,  including  interpreting  the 1988 Option Plan and the 1999 Stock
Option  Plan and  awarding  options  pursuant  to its  terms.  The Stock  Option
Committee met three times during the fiscal year ended  September 30, 1999.  The
current  members of the Stock Option  Committee are Thomas H. Humes,  Timothy M.
Mooney and J. Clay Stinnett.




                                       6
<PAGE>
                               EXECUTIVE OFFICERS

         The following table sets forth certain  information with respect to the
current executive officers of WFC, other than those who are also directors:
<TABLE>
<CAPTION>

Name                            Age(1)               Position(s) Held
<S>                              <C>                     <C>
Gregory J. Bollin                 45                 Vice President
Jill M. Burke                     37                 Treasurer and Chief
                                                       Financial Officer
James W. Brigger                  51                 Secretary
Mary Ellen Lovett                 61                 Vice President
</TABLE>


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

(1)  As of December 1, 1999.


     Gregory J. Bollin is a Vice  President of WFC, a position he has held since
January 1994. Mr. Bollin also serves as Executive  Vice  President of Winton,  a
position he has held since January 1993.  Mr. Bollin served as Vice President of
Winton  from 1988 until  January  1993.  Mr.  Bollin is the brother of Robert L.
Bollin.

     Jill M.  Burke is the  Treasurer  and Chief  Financial  Officer  of WFC,  a
position  she has held since  1989.  Ms.  Burke  also  serves as  Treasurer  and
Controller of Winton, a position she has held since 1989.

     James W.  Brigger is the  Secretary  of WFC,  a position  he has held since
1989. Mr. Brigger also serves as Vice President of Winton.

     Mary Ellen Lovett is a Vice President of WFC, a position she has held since
January  1994.  Ms.  Lovett also serves as Senior Vice  President  of Winton,  a
position she has held since January 1993. Ms. Lovett served as Vice President of
Winton from 1988 to May 1993.


                COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Director Compensation

     WFC does not pay directors fees.  Each director of Winton receives  $12,000
annually for monthly  meetings and $100 for each meeting attended of a committee
of the Board of  Directors  of Winton,  except  for  meetings  of the  Executive
Committee for which members receive $200 per meeting.

Executive Compensation

     WFC does not pay any  compensation  to its  executive  officers.  Executive
officers of Winton are  compensated  by Winton for services  rendered to Winton.
Except for the  President,  the Executive  Vice  President and the Treasurer and
Chief  Financial  Officer of Winton,  no  director or  executive  officer of WFC
received more than $100,000 in salary and bonus  payments from Winton during the
year ended September 30, 1999.













                                       7
<PAGE>
         The  following  table sets forth  certain  information  with respect to
compensation paid to the President and Executive Vice President of Winton:
<TABLE>
<CAPTION>

                                                 Summary Compensation Table

                                                                            Long Term
                                          Annual Compensation              Compensation
                                                                              Awards                All Other

                                                                           Options/SARs           Compensation
Name and Principal Position     Year      Salary($)     Bonus($)               (#)(1)                  ($)
<S>                             <C>          <C>           <C>                  <C>                   <C>
Robert L. Bollin, President     1999      $173,327       $62,000               15,000               $7,725 (2)
                                1998       165,330        52,000                    -                8,567 (2)
                                1997       158,599        16,000                    -                8,352 (2)

Gregory J. Bollin, Executive    1999      $126,400       $44,000               10,000               $6,554 (3)
Vice President                  1998       120,669        39,000                    -                7,034 (3)
                                1997       115,569        13,000                    -                6,293 (3)

Jill M. Burke, Treasurer        1999     $  75,961       $30,000               10,000               $4,831 (4)
Chief Financial Officer         1998        64,300        17,000                    -                4,102 (4)
                                1997        61,754         9,000                    -                3,904 (4)
</TABLE>

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

(1)  These  figures  represent the number of Common  Shares  underlying  options
     granted to the named individuals  during the year indicated pursuant to the
     1988  Option  Plan the 1999  Option  Plan.  The  outstanding  options  were
     adjusted for the two 2-for-1  stock  splits in the form of stock  dividends
     effective in 1993,  1994 and 1998.  WFC has no  restricted  stock awards or
     stock appreciation rights ("SARs").

(2)  Consists of cash or stock  contributions to the ESOP or the reallocation of
     forfeited shares in the ESOP of $5,371,  $6,157 and $6,202 allocated to Mr.
     Robert L.  Bollin's  account  and  $2,354,  $2,410 and  $2,150 in  matching
     contributions  to the Deferred Plan for Mr. Robert L. Bollin's  account for
     the years ended September 30, 1999, 1998 and 1997, respectively.

(3)  Consists of cash or stock  contributions to the ESOP or the reallocation of
     forfeited shares in the ESOP of $5,371,  $6,144 and $5,316 allocated to Mr.
     Gregory  J.  Bollin's  account  and  $1,183,  $890  and  $977  in  matching
     contributions  to the Deferred Plan for Mr. Gregory J. Bollin's account for
     the years ended September 30, 1999, 1998 and 1997, respectively.

(4)  Consists of cash or stock  contributions to the ESOP or the reallocation of
     forfeited shares in the ESOP of $3,557,  $2,882 and $2,925 allocated to Ms.
     Burke's account and $1,274,  $1,220 and $978 in matching  contributions  to
     the Deferred Plan for Ms. Burke's account for the years ended September 30,
     1999, 1998 and 1997, respectively.










                                       8
<PAGE>
Option Plans

         The  following  table sets forth  information  regarding the number and
value of unexercised  options  granted  pursuant to the 1988 Option Plan and the
1999 Option Plan held by the persons listed in the Summary  Compensation  Table.
No stock appreciation rights have been granted under either the 1988 Option Plan
or the 1999 Option Plan.
<TABLE>
<CAPTION>

                                 Aggregate Option/SAR Exercises in Last Fiscal Year  and 9/30/99 Option/SAR Values
                                                                                                   Value of Unexercised
                                                                         Number of Securities          In-the-Money
                                                                         Underlying Unexercised        Options/SARs
                                                                       Options/SARs at 9/30/99(#)    at 9/30/99($) (1)

                                Shares Acquired          Value                Exercisable/              Exercisable/
Name                             on Exercise(#)       Realized ($)           Unexercisable             Unexercisable
<S>                                   <C>                  <C>                    <C>                        <C>
Robert L. Bollin                         -                   -                  103,000/ -                $825,053/ -
Gregory J. Bollin                        -                   -                   66,000/ -                $526,615/ -
Jill M. Burke                            -                   -                   36,000/ -                $257,750/ -


</TABLE>


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

(1)  An option  is  "in-the-money"  if the fair  value of the  underlying  stock
     exceeds the market price of the option.  The figure represents the value of
     such  unexercised   options,   determined  by  multiplying  the  number  of
     unexercised  options by the  difference  between the exercise price of such
     options and the $14.9375  closing bid price for the Common Shares  reported
     by the American Stock Exchange ("AMEX"), on September 30, 1999.

Employment and Severance Agreements

         WFC and Winton have entered into  employment  agreements with Robert L.
Bollin,  President of WFC and Winton,  and Gregory J. Bollin,  Vice President of
WFC and Executive Vice President of Winton, which expire on April 30, 2001. Each
employment agreement has a term of three years and provides for an annual salary
of not less than  $182,000  for Robert L.  Bollin and  $134,000  for  Gregory J.
Bollin and an annual  salary and  performance  review by the Board of Directors.
The  employment  agreements  require the  inclusion  of Robert L. and Gregory J.
Bollin in any formally established  employee benefit,  bonus, pension and profit
sharing  plans for which  senior  management  personnel  are  eligible  and also
provide for vacation and sick leave.

         The employment agreements are terminable by WFC and Winton at any time.
If the  employment of either Robert L. Bollin or Gregory J. Bollin is terminated
at any time during such  three-year  term for any reason other than "just cause"
(as defined in the agreements) or a change in control of WFC or Winton,  he will
be  entitled  to  receive  his  annual  compensation  for the  remainder  of the
three-year  term of the agreement and a continuation  of benefits  substantially
equal to those being provided at the date of termination of employment until the
earliest to occur of the expiration of the term of the  employment  agreement or
the date on which the employee becomes employed full-time by another employer.

         If   such   employment   is   terminated,   or  if  the   position   or
responsibilities  of the employee is changed,  in connection  with or within one
year of a change in control of WFC or Winton,  he will be entitled to receive an
amount  equal to his then  current  annual  compensation,  multiplied  by three,
subject to reduction to the extent  necessary to comply with certain  provisions
of the Code  and  regulations  of the  Office  of  Thrift  Supervision  ("OTS").
Assuming employment termination in connection with such a change of control, the
maximum  payment to Robert L. Bollin and Gregory J. Bollin would be $546,000 and
$402,000,  respectively, or three times the greater of the minimum salary levels
in the  agreements or the salary levels for fiscal 1999 reflected in the Summary
Compensation Table above.

         WFC and Winton have also entered into a severance  agreement  with Jill
M. Burke,  Treasurer and Chief Financial Officer of WFC, which terminates on May
22, 2000. The severance agreement provides that if Ms. Burke is terminated or if
her  position or  responsibilities  are changed at any time before May 22, 2000,
she will be  entitled  to receive  an amount  equal to her then  current  annual
compensation, multiplied by two, subject to reduction to the extent necessary to
comply with certain  regulations  of the Code and the OTS.  Assuming  employment
termination in connection  with such change in control,  the maximum  payment to
Ms. Burke would be $151,922, or two times her current annual salary.


                                       9
<PAGE>

Personnel and Salary Committee Report on Executive Compensation

         As a unitary  savings and loan  holding  company,  the  business of WFC
consists  principally  of holding  the stock of  Winton.  The  functions  of the
executive  officers  of WFC,  who are also the  executive  officers  of  Winton,
pertain  primarily to the operations of Winton.  The executive  officers receive
their  compensation,   therefore,   from  Winton,  rather  than  from  WFC.  The
Compensation  Committee of Winton has furnished the following report  concerning
executive compensation:

                      Process for Determining Compensation

         WFC has not paid any cash compensation to its executive  officers since
its formation.  All executive officers of WFC also currently hold positions with
Winton and receive cash compensation from Winton. Decisions on cash compensation
of Winton's  executives are made by the three-member  Compensation  Committee of
Winton's Board of Directors.

         The  Compensation  Committee  reviews  the  compensation  levels of the
executive  officers,  including the CEO, each year. The  Compensation  Committee
utilizes independent surveys of compensation of officers in the thrift industry,
taking  into  account  comparable  asset  bases and  geographic  locations.  The
Compensation   Committee  also  assesses  each  particular  executive  officer's
contribution to WFC and Winton,  the skills and experiences  required by his/her
position and the  potential of the  executive  officer.  Based on the  foregoing
factors,  recommendations are made by the Compensation Committee to the Board of
Directors of Winton. Such recommendations are reviewed by the Board of Directors
of Winton,  except  that Board  members  who are also  executive  offices do not
participate in deliberations regarding their own respective compensation.

            Compensation Policies toward Executive Officers Generally

         The  Compensation   Committee's  executive  compensation  policies  are
designed to provide  competitive  levels of  compensation  that will attract and
retain qualified executives and will reward individual  performance,  initiative
and achievement,  while enhancing overall corporate  performance and shareholder
value. The cash  compensation  program for executive  officers consists of three
elements, a base salary component,  a discretionary cash bonus, and an incentive
component payable under an incentive plan (the "Incentive Plan").

         The  objectives of the  discretionary  cash bonuses are to motivate and
reward the executive  officers based on each  individual's  contribution  to the
total  performance  of  Winton  and WFC and to  reinforce  a strong  performance
orientation.

         The  objectives  of the  Incentive  Plan are to motivate and reward the
executive officers in connection with the accomplishment of annual objectives of
Winton  and  WFC,  to   reinforce   a  strong   performance   orientation   with
differentiation  and  variability in individual  awards based on contribution to
annual and long range business results and to provide a competitive compensation
package  which  will  attract,  reward  and retain  individuals  of the  highest
quality.  For the President and the Executive  Vice  President of Winton and the
President  and Vice  President  of WFC,  incentive  awards are  determined  as a
percentage of gross income, which percentage is calculated utilizing a corporate
goal factor and a performance  factor.  The corporate  goal factor is based upon
WFC's  achievement of certain levels of earnings and a  predetermined  return on
equity. The performance factor is based upon the particular  executive officer's
performance during the preceding year.

                       Determination of CEO's Compensation

         The  Compensation  Committee  based the  compensation  of Mr. Robert L.
Bollin in 1999 on the  policies  described  above for  executive  officers.  The
corporate  profitability  measurements  considered  were  return on equity,  net
income,  earnings  per share and return on assets.  Additional  corporate  goals
considered  were  merger and  acquisition  activities,  continued  updating  and
implementation of Winton's strategic plan and subsidiary oversight and progress.
The Compensation  Committee  believes that the level of compensation paid to Mr.
Robert L. Bollin in 1999 was fair and reasonable when compared with compensation
levels in the thrift  industry  reported  in various  independent  surveys.  The
compensation  earned by Mr.  Robert L. Bollin in 1999  reflects the  significant
management  and  leadership  responsibilities  required of him and the effective
manner in which those responsibilities were fulfilled.

Submitted by the Compensation Committee of Winton's Board of Directors

Thomas H. Humes
Timothy M. Mooney
J. Clay Stinnett

                                       10
<PAGE>

Personnel and Salary Committee Interlocks

         During  fiscal  1999,  no member of the  Compensation  Committee  was a
current  or  former  executive  officer  or  employee  of WFC or Winton or had a
reportable business relationship with WFC or Winton.

Performance Graph

         The  following  graph  compares  the  cumulative  total return on WFC's
common shares for the fiscal year ended  September 30, 1999, with the cumulative
total  return of the SNL  Index,  which is an index of banks  whose  shares  are
traded on The New York Stock Exchange,  AMEX or The Nasdaq Stock Market, and the
cumulative total return of the Standard and Poor's 500 for the same period.





            [Total performance graph plotting points set forth below]















<TABLE>
<CAPTION>

              Index            9/30/94        9/29/95         9/30/96        9/30/97         9/30/98        9/30/99
-------------------------------------------------------------------------------------------------------------------
<S>                              <C>            <C>            <C>             <C>            <C>              <C>
Winton Financial Corp.          100.00         103.11         101.25          146.73         204.48          263.14
SNL Bank Index                  100.00         130.92         167.00          255.82         243.60          274.75
S&P 500 Index                   100.00         126.31         148.55          204.73         219.80          277.23

</TABLE>





Certain Transactions with Winton

         Some of the directors and officers of WFC and Winton were  customers of
and had  transactions  with Winton in the ordinary  course of Winton's  business
during the two years ended September 30, 1999. All loans and commitments to loan
included in such  transactions  were made in the ordinary  course of business on
substantially the same terms, including interest rates and collateral,  as those
prevailing at the time for  comparable  transactions  with other persons and, in
the opinion of the  management of WFC, do not involve more than a normal risk of
collectibility or present other unfavorable features.


                      PROPOSAL TWO - SELECTION OF AUDITORS

         The  Board  of  Directors  has  selected  Grant  Thornton  LLP  ("Grant
Thornton")  as the  auditors of WFC for the current  fiscal year and  recommends
that the  shareholders  ratify the  selection.  Grant  Thornton  has audited the


                                       11
<PAGE>

financial  statements  of WFC or Winton  since 1985.  Management  expects that a
representative  of Grant  Thornton will be present at the Annual  Meeting,  will
have the  opportunity  to make a  statement  if he or she so desires and will be
available to respond to appropriate questions.

         The Board of Directors  recommends a vote FOR the  ratification  of the
selection of Grant Thornton as auditors for the current fiscal year.


                 PROPOSALS OF SECURITY HOLDERS AND OTHER MATTERS

         Any proposals of qualified  shareholders intended to be included in the
proxy  statement for the 2001 Annual  Meeting of  Shareholders  of WFC should be
sent to WFC by certified  mail and must be received by WFC not later than August
30, 2000.  In addition,  if a  shareholder  intends to present a proposal at the
2001 Annual  Meeting  without  including  the  proposal  in the proxy  materials
related to that  meeting,  and if the  proposal is not  received by November 13,
2000, then the proxies  designated by the Board of Directors of WFC for the 2001
Annual Meeting of Shareholders  of WFC may vote in their  discretion on any such
proposal any shares for which they have been appointed  proxies  without mention
of such matter in the proxy statement or on the proxy card for such meeting.

         Management  knows of no other  business which may be brought before the
Annual Meeting, including matters incident to the conduct of the Annual Meeting.
It is the  intention  of the persons  named in the  enclosed  Proxy to vote such
Proxy in  accordance  with their best judgment on any other matters which may be
brought before the Annual Meeting.

         IT IS IMPORTANT THAT PROXIES BE RETURNED  PROMPTLY.  WHETHER OR NOT YOU
EXPECT TO ATTEND  THE  MEETING  IN  PERSON,  YOU ARE URGED TO FILL IN,  SIGN AND
RETURN THE PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.

                                             By Order of the Board of Directors




Cincinnati, Ohio                             Robert L. Bollin
December 17, 1999                            President


























                                       12
<PAGE>


                                 REVOCABLE PROXY

 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF WINTON FINANCIAL
     CORPORATION FOR THE WINTON FINANCIAL CORPORATION 2000 ANNUAL MEETING OF
                  SHAREHOLDERS TO BE HELD ON JANUARY 28, 2000

         The undersigned shareholder of Winton Financial Corporation ("WFC"), an
Ohio corporation,  hereby constitutes and appoints Timothy M. Mooney and J. Clay
Stinnett, or either of them, the Proxy or Proxies of the undersigned,  with full
power of  substitution  and  resubstitution,  to vote at the  Annual  Meeting of
Shareholders  of WFC to be held  at  Shuller's  Wigwam,  6210  Hamilton  Avenue,
Cincinnati,  Ohio  45224 on  January  28,  2000,  at  10:00  a.m.  (the  "Annual
Meeting"), all of the shares of WFC which the undersigned is entitled to vote at
the  Annual  Meeting or at any  adjournment  thereof,  on each of the  following
proposals, all of which are described in the accompanying Proxy Statement:

1.   The reelection of two directors:

     [   ]   FOR all nominees                     [   ]   WITHHOLD authority to
             listed below                                 vote for all nominees
             (except as marked to the                     listed below:
                 contrary below):

                                Robert L. Bollin
                               William J. Parchman

(INSTRUCTION:  To withhold authority to vote for any individual  nominee,  write
that nominee's name in the space provided below).

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

2.   The ratification of the selection of Grant Thornton LLP, as the Auditors of
     WFC for the current fiscal year.

     [   ]  FOR           [   ]  AGAINST                   [   ]  ABSTAIN

3.   In their  discretion,  upon such other business as may properly come before
     the Annual Meeting.

This Proxy, when properly executed,  will be voted in the manner directed herein
by the undersigned  shareholder.  Unless otherwise specified, the shares will be
voted FOR proposals 1 and 2.

         IMPORTANT: Please sign and date this Proxy on the reverse side

All Proxies  previously given by the undersigned are hereby revoked.  Receipt of
the  Notice  of the  2000  Annual  Meeting  of  Shareholders  of WFC  and of the
accompanying Proxy Statement is hereby acknowledged.

Please  sign  exactly  as  your  name  appears  on  your  Stock  Certificate(s).
Executors, Administrators, Trustees, Guardians, Attorneys and Agents should give
their full titles.



----------------------------                ------------------------------
Signature                                            Signature


Dated: _____________________                Dated: _______________________


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF WFC. PLEASE SIGN,
DATE AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED FOR
MAILING IN THE U.S.A.


                                       13