U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                    FORM 10-K

(Mark One)

  [ X ]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
              EXCHANGE ACT OF 1934

           For the Fiscal Year September 30, 2000
                                 OR

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

           For the transition period from ______________to___________________

                        Commission File Number: 0-18993

                          WINTON FINANCIAL CORPORATION
                        --------------------------------
                 (Name of small business issuer in its charter)
            Ohio                                              31-1303854
   -------------------------                              ------------------
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                          Identification Number)

                    5511 Cheviot Road, Cincinnati, Ohio 45247
                -------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number: (513) 385-3880

      Securities registered pursuant to Section 12(b) of the Exchange Act:
                                      None
                               ------------------

      Securities registered pursuant to Section 12(g) of the Exchange Act:
                        Common Shares, without par value
                     --------------------------------------
                                (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange  Act during the  preceding 12
months (or for such  shorter  period  that the issuer was  required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes [X]   No [  ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

State the issuer's revenues for its most recent fiscal year:  $37.3 million

Based upon the last sale  price  quoted by The  American  Stock  Exchange  as of
December  18,  2000 the  aggregate  market  value of the  voting  stock  held by
non-affiliates of the Registrant, on that date was $41.4 million.

At December 18, 2000 there were  4,420,014  of the  Registrant's  Common  Shares
issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Part I of Form 10-KSB:     Safe  Harbor Under the  Private Securities Litigation
                           Reform Act of 1995 in Exhibit 99.1.
Part II of Form 10-KSB:    Portions of the Annual Report to Shareholders for the
                           fiscal year ended September 30, 2000, in Exhibit 13.
Part III of Form 10-KSB:   Proxy   Statement   for   2001   Annual   Meeting  of
                           Shareholders in Exhibit 20.






<PAGE>
                                     PART I

Item 1.          Description of Business

General

        Winton Financial  Corporation,  an Ohio corporation ("WFC"), owns all of
the issued and  outstanding  common shares of The Winton Savings and Loan Co., a
savings and loan  association  incorporated  under the laws of the State of Ohio
("Winton").  As a unitary savings and loan holding company, WFC, through Winton,
is engaged in the savings and loan business.

        WFC's  activities  have been  limited  primarily  to holding  the common
shares of Winton.  Consequently,  the following  discussion focuses primarily on
the business of Winton.

        Winton is  principally  engaged in the business of making first mortgage
loans  to  finance  the  purchase,   construction  or  improvement  of  one-  to
four-family  residential  real estate or other real property located in Winton's
primary market area.  Loan funds are obtained  primarily from savings  deposits,
which are  insured up to  applicable  limits by the  Federal  Deposit  Insurance
Corporation  (the "FDIC") in the Savings  Association  Insurance  Fund ("SAIF"),
loan repayments, Federal Home Loan Bank ("FHLB") advances and the sale of loans.
Interest earned on loans is Winton's  primary source of revenue.  In addition to
originating  loans,  Winton invests in U.S.  Government and agency  obligations,
interest-bearing  deposits in other financial  institutions and  mortgage-backed
securities.

        Winton conducts business from a loan production office in Western Hills,
Ohio, and its seven full-service  offices in Hamilton County, Ohio, and serves a
market area which  includes  the Ohio  counties of  Hamilton,  Butler,  Clinton,
Clermont, Montgomery, Brown, Adams, Franklin and Warren, the Indiana counties of
Ripley,  Franklin,  Union  and  Dearborn  and the  Kentucky  counties  of Boone,
Campbell, Gallatin and Kenton.

        As a savings and loan  holding  company,  WFC is subject to  regulation,
supervision  and  examination by the Office of Thrift  Supervision of the United
States  Department  of the  Treasury  (the  "OTS").  As an Ohio savings and loan
association, Winton is subject to regulation, supervision and examination by the
OTS, the FDIC and the Ohio Division of Financial  Institutions (the "Division").
Winton is also a member of the FHLB of Cincinnati.

Forward-Looking Statements

        When used in this Annual Report on Form 10-K, the words or phrases "will
likely   result,"  "are  expected  to,"  "will   continue,"  "is   anticipated,"
"estimated,"  "projected,"  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 certain risks and
uncertainties,  including  changes  in  economic  conditions  generally  and  in
Winton's market area, changes in policies by regulatory  agencies,  fluctuations
in interest  rates,  demand for loans in Winton's  market area and  competition.
Factors listed above could affect WFC's  financial  performance  and could cause
WFC's actual results for future periods to differ materially from any statements
expressed with respect to future  periods.  See Exhibit 99 hereto,  "Safe Harbor
Under  the  Private  Securities   Litigation  Reform  Act  of  1995,"  which  is
incorporated herein by reference.

        WFC does not undertake,  and specifically  disclaims any obligation,  to
revise   publicly  any   forward-looking   statements   to  reflect   events  or
circumstances  after the date of such statements or to reflect the occurrence of
anticipated or unanticipated events.

Lending Activities

        General. Winton's principal lending activity involves the origination of
conventional  fixed-rate and variable-rate mortgage loans for the acquisition or
construction  of one- to  four-family  residences  located in  Winton's  primary
market area, and of nonresidential and multifamily loans, including construction
and  permanent  mortgage  loans  on  condominiums,   multi-unit  properties  and
commercial  properties.  Each of such  loans is  secured  by a  mortgage  on the
underlying property. Winton also originates loans insured by the Federal Housing
Administration  and  guaranteed  by the Veterans  Administration,  both of which
Winton  sells  into  the  secondary  market.  In  addition  to  residential  and
nonresidential real estate lending,  Winton originates consumer loans, including
passbook, automobile, home improvement and home equity line of credit loans.



                                      -2-
<PAGE>

         Loan Portfolio  CompositionLoan  Portfolio  Composition.  The following
table sets forth certain information concerning the composition of Winton's loan
portfolio at the dates indicated:
<TABLE>
<CAPTION>

                                                                           At September 30,
                                                        2000                     1999                    1998
                                                        -----                    -----                   -----
                                                  Amount          %        Amount          %        Amount        %
                                                  ------         ---       ------         ---       ------       ---
                                                                        (Dollars in thousands)
<S>                                                 <C>           <C>         <C>         <C>        <C>           <C>
Real estate loans:
   One- to four-family (1)                        $223,698       53.8%     $226,586       54.8%     $189,915      54.1%
   Multifamily                                      77,870       18.7        80,309       19.4        76,399      21.7
   Land and lot                                      3,502         .8         4,546        1.1         5,941       1.7
   Nonresidential                                   75,127       18.1        74,233       17.9        56,294      16.0
Construction loans (2)                              37,638        9.1        32,655        7.9        30,066       8.6
Consumer and other loans (3)                        15,241        3.7        11,709        2.8         8,403       2.4
                                                   -------      -----       -------      -----       -------     -----
                                                   433,076      104.2       430,038      103.9       367,018     104.5
Less:
  Loans in process                                 (16,046)      (3.9)      (15,070)      (3.6)      (14,321)     (4.1)
  Deferred loan origination fees                      (583)       (.1)         (486)       (.1)         (411)      (.1)
  Allowance for loan losses                         (1,000)       (.2)         (932)       (.2)         (917)      (.3)
                                                   -------      -----       -------      -----       -------     -----

    Total loans                                   $415,447      100.0%     $413,550      100.0%     $351,369     100.0%
                                                   =======      =====       =======      =====       =======     =====
</TABLE>

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

(1)  Includes first and second mortgage  loans,  home equity lines of credit and
     loans held for sale.

(2)  Includes   loans   secured   by   one-to   four-family,   multifamily   and
     nonresidential real estate.

(3)  Includes  lines of credit that are  available  to  businesses  and that are
     secured by assets other than real estate.


        Loan Maturity. The following table sets forth certain information, as of
September 30, 2000,  regarding  the dollar amount of loans  maturing in Winton's
portfolio based on their contractual terms to maturity,  before giving effect to
net items.  Demand  loans,  loans  having no stated  schedule of  repayments  or
without stated maturity and overdrafts are reported as due in one year or less.
<TABLE>
<CAPTION>

                                                                     Due over        Due over
                                                                    3 years to      5 years to       Due over
                                 Due in     Due in      Due in    5 years after   10 years after  10 years after
                                  2001       2002        2003         9/30/00         9/30/00         9/30/00       Total
                                 ------     ------      -------   -------------   --------------  --------------    -----
                                                                       (In thousands)
<S>                                <C>         <C>         <C>           <C>             <C>             <C>          <C>
Real estate loans:
   One- to-four family (1)       $17,365     $   394   $   689        $  1,796         $17,293        $186,161     $223,698
   Multifamily                     1,740          10     2,034             435          10,270          63,381       77,870
   Land and lot                      263         250       263           1,713              78             935        3,502
   Nonresidential                    709         401       304           2,554          18,377          52,782       75,127
Construction loans (2)            35,320       1,439         -             879               -               -       37,638
Consumer and other loans (3)       7,030         569     1,448           3,648           1,197           1,349       15,241
                                  ------       -----     -----          ------          ------         -------    ---------
Total                            $62,427      $3,063    $4,738         $11,025         $47,215        $304,608     $433,076
                                  ======       =====     =====          ======          ======         =======     ========
</TABLE>

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

(1)  Includes first and second mortgage  loans,  home equity lines of credit and
     loans held for sale.

(2)  Includes   loans   secured   by   one-to   four-family,   multifamily   and
     nonresidential real estate.

(3)  Includes  lines of credit that are  available  to  businesses  and that are
     secured by assets other than real estate.


                                      -3-
<PAGE>

        The following table sets forth, at September 30, 2000, the dollar amount
of all loans,  before  net items,  that have  predetermined  interest  rates and
floating or adjustable interest rates:
<TABLE>
<CAPTION>

                                                       Predetermined          Floating or
                                                              rates         adjustable rates
                                                       -------------        ----------------
                                                                 (In thousands)
<S>                                                          <C>                 <C>
Real estate loans:
   One- to-four family                                    $152,202               $71,496
   Multifamily                                              30,570                47,300
   Land and lot                                                215                 3,287
   Nonresidential                                           54,862                20,265
Construction loans                                          22,793                14,845
Consumer and other loans                                     8,564                 6,677
                                                           -------               -------
     Total                                                $269,206              $163,870
                                                           =======               =======
</TABLE>

        One- to Four-Family  Real Estate  LoansOne- to  Four-Family  Residential
Real Estate Loans.  The primary lending activity of Winton is the origination of
conventional loans secured by one- to four-family residential properties located
within  Winton's  primary  market area. At September 30, 2000, a total of $223.7
million,  or  approximately  53.8%, of Winton's total loans consisted of one- to
four-family  residential real estate loans. The outstanding  balance of Winton's
largest one- to four-family real estate loan was $492,000 at September 30, 2000.

        Subject to OTS regulations regarding safety and soundness,  there are no
limits  on the  aggregate  amount  of  assets  Winton  may  invest  in  one-  to
four-family  loans.  OTS  regulations and Ohio law limit the amount which Winton
may lend to a single borrower in relationship to the appraised value of the real
estate and improvements  thereon at the time of loan origination.  In accordance
with such regulations,  Winton makes loans on single-family residences up to 95%
of the value of the real estate and improvements (the  "Loan-to-Value  Ratio" or
"LTV"). Winton also makes loans over the 95% LTV, though most of those loans are
sold in the secondary market with recourse.  Generally,  Winton requires private
mortgage insurance and/or charges premium interest rates for loans over 80% LTV.

        Winton  offers  fixed  interest  rates on its one- to  four-family  real
estate  loans with terms of up to 30 years.  Winton also offers  mortgage  loans
with adjustable interest rates ("ARMs") with adjustment periods of generally one
or three years.  Winton  determines the interest rates initially charged on ARMs
and the new  rate at each  adjustment  date by  adding a  stated  margin  to the
one-year  or  three-year  United  States  Treasury  bill  rate  at the  time  it
originates the loan.  Winton sets the initial interest rate for a three-year ARM
slightly  higher  than for the  one-year  ARM to  compensate  for the  increased
exposure to risk resulting from interest-rate fluctuations during the adjustment
period.  The maximum  adjustment  at each  adjustment  date for one-year ARMs is
usually  2%,  with a maximum  adjustment  of 6% over the term of the  loan.  The
maximum  adjustment on three-year  ARMs presently  originated by Winton is 2% at
each adjustment date, with a maximum adjustment of 6% over the life of the loan.
None of Winton's ARMs have negative amortization features.

        The one- to four-family real estate mortgage loans offered by Winton are
usually  originated  for terms of 10 to 30 years.  Due to the general  long-term
nature of an  investment  in  mortgage  loans,  such loans could have an adverse
effect upon the earnings  spread of an  association if such loans do not reprice
as quickly as the association's  cost of funds. To minimize such effect,  Winton
emphasizes the origination of ARMs. Furthermore,  experience during recent years
reveals that, as a result of prepayments  in connection  with  refinancings  and
sales  of  the  underlying   properties,   residential  loans  generally  remain
outstanding  for periods  which are  substantially  shorter than the maturity of
such loans.

        At September 30, 2000, Winton had nonperforming  loans totaling $942,000
in its one- to  four-family  portfolio.  Winton  considers a loan  nonperforming
when, in the opinion of management, the collection of additional interest on the
loan is  unlikely,  the  loan  meets  non-accrual  criteria  as  established  by
regulatory  authorities,  or the loan is accruing  interest  but is more than 90
days past due.



                                      -4-
<PAGE>

        Multifamily Real Estate LoansMultifamily  Residential Real Estate Loans.
Winton  originates  adjustable-  and  fixed-rate  loans  secured by  multifamily
properties  containing  over four units. At September 30, 2000, a total of $77.9
million,   or  approximately   18.7%,  of  Winton's  total  loans  consisted  of
multifamily  real estate  loans.  The  outstanding  balance of Winton's  largest
multifamily real estate loan was $3.0 million at September 30, 2000.

        Multifamily  loans  generally have terms of up to 25 years and a maximum
LTV of 80%.  Adjustable-rate  multifamily  residential  loans are currently made
with the same adjustment schedules,  indexes and caps as for one- to four-family
residential ARMs, with a margin of 3% over the index.

        Multifamily  lending is generally  considered to involve a higher degree
of risk than one- to four-family  residential  lending  because the loan amounts
are larger and the  borrower  typically  depends  upon income  generated  by the
project to cover operating  expenses and debt service.  The  profitability  of a
project can be affected by economic  conditions,  government  policies and other
factors beyond the control of the borrower.  Winton  attempts to reduce the risk
associated with multifamily lending by evaluating the  credit-worthiness  of the
borrower and the  projected  income from the project and by  obtaining  personal
guarantees on loans made to corporations and partnerships.  Winton requires that
the borrower  agrees to submit rent rolls and financial  statements  annually to
enable Winton to monitor the loan.

        At  September  30,  2000,  Winton  had  no  nonperforming  loans  in its
multifamily real estate portfolio.

        Land  and Lot  Loans.  Winton  originates  loans to  individuals  and to
builders  secured by mortgages on  unimproved  developed  real estate upon which
residential  properties will be  constructed.  At September 30, 2000, a total of
$3.5 million,  or  approximately  .8%, of Winton's total loans consisted of land
and lot loans.  Ohio regulations limit the amount of any land and lot loan for a
single person to two percent of total assets of the association. The outstanding
balance of Winton's  largest land and lot loan was $247,000,  or .8% of Winton's
total assets, at September 30, 2000. A developed  building lot loan is generally
made for a 20-year term with a five-year  balloon  payment of principal due upon
expiration of the loan term and generally a maximum LTV of 75%.

        Loans on unimproved developed real estate are generally considered to be
subject to a higher degree of risk because the borrower  typically  depends on a
sale of the  property  or the later  improvement  of the  property to cover debt
service.  The ability to sell or develop  unimproved  real estate is affected by
economic conditions, government policies and other factors beyond the control of
the borrower.  These risks are increased if the unimproved real estate is for an
entire  subdivision  rather than a single  residential  lot.  Winton reviews the
viability of the unimproved  real estate for  improvement and sale and evaluates
the credit-worthiness of the borrowers for these loans.

        At September 30, 2000, Winton had no nonperforming loans in its land and
lot loan portfolio.

        Nonresidential  Real Estate Loans.  Winton  originates real estate loans
secured by nonresidential real estate, including loans secured by retail, office
and other types of business  facilities  located in its primary  market area. At
September  30,  2000,  a total of $75.1  million,  or  approximately  18.1%,  of
Winton's  total  loans  consisted  of  nonresidential  real  estate  loans.  The
outstanding balance of Winton's largest nonresidential real estate loan was $2.1
million at September 30, 2000.

        Federal  regulations limit the amount of  nonresidential  mortgage loans
which an association may make to 400% of its capital and Ohio regulations  limit
the amount of nonresidential loans which an association may make to 20% of total
assets. At September 30, 2000, Winton's nonresidential  permanent mortgage loans
totaled 212.5% of Winton's capital and 16.1% of Winton's total assets.

        In  recent  years,  nonresidential  real  estate  loans  have  been made
primarily on an adjustable-rate basis, with loan terms generally up to a maximum
of  25  years,   although  Winton  has  made  a  limited  number  of  fixed-rate
nonresidential real estate loans during that period. Winton typically originates
these loans at a maximum  80% LTV.  Adjustable-rate  nonresidential  real estate
loans have the same adjustment schedules, index and caps as the residential ARMs
described above in "One- to Four-Family Real Estate Loans."



                                      -5-
<PAGE>

        Nonresidential real estate lending is generally  considered to involve a
higher degree of risk than residential lending due to the relatively larger loan
amounts  and the  effects  of  general  economic  conditions  on the  successful
operation of  income-producing  properties.  If the cash flow on the property is
reduced,  for  example,  as leases are not obtained or renewed,  the  borrower's
ability to repay may be impaired.  Winton has  endeavored to reduce such risk by
evaluating the credit history and past performance of the borrower, the location
of the real estate, the quality of the management constructing and operating the
property,  the debt service ratio, the quality and characteristics of the income
stream  generated by the  property  and  appraisals  supporting  the  property's
valuation.

        At  September  30, 2000,  Winton had one  nonperforming  loans  totaling
$220,000 in its nonresidential real estate portfolio.

        Construction Loans. Winton offers residential construction loans both to
owner-occupants  and to  builders  for homes being  built  under  contract  with
owner-occupants.  To a very limited extent, Winton also makes construction loans
to persons constructing projects for investment purposes. At September 30, 2000,
a total of $37.6  million,  or  approximately  9.1%,  of  Winton's  total  loans
consisted of construction  loans.  The outstanding  balance of Winton's  largest
construction loan was $2.5 million at September 30, 2000.

        Construction  loans  generally have terms ranging from 6 to 12 months at
fixed  and  adjustable   rates  of  interest  over  the   construction   period.
Adjustable-rate  construction loan products are adjusted based on changes to the
prime rate. Residential construction loans and nonresidential construction loans
are interim  loans which are  replaced by  permanent  fixed- or  adjustable-rate
loans at the end of the construction period. Such permanent loans may or may not
be obtained from Winton.

        Construction  loans generally  involve greater  underwriting and default
risks than do loans  secured by  mortgages  on  existing  properties  due to the
concentration  of principal in a limited  number of loans and  borrowers and the
effects of general economic conditions on real estate developments,  developers,
managers and builders.  In addition,  such loans are more  difficult to evaluate
and monitor.  Winton  advances loan funds upon the security of the project under
construction,  which  is more  difficult  to  value  before  the  completion  of
construction.  Moreover,  because of the  uncertainties  inherent in  estimating
construction  costs, it is relatively  difficult to evaluate accurately the LTVs
and the total loan funds required to complete a project.  In the event a default
on a construction loan occurs and foreclosure follows, Winton would have to take
control  of the  project  and  attempt  either  to  arrange  for  completion  of
construction  or  dispose of the  unfinished  project.  Almost  all of  Winton's
construction  loans are secured by  properties in its primary  market area.  The
economy of such  lending  area has been  relatively  stable over the three years
ended September 30, 2000.

        At  September  30,  2000,  Winton  had  no  nonperforming  loans  in its
construction loan portfolio.

        Consumer  Loans.  Winton  originates  various  types of consumer  loans,
including  loans made to depositors  on the security of their savings  deposits,
automobile loans,  commercial loans,  loans secured by stocks of publicly-traded
companies,  lines of credit to businesses  secured by non-real estate assets and
unsecured  personal loans.  At September 30, 2000, a total of $15.2 million,  or
3.7%,  of Winton's  total loans  consisted of consumer  loans.  The  outstanding
balance of Winton's largest consumer loan was $540,000 at September 30, 2000.

        Ohio regulations limit the amount of consumer loans which an association
may make to 20% of total assets. At September 30, 2000,  Winton's consumer loans
represented approximately 3.3% of Winton's total assets.

        Consumer loans are generally made at fixed rates of interest  consistent
with the market  rate for the type of  collateral  offered as  security  and for
terms of from 90 days to five years.

        Consumer  loans,  particularly  consumer loans that are unsecured or are
secured by rapidly  depreciating  assets such as  automobiles  and mobile homes,
entail  greater  risk  than  residential  loans.  Repossessed  collateral  for a
defaulted  consumer loan may not provide an adequate  source of repayment of the
outstanding loan balance. The risk of default on consumer loans increases during
periods of recession, high unemployment and other adverse economic conditions.

        At September 30, 2000,  Winton had three  nonperforming  loans  totaling
$65,000 in its consumer loan portfolio.



                                      -6-
<PAGE>

        Loan Solicitation and Processing. Winton develops loan originations from
a number of sources,  including  commissioned  loan  originators,  loan brokers,
continuing business with depositors, other borrowers and real estate developers,
solicitations  by Winton's  directors,  officers  and lending  staff and walk-in
customers.

        Winton's  loan  personnel  take  all  loan  applications  for  permanent
mortgage loans.  Winton obtains a credit report,  verification of employment and
other documentation concerning the credit-worthiness of the borrower. Generally,
an independent fee appraiser  approved by the Board of Directors will prepare an
appraisal  of the fair market  value of the real  estate  which will be given as
security for the loan. An environmental study is conducted only if the appraiser
or management has reason to believe that an environmental problem may exist. For
multifamily and  nonresidential  mortgage  loans,  Winton  generally  requires a
personal  guarantee.  Winton  also  obtains  information  with  respect to prior
projects completed by the borrower. Upon the completion of the appraisal and the
receipt of information on the borrower,  the application for a loan is submitted
either to the Loan  Committee  and/or the Board of Directors or to the secondary
market for approval or rejection.  Any loan applications  which are not accepted
by the  secondary  market are reviewed and accepted or rejected by Winton's Loan
Committee.

        If a mortgage loan application is approved, Winton obtains an attorney's
opinion  of title or a title  insurance  policy on the real  estate  which  will
secure the mortgage loan.  Winton requires  borrowers to carry fire and casualty
insurance and flood insurance,  if applicable,  and to name Winton as an insured
mortgagee.

        The  procedure  for  approval of  construction  loans is the same as for
permanent mortgage loans, except that an appraiser evaluates the building plans,
construction  specifications  and estimates of construction  costs.  Winton also
evaluates  the  feasibility  of  the  proposed   construction  project  and  the
experience and record of the builder.

        Consumer loans are  underwritten  on the basis of the borrower's  credit
history and an analysis of the borrower's income and expenses,  ability to repay
the loan and the value of the collateral, if any.

        Winton's loans carry  provisions  that the entire balance of the loan is
due upon sale of the property securing the loan.

        Loan  Originations,  Purchases  and  Sales.  Winton  has  been  actively
originating  new 30-year,  20-year and 15-year  fixed-rate  and  adjustable-rate
loans.  Most  residential  fixed-rate  loans  made by Winton are  originated  on
documentation  which will  permit a possible  sale of such loans to the  Federal
Home Loan Mortgage  Corporation  ("FHLMC") or other  secondary  mortgage  market
participants.  When Winton sells to the FHLMC or other secondary mortgage market
participants,  Winton  generally  releases  servicing  rights,  but occasionally
Winton  retains the  servicing on such loans by collecting  monthly  payments of
principal  and  interest  and  forwarding  such  payments  to the FHLMC or other
secondary mortgage market participants, net of a servicing fee.

        Winton  sold $50.7  million of  fixed-rate  loans  during  fiscal  2000,
compared to sales of $99.3  million in fiscal 1999 and $104.7  million in fiscal
1998.

        From time to time,  Winton  sells  participation  interests  in mortgage
loans  originated  by  Winton  or  purchases  participation  interests  in loans
originated by other lenders.  During the fiscal years ended  September 30, 2000,
1999 and 1998, Winton sold  participation  interests in loans totaling $903,000,
$2.7 million and $6.7 million, respectively. Winton held participations in loans
originated by other lenders of approximately $3.0 million at September 30, 2000.
Loans in which Winton purchases  participation interests must meet or exceed the
underwriting standards for the loans which Winton originates.










                                      -7-
<PAGE>
        The  following  table  presents   Winton's  mortgage  loan  origination,
purchase, sale and principal repayment activity for the periods indicated:
<TABLE>
<CAPTION>

                                                                        Year ended September 30,
                                                       2000                       1999                        1998
                                                       -----                      -----                       -----
                                                Amount         %           Amount          %           Amount          %
                                                ------        ---          ------         ---          ------          ---
                                                                           (Dollars in thousands)
<S>                                               <C>          <C>            <C>          <C>           <C>          <C>
Loans originated:
   Real estate loans:
    One- to four-family:
      Fixed-rate                                $ 39,948      26.5%       $146,704        51.2%       $124,509        50.5%
      Adjustable-rate                             15,303      10.1          17,475         6.1          18,168         7.4
      FHA/VA                                       6,258       4.1           5,518         1.9           3,478         1.4
    Multifamily:
      Fixed-rate loans                               344        .2          15,477         5.4          15,455         6.3
      Adjustable-rate                              7,097       4.7           7,954         2.8          13,886         5.6
    Nonresidential, land and lot:
      Fixed-rate                                   4,641       3.1          15,978         5.6          16,879         6.8
      Adjustable-rate                              6,423       4.3           7,129         2.5           6,058         2.5
   Construction loans                             34,678      23.0          42,843        14.9          31,337        12.7
   Consumer and other loans (1)                   36,147      24.0          27,414         9.6          16,653         6.8
                                                 -------     -----         -------       -----         -------       -----

      Total loans originated                    $150,839     100.0%       $286,492       100.0%       $246,423       100.0%
                                                 =======     =====         =======       =====         =======       =====

Loans sold:
   Loans                                          50,746      98.3         $99,255        97.3%       $104,704        94.0%
   Participations                                    903       1.7           2,730         2.7           6,729         6.0
                                                 -------     -----         -------       -----         -------       -----
      Total                                     $ 51,649     100.0%       $101,985       100.0%       $111,433       100.0%
                                                 =======     =====         =======       =====         =======       =====

Principal repayments on loans                   $ 97,218                  $122,174                    $101,551
                                                 =======                   =======                     =======
</TABLE>

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

(1)  Consists  primarily of auto and line of credit  disbursements and change in
     loans in process.


        Federal  Lending Limit.  OTS  regulations  impose a lending limit on the
aggregate  amount  that a savings  association  can lend to one  borrower  to an
amount equal to 15% of the  association's  total capital for risk-based  capital
purposes  plus any loan  reserves  not already  included in total  capital  (the
"Lending  Limit  Capital").  A savings  association  may lend to one borrower an
additional amount not to exceed 10% of the association's  Lending Limit Capital,
if the  additional  amount  is  fully  secured  by  certain  forms  of  "readily
marketable  collateral."  Real  estate  is not  considered  "readily  marketable
collateral."  In applying  this limit,  the  regulations  require  that loans to
certain  related or  affiliated  borrowers be  aggregated.  An exception to this
limit permits loans of any type to one borrower of up to $500,000.  In addition,
the OTS, under certain circumstances, may permit exceptions to the lending limit
on a  case-by-case  basis.  Based  on the 15%  limit,  Winton  was  able to lend
approximately  $5.4 million to one borrower at September 30, 2000. Winton had no
outstanding loans in excess of such limit at September 30, 2000.

        Loan Origination and Other FeesLoan  Origination and Other Fees.  Winton
realizes loan  origination fee and other fee income from its lending  activities
and also realizes income from late payment charges,  application  fees, and fees
for other  miscellaneous  services.  Loan  origination fees and other fees are a
volatile source of income,  varying with the volume of lending,  loan repayments
and general economic  conditions.  All  nonrefundable  loan origination fees and
certain direct loan origination costs are deferred and recognized, in accordance
with  Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  91,  as an
adjustment to yield over the life of the related loan.





                                      -8-
<PAGE>

        Delinquent Loans,  Nonperforming Assets and Classified  AssetsDelinquent
Loans,  Non-performing Assets and Classified Assets. Winton attempts to minimize
loan  delinquencies  through the assessment of late charges and adherence to its
established  collection  procedures.  After a mortgage  loan  payment is 15 days
delinquent, Winton assesses a late charge of 5% of the amount of the payment and
contacts the borrower by mail or phone to request  payment.  In certain  limited
instances,  Winton  may modify  the loan or grant a limited  moratorium  on loan
payments to enable the borrower to reorganize the borrower's  financial affairs.
If the  loan  continues  in a  delinquent  status  for 90 days or  more,  Winton
generally will initiate foreclosure proceedings.

        Real estate  acquired by Winton as a result of foreclosure or by deed in
lieu of foreclosure is classified as "real estate owned" until it is sold.  When
Winton  acquires such property,  Winton records the property at the lower of the
loan's unpaid  principal  balance or fair value at the date of foreclosure  less
estimated selling expenses.  Periodically,  Winton reviews its real estate owned
to  ensure  that fair  value is not less  than  carrying  value.  Any  allowance
resulting  from the review is charged to earnings  as a provision  for losses on
real estate acquired  through  foreclosure.  All costs incurred from the date of
acquisition are expensed in the period paid.

        The following table reflects the amount of loans in delinquent status as
of the dates indicated:
<TABLE>
<CAPTION>

                                                                              At September 30,
                                                       2000          1999            1998           1997             1996
                                                      ------        ------          ------        -------           ------
                                                                            (Dollars in thousands)
<S>                                                    <C>            <C>            <C>            <C>              <C>
Loans delinquent
  30 to 59 days                                       $3,911        $6,259         $7,153          $2,730          $3,620
  60 to 89 days                                        1,107           384            720             913           1,024
  90 or more days                                      1,227           246          1,144             599           1,845
                                                       -----         -----          -----           -----           -----

    Total delinquent loans                            $6,245        $6,889         $9,017          $4,242          $6,489
                                                       =====         =====          =====           =====           =====

Ratio of total delinquent loans to total loans (1)      1.44%         1.60%          2.46%           1.33%           2.23%
                                                        ====          ====           ====            ====            ====
 </TABLE>

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

(1)  Includes loans held for sale.


        Winton reviews all delinquent  loans on a regular basis and places loans
on  non-accrual  status when, in the opinion of  management,  the  collection of
additional  interest is doubtful.  Winton places  residential  mortgage loans on
non-accrual   status  when   either   principal   or   interest  is   considered
uncollectible.  Consumer  loans  generally are charged off when the loan becomes
over 120 days  delinquent.  Nonresidential  real estate loans are  evaluated for
non-accrual  status when the loan is 90 days or more past due.  Interest accrued
and unpaid at the time a loan is placed on non-accrual status is charged against
interest  income.  Subsequent  payments  are either  applied to the  outstanding
principal balance or recorded as interest income, depending on the assessment of
the ultimate collectibility of the loan. The amount of interest which would have
been earned on  nonaccruing  loans,  had such loans been  current,  for the year
ended September 30, 2000, was approximately $39,000.


















                                      -9-
<PAGE>

        The  following  table sets forth  information  with  respect to Winton's
nonperforming assets for the periods indicated. During the periods shown, Winton
had no restructured loans within the meaning of SFAS No. 15. In addition,  as of
September 30, 2000, Winton had no loans which were not reflected in the table as
non-accrual,  90 days past due or restructured,  which may become so in the near
future  because  management  has concerns as to the ability of the  borrowers to
comply with repayment terms.
<TABLE>
<CAPTION>

                                                                             At September 30,
                                                    2000           1999            1998          1997          1996
                                                   ------         ------          ------        ------        ------
                                                                        (Dollars in thousands)
<S>                                                   <C>            <C>             <C>          <C>            <C>
 Loans accounted for on a non-accrual
 basis:(1)
  Real estate loans:
     Residential                                   $  353            104              150           264         1,416
     Nonresidential                                   220              -                -           179            57
  Construction loans                                    -              -              859             -             -
  Consumer and other loans                              -              -                -             -             3
                                                    -----            ---            -----           ---         -----
       Total                                          573            104            1,009           443         1,476

Accruing loans which are contractually
past due 90 days or more:
  Real estate loans:
     Residential                                      589             96              127           154           173
     Nonresidential                                     -              -                -             -           182
  Consumer and other loans                             65             46                8             2            14
                                                    -----            ---            -----           ---         -----
       Total                                          654            142              135           156           369
                                                    -----            ---            -----           ---         -----
Total of non-accrual and 90 days past
  due loans                                        $1,227           $246           $1,144          $599        $1,845
                                                    =====            ===            =====           ===         =====

Percentage of total loans                             .28%           .06%             .31%          .19%          .63%
                                                      ===            ===              ===           ===           ===

Other nonperforming assets(2)                      $  716           $492           $  595          $647        $  745
                                                    =====            ===            =====           ===         =====
</TABLE>

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

(1)  Non-accrual  status  denotes loans on which,  in the opinion of management,
     the  collection  of  additional  interest is  unlikely,  or loans that meet
     non-accrual  criteria as  established by regulatory  authorities.  Payments
     received  on a  non-accrual  loan are  either  applied  to the  outstanding
     principal balance or recorded as interest income, depending on management's
     assessment of the collectibility of the loan.

(2)  Consists of real estate acquired through  foreclosure and other repossessed
     assets that are  carried at the lower of cost or fair value less  estimated
     selling expenses.


        OTS regulations require that each thrift institution classify its assets
on a regular basis.  Problem assets are classified as "substandard,"  "doubtful"
or "loss."  "Substandard"  assets have one or more  defined  weaknesses  and are
characterized  by the distinct  possibility  that the insured  institution  will
sustain some loss if the deficiencies are not corrected.  "Doubtful" assets have
the same weaknesses as "substandard" assets, with the additional characteristics
that (i) the weaknesses  make  collection or liquidation in full on the basis of
currently existing facts, conditions and values questionable and (ii) there is a
high possibility of loss. An asset classified "loss" is considered uncollectible
and of such little value that its  continuance as an asset of the institution is
not  warranted.  The  regulations  also  contain a "special  mention"  category,
consisting  of  assets  which  do  not  currently  expose  an  institution  to a
sufficient  degree of risk to warrant  classification,  but which possess credit
deficiencies or potential weaknesses deserving management's close attention.  At
September 30, 2000,  Winton had  approximately  $481,000 of loans  designated as
special mention.

        Generally,  Winton  classifies  as  "substandard"  all  loans  that  are
delinquent more than 60 days, unless management  believes the delinquency status
is short-term due to unusual circumstances.  Loans delinquent fewer than 60 days
may also be classified  if the loans have the  characteristics  described  above
rendering classification appropriate. At September 30, 2000, Winton's classified
assets  consisted  of  substandard  assets in the amount of  approximately  $3.2
million.


                                      -10-

<PAGE>
        Federal examiners are authorized to classify an association's assets. If
an association does not agree with an examiner's classification of an asset, the
association may appeal the  classification to the appropriate  Regional Director
of the OTS.  Winton  had no  disagreements  with  the  examiners  regarding  the
classification of assets at the time of the last examination.

        OTS regulations require that Winton establish prudent general allowances
for loan losses for any loan classified as substandard or doubtful. If an asset,
or portion thereof, is classified as loss, the association must either establish
specific allowances for losses in the amount of 100% of the portion of the asset
classified loss, or charge off such amount.

        Allowance  for  Loan  LossesAllowance  for  Loan  Losses.  The  Board of
Directors  reviews on a  quarterly  basis the  allowance  for loan  losses as it
relates to 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 and possible losses arising from specific problem assets. To a lesser
extent,  management also considers loan  concentrations  to single borrowers and
changes in the composition of the loan  portfolio.  While the Board of Directors
believes that it uses the best information  available to determine the allowance
for loan losses,  unforeseen market conditions could result in adjustments.  Net
earnings could be significantly  affected by these  adjustments if circumstances
differ   substantially   from  the   assumptions   used  in  making   the  final
determination. At September 30, 2000, Winton's allowance for loan losses totaled
$1.0 million.

        The  following  table sets forth an analysis of Winton's  allowance  for
loan losses for the periods indicated.
<TABLE>
<CAPTION>

                                                                    Year ended September 30,
                                              2000             1999             1998            1997           1996
                                             ------          -------           -------        -------         -------
                                                                     (Dollars in thousands)
<S>                                             <C>             <C>              <C>              <C>            <C>
Balance at beginning of period               $  932             $917             $905            $954            $764

Charge-offs:
Real estate loans:
   One- to four-family                          (75)             (48)             (64)            (72)            (71)
   Multifamily and nonresidential                (8)             (35)               -               -             (12)
Construction loans                                -              (81)              (4)              -               -
Consumer loans                                  (41)             (24)              (8)             (5)            (10)
                                              -----              ---              ---             ---             ---
     Total                                     (124)            (188)             (76)            (77)            (93)

Total recoveries                                 67               43                2              22               4
                                              -----              ---              ---             ---             ---

Net charge-offs                                 (57)            (145)             (74)            (55)            (89)

Provision for loan losses                       125              160               86               6             279
                                              -----              ---              ---             ---             ---

Balance at end of period                     $1,000             $932             $917            $905            $954
                                              =====              ===              ===             ===             ===

Ratio of net charge-offs during the
   period to average loans
   outstanding during the period (1)            .01%             .04%             .02%            .02%            .03%
                                                ===              ===              ===             ===             ===
</TABLE>

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

(1)  During the respective  periods there were $420.0  million,  $382.7 million,
     $342.1  million,  $302.5  million  and  $260.6  million  in  average  loans
     outstanding.




                                      -11-
<PAGE>
        The following  table  provides an  allocation of Winton's  allowance for
loan losses as of each of the following dates:
<TABLE>
<CAPTION>

                                                                            At September 30,
                                              2000              1999              1998              1997             1996
                                             ------            ------            ------            ------           ------
                                                                             (In thousands)
<S>                                            <C>               <C>               <C>              <C>                <C>
Specific allowances
  One- to four-family                         $    -            $ 48              $ 53              $ 40              $ 80
  Commercial                                       -               -                 -                24                25
                                               -----             ---               ---               ---               ---
     Total specific allowances                     -              48                53                64               105

General allowances Real estate loans:
    One- to four-family                          455             379               396               388               405
    Multifamily and nonresidential               208             375               350               346               339
  Construction and development loans
                                                 203              15                10                 -                 -
  Consumer loans                                 125             110               100               100               100
  Commercial                                       9               5                 8                 7                 5
                                               -----             ---               ---               ---               ---
     Total general allowances                  1,000             884               864               841               849
                                               -----             ---               ---               ---               ---
     Total allowance for possible loan
       losses                                 $1,000            $932              $917              $905              $954
                                               =====             ===               ===               ===               ===
</TABLE>


Investment ActivitiesInvestment Activities

        OTS regulations  require that Winton maintain a minimum amount of liquid
assets,  which may be  invested  in U.S.  Treasury  obligations,  securities  of
various federal  agencies,  certificates  of deposit at insured banks,  bankers'
acceptances and federal funds.  Winton is also permitted to make  investments in
certain  commercial  paper,  corporate debt securities  rated in one of the four
highest  rating  categories  by one or more  nationally  recognized  statistical
rating  organizations,  and mutual funds, as well as other investments permitted
by federal regulations. See "REGULATION."

        The following  table  presents the  amortized  cost and market values of
Winton's  investment  securities,  including  those  designated as available for
sale, at the dates indicated:
<TABLE>
<CAPTION>

                                                                         September 30,

                                              2000                           1999                           1998
                                              ----                           ----                           ----
                                     Amortized        Market        Amortized        Market        Amortized        Market
                                        Cost          Value            Cost          Value            Cost          Value
                                     ---------        ------        ---------        ------        ---------        ------
                                                                         (In thousands)
<S>                                      <C>           <C>             <C>             <C>             <C>            <C>
Held to maturity:
   U.S. government and agency
     obligations                       $15,757        $15,661         $16,882        $16,774         $14,858       $15,185
Available for sale:
   U.S. government and agency
     obligations                         3,505          3,495           4,491          4,528           4,587         4,855
   Corporate equity securities             103            778             103            975             103           724
                                        ------         ------          ------         ------          ------        ------
                                         3,608          4,273           4,594          5,503           4,690         5,579
                                        ------         ------          ------         ------          ------        ------
Total                                  $19,365        $19,934         $21,476        $22,277         $19,548       $20,764
                                        ======         ======          ======         ======          ======        ======
</TABLE>



                                      -12-
<PAGE>

        The  following  table  presents the  contractual  maturities or terms to
repricing of U.S.  Government  and agency  obligations at carrying value and the
weighted-average yields at September 30, 2000:
<TABLE>
<CAPTION>

                                       Maturing within                Maturing within
                                        one year after                one to five years
                                       September 30, 2000         after September 30, 2000               Total
                                       ------------------         ------------------------       ------------------------
                                  Amortized        Average        Amortized        Average       Amortized        Average
                                      Cost           Yield            Cost          Yield            Cost           Yield
                                  ---------        -------        ---------        -------       ---------        -------
                                                                   (Dollars in thousands)
<S>                                   <C>            <C>              <C>            <C>            <C>             <C>
Held to maturity                    $7,656           5.39%        $  8,101           5.81%        $15,757           5.61%
Available for sale                       -              -            3,505           6.06           3,505           6.06
                                     -----           ----           ------           ----          ------           ----
    Total                           $7,656           5.39%         $11,606           5.88%        $19,262           5.69%
                                     =====           ====           ======           ====          ======           ====
</TABLE>

        Winton maintains a portfolio of mortgage-backed  pass-through securities
in the  form of  FHLMC,  Federal  National  Mortgage  Association  ("FNMA")  and
Government National Mortgage  Association ("GNMA")  participation  certificates.
Mortgage-backed  pass-through  securities  generally entitle Winton to receive a
portion of the cash flows from an identified  pool of mortgages and gives Winton
an interest in the pool of mortgages.  FHLMC,  FNMA and GNMA securities are each
guaranteed by their respective agencies as to principal and interest.

        Winton  has  also  invested  in  collateralized   mortgage   obligations
("CMOs").  CMOs are mortgage derivative products,  secured by an underlying pool
of mortgages.  Winton has no ownership interest in the mortgages,  except to the
extent they serve as collateral.  Payment streams from the mortgages  serving as
collateral are reconfigured  with varying terms and timing of payment to the CMO
investor.  Though they can be used for hedging and  investment,  CMOs can expose
investors  to higher risk of loss than  direct  investments  in  mortgage-backed
pass-through  securities,  particularly with respect to price volatility and the
lack of a broad secondary market in such securities.  The OTS has deemed certain
CMOs and other mortgage  derivative products to be "high-risk." None of Winton's
CMOs are in such "high-risk" category.

        Although  mortgage-backed  securities and CMOs generally yield less than
individual  loans  originated  by Winton,  they present less credit risk because
mortgage-backed  securities  are  guaranteed  as to  principal  repayment by the
issuing agency and CMOs are secured by the underlying  collateral.  Because CMOs
and other  mortgage-backed  securities  have a lower  yield  relative to current
market rates,  however,  retention of such  investments  could adversely  affect
Winton's earnings, particularly in a rising interest rate environment.  Although
CMOs and other mortgage-backed securities designated as available for sale are a
potential source of liquid funds for loan originations and deposit  withdrawals,
the prospect of a loss on the sale of such investments  limits the usefulness of
CMO investments for liquidity purposes.

        In  addition,  Winton  has  purchased  adjustable-rate   mortgage-backed
securities and CMOs as part of its effort to reduce its interest rate risk. In a
period of declining interest rates, Winton is subject to prepayment risk on such
adjustable-rate mortgage-backed securities and CMOs. Winton attempts to mitigate
this prepayment risk by purchasing mortgage-backed securities. If interest rates
rise in general,  the interest  rates on the loans  backing the  mortgage-backed
securities and CMOs will also adjust  upward,  subject to the interest rate caps
in the  underlying  adjustable-rate  mortgage  loans.  However,  Winton is still
subject to interest rate risk on such  securities if interest  rates rise faster
than the 1% to 2% maximum  annual  interest rate  adjustments  on the underlying
loans.








                                      -13-

<PAGE>

         The following table sets forth certain  information  regarding Winton's
investment in mortgage-backed securities at the dates indicated:
<TABLE>
<CAPTION>


                                           At September 30, 2000                           At September 30, 1999
                                   ----------------------------------------------  -------------------------------------------
                                                 Gross        Gross                             Gross       Gross
                                   Amortized   unrealized  unrealized   Estimated  Amortized  unrealized  unrealized   Estimated
                                      cost        gains       losses   fair value    cost       gains        losses   fair value
                                   ---------   ----------  ----------  ----------  ---------   ----------  ----------  ----------
                                                                         (In thousands)
<S>                                   <C>         <C>            <C>       <C>       <C>          <C>        <C>        <C>
Mortgage-backed securities held
  to maturity:
   FHLMC participation             $ 3,843       $  2         $(150)     $ 3,695    $ 4,589      $  9      $(228)     $ 4,370
   certificates
   FNMA participation                3,604          -          (126)       3,478      3,995         -       (180)       3,815
   certificates
   GNMA participation                  536          5            (8)         533        655        10         (7)         658
   certificates
   CMOs                              4,284          -          (140)       4,144      4,294         -        (79)       4,215
                                    ------        ---          ----       ------     ------       ---       ----       ------
                                    12,267          7          (424)      11,850     13,533        19       (494)      13,058
Mortgage-backed securities
  available for sale:
   GNMA participation                  342          3             -           345       403         7          -          410
                                    ------        ---          ----       ------     ------       ---       ----       ------
   certificates
                                   $12,609       $ 10         $(424)     $12,195    $13,936      $ 26      $(494)     $13,468
                                    ======        ===          ====       ======     ======       ===       ====       ======

</TABLE>

         The combined amortized cost of  mortgage-backed  and related securities
designated  as held to maturity or available  for sale at September 30, 2000 and
1999, by contractual  terms to maturity are shown below.  Actual  maturities may
differ  from  contractual  maturities  because  borrowers  generally  may prepay
obligations without prepayment penalties. Also, the timing of cash flows will be
affected by management's  intent to sell securities  designated as available for
sale under certain economic conditions.
<TABLE>
<CAPTION>

                                                     Amortized cost at            Amortized cost at
                                                    September 30, 2000           September 30, 1999
                                                   -------------------          ------------------
                                                                   (In thousands)
<S>                                                      <C>                       <C>
 Due within three years                                 $     3                      $     7
 Due after three years through five years                   430                          449
 Due after five years through ten years                     151                          186
 Due after ten years through twenty years                 3,852                        3,754
 Due after twenty years                                   8,173                        9,540
                                                         ------                       ------
                                                        $12,609                      $13,936
                                                         ======                       ======
</TABLE>

Deposits and BorrowingsDeposits and Borrowings

     General.  Deposits have  traditionally  been the primary source of Winton's
funds for use in  lending  and  other  investment  activities.  In  addition  to
deposits,  Winton derives funds from interest payments and principal  repayments
on loans and  mortgage-backed  securities,  advances  from the  FHLB,  income on
earning assets,  service charges and gains on the sale of assets.  Loan payments
are a relatively  stable  source of funds,  while  deposit  inflows and outflows
fluctuate  more  in  response  to  general   interest  rates  and  money  market
conditions.  FHLB  advances are used on a  short-term  basis to  compensate  for
reductions in the  availability  of funds from other sources or on a longer term
basis for general business purposes.

     Deposits.  Historically,  deposits  have been  attracted  principally  from
within Winton's primary market area through the offering of a broad selection of
deposit instruments,  including negotiable order of withdrawal ("NOW") accounts,
regular passbook  savings  accounts,  term  certificate  accounts and individual
retirement  accounts.  In the recent past Winton has  utilized  the  services of
deposit brokers to market  certificates  of deposit.  At September 30, 2000, the
total amount of brokered deposits equaled  approximately $21.6 million, or 7.0%,
of total deposits.





                                      -14-
<PAGE>

        Interest  rates  paid,  maturity  terms,  service  fees  and  withdrawal
penalties  for the various  types of accounts are  established  periodically  by
management of Winton based on Winton's liquidity requirements,  growth goals and
interest  rates paid by  competitors.  In a rising  interest  rate  environment,
Winton  attempts to manage its  interest  rate risk by  lengthening  the term to
maturity or repricing of more of its deposit liabilities.

        At September 30, 2000,  Winton's  certificates of deposit totaled $233.0
million,  or 75.2% of  total  deposits.  Of such  amount,  approximately  $138.5
million  in  certificates  of  deposit  mature  within  one year.  Based on past
experience and Winton's prevailing pricing strategies,  management believes that
a  substantial  percentage  of such  certificates  will  renew  with  Winton  at
maturity,  although  brokered  deposits  are less  likely  to renew  than  other
certificates  of deposit.  If there is a significant  deviation from  historical
experience,  Winton can, to a limited extent, utilize additional borrowings from
the FHLB as an  alternative  to this  source  of  funds.  See  "Borrowings"  and
"REGULATION - Federal Home Loan Banks."

        During  fiscal  2000,  1999 and 1998,  Winton  offered  certificates  of
deposit with terms from six months to five years at rates which  adjust  monthly
with designated  market indices,  which were the six month CD resale rate or the
three-year  Treasury rate.  Approximately $12.0 million of these certificates of
deposit were  outstanding at September 30, 2000.  Because these  certificates of
deposit are market rate sensitive,  they increase  Winton's  interest rate risk.
See "Asset/Liability Management."

        The  following  table sets forth the dollar  amount of  deposits  in the
various types of savings programs offered by Winton at September 30, 2000:
<TABLE>
<CAPTION>

                                                                  Percent
                                                                 of total
                                               Amount            deposits
                                               ------            --------
                                           (In thousands)
<S>                                             <C>                 <C>
Transaction accounts:
   Passbook accounts (1)                      $ 55,946             18.05%
   Christmas Club accounts (2)                     237               .08
   NOW accounts (3)                             20,703              6.68
                                               -------            ------
     Total transaction accounts                 76,886             24.81

Certificates of deposit (4):
   2.00 -  3.99%                                   559               .18
   4.00 -  5.99%                                80,201             25.88
   6.00 -  7.99%                               152,234             49.13
   8.00 -  9.99%                                     9                 -
                                               -------            ------
     Total certificates of deposit             233,003             75.19
                                               -------            ------

Total deposits                                $309,889            100.00%
                                               =======            ======
</TABLE>

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

(1)     Winton's weighted average interest rate on passbook accounts  fluctuates
        with the general  movement  of  interest  rates.  The  weighted  average
        interest rate on passbook accounts was 3.41% at September 30, 2000.

(2)     Winton's  weighted average interest rate paid on Christmas Club accounts
        fluctuates  with the general  movement of interest  rates.  The weighted
        average rate on club accounts was 3.20% at September 30, 2000.

(3)     Winton's weighted average interest rate paid on NOW accounts  fluctuates
        with the general  movement of interest rates.  The weighted average rate
        on NOW accounts was 1.11% at September 30, 2000.

(4)     Includes  Individual  Retirement  Accounts  and  jumbo  certificates  of
        deposit   (those  with  balances  in  excess  of  $100,000).   Terms  of
        certificates of deposit offered range from 30 days to 15 years, with the
        average accounts ranging from 90 days to five years.


                                      -15-
<PAGE>

        The  following  table shows rate and maturity  information  for Winton's
certificates of deposit as of September 30, 2000:
<TABLE>
<CAPTION>

                                                          Amount Due
                                                Over          Over
                                  Up to       1 year to    2 years to       Over
  Rate                           one year      2 years      3 years       3 years       Total
  ----                           --------     ---------    ----------     -------       -----
                                                         (In thousands)
<S>                                <C>            <C>            <C>         <C>           <C>
  2.00 - 3.99%                   $    405       $   124      $     -       $   30      $    559
  4.00 - 5.99                      56,472        16,868        4,646        2,215        80,201
  6.00 - 7.99                      81,609        51,744       13,031        5,850       152,234
  8.00 - 9.99                           -             -           -             9             9
                                  -------        ------       ------        -----       -------
     Total certificates of
       deposit                   $138,486       $68,736      $17,677       $8,104      $233,003
                                  =======        ======       ======        =====       =======

</TABLE>

        The  following  table  presents the amount of Winton's  certificates  of
deposit of $100,000 or more, by the time  remaining  until maturity at September
30, 2000:
<TABLE>
<CAPTION>

     Maturity                                        At September 30, 2000
     --------                                        ---------------------
                                                         (In thousands)
<S>                                                           <C>
     Three months or less                                  $12,979
     Over 3 months to 6 months                               9,337
     Over 6 months to 12 months                             16,023
     Over twelve months                                     23,710
                                                            ------
         Total                                             $62,049
                                                            ======
</TABLE>


        BorrowingsBorrowings.  During the year ended  September 30, 2000,  WFC's
borrowings   consisted  of  FHLB  advances  and  a  $2.0  million  loan  with  a
correspondent  bank. The following  table sets forth the maximum amount of WFC's
FHLB advances and other  borrowings  outstanding  at any  month-end,  during the
periods  shown,  and the average  aggregate  balances of FHLB  advances for such
periods:
<TABLE>
<CAPTION>
                                                                                    Year ended September 30,
                                                                         2000                 1999                1998
                                                                         ----                 ----                ----
                                                                                         (In thousands)
<S>                                                                       <C>                  <C>                 <C>
Maximum amount of FHLB advances and other borrowings                   $132,056             $116,532             $87,129
                                                                        =======              =======              ======

Average amount of FHLB advances and other borrowings
    outstanding during period                                          $120,239              $90,365             $68,824
                                                                        =======               ======              ======
</TABLE>


        The following  table sets forth certain  information as to Winton's FHLB
advances and other borrowings at the dates indicated:
<TABLE>
<CAPTION>

                                                                                      At September 30,
                                                                      2000                  1999                  1998
                                                                      ----                  ----                  ----
                                                                                       (In thousands)
<S>                                                                     <C>                   <C>                    <C>
FHLB advances and other borrowings                                   $115,720              $116,532               $67,404
                                                                      =======               =======                ======

Weighted average interest cost of FHLB advances and other
    borrowings during period based on month end balances                6.33%                 5.62%                 5.89%
                                                                        ====                  ====                  ====
</TABLE>



                                      -16-
<PAGE>


Competition

        Winton competes for deposits with other savings associations, commercial
banks and credit  unions  and with the  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, Winton competes with other savings associations, commercial banks,
consumer finance companies,  credit unions, leasing companies,  mortgage brokers
and other lenders.  Winton competes for loan originations  primarily through the
interest  rates and loan fees it charges and through the  efficiency and quality
of services it provides to  borrowers.  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 Winton 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.

Subsidiary Activities

        Winton has no subsidiaries.  WFC's only subsidiary is Winton.

PersonnelPersonnel

        As of September 30, 2000, Winton had 103 full-time equivalent employees.
Winton  believes  that  relations  with its  employees  are good.  Winton offers
health,  disability,  life and dependent care benefits. None of the employees of
Winton are represented by a collective bargaining unit.


                                   REGULATION

General

         WFC is a savings  and loan  holding  company  within the meaning of the
Home Owners Loan Act, as amended (the "HOLA").  Consequently,  WFC is subject to
regulation,  examination  and  oversight  by the OTS and  must  submit  periodic
reports  to the OTS  concerning  its  activities  and  financial  condition.  In
addition,  as a  corporation  organized  under  Ohio  law,  WFC  is  subject  to
provisions of the Ohio Revised Code applicable to corporations generally.

         As  an  Ohio  savings  and  loan  association,  Winton  is  subject  to
regulation, examination and oversight by the Superintendent of the Division (the
"Ohio  Superintendent").  Because  Winton's  deposits  are  insured by the FDIC,
Winton also is subject to  regulatory  oversight  by the FDIC.  Winton must file
periodic reports with the OTS concerning its activities and financial condition.
Examinations  are  conducted  periodically  by federal and state  regulators  to
determine whether Winton is in compliance with various  regulatory  requirements
and is operating in a safe and sound manner.  Winton is a member of the FHLB and
is subject to certain  regulations  promulgated by the Board of Governors of the
Federal Reserve System (the "FRB").

         On November 12, 1999,  the  Gramm-Leach-Bliley  Act (the "GLB Act") was
enacted into law. The GLB Act repealed  prior laws that had generally  prevented
banks  from  affiliating  with  securities  and  insurance  firms and made other
significant  changes in financial  services in which  various types of financial
institutions may engage.

         Prior to the GLB Act, unitary savings and loan holding  companies which
met certain  requirements were the only financial  institution holding companies
that were permitted to engage in any type of business  activity,  whether or not
the activity was a financial  service.  The GLB Act continues those broad powers
for unitary thrift holding companies in existence on May 4, 1999, including WFC.
Any thrift holding company formed after May 4, 1999, however, will be subject to


                                      -17-
<PAGE>

the same restrictions as multiple thrift holding companies,  which generally are
limited to activities  that are  considered  incidental to banking.  The GLB Act
authorizes a new "financial  holding  company,"  which can own banks and thrifts
and which is also  permitted  to engage in a variety  of  financial  activities,
including insurance and securities  underwriting and agency activities,  as long
as the depository  institutions it owns are well  capitalized,  well managed and
meet certain other tests.

         The GLB Act is not expected to have a material effect on the activities
in which WFC and Winton currently engage,  except to the extent that competition
with other  types of  financial  institutions  may  increase  as they  engage in
activities not permitted prior to enactment of the GLB Act.

Ohio Corporation Law

         Merger  Moratorium  Statute.  Chapter  1704 of the  Ohio  Revised  Code
regulates certain takeover bids affecting certain public corporations which have
significant  ties to Ohio. This statute  prohibits,  with some  exceptions,  any
merger,  combination or  consolidation  and any of certain other sales,  leases,
distributions,  dividends,  exchanges,  mortgages or  transfers  between an Ohio
corporation and any person who has the right to exercise,  alone or with others,
10%  or  more  of  the  voting  power  of  such   corporation   (an  "Interested
Shareholder"),  for three years  following  the date on which such person  first
becomes an Interested Shareholder. Such a business combination is permitted only
if, prior to the time such person first becomes an Interested  Shareholder,  the
Board of  Directors  of the issuing  corporation  has  approved  the purchase of
shares which resulted in such person first becoming an Interested Shareholder.

         After the initial three-year  moratorium,  such a business  combination
may not  occur  unless  (1) one of the  specified  exceptions  applies,  (2) the
holders of at least two-thirds of the voting shares,  and of at least a majority
of the  voting  shares not  beneficially  owned by the  Interested  Shareholder,
approve the business  combination at a meeting  called for such purpose,  or (3)
the business  combination  meets certain  statutory  criteria designed to ensure
that the  issuing  public  corporation's  remaining  shareholders  receive  fair
consideration for their shares.

         An Ohio corporation may, under certain circumstances,  "opt out" of the
statute by  specifically  providing  in its articles of  incorporation  that the
statute does not apply to any business combination of such corporation. However,
the statute  still  prohibits for twelve  months any business  combination  that
would have been  prohibited  but for the adoption of such an opt-out  amendment.
The  statute  also  provides  that it will  continue  to apply  to any  business
combination  between a person who became an Interested  Shareholder prior to the
adoption of such an amendment as if the amendment had not been adopted.  Neither
WFC nor Winton has opted out of the protection afforded by Chapter 1704.

         Control Share  Acquisition.  Section  1701.831 of the Ohio Revised Code
(the  "Control  Share   Acquisition   Statute")   requires  that,  with  certain
exceptions,  acquisitions  of  voting  securities  which  would  result  in  the
acquiring  shareholder  owning  20%,  33-1/3% or 50% of the  outstanding  voting
securities  of an Ohio  corporation  (a  "Control  Share  Acquisition")  must be
approved  in advance by the  holders of at least a majority  of the  outstanding
voting shares of such corporation  represented at a meeting at which a quorum is
present  and a  majority  of  the  portion  of  the  outstanding  voting  shares
represented at such a meeting excluding the voting shares owned by the acquiring
shareholder,  by certain  other  persons who acquire or transfer  voting  shares
after  public  announcement  of the  acquisition  or by certain  officers of the
corporation  or  directors  of  the   corporation   who  are  employees  of  the
corporation.  The Control Share  Acquisition  Statute was intended,  in part, to
protect shareholders of Ohio corporations from coercive tender offers.

         Takeover Bid Statute.  Ohio law provides that an offeror may not make a
tender  offer or request or  invitation  for  tenders  that would  result in the
offeror  beneficially  owning  more than ten  percent of any class of the target
company's equity securities  unless such offeror files certain  information with
the Ohio Division of Securities  (the  "Securities  Division") and provides such
information to the target  company and the offerees  within Ohio. The Securities
Division  may suspend  the  continuation  of the  control bid if the  Securities
Division  determines that the offeror's filed  information does not provide full
disclosure to the offerees of all material  information  concerning  the control
bid.  The statue  also  provides  that an  offeror  may not  acquire  any equity
security  of a  target  company  within  two  years  of the  offeror's  previous
acquisition  of any equity  security  of the same target  company  pursuant to a
control bid unless the Ohio  offerees  may sell such  security to the offeror on
substantially  the same terms as  provided  by the  previous  control  bid.  The
statute  does not apply to a  transaction  if either  the  offeror or the target
company is a savings  and loan  holding  company  and the  proposed  transaction
requires federal regulatory approval.



                                      -18-
<PAGE>

Ohio Savings and Loan Regulation

         The  Ohio   Superintendent   is  responsible  for  the  regulation  and
supervision of Ohio savings and loan associations in accordance with the laws of
the State of Ohio and imposes  assessments on Ohio  associations  based on their
asset  size to  cover  the  costs  of  supervision  and  examination.  Ohio  law
prescribes the  permissible  investments and activities of Ohio savings and loan
associations,  including the types of lending that such  associations may engage
in and the investments in real estate,  subsidiaries and corporate or government
securities that such  associations may make. The ability of Ohio associations to
engage in these  state-authorized  investments  and  activities  is  subject  to
oversight and approval by the FDIC, if such  investments  or activities  are not
permissible   for  a   federally-chartered   savings   association.   The   Ohio
Superintendent  also has  approval  authority  over any  mergers  involving,  or
acquisitions  of  control  of,  Ohio  savings  and loan  associations.  The Ohio
Superintendent may initiate certain  supervisory  measures or formal enforcement
actions against Ohio  associations.  Ultimately,  if the grounds provided by law
exist, the  Superintendent  may place an Ohio association in  conservatorship or
receivership.

         In  addition  to  being  governed  by the  laws  of  Ohio  specifically
governing  savings  and  loan  associations,  Winton  is also  governed  by Ohio
corporate  law,  to the  extent  such  law  does  not  conflict  with  the  laws
specifically governing savings and loan associations.

Office of Thrift SupervisionOffice of Thrift Supervision

         Regulatory Capital Requirements.  Winton is required by OTS regulations
to meet certain minimum capital  requirements.  The tangible capital requirement
requires savings  associations to maintain  "tangible  capital" of not less than
1.5% of  their  adjusted  total  assets.  Tangible  capital  is  defined  in OTS
regulations as core capital minus any intangible assets.

         "Core capital" is comprised of common  stockholders'  equity (including
retained earnings),  noncumulative preferred stock and related surplus, minority
interests in consolidated  subsidiaries,  certain  nonwithdrawable  accounts and
pledged  deposits  of  mutual  associations.  OTS  regulations  require  savings
associations  to maintain  core capital of at least 4% of their  adjusted  total
assets,  except  for  associations  with  the  highest  examination  rating  and
acceptable levels of risk.

         OTS regulations require that savings associations  maintain "risk-based
capital" in an amount not less than 8% of their risk-weighted assets. Risk-based
capital is defined as core  capital plus  certain  additional  items of capital,
which in the case of Winton  includes  a general  loan  loss  allowance  of $1.0
million  at  September  30,  2000.  The OTS may adjust  the  risk-based  capital
requirement  on an  individualized  basis  to take  into  account  risks  due to
concentrations of credit and non-traditional activities.

         The OTS has adopted  regulations  governing prompt corrective action to
resolve  the  problems  of capital  deficient  and  otherwise  troubled  savings
associations.   At  each  successively   lower  defined  capital  category,   an
association  is subject  to more  restrictive  and more  numerous  mandatory  or
discretionary  regulatory actions or limits, and the OTS has less flexibility in
determining how to resolve the problems of the institution. In addition, the OTS
generally can downgrade an association's  capital category,  notwithstanding its
capital level, if, after notice and opportunity for hearing,  the association is
deemed to be  engaging  in an  unsafe or  unsound  practice  because  it has not
corrected  deficiencies  that resulted in it receiving a less than  satisfactory
examination  rating on matters  other  than  capital or it is deemed to be in an
unsafe or unsound  condition.  Winton's  capital at September 30, 2000,  met the
standards for the highest category, a "well-capitalized" institution.

         Liquidity.  OTS regulations require that a savings association maintain
a minimum daily balance of liquid assets (such as cash,  certain time  deposits,
bankers'  acceptances and specified United States  government,  state or federal
agency obligations) of not less than 4% of its net withdrawable savings deposits
plus borrowings  payable in one year or less computed as of the end of the prior
quarter or based on the average daily balance during the prior quarter. Monetary
penalties  may be imposed  upon  associations  failing  to meet these  liquidity
requirements.  The  eligible  liquidity of Winton at  September  30,  2000,  was
approximately  $34.1  million,  or  13.1%,  and  exceeded  the  applicable  4.0%
percentage liquidity requirement by approximately $23.7 million.

         Qualified Thrift Lender Test. Savings associations must meet one of two
tests in order to be a qualified thrift lender ("QTL").  The first test requires
a savings  association  to maintain a specified  level of  investments in assets
that are designated as qualifying thrift investments ("QTIs").  Generally,  QTIs


                                      -19-
<PAGE>

are assets related to domestic  residential real estate and manufactured housing
and include  credit card,  student and small  business loans and stock issued by
any FHLB,  the FHLMC or the FNMA.  Under the QTL test,  65% of an  institution's
"portfolio assets" (total assets less goodwill and other  intangibles,  property
used to conduct  business  and 20% of liquid  assets)  must  consist of QTI on a
monthly average basis in nine out of every 12 months.  The second test permits a
savings  association  to qualify as a QTL by meeting the definition of "domestic
building  and loan  association"  under the Internal  Revenue  Code of 1986,  as
amended (the "Code").  In order for an  institution  to meet the definition of a
"domestic  building and loan  association"  under the Code, at least 60% of such
institution's assets must consist of specified types of property, including cash
loans  secured by  residential  real estate or deposits,  educational  loans and
certain governmental obligations.  The OTS may grant exceptions to the QTL tests
under certain  circumstances.  If a savings association fails to meet one of the
QTL tests,  the  association  and its holding  company become subject to certain
operating and regulatory restrictions.  A savings association that fails to meet
one of the QTL tests will not be eligible  for new FHLB  advances.  At September
30, 2000, Winton qualified as a QTL.

         Lending Limit.  OTS regulations  generally  limit the aggregate  amount
that a savings association can lend to one borrower to an amount equal to 15% of
the association's  Lending Limit Capital. A savings  association may lend to one
borrower an  additional  amount not to exceed 10% of the  association's  Lending
Limit  Capital,  if the  additional  amount is fully secured by certain forms of
"readily  marketable   collateral."  Real  estate  is  not  considered  "readily
marketable  collateral."  Certain  types of loans are not subject to the lending
limit. A general  exception to the 15% limit  provides that an  association  may
lend to one borrower up to $500,000,  for any purpose.  In applying the limit on
loans to one borrower,  the  regulations  require that loans to certain  related
borrowers be aggregated.  At September 30, 2000,  Winton was in compliance  with
this lending limit.

         Transactions with Insiders and Affiliates. Loans to executive officers,
directors and principal shareholders and their related interests must conform to
the  lending  limit on loans to one  borrower,  and the  total of such  loans to
executive  officers,   directors,   principal  shareholders  and  their  related
interests  cannot  exceed the  association's  Lending  Limit Capital (or 200% of
Lending Limit Capital for qualifying institutions with less than $100 million in
deposits).   Most  loans  to   directors,   executive   officers  and  principal
shareholders  must be approved  in advance by a majority of the  "disinterested"
members of the board of  directors  of the  association,  with any  "interested"
director  not  participating.  All loans to  directors,  executive  officers and
principal  shareholders must be made on terms  substantially the same as offered
in  comparable  transactions  with  the  general  public  or as  offered  to all
employees in a company-wide benefit program, and loans to executive officers are
subject  to  additional   limitations.   Winton  was  in  compliance  with  such
restrictions at September 30, 2000.

         All transactions between savings associations and their affiliates must
comply with  Sections  23A and 23B of the Federal  Reserve Act (the  "FRA").  An
affiliate of a savings  association is any company or entity that  controls,  is
controlled by or is under common control with the savings association. WFC is an
affiliate  of Winton.  Generally,  Sections 23A and 23B of the FRA (i) limit the
extent to which a savings association or its subsidiaries may engage in "covered
transactions"  with  any  one  affiliate  to an  amount  equal  to 10%  of  such
institution's  capital  stock and surplus,  (ii) limit the aggregate of all such
transactions with all affiliates to an amount equal to 20% of such capital stock
and  surplus,  and  (iii)  require  that  all  such  transactions  be  on  terms
substantially  the same, or at least as favorable to the  association,  as those
provided in transactions  with a non-affiliate.  The term "covered  transaction"
includes the making of loans,  purchasing of assets, issuance of a guarantee and
other similar types of  transactions.  In addition to the limits in Sections 23A
and 23B,  a  savings  association  may not make any loan or other  extension  of
credit to an  affiliate  unless  the  affiliate  is engaged  only in  activities
permissible  for a bank  holding  company  and may not  purchase  or  invest  in
securities  of any  affiliate  except  shares  of a  subsidiary.  Winton  was in
compliance with these requirements and restrictions at September 30, 2000.

         Limitations  on  Capital   Distributions.   The  OTS  imposes   various
restrictions  or  requirements  on the ability of  associations  to make capital
distributions.  Capital distributions include,  without limitation,  payments of
cash dividends,  repurchases and certain other acquisitions by an association of
its shares and payments to stockholders of another association in an acquisition
of such other association.

         An  application  must be submitted  and  approval  from the OTS must be
obtained  by a  subsidiary  of a savings  and loan  holding  company  (i) if the
proposed  distribution would cause total  distributions for the calendar year to
exceed net income for that year to date plus the savings association's  retained
net income for that year to date plus the retained net income for the  preceding
two  years;  (ii) if the  savings  association  will not be at least  adequately
capitalized   following  the  capital   distribution;   (iii)  if  the  proposed
distribution  would violate a prohibition  contained in any applicable  statute,
regulation  or  agreement  between the savings  association  and the OTS (or the
FDIC),  or  violate  a  condition  imposed  on  the  savings  association  in an
OTS-approved  application or notice.  If a savings  association  subsidiary of a
holding  company is not required to file an  application,  it must file a 30-day
notice of the proposed capital distribution with the OTS.



                                      -20-
<PAGE>

         Holding  Company  Regulation.  As a savings  and loan  holding  company
within the meaning of the HOLA, WFC has  registered  with the OTS and is subject
to OTS regulations, examination, supervision and reporting requirements.

         The HOLA  generally  prohibits a savings and loan holding  company from
controlling any other savings  association or savings and loan holding  company,
without prior  approval of the OTS, or from  acquiring or retaining more than 5%
of the voting shares of a savings association or holding company thereof,  which
is not a  subsidiary.  Under certain  circumstances,  a savings and loan holding
company is permitted to acquire,  with the approval of the OTS, up to 15% of the
previously unissued voting shares of an undercapitalized savings association for
cash without  such savings  association  being deemed to be  controlled  by WFC.
Except  with the prior  approval of the OTS, no director or officer of a savings
and loan holding  company or person owning or  controlling by proxy or otherwise
more than 25% of such holding  company's  stock may also acquire  control of any
savings institution,  other than a subsidiary institution,  or any other savings
and loan holding company.

         As a unitary  savings and loan  holding  company in existence on May 4,
1999, WFC generally has no restrictions on its activities. If the OTS determines
that there is reasonable cause to believe that the continuation by a savings and
loan holding company of an activity  constitutes a serious risk to the financial
safety,  soundness or stability of its subsidiary savings association,  however,
the OTS may impose such  restrictions as deemed  necessary to address such risk,
including  limiting (i) payment of dividends  by the savings  association,  (ii)
transactions  between the savings association and its affiliates,  and (iii) any
activities of the savings  association that might create a serious risk that the
liabilities of WFC and its affiliates may be imposed on the savings association.
Notwithstanding  the foregoing rules as to permissible  business activities of a
unitary savings and loan holding company, if the savings association  subsidiary
of a holding  company fails to meet the QTL test,  then such unitary savings and
loan  holding  company  would  become  subject  to the  activities  restrictions
applicable to multiple holding companies.  At September 30, 2000, Winton met the
QTL test.

         Federal  Regulation of  Acquisitions  of Control of WFC and Winton.  In
addition  to the Ohio law  limitations  on the  merger and  acquisition  of WFC,
federal  limitations  generally require  regulatory  approval of acquisitions at
specified  levels.  Under  pertinent  federal  law and  regulations,  no person,
directly or indirectly, or acting in concert with others, may acquire control of
Winton or WFC without 60 days' prior  notice to the OTS.  "Control" is generally
defined as having more than 25% ownership or voting power; however, ownership or
voting power of more than 10% may be deemed  "control" if certain factors are in
place. If the  acquisition of control is by a company,  the acquiror must obtain
approval, rather than give notice, of the acquisition.

Federal Deposit Insurance Corporation

         Deposit Insurance and Assessments.  The FDIC is an independent  federal
agency  that  insures  the  deposits,  up to  prescribed  statutory  limits,  of
federally  insured banks and savings and loan  associations  and  safeguards the
safety and  soundness of the banking and savings and loan  industries.  The FDIC
administers two separate  insurance  funds,  the Bank Insurance Fund ("BIF") for
commercial banks and state savings banks and the SAIF for savings  associations.
Winton is a member of the SAIF and its deposit  accounts are insured by the FDIC
up to the prescribed limits. The FDIC has examination authority over all insured
depository  institutions,  including  Winton,  and  has  authority  to  initiate
enforcement actions against  federally-insured  savings associations if the FDIC
does not believe the OTS has taken  appropriate  action to safeguard  safety and
soundness and the deposit insurance fund.

         The FDIC is required to maintain  designated  levels of reserves in the
SAIF and in the BIF. The FDIC may increase  assessment  rates for either fund if
necessary  to restore the fund's  ratio of  reserves to insured  deposits to its
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 this system, assessments vary based on the risk
the  institution  poses  to its  deposit  insurance  fund.  The  risk  level  is
determined  based on the  institution's  capital  level and the FDIC's  level of
supervisory concern about the institution.

         State-Chartered  Association Activities. The ability of state-chartered
associations  to  engage  in  any   state-authorized   activities  or  make  any
state-authorized  investments  is  limited  if such  activity  is  conducted  or
investment is made in a manner  different than that permitted for, or subject to
different  terms and  conditions  than those  imposed  on,  federally  chartered


                                      -21-
<PAGE>

savings associations. Engaging as a principal in any such activity or investment
not  permissible  for a federal  association is subject to approval by the FDIC.
Such approval will not be granted unless certain  capital  requirements  are met
and there is not a significant  risk to the FDIC insurance fund. All of Winton's
activities and investments at September 30, 1999, were permissible for a federal
association.

FRB Reserve Requirements

         FRB regulations require savings associations to maintain reserves of 3%
of net  transaction  accounts  (primarily  NOW  accounts)  up to  $44.3  million
(subject to an exemption of up to $5.0 million),  and of 10% of net  transaction
accounts  in  excess of $44.3  million.  At  September  30,  2000,Winton  was in
compliance with the present reserve  requirements and the  requirements  then in
effect.

Federal Home Loan Banks

         The FHLBs  provide  credit to their  members  in the form of  advances.
Winton is a member of the FHLB of Cincinnati  and must maintain an investment in
the capital stock of the FHLB of Cincinnati in an amount equal to the greater of
1.0% of the  aggregate  outstanding  principal  amount of  Winton's  residential
mortgage loans, home purchase contracts and similar obligations at the beginning
of each year, or 5% of its advances from the FHLB of  Cincinnati.  Winton was in
compliance  with this  requirement  with an  investment  in stock of the FHLB of
Cincinnati of $6.9 million at September 30, 2000.

         Upon the  origination  or  renewal  of a loan or  advance,  the FHLB is
required by law to obtain and maintain a security  interest in collateral in one
or more specified categories.

         The FHLB is required to establish standards of community  investment or
service  that its  members  must  maintain  for  continued  access to  long-term
advances.  The  standards  take into  account a member's  performance  under the
Community  Reinvestment Act and its record of lending to first-time home buyers.
All  long-term  advances  by the FHLB  must be made  only to  provide  funds for
residential housing finance.


                                    TAXATION

Federal Taxation

         WFC and Winton are each subject to the federal tax laws and regulations
which apply to  corporations  generally.  In addition to the regular income tax,
WFC and Winton may be subject to an  alternative  minimum  tax.  An  alternative
minimum  tax is imposed  at a minimum  tax rate of 20% on  "alternative  minimum
taxable  income" (which is the sum of a  corporation's  regular  taxable income,
with  certain  adjustments,  and  tax  preference  items),  less  any  available
exemption.  Such tax  preference  items include  interest on certain  tax-exempt
bonds  issued after  August 7, 1986.  In addition,  75% of the amount by which a
corporation's  "adjusted  current  earnings"  exceeds  its  alternative  minimum
taxable  income  computed  without regard to this  preference  item and prior to
reduction by net operating  losses,  is included in alternative  minimum taxable
income. Net operating losses can offset no more than 90% of alternative  minimum
taxable income. The alternative  minimum tax is imposed to the extent it exceeds
the corporation's regular income tax. Payments of alternative minimum tax may be
used as credits against regular tax  liabilities in future years.  However,  the
Taxpayer  Relief Act of 1997  repealed the  alternative  minimum tax for certain
"small  corporations"  for tax  years  beginning  after  December  31,  1997.  A
corporation  initially  qualifies as a small corporation if it had average gross
receipts of $5,000,000 or less for the three tax years ending with its first tax
year beginning  after  December 31, 1996.  Once a corporation is recognized as a
small  corporation,  it will continue to be exempt from the alternative  minimum
tax for as long as its average gross  receipts for the prior  three-year  period
does  not  exceed  $7,500,000.  In  determining  if  a  corporation  meets  this
requirement,  the first year that it achieved  small  corporation  status is not
taken into consideration.

         Winton's  average  gross  receipts  for the three  tax years  ending on
September 30, 2000, is $35.2 million and as a result, Winton does not qualify as
a small corporation exempt from the alternative minimum tax.

         Prior to the enactment of the Small  Business Jobs  Protection Act (the
"Act"),   which  was  signed  into  law  on  August  21,  1996,  certain  thrift
institutions,  such as  Winton,  were  allowed  deductions  for bad debts  under
methods more favorable than those granted to other  taxpayers.  Qualified thrift


                                      -22-
<PAGE>

institutions  could compute  deductions  for bad debts using either the specific
charge-off  method of Section 166 of the Code or one of two  reserve  methods of
Section  593 of the Code.  The  reserve  methods  under  Section 593 of the Code
permitted  a thrift  institution  annually  to elect to deduct  bad debts  under
either (i) the "percentage of taxable  income" method  applicable only to thrift
institutions,  or (ii) the "experience"  method that also was available to small
banks.  Under the "percentage of taxable income"  method,  a thrift  institution
generally  was allowed a deduction for an addition to its bad debt reserve equal
to 8% of its taxable  income  (determined  without  regard to this deduction and
with  additional   adjustments).   Under  the  "experience"   method,  a  thrift
institution  was  generally  allowed a deduction for an addition to its bad debt
reserve  equal to the  greater  of (i) an  amount  based on its  actual  average
experience for losses in the current and five preceding  taxable years,  or (ii)
an amount necessary to restore the reserve to its balance as of the close of the
base year. A thrift  institution  could elect  annually to compute its allowable
addition to bad debt reserves for  qualifying  loans either under the experience
method or the percentage of taxable income method. For tax years 1995, 1994, and
1993, Winton used the percentage of taxable income method.

         The  Act   eliminated  the  percentage  of  taxable  income  method  of
accounting  for bad debts by thrift  institutions,  effective  for taxable years
beginning after 1995.  Thrift  institutions  that are treated as small banks are
allowed to utilize the experience method applicable to such institutions,  while
thrift institutions that are treated as large banks are required to use only the
specific charge off method.

         A thrift  institution  required  to  change  its  method  of  computing
reserves  for bad debt will  treat  such  change  as a change  in the  method of
accounting,  initiated  by the taxpayer and having been made with the consent of
the  Secretary of the  Treasury.  Section  481(a) of the Code  requires  certain
amounts to be recaptured with respect to such change.  Generally, the amounts to
be recaptured will be determined  solely with respect to the "applicable  excess
reserves" of the taxpayer.  The amount of the applicable excess reserves will be
taken into account  ratably over a six-taxable  year period,  beginning with the
first  taxable  year  beginning  after  1995,  subject to the  residential  loan
requirement described below. In the case of a thrift institution that is treated
as a large bank,  the amount of the  institution's  applicable  excess  reserves
generally  is the  excess  of (i) the  balances  of its  reserve  for  losses on
qualifying real property loans (generally loans secured by improved real estate)
and its reserve for losses on nonqualifying  loans (all other types of loans) as
of the close of its last taxable year  beginning  before  January 1, 1996,  over
(ii) the  balances  of such  reserves as of the close of its last  taxable  year
beginning before January 1, 1988 (i.e., the "pre-1988 reserves"). In the case of
a thrift institution that is treated as a small bank, like Winton, the amount of
the institution's  applicable excess reserves generally is the excess of (i) the
balances of its reserve for losses on  qualifying  real  property  loans and its
reserve for losses on  nonqualifying  loans as of the close of its last  taxable
year beginning  before January 1, 1996,  over (ii) the greater of the balance of
(a) its pre-1988  reserves or (b) what the thrift's  reserves would have been at
the close of its last year  beginning  before  January 1,  1996,  had the thrift
always used the experience method.

         For  taxable  years that begin  after  December  31,  1995,  and before
January 1, 1998, if a thrift meets the  residential  loan  requirement for a tax
year, the recapture of the applicable excess reserves  otherwise  required to be
taken into  account as a Code  Section  481(a)  adjustment  for the year will be
suspended. A thrift meets the residential loan requirement if, for the tax year,
the principal amount of residential  loans made by the thrift during the year is
not less than its base amount. The "base amount" generally is the average of the
principal  amounts of the  residential  loans made by the thrift  during the six
most recent tax years beginning  before January 1, 1996. A residential loan is a
loan as  described  in Section  7701(a)(19)(C)(v)  (generally  a loan secured by
residential or church property and certain mobile homes), but only to the extent
that the loan is made to the owner of the property.

         The balance of the pre-1988  reserves is subject to the  provisions  of
Section 593(e),  as modified by the Act, which require  recapture in the case of
certain excessive  distributions to shareholders.  The pre-1988 reserves may not
be  utilized  for  payment  of  cash  dividends  or  other  distributions  to  a
shareholder  (including  distributions in dissolution or liquidation) or for any
other  purpose  (except  to  absorb  bad debt  losses).  Distribution  of a cash
dividend by a thrift institution to a shareholder is treated as made: first, out
of the institution's post-1951 accumulated earnings and profits;  second, out of
the pre-1988  reserves;  and third, out of such other accounts as may be proper.
To the extent a distribution by Winton to WFC is deemed paid out of its pre-1988
reserves under these rules, the pre-1988 reserves would be reduced and the gross
income of Winton for tax purposes  would be increased by the amount which,  when
reduced by the income tax, if any,  attributable to the inclusion of such amount
in its gross income, equals the amount deemed paid out of the pre-1988 reserves.
As of  September  30,  1999,  the  pre-1988  reserves of Winton for tax purposes
totaled  approximately $1.3 million.  Winton believes it had approximately $25.7
million of accumulated earnings and profits for tax purposes as of September 30,
2000, which would be available for dividend  distributions,  provided regulatory
restrictions  applicable to the payment of dividends are met. No  representation
can be made as to whether Winton will have current or  accumulated  earnings and
profits in subsequent years.



                                      -23-
<PAGE>

         The tax returns of Winton  have been  audited or closed  without  audit
through fiscal year 1996. In the opinion of management,  any examination of open
returns  would not result in a  deficiency  which could have a material  adverse
effect on the financial condition of Winton.

Ohio Taxation

         WFC is subject to the Ohio corporation franchise tax, which, as applied
to WFC, is a tax  measured  by both net  earnings  and net worth.  For tax years
beginning after December 31, 1998, the rate of tax is the greater of (i) 5.1% on
the first  $50,000 of computed  Ohio  taxable  income and 8.5% of computed  Ohio
taxable income in excess of $50,000 or (ii) .400% times taxable net worth.

         In computing its tax under the net worth  method,  WFC may exclude 100%
of its  investment in the capital  stock of Winton,  as reflected on the balance
sheet of WFC in computing  its taxable net worth as long as it owns at least 25%
of the issued and  outstanding  capital stock of Winton.  The calculation of the
exclusion from net worth is based on the ratio of the excludable investment (net
of any  appreciation  or goodwill  included in such  investment) to total assets
multiplied  by the net  value of the  stock.  As a holding  company,  WFC may be
entitled to various other deductions in computing taxable net worth that are not
generally available to operating companies.

         A special litter tax is also applicable to all corporations,  including
WFC,  subject  to the Ohio  corporation  franchise  tax  other  than  "financial
institutions."  If the franchise tax is paid on the net income basis, the litter
tax is equal to .11% of the first  $50,000 of computed  Ohio taxable  income and
 .22% of computed Ohio taxable income in excess of $50,000.  If the franchise tax
is paid on the net worth basis,  the litter tax is equal to .014% times  taxable
net worth.

         Winton is a "financial  institution" for State of Ohio tax purposes. As
such,  it  is  subject  to  the  Ohio  corporate  franchise  tax  on  "financial
institutions,"  which is imposed  annually at a rate of 1.3% of the taxable book
net worth of Winton determined in accordance with generally accepted  accounting
principles. As a "financial institution," Winton is not subject to any tax based
upon net income or net profits imposed by the State of Ohio.


























                                      -24-
<PAGE>

Item 2.          Description of Property

        The  following  table sets forth  certain  information  at September 30,
2000,  regarding the  properties on which the main office and each branch office
of Winton is located:
<TABLE>
<CAPTION>

                                  Owned                       Date              Square                 Net
Location                          or leased                 acquired            footage          book value (1)
--------                          ---------                 --------            -------          ----------
                                                                                                 (In thousands)
<S>                                   <C>                     <C>                <C>                  <C>
Main office:

5511 Cheviot Road                 owned/leased (2)            1967               8,600               $1,152
Cincinnati, Ohio  45247

Branch offices:

101 W. Central Pkwy               owned                       1973               3,613                  126
Cincinnati, Ohio  45202

4517 Vine Street
Cincinnati, Ohio  45217           owned                       1932               2,600                   84

10575 Harrison Avenue
Harrison, Ohio  45030             owned                       1981               4,800                  559

7014 Vine Street
Cincinnati, Ohio  45216           owned                       1897               3,200                  109

8670 Winton Road                  owned                       1993               5,062                  359
Cincinnati, Ohio 45231

9409 Montgomery Road              leased                      N/A                2,530                    -
Cincinnati, Ohio 45242

Lending office:

3301 Westbourne Dr.               leased                      N/A                1,475                    -
Cincinnati, Ohio 45248
</TABLE>

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

(1)      Net book value amounts are for land, building and improvements.

(2)      In January  1990,  Winton  entered into a lease  agreement  pursuant to
         which it leases a building  containing  approximately 3,750 square feet
         adjacent to Winton's main office on Cheviot  Road.  The initial term of
         the lease was three years,  renewable for seven  successive  three year
         periods.  Winton has the right to purchase the building during the term
         of the lease.  In January 1999 the lease was renewed for an  additional
         three year period.


        Winton  also  owns  furniture,  fixtures  and  various  bookkeeping  and
accounting  equipment.  The net book  value of  Winton's  investment  in  office
premises and equipment totaled $3.4 million at September 30, 2000.

Item 3.          Legal Proceedings

        On November 1, 2000,  Winton settled a class action  complaint which had
been filed against Winton on September 28, 1998, in the Court of Common Pleas of
Hamilton  County Ohio. The case was styled Spencer v. Winton Savings & Loan Co.,
et al.,  Case # A9805495 and alleged that Winton had violated  Ohio Revised Code
ss. 5301.36 by failing to record mortgage  satisfactions within 90 days from the
date of satisfaction.



                                      -25-
<PAGE>

        As a result of a  settlement  agreement,  Winton has paid  $1,000 to the
named  plaintiff in the class action and will pay $125 and issue a $50 coupon to
125 class  members.  In addition,  Winton will pay $36,250 to cover  plaintiffs'
counsel costs and fees.

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

        There were no matters  submitted  to a vote of the  shareholders  of WFC
during the last quarter of fiscal year ended September 30, 2000.


                                     PART II

Item 5.          Market for Common Equity and Related Stockholder Matters

        The  information  contained  in those  portions of the Annual  Report to
Shareholders for the fiscal year ended September 30, 2000 (the "Annual Report"),
which are  included  in Exhibit 13 hereto  under the  caption  "MARKET  PRICE OF
WINTON  FINANCIAL'S  COMMON  SHARES AND  RELATED  SECURITY  HOLDER  MATTERS"  is
incorporated herein by reference.

Item 6.          Management's Discussion and Analysis or Plan of Operation

        The  information  contained  in  those  portions  of the  Annual  Report
included in Exhibit 13 hereto  under the caption  "MANAGEMENT'S  DISCUSSION  AND
ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF  OPERATIONS"  is  incorporated
herein by reference.

Item 7.          Consolidated Financial Statements

        The Consolidated Financial Statements contained in those portions of the
Annual  Report  included  in  Exhibit  13  hereto  are  incorporated  herein  by
reference.

Item 7a.         Quantitative and Qualitative Disclosures About Market Risk

        This  information  in those  portions of the Annual  Report  included in
Exhibit 13 hereto under the captions  "AVERAGE  BALANCE,  YIELD, RATE AND VOLUME
DATA" "ASSET AND LIABILITY MANAGEMENT" is incorporated herein by reference.

Item 8.          Changes in and Disagreements with Accountants on Accounting and
                 Financial Disclosure

        Not applicable.


                                    PART III

Item 9.          Directors,  Executive Officers, Promoters  and Control Persons;
                 Compliance  with Section  16(a) of the Exchange Act

        The information contained in the definitive Proxy Statement for the 2001
Annual  Meeting of  Shareholders  of Winton  Financial  Corporation  (the "Proxy
Statement"),  which is included in Exhibit 20 hereto,  under the captions "BOARD
OF  DIRECTORS,"  "EXECUTIVE  OFFICERS" and "VOTING  SECURITIES  AND OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" is incorporated herein by reference.

Item 10.         Executive Compensation

        The information  contained in the Proxy Statement,  which is included in
Exhibit 20 hereto,  under the caption  "COMPENSATION  OF EXECUTIVE  OFFICERS AND
DIRECTORS" is incorporated herein by reference.




                                      -26-
<PAGE>

Item 11.         Security Ownership of Certain Beneficial Owners and Management

        The information  contained in the Proxy Statement,  which is included in
Exhibit 20 hereto, under the caption "VOTING SECURITIES AND OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT" is incorporated herein by reference.

Item 12.         Certain Relationships and Related Transactions

        Not applicable

Item 13.         Exhibits and Reports on Form 8-K

                 (a)     Exhibits

                         Item 3        Amended  Articles  of  Incorporation  and
                                       Code of Regulations

                         Item 10       Material Contracts

                         Item 13       Portions  of  the  2000  Annual Report to
                                       Shareholders

                         Item 20       Proxy   Statement  for  2001  Meeting  of
                                       Shareholders

                         Item 21       Subsidiaries of the Registrant

                         Item 23       Consent of  Grant  Thornton LLP regarding
                                       WFC's  Consolidated  Financial Statements
                                       and Forms S-8 for WFC's 1988 Stock Option
                                       Plan, 1999 Stock  Option  Plan and 401(k)
                                       Profit Sharing Plan

                         Item 27       Financial Data Schedule

                         Item 99.1     Safe Harbor Under the  Private Securities
                                       Litigation Reform Act of 1995

                         Item          99.2  Form  5500 for  fiscal  year  ended
                                       September   30,  1999,   for  the  Winton
                                       Savings  &  Loan  Company  401(k)  Profit
                                       Sharing Plan


                 (b)     No  current  report on Form 8-K was filed by WFC during
                         the last  quarter  of the fiscal  year  covered by this
                         Report.



















                                      -27-
<PAGE>
                                  SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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 on December 15, 2000.

                                              WINTON FINANCIAL CORPORATION


                                              By  /s/ Robert L. Bollin
                                                  --------------------------
                                                  Robert L. Bollin,
                                                  President, Chief Executive
                                                  Officer and a Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been duly signed below by the following  persons on behalf of the registrant
and in the capacities and on the dates indicated.


By /s/ Jill M. Burke                           By /s/ Thomas H. Humes
   ----------------------------                   ----------------------------
    Jill M. Burke,                                Thomas H. Humes,
    Principal Financial Officer                   Director
    and Principal Accounting
    Officer

Date: December 15, 2000                        Date: December 15, 2000



By /s/ Robert E. Hoeweler                      By /s/ William J. Parchman
   ----------------------------                  ----------------------------
    Robert E. Hoeweler,                           William J. Parchman,
    Director                                      Director

Date: December 15, 2000                        Date: December 15, 2000



By /s/ Timothy M. Mooney                       By /s/ J. Clay Stinnett
   ----------------------------                   ----------------------------
    Timothy M. Mooney,                            J. Clay Stinnett,
    Director                                      Director

Date: December 15, 2000                        Date: December 15, 2000



By /s/ Henry L. Schulhoff
   ----------------------------
    Henry L. Schulhoff,
    Director

Date: December 15, 2000







                                      -28-
<PAGE>


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

EXHIBIT
NUMBER           DESCRIPTION

<S>                                <C>                                                         <C>
   3.1          Articles of Incorporation, as amended through February 1,    Incorporated by reference to the Current
                1995, of Winton Financial Corporation                        Report on Form 8-K dated June 21, 1995 and
                                                                             filed by WFC (the "8-K") with the
                                                                             Securities and Exchange Commission (the
                                                                             "SEC"), Exhibit 4a

   3.2          Regulations of Winton Financial Corporation                  Incorporated by reference to the current
                                                                             annual report on the 8-K filed by WFC with
                                                                             the SEC, Exhibit 4b


   10.1         The Winton Savings and Loan Co. Employee                     Incorporated by reference to the Form  S-4
                Stock Ownership Plan                                         Registration Statement filed by WFC with
                                                                             the SEC on November 30, 1989 (the "1989
                                                                             Form S-4")

   10.2         Amendment No. 1 to the Winton Savings and                    Incorporated by reference to the Annual
                Loan Co. Employee Stock Ownership Plan                       Report on Form 10-K for the fiscal year
                                                                             ended September 30, 1998, filed by WFC
                                                                             with the SEC on December 23, 1998 (the
                                                                             "1998 10-K"), Exhibit 10.2

   10.3         Amendment No. 2 to The Winton Savings and                    Incorporated by reference to the 1998 10-K,
                Loan Co. Employee Stock Ownership Plan                       Exhibit 10.3

   10.4         The Winton Savings and Loan Co. 1988                         Incorporated by reference to the definitive
                Employee Stock Option and Incentive Plan                     Proxy Statement for the 1995 Annual Meeting
                                                                             of Shareholders filed by WFC with the SEC
                                                                             on January 6, 1995

   10.5        The Winton Financial Corporation 1999 Stock Option and        Incorporated by reference to the definitive
               Incentive Plan                                                Proxy Statement for the 1999 Annual Meeting
                                                                             of Shareholders filed by WFC with the SEC
                                                                             on December 18, 1998

   10.6        Employment Agreement between WFC, Winton and Robert L.        Incorporated by reference to Quarterly
               Bollin, dated January 6, 2000                                 Report on Form 10-Q for the quarter ended
                                                                             December 31, 1999, filed by WFC with the
                                                                             SEC in March 2000 (the "3/00 10-Q"),
                                                                             Exhibit 10.1

   10.7        Employment Agreement between WFC, Winton and Gregory J.       Incorporated by reference to the 3/00 10-Q,
               Bollin, dated January 6, 2000                                 Exhibit 10.2

   10.8        Employment Agreement between WFC and Jill M. Burke, dated     Incorporated by reference to the 3/00 10-Q,
               January 6, 2000                                               Exhibit 10.3

   13          Portions of the Winton Financial Corporation 2000 Annual
               Report to Shareholders


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<PAGE>


   20          Proxy Statement for the 2000 Annual Meeting of Shareholders
               of Winton Financial Corporation

   21          Subsidiaries of the Registrant                                Incorporated by reference to the Annual
                                                                             Report on Form 10-KSB for the fiscal year
                                                                             ended September 30, 1996, filed by WFC with
                                                                             the SEC on December 24, 1996, Exhibit 21
   23.1         Consent of Grant Thornton LLP regarding WFC's Consolidated
                Financial Statements and Forms S-8 for WFC's 1988 Stock
                Option Plan, 1999 Stock Option Plan and 401(k) Profit
                Sharing Plan

   27          Financial Data Schedule

   99.1        Safe Harbor Under the Private Securities Litigation
               Reform Act of 1995

   99.2        Form 5500 for fiscal year ended September 30, 1999, for the
               Winton Savings & Loan Company 401(k) Plan
</TABLE>




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