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, 2002 OR

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

                        Commission file number: 000-25219

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

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

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

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


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

The  number of shares of the  Registrant's  common  stock,  without  par  value,
outstanding as of June 30, 2002 was 4,971,621.






<PAGE>



                         LINCOLN BANCORP AND SUBSIDIARY
                                    FORM 10-Q

                                      INDEX

                                                                        Page No.
                                                                        --------

FORWARD LOOKING STATEMENT                                                    3

PART I.  FINANCIAL INFORMATION                                               4

Item 1.  Financial Statements                                                4

             Consolidated Condensed Balance Sheets                           4

             Consolidated Condensed Statements of Income                     5

             Consolidated Condensed Statements of Comprehensive Income       6

             Consolidated Condensed Statement of Shareholders' Equity        7

             Consolidated Condensed Statements of Cash Flows                 8

             Notes to Unaudited Consolidated Condensed Financial Statements  9

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

Item 3.  Quantitative and Qualitative Disclosures about Market Risk         14

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                                                  16
Item 6.  Exhibits and Reports on Form 8-K                                   16

SIGNATURES                                                                  17




<PAGE>




                            FORWARD LOOKING STATEMENT

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



<PAGE>



PART I  FINANCIAL INFORMATION
Item 1.  Financial Statements

<TABLE>
<CAPTION>
                         LINCOLN BANCORP AND SUBSIDIARY
                      Consolidated Condensed Balance Sheets


                                                                                      June 30,           December 31,
                                                                                        2002                 2001
                                                                                --------------------- --------------------
                                                                                   (Unaudited)
  Assets
<S>                                                                             <C>                      <C>
       Cash and due from banks                                                  $     2,208,877          $  2,434,342
       Short-term interest-bearing demand deposits in other banks                    19,466,279             7,968,681
                                                                                --------------------- --------------------
           Cash and cash equivalents                                                 21,675,156            10,403,023
       Interest-bearing deposits                                                        600,000             1,900,030
       Investment securities
           Available for sale                                                       110,472,239            97,858,831
           Held to maturity                                                           1,790,000             1,800,000
                                                                                --------------------- --------------------
                Total investment securities                                         112,262,239            99,658,831
       Loans held for sale                                                                                  2,330,181
       Loans                                                                        349,851,186           355,334,443
           Allowance for loan losses                                                  2,738,346             2,648,111
                                                                                --------------------- --------------------
                Net Loans                                                           347,112,840           352,686,332
       Premises and equipment                                                         5,856,699             5,486,033
       Investments in limited partnerships                                            1,456,777             1,534,777
       Federal Home Loan Bank stock                                                   7,734,400             7,734,400
       Interest receivable                                                            2,642,598             2,459,230
       Goodwill                                                                       1,563,594             1,563,594
       Other assets                                                                   6,901,618             6,914,002
                                                                                --------------------- --------------------

           Total assets                                                         $   507,805,921         $ 492,670,433
                                                                                ===================== ====================

  Liabilities
       Deposits
           Noninterest-bearing                                                  $    11,234,168          $  9,229,089
           Interest-bearing                                                         263,120,732           242,877,247
                                                                                --------------------- --------------------
                Total deposits                                                      274,354,900           252,106,336
       Securities sold under repurchase agreements                                   10,000,000            15,000,000
       Federal Home Loan Bank advances                                              133,137,706           133,120,613
       Note payable                                                                     248,501               737,001
       Interest payable                                                                 986,810             1,159,166
       Other liabilities                                                              3,989,529             4,304,012
                                                                                --------------------- --------------------
           Total liabilities                                                        422,717,446           406,427,128
                                                                                --------------------- --------------------

  Commitments and Contingencies

  Shareholders' Equity
       Preferred stock,  without par value
           Authorized and unissued - 2,000,000 shares
       Common stock, without par value
           Authorized - 20,000,000 shares
           Issued and outstanding - 4,971,621 and  5,154,920 shares                  48,559,385            50,342,175
       Retained earnings                                                             42,492,857            42,712,497
       Accumulated other comprehensive income                                           258,596              (56,790)
       Unearned recognition and retention plan (RRP) shares                          (1,940,683)          (2,293,777)
       Unearned employee stock ownership plan (ESOP) shares                          (4,281,680)          (4,460,800)
                                                                                --------------------- --------------------
           Total shareholders' equity                                                85,088,475            86,243,305
                                                                                --------------------- --------------------

           Total liabilities and shareholders' equity                            $  507,805,921         $ 492,670,433
                                                                                ===================== ====================

  See notes to consolidated condensed financial statements.

</TABLE>



<PAGE>



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

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

Interest Income
<S>                                                         <C>             <C>              <C>              <C>
     Loans, including fees                                  $ 6,228,394     $ 6,849,081      $12,403,953      $13,624,400
     Investment securities                                    1,458,887       2,123,257        2,888,415        4,386,098
     Deposits with financial institutions                        87,314         137,387          160,074          247,285
     Dividend income                                            120,519         149,444          234,946          302,013
                                                            --------------- ---------------- ---------------- ----------------
         Total interest and dividend income                   7,895,114       9,259,169       15,687,388       18,559,796
                                                            --------------- ---------------- ---------------- ----------------

Interest Expense
     Deposits                                                 1,964,152       3,342,886        3,979,559        6,646,116
     Repurchase agreements                                      199,311         214,877          411,186          437,639
     Federal Home Loan Bank advances                          1,728,610       1,659,095        3,441,618        3,482,206
                                                            --------------- ---------------- ---------------- ----------------
         Total interest expense                               3,892,073       5,216,858        7,832,363       10,565,961
                                                            --------------- ---------------- ---------------- ----------------

Net Interest Income                                           4,003,041       4,042,311        7,855,025        7,993,835
     Provision  for loan losses                                  64,821          24,533           79,986          138,578
                                                            --------------- ---------------- ---------------- ----------------
Net Interest Income After Provision for Loan Losses           3,938,220       4,017,778        7,775,039        7,855,257
                                                            --------------- ---------------- ---------------- ----------------

Other Income
     Service charges on deposit accounts                        177,227         169,620          350,355          312,456
     Net realized and unrealized gains on loans                 192,765         210,037          421,756          299,526
     Equity in losses of limited partnerships                   (39,000)        (99,900)         (78,000)        (193,200)
     Other income                                               274,454         189,537          548,462          421,511
                                                            --------------- ---------------- ---------------- ----------------
         Total other income                                     605,446         469,294        1,242,573          840,293
                                                            --------------- ---------------- ---------------- ----------------

Other Expenses
     Salaries and employee benefits                           1,645,561       1,570,657        3,180,543        3,086,408
     Net occupancy expenses                                     144,398         155,518          312,239          307,581
     Equipment expenses                                         175,226         143,360          335,935          323,694
     Advertising and business development                       114,835         132,097          196,591          228,364
     Data processing fees                                       278,328         256,276          552,411          508,195
     Professional fees                                          109,038         118,101          180,719          202,165
     Director and committee fees                                 58,950          66,408          124,240          136,014
     Other expenses                                             587,214         473,463        1,065,684          881,518
                                                            --------------- ---------------- ---------------- ----------------
         Total other expenses                                 3,113,550       2,915,880        5,948,362        5,673,939
                                                            --------------- ---------------- ---------------- ----------------

Income Before Income Tax                                      1,430,116       1,571,192        3,069,250        3,021,611
     Income tax expense                                         488,091         538,427        1,017,566          984,050
                                                            --------------- ---------------- ---------------- ----------------

Net Income                                                  $   942,025     $ 1,032,765      $ 2,051,684      $ 2,037,561
                                                            =============== ================ ================ ================

Basic earnings per share                                    $       .22     $       .21      $       .47      $       .41
Diluted earnings per share                                          .21             .21              .45              .41
Dividends per share                                                 .10             .09              .20              .18


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













<TABLE>
<CAPTION>

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



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

<S>                                                           <C>               <C>                 <C>                <C>
  Net Income                                                  $   942,025       $ 1,032,765         $2,051,684         $ 2,037,561
  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 benefit
            (expense) of  $621,996, $(301,962),
            $206,863 and $533,159                                 948,304          (460,376)           315,386             812,862
                                                          ------------------ ------------------ ----------------- -----------------
   Comprehensive income                                       $ 1,890,329       $   572,389         $2,367,070         $ 2,850,423
                                                          ================== ================== ================= =================


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, 2002
                                   (Unaudited)







                                     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, 2002     5,154,920     $ 50,342,175 $ 42,712,497        $ (56,790)  $ (2,293,777)    $(4,460,800) $ 86,243,305

  Net income for the period                                 2,051,684                                                     2,051,684
  Unrealized gains of
    securities, net of
    reclassification
    adjustment                                                                 315,386                                      315,386
  Purchase of common stock     (203,199)      (2,031,990)  (1,501,321)                                                   (3,533,311)
  Stock options exercised        19,900          249,200                                                                    249,200
  ESOP shares earned                                          159,219                                         179,120       338,339
  Amortization of unearned
compensation expense                                          (17,994)                        353,094                       335,100
      Cash dividends ($.20
per   share)                                                 (911,228)                                                     (911,228)
                            -------------- ------------- -------------- ---------------- --------------- ------------- -------------

Balances, June 30, 2002       4,971,621     $ 48,559,385 $ 42,492,857        $ 258,596   $ (1,940,683)    $(4,281,680) $ 85,088,475
                            ============== ============= ============== ================ =============== ============= =============




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



<PAGE>



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

                                                                                                  Six Months Ended
                                                                                                      June 30,
                                                                                         -------------------- -------------------
                                                                                               2002                2001
                                                                                         -------------------- -------------------
  Operating Activities
<S>                                                                                      <C>                  <C>
       Net income                                                                        $   2,051,684        $   2,037,561
       Adjustments to reconcile net income to net cash provided by (used in) operating
        activities
         Provision for loan losses                                                              79,986              138,578
         Loss on sale of foreclosed real estate                                                 72,642               14,034
         Investment securities amortization (accretion), net                                   199,426             (224,422)
         Equity in losses of limited partnerships                                               78,000              193,200
         Amortization of net loan origination fees                                            (289,122)            (275,324)
         Depreciation and amortization                                                         275,541              285,665
         Amortization of purchase accounting adjustments                                        32,751               60,590
         Amortization of unearned compensation expense                                         335,100              332,742
         ESOP shares earned                                                                    338,339              242,493
         Net change in:
           Loans held for sale                                                               2,330,181
           Interest receivable                                                                (183,368)             433,313
           Interest payable                                                                   (172,356)             (72,282)
         Other adjustments                                                                    (460,064)            (227,536)
                                                                                         -------------------- -------------------
                Net cash provided by operating activities                                    4,688,740            2,938,612
                                                                                         -------------------- -------------------

  Investing Activities
       Net change in interest-bearing deposits                                               1,300,030              791,970
       Purchases of securities available for sale                                          (13,102,980)
       Proceeds from maturities of securities available for sale                            19,034,603            7,662,321
       Proceeds from maturities of securities held to maturity                                  10,000              500,000
       Net change in loans                                                                 (12,669,608)         (10,147,521)
       Purchases of property and equipment                                                    (646,207)            (197,627)
       Proceeds from sale of foreclosed  real estate                                           178,017               78,864
                                                                                         -------------------- -------------------
                Net cash used in investing activities                                       (5,896,145)          (1,311,993)
                                                                                         -------------------- -------------------

  Financing Activities
       Net change in
          Noninterest-bearing, interest-bearing demand, money market and savings             3,691,390            6,335,507
  deposits
          Certificates of deposit                                                           18,543,723           20,365,396
       Proceeds from repurchase agreements                                                  (5,000,000)             400,000
       Proceeds from FHLB advances                                                          10,000,000           20,000,000
       Repayment of FHLB advances                                                          (10,000,000)         (32,000,000)
       Payment on note payable to limited partnership                                         (488,500)            (488,500)
       Dividends paid                                                                         (925,856)            (933,390)
       Purchase of common stock                                                             (3,533,311)          (2,933,650)
       Stock options exercised                                                                 249,200               72,612
       Net change in advances by borrowers for taxes and insurance                             (57,108)              72,732
                                                                                         -------------------- -------------------
                Net cash provided by financing activities                                   12,479,538           10,890,707
                                                                                         -------------------- -------------------

  Net Change in Cash and Cash Equivalents                                                   11,272,133           12,517,326

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

  Cash and Cash Equivalents, End of Period                                               $  21,675,156        $  23,503,169
                                                                                         ==================== ===================

  Additional Cash Flows and Supplementary Information
       Interest paid                                                                     $   8,004,719        $  10,638,243
       Income tax paid                                                                       1,030,000            1,170,000
       Loan balances transferred to foreclosed real estate                                     279,829              202,651
       Securitization of loans                                                              18,222,209                 --

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



<PAGE>



                         LINCOLN BANCORP AND SUBSIDIARY
         Notes to Unaudited Consolidated Condensed Financial Statements

Note 1: Basis of Presentation

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

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

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

Note 2: Earnings Per Share

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

<TABLE>
<CAPTION>
                                              Three Months Ended                                Three Months Ended
                                                 June 30, 2002                                     June 30, 2001
                                                 -------------                                     -------------
                                                  Weighted          Per                             Weighted       Per
                                                   Average         Share                             Average      Share
                                      Income       Shares         Amount              Income         Shares       Amount
                                      ------      --------        ------              ------         ------       ------
     Basic earnings per share
       Income available to
<S>                                    <C>         <C>                <C>           <C>            <C>               <C>
       common shareholders             $ 942,025   4,357,687          $ .22         $ 1,032,765    4,897,536         $ .21
                                                                ===========                                    ===========

     Effect of dilutive RRP
     awards and stock options                        165,760                                          58,909
                                   ----------------------------                -------------------------------

     Diluted earnings per share
       Income available to
       common shareholders and
       assumed conversions
                                       $ 942,025   4,523,447          $ .21          $1,032,765    4,956,445         $ .21
                                   ============= ============== ===========    ================ ============== ===========

</TABLE>






<PAGE>

<TABLE>
<CAPTION>
                                              Six Months Ended                              Six Months Ended
                                                June 30, 2002                                June 30, 2001
                                                -------------                                -------------

                                                  Weighted                                         Weighted
                                                   Average        Per Share                         Average     Per Share
                                      Income       Shares           Amount          Income          Shares        Amount
                                      ------       ------           ------          ------          ------        ------
  Basic earnings per share
    Income available to common
<S>                                  <C>            <C>               <C>            <C>           <C>               <C>
      shareholders                   $2,051,684     4,412,371         $ .47          $2,037,561    4,913,520         $ .41
                                                                 ===========                                    ===========

  Effect of dilutive RRP awards
  and stock options                                   157,556                                         46,541
                                   ------------- ---------------                ---------------- --------------

  Diluted earnings per  share
    Income available to  common
      shareholders and assumed
      conversions                    $2,051,684     4,569,927         $ .45          $2,037,561    4,960,061         $ .41
                                   ============= =============== ===========    ================ ============== ===========
</TABLE>

Note 3: Effect of Recent Accounting Pronouncements

The Financial Accounting Standards Board recently adopted Statement of Financial
Accounting  Standards ("SFAS") 142, Goodwill and Other Intangible  Assets.  This
Statement  establishes  new financial  accounting  and  reporting  standards for
acquired  goodwill and other  intangible  assets.  The  Statement  addresses how
intangible assets that are acquired individually or with a group of other assets
(but not those  acquired in a business  combination)  should be accounted for in
financial statements upon their acquisition.  It also addresses how goodwill and
other intangible  assets  (including  those acquired in a business  combination)
should be  accounted  for  after  they have  been  initially  recognized  in the
financial  statements.  SFAS 142 was effective for fiscal years  beginning after
December  15,  2001.  In  adopting  SFAS  142,  the  goodwill  will no longer be
amortized  after 2001,  but will subject to testing for  impairment.  During the
second  quarter  of  2002,  the  Company  tested  goodwill  for  impairment  and
determined there had been no impairment.

Note 4: Reclassifications

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


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

General

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

Lincoln  Federal was originally  organized in 1884 as Ladoga Federal Savings and
Loan Association, located in Ladoga, Indiana. In 1979 Ladoga Federal merged with
Plainfield  First Federal  Savings and Loan  Association,  a federal savings and
loan association located in Plainfield,  Indiana which was originally  organized
in 1896.  Following  the merger,  the Bank  changed its name to Lincoln  Federal
Savings and Loan  Association  and, in 1984,  adopted its current name,  Lincoln
Federal  Savings  Bank.  On September 26, 2000,  the Company  acquired  Citizens
Bancorp ("Citizens"),  the holding company of Citizens Savings Bank of Frankfort
("Citizens  Savings"),  a federally  chartered savings bank. Citizens was merged
into the  Company  and  Citizens  Savings  was  merged  into the Bank.  CLSC,  a
wholly-owned  subsidiary of Citizens  Savings,  will continue as a subsidiary of
Lincoln  Federal.  Lincoln  Federal  currently  conducts its business from 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 and is
constructing a second  Greenwood  office  scheduled to open in the fall of 2002.
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;
(ix) savings  accounts;  (x) checking  accounts;  (xi) NOW  accounts;  and (xii)
certificates of deposit.

Lincoln  Federal  currently  owns two  subsidiaries,  LF Service,  whose  assets
consist of an investment in Family  Financial  Life Insurance  Company  ("Family
Financial"),  Pedcor  Investments  - 1987  - I  ("Pedcor"),  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.  Pedcor was
organized  to build,  own and operate low income  apartments.  BHA is an Indiana
limited partnership that was organized to construct,  own and operate a 130-unit
apartment complex in Bloomington, Indiana.

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

Critical Accounting Policies

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

Allowance for loan losses

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

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

Mortgage servicing rights

The Company  recognizes the rights to service  mortgage loans as separate assets
in the  consolidated  balance  sheet.  The  total  cost of  loans  when  sold is
allocated between loans and mortgage servicing rights based on the relative fair
values of each. Mortgage servicing rights are subsequently  carried at the lower
of the  initial  carrying  value,  adjusted  for  amortization,  or fair  value.
Mortgage  servicing  rights are evaluated for impairment based on the fair value
of those  rights.  Factors  included  in the  calculation  of fair  value of the
mortgage  servicing  rights include,  estimating the present value of future net
cash flows,  market loan  prepayment  speeds for similar loans,  discount rates,
servicing costs, and other economic factors. Servicing rights are amortized over
the estimated period of net servicing revenue.  It is likely that these economic
factors will change over the life of the mortgage servicing rights, resulting in
different  valuations of the mortgage servicing rights. The differing valuations
will  affect  the  carrying  value  of  the  mortgage  servicing  rights  on the
consolidated  balance sheet as well as the amounts  recorded in the consolidated
income statement.  As of June 30, 2002 and December 31, 2001, mortgage servicing
rights had carrying values of $443,000 and $464,000, respectively.

Intangible assets

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

Financial Condition

Assets  totaled  $507.8  million at June 30, 2002, an increase from December 31,
2001 of $15.1  million  for an  annualized  growth  rate of over 6%. This growth
occurred  primarily in cash and  interest-bearing  deposits in other  banks,  up
$10.0  million and  investment  securities  available for sale, up $12.6 million
from year-end 2001. Net loans,  including loans held for sale,  declined by $7.9
million as a result of sales and securitization of residential  mortgages during
the first six months of 2002.

Deposits  totaled  $274.4 million at June 30, 2002, an increase of $22.2 million
or an annualized rate of nearly 18% from December 31, 2001. The majority of this
growth was in certificates of deposit, up $18.6 million.  Federal Home Loan Bank
advances  and  repurchase  agreements  were  reduced  by $5.0  million to $143.1
million.

Shareholders' equity decreased  approximately $1.2 million from $86.2 million at
December 31, 2001 to $85.1 million at June 30, 2002. The decrease was the result
of the $3.5  million  repurchase  of  203,199  shares of  common  stock and cash
dividends of $911,000.  These decreases were partially  offset by net income for
the six months ended June 30, 2002 of $2.1 million,  stock options  exercised of
$249,000,  Employee  Stock  Ownership  Plan shares earned of $338,000,  unearned
compensation  amortization  of $335,000 and an increase in  unrealized  gains on
investment securities available for sale of $315,000.

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

Net income for the second quarter ended June 30, 2002 was $942,000,  or $.22 for
basic and $.21 for diluted  earnings per share.  This compared to net income for
the comparable period in 2001 of $1,033,000,  or $.21 for both basic and diluted
earnings per share. Return on assets was .76% and return on equity was 4.45% for
the second  quarter of 2002  compared to .80% and 4.57%,  respectively,  for the
same period in 2001.

Net interest  income for the second quarter of 2002 was  $4,003,000  compared to
$4,042,000  for the same period in 2001.  The net interest  margin was 3.34% for
the three-month period ended June 30, 2002 compared to 3.24% for the same period
in 2001.  The  average  yield on earning  assets  decreased  .84% for the second
quarter  of 2002  compared  to the same  period  in 2001.  The  average  cost of
interest-bearing  liabilities decreased 1.13% from the second quarter of 2001 to
the second  quarter of 2002.  This  increased  spread  from 2.38% for the second
quarter of 2001 to 2.67% for the second quarter of 2002, or .29%.

The Bank's  provision  for loan losses for the second  quarter  2002 was $65,000
compared to $25,000 for the same  period in 2001.  Nonperforming  loans to total
loans at June 30, 2002 were .18%  compared to .36% at December 31,  2001,  while
nonperforming assets to total assets were .20% at June 30, 2002 compared to .34%
at December 31, 2001.  The allowance for loan losses as a percentage of loans at
June 30, 2002 was .78% compared to .74% at December 31, 2001.

Other income for the second  quarter of 2002 was  $605,000  compared to $469,000
for the same quarter of 2001. Equity in losses of limited  partnership  improved
from a loss of $100,000  in the second  quarter of 2001 to a loss of $39,000 for
the second quarter of 2002 due to the improved  operating results of the limited
partnership investment.  Miscellaneous other income increased to $274,000 during
the first quarter of 2002 from $190,000  during the same quarter of 2001.  There
was no single item that caused the increase.

Other  expenses  were  $3,114,000  for the three  months  ended June 30, 2002 as
compared to  $2,916,000  for the same period in 2001,  or a 6.8%  increase.  The
increase was from normal  operating  cost increases plus an increase in mortgage
servicing  rights  amortization  of $85,000 and an increase in other real estate
owned  (OREO)  expense of $61,000 for the second  quarter of 2002 as compared to
the same quarter of 2001.

Comparison of Operating Results for the Six Months Ended June 30, 2002 and 2001

Net income for the six-month period ended June 30, 2002 was $2,052,000,  or $.47
for basic and $.45 for diluted earnings per share.  This compared to $2,038,000,
or $.41 for both basic and  diluted  earnings  per share for the same  period of
2001.  Return on average  assets was .83% and return on average equity was 4.80%
for  the six  months  ended  June  30,  2002 as  compared  to  .80%  and  4.52%,
respectively, for same period in 2001.

Net interest income  year-to-date  through June 30, 2002 was $7,855,000 compared
to $7,994,000 for the same period in 2001. Net interest margin was 3.29% for the
six months ended June 30, 2002 as compared to 3.23% for the same period in 2001.
The interest rate spread  increased from 2.35% for the six months ended June 30,
2001 to 2.60%  for the  comparable  period  in 2002.  Although  the level of net
interest  income  declined in the 2002 period as compared to 2001,  the interest
rate spread and margin for the six months ended June 30, 2002 have  improved due
to a $17.0  million  reduction  in  earning  assets  during  the 2002  period as
compared to 2001.  The balance sheet was reduced by using cash to retire certain
high cost  liabilities  and to  repurchase  shares of the Company's  stock.  The
Company has  repurchased  over 542,000 shares during the last twelve months at a
cost of $8.7 million.

The Bank's  provision  for the first six months of 2002 was $80,000  compared to
$139,000 for the comparable period in 2001.

Other income for the six months ended June 30, 2002 was  $1,243,000  compared to
$840,000 for the same period in 2001.  Due to the Company's  efforts to increase
demand deposit  accounts,  service charges on deposit accounts  increased 12% to
$350,000  for the six months ended June 30, 2002 as compared to $312,000 for the
same period in 2001.  Net  realized and  unrealized  gains on sale of loans were
$422,000 for the first six months of 2002  compared to $300,000  during the same
period of 2001 due to an increase in secondary  market  activity.  The equity in
losses of limited  partnership  improved to a loss of $78,000 for the six months
ended June 30, 2002 from a loss of  $193,000  for the same period in 2001 due to
the  improved   operating  results  of  the  limited   partnership   investment.
Miscellaneous  other income increased to $548,000 during the first six months of
2002 from $422,000 during the same period in 2001. There was no single item that
caused the increase.

Other  expenses were  $5,948,000 for the six months ended June 30, 2002 compared
to  $5,674,000  for the same  period in 2001.  Salaries  and  employee  benefits
increased  $94,000 or .3%. The line item other  expense  increased to $1,066,000
for the six  months  ended June 30,  2002 from  $882,000  during the  comparable
period in 2001. The amortization of mortgage servicing rights increased $74,000,
and OREO expense  increased $59,000 during the six months ended June 30, 2002 as
compared to the same period in 2001.

Asset Quality

Lincoln Federal  currently  classifies  loans as special  mention,  substandard,
doubtful  and loss to  assist  management  in  addressing  collection  risks and
pursuant to regulatory  requirements.  Special mention loans  represent  credits
that have potential  weaknesses that deserve  management's  close attention.  If
left uncorrected,  these potential weaknesses may result in deterioration of the
repayment  prospects or Lincoln  Federal's  credit position at some future date.
Substandard  loans represent credits  characterized by the distinct  possibility
that some loss will be sustained if deficiencies on the loans are not corrected.
Doubtful loans possess the  characteristics of substandard loans, but collection
or  liquidation in full is doubtful  based upon existing  facts,  conditions and
values. A loan classified as a loss is considered uncollectible. Lincoln Federal
had $2.4 million and $3.6 million of loans  classified as special  mention as of
June 30, 2002 and December 31, 2001, respectively.  In addition, Lincoln Federal
had $1.2 million and $1.4 million of loans classified as substandard at June 30,
2002 and  December  31,  2001,  respectively.  At June 30, 2002 and December 31,
2001,  no loans were  classified  as doubtful  or loss.  At June 30,  2002,  and
December 31, 2001,  respectively,  non-accrual loans were $443,000 and $959,000.
At June 30, 2002 and December 31, 2001,  the  allowance for loan losses was $2.7
million and $2.6 million,  respectively or approximately .78% and .74% of loans,
respectively.

Liquidity and Capital Resources

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

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

Other

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Presented below, as of March 31, 2002 and 2001, is an analysis  performed by the
OTS of Lincoln  Federal's  interest  rate risk as measured by changes in Lincoln
Federal's net portfolio value ("NPV") for instantaneous  and sustained  parallel
shifts in the yield curve, in 100 basis point increments,  up and down 300 basis
points.



<PAGE>

                                 March 31, 2002

                        Net Portfolio Value             NPV as % of PV of Assets
Changes
In Rates      $ Amount       $ Change         %Change     NPV Ratio     Change
--------      --------       ---------        -------     ---------     ------
                                  (Dollars in thousands)
+300 bp      $  65,762        -27,475          -29%         13.73%     -437 bp
+200 bp         75,180        -18,057          -19          15.32      -279 bp
+100 bp         84,529         -8,708           -9          16.81      -130 bp
   0 bp         93,237                                      18.11
-100 bp         98,278          5,041           +5          18.77       +66 bp
-200 bp              0              0            0              0         0 bp
-300 bp              0              0            0              0         0 bp

                                 March 31, 2001

                    Net Portfolio Value                 NPV as % of PV of Assets
Changes
In Rates      $ Amount       $ Change         %Change     NPV Ratio     Change
--------      --------       ---------        -------     ---------     ------
                                (Dollars in thousands)
+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

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

PART II. OTHER INFORMATION

Item 1.   Legal Proceedings

          None.

Item 2.   Changes in Securities and Use of Proceeds

          None.

Item 3.   Defaults Upon Senior Securities.

          None.

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

          On April  16,  2002,  the  Company  held  its  Annual  Meeting  of the
          Shareholders.  A total of 4,345,902  shares were represented in person
          or by proxy at the  meeting.  David E.  Mansfield  was  elected to the
          Board of Directors for a three-year  term expiring in 2005.  4,316,492
          shares  were voted in favor of the  election  of the nominee and there
          were 29,410 votes  withheld.  T. Tim Unger was elected to the Board of
          Directors  for a three-year  term expiring in 2005.  4,081,108  shares
          were  voted in favor of the  election  of the  nominee  and there were
          264,793  votes  withheld.  John L.  Wyatt was  elected to the Board of
          Directors  for a three-year  term expiring in 2005.  4,294,161  shares
          were  voted in favor of the  election  of the  nominee  and there were
          51,741 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                             2004
             Jerry R. Holifield                           2004
             John C. Milholland                           2004
             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, 2002.
<PAGE>
                                   SIGNATURES

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

                                 LINCOLN BANCORP

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

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


                                 CERTIFICATION


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

     Signed this 13th day of August 2002.


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