SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                                   (Mark One)

[X]       QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003 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 [ ]

Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The  number of shares of the  Registrant's  common  stock,  without  par  value,
outstanding as of June 30, 2003 was 4,436,246.

<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.                                       12

Item 3.   Quantitative and Qualitative Disclosures about Market Risk       16

Item 4.   Controls and Procedures                                          17

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings                                                18
Item 2.   Changes in Securities and Use of Proceeds                        18
Item 3.   Defaults Upon Senior Securities                                  18
Item 4.   Submission of Matters to a Vote of Security Holders              18
Item 5.   Other Information                                                18
Item 6.   Exhibits and Reports on Form 8-K                                 18

SIGNATURES                                                                 20

CERTIFICATIONS                                                             21
<PAGE>

                            FORWARD LOOKING STATEMENT

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


PART I  FINANCIAL INFORMATION
Item 1.  Financial Statements
<TABLE>
<CAPTION>

                                                   LINCOLN BANCORP AND SUBSIDIARY
                                               Consolidated Condensed Balance Sheets


                                                                                      June 30,           December 31,
                                                                                        2003                 2002
                                                                                --------------------- --------------------
                                                                                      (Unaudited)
  Assets
<S>                                                                             <C>                   <C>
       Cash and due from banks                                                  $      2,054,967      $     2,366,192
       Short-term interest-bearing demand deposits in other banks                     11,248,448           24,931,901
                                                                                --------------------- --------------------
           Cash and cash equivalents                                                  13,303,415           27,298,093
       Investment securities
           Available for sale                                                         93,590,187           99,600,288
           Held to maturity (market value $1,770,000 and $1,780,000)                   1,770,000            1,780,000
                                                                                --------------------- --------------------
                Total investment securities                                           95,360,187          101,380,288
       Loans held for sale                                                             7,051,432            3,072,689
       Loans, net of allowance for loan losses of $3,260,726 and $2,931,968          399,685,725          353,195,588
       Premises and equipment                                                          6,670,338            6,639,023
       Investments in limited partnerships                                             1,315,777            1,387,777
       Federal Home Loan Bank stock                                                    9,026,000            8,160,400
       Interest receivable                                                             2,368,517            2,165,630
       Goodwill                                                                        1,563,594            1,563,594
       Cash surrender value life insurance                                            12,234,911           11,905,449
       Other assets                                                                    5,879,610            5,088,394
                                                                                --------------------- --------------------

           Total assets                                                             $554,459,506        $ 521,856,925
                                                                                ===================== ====================

  Liabilities
       Deposits
           Noninterest-bearing                                                      $ 18,253,548         $ 13,289,178
           Interest-bearing                                                          277,161,433          257,077,485
                                                                                --------------------- --------------------
                Total deposits                                                       295,414,981          270,366,663
       Borrowings                                                                    173,026,733          163,258,142
       Interest payable                                                                  871,242              942,250
       Other liabilities                                                               6,572,742            5,170,287
                                                                                --------------------- --------------------
           Total liabilities                                                         475,885,698          439,737,342
                                                                                --------------------- --------------------

  Commitments and Contingencies

  Shareholders' Equity
       Common stock, without par value
           Authorized - 20,000,000 shares
           Issued and outstanding - 4,436,246 and 4,676,401 shares                    43,380,272           45,790,320
       Retained earnings                                                              40,296,052           41,455,452
       Accumulated other comprehensive income                                             71,647              552,409
       Unearned recognition and retention plan (RRP) shares                           (1,244,733)         (1,576,038)
       Unearned employee stock ownership plan (ESOP) shares                           (3,929,430)         (4,102,560)
                                                                                --------------------- --------------------
           Total shareholders' equity                                                 78,573,808           82,119,583
                                                                                --------------------- --------------------

           Total liabilities and shareholders' equity                              $ 554,459,506        $ 521,856,925
                                                                                ===================== ====================
</TABLE>

  See notes to consolidated condensed financial statements.
<PAGE>


<TABLE>
<CAPTION>

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

                                                                      Three Months Ended                     Six Months Ended
                                                                             June 30,                             June 30,
                                                               ------------------ ------------------ ----------------- -------------
                                                                     2003               2002               2003              2002
                                                               ------------------ ------------------ ----------------- -------------
Interest Income
<S>                                                                <C>                <C>                <C>            <C>
     Loans, including fees                                         $ 6,422,227        $ 6,228,394        $12,576,952    $12,403,953
     Investment securities                                             981,075          1,458,887          2,095,718      2,888,415
     Deposits with financial institutions                               56,361             87,314            107,501        160,074
     Dividend income                                                   118,045            120,519            222,280        234,946
                                                               ------------------ ------------------ ----------------- -------------
         Total interest and dividend income                          7,577,708          7,895,114         15,002,451     15,687,388
                                                               ------------------ ------------------ ----------------- -------------

Interest Expense
     Deposits                                                        1,674,231          1,964,152          3,288,239      3,979,559
     Repurchase agreements                                                --              199,311                 --        411,186
     Federal Home Loan Bank advances                                 2,007,812          1,728,610          3,978,956      3,441,618
                                                               ------------------ ------------------ ----------------- -------------
         Total interest expense                                      3,682,043          3,892,073          7,267,195      7,832,363
                                                               ------------------ ------------------ ----------------- -------------

Net Interest Income                                                  3,895,665          4,003,041          7,735,256      7,855,025
     Provision  for loan losses                                        269,632             64,821            434,163         79,986
                                                               ------------------ ------------------ ----------------- -------------
Net Interest Income After Provision for Loan Losses                  3,626,033          3,938,220          7,301,093      7,775,039
                                                               ------------------ ------------------ ----------------- -------------

Other Income
     Service charges on deposit accounts                               208,122            177,227            407,681        350,355
     Net realized and unrealized gains on loans                        411,953            192,765            663,089        421,756
     Net realized losses on sales of available-for-sale
        securities                                                      (9,106)              --              (34,824)           --
     Increase in cash value of life insurance                          160,164             23,427            329,463         46,854
     Equity in losses of limited partnerships                          (36,000)           (39,000)           (72,000)       (78,000)
     Other income                                                      390,306            251,027            694,215        501,608
                                                               ------------------ ------------------ ----------------- -------------
         Total other income                                          1,125,439            605,446          1,987,624      1,242,573
                                                               ------------------ ------------------ ----------------- -------------

Other Expenses
     Salaries and employee benefits                                  1,674,548          1,645,561          3,444,230      3,180,543
     Net occupancy expenses                                            196,802            144,398            413,260        312,239
     Equipment expenses                                                240,740            175,226            480,117        335,935
     Advertising and business development                               99,699            114,835            209,457        196,591
     Data processing fees                                              324,837            278,328            650,551        552,411
     Professional fees                                                  87,565            109,038            201,117        180,719
     Director and committee fees                                        66,172             58,950            136,374        124,240
     Other expenses                                                    663,248            587,214          1,178,674      1,065,684
                                                               ------------------ ------------------ ----------------- -------------
         Total other expenses                                        3,353,611          3,113,550          6,713,780      5,948,362
                                                               ------------------ ------------------ ----------------- -------------

Income Before Income Tax                                             1,397,861          1,430,116          2,574,937      3,069,250
     Income tax expense                                                360,757            488,091            634,867      1,017,566
                                                               ------------------ ------------------ ----------------- -------------

Net Income                                                      $    1,037,104       $    942,025      $   1,940,070   $  2,051,684
                                                               ================== ================== ================= =============

Basic earnings per share                                        $         .27        $        .22      $        .49    $       .47
Diluted earnings per share                                                .26                 .21               .47            .45
Dividends per share                                                       .12                 .10               .24            .20

</TABLE>
<PAGE>

<TABLE>
<CAPTION>



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



                                                                        Three Months Ended                  Six Months Ended
                                                                             June 30,                           June 30,
                                                                 ----------------- ---------------- ----------------- --------------
                                                                       2003             2002              2003             2002
                                                                 ----------------- ---------------- ----------------- --------------

<S>                                                                <C>                <C>             <C>              <C>
  Net Income                                                       $ 1,037,104        $ 942,025       $ 1,940,070      $ 2,051,684
  Other comprehensive income, net of tax
        Unrealized gains (losses) on securities available for
        sale

            Unrealized holding losses arising during the
            period, net of tax expense (benefit) of
            $(163,726), $621,996, $(266,585) and $206,863            (308,577)          948,304         (503,746)          315,386
            Less:  Reclassification adjustment for losses
            included in net income, net of tax benefit of
            $3,096 and $11,840                                         (6,010)                           (22,984)
                                                                 ----------------- ---------------- ----------------- --------------

                                                                     (302,567)          948,304         (480,762)          315,386
                                                                 ----------------- ---------------- ----------------- --------------

   Comprehensive income                                              $ 734,537      $ 1,890,329       $ 1,459,308      $ 2,367,070
                                                                 ================= ================ ================= ==============
</TABLE>


See notes to consolidated condensed financial statements.
<PAGE>
<TABLE>
<CAPTION>

                                                   LINCOLN BANCORP AND SUBSIDIARY
                                      Consolidated Condensed Statement of Shareholders' Equity
                                               For the Six Months Ended June 30, 2003
                                                            (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>           <C>
Balances, January 1, 2003         4,676,401     $ 45,790,320  $ 41,455,452     $ 552,409    $(1,576,038)  $(4,102,560)  $82,119,583

  Net income for the period                                      1,940,070                                                1,940,070
  Unrealized gains on
    securities, net of
    reclassification
    adjustment                                                                  (480,762)                                  (480,762)
  Purchase of common stock        (267,820)      (2,678,200)    (2,242,713)                                              (4,920,913)
  Stock options exercised           27,665          268,152                                                                 268,152
  ESOP shares earned                                               131,579                                    173,130       304,709
  Amortization of unearned
        compensation expense                                       (20,229)                     331,305                     311,076
  Cash dividends ($.24
        per share)                                                (968,107)                                                (968,107)
                               -------------- -------------- --------------- ------------  -------------  ------------  -----------

Balances, June 30, 2003          4,436,246      $ 43,380,272  $ 40,296,052     $  71,647    $(1,244,733)  $(3,929,430)  $78,573,808
                               ============== ============== =============== ============   ===========   ============  ===========
</TABLE>




See notes to consolidated condensed financial statements.

<PAGE>
<TABLE>
<CAPTION>

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

                                                                                                  Six Months Ended
                                                                                                      June 30,
                                                                                         -------------------- -------------------
                                                                                               2003                2002
                                                                                         -------------------- -------------------
  Operating Activities
<S>                                                                                      <C>                  <C>
       Net income                                                                        $   1,940,070        $    2,051,684
       Adjustments to reconcile net income to net cash provided by (used in) operating
  activities
         Provision for loan losses                                                             434,163               79,986
         Loss on sale of foreclosed real estate                                                 58,556               72,642
         Investment securities accretion, net                                                  109,006              199,426
         Investment securities losses                                                           34,824
         Equity in losses of limited partnerships                                               72,000               78,000
         Amortization of net loan origination fees                                            (352,469)            (289,122)
         Depreciation and amortization                                                         373,091              275,541
         Amortization of purchase accounting adjustments                                        17,933               32,751
         Amortization of unearned compensation expense                                         311,076              335,100
         ESOP shares earned                                                                    304,709              338,339
         Net change in:                                                                                                --
           Loans held for sale                                                              (3,978,743)           2,330,181
           Interest receivable                                                                (202,887)            (183,368)
           Interest payable                                                                    (71,008)            (172,356)
         Other adjustments                                                                  (1,182,645)            (460,064)
                                                                                         -------------------- -------------------
                Net cash provided by (used in) operating activities                         (2,132,324)           4,688,740
                                                                                         -------------------- -------------------

  Investing Activities
       Net change in interest-bearing deposits                                                    --              1,300,030
       Purchases of securities available for sale                                          (28,976,092)         (13,102,980)
       Proceeds from sales of securities available for sale                                  1,950,580                 --
       Proceeds from maturities of securities available for sale                            32,156,276           19,034,603
       Proceeds from maturities of securities held to maturity                                  10,000               10,000
       Net change in loans                                                                 (46,799,928)         (12,669,608)
       Purchases of property and equipment                                                    (407,670)            (646,207)
       Proceeds from sale of foreclosed  real estate                                             25,659             178,017
                                                                                         -------------------- -------------------
                Net cash used in investing activities                                      (42,041,175)          (5,896,145)
                                                                                         -------------------- -------------------

  Financing Activities
       Net change in
          Noninterest-bearing, interest-bearing demand,
                money market and savings deposits                                           31,623,955            3,691,390
          Certificates of deposit                                                           (6,575,637)          18,543,723
       Proceeds from repurchase agreements                                                        --             (5,000,000)
       Proceeds from FHLB advances                                                          20,000,000           10,000,000
       Repayment of FHLB advances                                                          (10,000,000)         (10,000,000)
       Payment on note payable to limited partnership                                         (248,501)            (488,500)
       Dividends paid                                                                         (996,925)            (925,856)
       Exercise of stock options                                                               268,152              249,200
       Purchase of common stock                                                             (4,920,913)          (3,533,311)
       Net change in advances by borrowers for taxes and insurance                           1,028,690              (57,108)
                                                                                         -------------------- -------------------
                Net cash provided by financing activities                                   30,178,821           12,479,538
                                                                                         -------------------- -------------------

  Net Change in Cash and Cash Equivalents                                                  (13,994,678)          11,272,133

  Cash and Cash Equivalents, Beginning of Period                                            27,298,093           10,403,023
                                                                                         -------------------- -------------------

  Cash and Cash Equivalents, End of Period                                               $   13,303,415       $   21,675,156
                                                                                         ==================== ===================

  Additional Cash Flows and Supplementary Information
       Interest paid                                                                     $     7,338,203      $     8,004,719
       Income tax paid                                                                         820,000            1,030,000
       Loan balances transferred to foreclosed real estate                                     275,536              279,829
       Securitization of loans                                                                   --              18,222,209
</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  ("CLSC"),  both  Indiana  corporations,  and LF
Portfolio Services, Inc. ("LF Portfolio"),  a Delaware corporation. A summary of
significant  accounting  policies  is set forth in Note 1 of Notes to  Financial
Statements included in the December 31, 2002 Annual Report to Shareholders.  All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

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

The interim  consolidated  financial  statements  at June 30, 2003,  and for the
three and six months  ended  June 30,  2003 and 2002,  have not been  audited by
independent  accountants,  but  reflect,  in  the  opinion  of  management,  all
adjustments  (which  include  only normal  recurring  adjustments)  necessary to
present fairly the financial position,  results of operations and cash flows for
such periods.  The results of operations for the six-month period ended June 30,
2003,  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, 2002 has been derived from the audited  consolidated  balance sheet
of the Company as of that date.

Note 2:  Earnings Per Share

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

                                              Three Months Ended                         Three Months Ended
                                                 June 30, 2003                              June 30, 2002
                                                 -------------                              -------------
                                                  Weighted            Per                          Weighted       Per
                                                   Average           Share                          Average       Share
                                      Income       Shares            Amount            Income       Shares       Amount
                                      ------      --------           ------            ------      --------      ------
     Basic earnings per share
       Income available to
<S>                                    <C>           <C>               <C>          <C>            <C>             <C>
       common shareholders             $1,037,104    3,910,399         $ .27        $ 942,025      4,357,687       $ .22
                                                                   =========                                 ===========

     Effect of dilutive RRP
     awards and stock options                          148,136                                       165,760
                                   ------------- --------------                 --------------- ------------

     Diluted earnings per share
       Income available to
       common shareholders and
       assumed conversions             $1,037,104   4,058,535          $ .26         $ 942,025     4,523,447       $ .21
                                   ============== =============== ==========    ============== ============= ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                              Three Months Ended                         Three Months Ended
                                                 June 30, 2003                              June 30, 2002
                                                 -------------                              -------------
                                                  Weighted            Per                          Weighted       Per
                                                   Average           Share                          Average       Share
                                      Income       Shares            Amount            Income       Shares       Amount
                                      ------      --------           ------            ------      --------      ------
     Basic earnings per share
       Income available to
<S>                                    <C>           <C>               <C>         <C>             <C>             <C>
       common shareholders             $1,940,070    3,948,503         $ .49       $2,051,684      4,412,371       $ .47
                                                                   =========                                 ===========

     Effect of dilutive RRP
     awards and stock options                          145,050                                       157,556
                                   ------------- --------------                 --------------- ------------
     Diluted earnings per share
       Income available to
       common shareholders and
       assumed conversions             $1,940,070   4,093,553          $ .47       $ 2,051,684     4,569,927       $ .45
                                   ============== =============== ==========    ============== ============= ===========
</TABLE>

Note 3:  Stock Options

The Company has a stock-based  employee  compensation  plan,  which is described
more fully in Notes to  Financial  Statements  included in the December 31, 2002
Annual  Report to  shareholders.  The Company  accounts  for this plan under the
recognition  and  measurement  principles of APB Opinion No. 25,  Accounting for
Stock Issued to Employees, and related interpretations.  No stock-based employee
compensation  cost is reflected in net income,  as all options granted under the
plan had an exercise  price equal to the market value of the  underlying  common
stock on the grant  date.  The  following  table  illustrates  the effect on net
income  and  earnings  per  share if the  Company  had  applied  the fair  value
provisions  of  Statement of Financial  Accounting  Standards  ("SFAS") No. 123,
Accounting for Stock-Based Compensation, to stock-based employee compensation.

<TABLE>
<CAPTION>

                                                                 Three Months   Three Months    Six Months    Six Months
                                                                     Ended          Ended          Ended         Ended
                                                                 June 30, 2003  June 30, 2002  June 30, 2003 June 30, 2002
                                                                ------------------------------------------------------------

<S>                                                             <C>             <C>              <C>           <C>
           Net income, as reported                              $ 1,037,104     $    942,025     $ 1,940,070   $ 2,051,684
           Less:  Total stock-based employee compensation
              cost determined under the fair value based
              method, net of income taxes                              36,257         63,832          72,515       127,663
                                                                ------------------------------------------------------------

           Pro forma net income                                   $ 1,000,847    $   878,193    $  1,867,555   $ 1,924,021
                                                                ============================================================

           Earnings per share:
               Basic - as reported                                   $  .27         $   .22        $   .49         $  .47
               Basic - pro forma                                        .26             .20            .47            .44
               Diluted - as reported                                    .26             .21            .47            .45
               Diluted - pro forma                                      .25             .19            .46            .42
</TABLE>

Note 4:  Effect of Recent Accounting Pronouncements

The Financial  Accounting Standards Board ("FASB") recently adopted Statement of
Financial  Accounting  Standards  ("SFAS") No. 148,  Accounting for  Stock-Based
Compensation - Transition and Disclosure.  This Statement  amends FASB Statement
No.  123,  Accounting  for  Stock-Based  Compensation.  SFAS  No.  148  provides
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee  compensation.  In addition,  SFAS
No. 148  amends  the  disclosure  requirements  of SFAS No. 123 to require  more
prominent  and more  frequent  disclosures  in  financial  statements  about the
effects of stock-based compensation.
<PAGE>

Under the  provisions  of SFAS No. 123,  companies  that  adopted the fair value
based  method were  required to apply that  method  prospectively  for new stock
option  awards.   This   contributed  to  a  "ramp-up"   effect  on  stock-based
compensation  expense in the first few years  following  adoption,  which caused
concern  for  companies  and  investors  because of the lack of  consistency  in
reported results. To address that concern,  SFAS No. 148 provides two additional
methods of transition  that reflect an entity's full  complement of  stock-based
compensation expense immediately upon adoption,  thereby eliminating the ramp-up
effect.

SFAS No. 148 also improves the clarity and prominence of  disclosures  about the
proforma  effects  of using  the fair  value  based  method  of  accounting  for
stock-based compensation for all companies - regardless of the accounting method
used - by requiring  that the data be presented more  prominently  and in a more
user-friendly format in the footnotes to the financial statements.  In addition,
SFAS No. 148 improves the timeliness of those disclosures by requiring that this
information be included in interim as well as annual  financial  statements.  In
the past,  companies were required to make proforma  disclosures  only in annual
financial statements.

The  transition  guidance and annual  disclosure  provisions of SFAS No. 148 are
effective  for fiscal  years  ending  after  December  15,  2002,  with  earlier
application   permitted  in  certain   circumstances.   The  interim  disclosure
provisions are effective for financial reports containing  financial  statements
for interim periods beginning after December 15, 2002.

The FASB has  stated it  intends  to issue a new  statement  on  accounting  for
stock-based  compensation  and will require  companies to expense  stock options
using a fair value based method at date of grant.  The  implementation  for this
proposed statement is not known.

In November 2002, the FASB issued Interpretation No. 45, Guarantor's  Accounting
and Disclosure  Requirements for Guarantees,  Including  Indirect  Guarantees of
Indebtedness  of Others ("FIN 45"). FIN 45 will change  current  practice in the
accounting   for  and   disclosure  of   guarantees.   Guarantees   meeting  the
characteristics  described in FIN 45 are  required to be  initially  recorded at
fair value,  which is different from the general current practice of recording a
liability only when a loss is probable and reasonably estimable,  as those terms
are defined in FASB Statement No. 5, Accounting for  Contingencies.  FIN 45 also
requires a guarantor to make new  disclosures  for virtually all guarantees even
if the likelihood of the guarantor's having to make payments under the guarantee
is remote.

In general,  FIN 45 applies to  contracts  or  indemnification  agreements  that
contingently  require the  guarantor to make  payments to the  guaranteed  party
based on changes in an underlying asset, liability, or an equity security of the
guaranteed party such as financial standby letters of credit.

Disclosure  requirements  of FIN 45 are effective  for  financial  statements of
interim  or  annual   periods  ending  after  December  31,  2002.  The  initial
recognition and measurement  provisions are applicable on a prospective basis to
guarantees  issued or modified  after  December  31, 2002,  irrespective  of the
guarantor's fiscal year-end.  The guarantor's previous accounting for guarantees
issued prior to the date of FIN 45 initial applications should not be revised or
restated to reflect the provisions of FIN 45.

The Company  adopted FIN 45 on January 1, 2003.  The adoption of FIN 45 does not
currently  have a  material  impact  on  the  Company's  consolidated  financial
statements.
<PAGE>

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.  Citizens  Loan
and Service Corporation ("CLSC"), a wholly-owned subsidiary of Citizens Savings,
continues as a subsidiary of Lincoln Federal. Lincoln Federal currently conducts
its business from nine  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 on
October 14, 2002.

Lincoln  Federal  offers a variety  of  lending,  deposit  and  other  financial
services to its retail and commercial  customers.  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  Savings  Association
Insurance Fund of the Federal  Deposit  Insurance  Corporation.  Lincoln Federal
offers a number of financial services,  which includes::  (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 three  subsidiaries:  LF Service,  CLSC, and LF
Portfolio.  The assets of LF Service consist of investments in Family  Financial
Life  Insurance  Company  ("Family   Financial")  and  in  Bloomington   Housing
Associates, L.P. ("BHA"). Family Financial is an Indiana stock insurance company
that primarily engages in retail sales of mortgage and credit insurance products
in connection with loans originated by its shareholder  financial  institutions.
BHA is an Indiana limited partnership 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.  CLSC primarily engages in the purchase and development of tracts of
undeveloped  land.  Because CLSC engages in activities  that are not permissible
for a national bank, OTS regulations prohibit Lincoln Federal from including its
investment in CLSC in its  calculation  of regulatory  capital.  CLSC  purchases
undeveloped land,  constructs  improvements and  infrastructure on the land, and
then sells lots to builders,  who  construct  homes for sale to home buyers.  LF
Portfolio,  which is located in Nevada,  holds and manages a significant portion
of Lincoln Federal's investment portfolio.

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

Critical Accounting Policies

Note 1 to the  consolidated  financial  statements  contains  a  summary  of the
Company's  significant  accounting  policies presented on pages 26 through 29 of
the Annual Report to  Shareholders  for the year ended December 31, 2002,  which
was filed on Form 10-K with the Securities and Exchange  Commission on March 31,
2003.  Certain of these policies are important to the portrayal of the Company's
financial condition, since they require management to make difficult, complex or
subjective  judgments,  some of which may relate to matters that are  inherently
uncertain.  Management  believes that its critical  accounting  policies include
determining the allowance for loan losses,  the valuation of mortgage  servicing
rights, and the valuation of intangible assets.
<PAGE>

Allowance for loan losses

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

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

Mortgage servicing rights

The Company  recognizes the rights to service  mortgage loans as separate assets
in the  consolidated  balance  sheet.  The  total  cost of  loans  when  sold is
allocated between loans and mortgage servicing rights based on the relative fair
values of each. Mortgage servicing rights are subsequently  carried at the lower
of the  initial  carrying  value,  adjusted  for  amortization,  or fair  value.
Mortgage  servicing  rights are evaluated for impairment based on the fair value
of those  rights.  Factors  included  in the  calculation  of fair  value of the
mortgage  servicing  rights include,  estimating the present value of future net
cash flows,  market loan  prepayment  speeds for similar loans,  discount rates,
servicing costs, and other economic factors. Servicing rights are amortized over
the estimated period of net servicing revenue.  It is likely that these economic
factors will change over the life of the mortgage servicing rights, resulting in
different  valuations of the mortgage servicing rights. The differing valuations
will  affect  the  carrying  value  of  the  mortgage  servicing  rights  on the
consolidated  balance sheet as well as the amounts  recorded in the consolidated
income statement.  As of June 30, 2003 and December 31, 2002, mortgage servicing
rights had carrying values of $455,000 and $505,000, respectively.

Intangible assets

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

Financial Condition

Assets  totaled  $554.5  million at June 30, 2003, an increase from December 31,
2002 of $32.6  million for an  annualized  growth  rate of over 12%.  Net loans,
including  loans held for sale,  increased $50.5 million from December 31, 2002.
The growth was partially funded by a $14.0 decrease in cash and interest-bearing
deposits  in other banks and a $6.0  million  decline in  investment  securities
available for sale. Loan growth was also funded by customer deposit growth.

Deposits  totaled  $295.4 million at June 30, 2003, an increase of $25.0 million
or an annualized rate of nearly 19% from December 31, 2002. The majority of this
growth was demand deposits,  up $9.2 million and money market deposits, up $23.0
million.  Certificates  of deposit  declined by $6.6 million  from  December 31,
2002. Federal Home Loan Bank advances increased $10.0 million to $173.0 million.

Shareholders'  equity  decreased $3.5 million from December 31, 2002 to June 30,
2003.  The decrease was primarily  the result of the $4.9 million  repurchase of
267,820  shares of common  stock,  cash  dividends of $968,000 and a decrease in
unrealized gains on investment securities available for sale of $481,000.  These
decreases  were  partially  offset by net income of $1.9 million,  stock options
exercised of $268,000,  Employee Stock Ownership Plan shares earned of $305,000,
and unearned compensation amortization of $311,000.
<PAGE>

Comparison  of  Operating  Results for the Three  Months Ended June 30, 2003 and
2002

Net income for the second  quarter ended June 30, 2003 was  $1,037,000,  or $.27
for basic and $.26 for diluted  earnings per share.  This compared to net income
for the  comparable  period in 2002 of $942,000,  or $.22 for basic and $.21 for
diluted  earnings per share.  Return on assets was .75% and return on equity was
5.25% for the second  quarter of 2003 compared to .76% and 4.45%,  respectively,
for the same period last year.

Net interest  income for the second quarter of 2003 was  $3,896,000  compared to
$4,003,000  for the same period in 2002.  Net interest  margin was 2.96% for the
three-month  period ended June 30, 2003 compared to 3.34% for the same period in
2002. The average yield on earning assets  decreased .82% for the second quarter
of  2003   compared   to  the  same  period  in  2002.   The  average   cost  of
interest-bearing  liabilities  decreased .66% from the second quarter of 2002 to
the second quarter of 2003. This decreased spread from 2.66% to 2.50%, or .16%.

The Bank's  provision  for loan losses for the second  quarter 2003 was $270,000
compared to $65,000 for the same period in 2002. The increased provision in 2003
was the  result of loan  growth and added  risk in the loan  portfolio  due to a
higher concentration of commercial loans. Non-performing loans to total loans at
June  30,  2003  were  .53%  compared  to  .58%  at  December  31,  2002,  while
non-performing  assets to total  assets were .47% at June 30,  2003  compared to
..44% at December  31, 2002.  The  allowance  for loan losses as a percentage  of
loans at June 30, 2003 was .80% compared to .82% at December 31, 2002.

Other income for the three months ended June 30, 2003 was $1,125,000 compared to
$605,000  for the same  quarter  of 2002.  Net  realized  and  unrealized  gains
(losses) on sale of loans  improved to $412,000  from  $193,000  during the same
period in 2002.  The increase in cash value of life  insurance  was $160,000 for
the three months  ended June 30, 2003 as compared to $23,000 for the  comparable
period in 2002. In December of 2002,  the Company  invested an additional  $10.0
million of bank-owned life insurance.  Miscellaneous  other income  increased to
$390,000 during the second quarter of 2003 from $251,000 during the same quarter
of 2002.  The increase in  miscellaneous  other income was primarily  related to
increased loan and ATM fees.

Other expenses were $3,354,000 for the three months ended June 30, 2003 compared
to $3,114,000 for the same period in 2002, or a 7.7% increase.  Primary  reasons
for the increase were from normal  operating cost increases plus the addition of
our second de novo branch in the Greenwood market during October 2002.

Income taxes were 26% of pre-tax  income for the second quarter of 2003 compared
to 34% for the  same  period  in  2002.  This  decline  was  the  result  of tax
strategies  involving the purchase of nontaxable  municipal  securities and bank
owned life insurance and the establishment of an investment subsidiary.

Comparison of Operating Results for the Six Months Ended June 30, 2003 and 2002

Net income for the six-month period ended June 30, 2003 was $1,940,000,  or $.49
for basic and $.47 for diluted earnings per share.  This compared to $2,052,000,
or $.47 for basic and $.45 for diluted earnings per share for the same period of
2002.  Return on average  assets was .72% and return on average equity was 4.87%
compared to .90% and 5.14%,  respectively,  for the same  period  ended June 30,
2002.

Net interest income for the six-month  period ended June 30, 2003 was $7,735,000
compared to  $7,855,000  for the same period in 2002.  Net  interest  margin was
3.01%  through June 30, 2003 down from 3.24% for the same  six-month  period one
year  ago.  Net  interest  income  was down  from  one  year ago as a result  of
declining margins and reduced spreads.

The provision for the first six months of 2003 was $434,000  compared to $80,000
last year for the same  six-month  period.  The increased  provision in 2003 was
primarily the result of loan growth and added risk in the loan  portfolio due to
a higher concentration of commercial loans.
<PAGE>

Other income for the six months ended June 30, 2003 was  $1,988,000  compared to
$1,243,000 for the same period last year.  This  improvement was led by improved
gains on the sale of loans totaling $663,000 this year compared to $422,000 last
year.  As a result of the  additional  investment in cash  surrender  value life
insurance in December of 2002,  the increase in cash value of life insurance was
$329,000  for the six months  ended June 30, 2003 as compared to $47,000 for the
comparable period in 2002.  Miscellaneous other income increased to $694,000 for
the six months  ended June 30, 2003 as  compared to $502,000  for the six months
ended June 30, 2002.  The increase was  primarily due to an increase in loan and
ATM fees.

Other expenses for the six months ended June 30, 2003 were  $6,714,000  compared
to $5,948,000  for the same period last year, an increase of $766,000.  Salaries
and employee  benefits  increased  $264,000,  net occupancy  expenses  increased
$101,000,  equipment  expenses  increased  $144,000,  data processing  increased
$98,000 and all other expenses  increased  $158,000  during the six months ended
June 30, 2003 over the same period in 2002.  A majority of the  increase was due
to the addition of the new Greenwood branch, remodeling of our Brownsburg branch
and improvements made to our information technology infrastructure.

Income taxes were 25% of pre-tax  income for the second quarter of 2003 compared
to 33% for the same  period  in  2002.  This was the  result  of tax  strategies
involving the purchase of nontaxable  municipal  securities  and bank owned life
insurance and the establishment of an investment subsidiary.

Asset Quality

The Company currently classifies loans as special mention, substandard, doubtful
and loss to assist  management  in addressing  collection  risks and pursuant to
regulatory  requirements.  Special  mention  loans  represent  credits that have
potential  weaknesses  that  deserve  management's  close  attention.   If  left
uncorrected,  these  potential  weaknesses  may result in  deterioration  of the
repayment  prospects or Lincoln  Federal's  credit position at some future date.
Substandard  loans represent credits  characterized by the distinct  possibility
that some loss will be sustained if deficiencies on the loans are not corrected.
Doubtful loans possess the  characteristics of substandard loans, but collection
or  liquidation in full is doubtful  based upon existing  facts,  conditions and
values. A loan classified as a loss is considered uncollectible. Lincoln Federal
had $4.6 million and $3.2 million of loans  classified as special  mention as of
June 30, 2003 and December 31, 2002, respectively.  In addition, Lincoln Federal
had $2.4 million and $2.6 million of loans classified as substandard at June 30,
2003 and December 31, 2002,  respectively.  At June 30 and December 31, 2002, no
loans were  classified as doubtful or loss.  At June 30, 2003,  and December 31,
2002,  respectively,  non-accrual  loans were $1.8 million and $1.3 million.  At
June 30, 2003 and December 31, 2002, respectively,  accruing loans delinquent 90
days or more totaled  $352,000 and  $747,000.  At June 30, 2003 and December 31,
2002,  the  allowance  for loan  losses  was  $3.3  million  and  $2.9  million,
respectively or approximately  .80% and .82% of loans,  including loans held for
sale, respectively.

Liquidity and Capital Resources

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

Pursuant  to OTS  capital  regulations  in  effect  at June  30,  2003,  savings
associations were required to maintain a 1.5% tangible capital requirement, a 4%
leverage ratio (or core capital) requirement,  and a total risk-based capital to
risk-weighted  assets ratio of 8%. At June 30, 2003,  Lincoln  Federal's capital
levels exceeded all applicable  regulatory capital  requirements in effect as of
that date.
<PAGE>

Off-balance Sheet Arrangements

As of the date of this Report,  the Company does not have any off-balance  sheet
arrangements  that have or are  reasonably  likely  to have a current  or future
effect on the  Company's  financial  condition,  change in financial  condition,
revenues or expenses, results of operations,  liquidity, capital expenditures or
capital resources that are material to investors.  The term  "off-balance  sheet
arrangement"  generally means any transaction,  agreement,  or other contractual
arrangement to which an entity  unconsolidated with the Company is a party under
which the Company has (i) any  obligation  arising  under a guarantee  contract,
derivative  instrument  or variable  interest;  or (ii) a retained or contingent
interest in assets transferred to such entity or similar arrangement that serves
as credit, liquidity or market risk support for such assets.

Other

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


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Presented below, as of March 31, 2003 and 2002, 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 300 basis points
and down 100 basis points.
<TABLE>
<CAPTION>

                                                           March 31, 2003
                                                           --------------
                                  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>               <C>
   +300 bp            $ 64,069        $(13,093)           (17)%              12.17%            (162) bp
   +200 bp              70,557          (6,605)            (9)               13.10              (69) bp
   +100 bp              75,789          (1,373)            (2)               13.77               (2) bp
      0 bp              77,162                                               13.78
   -100 bp              75,933          (1,229)            (2)               13.38              (40) bp

</TABLE>
<TABLE>
<CAPTION>

                                                           March 31, 2002
                                                           --------------
                                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>               <C>
   +300 bp            $ 65,762        $(27,475)           (29)%              13.73%            (437) bp
   +200 bp              75,180         (18,057)           (19)               15.32             (279) bp
   +100 bp              84,529          (8,708)            (9)               16.81             (130) bp
      0 bp              93,237                                               18.11
   -100 bp              98,278           5,041              5                18.77                66 bp
</TABLE>


Management  believes  at March 31,  2003 and June 30,  2003  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, 2002.
<PAGE>

Item 4.  Controls and Procedures

(a)  Evaluation  of disclosure  controls and  procedures.  The  Company's  chief
executive   officer  and  chief   financial   officer,   after   evaluating  the
effectiveness of the Company's disclosure controls and procedures (as defined in
Sections  13a-15(e)  and  15d-15(e)  of the  regulations  promulgated  under the
Securities  Exchange Act of 1934, as amended),  as of the end of the most recent
fiscal quarter covered by this quarterly  report (the "Evaluation  Date"),  have
concluded that as of the Evaluation Date, the Company's  disclosure controls and
procedures  were adequate and are designed to ensure that  material  information
relating to the Company  would be made known to such  officers by others  within
the Company on a timely basis.

(b)  Changes in  internal  controls.  There were no  significant  changes in the
Company's  internal  control over financial  reporting  identified in connection
with the Company's  evaluation  of controls  that occurred  during the Company's
last fiscal quarter that has  materially  affected,  or is reasonably  likely to
materially affect, the Company's internal control over financial reporting.
<PAGE>


PART II.   OTHER INFORMATION

Item 1.       Legal Proceedings

     Although the Company and its subsidiaries are involved,  from time to time,
in various legal proceedings  arising in the ordinary course of business,  there
are no material  legal  proceedings  to which they are a party or to which their
property is subject.

Item 2.       Changes in Securities and Use of Proceeds

              None.

Item 3.       Defaults Upon Senior Securities.

              None.

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

               On April 22,  2003,  the Company  held its Annual  Meeting of the
          Shareholders.  A total of 3,829,682  shares were represented in person
          or by proxy at the meeting.  Lester N. Bergum,  Jr. was elected to the
          Board of Directors for a three-year  term expiring in 2006.  3,796,801
          shares  were voted in favor of the  election  of the nominee and there
          were no votes  withheld.  Dennis W. Dawes was  elected to the Board of
          Directors  for a three-year  term expiring in 2006.  3,429,805  shares
          were voted in favor of the  election  of the nominee and there were no
          votes withheld

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

                  Name                             Term Expires In
                  T. Tim Unger                          2005
                  John L. Wyatt                         2005
                  David E. Mansfield                    2005
                  W. Thomas Harmon                      2004
                  Jerry R. Holifield                    2004
                  John C. Milholland                    2004


Item 5.       Other Information.

              None.

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

              (a) Exhibits

                    31(1)   Certification   required   by  17   C.F.R.   Section
                    240.13a-14(a)

                    31(2)   Certification   required   by  17   C.F.R.   Section
                    240.13a-14(a)

                    32  Certification  pursuant to 18 U.S.C.  Section  1350,  as
                    adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                    2002.

               (b)  Lincoln  Bancorp  filed  two Form  8-K  reports  during  the
                    quarter ended June 30, 2003.

                    (1)  Date of report: April 22, 2003

                    Items reported:  News release dated April 22, 2003 regarding
                    the  announcement  of results of operations  for the quarter
                    ended March 31, 2003.

                    (2)  Date of report: April 23, 2003

                    Items reported:  News release dated April 23, 2003 regarding
                    the announcement of its stock repurchase program.
<PAGE>


                                   SIGNATURES

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

                                     LINCOLN BANCORP

Date: August 13, 2003                By: /s/ T. Tim Unger
                                         -------------------------------
                                         T. Tim Unger
                                         President and Chief Executive Officer

Date: August 13, 2003                By: /s/ John M. Baer
                                         -------------------------------
                                         John M. Baer
                                         Treasurer