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, 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 June 30, 2001 was 5,471,735.






<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.                                      10

Item 3.    Quantitative and Qualitative Disclosures about Market Risk      13

PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings                                               14
Item 2.    Changes in Securities                                           14
Item 3.    Defaults Upon Senior Securities                                 14
Item 4.    Submission of Matters to a Vote of Security Holders             14
Item 5.    Other Information                                               15
Item 6.    Exhibits and Reports on Form 8-K                                15

SIGNATURES                                                                 16




<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
<TABLE>
<CAPTION>

                         LINCOLN BANCORP AND SUBSIDIARY
                      Consolidated Condensed Balance Sheet
                                   (Unaudited)

                                                                                      June 30,           December 31,
                                                                                        2001                 2000
                                                                                ------------------------------------------
<S>                                                                             <C>                      <C>
  Assets
       Cash and due from banks                                                  $     2,264,798          $  1,998,763
       Short-term interest-bearing demand deposits in other banks                    21,238,371             8,987,080
                                                                                ------------------------------------------
           Cash and cash equivalents                                                 23,503,169            10,985,843
       Interest-bearing deposits                                                        198,005               989,975
       Investment securities
           Available for sale                                                       127,566,864           133,658,742
           Held to maturity                                                                                   500,000
                                                                                ------------------------------------------
                Total investment securities                                         127,566,864           134,158,742
       Loans                                                                        338,795,743           328,557,520
           Allowance for loan losses                                                  2,459,648             2,366,777
                                                                                ------------------------------------------
                Net Loans                                                           336,336,095           326,190,743
       Premises and equipment                                                         5,309,346             5,397,384
       Investments in limited partnerships                                            1,500,277             1,693,477
       Federal Home Loan Bank stock                                                   7,734,400             7,734,400
       Interest receivable                                                            2,677,267             3,110,580
       Core deposit intangibles and goodwill                                          2,138,126             2,231,908
       Other assets                                                                   6,925,252             7,578,324
                                                                                ------------------------------------------

           Total assets                                                         $   513,888,801         $ 500,071,376
                                                                                ==========================================

  Liabilities
       Deposits
           Noninterest-bearing                                                  $     7,336,612          $  4,143,904
           Interest-bearing                                                         271,236,617           247,714,971
                                                                                ------------------------------------------
                Total deposits                                                      278,573,229           251,858,875
       Securities sold under repurchase agreements                                   15,000,000            14,600,000
       Federal Home Loan Bank advances                                              126,439,617           138,422,524
       Note payable                                                                     737,001             1,225,501
       Interest payable                                                               1,446,995             1,519,277
       Other liabilities                                                              3,453,557             3,856,545
                                                                                ------------------------------------------
           Total liabilities                                                        425,650,399           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 - 5,471,735 and 5,677,493 shares                   53,428,643            55,496,031
       Retained earnings                                                             43,292,376            42,922,034
       Accumulated other comprehensive income (loss)                                 (1,165,733)          (1,978,595)
       Unearned recognition and retention plan (RRP) shares                          (2,670,974)          (3,019,796)
       Unearned employee stock ownership plan (ESOP) shares                          (4,645,910)          (4,831,020)
                                                                                ------------------------------------------
           Total shareholders' equity                                                88,238,402            88,588,654
                                                                                ------------------------------------------

           Total liabilities and shareholders' equity                            $  513,888,801          $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              Six Months Ended
                                                                             June 30,                       June 30,
                                                                     -------------------------------------------------------------
                                                                       2001           2000          2001             2000
                                                                     -------------------------------------------------------------
<S>                                                                  <C>            <C>           <C>            <C>
Interest Income
     Loans, including fees                                           $ 6,849,081    $ 4,955,827   $13,624,400    $ 9,524,284
     Investment securities                                             2,123,257      2,532,149     4,386,098      5,064,861
     Deposits with financial institutions                                137,387         88,294       247,285        217,301
     Dividend income                                                     149,444        108,342       302,013        216,683
                                                                     -------------------------------------------------------------
         Total interest and dividend income                            9,259,169      7,684,612    18,559,796     15,023,129
                                                                     -------------------------------------------------------------

Interest Expense
     Deposits                                                          3,342,886      2,665,443     6,646,116      5,112,662
     Repurchase agreements                                               214,877         73,837       437,639        135,759
     Federal Home Loan Bank advances                                   1,659,095      1,525,842     3,482,206      2,989,190
                                                                     -------------------------------------------------------------
         Total interest expense                                        5,216,858      4,265,122    10,565,961      8,237,611
                                                                     -------------------------------------------------------------

Net Interest Income                                                    4,042,311      3,419,490     7,993,835      6,785,518
     Provision for loan losses                                            24,533         71,023       138,578         49,151
                                                                     -------------------------------------------------------------
Net Interest Income After Provision for Loan Losses                    4,017,778      3,348,467     7,855,257      6,736,367
                                                                     -------------------------------------------------------------

Other Income
     Service charges on deposit accounts                                 169,620         84,063       312,456        150,972
     Net gains on sale of loans                                          210,037                      299,526
     Equity in losses of limited partnerships                            (99,900)      (102,630)     (193,200)      (205,260)
     Other income                                                        189,537        189,818       421,511        334,771
                                                                     -------------------------------------------------------------
         Total other income                                              469,294        171,251       840,293        280,483
                                                                     -------------------------------------------------------------

Other Expenses
     Salaries and employee benefits                                    1,570,657      1,203,264     3,086,408      2,370,367
     Net occupancy expenses                                              155,518         99,192       307,581        198,449
     Equipment expenses                                                  143,360        134,082       323,694        271,619
     Advertising and business development                                132,097         88,697       228,364        171,175
     Data processing fees                                                256,276        201,726       508,195        406,748
     Professional fees                                                   118,101         84,759       202,165        179,440
     Director and committee fees                                          66,408         50,358       136,014         98,283
     Mortgage servicing rights amortization                               45,902         39,000        88,265         81,918
     Other expenses                                                      427,561        272,410       793,253        532,919
                                                                     -------------------------------------------------------------
         Total other expenses                                          2,915,880      2,173,488     5,673,939      4,310,918
                                                                     -------------------------------------------------------------

Income Before Income Tax                                               1,571,192      1,346,230     3,021,611      2,705,932
     Income tax expense                                                  538,427        278,063       984,050        707,412
                                                                     -------------------------------------------------------------

Net Income                                                           $ 1,032,765   $  1,068,167    $2,037,561    $ 1,998,520
                                                                     =============================================================



Basic earnings per share                                             $       .21   $        .22    $      .41    $       .39
                                                                     =============================================================
Diluted earnings per share                                                   .21            .22           .41            .39
                                                                     =============================================================
</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                 Six Months Ended
                                                                        June 30,                          June 30,
                                                              -------------------------------------------------------------------
                                                                   2001             2000             2001              2000
                                                              -------------------------------------------------------------------
<S>                                                              <C>               <C>             <C>               <C>
  Net Income                                                     $ 1,032,765       $1,068,167      $ 2,037,561       $1,998,520
  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 $(301,962), $(71,691),
            $533,159 and $(501,765)                                 (460,376)        (109,301)         812,862         (764,999)
                                                              -------------------------------------------------------------------
   Comprehensive income                                          $   572,389       $  958,866      $ 2,850,423       $1,233,521
                                                              ===================================================================


See notes to consolidated condensed financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                         LINCOLN BANCORP AND SUBSIDIARY
            Consolidated Condensed Statement of Shareholders' Equity
                     For the Six Months Ended June 30, 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                                2,037,561                                                  2,037,561
  Unrealized gains on
    securities, net of
    reclassification
    adjustment                                                              812,862                                     812,862
  Purchase of common stock      (215,100)   (2,140,000)     (793,650)                                                (2,933,650)
  Stock options exercised          9,342        72,612                                                                   72,612
  ESOP shares earned                                          57,383                                     185,110        242,493
  Amortization of unearned
    compensation expense                                     (16,080)                      348,822                      332,742
  Cash dividends ($.18 per
    share)                                                  (914,872)                                                  (914,872)
                            ----------------------------------------------------------------------------------------------------

Balances, June 30, 2001        5,471,735  $ 53,428,643  $ 43,292,376    $(1,165,733)   $(2,670,974)  $(4,645,910)  $ 88,238,402
                            ====================================================================================================


</TABLE>
See notes to consolidated condensed financial statements.

<PAGE>
<TABLE>
<CAPTION>
                         LINCOLN BANCORP AND SUBSIDIARY
                 Consolidated Condensed Statement of Cash Flows
                                   (Unaudited)
                                                                                  Six Months Ended
                                                                                      June 30,
                                                                       ----------------------------------------
                                                                             2001                 2000
                                                                       ----------------------------------------
<S>                                                                     <C>                  <C>
  Operating Activities
       Net income                                                       $  2,037,561         $  1,998,520
       Adjustments to reconcile net income to net cash provided
         (used) by  operating activities
           Provision for loan losses                                         138,578               49,151
           Loss on sale of  foreclosed real estate                            14,034                1,416
           Investment securities accretion, net                             (224,422)            (201,181)
           Equity in losses of limited partnerships                          193,200              205,260
           Amortization of net loan origination fees                        (275,324)            (151,295)
           Depreciation and amortization                                     285,665              215,647
           Amortization of purchase accounting adjustments                    60,590
           Amortization of unearned compensation expense                     332,742              292,155
           ESOP shares earned                                                242,493              214,829
           Net change in:
             Interest receivable                                             433,313             (216,775)
             Interest payable                                                (72,282)             104,273
           Other adjustments                                                (227,536)             584,097
                                                                       ----------------------------------------
                Net cash provided  by operating activities                 2,938,612            3,096,097
                                                                       ----------------------------------------

  Investing Activities
       Net change in interest-bearing deposits                               791,970
       Purchases of securities available for sale                                              (2,585,354)
       Proceeds from maturities of securities available for sale           7,662,321            6,176,472
       Proceeds from maturities of securities held to maturity               500,000
       Net change in loans                                               (10,147,521)         (16,849,808)
       Purchase of FHLB of Indianapolis stock                                                        (200)
       Purchases of premises and equipment                                  (197,627)          (1,057,919)
       Proceeds from sale of foreclosed  real estate                          78,864               93,675
                                                                       ----------------------------------------
                Net cash used by investing activities                     (1,311,993)         (14,223,134)
                                                                       ----------------------------------------
  Financing Activities
       Net change in
          Noninterest-bearing, interest-bearing demand,
            money market and savings deposits                              6,335,507            3,908,553
          Certificates of deposit                                         20,365,396            5,881,250
       Proceeds from repurchase agreements                                   400,000
       Proceeds from FHLB advances                                        20,000,000           57,000,000
       Repayment of FHLB advances                                        (32,000,000)         (53,000,000)
       Payment on note payable to limited partnership                       (488,500)            (488,500)
       Dividends paid                                                       (933,390)            (891,118)
       Purchase of common stock                                           (2,933,650)          (6,532,812)
       Stock options exercised                                                72,612
       Net change in advances by borrowers for taxes and insurance            72,732              (28,433)
                                                                       ----------------------------------------
                Net cash provided  by financing activities                10,890,707            5,848,940
                                                                       ----------------------------------------

  Net Change in Cash and Cash Equivalents                                 12,517,326           (5,278,097)

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

  Cash and Cash Equivalents, End of Period                              $ 23,503,169        $   5,540,535
                                                                       ========================================

  Additional Cash Flows and Supplementary Information
       Interest paid                                                    $ 10,638,243        $   8,133,338
       Income tax paid                                                     1,170,000              836,500
       Loan balances transferred to foreclosed real estate                   202,651              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 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  condensed financial  statements at June 30, 2001, and
for the three and six months ended June 30, 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 ("ESOP") shares have
been excluded from the computation of average common shares outstanding.
<TABLE>
<CAPTION>
                                                Three Months Ended                          Three Months Ended
                                                   June 30, 2001                               June 30, 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                    $ 1,032,765    4,897,536         $ .21       $1,068,167   4,926,466         $ .22
                                                                      ==========                                ===========

     Effect of dilutive RRP awards
     and stock options                                     58,909
                                       ---------------------------                  ----------------------------

     Diluted earnings per  share
       Income available to  common
         shareholders and assumed
         conversions                      $1,032,765    4,956,445         $ .21       $1,068,167   4,926,466         $ .22
                                       =========================================   ========================================

<PAGE>





                                                 Six Months Ended                              Six Months Ended
                                                   June 30, 2001                                June 30, 2000
                                                -------------                                   -------------

                                                     Weighted                                       Weighted
                                                      Average        Per Share                       Average     Per Share
                                         Income       Shares           Amount          Income        Shares        Amount
                                         ------       ------           ------          ------        ------        ------
  Basic earnings per share
    Income available to common
      shareholders                        $2,037,561    4,913,520         $ .41       $1,998,520   5,095,408         $ .39
                                                                     ===========                                ===========

  Effect of dilutive RRP awards
  and stock options                                        46,542
                                   -------------------------------                ------------------------------

  Diluted earnings per  share
    Income available to  common
      shareholders and assumed
      conversions                         $2,037,561    4,960,061         $ .41       $1,998,520   5,095,408         $ .39
                                   =============================================    =======================================


</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.


<PAGE>

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  $513.9  million at June 30, 2001, an increase from December 31,
2000 of $13.8  million  for an  annualized  growth  rate of nearly 6%. Net loans
increased $10.1 million from December 31, 2000 to June 30, 2001 due primarily to
a $17.6 million increase in commercial  loans.  Loan growth was funded by growth
of deposits.

Deposits  totaled  $278.6 million at June 30, 2001, an increase of $26.7 million
or an annualized rate of 21% from December 31, 2000. The majority of this growth
was in  certificates  of  deposit,  up $20.4  million.  Federal  Home  Loan Bank
advances and  repurchase  agreements  decreased  $11.6 million from December 31,
2000 to $141.4 million at June 30, 2001.

Shareholders' equity decreased $350,0000 from $88.6 million at December 31, 2000
to $88.2  million at June 30,  2001.  The decrease in  shareholders'  equity was
primarily  due to  stock  repurchases  of $2.9  million  and cash  dividends  of
$915,000.  These  decreases  were offset by net income for the six months  ended
June 30, 2001 of $2.0 million,  Employee Stock  Ownership  Plan ("ESOP")  shares
earned of  $242,000,  unearned  compensation  amortization  of  $333,000,  stock
options  exercised of $73,000 and an $813,000  reduction in unrealized losses on
investment securities available for sale.

Comparison  of  Operating  Results for the Three  Months Ended June 30, 2001 and
2000

Net income for the three months ended June 30, 2001 was $1,033,000,  or $.21 for
both basic and diluted  earnings per share.  This compared to net income for the
comparable  period in 2000 of  $1,068,000,  or $.22 for both  basic and  diluted
earnings per share. Return on assets was .80% and return on equity was 4.57% for
the second  quarter of 2001 compared to 1.03% and 4.97%,  respectively,  for the
same period in 2000.

Net interest  income for the second quarter of 2001 was  $4,042,000  compared to
$3,419,000 for the same period in 2000. The increase in net interest  income was
primarily due to an increase in earning assets as a result of the acquisition of
Citizens.  Net interest margin was 3.24% for the  three-month  period ended June
30, 2001  compared to 3.32% for the same  period in 2000.  The average  yield on
earning  assets  decreased .04% for the second quarter 2001 compared to the same
period in 2000. The average cost of interest-bearing  liabilities decreased .25%
from the second  quarter of 2000 to the second  quarter of 2001.  This increased
spread from 2.16% to 2.38%, or .22%.

The Bank's  provision  for loan losses for the second  quarter  2001 was $25,000
compared to $71,000 for the same  period in 2000.  Nonperforming  loans to total
loans at June 30, 2001 were .38%  compared to .69% at December 31,  2000,  while
nonperforming  assets to total  assets  were .29% at June 30 compared to .47% at
December 31, 2000.  The  allowance  for loan losses as a percentage  of loans at
June 30, 2001 was .73% compared to .72% at December 31, 2000.

Other income for the three  months ended June 30, 2001 was $469,000  compared to
$171,000 for the same quarter of 2000.  Service charges on deposit accounts were
$170,000 in the second  quarter of 2001,  an increase of $86,000 from the second
quarter of 2000.  This increase was a result of the  acquisition of Citizens and
Lincoln Federal's program to attract  transaction deposit accounts that began in
2001. Mortgage loan sale income was $210,000 in the second quarter of 2001 while
no income was recognized in the same period of 2000.
<PAGE>

Other  expenses  were $2.9  million  for the three  months  ended June 30,  2001
compared to $2.2 million for the  comparable  three months of 2000. The increase
in expenses was  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.

Income taxes were 34% of pretax  income for the second  quarter of 2001 compared
to 21% for the same period in 2000.  This  difference  from year to year was the
result of a 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 stature was made
retroactive  to January 1, 1999 and  recognized  as a single  adjustment  in the
second quarter of 2000.

Comparison of Operating Results for the Six Months Ended June 30, 2001 and 2000

Net income for the six months  ended June 30, 2001 was  $2,038,000,  or $.41 for
both basic and diluted  earnings per share.  This compared to net income for the
comparable  period in 2000 of  $1,999,000,  of $.39 for both  basic and  diluted
earnings per share. Return on assets was .80% and return on equity was 4.52% for
the six months ended June 30, 2001 compared to .96% and 4.57%, respectively, for
the same period in 2000.

Net  interest  income for the six  months  ended  June 30,  2001 was  $7,994,000
compared to $6,786,000 for the same period in 2000. The increase in net interest
income was  primarily  due to an increase  in earning  assets as a result of the
acquisition of Citizens.  Net interest margin was 3.23% for the six-month period
ended June 30, 2001  compared to 3.31% for the same period in 2000.  The decline
in net interest margin was due to a decline in average  interest-earning  assets
to average  interest-bearing  liabilities  from 128.8% for the six months  ended
June 30, 2000 to 120.6% for the same period in 2001 which was a result of active
stock repurchases by the Company.  The average yield on earning assets increased
 .17% for the six months ended June 30, 2001 compared to the same period in 2000.
The average  cost of  interest-bearing  liabilities  decreased  .03% for the six
months ended June 30, 2001 compared to the same period in 2000.  This  increased
spread from 2.15% to 2.35%, or .20%.

The Bank's  provision for loan losses for the six months ended June 30, 2001 was
$139,000 compared to $49,000 for the same period in 2000.

Other  income for the six months  ended June 30, 2001 was  $840,000  compared to
$280,000 for the same quarter of 2000.  Service charges on deposit accounts were
$312,000 for the six months ended June 30,  2001,  an increase of $161,000  from
the comparable  period in 2000. This increase was a result of the acquisition of
Citizens and Lincoln Federal's program to attract  transaction  deposit accounts
that began in 2001.  Mortgage  loan sale income was  $300,000 for the six months
ended June 30, 2001 while no income was recognized in the same period of 2000.

Other expenses were $5.7 million for the six months ended June 30, 2001 compared
to $4.3 million for the  comparable six months of 2000. The increase in expenses
was 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.

Income  taxes were 33% of pretax  income for the six months  ended June 30, 2001
compared to 26% for the same period in 2000.  This  difference from year to year
was the  result  of a  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
stature  was made  retroactive  to  January 1, 1999 and  recognized  as a single
adjustment 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.  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

<PAGE>

values. A loan classified as a loss is considered uncollectible. Lincoln Federal
had $3.9 million and $2.6 million of loans  classified as special  mention as of
June 30, 2001 and December 31, 2000, respectively.  In addition, Lincoln Federal
had $1.7 million and $2.3 million of loans classified as substandard at June 30,
2001 and  December  31,  2000,  respectively.  At June 30, 2001 and December 31,
2000,  no loans were  classified  as doubtful  or loss.  At June 30,  2001,  and
December 31, 2000,  respectively,  non-accrual  loans were $1.3 million and $1.4
million.  At June 30, 2001 and December 31, 2000,  the allowance for loan losses
was $2.5 million and $2.4 million,  respectively or approximately  .73% and .72%
of loans, respectively.

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, 2001,  Lincoln  Federal had liquid  assets of $94.7  million and a liquidity
ratio of 22.9%.

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 March 31, 2001 and 2000, 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.



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

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

   +300 bp        60,635      -32,909        -35%        12.58%     -525 bp
   +200 bp        71,648      -21,896        -23%        14.44%     -339 bp
   +100 bp        82,846      -10,699        -11%        16.22%     -160 bp
      0 bp        93,544                                 17.83%
   -100 bp       100,274        6,729         +7%        18.74%      +92 bp
   -200 bp       103,495        9,950        +11%        19.10%     +127 bp
   -300 bp       105,587       12,043        +13%        19.28%     +145 bp


<PAGE>



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

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

   +300 bp        44,661      -32,040        -42%        11.81%     -658 bp
   +200 bp        59,786      -21,915        -29%        24.03%     -436 bp
   +100 bp        65,925      -10,776        -14%        16.32%     -207 bp
      0 bp        76,701                                 18.39%
   -100 bp        86,023        9,322         12%        20.05%     +166 bp
   -200 bp        91,424       14,723         19%        20.92%     +253 bp
   -300 bp        93,338       16,637         22%        21.13%     +274 bp


Management  believes  at March 31, 2001 and June 30, 2001 there were 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 a Vote of Security Holders

              On  April 17,  2001,  the Company  held its Annual  Meeting of the
              Shareholders.  A  total of 4,889,327  shares were  represented  in
              person or  by proxy at the meeting.  W. Thomas  Harmon was elected
              to  the Board of Directors for a three-year term expiring in 2004.
              4,843,289  shares  were  voted in  favor  of the  election  of the
              nominee and there  were 46,038 votes withheld.  Jerry R. Holifield
              was  elected  to the Board of  Directors  for  a  three-year  term
              expiring  in  2004.  4,835,856  shares  were voted in favor of the
              election  of the nominee  and there were  53,471  votes  withheld.
              John C.  Milholland  was elected  to the Board of Directors  for a
              three-year  term expiring in 2004.  4,834,929 shares were voted in
              favor of  the  election of the nominee and there were 54,398 votes
              withheld.



<PAGE>



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

                  Name                                  Term Expires In
                  ----                                  ---------------
                  David E. Mansfield                         2002
                  T. Tim Unger                               2002
                  John L. Wyatt                              2002
                  Lester N. Bergum, Jr.                      2003
                  Dennis W. Dawes                            2003

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
                    June 30, 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:     August 13, 2001               By:   /s/ T. Tim Unger
          ---------------               ----------------------------------------

                                          T. Tim Unger
                                          President and Chief Executive Officer

Date:     August 13, 2001               By:   /s/ John M. Baer
          ---------------               ----------------------------------------

                                          John M. Baer
                                          Treasurer