SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                                   (Mark One)

[X]        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30,
           2002 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: 000-25219

                                 LINCOLN BANCORP
               (Exact name of registrant specified in its charter)

              Indiana                                   35-2055553
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                       Identification Number)

                              1121 East Main Street
                         Plainfield, Indiana 46168-0510
          (Address of principal executive offices, including Zip Code)

                                 (317) 839-6539
              (Registrant's telephone number, including area code)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  report),  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The  number of shares of the  Registrant's  common  stock,  without  par  value,
outstanding as of September 30, 2002 was 4,789,778.






<PAGE>



                         LINCOLN BANCORP AND SUBSIDIARY
                                    FORM 10-Q

                                      INDEX

                                                                        Page No.

FORWARD LOOKING STATEMENT                                                     3

PART I.  FINANCIAL INFORMATION                                                4

Item 1.  Financial Statements                                                 4

             Consolidated Condensed Balance Sheets                            4

             Consolidated Condensed Statements of Income                      5

             Consolidated Condensed Statements of Comprehensive Income        6

             Consolidated Condensed Statement of Shareholders' Equity         7

             Consolidated Condensed Statements of Cash Flows                  8

             Notes to Unaudited Consolidated Condensed Financial Statements   9

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations.                                          10

Item 3.  Quantitative and Qualitative Disclosures about Market Risk          14

Item 4.  Controls and Procedures                                             15

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                   15
Item 2.  Changes in Securities and Use of Proceeds                           15
Item 3.  Defaults Upon Senior Securities                                     16
Item 4.  Submission of Matters to a Vote of Security Holders                 16
Item 5.  Other Information                                                   16
Item 6.  Exhibits and Reports on Form 8-K                                    16

SIGNATURES                                                                   17




<PAGE>




                            FORWARD LOOKING STATEMENT

This  Quarterly  Report on Form 10-Q ("Form  10-Q")  contains  statements  which
constitute  forward  looking  statements  within  the  meaning  of  the  Private
Securities Litigation Reform Act of 1995. These statements appear in a number of
places in this Form 10-Q and include  statements  regarding the intent,  belief,
outlook, estimate or expectations of the Company (as defined in the notes to the
consolidated  condensed  financial  statements),  its  directors or its officers
primarily with respect to future events and the future financial  performance of
the  Company.  Readers  of this Form 10-Q are  cautioned  that any such  forward
looking  statements  are not  guarantees  of future  events or  performance  and
involve risks and  uncertainties,  and that actual results may differ materially
from those in the forward looking statements as a result of various factors. The
accompanying  information  contained  in this  Form  10-Q  identifies  important
factors that could cause such  differences.  These  factors  include  changes in
interest   rates;   loss  of  deposits  and  loan  demand  to  other   financial
institutions;  substantial changes in financial markets;  changes in real estate
values and the real estate market; or regulatory changes.



<PAGE>
<TABLE>
<CAPTION>

PART I  FINANCIAL INFORMATION
Item 1.  Financial Statements

                         LINCOLN BANCORP AND SUBSIDIARY
                      Consolidated Condensed Balance Sheets

                                                                                   September 30,         December 31,
                                                                                        2002                 2001
                                                                                --------------------- --------------------
                                                                                      (Unaudited)
  Assets
<S>                                                                             <C>                      <C>
       Cash and due from banks                                                  $     1,992,239          $  2,434,342
       Short-term interest-bearing demand deposits in other banks                    22,427,187             7,968,681
                                                                                --------------------- --------------------
           Cash and cash equivalents                                                 24,419,426            10,403,023
       Interest-bearing deposits                                                                            1,900,030
       Investment securities
           Available for sale                                                        99,447,650            97,858,831
           Held to maturity                                                           1,780,000             1,800,000
                                                                                --------------------- --------------------
                Total investment securities                                         101,227,650            99,658,831
       Loans held for sale                                                            7,454,271             2,330,181
       Loans                                                                        342,195,044           355,334,443
           Allowance for loan losses                                                  2,811,413             2,648,111
                                                                                --------------------- --------------------
                Net Loans                                                           339,383,631           352,686,332
       Premises and equipment                                                         6,257,190             5,486,033
       Investments in limited partnerships                                            1,417,777             1,534,777
       Federal Home Loan Bank stock                                                   7,734,400             7,734,400
       Interest receivable                                                            2,142,732             2,459,230
       Goodwill                                                                       1,563,594             1,563,594
       Other assets                                                                   6,681,897             6,914,002
                                                                                --------------------- --------------------

           Total assets                                                         $   498,282,568         $ 492,670,433
                                                                                ===================== ====================

  Liabilities
       Deposits
           Noninterest-bearing                                                  $    11,827,654         $   9,229,089
           Interest-bearing                                                         242,921,459           242,877,247
                                                                                --------------------- --------------------
                Total deposits                                                      254,749,113           252,106,336
       Securities sold under repurchase agreements                                   10,000,000            15,000,000
       Federal Home Loan Bank advances                                              143,146,252           133,120,613
       Note payable                                                                     248,501               737,001
       Interest payable                                                                 912,580             1,159,166
       Other liabilities                                                              5,841,379             4,304,012
                                                                                --------------------- --------------------
           Total liabilities                                                        414,897,825           406,427,128
                                                                                --------------------- --------------------
  Commitments and Contingencies

  Shareholders' Equity
       Preferred stock,  without par value
           Authorized and unissued - 2,000,000 shares
       Common stock, without par value
           Authorized - 20,000,000 shares
           Issued and outstanding - 4,789,778 and  5,154,920 shares                  46,747,277            50,342,175
       Retained earnings                                                             41,991,278            42,712,497
       Accumulated other comprehensive income                                           595,403              (56,790)
       Unearned recognition and retention plan (RRP) shares                          (1,757,095)          (2,293,777)
       Unearned employee stock ownership plan (ESOP) shares                          (4,192,120)          (4,460,800)
                                                                                --------------------- --------------------
           Total shareholders' equity                                                83,384,743            86,243,305
                                                                                --------------------- --------------------

           Total liabilities and shareholders' equity                           $   498,282,568         $ 492,670,433
                                                                                ===================== ====================
</TABLE>

  See notes to consolidated condensed financial statements.

<PAGE>
                         LINCOLN BANCORP AND SUBSIDIARY
                   Consolidated Condensed Statements of Income
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                       Three Months Ended                Nine Months Ended
                                                                         September 30,                      September 30,
                                                                  --------------- ---------------- ---------------- ----------------
                                                                     2002             2001             2002             2001
                                                                  --------------- ---------------- ---------------- ----------------

Interest Income
<S>                                                               <C>            <C>              <C>                <C>
     Loans, including fees                                        $  6,302,880   $  6,595,556     $ 18,706,833       $ 20,219,956
     Investment securities                                           1,520,286      1,900,764        4,408,701          6,286,862
     Deposits with financial institutions                               90,322        225,902          250,396            473,187
     Dividend income                                                   121,843        141,338          356,789            443,351
                                                                  --------------- ---------------- ---------------- ----------------
         Total interest and dividend income                          8,035,331      8,863,560       23,722,719         27,423,356
                                                                  --------------- ---------------- ---------------- ----------------

Interest Expense
     Deposits                                                        1,903,226      2,944,015        5,882,785          9,590,131
     Repurchase agreements                                             156,911        491,338          568,097            654,871
     Federal Home Loan Bank advances                                 1,766,779      1,403,127        5,208,397          5,159,439
                                                                  --------------- ---------------- ---------------- ----------------
         Total interest expense                                      3,826,916      4,838,480       11,659,279         15,404,441
                                                                  --------------- ---------------- ---------------- ----------------

Net Interest Income                                                  4,208,415      4,025,080       12,063,440         12,018,915
     Provision  for loan losses                                         82,926         88,900          162,912            227,478
                                                                  --------------- ---------------- ---------------- ----------------
Net Interest Income After Provision for Loan Losses                  4,125,489      3,936,180       11,900,528         11,791,437
                                                                  --------------- ---------------- ---------------- ----------------

Other Income
     Service charges on deposit accounts                               190,654        173,753          541,009            486,209
     Net realized and unrealized gains on loans                        665,326        116,862        1,087,082            416,388
     Net realized gains on sales of available for sale securities      165,110                         165,110
     Equity in losses of limited partnerships                          (39,000)                       (117,000)          (193,200)
     Other income                                                      285,669        299,921          834,131            721,432
                                                                  --------------- ---------------- ---------------- ----------------
         Total other income                                          1,267,759        590,536        2,510,332          1,430,829
                                                                  --------------- ---------------- ---------------- ----------------

Other Expenses
     Salaries and employee benefits                                  1,685,482      1,623,792        4,866,025          4,710,200
     Net occupancy expenses                                            169,844        156,265          482,083            463,846
     Equipment expenses                                                171,043        144,134          506,978            467,828
     Advertising and business development                              111,789        115,105          308,380            343,469
     Data processing fees                                              259,143        262,169          811,554            770,364
     Professional fees                                                 116,671        102,011          297,390            304,176
     Director and committee fees                                        56,309         70,410          180,549            206,424
     Mortgage servicing rights amortization                             81,103         79,694          243,208            167,959
     Other expenses                                                    518,480        499,336        1,422,059          1,292,589
                                                                  --------------- ---------------- ---------------- ----------------
         Total other expenses                                        3,169,864      3,052,916        9,118,226          8,726,855
                                                                  --------------- ---------------- ---------------- ----------------

Income Before Income Tax                                             2,223,384      1,473,800        5,292,634          4,495,411
     Income tax expense                                                780,383        473,389        1,797,949          1,457,439
                                                                  --------------- ---------------- ---------------- ----------------

Net Income                                                        $  1,443,001    $  1,000,411     $  3,494,685      $  3,037,972
                                                                  =============== ================ ================ ================

Basic earnings per share                                             $   .33         $     .21         $    .80          $    .62
Diluted earnings per share                                               .32               .21              .77               .62
Dividends per share                                                      .10               .09              .30               .27
</TABLE>


See notes to consolidated condensed financial statements.


<PAGE>

                         LINCOLN BANCORP AND SUBSIDIARY
            Consolidated Condensed Statements of Comprehensive Income
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                    Three Months Ended                     Six Months Ended
                                                                      September 30,                         September 30,
                                                          ------------------ -------------------- ----------------- ----------------
                                                                2002                2001                2002              2001
                                                          ------------------ -------------------- ----------------- ----------------

<S>                                                            <C>                <C>                 <C>                <C>
  Net Income                                                   $1,443,001         $ 1,000,411         $3,494,685         $ 3,037,972
  Other comprehensive income, net of tax
        Unrealized gains on securities available for
        sale

            Unrealized holding gains arising during the
            period, net of tax benefit of  $266,625,
            $754,382, $473,488 and $1,287,541                     445,780           1,150,142            761,166           1,963,004
            Less: Reclassification adjustment for
            gains included in net income, net of tax
            expense of $56,137 and $56,137                        108,973                                108,973
                                                          ------------------ -------------------- ----------------- ----------------
                                                                  336,807           1,150,142            652,193           1,963,004
                                                          ------------------ -------------------- ----------------- ----------------
   Comprehensive income                                        $1,779,808         $ 2,150,553         $4,146,878         $ 5,000,976
                                                          ================== ==================== ================= ================
</TABLE>


See notes to consolidated condensed financial statements.


<PAGE>



                         LINCOLN BANCORP AND SUBSIDIARY
            Consolidated Condensed Statement of Shareholders' Equity
                  For the Nine Months Ended September 30, 2002
                                   (Unaudited)

<TABLE>
<CAPTION>

                                        Common Stock                         Accumulated
                                 ----------------------------                   Other                       Unearned
                                    Shares                     Retained     Comprehensive      Unearned       ESOP
                                  Outstanding     Amount       Earnings        Loss         Compensation     Shares        Total
                                 ---------------------------------------------------------------------------------------------------

<S>               <C>              <C>         <C>            <C>             <C>           <C>           <C>           <C>
Balances, January 1, 2002          5,154,920   $ 50,342,175   $42,712,497     $ (56,790)    $(2,293,777)  $(4,460,800)  $86,243,305

  Net income for the period                                     3,494,685                                                 3,494,685
  Unrealized gains on
    securities, net of
    reclassification adjustment                                                 652,193                                     652,193
  Purchase of common stock          (390,273)    (3,902,730)   (3,072,837)                                               (6,975,567)
  Stock options exercised             25,131        307,832                                                                 307,832
  ESOP shares earned                                              229,524                                     268,680       498,204
  Amortization of unearned
    compensation expense                                          (26,992)                       536,682                    509,690
  Cash dividends ($.30 per share)                              (1,345,599)                                               (1,345,599)
                                 ---------------------------------------------------------------------------------------------------

Balances, September 30, 2002       4,789,778   $ 46,747,277   $41,991,278      $595,403     $(1,757,095)  $(4,192,120)  $83,384,743
                                 ===================================================================================================

</TABLE>



See notes to consolidated condensed financial statements.



<PAGE>
<TABLE>
<CAPTION>
                         LINCOLN BANCORP AND SUBSIDIARY
                 Consolidated Condensed Statements of Cash Flows
                                   (Unaudited)

                                                                                                  Nine Months Ended
                                                                                                    September 30,
                                                                                         -------------------- -------------------
                                                                                               2002                2001
                                                                                         -------------------- -------------------
  Operating Activities
<S>                                                                                      <C>                  <C>
       Net income                                                                        $   3,494,685       $    3,037,972
       Adjustments to reconcile net income to net cash provided by (used in) operating
          activities
         Provision for loan losses                                                             162,912              227,478
         Investment securities gains                                                          (165,110)
         Loss on sale of foreclosed real estate                                                107,614               14,034
         Investment securities amortization (accretion), net                                   218,837             (324,845)
         Equity in losses of limited partnerships                                              117,000              193,200
         Amortization of net loan origination fees                                            (475,124)            (417,264)
         Depreciation and amortization                                                         421,820              429,757
         Amortization of purchase accounting adjustments                                        44,140               90,885
         Amortization of unearned compensation expense                                         509,690              529,155
         ESOP shares earned                                                                    498,204              377,994
         Net change in:
           Interest receivable                                                                 316,498              387,610
           Interest payable                                                                   (246,586)            (190,941)
           Loans held for sale                                                              (5,124,090)
         Other adjustments                                                                   1,103,863              208,574
                                                                                         -------------------- -------------------
                Net cash provided by operating activities                                      984,353            4,563,609
                                                                                         -------------------- -------------------

  Investing Activities
       Net change in interest-bearing deposits                                               1,900,030           (1,009,040)
       Purchases of securities available for sale                                          (19,511,510)          (7,601,257)
       Proceeds from sales of securities available for sale                                  5,218,750
       Proceeds from maturities of securities available for sale                            31,941,967           32,518,407
       Purchases of securities held to maturity                                                                  (1,800,000)
       Proceeds from maturities of securities held to maturity                                  20,000              500,000
       Net change in loans                                                                  (4,830,272)         (10,690,578)
       Purchases of property and equipment                                                  (1,192,977)            (627,918)
       Proceeds from sale of foreclosed  real estate                                           368,466               78,864
                                                                                         -------------------- -------------------
                Net cash provided by investing activities                                   13,914,454           11,368,478
                                                                                         -------------------- -------------------

  Financing Activities
       Net change in
          Noninterest-bearing, interest-bearing demand,
            money market and savings deposits                                                6,374,485            9,355,893
          Certificates of deposit                                                           (3,751,885)            (112,458)
          Short-term repurchase agreements                                                  (5,000,000)             400,000
       Proceeds from FHLB advances                                                          30,000,000           20,000,000
       Repayment of FHLB advances                                                          (20,000,000)         (32,000,000)
       Payment on note payable to limited partnership                                         (488,500)            (488,500)
       Dividends paid                                                                       (1,378,411)          (1,382,367)
       Purchase of common stock                                                             (6,975,567)          (5,565,270)
       Stock options exercised                                                                 307,832              207,385
       Net change in advances by borrowers for taxes and insurance                              29,642              685,178
                                                                                         -------------------- -------------------
                Net cash used in financing activities                                         (882,404)          (8,900,139)
                                                                                         -------------------- -------------------

  Net Change in Cash and Cash Equivalents                                                   14,016,403            7,031,948

  Cash and Cash Equivalents, Beginning of Period                                            10,403,023           10,985,843
                                                                                         -------------------- -------------------

  Cash and Cash Equivalents, End of Period                                               $  24,419,426       $   18,017,791
                                                                                         ==================== ===================

  Additional Cash Flows and Supplementary Information
       Interest paid                                                                     $  11,905,865       $   15,595,382
       Income tax paid                                                                       1,280,000            1,530,000
       Loan balances transferred to foreclosed real estate                                     302,664              420,008
       Securitization of loans                                                              18,222,209
       Due to broker                                                                                              2,026,250
</TABLE>

  See notes to consolidated condensed financial statements.



<PAGE>
                         LINCOLN BANCORP AND SUBSIDIARY
         Notes to Unaudited Consolidated Condensed Financial Statements

Note 1: Basis of Presentation

The consolidated  financial  statements  include the accounts of Lincoln Bancorp
(the "Company"),  its wholly owned  subsidiary,  Lincoln Federal Savings Bank, a
federally  chartered  savings bank ("Lincoln  Federal"),  and Lincoln  Federal's
wholly owned  subsidiaries,  LF Service  Corporation ("LF Service") and Citizens
Loan  and  Service  Corporation  ("CLSC"),  both  Indiana  corporations,  and LF
Portfolio Services, Inc. ("LF Portfolio"),  a Delaware corporation. A summary of
significant  accounting  policies  is set forth in Note 1 of Notes to  Financial
Statements included in the December 31, 2001 Annual Report to Shareholders.  All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

The interim  consolidated  financial statements have been prepared in accordance
with instructions to Form 10-Q, and therefore do not include all information and
footnotes  necessary for a fair presentation of financial  position,  results of
operations  and cash flows in  conformity  with  generally  accepted  accounting
principles.

The interim consolidated financial statements at September 30, 2002, and for the
three and nine months ended  September 30, 2002 and 2001,  have not been audited
by  independent  accountants,  but reflect,  in the opinion of  management,  all
adjustments  (which  include  only normal  recurring  adjustments)  necessary to
present fairly the financial position,  results of operations and cash flows for
such  periods.  The  results  of  operations  for the nine  month  period  ended
September 30, 2002, are not  necessarily  indicative of the results which may be
expected for the entire year. The  consolidated  condensed  balance sheet of the
Company as of December 31, 2001 has been  derived from the audited  consolidated
balance sheet of the Company as of that date.

Note 2: Earnings Per Share

Earnings per share have been  computed  based upon the  weighted-average  common
shares  outstanding.  Unearned  Employee  Stock  Ownership Plan shares have been
excluded from the computation of average common shares outstanding.

<TABLE>
<CAPTION>
                                              Three Months Ended                                Three Months Ended
                                              September 30, 2002                                September 30, 2001
                                              ------------------                                ------------------
                                                  Weighted           Per                            Weighted       Per
                                                   Average          Share                           Average       Share
                                      Income       Shares           Amount              Income       Shares       Amount
     Basic earnings per share
       Income available to
<S>                                   <C>          <C>                <C>           <C>            <C>               <C>
       common shareholders            $1,443,001   4,339,497          $ .33         $ 1,000,411    4,740,953         $ .21
                                                                ===========                                    ===========

     Effect of dilutive RRP
     awards and stock options                        157,396                                          95,368
                                   ------------- --------------                ---------------- --------------

     Diluted earnings per share
       Income available to
       common shareholders and
       assumed conversions            $1,443,001   4,496,893          $ .32          $1,000,411    4,836,321         $ .21
                                   ============= ============== ===========    ================ ============== ===========

</TABLE>

<TABLE>
<CAPTION>

                                              Nine Months Ended                            Nine Months Ended
                                             September 30, 2002                            September 30, 2001
                                             ------------------                            ------------------
                                                  Weighted                                         Weighted
                                                   Average        Per Share                         Average     Per Share
                                      Income       Shares           Amount          Income          Shares        Amount
                                      ------       ------           ------          ------          ------        ------
  Basic earnings per share
    Income available to common
<S>                                  <C>            <C>               <C>            <C>           <C>               <C>
      shareholders                   $3,494,685     4,387,604         $ .80          $3,037,972    4,864,383         $ .62
                                                                 ===========                                    ===========

  Effect of dilutive RRP awards
  and stock options                                   157,503                                         62,081
                                   ------------- ---------------                ---------------- --------------

  Diluted earnings per  share
    Income available to  common
      shareholders and assumed
      conversions                    $3,494,685     4,545,107         $ .77          $3,037,972    4,926,464         $ .62
                                   ============= =============== ===========    ================ ============== ===========
</TABLE>

Note 3: Effect of Recent Accounting Pronouncements

The Financial Accounting Standards Board recently adopted Statement of Financial
Accounting  Standards ("SFAS") 142, Goodwill and Other Intangible  Assets.  This
Statement  establishes  new financial  accounting  and  reporting  standards for
acquired  goodwill and other  intangible  assets.  The  Statement  addresses how
intangible assets that are acquired individually or with a group of other assets
(but not those  acquired in a business  combination)  should be accounted for in
financial statements upon their acquisition.  It also addresses how goodwill and
other intangible  assets  (including  those acquired in a business  combination)
should be  accounted  for  after  they have  been  initially  recognized  in the
financial  statements.  SFAS 142 was effective for fiscal years  beginning after
December  15,  2001.  In  adopting  SFAS  142,  the  goodwill  will no longer be
amortized after 2001, but will subject to testing for impairment.

Note 4: Reclassifications

Certain  reclassifications  have  been made to the 2001  consolidated  condensed
financial statements to conform to the September 30, 2002 presentation.


Item 2: Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

General

The Company was  organized in September  1998. On December 30, 1998, it acquired
the common stock of Lincoln  Federal upon the conversion of Lincoln Federal from
a federal mutual savings bank to a federal stock savings bank.

Lincoln  Federal was originally  organized in 1884 as Ladoga Federal Savings and
Loan Association, located in Ladoga, Indiana. In 1979 Ladoga Federal merged with
Plainfield  First Federal  Savings and Loan  Association,  a federal savings and
loan association located in Plainfield,  Indiana which was originally  organized
in 1896.  Following  the merger,  the Bank  changed its name to Lincoln  Federal
Savings and Loan  Association  and, in 1984,  adopted its current name,  Lincoln
Federal  Savings  Bank.  On September 26, 2000,  the Company  acquired  Citizens
Bancorp ("Citizens"),  the holding company of Citizens Savings Bank of Frankfort
("Citizens  Savings"),  a federally  chartered savings bank. Citizens was merged
into the  Company  and  Citizens  Savings  was  merged  into the Bank.  CLSC,  a
wholly-owned  subsidiary of Citizens  Savings,  will continue as a subsidiary of
Lincoln  Federal.  Lincoln  Federal  currently  conducts its business  from nine
full-service  offices  located in Hendricks,  Montgomery,  Clinton,  Johnson and
Morgan Counties,  Indiana,  with its main office located in Plainfield.  Lincoln
Federal opened its newest office in Greenwood,  Indiana on October 14, 2002. The
Bank's  principal  business  consists of  attracting  deposits  from the general
public and originating fixed-rate and adjustable-rate loans secured primarily by
first  mortgage liens on one- to four-family  residential  real estate.  Lincoln
Federal's  deposit  accounts are insured up to applicable  limits by the SAIF of
the FDIC.

Lincoln Federal offers a number of financial  services,  including:  (i) one- to
four-family  residential  real estate loans;  (ii) commercial real estate loans;
(iii)  real  estate  construction  loans;  (iv)  land  loans;  (v)  multi-family
residential  loans;  (vi)  consumer  loans,  including  home  equity  loans  and
automobile loans;  (vii) commercial loans;  (viii) money market demand accounts;
(ix) savings  accounts;  (x) checking  accounts;  (xi) NOW  accounts;  and (xii)
certificates of deposit.

Lincoln Federal  currently owns three  subsidiaries.  First,  LF Service,  whose
assets  consist of an  investment in Family  Financial  Life  Insurance  Company
("Family Financial") and in Bloomington Housing Associates, L.P. ("BHA"). Family
Financial is an Indiana stock insurance company that primarily engages in retail
sales of  mortgage  and  credit  insurance  products  in  connection  with loans
originated by its shareholder financial institutions.  BHA is an Indiana limited
partnership  that  was  organized  to  construct,  own and  operate  a  130-unit
apartment  complex in Bloomington,  Indiana (the "BHA Project").  Development of
the BHA Project has been  completed  and the project is  performing  as planned.
Second, CLSC, which develops land for residential housing.  Third, LF Portfolio,
which is located in Nevada and  controls,  manages and accounts  for  investment
securities.

Lincoln  Federal's  results of operations depend primarily upon the level of net
interest income,  which is the difference  between the interest income earned on
interest-earning assets, such as loans and investments,  and costs incurred with
respect to  interest-bearing  liabilities,  primarily  deposits and  borrowings.
Results  of  operations  also  depend  upon  the  level  of  Lincoln   Federal's
non-interest income,  including fee income and service charges, and the level of
its non-interest expenses, including general and administrative expenses.

Critical Accounting Policies

Note 1 to the  consolidated  financial  statements  contains  a  summary  of the
Company's  significant  accounting  policies presented on pages 25 through 27 of
the Annual Report to  Shareholders  for the year ended December 31, 2001,  which
was filed on Form 10-K with the  Commission on March 29, 2002.  Certain of these
policies are important to the portrayal of the  Company's  financial  condition,
since  they  require  management  to  make  difficult,   complex  or  subjective
judgments,  some of which may relate to matters that are  inherently  uncertain.
Management  believes that its critical  accounting  policies include determining
the allowance for loan losses,  the valuation of mortgage  servicing rights, and
the valuation of intangible assets.

Allowance for loan losses

The allowance for loan losses is a significant estimate that can and does change
based on management's  assumptions about specific borrowers and current economic
and business conditions, among other factors. Management reviews the adequacy of
the allowance for loan losses at least on a quarterly  basis.  The evaluation by
management  includes  consideration  of past  loss  experience,  changes  in the
composition of the loan portfolio, the current economic condition, the amount of
loans  outstanding,  certain  identified  problem loans,  and the probability of
collecting all amounts due.

The  determination  of the adequacy of the allowance for loan losses is based on
estimates  that are  particularly  susceptible  to  significant  changes  in the
economic  environment and market conditions.  A worsening or protracted economic
decline would  increase the  likelihood  of additional  losses due to credit and
market risk and could create the need for additional loan loss reserves.

Mortgage servicing rights

The Company  recognizes the rights to service  mortgage loans as separate assets
in the  consolidated  balance  sheet.  The  total  cost of  loans  when  sold is
allocated between loans and mortgage servicing rights based on the relative fair
values of each. Mortgage servicing rights are subsequently  carried at the lower
of the  initial  carrying  value,  adjusted  for  amortization,  or fair  value.
Mortgage  servicing  rights are evaluated for impairment based on the fair value
of those  rights.  Factors  included  in the  calculation  of fair  value of the
mortgage  servicing  rights include,  estimating the present value of future net
cash flows,  market loan  prepayment  speeds for similar loans,  discount rates,
servicing costs, and other economic factors. Servicing rights are amortized over
the estimated period of net servicing revenue.  It is likely that these economic
factors will change over the life of the mortgage servicing rights, resulting in
different  valuations of the mortgage servicing rights. The differing valuations
will  affect  the  carrying  value  of  the  mortgage  servicing  rights  on the
consolidated  balance sheet as well as the amounts  recorded in the consolidated
income  statement.  As of September  30, 2002 and  December  31, 2001,  mortgage
servicing rights had carrying values of $505,000 and $464,000, respectively.

Intangible assets

Management  periodically  assesses  the  impairment  of  its  goodwill  and  the
recoverability of its core deposit intangible.  Impairment is the condition that
exists when the carrying  amount of goodwill  exceeds its implied fair value. If
actual external conditions and future operating results differ from management's
judgments,  impairment and/or increased amortization charges may be necessary to
reduce the carrying value of these assets to the appropriate value.

Financial Condition

Assets  totaled  $498.3 million at September 30, 2002, an increase from December
31,  2001  of  $5.6  million.   This  growth  occurred  primarily  in  cash  and
interest-bearing  deposits  in other  banks,  up $12.1  million  and  investment
securities  available for sale, up $1.5 million from year-end  2001.  Net loans,
including loans held for sale, declined by $8.2 million as a result of sales and
securitization of residential mortgages.

Deposits  totaled  $254.7  million at September  30,  2002,  an increase of $2.6
million  from  December  31,  2001.  All major  categories  of  deposits  except
certificates of deposit showed increases. Total certificates of deposit declined
by  approximately  $3.7 million.  Federal Home Loan Bank advances and repurchase
agreements increased by $5.0 million to $153.1 million.

Shareholders'  Equity  decreased  nearly $2.9 million from  December 31, 2001 to
September  30, 2002.  The decrease was  primarily the result of the $7.0 million
repurchase of 390,273 shares of common stock and cash dividends of $1.3 million.
These  decreases  were  partially  offset by net income of $3.5  million,  stock
options  exercised of $308,000,  Employee Stock  Ownership Plan shares earned of
$498,000,  unearned  compensation  amortization of $510,000,  and an increase in
unrealized gains on investment  securities available for sale of $652,000,  each
for the nine month period ended September 30, 2002.

Comparison  of Operating  Results for the Three Months Ended  September 30, 2002
and 2001

Net income for the third quarter ended  September  30, 2002 was  $1,443,000,  or
$.33 for basic and $.32 for diluted  earnings  per share.  This  compared to net
income for the comparable  period in 2001 of $1,000,000,  or $.21 for both basic
and diluted earnings per share. Return on average assets was 1.13% and return on
average  equity  was 6.75% for the third  quarter of 2002  compared  to .78% and
4.52%, respectively, for the same period in 2001.

Net interest  income for the third  quarter of 2002 was  $4,208,000  compared to
$4,025,000  for the same period in 2001.  Net interest  margin was 3.42% for the
three-month  period  ended  September  30,  2002  compared to 3.26% for the same
period in 2001. The average yield on earning assets decreased .65% for the third
quarter  of 2002  compared  to the same  period  in 2001.  The  average  cost of
interest-bearing  liabilities  decreased  .97% from the third quarter of 2001 to
the third quarter of 2002.  This  increased  the spread from 2.45% to 2.77%,  or
..32%.

The Bank's  provision  for loan  losses for the third  quarter  2002 was $83,000
compared to $89,000 for the same  period in 2001.  Nonperforming  loans to total
loans at  September  30, 2002 were .25%  compared to .36% at December  31, 2001,
while  nonperforming  assets to total  assets  were .21% at  September  30, 2002
compared  to .34% at  December  31,  2001.  The  allowance  for loan losses as a
percentage  of loans,  including  loans held for sale, at September 30, 2002 was
..80% compared to .74% at December 31, 2001.

Other  income for the three  months  ended  September  30,  2002 was  $1,268,000
compared to $591,000 for the same quarter of 2001.  Net realized and  unrealized
gains on loans  totaled  $665,000  for the quarter  compared to $117,000 for the
same  quarter  last  year as a  result  of  increased  volume  of  single-family
residential  mortgage loan sales.  Net realized  gains on the sale of securities
available for sale was $165,000  during the third quarter of 2002 compared to no
sales during the same quarter in 2001.

Other  expenses were  $3,170,000  for the three months ended  September 30, 2002
compared to $3,053,000 for the same three months of 2001, or a 3.8% increase.

Comparison of Operating Results for the Nine Months Ended September 30, 2002 and
2001

Net income for the nine-month period ended September 30, 2002 was $3,495,000, or
$.80 for basic  and $.77 for  diluted  earnings  per  share.  This  compared  to
$3,038,000,  or $.62 for both basic and diluted  earnings per share for the same
period of 2001.  Return on average  assets was .93% and return on average equity
was 5.45%  compared  to .79% and  4.52%,  respectively,  for same  period  ended
September 30, 2001.

Net interest  income  year-to-date  through  September 30, 2002 was  $12,063,000
compared to $12,019,000  for the same period in 2001.  Although the level of net
interest  income showed  relatively  little growth compared to one year ago, the
spread and margin did improve.  Net interest margin was 3.33% through  September
30, 2002 compared to 3.24% for the same nine-month  period in 2001. The interest
rate spread  increased  from 2.38% for the period  ended  September  30, 2001 to
2.66% for the same period in 2002.  The effect of the  increase in net  interest
margin and interest  rate spread was offset by a reduction  of $11.7  million in
earning  assets during the nine months ended  September 30, 2002 compared to the
same period in 2001. The decline in interest-earning assets was primarily due to
the  reduction  of cash  available  to  reinvest  as a result  of  active  stock
repurchases  by the Company.  The Company has  repurchased  over 553,000  shares
during the latest twelve months at a cost of $9.5 million.

The Bank's  provision  for loan  losses  for the first  nine  months of 2002 was
$163,000 compared to $227,000 in 2001 for the same nine-month period.

Other  income  for the nine  months  ended  September  30,  2002 was  $2,510,000
compared to $1,431,000 for the same period in 2001. The increase in other income
was primarily  due to  $1,087,000  of gains  realized from loan sales during the
nine months ended September 30, 2002 as compared to $416,000 of gains during the
same period in 2001, an increase of $671,000.  Other factors contributing to the
increase in other  income from 2001 to 2002  include a $165,000  gain on sale of
securities  available for sale versus no sales during 2001,  improvement  in the
performance  of the  limited  partnership  by  $76,000  in 2002 over  2001,  and
$113,000 of additional miscellaneous other income in 2002.

Other  expenses for the nine months  ended  September  30, 2002 were  $9,118,000
compared  to  $8,727,000  for the same  period  last year,  or a 4.5%  increase.
Salaries and employee  benefits  increased  $156,000 during 2002 over 2001 while
miscellaneous  other  expenses  increased by $129,000 from the nine months ended
September 30, 2001 to the same period in 2002.

Asset Quality

Lincoln Federal  currently  classifies  loans as special  mention,  substandard,
doubtful  and loss to  assist  management  in  addressing  collection  risks and
pursuant to regulatory  requirements.  Special mention loans  represent  credits
that have potential  weaknesses that deserve  management's  close attention.  If
left uncorrected,  these potential weaknesses may result in deterioration of the
repayment  prospects or Lincoln  Federal's  credit position at some future date.
Substandard  loans represent credits  characterized by the distinct  possibility
that some loss will be sustained if deficiencies on the loans are not corrected.
Doubtful loans possess the  characteristics of substandard loans, but collection
or  liquidation in full is doubtful  based upon existing  facts,  conditions and
values. A loan classified as a loss is considered uncollectible. Lincoln Federal
had $2.7 million and $3.6 million of loans  classified as special  mention as of
September  30, 2002 and December 31, 2001,  respectively.  In addition,  Lincoln
Federal had $1.8 million and $1.4 million of loans  classified as substandard at
September  30, 2002 and December 31, 2001,  respectively.  At September 30, 2002
and  December  31,  2001,  no loans were  classified  as  doubtful  or loss.  At
September 30, 2002, and December 31, 2001, respectively,  non-accrual loans were
$742,000  and  $959,000.  At  September  30, 2002 and  December  31,  2001,  the
allowance  for loan losses was $2.8 million and $2.6  million,  respectively  or
approximately   .80%  and  .74%  of  loans,   including  loans  held  for  sale,
respectively.

Liquidity and Capital Resources

The Financial  Regulatory Relief and Economic  Efficiency Act of 2000, which was
signed into law on December 27, 2000, repealed the former statutory  requirement
that all savings associations maintain an average daily balance of liquid assets
in a minimum  amount of not less than 4% or more than 10% of their  withdrawable
accounts plus  short-term  borrowings.  The OTS adopted an interim final rule in
March 2001 that implemented this revised statutory requirement, although savings
associations remain subject to the OTS regulation that requires them to maintain
sufficient liquidity to ensure their safe and sound operation.

Pursuant to OTS capital  regulations  in effect at September  30, 2002,  savings
associations were required to maintain a 1.5% tangible capital requirement, a 4%
leverage ratio (or core capital) requirement,  and a total risk-based capital to
risk-weighted  assets ratio of 8%. At  September  30,  2002,  Lincoln  Federal's
capital levels exceeded all applicable regulatory capital requirements in effect
as of that date.

Other

The  Securities  and  Exchange  Commission  maintains  a Web site that  contains
reports,   proxy  information   statements,   and  other  information  regarding
registrants that file electronically with the Commission, including the Company.
The address is http://www.sec.gov.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Presented  below, as of June 30, 2002 and 2001, is an analysis  performed by the
OTS of Lincoln  Federal's  interest  rate risk as measured by changes in Lincoln
Federal's net portfolio value ("NPV") for instantaneous  and sustained  parallel
shifts in the yield curve, in 100 basis point increments,  up and down 300 basis
points.


<TABLE>
<CAPTION>

                                  June 30, 2002
                                  -------------

                                  Net Portfolio Value                       NPV as % of PV of Assets
    Changes
    In Rates         $ Amount         $ Change           %Change            NPV Ratio           Change
    --------         --------         ---------          -------            ---------           ------
                                          (Dollars in thousands)
<S>  <C>              <C>              <C>                 <C>               <C>                 <C>
    +300 bp           55,545          -24,490             -31%               11.35%             -391 bp
    +200 bp           64,521          -15,514             -19                12.87              -239 bp
    +100 bp           73,050           -6,985              -9                14.23              -102 bp
       0 bp           80,035                                                 15.26
    -100 bp           79,855             -180               0                15.06               -20 bp
</TABLE>


<TABLE>
<CAPTION>

                                 June 30, 2001
                                 -------------

                                Net Portfolio Value                       NPV as % of PV of Assets
   Changes
   In Rates        $ Amount         $ Change           %Change            NPV Ratio          Change
   --------        --------         ---------          -------            ---------          ------

<S>  <C>              <C>              <C>                 <C>               <C>              <C>
    +300 bp           63,869          -31,492             -33%               13.16%          -495 bp
    +200 bp           74,923          -20,438             -21                15.00           -310 bp
    +100 bp           86,064           -9,297             -10                16.75           -135 bp
       0 bp           95,361                                                 18.10
    -100 bp           99,305            3,944               4                18.54            +44 bp
    -200 bp           98,537            3,176               3                18.20            +10 bp
    -300 bp           95,448               86               0                17.45            -65 bp
</TABLE>
<PAGE>

Management  believes at June 30, 2002 and  September 30, 2002 there have been no
material changes in Lincoln Federal's interest rate sensitive  instruments which
would cause a material  change in the market  risk  exposures  which  affect the
quantitative  and  qualitative  risk  disclosures as presented in Item 7A of the
Company's Annual Report on Form 10-K for the period ended December 31, 2001.

Item 4.  Controls and Procedures

Within the 90-day period prior to the filing date of this report,  an evaluation
was  carried  out  under  the  supervision  and  with the  participation  of the
Company's  management,  including our President and Chief Executive  Officer and
our Secretary and Treasurer, of the effectiveness of our disclosure controls and
procedures (as defined in Exchange Act Rules  13a-14(c) and 15d-14(c)  under the
Securities  Exchange Act of 1934). Based on their evaluation,  our President and
Chief Executive  Officer and our Secretary and Treasurer have concluded that the
Company's  disclosure  controls  and  procedures  are,  to  the  best  of  their
knowledge,  effective to ensure that information required to be disclosed by the
Company in reports that it files or submits  under the Exchange Act is recorded,
processed,  summarized  and  reported  within  the  time  periods  specified  in
Securities and Exchange  Commission  rules and forms.  Subsequent to the date of
their  evaluation,  our President Chief Executive  Officer and our Secretary and
Treasurer have concluded that there were no significant changes in the Company's
internal  controls  or in other  factors  that  could  significantly  affect its
internal  controls,  including any corrective actions with regard to significant
deficiencies and material weaknesses.


PART II.   OTHER INFORMATION

Item 1.       Legal Proceedings

              None.

Item 2.       Changes in Securities and Use of Proceeds

              None.

Item 3.       Defaults Upon Senior Securities.

              None.

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

              None.

Item 5.       Other Information.

              None.

Item 6.       Exhibits and Reports on Form 8-K.

               (a)  No reports on Form 8-K were filed  during the quarter  ended
                    September 30, 2002.



<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                      LINCOLN BANCORP

Date: November 13, 2002                By: /s/ T. Tim Unger
                                          --------------------------------------
                                          T. Tim Unger
                                          President and Chief Executive Officer

Date: November 13, 2002                By: /s/ John M. Baer
                                          --------------------------------------
                                          John M. Baer
                                          Secretary and Treasurer


                                  CERTIFICATION


I, T. Tim Unger, certify that:


1.   I have reviewed this quarterly report on Form 10-Q of Lincoln Bancorp;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report; and

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report.

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report  whether  there  were  significant  changes  in  internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: November 13, 2002


                                           /s/ T. Tim Unger
                                           -------------------------------------
                                           T. Tim Unger
                                           President and Chief Executive Officer

<PAGE>

                                  CERTIFICATION

I, John M. Baer, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Lincoln Bancorp;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report; and

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report.

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report  whether  there  were  significant  changes  in  internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated: November 13, 2002


                                             /s/ John M. Baer
                                             -----------------------------------
                                             John M. Baer
                                             Secretary and Treasurer
<PAGE>

                                  CERTIFICATION

By signing below, each of the undersigned  officers hereby certifies pursuant to
18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that, to his or her knowledge,  (i) this report fully complies with the
requirements  of Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934
and (ii) the  information  contained  in this  report  fairly  presents,  in all
material respects,  the financial condition and results of operations of Lincoln
Bancorp.

Signed this 13th day of November 2002.



/s/ John M. Baer                           /s/ T. Tim Unger
-----------------------------              -------------------------------------
John M. Baer                               T. Tim Unger
Secretary and Treasurer                    President and Chief Executive Officer