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 JUNE 30, 2000 OR

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

                        Commission file number: 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 June 30, 2000 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 (Loss) 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                                          10

Item 3.   Quantitative and Qualitative Disclosures about Market Risk         13

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                                    15
Item 4.   Submission of Matters to a Vote of Security Holders                15
Item 5.   Other Information                                                  15
Item 6.   Exhibits and Reports on Form 8-K                                   15

SIGNATURES                                                                   16




<PAGE>



                                    FORM 10Q

                            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>
                                                                                      June 30,           December 31,
                                                                                        2000                 1999
                                                                                --------------------- --------------------
  Assets

<S>                                                                             <C>                    <C>
       Cash and due from banks                                                  $     1,265,795        $    2,576,080
       Interest-bearing demand deposits in other banks                                4,274,740             8,242,552
                                                                                --------------------- --------------------
           Cash and cash equivalents                                                  5,540,535            10,818,632
       Investment securities

           Available for sale                                                       141,218,627           145,875,328
           Held to maturity                                                             500,000               500,000
                                                                                --------------------- --------------------
                Total investment securities                                         141,718,627           146,375,328
       Loans                                                                        251,679,012           234,760,885
           Allowance for loan losses                                                  1,887,199             1,760,706
                                                                                --------------------- --------------------
                Net loans                                                           249,791,813           233,000,179
       Premises and equipment                                                         4,514,922             3,672,650
       Investments in limited partnerships                                            1,858,401             2,063,661
       Federal Home Loan Bank stock                                                   5,446,900             5,446,700
       Interest receivable                                                            2,463,645             2,246,870
       Other assets                                                                   7,471,188             7,204,023
                                                                                --------------------- --------------------

           Total assets                                                          $  418,806,031         $ 410,828,043
                                                                                ===================== ====================

  Liabilities

       Deposits

           Noninterest-bearing                                                  $       3,395,449        $  3,395,618
           Interest-bearing                                                         211,376,581           201,586,609
                                                                                --------------------- --------------------
                Total deposits                                                      214,772,030           204,982,227
       Securities sold under repurchase agreements                                    4,600,000             4,600,000
       Federal Home Loan Bank advances                                              107,937,608           103,937,608
       Note payable                                                                   1,225,501             1,714,001
       Interest payable                                                               1,200,792             1,096,519
       Other liabilities                                                              2,963,076             2,754,552
                                                                                --------------------- --------------------
           Total liabilities                                                        332,699,007           319,084,907
                                                                                --------------------- --------------------

  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 and 6,308,325 shares                   55,545,596            61,853,916
       Retained earnings                                                             44,506,466            43,575,208
       Accumulated other comprehensive loss                                          (5,830,648)          (5,065,649)
       Unearned recognition and retention plan ("RRP") shares                        (3,097,262)          (3,407,119)
       Unearned employee stock ownership plan ("ESOP") shares                        (5,017,128)          (5,213,220)
                                                                                --------------------- --------------------
           Total shareholders' equity                                                86,107,024            91,743,136
                                                                                --------------------- --------------------

           Total liabilities and shareholders' equity                             $ 418,806,031          $410,828,043
                                                                                ===================== ====================
</TABLE>


  See notes to consolidated condensed financial statements.


<PAGE>



                         LINCOLN BANCORP AND SUBSIDIARY

                   Consolidated Condensed Statement of Income
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                            Three Months Ended              Six Months Ended
                                                                                 June 30,                       June 30,
                                                                       -------------- --------------- -------------- --------------
                                                                           2000            1999           2000           1999
                                                                       -------------- --------------- -------------- --------------
Interest Income

<S>                                                                     <C>           <C>              <C>           <C>
     Loans, including fees                                              $ 4,955,827   $  4,132,625     $ 9,524,284   $  8,118,549
     Investment securities                                                2,532,149      2,679,409       5,064,861      4,952,571
     Deposits with financial institutions                                    88,294         59,549         217,301        166,755
     Dividend income                                                        108,342        108,635         216,683        216,077
                                                                       -------------- --------------- -------------- --------------
         Total interest and dividend income                               7,684,612      6,980,218      15,023,129     13,453,952
                                                                       -------------- --------------- -------------- --------------

Interest Expense

     Deposits                                                             2,665,443      2,356,412       5,112,662      4,817,276
     Short term borrowings                                                   73,837         59,186         135,759         70,242
     Federal Home Loan Bank advances                                      1,525,842      1,072,735       2,989,190      1,728,537
                                                                       -------------- --------------- -------------- --------------
         Total interest expense                                           4,265,122      3,488,333       8,237,611      6,616,055
                                                                       -------------- --------------- -------------- --------------

Net Interest Income                                                       3,419,490      3,491,885       6,785,518      6,837,897
     Provision for loan losses                                               71,023        200,114          49,151        231,164
                                                                       -------------- --------------- -------------- --------------
Net Interest Income After Provision for Loan Losses                       3,348,467      3,291,771       6,736,367      6,606,733
                                                                       -------------- --------------- -------------- --------------

Other Income

     Net realized and unrealized gains on loans                                              9,780                         12,615
     Net realized losses on sales of available-for-sale securities                                                         (3,904)
     Equity in losses of limited partnerships                              (102,630)       (86,882)       (205,260)      (169,353)
     Other income                                                           273,881        210,204         485,743        443,127
                                                                       -------------- --------------- -------------- --------------
         Total other income                                                 171,251        133,102         280,483        282,485
                                                                       -------------- --------------- -------------- --------------

Other Expenses

     Salaries and employee benefits                                       1,203,264        871,745       2,370,367      1,675,103
     Net occupancy expenses                                                  99,192         82,106         198,449        155,419
     Equipment expenses                                                     134,082        122,742         271,619        266,525
     Deposit insurance expense                                               11,610         34,635          23,578         82,306
     Data processing fees                                                   201,726        191,294         406,748        355,571
     Professional fees                                                       84,759         56,099         179,440         89,162
     Director and committee fees                                             50,358         36,149          98,283         74,097
     Mortgage servicing rights amortization                                  39,000         49,374          81,918         32,290
     Other expenses                                                         349,497        360,647         680,516        593,936
                                                                       -------------- --------------- -------------- --------------
         Total other expenses                                             2,173,488      1,804,791       4,310,918      3,324,409
                                                                       -------------- --------------- -------------- --------------

Income Before Income Tax                                                  1,346,230      1,620,082       2,705,932      3,564,809
     Income tax expense                                                     278,063        607,730         707,412      1,308,189
                                                                       -------------- --------------- -------------- --------------
Net Income                                                             $  1,068,167   $   1,012,352    $ 1,998,520   $  2,256,620
                                                                       ============== =============== ============== ==============

Basic earnings per share                                                   $    .22       $     .16       $    .39   $        .35
                                                                       ============== ==============  ============== ==============

Diluted earnings per share                                                      .22             .16            .39            .35
                                                                       ============== =============== ============== ==============
</TABLE>



See notes to consolidated condensed financial statements.
<PAGE>


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


                                                                       Three Months Ended                 Six Months Ended
                                                                            June 30,                          June 30,
                                                                      2000             1999            2000             1999
                                                                 ---------------- ---------------  ---------------- ----------------


<S>                                                                   <C>             <C>               <C>              <C>
  Net income                                                          $1,068,167      $1,012,352        $1,998,520       $2,256,620
  Other comprehensive loss, net of tax
        Unrealized losses on securities available for sale

            Unrealized holding losses arising during the
            period, net of tax benefit of $71,691 $1,935,697,
            $501,765 and $2,271,013                                    (109,301)     (2,951,193)         (764,999)      (3,462,421)

            Less: Reclassification adjustment for losses
            included in net income, net of tax benefit of
            $1,546                                                                                                          (2,358)
                                                                 ---------------- --------------- ---------------- ----------------
                                                                       (109,301)     (2,951,193)         (764,999)      (3,460,063)
                                                                 ---------------- ---------------  ---------------- ----------------

   Comprehensive income (loss)                                         $ 958,866    $(1,938,841)        $1,233,521     $(1,203,443)
                                                                 ================ =============== ================ ================

</TABLE>

See notes to consolidated condensed financial statements.


<PAGE>



                         LINCOLN BANCORP AND SUBSIDIARY

            Consolidated Condensed Statement of Shareholders' Equity
                     For the Six Months Ended June 30, 2000
                                   (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>
Balances, January 1, 2000     6,308,325    $ 61,853,916 $ 43,575,208   $ (5,065,649)    $ (3,407,119)  $(5,213,220)   $ 91,743,136

  Net income for the period                                1,998,520                                                     1,998,520
  Unrealized losses on
    securities, net of
    reclassification
    adjustment                                                             (764,999)                                      (764,999)
  Purchase of common stock    (630,832)     (6,308,320)     (224,492)                                                   (6,532,812)
  ESOP shares earned                                          18,737                                        196,092        214,829
  Amortization of unearned
    compensation expense                                     (17,702)                       309,857                        292,155
      Cash dividends ($.16
        per share)                                          (843,805)                                                     (843,805)
                             ------------ ------------- ------------- ---------------- --------------- ------------- -------------

Balances, June 30, 2000       5,677,493     $55,545,596  $44,506,466    $(5,830,648)    $(3,097,262)    $(5,017,128)   $86,107,024
                             ============ ============= ============= ================ =============== ============= =============

</TABLE>



See notes to consolidated condensed financial statements.


<PAGE>



                         LINCOLN BANCORP AND SUBSIDIARY

                 Consolidated Condensed Statement of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                             Six Months Ended
                                                                                                 June 30,
                                                                                     --------------------------------
                                                                                         2000                1999
                                                                                     ------------        ------------
Operating Activities

<S>                                                                                  <C>                 <C>
     Net income                                                                      $  1,998,520        $  2,256,620
     Adjustments to reconcile net income to net
        cash provided by operating activities
       Provision for loan losses                                                           49,151             231,164
       (Gain) loss on sale of  foreclosed real estate                                       1,416              (9,449)
       Loss on disposal of premises and equipment                                                               4,219
       Investment securities accretion, net                                              (201,181)           (176,495)
       Investment securities (gains) losses                                                 3,904
       Equity in losses of limited partnerships                                           205,260             169,353
       Amortization of net loan origination fees                                         (151,295)           (174,123)
       Depreciation and amortization                                                      215,647             202,225
       Amortization of unearned compensation expense                                                          292,155
       ESOP shares earned                                                                 214,829             214,828
       Net change in:
         Interest receivable                                                             (216,775)           (522,936)
         Interest payable                                                                 104,273            (110,343)
       Other adjustments                                                                  584,097             294,541
                                                                                     ------------        ------------
              Net cash provided by operating activities                                 3,096,097           2,383,508
                                                                                     ------------        ------------

Investing Activities

     Purchases of securities available for sale                                        (2,585,354)        (64,794,311)
     Proceeds from sales of securities available for sale                                                  10,259,375
     Proceeds from maturities of securities available for sale                          6,176,472          12,646,463
     Proceeds from maturities of securities held to maturity                                                  750,000
     Net change in loans                                                              (15,733,458)        (19,827,014)
     Purchases of loans                                                                (1,116,350)         (4,761,641)
     Purchase of FHLB of Indianapolis stock                                                  (200)
     Purchases of premises and equipment                                               (1,057,919)           (612,248)
     Proceeds from sale of foreclosed  real estate                                         93,675              54,907
                                                                                     ------------        ------------
              Net cash used by investing activities                                   (14,223,134)        (66,284,469)
                                                                                     ------------        ------------

Financing Activities
     Net change in

        Noninterest-bearing, interest-bearing demand,
                money market and savings deposits                                       3,908,553           6,850,440
        Certificates of deposit                                                         5,881,250         (14,455,616)
        Short-term borrowings                                                                               4,600,000
     Proceeds from FHLB advances                                                       57,000,000          61,000,000
     Repayment of FHLB advances                                                       (53,000,000)        (10,000,000)
     Payment on note payable to limited partnership                                      (488,500)           (488,500)
     Dividends paid                                                                      (891,118)           (420,555)
     Purchase of common stock                                                          (6,532,812)
     Additional conversion costs                                                                              (13,706)
     Net change in advances by borrowers for taxes and insurance                          (28,433)            (51,284)
                                                                                     ------------        ------------
              Net cash provided by financing activities                                 5,848,940          47,020,779
                                                                                     ------------        ------------

Net Change in Cash and Cash Equivalents                                                (5,278,097)        (16,880,182)

Cash and Cash Equivalents, Beginning of Period                                         10,818,632          22,907,357
                                                                                     ------------        ------------

Cash and Cash Equivalents, End of Period                                             $  5,540,535        $  6,027,175
                                                                                     ============        ============

Additional Cash Flows and Supplementary Information

     Interest paid                                                                   $  8,133,338        $  6,726,398
     Income tax paid                                                                      836,500             771,250
     Loan balances transferred to foreclosed real estate                                  160,318

</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 subsidiary,  L-F Service Corporation ("L-F Service").  A summary of
significant  accounting  policies  is set forth in Note 1 of Notes to  Financial
Statements included in the December 31, 1999 Annual Report to Shareholders.  All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

The interim  consolidated  condensed 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  condensed financial  statements at June 30, 2000, and
for the three and six months ended June 30, 2000 and 1999, 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 ("ESOP") shares have
been excluded from the computation of average common shares outstanding.
<TABLE>
<CAPTION>
                                             Three Months Ended                         Three Months Ended
                                                June 30, 2000                               June 30, 1999
                                                -------------                                   --------
                                                  Weighted                                         Weighted
                                                   Average        Per Share                         Average     Per Share
                                      Income       Shares           Amount          Income          Shares        Amount
                                      ------       ------           ------          ------          ------        ------
<S>                                  <C>           <C>                <C>           <C>            <C>               <C>
  Basic earnings per share

     Income available to common
      shareholders                   $1,068,167    4,926,466          $ .22         $ 1,012,352    6,463,292         $ .16
                                                                 ===========                                    ===========
  Effect of dilutive RRP awards
  and stock options
                                   ------------- ---------------                ---------------- --------------

  Diluted earnings per  share
    Income available to  common
      shareholders and assumed
      conversions                    $1,068,167    4,926,466          $ .22         $ 1,012,352    6,463,292         $ .16
                                   ============= =============== ===========    ================ ============== ===========
</TABLE>

<TABLE>
<CAPTION>
                                              Six Months Ended                              Six Months Ended
                                                June 30, 2000                                June 30, 1999
                                                -------------                                -------------
                                                  Weighted                                         Weighted
                                                   Average        Per Share                         Average     Per Share
                                      Income       Shares           Amount          Income          Shares        Amount
                                      ------       ------           ------          ------          ------        ------
 <S>                                  <C>           <C>                <C>           <C>            <C>               <C>
 Basic earnings per share
    Income available to common
      shareholders                   $1,998,520    5,095,408          $ .39         $ 2,256,620    6,458,365         $ .35
                                                                 ===========                                    ===========

  Effect of dilutive RRP awards
  and stock options
                                   ------------- ---------------                ---------------- --------------

  Diluted earnings per  share

    Income available to  common
      shareholders and assumed
      conversions                    $1,998,520    5,095,408          $ .39         $ 2,256,620    6,458,365         $ .35
                                   ============= =============== ===========    ================ ============== ===========
</TABLE>


Note 3: Business Combinations

On March 21, 2000, the Company signed a definitive agreement to acquire Citizens
Bancorp,  Frankfort,  Indiana.  The acquisition  will be accounted for under the
purchase  method of accounting.  Under the terms of the  agreement,  the Company
will exchange .9375 shares of the Company's  common stock and $9.375 in cash for
each share of Citizens'  common stock. The transaction is subject to approval by
shareholders of Citizens Bancorp and appropriate regulatory agencies. As of June
30,  2000,  Citizens  Bancorp  had  total  assets  and  shareholders'  equity of
$63,732,000 and $15,126,000 respectively.

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  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.  Lincoln Federal  currently  conducts its business
from six  full-service  offices  located in Hendricks,  Montgomery,  Clinton and
Morgan Counties,  Indiana,  with its main office located in Plainfield.  Lincoln
Federal opened an office in Avon, Indiana in January, 1999 and its newest office
in Mooresville,  Indiana in April,  1999.  Lincoln Federal'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 one subsidiary, 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").  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  $418.8  million at June 30, 2000, an increase from December 31,
1999 of $8.0 million.  This growth  occurred in net loans, up $16.8 million from
year-end 1999,  and was reflected in every major  category of loans,  especially
commercial loans, up $7.3 million. Loan growth was funded primarily by growth of
deposits and cash flow from investments. Deposits totaled $214.8 million at June
30, 2000,  an increase of $9.8 million from  December 31, 1999.  The majority of
this growth was in public fund  certificates of deposit.  Federal Home Loan Bank
advances and repurchase agreements increased $4.0 million to $112.5 million.

The book value of Lincoln  Bancorp common stock was $15.17 per share at June 30,
2000  compared to $14.54 at December 31, 1999.  The book value has been affected
positively by the repurchase of 630,832  shares of Lincoln  Bancorp common stock
during the first and  second  quarters  of 2000.  Lincoln  Bancorp  successfully
completed its second 10% stock repurchase totaling 630,832 shares in April. This
brought total shares  repurchased  to 1,331,757  shares,  or 19% of the original
shares issued in the stock  conversion,  which was  consummated  on December 30,
1998. The repurchase was accomplished from August 1999 through April 2000.

Comparison  of  Operating  Results for the Three  Months Ended June 30, 2000 and
1999

Net income for the three months ended June 30, 2000 was $1,069,000,  or $.22 for
both basic and diluted  earnings per share.  This compared to net income for the
comparable  period in 1999 of  $1,012,000,  or $.16 for both  basic and  diluted
earnings per share. Return on assets as 1.03% and return on equity was 4.97% for
the second  quarter of 2000 compared to 1.00% and 3.79%,  respectively,  for the
same period last year.

Net interest  income for the second quarter of 2000 was  $3,419,000  compared to
$3,492,000  for the same period in 1999.  Net interest  margin was 3.32% for the
three-month period ended June 30, 2000, compared to 3.55% for the same period in
1999.  The  average  yield on earning  assets  increased  .36% in 2000 while the
average cost of interest-bearing  liabilities  increased .47% from the second of
1999 to the second quarter of 2000.  This reduced spread from 2.28% to 2.16%, or
12 basis points.

Lincoln  Bancorp's  provision for loan losses for the  three-month  period ended
June 30, 2000 was $71,000  compared to a provision  expense of $200,000  for the
same period in 1999.

Other income for the three  months ended June 30, 2000 was $172,000  compared to
$133,000 for the same quarter in 1999. Equity in losses of limited  partnerships
increased  $15,000 from the second quarter of 1999 due to the operating  results
of the limited  partnerships.  Service fee income on deposit accounts  increased
$35,000 for the quarter over the same quarter last year.

Other expenses were $2,173,000 for the three months ended June 30, 2000 compared
to $1,805,000  for the  comparable  period in 1999. The increase in expenses was
primarily  the  result  of  additional  costs  associated  with  key  management
additions  and  costs  of the  management  recognition  and  retention  plan not
incurred in the first half of 1999.

Income taxes were  $278,000,  or 21% of pretax income for the second  quarter of
2000,  compared to income taxes of $608,000,  or nearly 38% of pretax income for
the same period in 1999. This decline  resulted from a decrease in pretax income
and  from  a  recent  revision  to  the  Indiana  Code  that  permits  financial
institutions  incorporated in Indiana to apportion  income in the same manner as
financial  institutions  incorporated  in other  states.  This  revision  to the
statute was made  retroactive to January 1, 1999.  Lincoln Bancorp  recognized a
single adjustment to its income tax expense in the second quarter of 2000.

Comparison of Operating Results for the Six Months Ended June 30, 2000 and 1999

Net income for the six months  ended June 30, 2000 was  $1,999,000,  or $.39 for
both basic and diluted earnings per share. This compared to $2,257,000,  or $.35
for both  basic and  diluted  earnings  per  share for the same  period of 1999.
Return on assets was .96% and return on equity was 4.57%  compared  to 1.16% and
4.23%, respectively, for the same period ended June 30, 1999.

Net  interest  income for the six  months  ended  June 30,  2000 was  $6,785,000
compared to  $6,838,000  for the same period in 1999.  Net  interest  margin was
3.31% through June 30, 2000, which is a reduction from 3.64% for 1999. Continued
pressure on net interest  margin was partially  the result of the  repurchase by
Lincoln Bancorp of its common stock pursuant to the Company's  stock  repurchase
program, and from the 18 basis point reduction in its interest rate spread.

Lincoln Bancorp's  provision for loan losses for the six-month period ended June
30, 2000 was  $49,000,  compared to $231,000  for the same period  during  1999.
Nonperforming  loans to total loans at June 30, 2000 were .24%  compared to .47%
at December 31, 1999 while  nonperforming  assets to total assets  declined from
 .28% at December 31, 1999 to .17% at the end of June,  2000.  The  allowance for
loan losses as a percentage  of loans at June 30, 2000 and December 31, 1999 was
 .8% and .7%, respectively.

Other  income for the six months  ended June 30, 2000 was  $281,000  compared to
$282,000 for the same period last year.

For the six-month  period ended June 30, 2000,  other  expenses were  $4,311,000
compared to $3,324,000 for the same period in 1999. The increase in expenses was
primarily  the  result  of  additional  costs  associated  with  key  management
additions  and  costs  of the  management  recognition  and  retention  plan not
incurred in the first half of 1999.

Income tax expense for the six-month period ended June 30, 2000 was $707,000,  a
decrease of  $601,000,  or 46% for the same period  during 1999.  This  decrease
resulted  from a decrease  in pretax  income and from a recent  revision  to the
Indiana  Code that permits  financial  institutions  incorporated  in Indiana to
apportion  income in the same manner as financial  institutions  incorporated in
other states.  This revision to the statute was made  retroactive  to January 1,
1999.  Lincoln Bancorp  recognized a single adjustment to its income tax expense
in the second quarter of 2000.

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,  which are not necessarily consistent with
generally  accepted  accounting  principles.  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 $3.4 million of loans  classified as special  mention as of
June 30, 2000 and no loans  classified  as special  mention as of  December  31,
1999. The increase in loans  classified as special  mention was  attributable to
four  commercial  loan  relationships.  In  addition,  Lincoln  Federal had $1.1
million of loans  classified as  substandard  both at June 30, 2000 and December
31, 1999.  At June 30, 2000 and December 31, 1999,  no loans were  classified as
doubtful or loss.  Lincoln Federal reviews all loans on an individual basis when
the loan reaches ninety days past due to determine whether non-accrual status is
necessary.  At June 30, 2000, and December 31, 1999,  respectively,  non-accrual
loans were  $594,000 and $1.1  million.  The  allowance for loan losses was $1.9
million and $1.8 million,  or approximately .8% and .7% of net loans at June 30,
2000 and December 31, 1999.

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 June
30, 2000,  Lincoln  Federal had liquid  assets of $84.4  million and a liquidity
ratio of 32.2%.

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, 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.

                                June 30, 2000
                       Net Portfolio Value       NPV as % of PV of Assets
   Changes
   In Rates   $ Amount    $ Change     %Change     NPV Ratio     Change
   --------   --------    ---------    -------     ---------     ------

   +300 bp     45,012     -32,138        -42%        11.87%      -661 bp
   +200 bp     55,416     -21,733        -28%        14.15%      -433 bp
   +100 bp     66,306     -10,844        -14%        16.39%      -209 bp
      0 bp     77,150                                18.47%
   -100 bp     86,656       9,506         12%        20.18%      +171 bp
   -200 bp     92,067      14,917         19%        21.06%      +258 bp
   -300 bp     94,630      17,480         23%        21.40%      +292 bp



                                     June 30, 1999
                      Net Portfolio Value            NPV as % of PV of Assets
   Changes
   In Rates    $ Amount    $ Change     %Change       NPV Ratio       Change
   --------    --------    ---------    -------       ---------       ------
   +300 bp     $51,476     $31,079        38%          14.03%        -629 bp
   +200 bp      62,130      20,426        25%          16.34%        -398 bp
   +100 bp      72,781       9,774        12%          18.49%        -183 bp
      0 bp      82,555                                 20.33%
   -100 bp      89,561       7,006         8%          21.52%        +120 bp
   -200 bp      92,508       9,952        12%          21.91%        +158 bp
   -300 bp      94,590      12,035        15%          22.12%        +180 bp


The analysis at June 30, 2000 indicates that there have been no material changes
in  market  interest  rates or 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, 1999.

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 a Vote of Security Holders

               On April 18,  2000,  the Company  held its Annual  Meeting of the
               Shareholders.  A total of 4,599,433  shares were  represented  in
               person or by proxy at the  meeting.  Lester N.  Bergum,  Jr.  was
               elected to the Board of Directors for a three-year  term expiring
               in 2003.  4,455,641 shares were voted in favor of the election of
               the  nominee and there were  143,792  votes  withheld.  Dennis W.
               Dawes was elected to the Board of Directors for a three-year term
               expiring  in 2003.  4,403,213  shares  were voted in favor of the
               election of the nominee and there were 196,220 votes withheld.

               The terms of office of the following directors of Lincoln Bancorp
               continued after the Annual Shareholder Meeting:

                  Name                            Term Expires In
                  ----                            ---------------
                  W. Thomas Harmon                     2001
                  Jerry R. Holifield                   2001
                  David E. Mansfield                   2002
                  John C. Milholland                   2001
                  T. Tim Unger                         2002
                  John L. Wyatt                        2002

              None.

Item 5.       Other Information.

              None.

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

                    (a) Exhibits 27.  Financial Data Schedule

                    (b) None.


<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:         August 14, 2000                      By: /s/ T. Tim Unger
              ---------------                      --------------------
                                                   T. Tim Unger
                                                   President and Chief Executive
                                                   Officer

Date:         August 14, 2000                      By: /s/ John M. Baer
              ---------------                      --------------------
                                                   John M. Baer
                                                   Treasurer