SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                                   (Mark One)

[X]        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000 OR

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

                        Commission file number: 000-25219

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

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

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

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


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

The  number of shares of the  Registrant's  common  stock,  without  par  value,
outstanding as of March 31, 2000 was 5,872,725.


<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          12

PART II.  OTHER INFORMATION

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

SIGNATURES                                                                    14




<PAGE>



                                    FORM 10Q

                            FORWARD LOOKING STATEMENT

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


<PAGE>



PART I  FINANCIAL INFORMATION

Item 1.  Financial Statements

                         LINCOLN BANCORP AND SUBSIDIARY

                      Consolidated Condensed Balance Sheet
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                                     March 31,           December 31,
                                                                                        2000                 1999
                                                                                --------------------- --------------------

<S>                                                                             <C>                      <C>
  Assets
       Cash and due from banks                                                  $       892,147          $  2,576,080

       Interest-bearing demand deposits in other banks                               13,057,772             8,242,552
                                                                                --------------------- --------------------
           Cash and cash equivalents                                                 13,949,919            10,818,632
       Investment securities

           Available for sale                                                       142,587,441           145,875,328
           Held to maturity                                                             500,000               500,000
                                                                                --------------------- --------------------
                Total investment securities                                         143,087,441           146,375,328
       Loans                                                                        242,053,043           234,760,885
           Allowance for loan losses                                                  1,813,577             1,760,706
                                                                                --------------------- --------------------
                Net loans                                                           240,239,466           233,000,179
       Premises and equipment                                                         3,643,095             3,672,650
       Investments in limited partnerships                                            1,961,030             2,063,661
       Federal Home Loan Bank stock                                                   5,446,900             5,446,700
       Interest receivable                                                            2,293,301             2,246,870
       Other assets                                                                   7,260,701             7,204,023
                                                                                --------------------- --------------------

           Total assets                                                         $   417,881,853         $ 410,828,043
                                                                                ===================== ====================

  Liabilities

       Deposits

           Noninterest-bearing                                                  $     3,824,423          $  3,395,618
           Interest-bearing                                                         215,525,700           201,586,609
                                                                                --------------------- --------------------
                Total deposits                                                      219,350,123           204,982,227
       Securities sold under repurchase agreements                                    4,600,000             4,600,000
       Federal Home Loan Bank advances                                              100,937,608           103,937,608
       Note payable                                                                   1,225,501             1,714,001
       Interest payable                                                               1,171,751             1,096,519
       Other liabilities                                                              3,346,977             2,754,552
                                                                                --------------------- --------------------
           Total liabilities                                                        330,631,960           319,084,907
                                                                                --------------------- --------------------

  Commitments and Contingencies

  Shareholders' Equity
       Preferred stock,  without par value
           Authorized and unissued - 2,000,000 shares
       Common stock, without par value
           Authorized - 20,000,000 shares

           Issued and outstanding - 5,872,725 and 6,308,325 shares                   57,497,916            61,853,916
       Retained earnings                                                             43,840,190            43,575,208
       Accumulated other comprehensive loss                                          (5,721,347)          (5,065,649)
       Unearned recognition and retention plan ("RRP") shares                        (3,252,191)          (3,407,119)
       Unearned employee stock ownership plan ("ESOP") shares                        (5,114,675)          (5,213,220)
                                                                                --------------------- --------------------
           Total shareholders' equity                                                87,249,893            91,743,136
                                                                                --------------------- --------------------

           Total liabilities and shareholders' equity                            $  417,881,853          $410,828,043
                                                                                ===================== ====================
</TABLE>


  See notes to consolidated condensed financial statements.


<PAGE>



                         LINCOLN BANCORP AND SUBSIDIARY

                   Consolidated Condensed Statement of Income
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                  Three Months Ended
                                                                                                       March 31
                                                                                         ------------------ -------------------
                                                                                               2000                1999
                                                                                         ------------------ -------------------
<S>                                                                                      <C>                <C>
Interest Income

     Loans, including fees                                                               $  4,568,457       $  3,985,924
     Investment securities                                                                  2,532,712          2,273,162
     Deposits with financial institutions                                                     129,007            107,206
     Dividend income                                                                          108,341            107,442
                                                                                         ------------------ -------------------
         Total interest and dividend income                                                 7,338,517          6,473,734
                                                                                         ------------------ -------------------

Interest Expense

     Deposits                                                                               2,447,219          2,460,864
     Short term borrowings                                                                     61,922             11,056
     Federal Home Loan Bank advances                                                        1,463,348            655,802
                                                                                         ------------------ -------------------
         Total interest expense                                                             3,972,489          3,127,722
                                                                                         ------------------ -------------------

Net Interest Income                                                                         3,366,028          3,346,012
     Provision (adjustment) for loan losses                                                   (21,872)            31,050
                                                                                         ------------------ -------------------
Net Interest Income After Provision (Adjustment) for loan losses                            3,387,900          3,314,962
                                                                                         ------------------ -------------------

Other Income

     Net realized and unrealized gains on loans                                                                    2,835
     Net realized losses on sales of available-for-sale securities                                                (3,904)
     Equity in losses of limited partnerships                                                (102,630)           (82,471)
     Other income                                                                             211,862            232,923
                                                                                         ------------------ -------------------
         Total other income                                                                   109,232            149,383
                                                                                         ------------------ -------------------

Other Expenses

     Salaries and employee benefits                                                         1,167,103            803,358
     Net occupancy expenses                                                                    99,257             73,313
     Equipment expenses                                                                       137,537            143,783
     Deposit insurance expense                                                                 11,968             47,671
     Data processing fees                                                                     205,022            164,277
     Professional fees                                                                         94,681             33,063
     Director and committee fees                                                               47,925             37,948
     Mortgage servicing rights amortization                                                    42,918            (17,084)
     Other expenses                                                                           331,019            233,289
                                                                                         ------------------ -------------------
         Total other expenses                                                               2,137,430          1,519,618
                                                                                         ------------------ -------------------

Income Before Income Tax                                                                    1,359,702          1,944,727
     Income tax expense                                                                       429,349            700,459
                                                                                         ------------------ -------------------

Net Income                                                                               $       930,353    $    1,244,268
                                                                                         ================== ===================

Basic earnings per share                                                                 $        .17       $        .19
                                                                                         ================== ===================
Diluted earnings per share                                                                        .17                .19
                                                                                         ================== ===================
Dividends per share                                                                               .08                .06
                                                                                         ================== ===================
</TABLE>



See notes to consolidated condensed financial statements.
<PAGE>


                         LINCOLN BANCORP AND SUBSIDIARY

            Consolidated Condensed Statement of Comprehensive Income
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                         Three Months Ended
                                                                                             March 31,
                                                                                -------------------------------------
                                                                                      2000               1999
                                                                                ------------------ ------------------

<S>                                                                                  <C>               <C>
  Net Income                                                                         $ 930,353         $1,244,268
  Other comprehensive income, net of tax
        Unrealized losses on securities available for sale
            Unrealized holding losses arising during the period, net of   tax
            benefit of $430,074 and $335,316                                          (655,698)           (511,228)
            Less: Reclassification adjustment for losses included in net
            income, net of tax benefit of $1,546                                                            (2,358)
                                                                                ------------------ ------------------
                                                                                      (655,698)           (508,870)
                                                                                ------------------ ------------------
   Comprehensive income                                                              $ 274,655          $ 735,398
                                                                                ================== ==================
</TABLE>



See notes to consolidated condensed financial statements.


<PAGE>



                         LINCOLN BANCORP AND SUBSIDIARY

            Consolidated Condensed Statement of Shareholders' Equity
                    For the Three Months Ended March 31, 2000
                                   (Unaudited)
<TABLE>
<CAPTION>



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

<S>                            <C>          <C>          <C>             <C>            <C>            <C>            <C>
Balances, January 1, 1999      6,308,325    $ 61,853,916 $ 43,575,208    $ (5,065,649)  $ (3,407,119)  $(5,213,220)   $ 91,743,136

  Net income for the period                                   930,353                                                      930,353
  Unrealized losses on
    securities, net of
    reclassification
    adjustment                                                               (655,698)                                    (655,698)
  Purchase of common stock      (435,600)     (4,356,000)    (290,091)                                                  (4,646,091)
  ESOP shares earned                                            6,504                                        98,545        105,049
  Amortization of unearned
    compensation expense                                       (8,851)                      154,928                        146,077
  Cash dividends
    ($.08 per share)                                         (372,933)                                                    (372,933)
                            -------------- ------------- -------------- -------------- --------------- ------------- -------------

Balances, March 31, 2000      5,872,725     $ 57,497,916 $ 43,840,190    $ (5,721,347) $ (3,252,191)    $(5,114,675)  $ 87,249,893
                            ============== ============= ============== ============== =============== ============= =============
</TABLE>





See notes to consolidated condensed financial statements.


<PAGE>



                         LINCOLN BANCORP AND SUBSIDIARY

                 Consolidated Condensed Statement of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                                                 Three Months Ended
                                                                                                      March 31,
                                                                                         -------------------- -------------------
                                                                                               2000                1999
                                                                                         -------------------- -------------------

<S>                                                                                       <C>                 <C>
  Operating Activities
       Net income                                                                         $    930,353        $   1,244,268
       Adjustments to reconcile net income to net
                cash provided (used) by  operating activities
         Provision(adjustment) for loan losses                                                 (21,872)              31,050
         Gain on sale of  foreclosed real estate                                                (6,902)              (9,449)
         Loss on disposal of premises and equipment                                                                   4,219
         Investment securities accretion, net                                                  (87,086)             (63,604)
         Investment securities (gains) losses                                                                         3,904
         Equity in losses of limited partnerships                                              102,630               82,471
         Amortization of net loan origination fees                                             (51,843)             (97,066)
         Depreciation and amortization                                                         108,840              107,488
         Deferred income tax benefit                                                            (9,337)             461,773
         Amortization of unearned compensation expense                                         146,077
         ESOP shares earned                                                                    105,049              108,399
         Net change in:
           Interest receivable                                                                 (46,431)            (423,730)
           Interest payable                                                                     75,232              (55,029)
           Other assets                                                                        416,649             (221,183)
           Other liabilities                                                                  (125,883)              23,572
           Income taxes receivable/payable                                                     242,987              529,017
                                                                                         -------------------- -------------------
                Net cash provided  by operating activities                                   1,778,463            1,726,100
                                                                                         -------------------- -------------------

  Investing Activities

       Purchases of securities available for sale                                           (1,167,754)         (64,794,311)
       Proceeds from sales of securities available for sale                                                      10,259,375
       Proceeds from maturities of securities available for sale                             3,456,954            6,312,166
       Proceeds from maturities of securities held to maturity                                                      500,000
       Net change in loans                                                                  (6,708,488)         (10,978,307)
       Purchases of loans                                                                     (547,401)          (3,993,635)
       Purchase of FHLB of Indianapolis stock                                                     (200)
       Purchases of property and equipment                                                     (79,285)            (400,240)
       Proceeds from sale of foreclosed  real estate                                            63,304               54,907
                                                                                         -------------------- -------------------
                Net cash used by investing activities                                       (4,982,870)         (63,040,045)
                                                                                         -------------------- -------------------

  Financing Activities
       Net change in

          Noninterest-bearing, interest-bearing demand,
              money market and savings deposits                                              2,375,775            3,511,779


          Certificates of deposit                                                           11,992,121           (9,038,159)
          Short-term borrowings                                                                                   4,600,000
       Proceeds from FHLB advances                                                          45,000,000           55,000,000
       Repayment of FHLB advances                                                          (48,000,000)          (7,000,000)
       Payment on note payable to limited partnership                                         (488,500)            (488,500)
       Dividends paid                                                                         (459,807)
       Purchase of common stock                                                             (4,646,091)
       Additional conversion costs                                                                                  (13,706)
       Net change in advances by borrowers for taxes and insurance                             562,196              561,007
                                                                                         -------------------- -------------------
                Net cash provided  by financing activities                                   6,335,694           47,132,421
                                                                                         -------------------- -------------------

  Net Change in Cash and Cash Equivalents                                                    3,131,287          (14,181,524)

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

  Cash and Cash Equivalents, End of Period                                               $  13,949,919        $   8,725,833
                                                                                         ==================== ===================

  Additional Cash Flows and Supplementary Information

       Interest paid                                                                     $    3,897,257       $   3,182,751
       Income tax paid                                                                         197,500                  ---
       Loan balances transferred to foreclosed real estate                                      90,317                  ---
</TABLE>


  See notes to consolidated condensed financial statements.


<PAGE>



                         LINCOLN BANCORP AND SUBSIDIARY

         Notes to Unaudited Consolidated Condensed Financial Statements

Note 1: Basis of Presentation

The consolidated  financial  statements  include the accounts of Lincoln Bancorp
(the "Company"),  its wholly owned  subsidiary,  Lincoln Federal Savings Bank, a
federally  chartered  savings bank ("Lincoln  Federal"),  and Lincoln  Federal's
wholly owned subsidiary,  L-F Service Corporation ("L-F Service").  A summary of
significant  accounting  policies  is set forth in Note 1 of Notes to  Financial
Statements included in the December 31, 1999 Annual Report to Shareholders.  All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

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

The interim  consolidated  financial  statements at March 31, 2000,  and for the
three months ended March 31, 2000 and 1999, have not been audited by independent
accountants,  but reflect, in the opinion of management,  all adjustments (which
include  only normal  recurring  adjustments)  necessary  to present  fairly the
financial position, results of operations and cash flows for such periods.

Note 2: Earnings Per Share

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


                                             Three Months Ended                             Three Months Ended
                                               March 31, 2000                                 March 31, 1999
                                   -----------------------------------------    -------------------------------------------
                                                  Weighted                                         Weighted
                                                   Average        Per Share                         Average     Per Share
                                      Income       Shares           Amount          Income          Shares        Amount
                                      ------       ------           ------          ------          ------        ------
<S>                                   <C>          <C>                <C>           <C>            <C>               <C>
     Basic earnings per share
       Income available to
       common shareholders            $ 903,353    5,329,771          $ .17         $ 1,244,268    6,453,437         $ .19
                                                                 ===========                                    ===========

     Effect of dilutive RRP
     awards and stock options
                                   ------------- ---------------                ---------------- --------------
     Diluted earnings per share
     Income available to  common
     shareholders and assumed
     conversions                      $ 903,353    5,329,771          $ .17         $ 1,244,268    6,453,437        $  .19
                                   ============= =============== ===========    ================ ============== ===========
</TABLE>



Note 3: Business Combinations

On March 21, 2000, the Company signed a definitive agreement to acquire Citizens
Bancorp,  Frankfort,  Indiana.  The  acquistion  will be accounted for under the
purchase method of accounting.  Under the terms of the  agreements,  the Company
will exchange .9375 shares of the Company's  common stock and $9.375 in cash for
each share of Citizens'  common stock. The transaction is subject to approval by
shareholders of Citizens  Bancorp and  appropriate  regulatory  agencies.  As of
March 31, 2000,  Citizens Bancorp had total assets and  shareholders'  equity of
$63,484,000 and $15,078,000, respectively.

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

General

Lincoln  Bancorp,  an Indiana  corporation  (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.  Lincoln Federal currently  conducts its business from six
full-service  offices  located  in  Hendricks,  Montgomery,  Clinton  and Morgan
Counties,  Indiana, with its main office located in Plainfield.  Lincoln Federal
opened an office in Avon,  Indiana in  January,  1999 and its  newest  office in
Mooresville,  Indiana in April,  1999. The Bank's principal business consists of
attracting  deposits  from the general  public and  originating  fixed-rate  and
adjustable-rate  loans  secured  primarily  by first  mortgage  liens on one- to
four-family  residential  real estate.  Lincoln  Federal's  deposit accounts are
insured up to applicable limits by the SAIF of the FDIC.

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

Lincoln Federal  currently owns one subsidiary,  L-F Service  corporation  ("L-F
Service"),  whose  assets  consist of an  investment  in Family  Financial  Life
Insurance Company ("Family  Financial") and in Bloomington  Housing  Associates,
L.P.  ("BHA").  Family  Financial  is an Indiana  stock  insurance  company that
primarily  engages in retail sales of mortgage and credit insurance  products in
connection with loans originated by its shareholder financial institutions.  BHA
is an Indiana  limited  partnership  that was  organized to  construct,  own and
operate  a  130-unit  apartment  complex  in  Bloomington,   Indiana  (the  "BHA
project").  Development of the BHA Project has been completed and the project is
performing as planned.

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

Financial Condition

Total assets  increased  $7.1  million,  or 1.7% at March 31, 2000,  compared to
December  31,  1999.  The  increase  was  primarily  due to loan  growth of $7.2
million.  Net loans  increased  by 3.1% to $240.2  million due to an increase in
customer  demand,  especially in commercial  loans,  which were up $3.5 million.
Loan growth was funded by an increase in deposits.

Deposits  increased  $14.4 million to $219.4 million during the first quarter of
2000.  The majority of this growth was in public fund  certificates  of deposit,
which increased by $13.8 million.

Total borrowed funds decreased by $3.5 million,  or 3.3%, from December 31, 1999
to March 31, 2000. The decrease in total borrowed funds resulted from a decrease
in FHLB advances of $3.0 million and a decrease in the note payable to a limited
partnership of $489,000.

Shareholders'  equity  decreased $4.5 million from $91.7 million at December 31,
1999 to $87.2 million at March 31, 2000. The decrease was primarily due to stock
repurchases of $4.6 million,  cash dividends of $373,000,  and unrealized losses
on securities available for sale of $656,000. These decreases were offset by net
income  for three  months  ended  March 31,  2000 of  $930,000,  Employee  Stock
Ownership  Plan  ("ESOP")  shares  earned of $105,000 and unearned  compensation
amortization of $146,000.

Comparison  of  Operating  Results for the Three Months Ended March 31, 2000 and
1999

Net income decreased $314,000,  or 25.2%, from $1.2 million for the three months
ended March 31, 1999 to $930,000 for the three months ended March 31, 2000.  The
decrease was  primarily  due to an increase in other  expenses,  which were $2.1
million for the three months  ended March 31, 2000  compared to $1.5 million for
the comparable  three months of 1999.  Additional  costs  associated  with a new
branch, key management  additions,  and costs of the management  recognition and
retention  plan that were not in  existence  during  the first  quarter  of 1999
contributed to the increase in other expenses.

Interest income increased  $865,000,  or 13.4%,  from $6.5 million for the three
months  ended  March  31,  1999 to $7.3  million  for the same  period  in 2000.
Interest expense increased  $845,000,  or 27.0%, from $3.1 million for the three
months  ended March 31, 1999 to $4.0  million for the same period in 2000.  As a
result,  net interest income for the three months ended March 31, 2000 increased
$20,000 or 0.6%,  compared to the same period in 1999.  The net interest  margin
was 3.30% for the three-month  period ended March 31, 2000 compared to 3.75% for
the same period in 1999.  The average yield on earning  assets  declined 5 basis
points in 2000 and the average cost of interest-bearing liabilities increased 18
basis points from the first quarter of 1999 to the first  quarter of 2000.  This
reduced the spread from 2.38% to 2.15%, or 23 basis points.

The  Company's  provision  for loan losses for the three  months ended March 31,
2000 was a net credit of  $22,000  compared  to expense of $31,000  for the same
period in 1999,  as a result of a large  recovery  during  the first  quarter of
2000.

Other income decreased  $40,000,  or 26.9%, for the three months ended March 31,
2000 compared to the same period in 1999  primarily due to a decrease in service
fee income on loans sold of $21,000 and increased limited  partnership losses of
$20,000 due to the operating results of the limited partnerships.

Other  expenses  increased  $618,000,  or 40.7%,  for the first  quarter of 2000
compared  to the same period in 1999.  Additional  costs  associated  with a new
branch, key management  additions,  and costs of the management  recognition and
retention  plan that were not in  existence  during  the first  quarter  of 1999
contributed to the increase in other expenses.

Income tax expense decreased  $271,000 for the three months ended March 31, 2000
compared to the same period in 1999.  The decrease  was directly  related to the
decrease in taxable income for the period.

Asset Quality

Lincoln Federal  currently  classifies  loans as special  mention,  substandard,
doubtful  and loss to  assist  management  in  addressing  collection  risks and
pursuant to regulatory  requirements,  which are not necessarily consistent with
generally  accepted  accounting  principles.  Special  mention  loans  represent
credits  that  have  potential   weaknesses  that  deserve   management's  close
attention.  If left  uncorrected,  these  potential  weaknesses  may  result  in
deterioration of the repayment prospects or Lincoln Federal's credit position at
some future date.  Substandard  loans  represent  credits  characterized  by the
distinct  possibility  that some loss will be sustained if deficiencies  are not
corrected.  Doubtful loans possess the characteristics of substandard loans, but
collection  or  liquidation  in full is  doubtful  based  upon  existing  facts,
conditions and values. A loan classified as a loss is considered  uncollectible.
Lincoln  Federal had $3.5 million of loans  classified as special  mention as of
March 31, 2000 and no loans  classified  as special  mention as of December  31,
1999. The increase in loans  classified as special  mention was  attributable to
four commercial loan  relationships.  In addition,  Lincoln Federal had $744,000
and $1.1  million  of loans  classified  as  substandard  at March 31,  2000 and
December 31, 1999, respectively. The decrease in loans classified as substandard
was  primarily  attributable  to a principal  reduction in the lone  substandard
commercial  relationship  and a decrease in mortgage loans past due greater than
ninety days and on non-accrual  status.  Lincoln Federal reviews all loans on an
individual basis when the loan reaches ninety days past due to determine whether
non-accrual  status is  necessary.  At March 31, 2000 and December 31, 1999,  no
loans were  classified as doubtful or loss. At March 31, 2000,  and December 31,
1999,  respectively,  non-accrual  loans were  $744,000  and $1.1  million.  The
allowance for loan losses was $1.8 million or approximately  .7% of net loans at
March 31, 2000 and December 31, 1999.

Liquidity and Capital Resources

The standard measure of liquidity for savings  associations is the ratio of cash
and eligible  investments to a certain  percentage of net  withdrawable  savings
accounts  and  borrowings  due within one year.  The minimum  required  ratio is
currently set by the Office of Thrift Supervision  regulation at 4%. As of March
31, 2000,  Lincoln  Federal had liquid  assets of $91.7  million and a liquidity
ratio of 36.7%.

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, 2000 and 1999, is an analysis  performed by the
OTS of Lincoln  Federal's  interest  rate risk as measured by changes in Lincoln
Federal's net portfolio value ("NPV") for instantaneous  and sustained  parallel
shifts in the yield curve, in 100 basis point increments,  up and down 300 basis
points.

                     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



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

+300 bp       53,590      -33,117       -38%          14.45%        -657 bp
+200 bp       64,978      -21,730       -25%          16.88%        -414 bp
+100 bp       76,289      -10,419       -12%          19.12%        -191 bp
   0 bp       86,707                                  21.02%
-100 bp       95,401        8,694        10%          22.48%        +146 bp
-200 bp      102,729       16,022        18%          23.62%        +260 bp
-300 bp      111,367       24,660        28%          24.91%        +389 bp


The  analysis  at March 31,  2000  indicates  that there  have been no  material
changes in market interest rates or in Lincoln Federal's interest rate sensitive
instruments  which  would cause a material  change in the market risk  exposures
which affect the  quantitative  and qualitative risk disclosures as presented in
Item 7A of the  Company's  Annual  Report  on Form  10-K  for the  period  ended
December 31, 1999.

PART II.   OTHER INFORMATION

Item 1.       Legal Proceedings

              None.

Item 2.       Changes in Securities and Use of Proceeds

              None.

Item 3.       Defaults Upon Senior Securities.

              None.

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

              None.

Item 5.       Other Information.

              None.

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

                    (a) Exhibits 27.  Financial Data Schedule

                    (b) On March 23, 2000, the Company filed a current report on
                    Form 8-K disclosing the merger between  Lincoln  Bancorp and
                    Citizens  Bancorp  the  Agreement  and Plan of
                    Reorganization attached to which is as an exhibit thereto.

                                   Signatures

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

                                 LINCOLN BANCORP

Date:   May 12, 2000                       By: /s/ T. Tim Unger
        -----------                        --------------------
                                           T. Tim Unger
                                           President and Chief Executive Officer


Date:   May 12, 2000                       By: /s/ John M. Baer
        ---------------                    --------------------
                                           John M. Baer
                                           Treasurer