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 SEPTEMBER 30, 2000
          OR

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

                        Commission file number: 000-25219

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

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

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

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


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

The  number of shares of the  Registrant's  common  stock,  without  par  value,
outstanding as of September 30, 2000 was 6,562,380.


<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                     6
           Comprehensive Income (Loss)

           Consolidated Condensed Statement of                     7
           Shareholders' Equity

           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.           11

Item 3.  Quantitative and Qualitative Disclosures                 14
         about Market Risk

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                        16
Item 2.  Changes in Securities and Use of Proceeds                16
Item 3.  Defaults Upon Senior Securities                          16
Item 4.  Submission of Matters to a Vote of Security Holders      16
Item 5.  Other Information                                        16
Item 6.  Exhibits and Reports on Form 8-K                         16

SIGNATURES                                                        17




<PAGE>



                                    FORM 10-Q
                            FORWARD LOOKING STATEMENT

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


<PAGE>


PART I  FINANCIAL INFORMATION
Item 1.  Financial Statements
<TABLE>
<CAPTION>
                         LINCOLN BANCORP AND SUBSIDIARY
                      Consolidated Condensed Balance Sheet
                                   (Unaudited)

                                                              September 30,           December 31,
                                                                  2000                    1999
                                                            --------------------------------------
Assets
<S>                                                         <C>                      <C>
  Cash and due from banks                                   $   2,068,942            $   2,576,080
  Interest-bearing demand deposits in other banks               3,635,807                8,242,552
                                                            --------------------------------------
      Cash and cash equivalents                                 5,704,749               10,818,632
  Interest-bearing deposits                                     1,386,972
  Investment securities
      Available for sale                                      142,713,108              145,875,328
      Held to maturity                                            500,000                  500,000
                                                            --------------------------------------
           Total investment securities                        143,213,108              146,375,328
  Loans                                                       321,706,562              234,760,885
      Allowance for loan losses                                 2,331,037                1,760,706
                                                            --------------------------------------
           Net Loans                                          319,375,525              233,000,179
  Premises and equipment                                        5,745,225                3,672,650
  Investments in limited partnerships                           1,755,770                2,063,661
  Federal Home Loan Bank stock                                  6,673,400                5,446,700
  Interest receivable                                           2,899,757                2,246,870
  Core deposit intangibles and goodwill                         2,003,770
  Other assets                                                  9,802,015                7,204,023
                                                            --------------------------------------
      Total assets                                          $ 498,560,291            $ 410,828,043
                                                            ======================================

Liabilities

  Deposits
      Noninterest-bearing                                   $   3,053,216            $   3,395,618
      Interest-bearing                                        248,095,391              201,586,609
                                                            --------------------------------------
           Total deposits                                     251,148,607              204,982,227
  Securities sold under repurchase agreements                   4,600,000                4,600,000
  Federal Home Loan Bank advances                             138,164,121              103,937,608
  Note payable                                                  1,225,501                1,714,001
  Interest payable                                              1,419,000                1,096,519
  Other liabilities                                             5,292,090                2,754,552
                                                            --------------------------------------
      Total liabilities                                       401,849,319              319,084,907
                                                            --------------------------------------

Commitments and Contingent Liabilities

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 - 6,562,380 shares
      and 6,308,325 shares                                     64,348,069               61,853,916
  Retained earnings                                            44,692,503               43,575,208
  Accumulated other comprehensive loss                         (4,163,524)              (5,065,649)
  Unearned recognition and retention plan  ("RRP") shares      (3,247,493)              (3,407,119)
  Unearned employee stock ownership plan ("ESOP") shares       (4,918,583)              (5,213,220)
                                                            --------------------------------------
      Total shareholders' equity                               96,710,972               91,743,136
                                                            --------------------------------------
      Total liabilities and shareholders' equity            $ 498,560,291            $ 410,828,043
                                                            ======================================
</TABLE>

See notes to consolidated condensed financial statements.


<PAGE>

<TABLE>
<CAPTION>

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

                                                                         Three Months Ended                Nine Months Ended
                                                                            September 30,                    September 30,
                                                                     -----------------------------------------------------------
                                                                         2000           1999             2000           1999
                                                                     -----------------------------------------------------------
Interest Income
<S>                                                                  <C>             <C>             <C>            <C>
  Loans, including fees                                              $  5,164,054    $  4,294,314    $ 14,688,338   $ 12,412,863
  Investment securities                                                 2,528,469       2,627,842       7,593,330      7,580,413
  Deposits with financial institutions                                     50,594          40,403         267,895        207,158
  Dividend income                                                         121,903         109,830         338,586        325,907
                                                                     -----------------------------------------------------------
      Total interest and dividend income                                7,865,020       7,072,389      22,888,149     20,526,341
                                                                     -----------------------------------------------------------
Interest Expense
  Deposits                                                              2,794,393       2,353,282       7,907,055      7,170,558
  Short term borrowings                                                    74,507          59,835         210,266        130,077
  Federal Home Loan Bank advances                                       1,770,122       1,157,295       4,759,312      2,885,832
                                                                     -----------------------------------------------------------
      Total interest expense                                            4,639,022       3,570,412      12,876,633     10,186,467
                                                                     -----------------------------------------------------------
Net Interest Income                                                     3,225,998       3,501,977      10,011,516     10,339,874
  Provision for loan losses                                               119,316          58,851         168,467        290,015
                                                                     -----------------------------------------------------------
Net Interest Income After Provision for Loan Losses                     3,106,682       3,443,126       9,843,049     10,049,859
                                                                     -----------------------------------------------------------
Other Income
  Net realized and unrealized gains (losses) on loans                       1,488          (9,705)          1,488          2,910
  Net realized losses on sales of available-for-sale securities                                                           (3,904)
  Equity in losses of limited partnerships                               (102,630)        (71,541)       (307,890)      (240,894)
  Other income                                                            279,873         244,583         765,616        687,710
                                                                     -----------------------------------------------------------
      Total other income                                                  178,731         163,337         459,214        445,822
                                                                     -----------------------------------------------------------
Other Expenses
  Salaries and employee benefits                                        1,398,689       1,099,021       3,769,056      2,774,124
  Net occupancy expenses                                                  114,996          96,504         313,445        251,923
  Equipment expenses                                                      133,950          88,008         405,569        354,533
  Deposit insurance expense                                                11,994          33,983          35,572        116,289
  Data processing fees                                                    207,696         117,169         614,444        472,740
  Professional fees                                                        64,333          52,010         243,773        141,172
  Director and committee fees                                              50,357          75,516         148,640        149,613
  Mortgage servicing rights amortization                                   36,729          44,116         118,647         76,406
  Other expenses                                                          357,916         308,175       1,038,432        902,111
                                                                     ------------- --------------- -------------- --------------
      Total other expenses                                              2,376,660       1,914,502       6,687,578      5,238,911
                                                                     -----------------------------------------------------------

Income Before Income Tax                                                  908,753       1,691,961       3,614,685      5,256,770
  Income tax expense                                                      254,605         546,740         962,017      1,854,929
                                                                     -----------------------------------------------------------
Net Income                                                           $    654,148    $  1,145,221    $  2,652,668   $  3,401,841
                                                                     ===========================================================

Basic earnings per share                                               $   .13         $   .19         $   .52        $   .54
                                                                     ===========================================================
Diluted earnings per share                                                 .13             .19             .52            .54
                                                                     ===========================================================
</TABLE>

See notes to consolidated condensed financial statements.

<PAGE>

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


                                                                Three Months Ended                  Nine Months Ended
                                                                   September 30,                      September 30
                                                                2000          1999               2000             1999
                                                            ------------------------------------------------------------
<S>                                                         <C>            <C>                 <C>            <C>
Net income                                                  $  654,148     $1,145,221          $2,652,668     $ 3,401,841
Other comprehensive income, net of tax
      Unrealized losses on securities  available for
      sale
         Unrealized  holding gains (losses) arising
           during the period, net of tax expense
           (benefit) of $1,093,472, $(710,227),
           $591,707 and $(3,637,143)                         1,667,124     (1,082,822)            902,125      (4,545,243)
         Less: Reclassification adjustment for losses
           included in net income, net of tax benefit
           of $1,546.                                                                                              (2,358)
                                                            -------------------------------------------------------------
                                                             1,667,124     (1,082,822)            902,125      (4,542,885)
                                                            -------------------------------------------------------------
Comprehensive income (loss)                                 $2,321,272     $   62,399          $3,554,793     $(2,141,044)
                                                            =============================================================
</TABLE>

See notes to consolidated condensed financial statements.

<PAGE>


<TABLE>
<CAPTION>
                         LINCOLN BANCORP AND SUBSIDIARY
            Consolidated Condensed Statement of Shareholders' Equity
                                   (Unaudited)



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

<S>                          <C>         <C>            <C>             <C>            <C>             <C>             <C>
Balances, January 1, 2000    6,308,325   $ 61,853,916   $  43,575,208   $(5,065,649)   $ (3,407,119)   $ (5,213,220)   $ 91,743,136

  Net income for the period                                 2,652,668                                                     2,652,668
  Unrealized losses on
    securities, net of
    reclassification                                                        902,125                                         902,125
    adjustment
  Purchase of common stock    (630,832)    (6,308,320)       (224,492)                                                   (6,532,812)
  ESOP shares earned                                           43,274                                       294,637         337,911
  Amortization of unearned
    Compensation expense                                      (26,554)                      464,786                         438,232
  Shares issued in
    acquisition, net of
    costs                      884,887      8,802,473                                      (305,160)                      8,497,313
  Cash dividends ($.24 per
  share)                                                   (1,327,601)                                                   (1,327,601)
                             -------------------------------------------------------------------------------------------------------

Balances, September 30, 200  6,562,380   $ 64,348,069   $  44,692,503   $(4,163,524)   $ (3,247,493)   $ (4,918,583)   $ 96,710,972
                             ======================================================================================================




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


<PAGE>


<TABLE>
<CAPTION>

                         LINCOLN BANCORP AND SUBSIDIARY
                 Consolidated Condensed Statement of Cash Flows
                                   (Unaudited)

                                                                          Nine Months Ended
                                                                             September 30,
                                                                  ----------------------------------
                                                                        2000                1999
                                                                  ----------------------------------
Operating Activities
<S>                                                               <C>                 <C>
  Net income                                                      $    2,652,668      $    3,401,841
  Adjustments to reconcile net income to net cash
   provided (used) by  operating activities
     Provision for loan losses                                           168,467             290,015
     Gain on sale of  foreclosed real estate                             (13,653)             (9,449)
     (Gain)  loss on disposal of premises and equipment                    5,867               4,219
     Investment securities accretion, net                               (290,230)           (288,495)
     Investment securities losses                                                              3,904
     Equity in losses of limited partnerships                            307,890             240,894
     Amortization of net loan origination fees                          (223,064)           (250,487)
     Depreciation and amortization                                       335,740             301,637
     ESOP shares earned                                                  337,911             331,524
     Amortization of unearned compensation expense                       438,232             154,929
     Net change in:
      Interest receivable                                               (176,965)           (612,791)
      Interest payable                                                    87,284             (36,611)
     Other adjustments                                                 1,022,521           1,163,181
                                                                  ----------------------------------
           Net cash provided by operating activities                   4,652,668           4,694,311
                                                                  ----------------------------------

Investing Activities

  Purchases of securities available for sale                          (3,619,149)        (64,794,311)
  Proceeds from sales of securities available for sale                                    10,259,375
  Proceeds from maturities of securities available for sale            8,800,202          16,433,504
  Proceeds from maturities of securities held to maturity                                    750,000
  Net change in loans                                                (29,396,899)        (25,386,504)
  Purchases of loans                                                  (1,116,350)         (6,173,548)
  Purchases of premises and equipment                                 (1,323,536)           (728,421)
  Purchase of FHLB stock                                                (500,200)
  Net cash paid in acquisition                                        (7,695,505)
  Proceeds from sale of foreclosed  real estate                          191,434              54,907
  Other investing activities                                              (5,718)
                                                                  ----------------------------------
          Net cash used by investing activities                      (34,665,721)        (69,584,998)
                                                                  ----------------------------------

Financing Activities
  Net change in
    Noninterest-bearing, interest-bearing demand,
     money market and savings deposits                                 6,285,080           8,554,082
    Certificates of deposit                                            6,574,961         (12,966,740)
    Short-term borrowings                                                                  4,600,000
  Proceeds from FHLB advances                                        123,000,000          71,000,000
  Repayment of FHLB advances                                        (103,000,000)        (10,000,000)
  Payment on note payable to limited partnership                        (488,500)           (488,500)
  Contribution of unearned compensation                                                   (3,725,828)
  Purchase of common stock                                            (6,532,812)         (8,672,592)
  Cash dividends                                                      (1,303,612)           (841,110)
  Additional conversion costs                                                                 (7,320)
  Net change in advances by borrowers for taxes and insurance            364,053             515,255
                                                                  ----------------------------------
           Net cash provided by financing activities                  24,899,170          47,967,247
                                                                  ----------------------------------

Net Change in Cash and Cash Equivalents                               (5,113,883)        (16,923,440)

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

Cash and Cash Equivalents, End of Period                          $    5,704,749      $    5,983,917
                                                                  ==================================

Additional Cash Flows and Supplementary Information
  Interest paid                                                   $   12,789,349       $  10,223,078
  Income tax paid                                                      1,036,500             971,250
  Loan balances transferred to foreclosed real estate                    318,486             164,039

</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 the Notes to Financial
Statements included in the December 31, 1999 Annual Report to Shareholders.  All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

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

The interim  consolidated  condensed financial statements at September 30, 2000,
and for the nine and three months ended  September  30, 2000 and 1999,  have not
been  audited  by  independent  accountants,  but  reflect,  in the  opinion  of
management,  all adjustments  (which include only normal recurring  adjustments)
necessary to present  fairly the financial  position,  results of operations and
cash flows for such periods.

Note 2: Earnings Per Share
--------------------------

Earnings per share have been computed based upon the weighted average common and
common  equivalent  shares  outstanding  during the period subsequent to Lincoln
Federal's  conversion  to a stock  savings bank on December  30, 1998.  Unearned
Employee  Stock  Ownership  Plan  ("ESOP")  shares have been  excluded  from the
computation of average common shares outstanding.

<TABLE>
<CAPTION>

                                         Three Months Ended                              Nine Months Ended
                                         September 30, 2000                              September 30, 2000
                                         ------------------                              ------------------
                                                  Weighted        Per                          Weighted       Per
                                                  Average         Share                        Average       Share
                                    Income         Shares         Amount       Income           Shares       Amount
                                                   ------         ------                        ------       ------
<S>                              <C>          <C>              <C>          <C>             <C>            <C>
Basic earnings per share
 Income available to common
 shareholders                    $ 654,148    4,989,966        $ .13        $ 2,652,668     5,064,971      $ .52
                                                               =====                                       =====

Effect of dilutive RRP awards
 and stock options                                  702                                           234
                                 ----------------------                     -------------------------
Diluted earnings per share
 Income available to  common
 shareholders and assumed
 conversions                     $ 654,148    4,990,668        $ .13        $ 2,652,668     5,065,205      $ .52
                                 ===================================        ====================================

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                         Three Months Ended                              Nine Months Ended
                                         September 30, 1999                              September 30, 1999
                                         ------------------                              ------------------
                                                  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                 $1,145,221   6,053,751        $ .19        $3,401,841      6,322,917      $ .54
                                                               =====                                       =====

  Effect of dilutive RRP awards
  and stock options
                                 ----------------------                     -------------------------
  Diluted earnings per share
    Income available to  common
    shareholders and assumed
    conversions                  $1,145,221   6,053,751        $ .19        $ 3,401,841     6,322,917      $ .54
                                 ===================================        ====================================

</TABLE>

Note 3:  Business Combination
-----------------------------

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  Lincoln  Federal.  Citizens  Loan and Service
Corporation,  an Indiana  corporation  and wholly owned  subsidiary  of Citizens
Savings ("CLSC") will continue as a subsidiary of Lincoln Federal.

On September 26, 2000,  shareholders  of Citizens  received  .9375 shares of the
Company's  common  stock and $9.375 in cash for each share of  Citizens'  common
stock.  The  Company  issued  884,887  shares of its  common  stock at a cost of
$8,802,000,  net of  registration  costs  of  $102,000,  and  assumed  Citizens'
unearned  Recognition and Retention Plan liability.  The Company paid $8,854,000
in cash to Citizens'  shareholders.  The Company paid an  additional  $72,000 in
merger  expenses and $99,000 for Citizens  common stock purchased by the Company
during 2000 and cancelled as part of this transaction.

The combination  was accounted for under the purchase method of accounting,  and
accordingly, the net assets were recorded at their estimated fair values at date
of acquisition.  Fair value adjustments on the assets and liabilities  purchased
are  being  amortized  over  the  estimated  lives  of the  related  assets  and
liabilities.  The excess of the purchase  price over the estimated fair value of
the  underlying  net assets of $1,022,000 was allocated to goodwill and is being
amortized  over 20 years  using the  straight-line  method.  Additionally,  core
deposit  intangibles of $982,000 were recognized and are being amortized over 10
years using the 125% declining  balance method.  Citizens  Bancorp's  results of
operations  and financial  position were included in the Company's  consolidated
financial statements beginning September 27, 2000.


<PAGE>


The  following  pro forma  information,  including  the  effect of the  purchase
accounting  adjustments,  depicts the results of operations as though the merger
had taken place at the beginning of each period.

                                                        Nine Months Ended
                                                          September 30,
                                                   2000                1999
                                                   ----                ----
                                                         ( in thousands)

         Net Interest Income                 $  11,928             $  12,263
         Net Income                          $   1,584             $   3,949
         Net Income Per Share
         .........Basic                      $     .27             $     .55
         .........Diluted                    $     .27             $     .55



The pro forma  results of  operations  do not  purport to be  indicative  of the
results which would  actually have been obtained had the merger  occurred on the
date indicated or which may be obtained in the future.

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
all of the  outstanding  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.  The  Company  acquired  all  of  the
outstanding  common stock of Citizens in a transaction  that closed on September
26, 2000. In the transaction, Citizens was merged with and into the Company, and
Citizens Savings was merged with and into Lincoln Federal. Following the merger,
CLSC became a subsidiary of Lincoln Federal.

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 eight
full-service  offices  located in Hendricks,  Montgomery,  Clinton,  Johnson and
Morgan Counties,  Indiana,  with its main office located in Plainfield.  Lincoln
Federal  opened an office in Avon,  Indiana in January,  1999,  in  Mooresville,
Indiana in April, 1999 and its newest office in Greenwood, Indiana in September,
2000. The merger of Citizens  Savings into Lincoln Federal  resulted in a second
branch location in Frankfort, Indiana. The Bank's principal business consists of
attracting  deposits  from the general  public and  originating  fixed-rate  and
adjustable-rate  loans  secured  primarily  by first  mortgage  liens on one- to
four-family  residential  real estate.  Lincoln  Federal's  deposit accounts are
insured up to applicable limits by the SAIF of the FDIC.

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

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

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

Financial Condition

Assets  totaled  $498.6 million at September 30, 2000, an increase from December
31, 1999 of $87.7 million of which Citizens added $66.6 million.  Net loans were
$319.4  million,  an increase of $86.4  million from  December 31, 1999 of which
Citizens added $56.1 million.  Loan growth was reflected in every major category
of loans. Loan growth was funded primarily by growth of deposits, cash flow from
investments and increases in borrowings from the Federal Home Loan Bank.

Deposits  totaled  $251.1  million at September  30, 2000,  an increase of $46.2
million  from  December  31, 1999 of which  Citizens  added $33.3  million.  The
majority  of this  growth  was in public  fund  certificates  of  deposit  which
increased  $7.7  million.   Federal  Home  Loan  Bank  advances  and  repurchase
agreements  increased  $34.2 million to $142.8  million of which  Citizens added
$14.2 million.

Shareholders'  equity  increased $5.0 million from $91.7 million at December 31,
1999 to $96.7 million at September 30, 2000. Shareholders' equity increased $8.5
million due to the acquisition of Citizens.  Shareholders' equity also increased
due to net income for the nine months ended  September 30, 2000 of $2.7 million,
Employee  Stock  Ownership  Plan ("ESOP")  shares  earned of $338,000,  unearned
compensation  amortization  of $438,000 and a $902,000  reduction in  unrealized
losses on investment  securities available for sale. These increases were offset
by stock repurchases of $6.5 million and cash dividends of $1.3 million.

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

Net income for the three months ended  September 30, 2000 was $654,000,  or $.13
for both basic and diluted  earnings per share.  This compared to net income for
the comparable period in 1999 of $1,145,000,  or $.19 for both basic and diluted
earnings per share. Return on assets was .61% and return on equity was 3.00% for
the third  quarter of 2000  compared to 1.16% and 4.63%,  respectively,  for the
same period in 1999.

Net interest income for the second quarter of 2000 was $3.2 million  compared to
$3.5 million for the same period in 1999. Net interest  margin was 3.06% for the
three-month  period ended  September  30,  2000,  compared to 3.55% for the same
period in 1999.  The average  yield on earning  assets  increased  .28% from the
third  quarter of 1999 to the third  quarter of 2000 while the  average  cost of
interest-bearing  liabilities  increased  .72% from the third quarter of 1999 to
the third quarter 2000. This reduced the spread from 2.31% to 1.87%, or 44 basis
points.

Lincoln  Bancorp's  provision for loan losses for the  three-month  period ended
September 30, 2000 was $119,000  compared to a provision  expense of $59,000 for
the same period in 1999.  Nonperforming  loans to total loans at  September  30,
2000 were .36% compared to .47% at December 31, 1999 while nonperforming  assets
to total assets were .28%,  unchanged  from December 31, 1999. The allowance for
loan losses as a percentage  of loans at September 30, 2000 was .72% compared to
 .75% at December 31, 1999.  The  reduction in the  allowance as a percentage  of
total  loans was the  result of adding  the  Citizens  loans  that  required  an
allowance at a lower percentage rate than the Lincoln Bancorp loans.

Other income for the three months ended September 30, 2000 was $179,000 compared
to  $163,000  for the  same  quarter  of  1999.  Equity  in  losses  of  limited
partnerships increased to $103,000 from $72,000 during the third quarter of 1999
due to the operating results of the limited partnerships.

Other  expenses were $2.4 million for the three months ended  September 30, 2000
compared to $1.9 million for the  comparable  three months of 1999. The increase
in expenses was  primarily the result of additional  costs  associated  with key
management and staff  additions and costs  associated  with the opening of a new
branch office in Greenwood, Indiana.

Income taxes were 28% of pretax income for the third quarter of 2000 compared to
an income tax effect of 32% for the same  period in 1999.  This  decline was the
result  of a  recent  revision  to  the  Indiana  Code  that  permits  financial
institutions  incorporated in Indiana to apportion  income in the same manner as
financial institutions incorporated in other states.

Comparison of Operating Results for the Nine Months Ended September 30, 2000 and
1999

Net income for the nine-month period ended September 30, 2000 was $2,653,000, or
$.52 for both basic and diluted earnings per share. This compared to $3,402,000,
or $.54 for both basic and  diluted  earnings  per share for the same  period of
1999.  Return on  assets  was .84% and  return on equity  was 4.05% for the nine
months ended September 30, 2000 compared to 1.15% and 4.36%,  respectively,  for
the nine months ended September 30, 1999.

Net interest income  year-to-date  through  September 30, 2000 was $10.0 million
compared to $10.3 million for the same period in 1999.  Net interest  margin was
3.22%  through  September  30,  2000 down from 3.61% from a year ago.  Continued
pressure on net  interest  margin was  partially  the result of the  purchase of
Lincoln  Bancorp stock as part of the stock  repurchase  program,  but more from
reduced spreads, down 27 basis points.

Lincoln Bancorp's  provision for loan losses for the nine months ended September
30, 2000 was $168,000  compared to a provision  expense of $290,000 for the same
period in 1999.

Other income for the nine months ended September 30, 2000 was $459,000  compared
to  $446,000  for the same  period  last  year.  Equity  in  losses  of  limited
partnerships  increased to $308,000 for the nine months ended September 30, 2000
from $241,000 during  comparable  period in 1999 due to the operating results of
the limited partnerships.

For the nine months ended  September 30, 2000,  other expenses were $6.7 million
compared  to $5.2  million  for the same  period in 1999.  Expenses  were up for
similar  reasons as for the third  quarter  mentioned  above as well as the fact
that two new  branches  that opened in the first half of 1999 had only a partial
year  of  expenses  in  1999  versus  a full  year in  2000.  Additionally,  the
Recognition  and Retention Plan of the Company only came into  existence  during
the third  quarter of 1999 while the  Company  recognized  a full nine months of
expense during 2000, an increase of $292,000.

Income taxes were 27% of pretax  income for the nine months ended  September 30,
2000 and 35% during the same  period in 1999.  This  decline was the result of a
recent  revision  to  the  Indiana  Code  that  permits  financial  institutions
incorporated  in Indiana to  apportion  income in the same  manner as  financial
institutions incorporated in other states. This revision to the statute was made
retroactive  to January 1, 1999 and  recognized  as a single  adjustment  in the
second quarter of 2000.

Asset Quality

Lincoln Federal  currently  classifies  loans as special  mention,  substandard,
doubtful  and loss to  assist  management  in  addressing  collection  risks and
pursuant to regulatory  requirements,  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 $3.3 million of loans  classified as special  mention as of
September 30, 2000 and no loans classified as special mention as of December 31,
1999. The increase in the loans  classified as special mention was  attributable
to four commercial  loan  relationships.  In addition,  Lincoln Federal had $1.3
million and $1.1 million of loans  classified  as  substandard  at September 30,
2000 and December 31, 1999, respectively. At September 30, 2000 and December 31,
1999, no loans were  classified as doubtful or loss. At September 30, 2000,  and
December 31, 1999,  respectively,  non-accrual  loans were $1.2 million and $1.1
million.  The  allowance  for loan  losses was $2.3  million or .72% of loans at
September 30, 2000 and $1.8 million or .7% of loans at 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
September 30, 2000,  Lincoln  Federal had liquid assets of $290.9  million and a
liquidity ratio of 32.5%.

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 September, 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.

<TABLE>
<CAPTION>
                                          September 30, 2000
                                          ------------------
                             Net Portfolio Value                       NPV as % of PV of Assets
   Changes
   In Rates        $ Amount         $ Change         %Change            NPV Ratio           Change
   --------        --------         ---------        -------            ---------           ------

<S><C>              <C>              <C>               <C>                <C>               <C>
   +300 bp          $54,736          -36,528           -40%               12.10%            -628 bp
   +200 bp           66,642          -24,622           -27%               14.28%            -410 bp
   +100 bp           78,857          -12,407           -14%               16.38%            -200 bp
      0 bp           91,264                                               18.38%
   -100 bp          100,283            9,019            10%               19.72%            +134 bp
   -200 bp          105,219           13,955            15%               20.38%            +200 bp
   -300 bp          108,057           16,793            18%               20.69%            +231 bp

</TABLE>



<PAGE>
<TABLE>
<CAPTION>

                                            September 30, 1999
                                            ------------------
                              Net Portfolio Value                      NPV as % of PV of Assets
    Changes
    In Rates        $ Amount          $ Change         %Change          NPV Ratio            Change
    --------        --------          ---------        -------          ---------            ------

<S> <C>             <C>               <C>               <C>               <C>                <C>
    +300 bp         $46,296           $-31,634          -41%              12.61              -655 bp
    +200 bp          56,837            -21,094          -27%              14.95              -421 bp
    +100 bp          67,707            -10,224          -13%              17.19              -195 bp
      0 bp           77,930                                               19.16
    -100 bp          85,837              7,906           10%              20.55              +140 bp
    -200 bp          89,753             11,823           15%              21.14              +198 bp
    -300 bp          91,601             13,671           18%              21.32              +216 bp



</TABLE>

The analysis at September  30, 2000  indicates  that there have been no material
changes in market interest rates or in Lincoln Federal's interest rate sensitive
instruments  which  would cause a material  change in the market risk  exposures
which affect the  quantitative  and qualitative risk disclosures as presented in
Item 7A of the  Company's  Annual  Report  on Form  10-K  for the  period  ended
December 31, 1999.


<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 a Vote of Security Holders.

              None.

Item 5.       Other Information.

              None.

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

               (a)  Exhibit 27. Financial Data Schedule
               (b)  The  Registrant  filed a report on Form 8-K on September 27,
                    2000  reporting the  consummation  of the merger of Citizens
                    Bancorp with and into the  Registrant on September 26, 2000,
                    and which  included as Exhibit  99.2 thereto  Unaudited  Pro
                    Forma  Condensed  Combined  Financial   Information  of  the
                    Registrant  as of June  30,  2000 for the  six-month  period
                    ended  June 30,  2000 and for the year  ended  December  31,
                    1999.


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


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