**SECURITIES** **AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-Q**





(Mark
      One)





[X]
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006 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.
                Employerincorporation
                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 a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange
      Act.


Large
      accelerated filer [   ]    Accelerated
      filer [   ]    Non-accelerated
      filer [X]





Indicate
      by check mark whether the registrant is a shell company (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 March 31, 2006 was 5,398,828.











LINCOLN
      BANCORP AND SUBSIDIARY


FORM
      10-Q





INDEX











Page
                No.FORWARD
                LOOKING STATEMENT
            
            3PART
                I.
            FINANCIAL
                INFORMATION
            4Item
                1.
            Financial
                Statements
            4Consolidated
                Condensed Balance Sheets
            4Consolidated
                Condensed Statements of Income
            5Consolidated
                Condensed Statements of Comprehensive Income
            6Consolidated
                Condensed Statement of Shareholders’ Equity
            7Consolidated
                Condensed Statements of Cash Flows
            8Notes
                to Unaudited Consolidated Condensed Financial Statements
            9Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations.Item
                3.
            Quantitative
                and Qualitative Disclosures about Market Risk
            16Item
                4.
            Controls
                and Procedures
            16PART
                II.
            OTHER
                INFORMATIONItem
                1.
            Legal
                Proceedings
            17Item
                1A.
            Risk
                Factors
            17Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            17Item
                3.
            Defaults
                Upon Senior Securities
            17Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            17Item
                5.
            Other
                Information
            17Item
                6.
            Exhibits
            17SIGNATURES
            18EXHIBIT
                INDEX
            19







2





**FORWARD
      LOOKING STATEMENT**





This
      Quarterly Report on Form 10-Q (“Form 10-Q”) contains statements that 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.









3


**PART
      I FINANCIAL INFORMATION**


Item
      1.  Financial
      Statements





**LINCOLN
      BANCORP AND SUBSIDIARY**


Consolidated
      Condensed Balance Sheets





**March
                31,**
              **2006**
            
            **December
                31,**
              **2005**(Unaudited)**Assets**Cash
                and due from banks
            
            $
            3,485,535
            
            $
            4,306,531Interest-bearing
                demand deposits in other banks
            
            
            12,849,661
            
            
            12,429,266Cash
                and cash equivalents
            
            
            16,335,196
            
            
            16,735,797Investment
                securities available for sale
            
            
            165,716,078
            
            
            151,565,284Loans
                held for sale
            
            
            218,857
            
            
            427,550Loans,
                net of allowance for loan losses of $5,856,000 and
                $5,843,000
            
            
            603,917,238
            
            
            594,546,227Premises
                and equipment
            
            
            14,262,916
            
            
            14,372,835Investments
                in limited partnerships
            
            
            1,202,309
            
            
            1,160,825Federal
                Home Loan Bank stock
            
            
            10,648,200
            
            
            10,648,200Interest
                receivable
            
            
            4,248,027
            
            
            4,270,159Goodwill
            
            
            23,906,877
            
            
            23,906,877Core
                deposit intangible
            
            
            3,135,240
            
            
            3,297,441Cash
                value of life insurance
            
            
            18,613,209
            
            
            18,451,167Other
                assets
            
            
            5,664,512
            
            
            5,071,951Total
                assets
            
            $
            867,868,659
            
            $
            844,454,313**Liabilities**DepositsNoninterest-bearing
            
            $
            49,721,191
            
            $
            53,730,336Interest-bearing
            
            
            587,745,264
            
            
            546,841,453Total
                deposits
            
            
            637,466,455
            
            
            600,571,789Securities
                sold under repurchase agreements
            
            
            8,987,106
            
            
            10,064,110Borrowings
            
            
            113,068,827
            
            
            127,072,378Interest
                payable
            
            
            1,989,932
            
            
            1,895,986Other
                liabilities
            
            
            6,697,441
            
            
            4,910,117Total
                liabilities
            
            
            768,209,761
            
            
            744,514,380**Commitments
                and Contingencies****Shareholders'
                Equity**Common
                stock, without par valueAuthorized
                - 20,000,000 sharesIssued
                and outstanding - 5,398,828 and 5,386,153 shares
            
            
            63,352,953
            
            
            63,772,164Retained
                earnings
            
            
            40,822,217
            
            
            40,693,391Accumulated
                other comprehensive loss
            
            
            (1,494,132
            )
            
            (818,104
            )Unearned
                recognition and retention plan (RRP) shares
            
            
            ---
            
            
            (607,798
            )Unearned
                employee stock ownership plan (ESOP) shares
            
            
            (3,022,140
            )
            
            (3,099,720
            )Total
                shareholders’ equity
            
            
            99,658,898
            
            
            99,939,933Total
                liabilities and shareholders’ equity
            
            $
            867,868,659
            
            $
            844,454,313





See
      notes
      to consolidated condensed financial statements.





4


**LINCOLN
      BANCORP AND SUBSIDIARY**


Consolidated
      Condensed Statements of Income


(Unaudited)




Three
                Months Ended
              March
                31,2006
            
            2005**Interest
                Income**Loans
                receivable, including fees
            
            $
            9,736,280
            
            $
            8,741,075Investment
                securities
            
            
            1,923,596
            
            
            1,186,100Deposits
                with financial institutions and Federal funds sold
            
            
            208,351
            
            
            72,246Dividend
                income
            
            
            136,550
            
            
            109,832Total
                interest and dividend income
            
            
            12,004,777
            
            
            10,109,253**Interest
                Expense**Deposits
            
            
            5,033,916
            
            
            2,516,108Short-term
                borrowings
            
            
            80,264
            
            
            65,114Federal
                Home Loan Bank advances
            
            
            1,297,159
            
            
            1,960,833Total
                interest expense
            
            
            6,411,339
            
            
            4,542,055**Net
                Interest Income**
            
            
            5,593,438
            
            
            5,567,198Provision
                for loan losses
            
            
            235,549
            
            
            13,509**Net
                Interest Income After Provision for Loan Losses**
            
            
            5,357,889
            
            
            5,553,689**Other
                Income**Service
                charges on deposit accounts
            
            
            487,883
            
            
            456,593Net
                gains on sales of loans
            
            
            54,790
            
            
            214,519Net
                realized gain on sales of available-for-sale securities
            
            
            3,697
            
            
            —Equity
                in income (losses) of limited partnerships
            
            
            41,484
            
            
            (45,000
            )Point
                of sale income
            
            
            167,265
            
            
            119,182Loan
                servicing fees
            
            
            90,033
            
            
            106,436Increase
                in cash value of life insurance
            
            
            162,042
            
            
            225,973Other
                income
            
            
            191,204
            
            
            148,122Total
                other income
            
            
            1,198,398
            
            
            1,225,825**Other
                Expenses**Salaries
                and employee benefits
            
            
            2,811,637
            
            
            2,635,095Net
                occupancy expenses
            
            
            534,567
            
            
            437,731Equipment
                expenses
            
            
            372,269
            
            
            408,902Data
                processing fees
            
            
            632,123
            
            
            622,327Professional
                fees
            
            
            226,342
            
            
            123,533Director
                and committee fees
            
            
            114,823
            
            
            102,520Advertising
                and business development
            
            
            152,381
            
            
            170,508Core
                deposit intangible amortization
            
            
            162,201
            
            
            192,643Office
                supplies
            
            
            94,297
            
            
            141,876Other
                expenses
            
            
            480,565
            
            
            670,132Total
                other expenses
            
            
            5,581,205
            
            
            5,505,267**Income
                Before Income Tax**
            
            
            975,082
            
            
            1,274,247Income
                tax expense
            
            
            196,465
            
            
            295,547**Net
                Income**
            
            $
            778,617
            
            $
            978,700**Basic
                Earnings per Share**
            
            $
            0.15
            
            $
            0.20**Diluted
                Earnings per Share**
            
            $
            0.15
            
            $
            0.19**Dividends
                per Share**
            
            $
            0.14
            
            $
            0.14




See
      notes
      to consolidated condensed financial statements.


5


**LINCOLN
      BANCORP AND SUBSIDIARY**


Consolidated
      Condensed Statements of Comprehensive Income


(Unaudited)








Three
                Months Ended
              March
                31,2006
            
            2005Net
                Income
            
            $
            778,617
            
            $
            978,700Other
                comprehensive income (loss), net of taxUnrealized
                losses on securities available for saleUnrealized
                holding losses arising during the period, net of tax benefit of $377,424
                and $317,410
            
            
            (673,588
            )
            
            (562,402
            )Less:
                Reclassification adjustment for losses included in net income net
                of tax
                expense of $1,257
            
            
            2,440
            
            
            -0-(676,028
            )
            
            (562,402
            )Comprehensive
                income
            
            $
            102,589
            
            $
            416,298










See
      notes
      to consolidated condensed financial statements.


6


**LINCOLN
      BANCORP AND SUBSIDIARY**


Consolidated
      Condensed Statement of Shareholders’ Equity


For
      the
      Three Months Ended March 31, 2006


(Unaudited)








AccumulatedCommon
                Stock
            
            
            
            Other
            
            
            
            UnearnedShares
            
            
            
            Retained
            
            Comprehensive
            
            Unearned
            
            ESOPOutstanding
            
            Amount
            
            Earnings
            
            Loss
            
            Compensation
            
            Shares
            
            Total**Balances,
                January 1, 2006**
            
            
            5,386,153
            
            $
            63,772,164
            
            $
            40,693,391
            
            $
            (818,104
            )
            $
            (607,798
            )
            $
            (3,099,720
            )
            $
            99,939,933Net
                income for the period
            
            
            
            
            
            
            
            
            778,617
            
            
            
            
            
            
            
            
            
            
            
            778,617Unrealized
                losses on securities, net of reclassification adjustment
            
            
            
            
            
            
            
            
            
            
            
            (676,028
            )
            
            
            
            
            
            
            
            (676,028
            )Stock
                options exercised
            
            
            12,675
            
            
            148,279
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            148,279Stock
                option expense
            
            
            
            
            
            17,500
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            17,500ESOP
                shares earned
            
            
            
            
            
            
            
            
            57,632
            
            
            
            
            
            
            
            
            77,580
            
            
            135,212Amortization
                of unearned compensation expense
            
            
            
            
            
            22,808
            
            
            5,017
            
            
            
            
            
            
            
            
            
            
            
            27,825Reclassification
                of unearned compensation to common stock upon adoption of SFAS
                123(R)
            
            
            
            
            
            (607,798
            )
            
            
            
            
            
            
            
            607,798Cash
                dividends ($.14 per share)
            
            
            
            
            
            
            
            
            (712,440
            )
            
            
            
            
            
            
            
            
            
            
            (712,440
            )**Balances,
                March 31, 2006**
            
            
            5,398,828
            
            $
            63,352,953
            
            $
            40,822,217
            
            $
            (1,494,132
            )
            
            ---
            
            $
            (3,022,140
            )
            $
            99,658,898











See
      notes
      to consolidated condensed financial statements.





7


**LINCOLN
      BANCORP AND SUBSIDIARY**


Consolidated
      Condensed Statements of Cash Flows


(Unaudited)





Three
                Months EndedMarch
                31,2006
            
            2005Operating
                ActivitiesNet
                income
            
            $
            778,617
            
            $
            978,700Adjustments
                to reconcile net income to net cash provided by (used in) operating
                activitiesProvision
                for loan losses
            
            
            235,549
            
            
            13,509Investment
                securities accretion, net
            
            
            372,923
            
            
            (51,926
            )Loans
                originated for sale in the secondary market
            
            
            (3,874,220
            )
            
            (2,031,350
            )Proceeds
                from sale of loans in the secondary market
            
            
            4,137,598
            
            
            3,287,593Gain
                on sale of loans
            
            
            (54,790
            )
            
            (214,519
            )Amortization
                of net loan origination fees
            
            
            148,522
            
            
            (74,020
            )Amortization
                of purchase accounting adjustment
            
            
            60,919
            
            
            (31,617
            )Depreciation
                and amortization
            
            
            446,915
            
            
            372,983Amortization
                of unearned compensation expense
            
            
            27,825
            
            
            7,740ESOP
                shares earned
            
            
            135,212
            
            
            151,278Net
                change in:Interest
                receivable
            
            
            22,132
            
            
            (77,750
            )Interest
                payable
            
            
            93,946
            
            
            221,810Other
                adjustments
            
            
            846,726
            
            
            1,010,289Net
                cash provided by operating activities
            
            
            3,377,874
            
            
            3,562,720Investing
                ActivitiesPurchases
                of securities available for sale
            
            
            (19,629,951
            )
            
            (48,701,776
            )Proceeds
                from sales of securities available for sale
            
            
            211,577
            
            
            --Proceeds
                from maturities of securities available for sale
            
            
            3,843,644
            
            
            36,838,483Proceeds
                from maturities of securities held to maturity
            
            
            --
            
            
            30,000Net
                change in loans
            
            
            (10,072,584
            )
            
            (5,481,530
            )Purchases
                of property and equipment
            
            
            (336,996
            )
            
            (746,466
            )Proceeds
                from sale of foreclosed real estate
            
            
            139,392
            
            
            1,297,993Other
                investing activities
            
            
            --
            
            
            170,298Net
                cash used in investing activities
            
            
            (25,844,918
            )
            
            (16,592,998
            )Financing
                ActivitiesNet
                change inNoninterest-bearing,
                interest-bearing demand, money market and savings deposits
            
            
            27,230,360
            
            
            (11,588,539
            )Certificates
                of deposit
            
            
            9,710,162
            
            
            21,941,651Short
                term borrowings
            
            
            (1,077,004
            )
            
            429,856Proceeds
                from FHLB advances
            
            
            6,000,000
            
            
            8,000,000Repayment
                of FHLB advances
            
            
            (20,000,000
            )
            
            (15,000,000
            )Dividends
                paid
            
            
            (710,665
            )
            
            (703,411
            )Exercise
                of stock options
            
            
            148,279
            
            
            361,603Net
                change in advances by borrowers for taxes and insurance
            
            
            765,311
            
            
            735,024Net
                provided by financing activities
            
            
            22,066,443
            
            
            4,176,184Net
                Change in Cash and Cash Equivalents
            
            
            (400,601
            )
            
            (8,854,094
            )Cash
                and Cash Equivalents, Beginning of Period
            
            
            16,735,797
            
            
            27,790,119Cash
                and Cash Equivalents, End of Period
            
            $
            16,335,196
            
            $
            18,936,025Additional
                Cash Flows and Supplementary InformationInterest
                paid
            
            $
            6,317,393
            
            $
            4,320,245Income
                tax paid
            
            
            --
            
            
            --Loan
                balances transferred to foreclosed real estate
            
            
            369,378
            
            
            54,865Security
                purchased, not yet settled
            
            
            --
            
            
            5,019,250Transfer
                of loans held for sale to loans
            
            
            --
            
            
            5,872,116








See
      notes
      to consolidated condensed financial statements.


8


**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, 2005 Annual Report to Shareholders. All significant intercompany
      accounts and transactions have been eliminated in consolidation.





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





The
      interim consolidated financial statements at March 31, 2006 and for the three
      months ended March 31, 2006 and 2005, have not been audited by independent
      accountants, but reflect, in the opinion of management, all adjustments (which
      include only normal recurring adjustments) necessary to present fairly the
      financial position, results of operations and cash flows for such periods.
      The
      results of operations for the three-month period ended March 31, 2006, are
      not
      necessarily indicative of the results that may be expected for the entire year.
      The consolidated condensed balance sheet of the Company as of December 31,
      2005
      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.








Three
                Months Ended
              March
                31, 2006
            
            Three
                Months Ended
              March
                31, 2005Income
            
            Weighted
              AverageShares
            
            Per
              Share
                Amount
            
            Income
            
            Weighted
                Average Shares
            
            Per
              Share
                AmountBasic
                earnings per shareIncome
                available to common shareholders
            
            $
            778,617
            
            
            5,040,440
            
            $
            .15
            
            $
            978,700
            
            
            5,001,750
            
            $
            .20Effect
                of dilutive RRP awards and stock options
            
            
            
            
            
            117,424
            
            
            
            
            
            
            
            
            137,119Diluted
                earnings per shareIncome
                available to common shareholders and assumed conversions
            
            $
            778,617
            
            
            5,157,864
            
            $
            .15
            
            $
            978,700
            
            
            5,138,869
            
            $
            .19





Options
      to purchase 120,000 shares of common stock at exercise prices of $18.50 to
      $18.75 per share were outstanding at March 31, 2006, but were not included
      in
      the computation of diluted earnings per share because the options were
      anti-dilutive.





9


Note
      3: Change in Accounting Principle





The
      Company has a stock-based employee compensation plan, which is described in
      Notes of Financial Statements included in the December 31, 2005 Annual Report
      to
      shareholders.





Effective
      January 1, 2006, the Company adopted Statement of Financial Accounting Standards
      No. 123(R), Share−Based Payment ("SFAS 123(R)"). SFAS 123(R) addresses all forms
      of share−based payment awards, including shares under employee stock purchase
      plans, stock options, restricted stock and stock appreciation rights. SFAS
      123(R) requires all share-based payments to be recognized as expense, based
      upon
      their fair values, in the financial statements over the vesting period of the
      awards. The Company has elected the modified prospective application and, as
      a
      result, has recorded approximately $18,000 in compensation expense related
      to
      vested stock options less estimated forfeitures for the three month period
      ended
      March 31, 2006. Certain disclosures required by SFAS 123(R) have been omitted
      due to their immaterial nature.





Prior
      to
      the adoptions of SFAS 123(R), the Company accounted 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 was 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.





Three
                Months EndedMarch
                31, 2005Net
                income, as reported
            
            $
            978,700Less:
                Total stock-based employee compensation cost determined under the
                fair
                value based method, net of income taxes
            
            
            25,144Pro
                forma net income
            
            $
            953,566Earnings
                per share:Basic
                - as reported
            
            $
            .20Basic
                - pro forma
            
            
            .19Diluted
                - as reported
            
            
            .19Diluted
                - pro forma
            
            
            .19





Prior
      to
      the adoption of SFAS 123(R), unearned compensation related to restricted stock
      awards was classified as a separate component of shareholders’ equity . In
      accordance with the provisions of SFAS 123(R) on January 1, 2006, the balance
      in
      unearned compensation was reclassified to common stock on the balance
      sheet.





Note
      4: Recent Accounting Pronouncements





In
      March
      2006, the Financial Accounting Standards Board (FASB) issued Statement of
      Financial Accounting Standard (SFAS) No. 156. This Statement amends SFAS 140,
      Accounting for Transfers and Servicing of Financial Assets and Extinguishments
      of Liabilities, with respect to the accounting for separately recognized
      servicing assets and servicing liabilities.





SFAS
      No.
      156 requires an entity to initially recognize a servicing asset or servicing
      liability at fair value each time it undertakes an obligation to service a
      financial asset by entering into a servicing contract in other specific
      situations.





In
      addition, SFAS No. 156 permits an entity to choose either of the following
      subsequent measurement methods for each class of separately recognized servicing
      assets and servicing liabilities:





10





**·**
            Amortization
                method—Amortize servicing assets or servicing liabilities in proportion
                to
                and over the period of estimated net servicing income or net servicing
                loss and assess servicing assets or servicing liabilities for impairment
                or increased obligation based on fair value at each reporting date.





**·**
            Fair
                value measurement method—Measure servicing assets or servicing liabilities
                at fair value at each reporting date and report changes in fair value
                in
                earnings in the period in which the changes occur.





SFAS
      No.
      156 is effective at the beginning of an entity’s first fiscal year that begins
      after September 15, 2006 and should be applied prospectively for recognition
      and
      initial measurement of servicing assets and servicing liabilities. Earlier
      adoption is permitted as of the beginning of an entity’s fiscal year, provided
      the entity has not yet issued financial statements, including interim financial
      statements, for any period of that fiscal year.





The
      Company did not elect early adoption of SFAS No. 156 as of January 1, 2006.
      The
      Company is currently evaluating the effect of adoption of this Statement on
      the
      Company’s financial condition or results of operations.





**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
      Bank 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 1, 2003, the Bank adopted the name Lincoln Bank.
      On
      August 2, 2004, the Company acquired First Shares Bancorp, Inc., the holding
      company of First Bank, an Indiana commercial Bank. First Shares was merged
      with
      and into the Company and immediately thereafter, First Bank was merged into
      Lincoln Bank. Lincoln currently conducts its business from 17 full-service
      offices located in Hendricks, Johnson, Morgan, Clinton, Montgomery, and Brown
      Counties, Indiana, with its main office located in Plainfield.





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 by commercial real estate, inventory, accounts receivable as
      well
      as 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.
      (Effective March 31, 2006, the Federal Deposit Insurance Corporation merged
      the
      Bank Insurance Fund and the Savings Association Insurance Fund to form the
      Deposit Insurance Fund pursuant to the provisions of the Federal Deposit
      Insurance Reform Act of 2005.) Lincoln 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; (xii) certificates of deposit; and (xiii) financial
      planning.




Lincoln
      currently owns three subsidiaries. First, LF Service, whose assets consist
      of an
      investment in Family Financial Holdings, Inc. (“Family Financial”) and in
      Bloomington Housing Associates, L.P. (“BHA”). Family Financial primarily engages
      in retail sales of insurance products in connection with loans originated by
      its
      shareholder financial institutions. BHA is an Indiana limited partnership that
      was organized to construct, own and operate a 130-unit apartment complex in
      Bloomington, Indiana (the “BHA Project”). Development of the BHA Project was
      completed in 1993 and the project is performing as planned. Second, Citizens
      Loan and Service Corporation (“CLSC”), which 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 for residential home
      construction. Third, LF Portfolio, which is located in Nevada, holds and manages
      a significant portion of Lincoln’s investment portfolio.





11


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. We have
      experienced a decline in our net interest margin and net interest spread as
      discussed more fully below in our comparison of operating results. The “flat”,
      to at some points, “inverted” interest rate yield curve has put stress on our
      net interest margin as shorter term interest bearing deposits have generally
      repriced at a faster pace than our interest earning assets. Although we don’t
      expect this stress to abate in the near term we are working to grow our higher
      yielding loan portfolio and as funding needs demand, use proceeds from lower
      yielding securities maturities and repayments. We are also reemphasizing our
      focus on the entire customer relationship, which we anticipate will include
      a
      component of lower cost demand deposits. 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 32 and 33 of the Annual
      Report to Shareholders for the year ended December 31, 2005, which was filed
      on
      Form 10-K with the Securities and Exchange Commission on March 31, 2006. 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 represents management’s estimate of probable losses
        inherent in the Company’s loan portfolios. In determining the appropriate amount
        of the allowance for loan losses, management makes numerous assumptions,
        estimates and assessments.
  The
        Company’s strategy for credit risk management includes conservative, centralized
        credit policies, and uniform underwriting criteria for all loans as well
        as an
        overall credit limit for each customer significantly below legal lending
        limits.
        The strategy also emphasizes diversification on a geographic, industry and
        customer level, regular credit quality reviews and quarterly management reviews
        of large credit exposures and loans experiencing deterioration of credit
        quality. A standard credit scoring system is used to assess credit risks
        during
        the loan approval process of all consumer loans while commercial loans are
        individually reviewed by a credit analyst with formal presentations to the
        Bank’s Loan Committee.
  The
        Company's allowance consists of three components. The Company estimates probable
        losses from individual reviews of specific loans and probable losses from
        historical loss rates. Also, factors affecting probable losses resulting
        from
        economic or environmental factors that may not be captured in the first two
        components of the allowance are considered.
  Larger
        commercial loans that exhibit probable or observed credit weaknesses are
        subject
        to individual review. Where appropriate, reserves are allocated to individual
        loans based on management's estimate of the borrower's ability to repay the
        loan
        given the availability of collateral, other sources of cash flow and legal
        options available to the Company. Included in the review of individual loans
        are
        those that are impaired as provided in SFAS No. 114, Accounting by Creditors
        for
        Impairment of a Loan. Any allowances for impaired loans are measured based
        on
        the present value of expected future cash flows discounted at the loan's
        effective interest rate or fair value of the underlying collateral. The Company
        evaluates the collectibility of both principal and interest when assessing
        the
        need for a loss accrual. Estimated loss rates are applied to other commercial
        loans not subject to specific reserve allocations.
  Homogenous
        loans, such as consumer installment and residential mortgage loans are not
        individually risk graded. Rather, standard credit scoring systems are used
        to
        assess credit risks. Reserves are established for each category of loans
        based
        on the expected net charge-offs for one year. Loss rates are based on the
        average net charge-off estimated by loan category. Allowances on individual
        loans and historical loss rates are reviewed quarterly and adjusted as necessary
        based on changing borrower and/or collateral conditions.
   12
  The
          Company's primary market area for lending is central Indiana. When evaluating
          the adequacy of allowance, consideration is given to this regional geographic
          concentration and the closely associated effect changing economic conditions
          have on the Company's customers. The Company has not substantively changed
          any
          aspect to its overall approach in the determination of the allowance for
          loan
          losses. There have been no material changes in assumptions or estimation
          techniques as compared to prior periods that impacted the determination
          of the
          current period allowance.





*Mortgage
      servicing rights*





The
      Company recognizes the rights to service sold 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. See note 4 for a discussion of (SFAS) No. 156, Accounting
      for
      Transfers and Servicing of Financial Assets.





*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 $867.9 million at March 31, 2006, an increase from December 31, 2005
      of
      $23.4 million.  The increase in assets occurred in net loans, including
      loans held for sale, up $9.2 million, and investment securities available for
      sale, up $14.1 million.  Loan growth was experienced in residential
      mortgage loans, up $9.3 million, and commercial loans, up $3.2 million. 
This growth was partially offset by a decline in home equity loans, down $2.4
      million from the end of 2005 through the end of the first quarter in 2006.
        A substantial portion of the increase in mortgage loans was 30 year
      fixed rate product.  Given other types of loan demand available management
      elected to retain 30 year fixed rate product originated during the first quarter
      of 2006. It is not anticipated that this would continue into the second
      quarter.





Total
      deposits were $637.5 million at March 31, 2006, an increase of $36.9 million
      from the $600.6 million at December 31, 2005.  Growth occurred in money
      market deposits, up $15.0 million, savings accounts, up $22.5 million and
      certificates of deposit, up $9.7 million, while noninterest bearing deposits
      declined by $4.0 million and interest bearing demand deposits declined by $6.3
      million.  Continued success in both our premium money market savings
      product and our Public Funds money market product has fueled the the
      savings and the money market increase respectively. Borrowed
      funds and securities sold under agreement to repurchase declined by $15.1
      million from year-end 2005 to $122.1 million at March 31, 2006.  Most of
      this decline was the result of repayment of Federal Home Loan Bank
      advances.





Shareholders’
      equity decreased $281,000 from December 31, 2005 to $99.7 million at March
      31,
      2006.  The decrease was a result of dividends declared of $712,000 as well
      as a reduction in the fair value of the available for sale investment portfolio
      as interest rates continue to rise. These decreases were partially offset by
      current income, stock options exercised and employee stock ownership shares
      earned.





13


**Comparison
      of Operating Results for the Three Months Ended March 31, 2006 and
      2005**


Net
        income for the quarter ended March 31, 2006 was $779,000, or $.15 for both
        basic
        and diluted net income per share. This compared to net income for the comparable
        period in 2005 of $979,000 or $.20 for basic and $.19 for diluted earnings
        per
        share.
 
 Net
        interest income for the first quarter of 2006 was $5,593,000 compared to
        $5,567,000 for the same period in 2005. Net interest margin fell to 2.81%
        for
        the three-month period ended March 31, 2006 compared to 3.00% for the same
        period in 2005. The average yield on earning assets increased 58 basis points
        for the first quarter of 2006 compared to the same period in 2005. The average
        cost of interest-bearing liabilities increased 88 basis point for the first
        quarter of 2006 compared to the same period in 2005. This decreased spread
        from
        2.71% for the 2005 period to 2.41% for the 2006 period, or 30 basis points.
        Competitive pressures in the current flat yield curve environment combined
        with
        the customers’ perceived lack of benefit in locking up their money in longer
        maturity certificates of deposit over the last year has resulted in a more
        liability sensitive position for the Bank. Consequently our shorter-term
        liabilities are repricing at a faster rate than our earning assets in a rising
        interest rate environment.
  The
        Bank’s provision for loan losses for the first quarter 2006 was $236,000
        compared to $14,000 for the same period in 2005. Non-performing loans to
        total
        loans at March 31, 2006 were .54% compared to .59% at December 31, 2005,
        while
        non-performing assets to total assets were .44% at March 31, 2006 compared
        to
        .45% at December 31, 2005.
  Other
        income for the three months ended March 31, 2006 was $1,198,000 compared
        to
        $1,226,000 for the same quarter of 2005. A decrease of $160,000 in gain on
        sale
        of loans to $55,000 and a decrease of $64,000 to $162,000 in the category
        increase in cash value of life insurance were partially offset by increases
        in
        equity in income of limited partnerships by $86,000 to $41,000, service charges
        on deposits by $31,000 to $488,000 and point of sale income by $48,000 to
        $167,000. Our decision to retain most of our 30-year mortgage loan production
        for the first quarter of 2006 curtailed our gain on sale of loans. The increase
        of equity in income and losses of limited partnerships was due to improved
        performance of the partnership. Our point of sale income continues its steady
        increase since the merger and as customers continue to increase usage of
        ATM and
        debit cards.
  Other
        expenses were $5,581,000 for the three months ended March 31, 2006 compared
        to
        $5,505,000 for the same three months of 2005. Increases in salaries and employee
        benefits, occupancy expenses and professional fees were mostly offset by
        decreases in equipment expense, office supplies and other expenses. Salaries
        and
        benefits increased $177,000 to $2.8 million reflecting year over year merit
        increases as was well as a substantial increase in health care costs. Some
        additional staff was added as well. Total expense recognized in salary expense
        during the first quarter of 2006 related to the adoption of FAS 123-R as
        of
        January 1, 2006 was $18,000. Professional fees increased $103,000 to $226,000
        and included increased loan collection legal expenses, audit expense accrual
        and
        consulting fees. Consulting fees included outsourcing of several internal
        audits
        and external support for our Sarbanes-Oxley framework for management testing
        that we expect to be subject to in 2006. Occupancy costs increased $97,000
        to
        $534,000 primarily due to increased space leased at our State Road 135 Greenwood
        location, moving our Greenwood Madison Avenue branch to Greenwood Park Mall
        and
        the increased rent and various leasehold improvements associated with these
        moves. Office supplies is down $48,000 to $94,000 from 2005 primarily due
        to
        merger and conversion expenses incurred as part of the First Shares Bancorp
        acquisition not repeated in 2006. Improvements of $190,000 in other expense
        from
        2005 to 2006 reducing it to $481,000 in 2006 include reduced other real estate
        expenses as well as lower telephone expense that was the result of consolidation
        and elimination of duplicate or unnecessary phone lines that resulted from
        the
        acquisition of First Shares Bancorp.
  The
        income tax expense was approximately 20% of pretax income for the first quarter
        of 2006 as compared to income tax expense of approximately 23% of pretax
        income
        for the first quarter of 2005. Various tax credits and permanent timing
        differences cause the rates to be lower than statutory income tax
        rate.





14


**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
      $14.9 million and $14.7 million of loans classified as special mention as of
      March 31, 2006 and December 31, 2005, respectively. In addition, Lincoln had
      $4.6 million and $3.2 million of loans classified as substandard at March 31,
      2006 and December 31, 2005, respectively. Loans classified as doubtful totaled
      $556,000 at March 31, 2006 and $817,000 at December 31, 2005. At March 31,
      2006
      and December 31, 2005, no loans were classified as loss. At March 31, 2006,
      and
      December 31, 2005, respectively, non-accrual loans were $3.1 million and $2.8
      million. At March 31, 2006 and December 31, 2005, respectively, accruing loans
      delinquent 90 days or more totaled $227,000 and $759,000. At March 31, 2006
      and
      December 31, 2005, the allowance for loan losses was $5.9 million and $5.8
      million, respectively or approximately .97% and .96% 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 a rule that implemented
      this revised statutory requirement, although savings associations remain subject
      to the OTS regulation that requires them to maintain sufficient liquidity to
      ensure their safe and sound operation.





Pursuant
      to OTS capital regulations in effect at March 31, 2006, savings associations
      were required to maintain a 1.5% tangible capital requirement, a 4% leverage
      ratio (or core capital) requirement, and a total risk-based capital to
      risk-weighted assets ratio of 8%. At March 31, 2006, Lincoln’s capital levels
      exceeded all applicable regulatory capital requirements in effect as of that
      date.








**Other**





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








15


**Item
      3.**  **Quantitative
      and Qualitative Disclosures About Market Risk**





Presented
      below, as of December 31, 2005 and 2004, 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 200 basis
      points. As a result of low interest rates in 2004 the OTS had not presented
      the
      down 200 basis points scenario.








At
                December 31, 2005Net
                Portfolio Value
            
            NPV
                as % of PV of AssetsChanges
              In
                Rates
            
            $
                Amount
            
            $
                Change
            
            %Change
            
            NPV
                Ratio
            
            Change(Dollars
                in thousands)+300
            bp
            
            $45,734
            
            
            $(32,756
            )
            
            (42
            )%
            
            5.86
            %
            
            (368
            ) bp+200
            bp
            
            57,457
            
            
            (21,033
            )
            
            (27
            )
            
            7.23
            
            
            (231
            )
                 bp+100
            bp
            
            69,144
            
            
            (9,346
            )
            
            (12
            )
            
            8.54
            
            
            (100
            )
                 bp0
            bp
            
            78,490
            
            
            
            
            
            
            
            
            9.54-100
            bp
            
            83,319
            
            
            4,829
            
            
            6
            
            
            9.99
            
            
            46
            bp-200
            bp
            
            82,490
            
            
            4,001
            
            
            5
            
            
            9.82
            
            
            28
            bp








At
                December 31, 2004Net
                Portfolio Value
            
            NPV
                as % of PV of AssetsChanges
              In
                Rates
            
            $
                Amount
            
            $
                Change
            
            %Change
            
            NPV
                Ratio
            
            Change(Dollars
                in thousands)+300
            bp
            
            $69,053
            
            
            $(16,332
            )
            
            (19
            )%
            
            9.00
            %
            
            (168
            ) bp+200
            bp
            
            76,161
            
            
            (9,224
            )
            
            (11
            )
            
            9.79
            
            
            (90
            )
                 bp+100
            bp
            
            81,958
            
            
            (3,426
            )
            
            (4
            )
            
            10.39
            
            
            (30
            )
                 bp0
            bp
            
            85,385
            
            
            
            
            
            
            
            
            10.69-100
            bp
            
            84,237
            
            
            (1,148
            )
            
            (1
            )
            
            10.45
            
            
            (24
            ) bp








Management
      believes at March 31, 2006 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, 2005.





16


**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 (the “Exchange Act”)), 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 effective in ensuring that information
      required to be disclosed by the Company in reports it files or submits under
      the
      Exchange Act is recorded, processed, summarized and reported within the time
      periods specified in the Securities and Exchange Commission’s rules and
      forms.





(b) Changes
      in internal control over financial reporting .
      There
      were no 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 have materially affected, or are
      reasonably likely to materially affect, the Company’s internal control over
      financial reporting.


17


**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
      1A.  Risk
      Factors





There
      have been no material changes with respect to the risk factors disclosed in
      the
      Company’s annual report on Form 10-K for the year ended December 31,
      2005.





Item
      2.  Unregistered
      Sales of Equity Securities and Use of Proceeds





The
      Company announced a stock repurchase program on April 23, 2003, and up to
      109,663 additional shares may still be repurchased under that program. No shares
      were repurchased during the quarter ended March 31, 2006. The repurchase program
      does not have an expiration date.





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





**No.**
            
            **Description**10.1
            
            Employment
                Agreement, dated January 11, 2006, between Lincoln Bank and Jonathan
                D.
                Slaughter10.2
            
            Employment
                Agreement, dated January 11, 2006, between Lincoln Bank and Bryan
                Mills10.3
            
            Lincoln
                Bancorp Incentive Plan31.1
            
            CEO
                Certification required by 17 C.F.R. Section
                240.13a-14(a)31.2
            
            CFO
                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











18


**SIGNATURES**





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











**LINCOLN
                BANCORP**Date:
            May
                15, 2006
            
            By:
            /s/
                Jerry R. EngleJerry
                R. EnglePresident
                and Chief Executive OfficerDate:
            May
                15, 2006
            
            By:
            /s/
                John M. BaerJohn
                M. BaerSecretary
                and Treasurer





19







**Exhibit
      Index**




**No.**
            
            **Description**
            
            **Location**10.1
            
            Employment
                Agreement, dated January 11, 2006, between Lincoln Bank and Jonathan
                D.
                Slaughter
            
            Incorporated
                by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant
                on
                January 13, 200610.2
            
            Employment
                Agreement, dated January 11, 2006, between Lincoln Bank and Bryan
                Mills
            
            Incorporated
                by reference to Exhibit 10.2 to the Form 8-K filed by the Registrant
                on
                January 13, 200610.3
            
            Lincoln
                Bancorp Incentive Plan
            
            Incorporated
                by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant
                on
                April 21, 200631.1
            
            CEO
                Certification required by 17 C.F.R. Section 240.13a-14(a)
            
            Attached31.2
            
            CFO
                Certification required by 17 C.F.R. Section 240.13a-14(a)
            
            Attached32
            
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002
            
            Attached