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                                                                      Exhibit 99
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     SAFE HARBOR UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
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         The Private Securities Litigation Reform Act of 1995 (the "Act")
provides a "safe harbor" for forward-looking statements to encourage companies
to provide prospective information about their companies, so long as those
statements are identified as forward-looking and are accompanied by meaningful
cautionary statements identifying important factors that could cause actual
results to differ materially from those discussed in the statement. Winton
Financial Corporation desires to take advantage of the "safe harbor" provisions
of the Act. Certain information, particularly information regarding future
economic performance and finances and plans and objectives of management,
contained or incorporated by reference in Winton Financial Corporation's Annual
Report on Form 10-KSB for fiscal year 1996 is forward-looking. In some cases,
information regarding certain important factors that could cause actual results
of operations or outcomes of other events to differ materially from any such
forward-looking statement appear together with such statement. In addition,
forward-looking statements are subject to other risks and uncertainties
affecting the financial institutions industry, including, but not limited to,
the following:

Interest Rate Risk
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         Winton Financial Corporation's operating results are dependent to a
significant degree on its net interest income, which is the difference between
interest income from loans and investments and interest expense on deposits and
borrowings. The interest income and interest expense of Winton Financial
Corporation change as the interest rates on mortgages, securities and other
assets and on deposits and other liabilities change. Interest rates may change
because of general economic conditions, the policies of various regulatory
authorities and other factors beyond Winton Financial Corporation's control. The
interest rates on specific assets and liabilities of Winton Financial
Corporation will change or "reprice" in accordance with the contractual terms of
the asset or liability instrument and in accordance with customer reaction to
general economic trends. In a rising interest rate environment, loans tend to
prepay slowly and new loans at higher rates increase slowly, while interest paid
on deposits increases rapidly because the terms to maturity of deposits tend to
be shorter than the terms to maturity or prepayment of loans. Such differences
in the adjustment of interest rates on assets and liabilities may negatively
affect Winton Financial Corporation income. Moreover, rising interest rates tend
to decrease loan demand in general, negatively affecting Winton Financial
Corporation income.

Possible Inadequacy of the Allowance for Loan Losses
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         The Winton Savings and Loan Co. maintains an allowance for loan losses
based upon a number of relevant factors, including, but not limited to, trends
in the level of nonperforming assets and classified loans, current and
anticipated economic conditions in the primary lending area, past loss
experience, possible losses arising from specific problem assets and changes in
the composition of the loan portfolio. While the Board of Directors of The
Winton Savings and Loan



                                       
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Co. believes that it uses the best information available to determine the
allowance for loan losses, unforeseen market conditions could result in material
adjustments, and net earnings could be significantly adversely affected if
circumstances differ substantially from the assumptions used in making the final
determination.

         Loans not secured by one- to four-family residential real estate are
generally considered to involve greater risk of loss than loans secured by one-
to four-family residential real estate due, in part, to the effects of general
economic conditions. The repayment of multifamily residential and nonresidential
real estate loans generally depends upon the cash flow from the operation of the
property, which may be negatively affected by national and local economic
conditions that cause leases not to be renewed or that negatively affect the
operations of a commercial borrower. Construction loans may also be negatively
affected by such economic conditions, particularly loans made to developers who
do not have a buyer for a property before the loan is made. The risk of default
on consumer loans increases during periods of recession, high unemployment and
other adverse economic conditions. When consumers have trouble paying their
bills, they are more likely to pay mortgage loans than consumer loans, and the
collateral securing such loans, if any, may decrease in value more rapidly than
the outstanding balance of the loan.

Competition
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The Winton Savings and Loan Co. competes for deposits with other savings
associations, commercial banks and credit unions and issuers of commercial paper
and other securities, such as shares in money market mutual funds. The primary
factors in competing for deposits are interest rates and convenience of office
location. In making loans, The Winton Savings and Loan Co. competes with other
savings associations, commercial banks, consumer finance companies, credit
unions, leasing companies, mortgage companies and other lenders. Competition is
affected by, among other things, the general availability of lendable funds,
general and local economic conditions, current interest rate levels and other
factors which are not readily predictable. The size of financial institutions
competing with The Winton Savings and Loan Co. is likely to increase as a result
of changes in statutes and regulations eliminating various restrictions on
interstate and inter-industry branching and acquisitions. Such increased
competition may have an adverse effect upon Winton Financial Corporation.

Legislation and Regulation that may Adversely Affect The Winton Savings and Loan
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Co.'s Earnings
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         The Winton Savings and Loan Co. is subject to extensive regulation by
the Office of Thrift Supervision (the "OTS") and the Federal Deposit Insurance
Corporation (the "FDIC") and is periodically examined by such regulatory
agencies to test compliance with various regulatory requirements. As a savings
and loan holding company, Winton Financial Corporation is also subject to
regulation and examination by the OTS. Such supervision and regulation of The
Winton Savings and Loan Co. and Winton Financial Corporation are intended
primarily for the protection of depositors and not for the maximization of
shareholder value and may affect the ability of the company to engage in various
business activities. The assessments, filing fees and 



                                       
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other costs associated with reports, examinations and other regulatory matters
are significant and may have an adverse effect on Winton Financial Corporation's
net earnings.

         The FDIC is authorized to establish separate annual assessment rates
for deposit insurance of members of the Bank Insurance fund (the "BIF") and the
Savings Association Insurance Fund (the "SAIF"). The FDIC may increase
assessment rates for either fund if necessary to restore the fund's ratio of
reserves to insured deposits to the target level within a reasonable time and
may decrease such rates if such target level has been met. The FDIC has
established a risk-based assessment system for both SAIF and BIF members. Under
such system, assessments may vary depending on the risk the institution poses to
its deposit insurance fund. Such risk level is determined by reference to the
institution's capital level and the FDIC's level of supervisory concern about
the institution.

         Congress recently enacted a plan to recapitalize the SAIF. The
recapitalization plan also provides for the merger of the SAIF and BIF effective
January 1, 1999, assuming there are no savings associations under federal law.
Congress is considering legislation to eliminate the federal thrift charter and
the separate federal regulation of savings and loan associations, and the
Department of the Treasury is preparing a report for Congress on the development
of a common charter for all financial institutions. As a result, The Winton
Savings and Loan Co. may have to convert to a different financial institution
charter or might be regulated under federal law as a bank. If The Winton Savings
and Loan Co. becomes a bank or is regulated as a bank, it would become subject
to the more restrictive activity limitations imposed on national banks.
Moreover, Winton Financial Corporation might become subject to more restrictive
holding company requirements, including activity limits and capital requirements
similar to those imposed on The Winton Savings and Loan Co. Winton Financial
Corporation cannot predict the impact of the conversion of The Winton Savings
and Loan Co. to, or regulation of The Winton Savings and Loan Co. as, a bank
until any legislation requiring such change is enacted.

Specific References

         In addition to the foregoing, some of the matters, which are addressed
in the Form 10-KSB and Forms 10-QSB's filed by Winton Financial Corporation and
contain forward-looking statements, include the following.

          1.   Pending legislation or proposals regarding changes in charter or
               regulation.

          2.   Management's determination of the amount of the allowance for
               loan losses and expectations regarding its adequacy.

          3.   Management's efforts to reduce the higher degree of risk in
               second mortgage, multifamily residential real estate, developed
               building lot, nonresidential real estate and construction loans.

          4.   Management's expectation that secondary market activities will
               continue to increase if interest rates decline.


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          5.   Management's efforts to manage deliquencies.

          6.   Management's efforts to manage interest rate risk.

          7.   Management's characterization of its competition.

          8.   Pending regulatory proposals.

          9.   Levels of deposit insurance assessments.