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,
           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 September 30, 2003 was 4,409,791.
<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                                                                  19
CERTIFICATIONS                                                              20
<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>
<TABLE>
<CAPTION>

PART I  FINANCIAL INFORMATION
Item 1.  Financial Statements

                                            LINCOLN BANCORP AND SUBSIDIARY
                                         Consolidated Condensed Balance Sheets


                                                                                   September 30,         December 31,
                                                                                        2003                 2002
                                                                                --------------------- --------------------
                                                                                      (Unaudited)
<S>                                                                             <C>                   <C>
  Assets
       Cash and due from banks                                                  $      2,050,699      $     2,366,192
       Short-term interest-bearing demand deposits in other banks                     12,379,836           24,931,901
                                                                                --------------------- --------------------
           Cash and cash equivalents                                                  14,430,535           27,298,093
       Investment securities
           Available for sale                                                         93,273,264           99,600,288
           Held to maturity (market value $1,745,000 and $1,780,000)                   1,745,000            1,780,000
                                                                                --------------------- --------------------
                Total investment securities                                           95,018,264          101,380,288
       Loans held for sale                                                               439,200            3,072,689
       Loans, net of allowance for loan losses of $3,444,450 and $2,931,968          429,221,267          353,195,588
       Premises and equipment                                                          6,751,558            6,639,023
       Investments in limited partnerships                                             1,282,777            1,387,777
       Federal Home Loan Bank stock                                                    9,138,100            8,160,400
       Interest receivable                                                             2,354,048            2,165,630
       Goodwill                                                                        1,563,594            1,563,594
       Cash surrender value life insurance                                            12,376,755           11,905,449
       Other assets                                                                    6,001,699            5,088,394
                                                                                --------------------- --------------------

           Total assets                                                          $   578,577,797        $ 521,856,925
                                                                                ===================== ====================

  Liabilities
       Deposits
           Noninterest-bearing                                                      $ 17,145,477         $ 13,289,178
           Interest-bearing                                                          307,817,083          257,077,485
                                                                                --------------------- --------------------
                Total deposits                                                       324,962,560          270,366,663
       Borrowings                                                                    168,035,280          163,258,142
       Interest payable                                                                  880,556              942,250
       Other liabilities                                                               6,302,512            5,170,287
                                                                                --------------------- --------------------
           Total liabilities                                                         500,180,908          439,737,342
                                                                                --------------------- --------------------

  Commitments and Contingencies


  Shareholders' Equity
       Common stock, without par value
           Authorized - 20,000,000 shares
           Issued and outstanding - 4,409,791 and 4,676,401 shares                    43,285,229           45,790,320
       Retained earnings                                                              40,167,432           41,455,452
       Accumulated other comprehensive income                                           (124,436)             552,409
       Unearned recognition and retention plan (RRP) shares                           (1,088,471)         (1,576,038)
       Unearned employee stock ownership plan (ESOP) shares                           (3,842,865)         (4,102,560)
                                                                                --------------------- --------------------
           Total shareholders' equity                                                 78,396,889           82,119,583
                                                                                --------------------- --------------------

           Total liabilities and shareholders' equity                            $   578,577,797        $ 521,856,925
                                                                                ===================== ====================

  See notes to consolidated condensed financial statements.

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

                                                              Three Months Ended                    Nine Months Ended
                                                                  September 30,                         September 30,
                                                       ------------------ ------------------ ----------------- ------------------
                                                             2003               2002               2003              2002
                                                       ------------------ ------------------ ----------------- ------------------
<S>                                                        <C>                <C>                <C>             <C>
Interest Income
     Loans, including fees                                 $ 6,549,026        $ 6,302,880        $19,125,978     $18,706,833
     Investment securities                                     866,764          1,520,286          2,962,482       4,408,701
     Deposits with financial institutions                       22,345             90,322            129,846         250,396
     Dividend income                                           103,523            121,843            325,803         356,789
                                                       ------------------ ------------------ ----------------- ------------------
         Total interest and dividend income                  7,541,658          8,035,331         22,544,109      23,722,719
                                                       ------------------ ------------------ ----------------- ------------------

Interest Expense
     Deposits                                                1,592,419          1,903,226          4,880,658       5,882,785
     Repurchase agreements                                    -                   156,911           -                568,097
     Federal Home Loan Bank advances                         2,042,617          1,766,779          6,021,573       5,208,397
                                                       ------------------ ------------------ ----------------- ------------------
         Total interest expense                              3,635,036          3,826,916         10,902,231      11,659,279
                                                       ------------------ ------------------ ----------------- ------------------

Net Interest Income                                          3,906,622          4,208,415         11,641,878      12,063,440
     Provision  for loan losses                                188,635             82,926            622,798         162,912
                                                       ------------------ ------------------ ----------------- ------------------
Net Interest Income After Provision for Loan Losses          3,717,987          4,125,489         11,019,080      11,900,528
                                                       ------------------ ------------------ ----------------- ------------------

Other Income
     Service charges on deposit accounts                       228,126            190,654            635,807         541,009
     Net realized and unrealized gains on loans                 74,619            665,326            737,708       1,087,082
     Net realized losses on sales of available-for-sale
       securities                                               -                 165,110            (34,824)        165,110
     Increase in cash value of life insurance                  141,843             23,427            471,306          70,281
     Equity in losses of limited partnerships                  (33,000)           (39,000)          (105,000)       (117,000)
     Other income                                              333,272            262,242          1,027,487         763,850
                                                       ------------------ ------------------ ----------------- ------------------
         Total other income                                    744,860          1,267,759          2,732,484       2,510,332
                                                       ------------------ ------------------ ----------------- ------------------

Other Expenses
     Salaries and employee benefits                          1,818,628          1,685,482          5,262,858       4,866,025
     Net occupancy expenses                                    199,685            169,844            612,945         482,083
     Equipment expenses                                        211,219            171,043            691,336         506,978
     Advertising and business development                      104,972            111,789            314,429         308,380
     Data processing fees                                      304,746            259,143            955,297         811,554
     Professional fees                                          90,465            116,671            291,582         297,390
     Director and committee fees                                66,848             56,309            203,222         180,549
     Other expenses                                            522,054            599,583          1,700,728       1,665,267
                                                       ------------------ ------------------ ----------------- ------------------
         Total other expenses                                3,318,617          3,169,864         10,032,397       9,118,226
                                                       ------------------ ------------------ ----------------- ------------------

Income Before Income Tax                                     1,144,230          2,223,384          3,719,167       5,292,634
     Income tax expense                                        306,220            780,383            941,087       1,797,949
                                                       ------------------ ------------------ ----------------- ------------------

Net Income                                               $     838,010      $   1,443,001      $   2,778,080    $  3,494,685
                                                       ================== ================== ================= ==================

Basic earnings per share                                 $         .21       $        .33      $         .70    $        .80
Diluted earnings per share                                         .20                .32                .68             .77
Dividends per share                                                .12                .10                .36             .30

See notes to consolidated condensed financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

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



                                                                    Three Months Ended                  Nine Months Ended
                                                                       September 30,                      September 30,
                                                             ----------------- ---------------- ----------------- ----------------
                                                                   2003             2002              2003             2002
                                                             ----------------- ---------------- ----------------- ----------------

<S>                                                              <C>            <C>               <C>               <C>
  Net Income                                                     $ 838,010      $ 1,443,001       $ 2,778,080       $ 3,494,685
  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
            $(101,011), $266,625, $(367,596) and $473,488         (196,083)         445,780          (699,829)          761,166
            Less:  Reclassification adjustment for losses
            included in net income, net of tax expense
            (benefit) of $56,137, $(11,840), and $56,137                 -          108,973           (22,984)          108,973
                                                             ----------------- ---------------- ----------------- ----------------

                                                                  (196,083)         336,807          (676,845)          652,193
                                                             ----------------- ---------------- ----------------- ----------------

   Comprehensive income                                          $ 641,927      $ 1,779,808       $ 2,101,235       $ 4,146,878
                                                             ================= ================ ================= ================


See notes to consolidated condensed financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                LINCOLN BANCORP AND SUBSIDIARY
                                   Consolidated Condensed Statement of Shareholders' Equity
                                          For the Nine Months Ended September 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                                   2,778,080                                                    2,778,080
 Unrealized gains on
   securities, net of
   reclassification
   adjustment                                                                (676,845)                                     (676,845)
 Purchase of common stock      (328,448)      (3,284,480)   (2,799,369)                                                  (6,083,849)
 Stock options exercised         61,838          594,389                                                                    594,389
 Tax benefit on stock
   options and RRP                               185,000                                                                    185,000
 ESOP shares earned                                            209,314                                        259,695       469,009
 Amortization of unearned
   compensation expense                                        (27,994)                        487,567                      459,573
    Cash dividends
      ($.36 per share)                                      (1,448,051)                                                  (1,448,051)
                             ----------- -------------- --------------- ---------------- --------------- -------------- -----------
Balances, September 30, 2003  4,409,791      $43,285,229   $40,167,432      $(124,436)     $(1,088,471)   $(3,842,865)  $78,396,889
                             ============ ============== =============== ================ =============== ============= ===========




See notes to consolidated condensed financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

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

                                                                                                  Nine Months Ended
                                                                                                    September 30,
                                                                                         -------------------- -------------------
                                                                                               2003                2002
                                                                                         -------------------- -------------------
<S>                                                                                      <C>                  <C>
  Operating Activities
       Net income                                                                        $   2,778,080       $    3,494,685
       Adjustments to reconcile net income to net cash provided by (used in) operating
           activities
         Provision for loan losses                                                             622,798              162,912
         Loss on sale of foreclosed real estate                                                 34,704              107,614
         Investment securities accretion, net                                                  166,912              218,837
         Investment securities losses                                                           34,824             (165,110)
         Equity in losses of limited partnerships                                              105,000              117,000
         Amortization of net loan origination fees                                            (520,467)            (475,124)
         Depreciation and amortization                                                         541,750              421,820
         Amortization of purchase accounting adjustments                                        27,224               44,140
         Amortization of unearned compensation expense                                         459,573              509,690
         ESOP shares earned                                                                    469,009              498,204
         Net change in:
           Loans held for sale                                                               2,633,489           (5,124,090)
           Interest receivable                                                                (188,418)             316,498
           Interest payable                                                                    (61,694)            (246,586)
         Other adjustments                                                                  (1,389,299)           1,103,863
                                                                                         -------------------- -------------------
                Net cash provided by operating activities                                    5,713,485              984,353
                                                                                         -------------------- -------------------

  Investing Activities
       Net change in interest-bearing deposits                                                   -                1,900,030
       Purchases of securities available for sale                                          (39,234,451)         (19,511,510)
       Proceeds from sales of securities available for sale                                  1,950,580            5,218,750
       Proceeds from maturities of securities available for sale                            42,376,558           31,941,967
       Proceeds from maturities of securities held to maturity                                  35,000               20,000
       Net change in loans                                                                 (76,636,447)          (4,830,272)
       Purchases of property and equipment                                                    (660,162)          (1,192,977)
       Proceeds from sale of foreclosed  real estate                                           143,028              368,466
                                                                                         -------------------- -------------------
                Net cash provided by (used in) investing activities                        (72,025,894)          13,914,454
                                                                                         -------------------- -------------------

  Financing Activities
       Net change in
          Noninterest-bearing, interest-bearing demand, money market and savings            46,803,406            6,374,485
            deposits
          Certificates of deposit                                                            7,792,491           (3,751,885)
       Proceeds from repurchase agreements                                                       -               (5,000,000)
       Proceeds from FHLB advances                                                          31,000,000           30,000,000
       Repayment of FHLB advances                                                          (26,000,000)         (20,000,000)
       Payment on note payable to limited partnership                                         (248,501)            (488,500)
       Dividends paid                                                                       (1,480,044)          (1,378,411)
       Exercise of stock options                                                               594,389              307,832
       Purchase of common stock                                                             (6,083,849)          (6,975,567)
       Net change in advances by borrowers for taxes and insurance                           1,066,959               29,642
                                                                                         -------------------- -------------------
                Net cash provided by (used in) financing activities                         53,444,851             (882,404)
                                                                                         -------------------- -------------------

  Net Change in Cash and Cash Equivalents                                                  (12,867,558)          14,016,403

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

  Cash and Cash Equivalents, End of Period                                               $  14,430,535        $  24,419,426
                                                                                         ==================== ===================

  Additional Cash Flows and Supplementary Information
       Interest paid                                                                     $  10,963,925     $     11,905,865
       Income tax paid                                                                       1,245,000            1,280,000
       Loan balances transferred to foreclosed real estate                                     577,965              302,664
       Securitization of loans                                                                   -               18,222,209

  See notes to consolidated condensed financial statements.

</TABLE>
<PAGE>

                         LINCOLN BANCORP AND SUBSIDIARY
         Notes to Unaudited Consolidated Condensed Financial Statements

Note 1:  Basis of Presentation

The consolidated  financial  statements  include the accounts of Lincoln Bancorp
(the  "Company"),  its  wholly  owned  subsidiary,  Lincoln  Bank,  a  federally
chartered  savings bank  ("Lincoln" or the "Bank"),  and Lincoln'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 September 30, 2003, and for the
three and nine months ended  September 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  nine-month  period  ended
September 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
                                           September 30, 2003                           September 30, 2002
                                           ------------------                           ------------------
                                               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               $838,010    3,944,284         $ .21      $ 1,443,001     4,339,497       $ .33
                                                                =========                                   ==========

  Effect of dilutive RRP
  awards and stock options                          148,694                                      157,396
                                 ------------- --------------                --------------  ------------

  Diluted earnings per share
    Income available to
    common shareholders and
    assumed conversions               $838,010    4,092,978         $ .20      $ 1,443,001     4,496,893       $ .32
                                ============== ===============  =========    ============== =============   ==========



                                               Nine Months Ended                          Nine Months Ended
                                              September 30, 2003                         September 30, 2002
                                              ------------------                         ------------------
                                               Weighted           Per                          Weighted       Per
                                                Average          Share                          Average      Share
                                   Income       Shares           Amount          Income         Shares       Amount
                                ------------- --------------    ---------    --------------- ------------  ----------
     Basic earnings per share
       Income available to
       common shareholders          $2,778,080    3,946,873         $ .70       $3,494,685      4,387,604       $ .80
                                                                 =========                                 ===========

     Effect of dilutive RRP
     awards and stock options                       146,264                                       157,503
                                 ------------- --------------                 --------------- ------------
     Diluted earnings per share
       Income available to
       common shareholders and
       assumed conversions          $2,778,080    4,093,137         $ .68      $ 3,494,685      4,545,107       $ .77
                                ============== ===============  ==========    ============== ============= ===========
</TABLE>
<PAGE>

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                         Nine Months
                                                         Three Months Ended     Ended       Nine Months Ended        Ended
                                                           September 30,    September 30,  September 30, 2003    September 30,
                                                                2003             2002                                2002
                                                         ------------------------------------------------------------------------

<S>                                                       <C>               <C>               <C>                 <C>
      Net income, as reported                             $    838,010        $1,443,001        $2,778,080          $3,494,685
      Less:  Total stock-based employee compensation
         cost determined under the fair value based
         method, net of income taxes                            36,257            63,832           108,772             191,495
                                                         ------------------------------------------------------------------------

      Pro forma net income                                $    801,753        $1,379,169        $2,669,308          $3,303,190
                                                         ========================================================================

      Earnings per share:
          Basic - as reported                                    $ .21             $ .33             $ .70               $ .80
          Basic - pro forma                                        .20               .32               .68                 .75
          Diluted - as reported                                    .20               .32               .68                 .77
          Diluted - pro forma                                      .20               .31               .65                 .73

</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 SFAS 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.

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 expensing of stock options
is expected to become mandatory in 2005.
<PAGE>

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.


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 upon the conversion of Lincoln from a federal mutual
savings bank to a federal stock savings bank.

Lincoln 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 the 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.  Lincoln  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  opened its newest office in Greenwood,  Indiana on October
14, 2002. On September 1, 2003, the Bank adopted the name, Lincoln Bank.

Lincoln 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's deposit accounts are insured up
to applicable  limits by the Savings  Association  Insurance Fund of the Federal
Deposit Insurance  Corporation.  Lincoln offers a number of financial  services,
including: (i) one-to four-family residential real estate loans; (ii) commercial
real estate loans;  (iii) real estate  construction  loans; (iv) land loans; (v)
multi-family residential loans; (vi) consumer loans, including home equity loans
and  automobile  loans;  (vii)  commercial  loans;  (viii) money  market  demand
accounts;  (ix) savings accounts; (x) checking accounts;  (xi) NOW accounts; and
(xii) certificates of deposit.

Lincoln 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  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 individuals and builders,  for  construction of single-family
residences.  LF  Portfolio,  which is  located in  Nevada,  holds and  manages a
significant portion of Lincoln's investment portfolio.
<PAGE>

Lincoln'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'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.


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 September  30, 2003 and  December  31, 2002,  mortgage
servicing rights had carrying values of $456,000 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  $578.6 million at September 30, 2003, an increase from December
31, 2002 of $56.7 million for an annualized  growth rate of over 14%. Net loans,
including  loans held for sale,  increased $73.4 million from December 31, 2002.
The growth was partially funded by a $12.9 decrease in cash and interest-bearing
deposits  in other banks and a $6.3  million  decline in  investment  securities
available for sale. Loan growth was also funded by customer deposit growth.

Deposits  totaled  $325.0  million at September  30, 2003,  an increase of $54.6
million or an annualized rate of nearly 27% from December 31, 2002. The majority
of this  growth  came from  demand  deposits,  up $14.8  million,  money  market
deposits,  up $29.4  million and  certificates  of deposit up $7.8  million from
December 31, 2002.  Federal Home Loan Bank  advances  increased  $5.0 million to
$168.0 million.
<PAGE>

Shareholders'  equity decreased $3.7 million from December 31, 2002 to September
30, 2003.  The decrease was primarily the result of the $6.1 million  repurchase
of 328,448  shares of common stock,  cash dividends of $1,448,000 and a decrease
in  unrealized  gains on investment  securities  available for sale of $677,000.
These  decreases  were  partially  offset by net income of $2.8  million,  stock
options  exercised of $594,000,  Employee Stock  Ownership Plan shares earned of
$469,000,  unearned  compensation  amortization  of $460,000  and tax benefit on
stock options and RRP of $185,000.


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

Net income for the third quarter ended September 30, 2003 was $838,000,  or $.21
for basic and $.20 for diluted  earnings per share.  This compared to net income
for the comparable period in 2002 of $1,443,000,  or $.33 for basic and $.32 for
diluted  earnings per share.  Return on assets was .59% and return on equity was
4.25% for the third quarter of 2003  compared to 1.13% and 6.75%,  respectively,
for the same period last year.

Net interest  income for the third  quarter of 2003 was  $3,907,000  compared to
$4,208,000  for the same period in 2002.  Net interest  margin was 2.89% for the
three-month  period  ended  September  30,  2003  compared to 3.42% for the same
period in 2002. The average yield on earning assets decreased .95% for the third
quarter  of 2003  compared  to the same  period  in 2002.  The  average  cost of
interest-bearing  liabilities  decreased  .64% from the third quarter of 2002 to
the third quarter of 2003.  This decreased  spread from 2.77% to 2.46%, or .31%.
During  2003,  the  Company  has  taken  steps to help  mitigate  the  effect of
continued  shrinking  spreads.  Steps  include  the  reduction  of the amount of
residential  real estate loans sold to the  secondary  market and  continuing to
grow the  commercial  portfolio.  These loan  products  provide a higher rate of
return than the alternative short-term cash investments.

The Bank's  provision  for loan losses for the third  quarter  2003 was $189,000
compared to $83,000 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
September  30,  2003 were .50%  compared  to .58% at December  31,  2002,  while
non-performing  assets to total assets were .49% at September  30, 2003 compared
to .44% at December 31, 2002.  The  allowance for loan losses as a percentage of
loans, including loans held for sale, at September 30, 2003 was .80% compared to
..82% at December 31, 2002.

Other income for the three months ended September 30, 2003 was $745,000 compared
to $1,268,000 for the same quarter of 2002.  Net realized and  unrealized  gains
(losses) on sale of loans declined to $75,000 for the third quarter of 2003 from
$665,000  during the same period in 2002. As mentioned  previously,  the Company
adopted a  strategy  during  the third  quarter  of 2003 to reduce the number of
loans sold to the secondary market. In addition,  there were no gains on sale of
securities  for the third  quarter of 2003  compared to $165,000 of gains during
the third  quarter of 2002.  The  increase in cash value of life  insurance  was
$142,000 for the three months  ended  September  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 into bank-owned life  insurance.  Miscellaneous  other
income  increased  to $333,000  during the third  quarter of 2003 from  $262,000
during the same quarter of 2002. The increase in miscellaneous  other income was
primarily related to increased loan and ATM fees.

Other  expenses were  $3,319,000  for the three months ended  September 30, 2003
compared to $3,170,000 for the same period in 2002, or a 4.7% increase.  Primary
reasons for the increase were from normal operating cost increases, improvements
made to our  information  technology  infrastructure  plus the  addition  of our
second de novo branch in the Greenwood market during October 2002.

Income taxes were 27% of pre-tax  income for the third  quarter of 2003 compared
to 35% 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 Nine Months Ended September 30, 2003 and
2002

Net income for the nine-month period ended September 30, 2003 was $2,778,000, or
$.70 for basic  and $.68 for  diluted  earnings  per  share.  This  compared  to
$3,495,000,  or $.80 for basic and $.77 for diluted  earnings  per share for the
same  period of 2002.  Return on  average  assets was .67% and return on average
equity was 4.67% compared to .93% and 5.45%,  respectively,  for the same period
ended September 30, 2002.

Net  interest  income for the  nine-month  period ended  September  30, 2003 was
$11,642,000  compared to  $12,063,000  for the same period in 2002. Net interest
margin  was 2.97%  through  September  30,  2003  down  from  3.33% for the same
nine-month  period one year ago. Net interest  income was down from one year ago
as a result of declining margins and reduced spreads.
<PAGE>

The  provision  for loan losses for the first nine  months of 2003 was  $623,000
compared to $163,000  last year for the same  nine-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.

Other  income  for the nine  months  ended  September  30,  2003 was  $2,732,000
compared to  $2,510,000  for the same period  last year.  The  increase in other
income  primarily  resulted from an increase in cash value of life insurance and
other  income  offset by a decline  in gains on loan  sales.  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 $471,000 for the nine
months ended September 30, 2003 as compared to $70,000 for the comparable period
in 2002.  Miscellaneous other income increased to $1,027,000 for the nine months
ended  September  30, 2003 as compared  to  $764,000  for the nine months  ended
September  30, 2002.  The increase was  primarily due to an increase in loan and
ATM fees. Net realized and  unrealized  gains (losses) on sale of loans declined
to $738,000 for the nine months ended September 30, 2003 from $1,087,000  during
the same period in 2002.

Other  expenses for the nine months ended  September  30, 2003 were  $10,032,000
compared to  $9,118,000  for the same period last year, an increase of $914,000.
Salaries  and employee  benefits  increased  $397,000,  net  occupancy  expenses
increased  $131,000,  equipment  expenses  increased  $184,000,  data processing
expenses  increased $144,000 and all other expenses increased $58,000 during the
nine months ended September 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 third  quarter of 2003 compared
to 34% for the same  period  in  2002.  This  reduction  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'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 had
$4.7  million  and $3.2  million of loans  classified  as special  mention as of
September 30, 2003 and December 31, 2002, respectively. In addition, Lincoln had
$2.3 million and $2.6 million of loans  classified as  substandard  at September
30, 2003 and December 31, 2002, respectively. At September 30, 2003 and December
31, 2002,  no loans were  classified as doubtful or loss. At September 30, 2003,
and  December 31, 2002,  respectively,  non-accrual  loans were $2.0 million and
$1.3  million.  At  September  30, 2003 and  December  31,  2002,  respectively,
accruing  loans  delinquent 90 days or more totaled  $154,000 and  $747,000.  At
September 30, 2003 and December 31, 2002, the allowance for loan losses was $3.4
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 September  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  September  30,  2003,  Lincoln'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;  of (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 June 30, 2003 and 2002, is an analysis  performed by the
OTS of  Lincoln's  interest  rate risk as measured by changes in  Lincoln'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>
                                  June 30, 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          $ 53,780         $ (8,088)           (13)%           9.79%              (93)bp
    +200 bp            58,506           (3,362)            (5)           10.46               (27)bp
    +100 bp            61,593             (274)             0            10.83                10 bp
       0 bp            61,868                                            10.73
    -100 bp            57,732           (4,135)            (7)            9.92               (81)bp



                                  June 30, 2002
                                  -------------
                                Net Portfolio Value                   NPV as % of PV of Assets
   Changes
   In Rates         $ Amount         $ Change           %Change        NPV Ratio          Change
   --------         --------         ---------          -------        ---------          ------
                                        (Dollars in thousands)
    +300 bp         $ 55,545         $ (24,490)           (31)%           11.35%          (391) bp
    +200 bp           64,521           (15,514)           (19)            12.87           (239) bp
    +100 bp           73,050            (6,985)            (9)            14.23           (102) bp
       0 bp           80,035                                              15.26
    -100 bp           79,855              (180)             0             15.06            (20) bp

</TABLE>

Management  believes at June 30, 2003 and  September 30, 2003 there have been no
material changes in Lincoln'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.


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.

        None.

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. ss. 240.13a-14(a)
            31(2) Certification required by 17 C.F.R. ss. 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 one Form 8-K  report during  the quarter ended
            September 30, 2003.
            (1) Date of report: July 16, 2003
                Items reported:   News release dated July 16, 2003 regarding the
                                  announcement  of results of operations for the
                                  quarter ended June 30, 2003.
<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 12, 2003                By: /s/ T. Tim Unger
                                           -------------------------------------
                                           T. Tim Unger
                                           President and Chief Executive Officer

Date: November 12, 2003                By: /s/ John M. Baer
                                           -------------------------------------
                                           John M. Baer
                                           Treasurer