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, 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 March 31, 2002 was 5,032,821.

<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       12

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings                                                13
Item 2.   Changes in Securities and Use of Proceeds                        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                                 14

SIGNATURES                                                                 15

<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


                                                                       March 31,       December 31,
                                                                         2002              2001
                                                                   --------------------------------
                                                                      (Unaudited)
<S>                                                                 <C>              <C>
Assets
     Cash and due from banks                                        $   1,730,854    $   2,434,342
     Short-term interest-bearing demand deposits in other banks        27,670,081        7,968,681
                                                                   --------------------------------
         Cash and cash equivalents                                     29,400,935       10,403,023
     Interest-bearing deposits                                            900,030        1,900,030
     Investment securities
         Available for sale                                           102,530,461       97,858,831
         Held to maturity                                               1,790,000        1,800,000
                                                                   --------------------------------
              Total investment securities                             104,320,461       99,658,831
     Loans held for sale                                                                 2,330,181
     Loans                                                            340,515,740      355,334,443
         Allowance for loan losses                                      2,656,856        2,648,111
                                                                   --------------------------------
              Net Loans                                               337,858,884      352,686,332
     Premises and equipment                                             5,596,911        5,486,033
     Investments in limited partnerships                                1,495,777        1,534,777
     Federal Home Loan Bank stock                                       7,734,400        7,734,400
     Interest receivable                                                2,154,373        2,459,230
     Goodwill                                                           1,563,594        1,629,614
     Other assets                                                       7,410,378        6,847,982
                                                                   --------------------------------

         Total assets                                               $ 498,435,743    $ 492,670,433
                                                                   ================================

Liabilities
     Deposits
         Noninterest-bearing                                        $  11,228,161    $   9,229,089
         Interest-bearing                                             248,146,517      242,877,247
                                                                   --------------------------------
              Total deposits                                          259,374,678      252,106,336
     Securities sold under repurchase agreements                       15,000,000       15,000,000
     Federal Home Loan Bank advances                                  133,129,159      133,120,613
     Note payable                                                         248,501          737,001
     Interest payable                                                   1,084,341        1,159,166
     Other liabilities                                                  5,194,614        4,304,012
                                                                   --------------------------------
         Total liabilities                                            414,031,293      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 - 5,032,821 and  5,154,920 shares      49,153,435       50,342,175
     Retained earnings                                                 42,429,193       42,712,497
     Accumulated other comprehensive loss                                (689,708)         (56,790)
     Unearned recognition and retention plan (RRP) shares              (2,117,230)      (2,293,777)
     Unearned employee stock ownership plan (ESOP) shares              (4,371,240)      (4,460,800)
                                                                   --------------------------------
         Total shareholders' equity                                    84,404,450       86,243,305
                                                                   --------------------------------

         Total liabilities and shareholders' equity                 $ 498,435,743    $ 492,670,433
                                                                   ================================
</TABLE>

  See notes to consolidated condensed financial statements.

<PAGE>

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

                                                         Three Months Ended
                                                              March 31
                                                    ---------------------------
                                                         2002          2001
                                                    ---------------------------
Interest Income
     Loans, including fees                           $ 6,175,559    $ 6,775,319
     Investment securities                             1,429,528      2,262,841
     Deposits with financial institutions                 72,760        109,898
     Dividend income                                     114,427        152,569
                                                    ---------------------------
         Total interest and dividend income            7,792,274      9,300,627
                                                    ---------------------------

Interest Expense
     Deposits                                          2,015,407      3,303,230
     Repurchase agreements                               211,875        222,762
     Federal Home Loan Bank advances                   1,713,008      1,823,111
                                                    ---------------------------
         Total interest expense                        3,940,290      5,349,103
                                                    ---------------------------

Net Interest Income                                    3,851,984      3,951,524
     Provision  for loan losses                           15,165        114,045
                                                    ---------------------------
Net Interest Income After Provision for Loan Losses    3,836,819      3,837,479
                                                    ---------------------------

Other Income
     Service charges on deposit accounts                 173,128        142,836
     Net realized and unrealized gains on loans          228,991         89,489
     Equity in losses of limited partnerships            (39,000)       (93,300)
     Other income                                        274,008        231,974
                                                    ---------------------------
         Total other income                              637,127        370,999
                                                    ---------------------------

Other Expenses
     Salaries and employee benefits                    1,534,982      1,515,751
     Net occupancy expenses                              167,841        152,063
     Equipment expenses                                  160,709        180,334
     Advertising and business development                 81,756         96,267
     Data processing fees                                274,083        251,919
     Professional fees                                    71,681         84,064
     Director and committee fees                          65,290         69,606
     Other expenses                                      478,470        408,056
                                                    ---------------------------
         Total other expenses                          2,834,812      2,758,060
                                                    ---------------------------

Income Before Income Tax                               1,639,134      1,450,418
     Income tax expense                                  529,475        445,623
                                                    ---------------------------

Net Income                                           $ 1,109,659    $ 1,004,795
                                                    ===========================

Basic earnings per share                             $       .25    $       .20
Diluted earnings per share                                   .24            .20
Dividends per share                                          .10            .09


See notes to consolidated condensed financial statements.

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



                                                                                 Three Months Ended
                                                                                      March 31,
                                                                            ----------------------------
                                                                                 2002           2001
                                                                            ----------------------------
<S>                                                                          <C>            <C>
Net Income                                                                   $ 1,109,659    $ 1,004,795
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 $415,133 and $(835,121)                   (632,918)     1,273,238
                                                                            ----------------------------
Comprehensive income                                                         $   476,741    $ 2,278,033
                                                                           =============================
</TABLE>

See notes to consolidated condensed financial statements.

<PAGE>
<TABLE>
<CAPTION>
                                                 LINCOLN BANCORP AND SUBSIDIARY
                                    Consolidated Condensed Statement of Shareholders' Equity
                                           For the Three Months Ended March 31, 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                               1,109,659                                                  1,109,659
  Unrealized gains on
    securities, net of
    reclassification
    adjustment                                                           (632,918)                                    (632,918)
  Purchase of common stock     (134,999)   (1,349,990)     (936,106)                                                (2,286,096)
  Stock options exercised        12,900       161,250                                                                  161,250
  ESOP shares earned                                         10,814                                      89,560        100,374
  Amortization of unearned
    compensation expense                                     (8,997)                     176,547                       167,550
  Cash dividends ($.10 per
    share)                                                 (458,674)                                                  (458,674)
                            ---------------------------------------------------------------------------------------------------

Balances, March 31, 2002      5,032,821   $49,153,435   $42,429,193   $  (689,708)   $(2,117,230)   $(4,371,240)   $84,404,450
                            ===================================================================================================

</TABLE>

See notes to consolidated condensed financial statements.

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

                                                                                                        Three Months Ended
                                                                                                             March 31,
                                                                                                ------------------------------
                                                                                                      2002            2001
                                                                                                ------------------------------
<S>                                                                                              <C>             <C>
Operating Activities
     Net income                                                                                  $  1,109,659    $  1,004,795
     Adjustments to reconcile net income to net cash provided by (used in) operating activities
       Provision for loan losses                                                                       15,165         114,045
       Investment securities accretion, net                                                           104,191        (106,844)
       Equity in losses of limited partnerships                                                        39,000          93,300
       Amortization of net loan origination fees                                                     (162,866)       (105,761)
       Depreciation and amortization                                                                  137,163         142,730
       Amortization of purchase accounting adjustments                                                 15,362          30,295
       Amortization of unearned compensation expense                                                  167,550         159,022
       ESOP shares earned                                                                             100,374         118,007
       Net change in:
         Loans held for sale                                                                        2,330,181            --
         Interest receivable                                                                          304,857         324,585
         Interest payable                                                                             (74,825)        103,519
       Other adjustments                                                                              320,447        (196,829)
                                                                                                ------------------------------
              Net cash provided by operating activities                                             4,406,258       1,680,864
                                                                                                ------------------------------

Investing Activities
     Net change in interest-bearing deposits                                                        1,000,000         692,970
     Purchases of securities available for sale                                                    (5,003,125)           --
     Proceeds from maturities of securities available for sale                                     12,881,666       2,585,646
     Proceeds from maturities of securities held to maturity                                           10,000         250,000
     Net change in loans                                                                            1,226,992     (12,017,818)
     Purchases of property and equipment                                                             (248,041)       (141,844)
     Proceeds from sale of foreclosed  real estate                                                     74,749            --
                                                                                                ------------------------------
              Net cash provided by (used in) investing activities                                   9,942,241      (8,631,046)
                                                                                                ------------------------------

Financing Activities
     Net change in
        Noninterest-bearing, interest-bearing demand, money market and savings deposits             6,168,078       2,813,377
        Certificates of deposit                                                                     1,096,538      21,951,967
     Proceeds from repurchase agreements                                                                 --           400,000
     Proceeds from FHLB advances                                                                         --        20,000,000
     Repayment of FHLB advances                                                                          --       (32,000,000)
     Payment on note payable to limited partnership                                                  (488,500)       (488,500)
     Dividends paid                                                                                  (467,182)       (465,895)
     Exercise of stock options                                                                        161,250            --
     Purchase of common stock                                                                      (2,286,096)           --
     Net change in advances by borrowers for taxes and insurance                                      465,325         843,140
                                                                                                ------------------------------
              Net cash provided by financing activities                                             4,649,413      13,054,089
                                                                                                ------------------------------

Net Change in Cash and Cash Equivalents                                                            18,997,912       6,103,907

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

Cash and Cash Equivalents, End of Period                                                         $ 29,400,935    $ 17,089,750
                                                                                                ==============================

Additional Cash Flows and Supplementary Information
     Interest paid                                                                               $  4,015,115    $  5,245,584
     Income tax paid                                                                                  300,000         500,000
     Loan balances transferred to foreclosed real estate                                               68,660         202,651
     Securitization of loans                                                                       13,702,413            --

</TABLE>

  See notes to consolidated condensed financial statements.

<PAGE>

                         LINCOLN BANCORP AND SUBSIDIARY
         Notes to Unaudited Consolidated Condensed Financial Statements

Note 1: Basis of Presentation

The consolidated  financial  statements  include the accounts of Lincoln Bancorp
(the "Company"),  its wholly owned  subsidiary,  Lincoln Federal Savings Bank, a
federally  chartered  savings bank ("Lincoln  Federal"),  and Lincoln  Federal's
wholly owned  subsidiaries,  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, 2000 Annual Report to Shareholders.  All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

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

The interim  consolidated  financial  statements at March 31, 2002,  and for the
three months ended March 31, 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  three-month  period ended March 31, 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
                                                March 31, 2002                               March 31, 2001
                                                --------------                               --------------
                                                  Weighted         Per                             Weighted       Per
                                                   Average        Share                            Average       Share
                                      Income       Shares         Amount             Income         Shares       Amount
                                      ------       ------         ------             ------         ------       ------
<S>                                <C>            <C>             <C>              <C>             <C>           <C>
     Basic earnings per share
       Income available to
       common shareholders         $ 1,109,659    4,467,733       $ .25            $1,004,795      4,942,092     $ .20
                                                                ========                                       ========

     Effect of dilutive RRP
     awards and stock options                       149,353                                           34,175
                                   -------------------------                      ---------------------------
     Diluted earnings per share
       Income available to
       common shareholders and
       assumed conversions
                                    $1,109,659    4,617,086       $ .24            $1,004,795      4,976,267     $ .20
                                   =====================================          =====================================
</TABLE>

<PAGE>


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.

Note 4: Reclassifications

Certain  reclassifications  have  been made to the 2001  consolidated  condensed
financial statements to conform to the March 31, 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. 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") and in Bloomington Housing Associates, L.P. ("BHA"), and CLSC, which
develops  land for  residential  housing.  Family  Financial is an Indiana stock
insurance  company that primarily engages in retail sales of mortgage and credit
insurance  products  in  connection  with loans  originated  by its  shareholder
financial institutions. BHA is an Indiana limited partnership that was organized
to  construct,  own and  operate a 130-unit  apartment  complex in  Bloomington,
Indiana (the "BHA  Project").  Development of the BHA Project has been completed
and the project is performing as planned.

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


<PAGE>

Financial Condition

Assets  totaled  $498.4 million at March 31, 2002, an increase from December 31,
2001 of $5.8 million. This growth occurred in cash and interest-bearing deposits
in other banks, up $18.0 million, and investment  securities available for sale,
up $4.7  million,  from  year-end  2001.  The increase was the result of a $17.2
million  decrease  in  net  loans,   including  loans  held  for  sale,  due  to
securitizing and selling loans during the first quarter of 2002.

Deposits  totaled  $259.4 million at March 31, 2002, an increase of $7.3 million
or an annualized rate of almost 12% from December 31, 2001. This growth occurred
in every  major  category  of  deposits.  Federal  Home Loan Bank  advances  and
repurchase agreements were unchanged from year-end 2001.

Shareholders'  equity  decreased $1.8 million from $86.2 million at December 31,
2001 to $84.4 million at March 31, 2002. The decrease was the result of the $2.3
million repurchase of 134,999 shares of common stock, cash dividends of $459,000
and an increase in unrealized losses on investment securities available for sale
of $633,000.  These decreases were partially  offset by net income for the three
months  ended  March  31,  2002 of $1.1  million,  stock  options  exercised  of
$161,000,  Employee Stock  Ownership Plan ("ESOP") shares earned of $100,000 and
unearned compensation amortization of $168,000.

Comparison  of  Operating  Results for the Three Months Ended March 31, 2002 and
2001

Net income for the first  quarter ended March 31, 2002 was  $1,110,000,  or $.25
for basic and $.24 for diluted  earnings per share.  This compared to net income
for the  comparable  period in 2001 of  $1,005,000,  or $.20 for both  basic and
diluted  earnings per share.  Return on assets was .90% and return on equity was
5.14% for the first  quarter of 2002  compared to .79% and 4.47%,  respectively,
for the same period in 2001.

Net interest  income for the first  quarter of 2002 was  $3,852,000  compared to
$3,952,000  for the same period in 2001.  Net interest  margin was 3.24% for the
three-month period ended March 31, 2002 compared to 3.22% for the same period in
2001. The average yield on earning  assets  declined 1.02% for the first quarter
of  2002  compared  to the  same  period  in  2001  while  the  average  cost of
interest-bearing  liabilities declined 1.24% for the same period. This increased
spread from 2.32% to 2.54%, or .22%.

The Bank's  provision  for loan losses for the first quarter of 2002 was $15,000
compared to $114,000 for the same period in 2001.  Nonperforming  loans to total
loans at March 31, 2002  improved to .32% compared to .36% at December 31, 2001,
and  nonperforming  assets to total assets improved to .29% at March 31 compared
to .34% at December 31, 2001.  The  allowance for loan losses as a percentage of
loans at March 31, 2002 was .78% compared to .74% at December 31, 2001.

Other income for the three months ended March 31, 2002 was $637,000  compared to
$371,000 for the same quarter of 2001. Due to the Company's  efforts to increase
the number of checking  accounts,  service charges on deposit accounts increased
21% to $173,000 at March 31,  2002  compared to $143,000  for the same period in
2001. Net realized and  unrealized  gains on sale of loans were $229,000 for the
first quarter of 2002 compared to $89,000  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 $39,000 for the first  quarter of 2002 from a
loss of  $93,000  for the same  quarter  of 2001 due to the  improved  operating
results of the limited partnership investment.

Other  expenses  were  $2,835,000  for the three  months  ended  March 31,  2002
compared to  $2,758,000  for the same three months of 2001.  The line item other
expense  increased to $478,000 in the first quarter of 2002 from $408,000 during
the same quarter last year. There was no single item that caused the increase.

<PAGE>

Asset Quality

Lincoln Federal  currently  classifies  loans as special  mention,  substandard,
doubtful  and loss to  assist  management  in  addressing  collection  risks and
pursuant to regulatory  requirements.  Special mention loans  represent  credits
that have potential  weaknesses that deserve  management's  close attention.  If
left uncorrected,  these potential weaknesses may result in deterioration of the
repayment  prospects or Lincoln  Federal's  credit position at some future date.
Substandard  loans represent credits  characterized by the distinct  possibility
that some loss will be sustained if  deficiencies  are not  corrected.  Doubtful
loans  possess the  characteristics  of  substandard  loans,  but  collection or
liquidation  in full is  doubtful  based upon  existing  facts,  conditions  and
values. A loan classified as a loss is considered uncollectible. Lincoln Federal
had $2.1 million and $3.6 million of loans  classified as special  mention as of
March 31, 2002 and December 31, 2001, respectively. In addition, Lincoln Federal
had $1.8 million and $1.4 million of loans  classified as  substandard  at March
31, 2002 and December 31, 2001, respectively. At March 31, 2002 and December 31,
2001,  no loans were  classified  as doubtful or loss.  At March 31,  2002,  and
December 31, 2001,  respectively,  non-accrual loans were $807,000 and $959,000.
At March 31, 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 March  31,  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 March 31, 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 December 31, 2001 and 2000, is an analysis  performed by
the OTS of  Lincoln  Federal's  interest  rate risk as  measured  by  changes in
Lincoln  Federal's net portfolio value ("NPV") for  instantaneous  and sustained
parallel shifts in the yield curve, in 100 basis point  increments,  up and down
300 basis points.

<PAGE>

<TABLE>
<CAPTION>
                                          December 31, 2001
                                          -----------------
                              Net Portfolio Value                       NPV as % of PV of Assets
   Changes
   In Rates        $ Amount         $ Change           %Change            NPV Ratio          Change
   --------        --------         --------           -------            ---------          ------
                                          (Dollars in thousands)
<S>               <C>              <C>                  <C>                <C>              <C>
  +300 bp         $   49,487       $ (28,045)           (36)%              10.51%           (475) bp
  +200 bp             59,001         (18,531)           (24)               12.22            (304) bp
  +100 bp             68,621          (8,912)           (11)               13.85            (141) bp
     0 bp             77,532                                               15.26
  -100 bp             81,023           3,490              5                15.68              42  bp
  -200 bp                  0               0              0                    0               0  bp
  -300 bp                  0               0              0                    0               0  bp


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

Management  believes at March 31,  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.

<PAGE>

PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings

           None.

Item 2.    Changes in Securities and Use of Proceeds

           None.

Item 3.    Defaults Upon Senior Securities.

           None.

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

           None.

Item 5.    Other Information.

           None.

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

               (a)  No reports on Form 8-K were filed  during the quarter  ended
                    March 31, 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:  May 14, 2002                   By: /s/ T. Tim Unger
       ------------                   -----------------------------------------

                                          T. Tim Unger
                                          President and Chief Executive Officer


Date:  May 14, 2002                   By: /s/ John M. Baer
       ------------                   -----------------------------------------

                                          John M. Baer
                                          Treasurer