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, 1998
                                                       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:  $29.3 million

Based upon the last sale  price  quoted by The  American  Stock  Exchange  as of
December  10,  1998,  the  aggregate  market  value of the voting  stock held by
non-affiliates of the Registrant, on that date was $35.3 million.

At December 3, 1998,  there were  4,015,304 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, 1998, in
                           Exhibit 13. 
Part III of Form 10-KSB:   Proxy Statement for 1999 Annual Meeting of
                           Shareholders in Exhibit 20.






<PAGE>


                                     PART I

Item 1.          Description of Business

General

     Winton   Financial   Corporation   ("WFC")  was  incorporated  as  an  Ohio
corporation  in 1989 and, in 1990,  acquired  all of the issued and  outstanding
common shares of The Winton Savings and Loan Co. ("Winton"),  a savings and loan
association incorporated under the laws of the State of Ohio, in connection with
the holding  company  reorganization  of Winton.  As a unitary  savings and loan
holding  company,  WFC,  through  Winton,  is  engaged in the  savings  and loan
business.

     On January 5, 1996,  Blue Chip Savings Bank ("Blue  Chip")  merged with and
into Winton (the  "Merger").  As a result of the Merger,  Winton  acquired $33.9
million in assets,  $27.3 million in deposits and a downtown  Cincinnati branch.
The Merger was accounted for as a pooling of interests.

     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 its five  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.  In August  1998,
Winton opened its first loan production office, located in Western Hills.

     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 a savings and loan association
incorporated  under  the  laws of the  State  of  Ohio,  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 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 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. Such risks and uncertainties could cause actual results to
differ  materially from historical  earnings and those presently  anticipated or
projected.  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
publicly   revise  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.


                                       2
<PAGE>
Lending Activities

     General.   Winton's  principal  lending  activity  is  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, as well as loans  secured by  nonresidential  properties  and loans
secured by multifamily properties, including construction and permanent mortgage
loans on condominiums  and multi-unit  properties.  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.  Loans
secured by nonresidential  properties,  including retail, office and other types
of  business  facilities,   are  also  originated  by  Winton.  In  addition  to
residential and nonresidential  real estate lending,  Winton originates consumer
loans, including passbook, automobile,  secured, unsecured, home improvement and
home equity line of credit loans.

     Winton maintains a portfolio of mortgage-backed  pass-through securities in
the form of Federal Home Loan Mortgage Corporation  ("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.   See   "Mortgage-Backed
Securities."

     Winton's  portfolio  of  loans,  loans  held for  sale and  mortgage-backed
securities totaled approximately $318.3 million, in the aggregate,  at September
30, 1998, and represented 90% of total assets.

     Loan and Mortgage-Backed  Securities Maturity Schedule. The following table
sets forth certain  information,  as of September 30, 1998, regarding the dollar
amount of loans and  mortgage-backed  securities  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 in      Due in      Due in    5 years after   10 years after     Due over
                                 1999        2000        2001         9/30/98         9/30/98        10 years      Totals
                                                                      (In thousands)
<S>                               <C>         <C>         <C>           <C>              <C>            <C>           <C>
Mortgage loans (1):
     One- to-four family
        residential (2)(3)      $13,806     $   456     $  703          $1,979         $10,690        $114,154     $141,788
     Multifamily residential      1,357           3        595           3,505          10,889          59,093       75,442
     Land and lot                 3,495         122      1,170             681             197             276        5,941
     Nonresidential                 329         166        502           1,259          14,274          38,251       54,781
     Construction                27,187       2,100          -               -               -               -       29,287
Mortgage-backed securities -
   held to maturity                   -           -          2               7              12          12,397       12,418
Mortgage-backed securities -
   available for sale                 -           -          -               -               -             565          565

Nonmortgage loans:
     Consumer and other
       loans (4)                  5,170         358        767           1,616             214              51        8,176
                                 ------       -----      -----           -----          ------        --------      -------
Total loans and
   mortgage-backed securities   $51,344      $3,205     $3,739          $9,047         $36,276        $224,787     $333,278
                                 ======       =====      =====           =====          ======         =======      =======
</TABLE>

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

(1)  Includes  second  mortgages.  

(2)  Includes home equity line of credit loans underwritten on the same basis as
     first mortgage loans.

(3)  Includes  loans held for sale,  which are  recorded at the lower of cost or
     market value.

(4)  Includes  lines of credit  made to  businesses  which are secured by assets
     other than real estate.

                                       3
<PAGE>
     The following table sets forth, at September 30, 1998, the dollar amount of
all  loans  and  mortgage-backed  securities,   before  net  items,  which  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 mortgage loans                                $173,768              $130,172
Loans held for sale                                          8,253                     -
Consumer and other loans (1)                                 8,102                     -
Mortgage-backed securities - held to maturity                   26                12,392
Mortgage-backed securities - held for sale                       -                   565
                                                           -------               -------

   Total                                                  $190,149              $143,129
                                                           =======               =======
</TABLE>

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

(1)  Includes  lines of credit in the  aggregate  amount of $3.6 million made to
     businesses which are secured by assets other than real estate.























                                       4

<PAGE>
     Loan and Mortgage-Backed  Securities Portfolio  Composition.  The following
table sets forth certain information concerning the composition of Winton's loan
and mortgage-backed securities portfolio at the dates indicated:
<TABLE>
<CAPTION>

                                                                          At September 30,  
                                                          1998                    1997                     1996
                                                  Amount          %        Amount         %        Amount        %
                                                                        (Dollars in thousands)
<S>                                                 <C>           <C>        <C>          <C>          <C>       <C>
Type of loan or investment:
   Conventional real estate loans:
     One- to four-family
       Interim construction                      $  17,790        5.6%    $  13,536        4.6%   $  15,049       5.6%
       Loans on existing properties (1)            138,415       43.5       145,039       49.0      144,306      53.5
       Loans held for sale                           8,253        2.6         4,210        1.4        2,735       1.0
     Multifamily
       Interim construction                          1,715         .5         1,500         .5        2,475        .9
       Loans on existing properties                 75,442       23.7        71,798       24.3       55,507      20.6
     Land and lot                                    5,941        1.9         5,024        1.7        2,326        .9
     Nonresidential real estate
       Interim construction                          9,782        3.1         1,401         .5          450        .1
       Loans on existing properties                 54,781       17.2        42,950       14.5       37,001      13.7
   Mobile home loans                                    74         -             17         -             3        -
   Consumer and other loans (2)                      8,102        2.5         4,986        1.7        2,405        .9
   Mortgage-backed securities - held
       to maturity                                  12,418        3.9        14,614        4.9       16,414       6.1
   Mortgage-backed securities - available
       for sale                                        565         .2            799        .3        2,942       1.1
                                                   -------      -----       --------     -----      -------     -----
                                                   333,278      104.7       305,874      103.4      281,613     104.4
Less:
  Loans in process                                 (13,616)      (4.2)       (8,364)      (2.8)     (10,150)     (3.8)
  Deferred loan origination fees                      (529)       (.2)         (726)       (.3)        (760)      (.3)
  Allowance for loan losses                           (842)       (.3)         (827)       (.3)        (857)      (.3)
                                                   -------      -----       -------      -----      -------     -----

    Total loans and mortgage-backed
      securities                                  $318,291      100.0%     $295,957      100.0%    $269,846     100.0%
                                                   =======      =====       =======      =====      =======     =====

Type of security:
  Residential
    One- to four-family                           $156,205       49.1%     $158,575       53.6%    $159,355      59.1%
    Multifamily residential                         77,157       24.2        73,298       24.8       57,982      21.5
    Loans held for sale                              8,253        2.6         4,210        1.4        2,735       1.0
  Nonresidential real estate                        64,563       20.3        44,351       15.0       37,451      13.9
  Land and lot                                       5,941        1.9         5,024        1.7        2,326        .9
  Mortgage-backed securities                        12,983        4.1        15,413        5.2       19,356       7.2
  Deposit accounts                                     299         .1           467         .2          389        .1
  Other                                              7,877        2.4         4,536        1.5        2,019        .7
                                                   -------      -----       -------      -----      -------     -----
                                                   333,278      104.7       305,874      103.4      281,613     104.4
Less:
  Loans in process                                 (13,616)      (4.2)       (8,364)      (2.8)     (10,150)     (3.8)
  Deferred loan origination fees                      (529)       (.2)         (726)       (.3)        (760)      (.3)
  Allowance for loan losses                           (842)       (.3)         (827)       (.3)        (857)      (.3)
                                                   -------      -----       -------      -----      -------     -----

Total loans and mortgage-backed securities        $318,291      100.0%     $295,957      100.0%    $269,846     100.0%
                                                   =======      =====       =======      =====      =======     =====
</TABLE>

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

(1)  Includes first and second mortgage loans and home equity lines of credit.

(2)  Includes  lines of credit in the  aggregate  amount of $3.6 million made to
     businesses which are secured by assets other than real estate.

                                       5
<PAGE>
     One- to  Four-Family  Residential  Real Estate Loans.  The primary  lending
activity  of  Winton  has been the  origination  of  conventional  loans for the
acquisition  or  construction  of one-  to  four-family  residential  properties
located within Winton's  primary market area. Each of such loans is secured by a
mortgage on the underlying real estate and  improvements  thereon.  At September
30, 1998,  $146.7  million,  or 46.1% of Winton's  total  outstanding  loans and
mortgage-backed  securities  (excluding  construction  loans) consisted of loans
secured  by first and  second  mortgage  loans and home  equity  lines of credit
secured by one- to four-family residential real estate, including loans held for
sale.  Second  mortgages and home equity lines of credit are subject to a higher
degree of risk than first mortgage  loans,  because,  in the event of default or
foreclosure,  amounts due on first  mortgages  have a prior  claim to  available
funds.  Most of the second  mortgages  and home  equity  lines of credit made by
Winton are secured by property on which Winton holds the first mortgage.

     OTS  regulations  and Ohio law limit the  amount  which  Winton may lend 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  adjustable-rate  mortgage  loans ("ARMs") with interest rate
adjustment periods of generally one or three years. The interest rates initially
charged  on ARMs and the new rate at each  adjustment  date  are  determined  by
adding a stated margin to the one-year or three-year United States Treasury bill
rate at the  time  the  loan is  originated.  The  initial  interest  rate for a
three-year  ARM is set slightly  higher than for the one-year ARM to  compensate
Winton  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.  Of the total  mortgage  loans  originated by Winton during the fiscal
year ended September 30, 1998, 12.7% were ARMs and 87.3% were fixed-rate.

     Residential mortgage loans offered by Winton are usually 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, 1998, Winton had nonperforming  loans totaling $204,000 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.
One- to four-family  loans constituted  $129.3 million,  or 56.8%, of the $227.8
million of loans originated in fiscal 1998.

     Multifamily  Residential Real Estate Loans. In addition to loans on one- to
four-family properties, Winton makes adjustable- and fixed-rate loans secured by
multifamily  properties containing over four units. At September 30, 1998, loans
secured  by  multifamily  properties  (excluding   construction  loans)  totaled
approximately  $75.4  million,  or  23.7%  of total  loans  and  mortgage-backed
securities.

     Multifamily  lending is generally  considered to involve a higher degree of
risk 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.

     Multifamily  loans generally have terms of up to 25 years and a maximum LTV
of 75%,  although a higher  LTV  occasionally  is  approved  for an  established

                                       6
<PAGE>
borrower.  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.

     Winton  had  $495,000  in   nonperforming   loans  secured  by  multifamily
properties  at September 30, 1998,  which were  classified as real estate owned.
Multifamily loans constituted $29.3 million,  or 12.9%, of the $227.8 million of
loans originated in fiscal 1998.

     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.  The $5.9 million in land loans  outstanding at
September  30,  1998,  consisted  of  loans to a large  residential  subdivision
developer,  and loans to  individuals  and builders used for the  acquisition of
residential building lots. Such land and lot loans comprised  approximately 1.9%
of the total loans and  mortgage-backed  securities  portfolio at September  30,
1998.  The largest land and lot loan  outstanding  at September 30, 1998,  was a
$3.2  million  loan  secured  by  property  to  be  developed  for  multifamily,
condominium and single-family dwellings.

     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.

     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%.

     Winton had no  nonperforming  loans  secured by unimproved  developed  real
estate at September 30, 1998. Land and lot loans  constituted  $5.2 million,  or
2.3%, of the $227.8 million of loans originated in fiscal 1998.

     Nonresidential  Real  Estate  Loans.  At  September  30,  1998,  Winton has
nonresidential  real estate loans in its  portfolio,  all in its primary  market
area,  including  loans  secured by retail,  office and other  types of business
facilities. The largest nonresidential real estate loan outstanding at September
30,  1998,  was a $1.8  million  loan  secured  by a  warehouse.  Nonresidential
permanent loans (excluding construction loans) comprised $54.8 million, or 17.2%
of total loans and mortgage-backed securities at September 30, 1998.

     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.

     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.  These  loans are  typically  made at a
maximum 75% LTV, although a higher Loan-to-Value Ratio is occasionally  approved
for established borrowers. 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 Residential Real Estate Loans."

     Winton had no nonperforming  loans in its nonresidential  loan portfolio at
September 30, 1998.  Nonresidential loans constituted $16.8 million, or 7.4%, of
the $227.8 million of loans originated in fiscal 1998.

     Federal regulations limit the amount of nonresidential mortgage loans which
an association may make to 400% of its capital.  At September 30, 1998, Winton's
nonresidential permanent mortgage loans totaled 207.3% of Winton's capital.

     Construction  Loans.  Winton offers residential  construction loans both to
owner-occupants  and to  builders  for loans being  built  under  contract  with

                                       7
<PAGE>
owner-occupants.  To a very limited extent, Winton also makes construction loans
to persons constructing projects for investment purposes. At September 30, 1998,
a total of $29.3  million,  or  approximately  9.2%, of Winton's total loans and
mortgage-backed securities, consisted of construction loans.

     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.  Loan funds are advanced  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 Hamilton County; the other Ohio
counties of Clinton,  Clermont,  Warren,  Butler,  Montgomery,  Brown, Adams and
Franklin; the Indiana counties of Ripley,  Franklin, Union and Dearborn; and the
Kentucky counties of Boone,  Campbell,  Gallatin and Kenton. The economy of such
lending area has been relatively stable over the three years ended September 30,
1998.

     Generally,  construction  loans have terms  ranging  from 6 to 12 months at
fixed rates of interest over the construction period.  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.

     At September 30, 1998, Winton had nonperforming  loans totaling $859,000 in
construction  loans.  Construction loans constituted $30.5 million, or 13.4%, of
the $227.8 million of loans originated in fiscal 1998.

     Mobile Home Loans. To a very limited  extent,  Winton  originates  loans on
both new and used mobile homes. At September 30, 1998, the aggregate outstanding
principal  balance of mobile home loans in Winton's  portfolio was approximately
$74,000,  or less than .1% of total loans and mortgage-backed  securities.  Such
loans are  generally  made at fixed rates of interest,  with the rate charged on
loans for used mobile homes generally set higher than for new mobile homes.  The
maximum  term of mobile home loans is 10 years for new homes and seven years for
used homes.  Winton  usually  obtains a security  interest in the mobile home to
which the loan pertains.

     Loans that are secured by rapidly  depreciating assets such as mobile homes
may entail greater risk than residential  loans. The repossessed  collateral may
not provide an adequate source of repayment of the outstanding loan balance. The
risk of default on such  loans  increases  during  periods  of  recession,  high
unemployment and other adverse economic conditions.

     Federal  regulations  permit an association to invest without limitation in
mobile home loans.

     Consumer and Other Loans.  Winton makes  various  types of consumer  loans,
including  loans made to depositors  on the security of their savings  deposits,
automobile  loans,  commercial  loans,  loans secured by stock of entities other
than WFC,  lines of credit to businesses  secured by non-real  estate assets and
unsecured  personal  loans.  At  September  30,  1998,  consumer and other loans
constituted 2.5% of Winton's total loans and mortgage-backed securities and 2.3%
of total assets.

     Consumer  loans are  generally  made at fixed rates of interest tied to the
prime rate,  generally 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,   may  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.

     Although Winton has not had significant delinquencies on consumer loans, no
assurance can be provided that delinquencies will not increase. At September 30,
1998,  Winton had  nonperforming  loans  totaling  $4,000 in its  consumer  loan
portfolio.  Consumer loans  constituted  $16.7  million,  or 7.2%, of the $227.8
million of loans originated in fiscal 1998.

     Mortgage-Backed  Securities.  In the  recent  past,  Winton  has  purchased
mortgage-backed securities insured or guaranteed by government agencies in order
to improve Winton's asset portfolio yield by profitably  investing excess funds.
Winton  intends to continue to purchase  such  mortgage-backed  securities  when

                                       8
<PAGE>
conditions   favor  such  a  portfolio   investment.   At  September  30,  1998,
mortgage-backed securities totaled approximately $13.0 million, or 4.1% of total
loans  and   mortgage-backed   securities.   All  but   $565,000   of   Winton's
mortgage-backed  securities at September 30, 1998, were designated as being held
to maturity.  In accordance  with  Statement of Financial  Accounting  Standards
("SFAS") No. 115, those  mortgage-backed  securities designated as being held to
maturity are carried on Winton's  balance sheet at cost. The market value of the
$12.4 million in  mortgage-backed  securities  held to maturity at September 30,
1998, was $12.3 million. The remaining $565,000 in mortgage-backed securities at
September 30, 1998,  was  designated  as available for sale. In accordance  with
SFAS No. 115, the mortgage-backed  securities  available for sale are carried on
Winton's balance sheet at market value,  with unrealized gains or losses carried
as an adjustment to shareholders' equity, net of applicable taxes.

     Winton maintains a portfolio of mortgage-backed  pass-through securities in
the form of FHLMC,  FNMA and 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,  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
these 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 at or near par. 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.

     At September 30, 1998, $13.0 million, or 99.8%, of Winton's mortgage-backed
securities and CMOs had adjustable rates.  Although  adjustable-rate  securities
generally  have a  lower  yield  at the  time  of  origination  than  fixed-rate
securities, the interest rate risk associated with adjustable-rate securities is
lower. See "Asset/Liability  Management." The following table sets forth certain
information  regarding Winton's investment in mortgage-backed  securities at the
dates indicated:
<TABLE>
<CAPTION>


                                                  At September 30,                              At September 30, 
                                                        1998                                           1997                
                                                 Gross        Gross                             Gross      Gross
                                   Amortized   unrealized  unrealized   Estimated  Amortized  unrealizedunrealized   Estimated
                                      cost        gains       losses   fair value                          losses   fair value
                                                                                     cost      gains         
                                                                         (In thousands)
<S>                                   <C>         <C>           <C>         <C>       <C>        <C>         <C>        <C>
Mortgaged-backed securities 
  held to maturity:
   FHLMC participation             $ 4,402        $11        $  (68)     $ 4,345    $ 5,371       $34      $ (92)     $ 5,313
   certificates
   FNMA participation                2,912          1           (65)       2,848      3,449         5        (63)       3,391
   certificates
   GNMA participation                  598          9             -          607        811        25          -          836
   certificates
   CMOs                              4,506          -           (40)       4,466      4,983         -       (178)       4,805
                                    ------         --          ----       ------     ------        --       ----       ------
                                    12,418         21          (173)      12,266     14,614        64       (333)      14,345
Mortgage-backed securities
 available for sale:
   GNMA participation
     certificates                      561          4             -          565        782        17          -          799
                                    ------         --          ----       ------     ------        --       ----       ------
  
                                   $12,979        $25         $(173)     $12,831    $15,396       $81      $(333)     $15,144
                                    ======         ==          ====       ======     ======        ==       ====       ======
</TABLE>


                                       9
<PAGE>
     The  combined  amortized  cost of  mortgage-backed  and related  securities
designated  as held to maturity or available  for sale at September 30, 1998 and
1997, 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, 1998           September 30, 1997    
                                                              (In thousands)
<S>                                                    <C>                           <C>
 Due after one through three years                    $     2                      $     -
 Due after three years through five years                   7                            3
 Due after five years through ten years                    12                           26
 Due after ten years through twenty years               2,943                        1,841
 Due after twenty years                                10,015                       13,526
                                                       ------                       ------
                                                      $12,979                      $15,396
                                                       ======                       ======
</TABLE>


     Loan  Solicitation and Processing.  Loan  originations are developed 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.

     Loan applications for permanent mortgage loans are taken by loan personnel.
Winton   obtains  a  credit  report,   verification   of  employment  and  other
documentation  concerning the credit-worthiness of the borrower. An appraisal of
the fair market value of the real estate which will be given as security for the
loan is generally prepared by an independent fee appraiser approved by the Board
of  Directors.  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, a personal guarantee is generally
required.  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,  an attorney's opinion of title
or a title insurance policy is obtained on the real estate which will secure the
mortgage loan.  Borrowers are required 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.  Virtually all residential fixed-rate loans made by Winton are originated
on  documentation  which will  permit a possible  sale of such loans to FHLMC or
other secondary  mortgage market  participants.  When mortgage loans are sold to
FHLMC or other secondary mortgage market participants,  Winton generally 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;  though certain loans  originated
with the assistance of loan brokers are sold with the servicing rights released.
Fixed-rate  loans not sold in the secondary market and generally all of the ARMs
originated by Winton are held in Winton's loan portfolio.


                                       10
<PAGE>
     Management  sold $104.1 million of fixed-rate  loans during fiscal 1998, as
compared  to  sales  of  $42.4   million   and  $34.6   million  of  fixed-  and
adjustable-rate loans in fiscal 1997 and fiscal 1996,  respectively.  Management
believes secondary market activities will continue to increase if interest rates
decline.

     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, 1998, 1997 and 1996,
Winton sold  participation  interests  in loans  totaling  $6.3  million,  $11.4
million and $1.7  million,  respectively.  Winton held  participations  in loans
originated by other lenders of approximately $1.7 million at September 30, 1998.
Loans in which Winton purchases  participation interests must meet or exceed the
underwriting standards for the loans which Winton originates.

     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,  
                                                        1998                       1997                       1996   
                                                Amount         %           Amount          %           Amount          %
                                                                            (Dollars in thousands)
<S>                                               <C>         <C>           <C>           <C>             <C>          <C>
Loans originated:
  Conventional real estate loans:
  One- to four-family
    Construction (1)                            $ 24,336      10.7%        $ 22,877       15.5%       $  21,013       17.3%
    Fixed-rate loans on existing property        116,103      51.0           38,268       25.9           50,975       41.9
    Adjustable-rate loans on existing
      property                                     9,761       4.3           12,645        8.6           15,127       12.5
    FHA/VA                                         3,478       1.5                -          -                -          -
  Multifamily
    Construction                                   1,000       0.4            1,500        1.0            1,075        0.9
    Fixed-rate loans on existing property         15,455       6.8           11,564        7.8            1,252        1.0
    Adjustable-rate loans on existing
      property                                    13,886       6.1           23,957       16.2           14,637       12.0
  Nonresidential real estate, land and
   lot   loans
    Construction                                   5,161       2.3            1,367        0.9              330        0.3
    Fixed-rate loans on existing property         16,879       7.4            9,801        6.7            5,021        4.1
    Adjustable-rate loans on existing
      property                                     5,128       2.3            7,682        5.2            8,524        7.0
  Consumer and other loans (2)                    16,653       7.2           18,003       12.2            3,589        3.0
                                                 -------     -----          -------      -----          -------      -----
      Total loans originated                    $227,840     100.0%        $147,664      100.0%        $121,543      100.0%
                                                 =======     =====          =======      =====          =======      =====

Loans and mortgage-backed securities
  purchased
  Mortgage-backed securities                    $      -          -%       $      -          -%      $  3,380        100.0%
                                                 =======     ======         ========     =====        =======        =====
                                                       

Loans and mortgage-backed securities sold:
  Loans                                         $104,144      94.3%        $ 42,413       78.8%      $ 34,645         91.7%
  Participations                                   6,329       5.7           11,385       21.2%         1,732          4.6
  Mortgage-backed securities                           -         -               -           -          1,397          3.7
                                                 -------     -----          -------      -----        -------        -----
                                                       
      Total                                     $110,473     100.0%        $ 53,798      100.0%      $ 37,774        100.0%
                                                 =======     =====          =======      =====        =======        =====
Principal Repayments:
  Loans                                         $ 92,741      97.5%        $ 63,990       94.2%      $ 40,475         95.2%
  Mortgage-backed securities                                   2.5            3,950        5.8          2,040          4.8
                                                  ------     -----          -------      -----        -------        -----
                                                   2,389
      Total                                     $ 95,130     100.0%        $ 67,940      100.0%      $ 42,515        100.0%
                                                 =======     =====          =======      =====        =======        =====
</TABLE>

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

(1)  Includes  construction  loans for which Winton has committed to a permanent
     end-loan.

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


                                       11
<PAGE>
     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 loan 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 $4.1 million
to one borrower at September 30, 1998. Winton had no outstanding loans in excess
of such limit at September 30, 1998.

     Loan  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 SFAS No. 91, as
an adjustment to yield over the life of the related loan.

     Delinquent  Loans,  Nonperforming  Assets  and  Classified  Assets.  When a
borrower fails to make a required  payment on a loan,  Winton  attempts to cause
the  deficiency  to  be  cured  by  contacting  the  borrower.  In  most  cases,
deficiencies are cured promptly.

     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,  a late charge of 5% of the amount
of the payment is assessed and Winton will contact 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
his 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
property  is so  acquired,  it is  recorded  at the lower of the  loan's  unpaid
principal  balance  or fair  value at the  date of  foreclosure  less  estimated
selling  expenses.  Periodically,  real estate  owned is reviewed to ensure that
fair  value  is not  less  than  carrying  value,  and any  allowance  resulting
therefrom  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,
                                                1998             1997             1996             1995           1994    
                                                                        (Dollars in thousands)
<S>                                              <C>             <C>                <C>              <C>           <C>
Loans delinquent
  30 to 59 days                                 $6,925          $1,909            $3,186           $2,350         $1,905
  60 to 89 days                                    629             672               692              337            348
  90 or more days                                1,067             472               923              602            432
                                                 -----           -----             -----            -----          -----

    Total delinquent loans                      $8,621          $3,053            $4,801           $3,289         $2,685
                                                 =====           =====             =====            =====          =====

Ratio of total delinquent loans to total
  loans (1)                                      2.69%           1.05%             1.83%            1.52%           1.29%
                                                 ====            ====              ====             ====            ====
</TABLE>

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

(1)  Includes loans held for sale.


                                       12

<PAGE>
     All  delinquent  loans are  reviewed  on a regular  basis and are placed on
non-accrual  status  when,  in the  opinion of  management,  the  collection  of
additional  interest  is  doubtful.  Residential  mortgage  loans are  placed 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, 1998, is approximately $31,000.

     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, 1998, 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,  
                                               1998            1997           1996            1995           1994  
                                                                      (Dollars in thousands)
<S>                                              <C>           <C>            <C>              <C>            <C>
 Loans accounted for on a non-accrual
   basis:(1)
   Real estate:
     Construction                              $  859            $  -           $  -            $  -          $  -
     Residential                                   77             214            548             130           311
     Nonresidential and land                        -             179             57             448             -
   Consumer and other                               -               -              -               -             -
                                                -----             ---            ---             ---           ---
       Total                                      936             393            605             578           311

Accruing loans which are contractually 
  past due 90 days or more:
   Real estate:
     Construction                                   -               -              -               -             -
     Residential                                  127              77            132               -           114
     Nonresidential                                 -               -            182              24             -
   Consumer and other                               4               2              4               -             7
                                                -----             ---            ---             ---           ---
       Total                                      131              79            318              24           121
                                                -----             ---            ---             ---           ---
Total of non-accrual and 90 days past
  due loans                                    $1,067            $472           $923            $602          $432
                                                =====             ===            ===             ===           ===

Percentage of total loans                        0.35%           0.16%          0.35%           0.28%         0.21%
                                                 ====            ====           ====            ====          ====

Other nonperforming assets(2)                    $495            $513           $561            $343          $206
                                                  ===             ===            ===             ===           ===
</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  which is carried at
     the lower of cost or fair value less estimated selling expenses.


The 39% increase in  nonperforming  assets to $602,000 at the end of fiscal 1995
was primarily  attributable to one delinquent  commercial loan of  approximately
$448,000   which  was  paid  current  in  October  1995.  The  53%  increase  in


                                       13
<PAGE>
nonperforming  loans at the end of fiscal 1996 resulted from the increased  size
of the loan  portfolio  and  increased  loan  delinquencies.  The 49% decline in
nonperforming  loans during fiscal 1997 resulted  primarily from  collections on
loan  accounts  acquired  through  the Blue Chip  merger.  The 126%  increase in
nonperforming   loans  at  the  end  of  fiscal  1998  resulted  primarily  from
construction loans to one borrower of approximately $859,000.

     OTS  regulations  require  that each thrift  institution  classify  its own
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.

     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.

     The aggregate  amount of Winton's  classified  assets at September 30, 1998
was as follows:
<TABLE>
<CAPTION>

                                           At September 30, 1998
                                               (In thousands)
<S>                                                 <C>
Substandard                                        $2,102
Doubtful                                              174
Loss                                                    -
                                                    -----

  Total classified assets                          $2,276
                                                    ===== 

</TABLE>

     Federal examiners are authorized to classify an association's assets. If an
association does not agree with an examiner's classification of an asset, it may
appeal  this  determination  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 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,  and net  earnings  could be
significantly   affected  if  circumstances   differ   substantially   from  the
assumptions  used in making the final  determination.  At  September  30,  1998,
Winton's allowance for loan losses totaled $842,000.









                                       14
<PAGE>
     The following table sets forth an analysis of Winton's allowance for losses
on loans for the periods indicated.
<TABLE>
<CAPTION>

                                                                       Year ended September 30,  
                                              1998             1997             1996           1995            1994   
                                                                       (Dollars in thousands)
<S>                                           <C>               <C>             <C>             <C>             <C>
Balance at beginning of period               $827              $857             $654            $582            $742

Charge-offs:
   One- to four-family                        (36)              (47)             (28)            (18)            (84)
   Multifamily and nonresidential
     real estate                                -                 -              (12)           (104)            (36)
   Construction                                (4)                -                -               -               -
   Consumer                                    (7)               (4)             (10)              -            (143)
                                              ---               ---              ---             ---             ---
     Total                                    (47)              (51)             (50)           (122)           (263)

Total recoveries                                2                21                -             106              58
                                              ---               ---              ---             ---             ---

Net charge-offs                               (45)              (30)             (50)            (16)           (205)

Provision for loan losses                      60                 -              253              88              45
                                              ---               ---              ---             ---             ---

Balance at end of period                     $842              $827             $857            $654            $582
                                              ===               ===              ===             ===             ===

Ratio of net charge-offs during the
   period to average loans
   outstanding during the period (1)          .02%              .01%             .02%            .01%            .11%
                                              ===               ===              ===             ===             ===
</TABLE>

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

(1)  During the respective  periods there were $299.6  million,  $263.3 million,
     $225.2  million,  $202.8  million  and  $184.8  million  in  average  loans
     outstanding.


















                                       15
<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,  
                                           1998               1997             1996               1995              1994
                                                                          (In thousands)
<S>                                         <C>                <C>               <C>                <C>              <C>
Specific allowances
  One- to four-family                      $ 53                $ 40              $ 80               $  -            $  -
  Multifamily and nonresidential
     real estate                              -                   -                 -                  -               -
  Construction and development
                                              -                   -                 -                  -               -
  Consumer                                    -                   -                 -                  -               -
  Commercial business                         -                  24                25                  -               -
                                            ---                 ---               ---                ---             ---
     Total specific allowances               53                  64               105                  -               -

General allowances
  One- to four-family                       321                 310               308                268             204
  Multifamily and nonresidential
     real estate                            350                 346               339                308             276
  Construction and development
                                             10                   -                 -                  -               -
  Consumer                                  100                 100               100                 75             100
  Commercial business                         8                   7                 5                  3               2
                                            ---                 ---               ---                ---             ---
     Total general allowances               789                 763               752                654             582
                                            ---                 ---               ---                ---             ---
     Total allowance for
       possible loan losses                $842                $827              $857               $654            $582
                                            ===                 ===               ===                ===             ===
</TABLE>


Investment Activities

     The OTS requires minimum levels of liquid assets. OTS regulations presently
require  Winton  to  maintain  specified  levels  of  "liquid"   investments  in
qualifying  types of United States  Government and agency  obligations and other
permissible  investments  having certain maturity  limitations and marketability
requirements.  Such minimum  requirement  which was revised by the OTS in fiscal
1998,  is an amount equal to 4% of the sum of Winton's  average daily balance of
net withdrawable  deposit  accounts and borrowings  payable in one year or less.
The liquidity requirement,  which may be changed from time to time by the OTS to
reflect  changing  economic  conditions,  is  intended  to  provide  a source of
relatively  liquid funds upon which Winton may rely if necessary to fund deposit
withdrawals and other short-term funding need.

     The liquidity of Winton, as measured by the ratio of cash, cash equivalents
(not  committed,  pledged or required to  liquidate  specific  liabilities)  and
qualifying investments,  mortgage-backed  securities and loans to the sum of net
withdrawable  savings  plus  borrowings  payable  within  one year was  19.3% at
September 30, 1998.  At September 30, 1998,  Winton's  "liquid"  assets  totaled
approximately $37.4 million,  which was approximately $29.5 million in excess of
the current OTS minimum requirement.  Winton believes that its liquidity posture
at September 30, 1998, was adequate to meet  outstanding  loan  commitments  and
other cash requirements.









                                       16
<PAGE>
     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,
                                               1998                           1997                           1996      
                                     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                       $14,858       $15,185          $12,585       $12,679          $ 9,593       $ 9,623
Available for sale:
   U.S. government and agency
     obligations                         4,587         4,855            3,088         3,149            2,098         2,120
   Corporate equity securities             103           724              103           482              189           461
                                        ------        ------           ------        ------           ------        ------
                                         4,690         5,579            3,191         3,631            2,287         2,581
                                        ------        ------           ------        ------           ------        ------
Total                                  $19,548       $20,764          $15,776       $16,310          $11,880       $12,204
                                        ======        ======           ======        ======           ======        ======

</TABLE>

     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, 1998:
<TABLE>
<CAPTION>

                                       Maturing within                 Maturing within
                                        one year after                one to five years
                                       September 30, 1998         after September 30, 1998                 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                    $6,049           6.21%          $ 8,809          5.89%          $14,858         6.02%
Available for sale                     100           5.13             4,487          6.24             4,587         6.22
                                     -----           ----            ------          ----            ------         ----
    Total                           $6,149           6.20%          $13,296          6.01           $19,445         6.07%
                                     =====           ====            ======          ====            ======         ====

</TABLE>

Deposits 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,  Christmas Club 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, 1998, the total amount of brokered deposits equaled  approximately
$28.5 million, or 10.7% of total deposits.

     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.


                                       17
<PAGE>

     At September 30, 1998,  Winton's  certificates  of deposit  totaled  $199.3
million,  or 74.9% of  total  deposits.  Of such  amount,  approximately  $118.1
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 1998, 1997 and 1996,  Winton offered  certificates of deposit
with terms  from 18 months to five  years at rates  which  adjust  monthly  with
designated market indices,  which were the prime rate or the three-year Treasury
rate.  Approximately  $13.3  million  of  these  certificates  of  deposit  were
outstanding  at September 30, 1998.  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, 1998:
<TABLE>
<CAPTION>

                                                                  Percent
                                                                 of total
                                               Amount            deposits
                                           (In thousands)
<S>                                               <C>               <C>
Transaction accounts:
   Passbook accounts (1)                      $ 48,175             18.1%
   Christmas Club accounts (2)                     187               .1
   NOW accounts (3)                             18,338              6.9
                                               -------            -----
     Total transaction accounts                 66,700             25.1

Certificates of deposit (4):
   2.00 -  3.99%                                   100                -
   4.00 -  5.99%                               115,466             43.4
   6.00 -  7.99%                                83,353             31.3
   8.00 -  9.99%                                   388               .2
                                               -------            -----
     Total certificates of deposit             199,307             74.9
                                               -------            -----

Total deposits                                $266,007            100.0%
                                               =======            =====
</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 3.59% at September 30, 1998.

(2)  Winton's  weighted  average  interest rate paid on Christmas  Club accounts
     fluctuates  with the general  movement of interest  rates. At September 30,
     1998, the weighted average rate on club accounts was 3.25%.

(3)  Winton's  weighted  average  interest rate paid on NOW accounts  fluctuates
     with the general  movement of interest  rates.  At September 30, 1998,  the
     weighted average rate on NOW accounts was .95%.

(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 5 years.






                                       18

<PAGE>

     The  following  table  shows rate and  maturity  information  for  Winton's
certificates of deposit as of September 30, 1998:
<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%                   $      -       $   100      $     -       $    -        $    100
 4.00 - 5.99                      86,285        24,076        4,974          131         115,466
 6.00 - 7.99                      31,652        28,433       18,001        5,267          83,353
 8.00 - 9.99                         142           239            -            7             388
                                 -------        ------       ------        -----         -------
    Total certificates of
      deposit                   $118,079       $52,848      $22,975       $5,405        $199,307
                                 =======        ======       ======        =====         =======
</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, 1998:
<TABLE>
<CAPTION>

  Maturity                                        At September 30, 1998
                                                      (In thousands)
<S>                                                        <C>
  Three months or less                                  $ 9,135
  Over 3 months to 6 months                               9,645
  Over 6 months to 12 months                             16,605
  Over twelve months                                     29,343
                                                         ------
      Total                                             $64,728
                                                         ======
</TABLE>


     Borrowings.  During  the year  ended  September  30,  1998,  Winton's  only
borrowings  were FHLB advances.  See "REGULATION - Federal Home Loan Banks." The
following  table  sets  forth the  maximum  amount  of  Winton's  FHLB  advances
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,  
                                                                         1998                 1997                1996
                                                                                         (In thousands)
<S>                                                                        <C>                  <C>                 <C>
Maximum amount of FHLB advances                                         $77,882               $57,897             $46,376
                                                                        =======               =======             =======

Average amount of FHLB advances outstanding during period               $61,136               $51,146             $35,292
                                                                        =======               =======             =======

</TABLE>

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

                                                                                       At September 30,  
                                                                      1998                  1997                  1996  
                                                                                       (In thousands)
<S>                                                                    <C>                    <C>                  <C>
FHLB advances                                                         $56,899               $57,425               $46,376
                                                                      =======               =======               =======

Weighted average interest cost of FHLB advances during
    period based on month end balances                                  5.94%                 5.92%                 5.66%
                                                                        ====                  ====                  ====
</TABLE>


                                       19
<PAGE>

     Asset/Liability Management. Winton's earnings depend primarily upon its net
interest  income,  which is the  difference  between its interest  income on its
interest-earning  assets,  such as mortgage  loans,  investment  securities  and
mortgage-backed   securities,   and   its   interest   expense   paid   on   its
interest-bearing  liabilities,  consisting of deposits and borrowings. As market
interest  rates  change,   asset  yields  and  liability  costs  do  not  change
simultaneously.   Due  to  maturity,   repricing  and  timing   differences   of
interest-earning  assets  and  interest-bearing  liabilities,  earnings  will be
affected differently under various interest rate scenarios. Winton has sought to
limit  these  net  earnings  fluctuations  and  manage  interest  rate  risk  by
originating  adjustable-rate  loans and  purchasing  relatively  short-term  and
variable-rate investments and securities.

































                                       20
<PAGE>


     The  following  table sets forth certain  information  relating to Winton's
average   balance   sheet   information   and  reflects  the  average  yield  on
interest-earning assets and the average cost of interest-bearing liabilities for
the years  indicated.  Such yields and costs are  derived by dividing  income or
expense  by  the  average   monthly  balance  of   interest-earning   assets  or
interest-bearing  liabilities,  respectively,  for the years presented.  Average
balances are derived from month-end balances, which include nonaccruing loans in
the loan  portfolio,  net of the allowance for loan losses.  Management does not
believe that the use of month-end  balances instead of daily balances has caused
any material differences in the information presented.
<TABLE>
<CAPTION>
                                                                         Year ended September 30,
                                                        1998                                     1997         
                                           Average       Interest                    Average      Interest               
                                         outstanding     earned/       Yield/      outstanding     earned/     Yield/    
                                           balance         paid         rate         balance        paid        rate     
                                                                                         (Dollars in thousands)
<S>                                          <C>            <C>         <C>            <C>             <C>       <C>     
Interest-earning assets:
   Loans receivable (1)                    $299,643      $24,813        8.28%       $263,344        $22,086     8.37%    
   Mortgage-backed securities -
     available for sale                         687           46        6.70           1,948            119     6.11     
   Mortgage-backed securities - held
     to maturity                             13,654          829        6.07          15,552            942     6.06     
   Investment securities - held to
     maturity                                13,424          826        6.15          11,785            757     6.42     
   Investment securities - available
     for sale                                 4,889          279        5.71           2,007            122     6.08     
   Other interest-earning assets              4,331          278        6.42           3,544                    5.84     
                                           --------      -------        ----        --------        -------       ----   
                                                                                                        207
     Total interest-earning assets          336,628       27,071        8.04         298,180         24,233     8.13     

Non-interest-earning assets                   4,920                                    7,970                             
                                           --------                                 --------                             
     Total assets                          $341,548                                 $306,150                             
                                           ========                                 ========                             

Interest-bearing liabilities:
   Deposits                                $251,393       13,118        5.22        $229,708         12,009     5.23     
   FHLB advances                             61,136        3,630        5.94          51,146          3,027     5.92     
                                           --------      -------        ----        --------       --------     ----     
     Total interest-bearing
       liabilities                          312,529       16,748        5.36         280,854         15,036     5.35     
                                           --------      -------        ----        --------       --------     ----     

Non-interest-bearing liabilities              3,786                                    3,275                             
                                           --------                                 --------                             
     Total liabilities                      316,315                                  284,129                             

Shareholders' equity                         25,233                                   22,021                             
                                           --------                                 --------                             
     Total liabilities and
       shareholders' equity                $341,548                                 $306,150                             
                                           ========                                 ========                             

Net interest income/
   Interest rate spread                                  $10,323        2.68%                      $  9,197     2.78%    
                                                         =======        ====                       ========     ====     
Net interest margin (net interest
   income as a percent of average
   interest-earning assets)                                             3.05%                                   3.08%    
                                                                        ====                                    ====     
Average interest-earning assets to
   interest-bearing liabilities                                       107.71%                                 106.17%    
                                                                      ======                                  ======     

                                                    Year ended September 30,
                                                           1996                                                        
                                              Average      Interest
                                            outstanding     earned/      Yield/
                                              balance        paid         rate
                                        
<S>                                            <C>            <C>           <C>
Interest-earning assets:
   Loans receivable (1)                       $225,164      $18,627        8.27%
   Mortgage-backed securities -
     available for sale                          2,400          113        4.71
   Mortgage-backed securities - held
     to maturity                                17,311        1,070        6.18
   Investment securities - held to
     maturity                                    9,927          636        6.41
   Investment securities - available
     for sale                                    3,228          185        5.73
   Other interest-earning assets                 3,049           199       6.53
                                             ---------     ---------       ----
                                        
     Total interest-earning assets             261,079       20,830        7.98

Non-interest-earning assets                      7,283
                                              --------
     Total assets                             $268,362
                                              ========

Interest-bearing liabilities:
   Deposits                                   $209,879       10,700        5.10
   FHLB advances                                35,292        1,996        5.66
                                              --------     --------        ----
     Total interest-bearing
       liabilities                             245,171       12,696        5.18
                                              --------     --------        ----

Non-interest-bearing liabilities                 2,349
                                              --------
     Total liabilities                         247,520

Shareholders' equity                            20,842
                                              --------
     Total liabilities and
       shareholders' equity                   $268,362
                                              ========

Net interest income/
   Interest rate spread                                    $  8,134        2.80%
                                                           ========        ====
Net interest margin (net interest
   income as a percent of average
   interest-earning assets)                                                3.02%
                                                                           ====
Average interest-earning assets to
   interest-bearing liabilities                                          106.49%
                                                                         ======
</TABLE>

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

(1)  Includes loans held for sale and non-accrual loans.

                                       21
<PAGE>



     The table below describes the extent to which changes in interest rates and
changes in volume of interest-earning  assets and  interest-bearing  liabilities
have affected Winton's interest income and expense during the periods indicated.
For each category of interest-earning  assets and interest-bearing  liabilities,
information is provided on changes attributable to (i) changes in volume (change
in volume  multiplied by prior year rate),  (ii) changes in rate (change in rate
multiplied by prior year volume) and (iii) total changes in rate and volume. The
combined  effects of changes in both volume and rate, which cannot be separately
identified,  have been allocated proportionately to the change due to volume and
the change due to rate.
<TABLE>
<CAPTION>

                                                                1998 vs. 1997                     1997 vs. 1996
                                                            Increase (Decrease)                Increase (Decrease)
                                                                  due to                              due to
                                                      Volume       Rate        Total       Volume      Rate      Total
                                 (In thousands)
<S>                                                     <C>          <C>         <C>         <C>         <C>       <C>            
Interest income attributable to:
   Loans receivable(1)                                $2,968       $(241)      $2,727      $3,244        $251    $3,495
   Mortgage-backed securities- available for sale        (83)         10          (73)        (18)         24         6
   Mortgage-backed securities- held to maturity         (115)          2         (113)       (107)        (21)     (128)
   Investment securities - available for sale            165          (8)         157         (73)         10       (63)
   Investment securities - held to maturity              101         (32)          69         120           1       121
   Other interest-earning assets(2)                       49          22           71          29         (21)        8
                                                      ------       -----       ------      ------       -----    ------

Total interest-earning assets                          3,085        (247)       2,838       3,195         244     3,439
Interest expense attributable to:
   Deposits                                            1,132         (23)       1,109       1,031         278     1,309
   Borrowings                                            593          10          603         933          98      1031
                                                      ------       ------      -------     -------      ------   -------

     Total interest-bearing liabilities                1,725         (13)       1,712       1,964         376     2,340
                                                      ------       ------      ------      ------       -----    ------

Increase in net interest income                       $1,360       $(234)      $1,126      $1,231       $(132)   $1,099
                                                      ======       =====       ======      ======       =====    ======
</TABLE>

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

(1)  Includes loans held for sale.

(2)  Includes  interest-bearing  deposits and  certificates  of deposit in other
     financial institutions.


     Winton's interest rate spread is the principal  determinant of income.  The
interest rate spread,  and therefore net interest income,  can vary considerably
over time because asset and liability repricing do not coincide.  Moreover,  the
long-term or  cumulative  effect of interest  rate  changes can be  substantial.
Interest rate risk is defined as the  sensitivity of an  institution's  earnings
and net asset values to changes in interest  rates.  The management and Board of
Directors of Winton attempt to manage Winton's exposure to interest rate risk in
a manner  to  maintain  the  projected  four-quarter  percentage  change  in net
interest income and the projected change in the market value of portfolio equity
within the limits  established  by the Board of Directors,  assuming a permanent
and instantaneous parallel shift in interest rates.

     As a part of its effort to monitor its interest rate risk,  Winton  reviews
the  reports of the OTS which set forth the  application  of the "net  portfolio
value"  ("NPV")  methodology,  adopted  by  the  OTS  as  part  of  its  capital
regulations,  to the assets and  liabilities of Winton.  Although  Winton is not
currently  subject to the NPV regulation,  because its  implementation  has been
delayed  by the OTS,  the  application  of the NPV  methodology  may  illustrate
Winton's level of interest rate risk.

     Generally,  NPV is the discounted  present value of the difference  between
incoming cash flows on interest-earning and other assets and outgoing cash flows
on interest-bearing  liabilities. The application of the methodology attempts to
quantify  interest  rate risk as the change in the NPV which would result from a
theoretical  200 basis  point  (100  basis  points  equals  1%) change in market
interest  rates.  Both a 200 basis point increase in market interest rates and a
200 basis point  decrease in market  interest rates are  considered.  If the NPV


                                       22
<PAGE>
would  decrease  more than 2% of the present value of the  institution's  assets
with either an increase or a decrease in market  rates,  the  institution  would
have to deduct  50% of the  amount of the  decrease  in excess of such 2% in the
calculation of the institution's  risk-based capital, if the regulations were in
effect.  Even before the regulation is in effect,  OTS could  increase  Winton's
risk-based  capital  requirement  on an  individualized  basis to address excess
interest rate risk. See "Regulation - Office of Thrift Supervision -- Regulatory
Capital Requirements."

     At  September  30,  1998,  2% of the present  value of Winton's  assets was
approximately $7.2 million.  Because the interest rate risk of a 200 basis point
increase in market interest rates (which was greater than the interest rate risk
of a 200 basis point  decrease) was $5.9 million at September  30, 1998,  Winton
would not have been required to deduct  approximately  $650,000 (50% of the $1.3
million  difference)  from its  capital in  determining  whether  Winton met its
risk-based capital requirement, if the regulation had been in effect for Winton.

     Presented  below,  as of  September  30,  1998,  is an analysis of Winton's
interest rate risk as measured by changes in NPV for instantaneous and sustained
parallel shifts of 100 basis points in market interest rates.

<TABLE>
<CAPTION>
                                                                             September 30, 1998  
 Change in Interest Rate            Board Limit                  $ Change                        % Change
     (Basis Points)                 % change                     In NPV                          in NPV

                                                                            (Dollars in thousands)
<S>                                    <C>                          <C>                             <C>
       +300                           (75)%                      $(9,674)                           (33)%
       +200                           (50)                        (5,907)                           (20)
       +100                           (20)                        (2,680)                            (9)
          0                             -                              -                              -
       -100                           (15)                         2,311                              8
       -200                           (25)                         4,847                             17
       -300                           (35)                         8,105                             28

</TABLE>

     As  illustrated  in the table,  NPV is more  sensitive to rising rates than
declining rates. Such difference in sensitivity occurs principally  because,  as
rates rise,  borrowers do not prepay fixed-rate loans as quickly as they do when
interest rates are declining.  Thus, in a rising interest rate environment,  the
amount of interest  Winton would receive on its loans would increase  relatively
slowly  as loans are  slowly  prepaid  and new  loans at higher  rates are made.
Moreover,  the interest Winton would pay on its deposits would increase  rapidly
because  Winton's   deposits   generally  have  shorter  periods  to  repricing.
Assumptions used in calculating the amounts in this table are OTS assumptions.

     As with any method of measuring  interest rate risk,  certain  shortcomings
are inherent in the NPV  approach.  For  example,  although  certain  assets and
liabilities may have similar maturities or periods of repricing,  they may react
in different  degrees to changes in market  interest  rates.  Also, the interest
rates on certain  types of assets and  liabilities  may  fluctuate in advance of
changes in market  interest  rates,  while interest rates on other types may lag
behind  changes in market rates.  Further,  in the event of a change in interest
rates, expected rates of prepayment on loans and mortgage-backed  securities and
early  withdrawal  levels from  certificates  of deposit  would  likely  deviate
significantly from those assumed in making the risk calculations.

     In the event that interest rates rise,  Winton's net interest  income could
be expected to be negatively  affected.  Moreover,  rising  interest rates could
negatively affect Winton's earnings due to diminished loan demand.








                                       23
<PAGE>
        The  following  table sets  forth at the date  indicated,  the  weighted
average  yields  on  Winton's  interest-earning  assets,  the  weighted  average
interest rates on interest-bearing liabilities, the interest rate spread and the
net interest margin on interest-earning assets.

<TABLE>
<CAPTION>
                                                                                            At September 30,        
                                                                              1998               1997              1996 
<S>                                                                            <C>                 <C>               <C>
Weighted average yield on loan portfolio                                       8.28%              8.35%             8.18%
Weighted average yield on mortgage-backed securities                           6.43               6.43              6.18
Weighted average yield on investment securities                                6.11               6.50              6.43
Weighted average yield on other interest-earning assets                        6.46               6.59              7.00
Weighted average yield on all interest-earning assets                          8.05               8.14              7.96
Weighted average interest rate paid on deposits                                5.18               5.31              5.18
Weighted average interest rate paid on borrowings                              5.98               6.22              6.15
Weighted average interest rate paid on all interest-bearing                    5.32               5.48              5.34
    liabilities
Interest rate spread (spread between weighted average interest rate
    on all interest-earning assets and all interest-bearing                    2.73               2.66              2.62
    liabilities)
</TABLE>


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.

     Due to Winton's size relative to the many other  financial  institutions in
its market area,  management  believes  that Winton does not have a  substantial
share of the deposit and loan markets.

     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.

Year 2000 Considerations

     WFC is addressing the potential  problems  associated  with the possibility
that the computers which control or operate Winton's  operating  systems may not
be programmed to read  four-digit date codes and, upon arrival of the year 2000,
may recognize the two-digit code "00" as the year 1900,  causing systems to fail
to function or to  generate  erroneous  date.  Other  concerns  have been raised
regarding  February  29,  2000,  as well as  September  9,  1999,  which are new
calculations challenges that may result in further problems.

     Most  significantly   affected  are  all  forms  of  financial  accounting,
including  interest  computations,  due  dates,  pensions,  personnel  benefits,
investments, legal commitments,  valuations, fixed asset depreciation schedules,
tax filings and financial models. Additional problems may occur on other systems
using computers for processing,  vault  openings,  check  protectors and gas and
electric.  The total impact is currently unknown;  however, it is projected that
failure to address these  programming code issues and make  appropriate  changes
may expose an institution to all types of risks, including credit,  transaction,
liquidity, interest rate, compliance,  reputation,  strategic, price and foreign
exchange.

     Winton has established a Year 2000 team, headed by the systems analyst,  to
analyze the risk of  potential  problems  that might arise from the  failures of
computer  programming  to  recognize  the  year  2000 and to  develop  a plan to
mitigate  any such  risk.  Research  by the  team  indicates  that the  greatest


                                       24
<PAGE>
potential  impact  upon  Winton is the risk  related to vendors  used by Winton,
particularly its data processing service bureau. Quarterly progress reports from
the service  bureau  indicated  levels of manpower and  expertise  sufficient to
amend and test the adequacy of their computer  programming  and systems prior to
the arrival of the year 2000. All other vendors and commercial  customer's  have
been identified and requests for year 2000  certificates  have been forwarded by
Winton.

     The year 2000  team  submits  quarterly  progress  reports  to the Board of
Directors  and has  established  a target date of  December  31,  1998,  for all
required  internal  testing of each  system  utilized,  which is  expected to be
minimal.  The team  estimates  that the  impact  upon the  Company's  results of
operations, liquidity and capital resources will be immaterial.

     Management  has  developed  a  contingency   plan  which  includes   manual
procedures  along with certain  off-line canned  programs.  Management has set a
budget  of  approximately  $100,000  to  ensure  WFC and  Winton  are year  2000
compliant.

     In addition,  financial  institutions  may experience  increases in problem
loans and credit losses in the event that borrowers fail to prepare properly for
Year 2000, and higher funding costs could result if consumers react to publicity
about the issue by  withdrawing  deposits.  Winton is assessing such risks among
its customers.  WFC could also be materially  adversely  affected if other third
parties, such as governmental  agencies,  clearing houses,  telephone companies,
utilities  and other  service  providers  fail to  prepare  properly.  Winton is
therefore  attempting  to assess  these risks and take action to minimize  their
effect.

Subsidiary Activities

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

Personnel

     As of September  30, 1998,  Winton had 93 full-time  equivalent  employees.
Winton  believes that relations with its employees are excellent.  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 a savings and loan association  chartered under the laws of Ohio, 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").

     Congress is considering  legislation  to eliminate the federal  savings and
loan  charter  and  the  separate   federal   regulation  of  savings  and  loan
associations.  Pursuant to such legislation,  Congress may eliminate the OTS and
Winton may be regulated under federal law as a bank or be required to change its
charter.  Such change in  regulation or charter would likely change the range of
activities in which Winton may engage and would probably  subject Winton to more
regulation by the FDIC. In addition, WFC might become subject to a different set
of holding company  regulations  limiting the activities in which WFC may engage


                                       25
<PAGE>
and subjecting WFC to additional  regulatory  requirements,  including  separate
capital requirements.  At this time, WFC cannot predict when or whether Congress
may  actually  pass   legislation   regarding  WFC's  and  Winton's   regulatory
requirements or charter.  Although such legislation,  if enacted, may change the
activities  in  which  WFC  or  Winton  are  authorized  to  engage,  it is  not
anticipated  that  the  current  activities  of  either  WFC or  Winton  will be
materially affected by those activity limits.

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 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.

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,


                                       26
<PAGE>
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 Supervision

     General.  The OTS is an office of the  Department  of the  Treasury  and is
responsible  for  the  regulation  and  supervision  of all  federally-chartered
savings  associations  and all other savings  associations the deposits of which
are insured by the FDIC in the SAIF.  The OTS issues  regulations  governing the
operation of savings  associations,  regularly  examines such  associations  and
imposes  assessments on savings  associations based on their asset size to cover
the costs of general  supervision  and  examination.  The OTS also may  initiate
enforcement actions against savings  associations and certain persons affiliated
with them for  violations  of laws or  regulations  or for engaging in unsafe or
unsound  practices.  If the grounds provided by law exist, the OTS may appoint a
conservator or receiver for a savings association.

     Savings  associations  are subject to  regulatory  oversight  under various
consumer  protection  and fair  lending  laws.  These laws  govern,  among other
things,  truth-in-lending  disclosures,  equal credit  opportunity,  fair credit
reporting  and  community  reinvestment.  Failure to abide by  federal  laws and
regulations  governing  community  reinvestment  could  limit the  ability of an
association to open a new branch or engage in a merger.  Community  reinvestment
regulations  evaluate  how well and to what  extent  an  institution  lends  and
invests in its  designated  service area,  with  particular  emphasis on low- to
moderate-income communities and borrowers in that area.

     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 3% of their total assets.  The
OTS  has  proposed  to  amend  the  core  capital   requirement  so  that  those
associations  that do not have the  highest  examination  rating  and  exceed an
acceptable level of risk will be required to maintain core capital of from 4% to
5%, depending on the association's  examination  rating and overall risk. Winton
does not  anticipate  that it will be  adversely  affected  if the core  capital
requirement regulation is amended as proposed.

     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 $789,000
at September 30, 1998.

     Winton met all of its capital  requirements  at  September  30,  1998.  See
"Management's Discussion and Analysis - Liquidity and Capital Resources."

     The OTS has  adopted an  interest  rate risk  component  to the  risk-based
capital  requirement,  though  the  implementation  of that  component  has been
delayed.  Pursuant to the interest rate risk  component,  a savings  association
will have to  measure  the  effect of an  immediate  200 basis  point  change in
interest rates on the value of its portfolio as determined under the methodology
of the OTS. If the measured  interest rate risk is above the level deemed normal
under the  regulation,  the  association  will be required to deduct one-half of
such excess  exposure from its total  capital when  determining  its  risk-based


                                       27
<PAGE>
capital.  In general, an association with less than $300 million in assets and a
risk-based  capital  ratio in excess of 12% will not be subject to the  interest
rate risk component. Pending implementation of the interest rate risk component,
the OTS has the authority to impose a higher individualized  capital requirement
on any savings  association it deems to have excess  interest rate risk. The OTS
also 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.  All  undercapitalized  associations must submit a
capital   restoration   plan  to  the  OTS   within  45  days   after   becoming
undercapitalized.  Such associations will be subject to increased monitoring and
asset  growth  restrictions  and will be required to obtain  prior  approval for
acquisitions,  branching  and  engaging in new lines of  business.  Furthermore,
critically  undercapitalized  institutions must be placed in  conservatorship or
receivership within 90 days of reaching that capitalization  level, except under
limited  circumstances.  Under  such  regulations,  unless  an  association  has
received  the highest  possible  examination  rating,  the  association  will be
subject to restrictive action by the OTS if it does not maintain core capital of
at least 4%.  Winton's  capital at September 30, 1998, met the standards for the
highest category, a "well-capitalized" institution.

     Federal  law  prohibits  a  savings   association  from  making  a  capital
distribution to anyone or paying management fees to any person having control of
the association if, after such distribution or payment, the association would be
undercapitalized.  In addition,  each company  controlling  an  undercapitalized
association  must  guarantee that the  association  will comply with its capital
plan until the association has been adequately  capitalized on an average during
each of four preceding calendar quarters and must provide adequate assurances of
performance.  The aggregate  liability  pursuant to such guarantee is limited to
the lesser of (a) an amount equal to 5% of the association's total assets at the
time  the  institution  became  undercapitalized  and  (b)  the  amount  that is
necessary to bring the association  into  compliance with all capital  standards
applicable to such association at the time the association  fails to comply with
its capital restoration plan.

     Liquidity.  OTS regulations require that a savings association  maintain an
average daily balance of liquid assets (cash,  certain time  deposits,  bankers'
acceptances  and specified  United States  government,  state or federal  agency
obligations)  equal  to a  monthly  average  of not  less  than  4.0% of its net
withdrawable savings deposits payable in one year plus borrowings payable in one
year or less.  Monetary  penalties may be imposed upon  associations  failing to
meet these liquidity requirements. The eligible liquidity of Winton at September
30, 1998,  was  approximately  $37.4  million,  or 19.3%,  and exceeded the 4.0%
liquidity requirement by approximately $29.5 million.

     Qualified Thrift Lender Test. Savings associations are required to meet the
QTL  test.   Prior  to  September  30,  1996,  the  QTL  test  required  savings
associations  to maintain a specified  level of  investments  in assets that are
designated as qualifying thrift investments ("QTI"), which are generally 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 such 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.  Effective September 30, 1996, a savings association may
also 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  test  under  certain
circumstances.  If a  savings  association  fails  to  meet  the QTL  test,  the
association  and its holding  company  become  subject to certain  operating and
regulatory  restrictions.  A savings association that fails to meet the QTL test
will not be eligible for new FHLB  advances.  At September 30, 1998,  Winton met
the QTL test.

     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

                                       28
<PAGE>
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, 1998,  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, 1998.

     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, 1998.

     Limitations on Capital Distributions.  The OTS imposes various restrictions
or requirements  on the ability of  associations to make capital  distributions,
including dividend  payments.  An association which has converted from mutual to
stock  form is  prohibited  from  declaring  or  paying  any  dividends  or from
repurchasing any of its stock if, as a result,  the net worth of the association
would be reduced below the amount  required to be maintained for the liquidation
account  established  in  connection  with its mutual to stock  conversion.  OTS
regulations also establish a three-tier  system limiting  capital  distributions
according  to  ratings  of  associations   based  on  their  capital  level  and
supervisory condition.

     Tier 1  consists  of  associations  that,  before  and after  the  proposed
distribution,  meet their fully phased-in capital requirements.  Associations in
this category may make capital  distributions during any calendar year up to the
greater of (i) 100% of net income, current year-to-date,  plus 50% of the amount
by which the lesser of the association's  tangible,  core or risk-based  capital
exceeds its fully phased-in capital  requirement for such capital component,  as
measured at the beginning of the calendar year,  and (ii) the amount  authorized
for a Tier 2 association. A Tier 1 association deemed to be in need of more than
normal  supervision  by  the  OTS  may  be  downgraded  to a  Tier  2 or  Tier 3
association.  Winton meets the requirements for a Tier 1 association and has not
been notified of any need for more than normal supervision.

     As a subsidiary of WFC,  Winton is required to give the OTS 30 days' notice
prior  to  declaring  any  dividend  on its  stock.  The OTS may  object  to the
distribution during such 30-day period based on safety and soundness concerns.

     Holding  Company  Regulation.  WFC is a savings  and loan  holding  company
within the meaning of the HOLA. As such, 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.


                                       29
<PAGE>

     As a  unitary  savings  and loan  holding  company,  WFC  generally  has no
restrictions  on  its   activities.   Such  companies  are  the  only  financial
institution holding companies which may engage in any commercial, securities and
insurance  activities without restriction.  Congress is considering  legislation
which may limit  WFC's  ability  to  engage  in these  activities.  It cannot be
predicted  whether and in what form these proposals  might become law.  However,
such limits would not impact WFC's current  activities,  which consist solely of
holding  stock of  Winton.  The broad  latitude  to engage in  activities  under
current law can be restricted.  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,  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  holding  company  would  become
subject to the activities restrictions applicable to multiple holding companies.
At September 30, 1998, Winton met both those tests.

     If WFC acquired control of another savings institution,  other than through
a merger or other business  combination with Winton, WFC would become a multiple
savings and loan holding company. Unless the acquisition was an emergency thrift
acquisition  and each  subsidiary  savings  association  met the QTL  test,  the
activities  of WFC and any of its  subsidiaries  (other  than  Winton  or  other
subsidiary  savings  associations)  would  thereafter  be  subject  to  activity
restrictions.  The HOLA provides that,  among other things,  no multiple savings
and loan holding company or subsidiary thereof that is not a savings institution
shall  commence  or  continue  for a limited  period of time  after  becoming  a
multiple  savings and loan holding company or subsidiary  thereof,  any business
activity  other than (i)  furnishing  or  performing  management  services for a
subsidiary  savings  institution,  (ii) conducting an insurance agency or escrow
business,  (iii) holding,  managing or  liquidating  assets owned by or acquired
from a subsidiary savings institution,  (iv) holding or managing properties used
or occupied by a subsidiary  savings  institution,  (v) acting as trustee  under
deeds of trust, (vi) those activities  previously directly authorized by federal
regulation as of March 5, 1987, to be engaged in by multiple holding  companies,
or (vii) those activities  authorized by the FRB as permissible for bank holding
companies,  unless the OTS by regulation prohibits or limits such activities for
savings and loan holding  companies.  Those activities  described in (vii) above
must also be approved by the OTS prior to being engaged in by a multiple holding
company.

     The OTS may approve  acquisitions  resulting in the formation of a multiple
savings and loan holding company that controls savings associations in more than
one  state  only if the  multiple  savings  and loan  holding  company  involved
controls a savings  association  that  operated  a home or branch  office in the
state of the  association  to be acquired as of March 5, 1987, or if the laws of
the state in which the institution to be acquired is located specifically permit
institutions to be acquired by state-chartered  institutions or savings and loan
holding companies located in the state where the acquiring entity is located (or
by a holding company that controls such state-chartered  savings  institutions).
As under prior law, the OTS may approve an  acquisition  resulting in a multiple
savings and loan holding company controlling  savings  associations in more than
one state in the case of certain  emergency  thrift  acquisitions.  Bank holding
companies have had more expansive authority to make interstate acquisitions than
savings and loan holding companies since August 1995.

     Federal  Regulation  of  Acquisitions  of  Control  of WFC and  Winton.  In
addition to the Ohio law limitations on the merger and acquisition of Winton and
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  as a savings and loan
holding company.

     In  addition,  any merger of Winton  must be approved by the OTS as well as
the Superintendent. Further, any merger of WFC in which WFC is not the resulting
company must also be approved by both the OTS and the Superintendent.

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

                                       30

<PAGE>
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.

     Prior to September  1996, the SAIF's ratio of reserves to insured  deposits
was  significantly  below the level  required by law,  while the BIF's ratio was
above the required level. As a result,  institutions with SAIF-insured  deposits
were  paying  higher  deposit  insurance   assessments  than  institutions  with
BIF-insured deposits.  Federal legislation providing for the recapitalization of
the SAIF became effective in September 1996 and included a special assessment of
$.657 per $100 of  SAIF-insured  deposits  held at March 31,  1995.  Winton  had
approximately  $195.6  million in deposits at March 31, 1995, and paid a special
assessment of $1.3 million.

     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
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'
activities and investments at September 30, 1998, were permissible for a federal
association.

FRB Reserve Requirements

     Effective December 1, 1998, FRB regulations require savings associations to
maintain reserves of 3% of net transaction  accounts (primarily NOW accounts) up
to $46.5 million (subject to an exemption of up to $4.9 million),  and of 10% of
net  transaction  accounts in excess of $46.5  million.  At September  30, 1998,
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 $4.0 million at September 30, 1998.

     FHLB  advances to member  institutions  who meet the QTL Test are generally
limited  to the  lower of (i) 25% of the  member's  assets  or (ii) 20 times the
member's investment in FHLB stock. At September 30, 1998, Winton's maximum limit
on advances was  approximately  $80.0 million.  The granting of advances is also
subject to the FHLB's collateral and credit underwriting guidelines.

     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
of the following  categories:  fully-disbursed,  whole first  mortgage  loans on
improved  residential  property or securities  representing  a whole interest in
such  loans;  securities  issued,  insured or  guaranteed  by the United  States
Government  or an agency  thereof;  deposits  in any FHLB;  or other real estate
related collateral (up to 30% of the member association's capital) acceptable to
the FHLB, if such collateral has a readily  ascertainable value and the FHLB can
perfect its security interest in the collateral.


                                       31
<PAGE>

     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, 1998, is $25.8  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
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


                                       32
<PAGE>
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,  1998,  the  pre-1988  reserves of Winton for tax purposes
totaled  approximately $1.1 million.  Winton believes it had approximately $19.7
million of accumulated earnings and profits for tax purposes as of September 30,
1998, 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.

     The tax returns of Winton have been audited or closed without audit through
fiscal year 1994. 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.  The rate of tax is
the greater of (i) 5.1% on the first $50,000 of computed Ohio taxable income and
8.9% of computed  Ohio taxable  income in excess of $50,000 or (ii) 0.582% times
taxable 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.

     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 1.5% of the taxable book
net worth of Winton determined in accordance with generally accepted  accounting

                                       33

<PAGE>
principles.  For  tax  year  1999,  however,  the  franchise  tax  on  financial
institutions  will be 1.4% of the  taxable  book net worth and for tax year 2000
and years  thereafter  the tax will be 1.3% of the taxable book net worth.  As a
"financial  institution," Winton is not subject to any tax based upon net income
or net profits imposed by the State of Ohio.

Item 2.          Description of Property

     The following  table sets forth certain  information at September 30, 1998,
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                 $853
Cincinnati, Ohio  45247

Branch offices:

601 Main Street                   leased                      N/A                4,100                    -
Cincinnati, Ohio  45202

4517 Vine Street
Cincinnati, Ohio  45217           owned                       1932               2,600                $  75

10575 Harrison Avenue
Harrison, Ohio  45030             owned                       1981               4,800                 $367

7014 Vine Street
Cincinnati, Ohio  45216           owned                       1897               3,200                $  91
</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
     1996 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 $2.9 million at September 30, 1998.

Item 3.          Legal Proceedings

     A class action complaint was filed against Winton on September 28, 1998, in
the Court of Common Pleas of Hamilton County Ohio. The case is styled Spencer v.
Winton  Savings & Loan Co.,  et al.,  Case # A9805495  and  alleges  that Winton
violated  Ohio  Revised  Code  ss.   5301.36  by  failing  to  record   mortgage
satisfactions  within 90 days  from the date of  satisfaction.  Currently,  only
David and Kellie Spencer,  a single mortgagor of Winton's,  have sued;  however,
there are class action allegations in the complaint.  To date, there has been no
motion to  certify  the  class.  Ohio  Revised  Code  ss.5301.35  states  that a
mortgagor  may  recover  $250 in a  civil  action  if the  90-day  provision  is
violated,  but does not preclude any other legal  remedies to which an aggrieved
mortgagor may be entitled.  In this case,  plaintiffs seek statutory  damages in
the amount of $250,  and all other relief to which they may be  entitled.  Until
the class is certified, management cannot predict Winton's total exposure.

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, 1998.


                                       34
<PAGE>

                                     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, 1998 (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 is included under the heading "Asset/Liability Management"
in Item 1, "Description of Business," on pages 20 through 24 of this document.

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 1998
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.

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


                                       35
<PAGE>
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 1998 Annual Report to Shareholders

               Item 20      Proxy Statement for 1999 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 and 401(k) Profit 
                            Sharing Plan

               Item 27.1    1998 Financial Data Schedule

               Item 27.2    Restated 1997 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,  1997,   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.













                                       36
<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 18, 1998.

                                                 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/ Robert J. Bollin 
    Jill M. Burke,                                     Robert J. Bollin,
    Principal Financial Officer                        Director
    and Principal Accounting
    Officer



Date: December 18, 1998                             Date: December 18, 1998



By /s/ Robert E. Hoeweler                           By /s/ Thomas H. Humes
    Robert E. Hoeweler,                                 Thomas H. Humes,
    Director                                            Director



Date: December 18, 1998                             Date: December 18, 1998



By /s/ Timothy M. Mooney                            By /s/ William J. Parchman
    Timothy M. Mooney,                                  William J. Parchman,
    Director                                            Director



Date: December 18, 1998                             Date: December 18, 1998


By /s/ Henry L. Schulhoff                           By /s/ J. Clay Stinnett
    Henry L. Schulhoff,                                 J. Clay Stinnett,
    Director                                            Director


Date: December 18, 1998                             Date: December 18, 1998



                                       36
<PAGE>


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

EXHIBIT
NUMBER          DESCRIPTION                                                  PAGE NUMBER
<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
                Loan Co. Employee Stock Ownership Plan

   10.3         Amendment No. 2 to The Winton Savings and
                Loan Co. Employee Stock Ownership Plan

   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        Employment Agreement between WFC, Winton and Robert L.        Incorporated by reference to Quarterly
               Bollin, dated May 22, 1998                                    Report on Form 10-QSB for the quarter ended 
                                                                             June 30, 1998, filed by WFC with the SEC
                                                                             in August 1998 (the "6/98 10-QSB"),
                                                                             Exhibit 10.2

   10.6        Employment Agreement between WFC, Winton and Gregory J.       Incorporated by reference to the 6/98
               Bollin, dated May 22, 1998                                    10-QSB, Exhibit 10.1

   10.7        Employment Agreement between WFC, Winton and James M.         Incorporated by reference to Quarterly
               Brigger, dated May 1, 1996                                    Report Form 10-QSB for the quarter ended
                                                                             June 30, 1996 filed by WFC with the SEC
                                                                             in August, 1996 (the "6/96 10-QSB")

   10.8        Employment Agreement between WFC, Winton and Jill M. Burke,   Incorporated by reference to the 6/96 10-QSB
               dated May 1, 1996

   10.9        Employment Agreement between WFC, Winton and Mary Ellen       Incorporated by reference to the 6/96 10-QSB
               Lovett

</TABLE>

                                       37
<PAGE>
<TABLE>
<CAPTION>

<S>                           <C>                                                                   <C>
   10.10      Employment Agreement between WFC, Winton and Anthony G.         Incorporated by reference to the 6/96 10-QSB
              Gerstner, dated May 1, 1996

   10.11      Severance Agreement between WFC and Jill M. Burke, dated        Incorporated by reference to the 6/98
              May 22, 1998                                                    10-QSB, Exhibit 10.3

   13         Portions of the Winton Financial Corporation 1998 Annual
              Report to Shareholders

   20         Proxy Statement for the 1999 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 and 401(k) Profit Sharing Plan

   27.1       1998 Financial Data Schedule

   27.2       Restated 1997 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,  1997,  for the
              Winton Savings & Loan Company 401(k) Plan
</TABLE>

















                                       38