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 MARCH 31, 2001 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 [ ]

The  number of shares of the  Registrant's  common  stock,  without  par  value,
outstanding as of March 31, 2001 was 5,677,493.






<PAGE>



                         LINCOLN BANCORP AND SUBSIDIARY
                                    FORM 10-Q

                                      INDEX

                                                                     Page No.

FORWARD LOOKING STATEMENT                                               3

PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

            Consolidated Condensed Balance Sheet                        4

            Consolidated Condensed Statement of Income                  5

            Consolidated Condensed Statement of Comprehensive Income    6

            Consolidated Condensed Statement of Shareholders' Equity    7

            Consolidated Condensed Statement 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.                                    9

Item 3.   Quantitative and Qualitative Disclosures about Market Risk   12

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings                                            13
Item 2.   Changes in Securities                                        13
Item 3.   Defaults Upon Senior Securities                              13
Item 4.   Submission of Matters to a Vote of Security Holders          13
Item 5.   Other Information                                            13
Item 6.   Exhibits and Reports on Form 8-K                             13

SIGNATURES                                                             14




<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>



PART I  FINANCIAL INFORMATION
Item 1.  Financial Statements

                         LINCOLN BANCORP AND SUBSIDIARY
                      Consolidated Condensed Balance Sheet
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                     March 31,           December 31,
                                                                                        2001                 2000
                                                                                --------------------- --------------------
<S>                                                                                 <C>                  <C>
  Assets
       Cash and due from banks                                                   $    1,964,369          $  1,998,763
       Short-term interest-bearing demand deposits in other banks                    15,125,381             8,987,080
                                                                                --------------------- --------------------
           Cash and cash equivalents                                                 17,089,750            10,985,843
       Interest-bearing deposits                                                        297,005               989,975
       Investment securities
           Available for sale                                                       133,288,299           133,658,742
           Held to maturity                                                             250,000               500,000
                                                                                --------------------- --------------------
                Total investment securities                                         133,538,299           134,158,742
       Loans                                                                        340,481,961           328,557,520
           Allowance for loan losses                                                  2,452,467             2,366,777
                                                                                --------------------- --------------------
                Net Loans                                                           338,029,494           326,190,743
       Premises and equipment                                                         5,396,498             5,397,384
       Investments in limited partnerships                                            1,600,177             1,693,477
       Federal Home Loan Bank stock                                                   7,734,400             7,734,400
       Interest receivable                                                            2,785,995             3,110,580
       Core deposit intangibles and goodwill                                          2,185,017             2,231,908
       Other assets                                                                   7,027,810             7,578,324
                                                                                --------------------- --------------------

           Total assets                                                          $  515,684,445          $500,071,376
                                                                                ===================== ====================

  Liabilities
       Deposits
           Noninterest-bearing                                                   $    5,124,690          $  4,143,904
           Interest-bearing                                                         271,506,254           247,714,971
                                                                                --------------------- --------------------
                Total deposits                                                      276,630,944           251,858,875
       Securities sold under repurchase agreements                                   15,000,000            14,600,000
       Federal Home Loan Bank advances                                              126,431,071           138,422,524
       Note payable                                                                     737,001             1,225,501
       Interest payable                                                               1,622,796             1,519,277
       Other liabilities                                                              4,584,812             3,856,545
                                                                                --------------------- --------------------
           Total liabilities                                                        425,006,624           411,482,722
                                                                                --------------------- --------------------

  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 -5,677,493 shares                                  55,496,031            55,496,031
       Retained earnings                                                             43,478,802            42,922,034
       Accumulated other comprehensive income (loss)                                   (705,357)           (1,978,595)
       Unearned recognition and retention plan (RRP) shares                          (2,853,190)           (3,019,796)
       Unearned employee stock ownership plan (ESOP) shares                          (4,738,465)           (4,831,020)
                                                                                --------------------- --------------------
           Total shareholders' equity                                                90,677,821            88,588,654
                                                                                --------------------- --------------------

           Total liabilities and shareholders' equity                            $  515,684,445          $500,071,376
                                                                                ===================== ====================
</TABLE>

  See notes to consolidated condensed financial statements.

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

                                                                                                  Three Months Ended
                                                                                                       March 31
                                                                                         ------------------ -------------------
                                                                                               2001                2000
                                                                                         ------------------ -------------------
<S>                                                                                      <C>                <C>
Interest Income
     Loans, including fees                                                               $  6,775,319       $  4,568,457
     Investment securities                                                                  2,262,841          2,532,712
     Deposits with financial institutions                                                     109,898            129,007
     Dividend income                                                                          152,569            108,341
                                                                                         ------------------ -------------------
         Total interest and dividend income                                                 9,300,627          7,338,517
                                                                                         ------------------ -------------------

Interest Expense
     Deposits                                                                               3,303,230          2,447,219
     Repurchase agreements                                                                    222,762             61,922
     Federal Home Loan Bank advances                                                        1,823,111          1,463,348
                                                                                         ------------------ -------------------
         Total interest expense                                                             5,349,103          3,972,489
                                                                                         ------------------ -------------------

Net Interest Income                                                                         3,951,524          3,366,028
     Provision (adjustment) for loan losses                                                   114,045            (21,872)
                                                                                         ------------------ -------------------
Net Interest Income After Provision for Loan Losses                                         3,837,479          3,387,900
                                                                                         ------------------ -------------------

Other Income
     Service charges on deposit accounts                                                      142,836             66,909
     Net realized and unrealized gains on loans                                                89,489
     Equity in losses of limited partnerships                                                 (93,300)          (102,630)
     Other income                                                                             231,974            144,953
                                                                                         ------------------ -------------------
         Total other income                                                                   370,999            109,232
                                                                                         ------------------ -------------------

Other Expenses
     Salaries and employee benefits                                                         1,515,751          1,167,103
     Net occupancy expenses                                                                   152,063             99,257
     Equipment expenses                                                                       180,334            137,537
     Advertising and business development                                                      96,267             82,478
     Data processing fees                                                                     251,919            205,022
     Professional fees                                                                         84,064             94,681
     Director and committee fees                                                               69,606             47,925
     Mortgage servicing rights amortization                                                    42,363             42,918
     Other expenses                                                                           365,693            260,509
                                                                                         ------------------ -------------------
         Total other expenses                                                               2,758,060          2,137,430
                                                                                         ------------------ -------------------

Income Before Income Tax                                                                    1,450,418          1,359,702
     Income tax expense                                                                       445,623            429,349
                                                                                         ------------------ -------------------

Net Income                                                                               $  1,004,795       $    930,353
                                                                                         ================== ===================

Basic earnings per share                                                                 $        .20       $        .17
Diluted earnings per share                                                                        .20                .17
Dividends per share                                                                               .09                .08

</TABLE>

See notes to consolidated condensed financial statements.
<PAGE>
<TABLE>
<CAPTION>
                         LINCOLN BANCORP AND SUBSIDIARY
            Consolidated Condensed Statement of Comprehensive Income
                                   (Unaudited)



                                                                                         Three Months Ended
                                                                                             March 31,
                                                                                -------------------------------------
                                                                                      2001               2000
                                                                                ------------------ ------------------

<S>                                                                                <C>                  <C>
  Net Income                                                                       $ 1,004,795          $ 930,353
  Other comprehensive income, net of tax
        Unrealized gains (losses) on securities available for sale
          Unrealized holding gains (losses) arising during the period,
          net of tax expense (benefit) of $835,121and $(430,074)                     1,273,238           (655,698)
                                                                                ------------------ ------------------
  Comprehensive income                                                             $ 2,278,033          $ 274,655
                                                                                ================== ==================

</TABLE>

See notes to consolidated condensed financial statements.
<PAGE>
<TABLE>
<CAPTION>

                         LINCOLN BANCORP AND SUBSIDIARY
            Consolidated Condensed Statement of Shareholders' Equity
                    For the Three Months Ended March 31, 2001
                                   (Unaudited)







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

<S>                            <C>          <C>            <C>           <C>             <C>             <C>            <C>
Balances, January 1, 2001      5,677,493    $55,496,031    $42,922,034   $(1,978,595)    $ (3,019,796)   $(4,831,020)   $88,588,654

  Net income for the period                                  1,004,795                                                    1,004,795
  Unrealized gains on
    securities, net of
    reclassification
    adjustment                                                             1,273,238                                      1,273,238
  ESOP shares earned                                            25,452                                        92,555        118,007
  Amortization of unearned
    compensation expense                                        (7,584)                       166,606                       159,022
  Cash dividends ($.09
    per share)                                                (465,895)                                                    (465,895)
                             ------------- ------------- -------------- ---------------- --------------- ------------- -------------
Balances, March 31, 2001       5,677,493    $55,496,031    $43,478,802   $  (705,357)    $ (2,853,190)   $(4,738,465)   $90,677,821
                             ============= ============= ============== ================ =============== ============= =============


</TABLE>


See notes to consolidated condensed financial statements.



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

                                                                                                   Three Months Ended
                                                                                                        March 31,
                                                                                         -------------------- -------------------
                                                                                               2001                2000
                                                                                         -------------------- -------------------
  <S>                                                                                      <C>                   <C>
  Operating Activities
       Net income                                                                        $   1,004,795         $    930,353
       Adjustments to reconcile net income to net cash provided (used) by
           operating activities
         Provision(adjustment) for loan losses                                                 114,045              (21,872)
         Gain on sale of  foreclosed real estate                                                                     (6,902)
         Investment securities accretion, net                                                 (106,844)             (87,086)
         Equity in losses of limited partnerships                                               93,300              102,630
         Amortization of net loan origination fees                                            (105,761)             (51,843)
         Depreciation and amortization                                                         142,730              108,840
         Amortization of purchase accounting adjustments                                        30,295
         Amortization of unearned compensation expense                                         159,022              146,077
         ESOP shares earned                                                                    118,007              105,049
         Net change in:
           Interest receivable                                                                 324,585              (46,431)
           Interest payable                                                                    103,519               75,232
         Other adjustments                                                                    (196,829)             466,037
                                                                                         -------------------- -------------------
                Net cash provided  by operating activities                                   1,680,864            1,720,084
                                                                                         -------------------- -------------------

  Investing Activities
       Net change in interest-bearing deposits                                                 692,970
       Proceeds from maturities of securities available for sale                             2,585,646            3,456,954
       Proceeds from maturities of securities held to maturity                                 250,000
       Net change in loans                                                                 (12,017,818)          (8,423,643)
       Purchase of FHLB of Indianapolis stock                                                                          (200)
       Purchases of property and equipment                                                    (141,844)             (79,285)
       Proceeds from sale of foreclosed  real estate                                                                 63,304
                                                                                         -------------------- -------------------
                Net cash used by investing activities                                       (8,631,046)          (4,982,870)
                                                                                         -------------------- -------------------

  Financing Activities
       Net change in
         Noninterest-bearing, interest-bearing demand, money market and
            savings deposits                                                                 2,813,377            2,375,775
         Certificates of deposit                                                            21,951,967           11,992,121
       Proceeds from repurchase agreements                                                     400,000
       Proceeds from FHLB advances                                                          20,000,000           45,000,000
       Repayment of FHLB advances                                                          (32,000,000)         (48,000,000)
       Payment on note payable to limited partnership                                         (488,500)            (488,500)
       Dividends paid                                                                         (465,895)            (459,807)
       Purchase of common stock                                                                                  (4,587,712)
       Net change in advances by borrowers for taxes and insurance                             843,140              562,196
                                                                                         -------------------- -------------------
                Net cash provided  by financing activities                                  13,054,089            6,394,073
                                                                                         -------------------- -------------------

  Net Change in Cash and Cash Equivalents                                                    6,103,907            3,131,287

  Cash and Cash Equivalents, Beginning of Period                                            10,985,843           10,818,632
                                                                                         -------------------- -------------------

  Cash and Cash Equivalents, End of Period                                               $  17,089,750        $  13,949,919
                                                                                         ==================== ===================

  Additional Cash Flows and Supplementary Information
       Interest paid                                                                     $   5,245,584        $   3,897,257
       Income tax paid                                                                         500,000              197,500
       Loan balances transferred to foreclosed real estate                                     202,651               90,317
       Securitization of loans                                                                                    1,167,754

</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,  L-F Service Corporation ("L-F Service") and Citizens
Loan and  Service  Corporation  ("CLSC").  A summary of  significant  accounting
policies is set forth in Note 1 of Notes to Financial Statements included in the
December 31, 2000 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 March 31, 2001,  and for the
three months ended March 31, 2001 and 2000, 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.

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
                                                March 31, 2001                             March 31, 2000
                                                --------------                             --------------

                                                   Weighted         Per                             Weighted       Per
                                                    Average        Share                             Average      Share
                                      Income        Shares         Amount             Income         Shares       Amount
                                      ------        ------         -------            ------         ------       ------
<S>                                  <C>           <C>              <C>             <C>             <C>           <C>
Basic earnings per share
  Income available to
       common shareholders           $1,004,795    4,942,092        $ .20           $ 903,353       5,329,771     $ .17
                                                                    ======                                        ======

Effect of dilutive RRP
  awards and stock options                            34,175
                                     ------------------------                       --------------------------
 Diluted earnings per share
 Income available to  common
   shareholders and assumed
   conversions                       $1,004,795    4,976,267        $ .20           $ 903,353       5,329,771     $ .17
                                     =====================================          ====================================
</TABLE>


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  Savings Bank ("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.  Citizens  Loan
and  Service  Corporation  ("CLSC"),  an Indiana  corporation  and  wholly-owned
subsidiary  of Citizens  Savings,  will  continue as a  subsidiary  of the Bank.
Lincoln Federal currently conducts its business from eight 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 in September 2000. The merger of Citizens  Savings
into Lincoln Federal resulted in a second branch location in Frankfort, Indiana.
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
("MMDAs");  (ix) savings accounts; (x) checking accounts; (xi) NOW accounts; and
(xii) certificates of deposit.

Lincoln  Federal  currently  owns two  subsidiaries,  L-F Service,  whose assets
consist of an investment in Family  Financial  Life Insurance  Company  ("Family
Financial") and in Bloomington Housing Associates, L.P. ("BHA"), and CLSC, which
develops  land for  residential  housing.  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.

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.

Financial Condition

Assets  totaled  $515.7 million at March 31, 2001, an increase from December 31,
2000 of $15.6  million  for an  annualized  growth  rate of over 12%.  Net loans
increased  $11.8  million from December 31, 2000 to March 31, 2001 due primarily
to a $10.6  million  increase  in  commercial  loans.  Loan growth was funded by
growth of deposits.

Deposits  totaled $276.6 million at March 31, 2001, an increase of $24.8 million
or an annualized rate of 39% from December 31, 2000. The majority of this growth
was in  certificates  of  deposit,  up $22.0  million.  Federal  Home  Loan Bank
advances and  repurchase  agreements  decreased  $11.6 million from December 31,
2000 to $141.4 million at March 31, 2001.

Shareholders'  equity  increased $2.1 million from $88.6 million at December 31,
2000 to $90.7 million at March 31, 2001.  Shareholders'  equity increased due to
net income for the three months ended March 31, 2001 of $1.0  million,  Employee
Stock Ownership Plan ("ESOP") shares earned of $118,000,  unearned  compensation
amortization  of $159,000 and a $1.3 million  reduction in unrealized  losses on
investment  securities  available for sale.  These increases were offset by cash
dividends of $466,000.

Comparison  of  Operating  Results for the Three Months Ended March 31, 2001 and
2000

Net income was $1,005,000, or $.20 for both basic and diluted earnings per share
for three months ended March 31, 2001.  This compared to net income of $930,000,
or $.17 for both basic and diluted earnings per share for the comparable  period
in 2000.  Return on assets was .79% and return on equity was 4.47% for the first
quarter of 2001 compared to .90% and 4.18%, respectively, for the same period in
2000.

Net interest  income for the first  quarter of 2001 was  $3,952,000  compared to
$3,366,000  for the same period in 2000.  Net interest  margin was 3.22% for the
three-month period ended March 31, 2001 compared to 3.30% for the same period in
2000. The average yield on earning  assets  increased .37% for the first quarter
2001 compared to the same period in 2000.  The average cost of  interest-bearing
liabilities  increased  .20% from the first quarter of 2000 to the first quarter
of 2000.  The  spread  between  the  yield  on  earning  assets  and the cost of
interest-bearing liabilities increased from 2.15% to 2.32%, or .17%.

The Bank's  provision  for loan losses for the first  quarter  2001 was $114,000
compared to a net credit of $22,000 for the same period in 2000.  A recovery was
recognized  during the first  quarter of 2000  necessitating  a reduction of the
allowance  for loan  losses  to a level  more  appropriate  for our loan mix and
historical  charge-offs.  Nonperforming  loans to total  loans at March 31, 2001
were .34% compared to .47% at December 31, 2000.  Nonperforming  assets to total
assets were .43% at March 31, 2001  compared to .69% at December 31,  2000.  The
allowance  for loan  losses  as a  percentage  of loans  at March  31,  2001 and
December 31, 2000 was .72%.

Other income for the three months ended March 31, 2001 was $371,000  compared to
$109,000  for the same  quarter of 2000.  Service  charges  on deposit  accounts
increased  $76,000 from $67,000 in the first  quarter of 2000 to $143,000 in the
quarter ended March 31, 2001. Mortgage loan sale income was $89,000 in the first
quarter of 2001 while no income was recognized in the same period of 2000.

Other  expenses  were $2.8  million  for the three  months  ended March 31, 2001
compared to $2.1 million for the comparable  three months of 2000. The increased
expenses  were  primarily  the result of additional  costs  associated  with the
acquisition  of Citizens  Bancorp in September  2000, a new branch in Greenwood,
Indiana, and key management additions.

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  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 $2.5 million and $2.6 million of loans  classified as special  mention as of
March 31, 2001 and December 31, 2000, respectively. In addition, Lincoln Federal
had $1.5 million and $2.4 million of loans  classified as  substandard  at March
31, 2001 and December 31, 2000, respectively. At March 31, 2001 and December 31,
2000,  no loans were  classified  as doubtful or loss.  At March 31,  2001,  and
December 31, 2000,  respectively,  non-accrual  loans were $1.2 million and $1.4
million.  At March 31, 2001 and December 31, 2000, the allowance for loan losses
was $2.5 million and $2.4 million,  respectively or approximately  .72% of loans
at both dates.

Liquidity and Capital Resources

The standard measure of liquidity for savings  associations is the ratio of cash
and eligible  investments to a certain  percentage of net  withdrawable  savings
accounts  and  borrowings  due within one year.  The minimum  required  ratio is
currently set by the Office of Thrift Supervision  regulation at 4%. As of March
31, 2001,  Lincoln  Federal had liquid  assets of $90.8  million and a liquidity
ratio of 25.9%.

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 December 31, 2000 and 1999, 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.
<PAGE>
<TABLE>
<CAPTION>



                                      December 31, 2000
                                      -----------------
                            Net Portfolio Value                          NPV as % of PV of Assets
   Changes
   In Rates        $ Amount         $ Change           %Change            NPV Ratio          Change
   --------        --------         ---------          -------            ---------          ------
   <S>               <C>             <C>                <C>                <C>               <C>
   +300 bp           57,751          -32,363            -36%               12.52%            -541 bp
   +200 bp           68,665          -21,450            -24%               14.46%            -347 bp
   +100 bp           79,812          -10,303            -11%               16.32%            -161 bp
      0 bp           90,116                                                17.93%
   -100 bp           96,787            6,672              7%               18.88%              95 bp
   -200 bp           99,165            9,049             10%               19.12%             120 bp
   -300 bp          101,713           11,597             13%               19.39%             146 bp



                                      December 31, 1999
                                      -----------------
                            Net Portfolio Value                          NPV as % of PV of Assets
    Changes
    In Rates       $ Amount         $ Change           %Change            NPV Ratio          Change
    --------       --------         --------           -------            ---------          ------

   +300 bp           43,966          -31,847            -42%               11.85%            -661 bp
   +200 bp           54,354          -21,458            -28%               14.16%            -431 bp
   +100 bp           65,284          -10,528            -14%               16.43%            -204 bp
      0 bp           75,812                                                18.46%
   -100 bp           84,772            8,960             12%               20.07%             161 bp
   -200 bp           89,722           13,910             18%               20.86%             239 bp
   -300 bp           91,506           15,694             21%               21.04%             257 bp

</TABLE>

Management  believes at March 31,  2001 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, 2000.





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
                March 31, 2001.
<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:         May 10, 2001       By:   /s/ T. Tim Unger
                                 -----------------------------------------------

                                   T. Tim Unger
                                   President and Chief Executive Officer

Date:         May 10, 2001        By:   /s/ John M. Baer
                                  ----------------------------------------------

                                   John M. Baer
                                   Treasurer