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, 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 March 31, 2003 was 4,451,823.
<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.                                         11

Item 3.   Quantitative and Qualitative Disclosures about Market Risk         15

Item 4.   Controls and Procedures                                            15

PART II.  OTHER INFORMATION

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

SIGNATURES                                                                   17

CERTIFICATIONS                                                               18


<PAGE>
                            FORWARD LOOKING STATEMENT

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

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

                                      LINCOLN BANCORP AND SUBSIDIARY
                                   Consolidated Condensed Balance Sheets


                                                                            March 31,          December 31,
                                                                              2003                 2002
                                                                         -------------         ------------
                                                                          (Unaudited)
Assets
<S>                                                                      <C>                   <C>
   Cash and due from banks                                               $   1,830,651         $  2,366,192
   Short-term interest-bearing demand deposits in other banks               17,880,662           24,931,901
                                                                         -------------         ------------
      Cash and cash equivalents                                             19,711,313           27,298,093
   Investment securities
      Available for sale                                                   100,793,108           99,600,288
      Held to maturity (market value $1,770,000 and $1,780,000)              1,770,000            1,780,000
                                                                         -------------         ------------
         Total investment securities                                       102,563,108          101,380,288
   Loans held for sale                                                              --            3,072,689
   Loans, net of allowance for loan losses of $3,048,702 and $2,931,968    380,282,838          353,195,588
   Premises and equipment                                                    6,639,360            6,639,023
   Investments in limited partnerships                                       1,351,777            1,387,777
   Federal Home Loan Bank stock                                              8,910,400            8,160,400
   Interest receivable                                                       2,112,529            2,165,630
   Goodwill                                                                  1,563,594            1,563,594
   Cash surrender value life insurance                                      12,074,758           11,905,449
   Other assets                                                              4,861,001            5,088,394
                                                                         -------------         ------------
         Total assets                                                     $540,070,678         $521,856,925
                                                                         =============         ============

Liabilities
   Deposits
      Noninterest-bearing                                                 $ 15,308,900         $ 13,289,178
      Interest-bearing                                                     271,819,199          257,077,485
                                                                         -------------         ------------
         Total deposits                                                    287,128,099          270,366,663
   Borrowings                                                              168,018,186          163,258,142
   Interest payable                                                            911,326              942,250
   Other liabilities                                                         5,563,959            5,170,287
                                                                         -------------         ------------
         Total liabilities                                                 461,621,570          439,737,342
                                                                         -------------         ------------

Commitments and Contingencies

Shareholders' Equity
   Common stock, without par value
      Authorized - 20,000,000 shares
      Issued and outstanding - 4,451,823 and 4,676,401 shares               43,537,302           45,790,320
   Retained earnings                                                        39,954,582           41,455,452
   Accumulated other comprehensive income                                      374,214              552,409
   Unearned recognition and retention plan (RRP) shares                     (1,400,995)          (1,576,038)
   Unearned employee stock ownership plan (ESOP) shares                     (4,015,995)          (4,102,560)
                                                                         -------------         ------------
         Total shareholders' equity                                         78,449,108           82,119,583
                                                                         -------------         ------------
         Total liabilities and shareholders' equity                       $540,070,678         $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
                                                                                        March 31
                                                                            -------------------------------
                                                                               2003                 2002
                                                                            ----------           ----------
Interest Income
<S>                                                                         <C>                  <C>
     Loans, including fees                                                  $6,154,725           $6,175,559
     Investment securities                                                   1,114,643            1,429,528
     Deposits with financial institutions                                       51,140               72,760
     Dividend income                                                           104,235              114,427
                                                                            ----------           ----------
         Total interest and dividend income                                  7,424,743            7,792,274
                                                                            ----------           ----------

Interest Expense
     Deposits                                                                1,614,008            2,015,407
     Repurchase agreements                                                          --              211,875
     Federal Home Loan Bank advances                                         1,971,144            1,713,008
                                                                            ----------           ----------
         Total interest expense                                              3,585,152            3,940,290
                                                                            ----------           ----------

Net Interest Income                                                          3,839,591            3,851,984
     Provision  for loan losses                                                164,531               15,165
                                                                            ----------           ----------
Net Interest Income After Provision for Loan Losses                          3,675,060            3,836,819
                                                                            ----------           ----------

Other Income
     Service charges on deposit accounts                                       199,559              173,128
     Net realized and unrealized gains on loans                                251,136              228,991
     Net realized losses on sales of available-for-sale securities             (25,718)                  --
     Equity in losses of limited partnerships                                  (36,000)             (39,000)
     Other income                                                              473,208              274,008
                                                                            ----------           ----------
         Total other income                                                    862,185              637,127
                                                                            ----------           ----------

Other Expenses
     Salaries and employee benefits                                          1,769,682            1,534,982
     Net occupancy expenses                                                    216,458              167,841
     Equipment expenses                                                        239,377              160,709
     Advertising and business development                                      109,758               81,756
     Data processing fees                                                      325,714              274,083
     Professional fees                                                         113,552               71,681
     Director and committee fees                                                70,202               65,290
     Other expenses                                                            515,426              478,470
                                                                            ----------           ----------
         Total other expenses                                                3,360,169            2,834,812
                                                                            ----------           ----------

Income Before Income Tax                                                     1,177,076            1,639,134
     Income tax expense                                                        274,110              529,475
                                                                            ----------           ----------

Net Income                                                                  $  902,966           $1,109,659
                                                                            ==========           ==========

Basic earnings per share                                                          $.23                 $.25
Diluted earnings per share                                                         .22                  .24
Dividends per share                                                                .12                  .10


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
                                                                                        March 31,
                                                                             ------------------------------
                                                                                2003                2002
                                                                             ---------           ----------
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Net Income                                                                   $ 902,966           $1,109,659
Other comprehensive income, net of tax
   Unrealized gains (losses) on securities available for sale
      Unrealized holding losses arising during the period, net of
      tax benefit of $102,859 and $415,133                                    (195,169)            (632,918)
      Less:  Reclassification adjustment for losses included in
      net income, net of tax benefit of $8,744                                 (16,974)                 ---
                                                                              --------           ----------
                                                                              (178,195)            (632,918)
                                                                              --------           ----------
Comprehensive income                                                         $ 724,771           $  476,741
                                                                             =========           ==========


See notes to consolidated condensed financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                   LINCOLN BANCORP AND SUBSIDIARY
                                       Consolidated Condensed Statement of Shareholders' Equity
                                              For the Three Months Ended March 31, 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                                      902,966                                                    902,966
  Unrealized gains on
    securities, net of
    reclassification
    adjustment                                                              (178,195)                                      (178,195)
  Purchase of common stock        (233,820)    (2,338,200)    (1,969,058)                                                (4,307,258)
  Stock options exercised            9,242         85,182                                                                    85,182
  ESOP shares earned                                              62,673                                     86,565         149,238
  Amortization of unearned
    compensation expense                                         (12,463)                   175,043                         162,580
  Cash dividends ($.12 per
    share)                                                      (484,988)                                                  (484,988)
                                 ---------    -----------    -----------    --------    -----------     -----------     -----------
Balances, March 31, 2003         4,451,823    $43,537,302    $39,954,582    $374,214    $(1,400,995)    $(4,015,995)    $78,449,108
                                 =========    ===========    ===========    ========    ===========     ===========     ===========


See notes to consolidated condensed financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                     LINCOLN BANCORP AND SUBSIDIARY
                                 Consolidated Condensed Statements of Cash Flows
                                                  (Unaudited)

                                                                             Three Months Ended
                                                                                  March 31,
                                                                        ------------------------------
                                                                             2003              2002
                                                                        ------------       -----------
Operating Activities
<S>                                                                     <C>                <C>
   Net income                                                           $    902,966       $ 1,109,659
   Adjustments to reconcile net income to net cash provided by
    (used in) operating activities
     Provision for loan losses                                               164,531            15,165
     Investment securities accretion, net                                     39,565           104,191
     Investment securities losses                                             25,718                --
     Equity in losses of limited partnerships                                 36,000            39,000
     Amortization of net loan origination fees                              (179,419)         (162,866)
     Depreciation and amortization                                           184,602           137,163
     Amortization of purchase accounting adjustments                           8,643            15,362
     Amortization of unearned compensation expense                           162,580           167,550
     ESOP shares earned                                                      149,238           100,374
     Net change in:                                                               --                --
       Loans held for sale                                                 3,072,689         2,330,181
       Interest receivable                                                    53,101           304,857
       Interest payable                                                      (30,924)          (74,825)
     Other adjustments                                                        66,138           320,447
                                                                        ------------       -----------
         Net cash provided by operating activities                         4,655,428         4,406,258
                                                                        ------------       -----------

Investing Activities
   Net change in interest-bearing deposits                                        --         1,000,000
   Purchases of securities available for sale                            (18,983,123)       (5,003,125)
   Proceeds from sales of securities available for sale                    1,043,661                --
   Proceeds from maturities of securities available for sale              16,409,049        12,881,666
   Proceeds from maturities of securities held to maturity                    10,000            10,000
   Net change in loans                                                   (27,250,205)        1,226,992
   Purchases of property and equipment                                      (188,203)         (248,041)
   Purchases of Federal Home Loan Bank stock                                (750,000)               --
   Proceeds from sale of foreclosed  real estate                                  --            74,749
                                                                        ------------       -----------
         Net cash provided by (used in) investing activities             (29,708,821)        9,942,241
                                                                        ------------       -----------

Financing Activities
   Net change in
     Noninterest-bearing, interest-bearing demand, money market
      and savings deposits                                                18,790,866         6,168,078
     Certificates of deposit                                              (2,029,430)        1,096,538
   Proceeds from repurchase agreements                                            --                --
   Proceeds from FHLB advances                                            15,000,000                --
   Repayment of FHLB advances                                            (10,000,000)               --
   Payment on note payable to limited partnership                           (248,501)         (488,500)
   Dividends paid                                                           (511,937)         (467,182)
   Exercise of stock options                                                  85,182           161,250
   Purchase of common stock                                               (4,307,258)       (2,286,096)
   Net change in advances by borrowers for taxes and insurance               687,691           465,325
                                                                        ------------       -----------
         Net cash provided by financing activities                        17,466,613         4,649,413
                                                                        ------------       -----------

Net Change in Cash and Cash Equivalents                                   (7,586,780)       18,997,912

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

Cash and Cash Equivalents, End of Period                                $ 19,711,313       $29,400,935
                                                                        ============       ===========

Additional Cash Flows and Supplementary Information
   Interest paid                                                        $  3,616,076       $ 4,015,115
   Income tax paid                                                           250,000           300,000
   Loan balances transferred to foreclosed real estate                       203,192            68,660
   Securitization of loans                                                        --        13,702,413

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 Federal Savings Bank, a
federally  chartered  savings bank ("Lincoln  Federal"),  and Lincoln  Federal's
wholly owned  subsidiaries,  LF Service  Corporation ("LF Service") and Citizens
Loan  and  Service  Corporation  ("CLSC"),  both  Indiana  corporations,  and LF
Portfolio Services, Inc. ("LF Portfolio"),  a Delaware corporation. A summary of
significant  accounting  policies  is set forth in Note 1 of Notes to  Financial
Statements included in the December 31, 2002 Annual Report to Shareholders.  All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

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

The interim  consolidated  financial  statements at March 31, 2003,  and for the
three months ended March 31, 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  three-month  period ended March 31, 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
                                        March 31, 2003                       March 31, 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         $902,966     3,987,113      $.23     $1,109,659   4,467,733       $.25
                                                          ====                                  ====
Effect of dilutive RRP
  awards and stock options                   141,962                              149,353
                              ----------------------               ----------------------
Diluted earnings per share
  Income available to
  common shareholders
  and assumed
  conversions                 $902,966     4,129,075      $.22     $1,109,659   4,617,086       $.24
                              ======================================================================
</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 Ended      Three Months Ended
                                                      March 31, 2003           March 31, 2002
                                                    ------------------      ------------------

<S>                                                      <C>                    <C>
Net income, as reported                                  $902,966               $1,109,659
Less:  Total stock-based employee compensation cost
  determined under the fair value based method, net of
  income taxes                                             36,257                   63,827
                                                         --------               ----------
Pro forma net income                                     $866,709               $1,045,832
                                                         ========               ==========
Earnings per share:
  Basic - as reported                                        $.23                     $.25
  Basic - pro forma                                          $.22                     $.23
  Diluted - as reported                                      $.22                     $.24
  Diluted - pro forma                                        $.21                     $.23
</TABLE>


Note 4:  Effect of Recent Accounting Pronouncements
---------------------------------------------------

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

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

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

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

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

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

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

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

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


Item 2: Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

General

The Company was  organized in September  1998. On December 30, 1998, it acquired
the common stock of Lincoln  Federal upon the conversion of Lincoln Federal from
a federal mutual savings bank to a federal stock savings bank.

Lincoln  Federal was originally  organized in 1884 as Ladoga Federal Savings and
Loan Association, located in Ladoga, Indiana. In 1979 Ladoga Federal merged with
Plainfield  First Federal  Savings and Loan  Association,  a federal savings and
loan association located in Plainfield,  Indiana which was originally  organized
in 1896.  Following  the merger,  the Bank  changed its name to Lincoln  Federal
Savings and Loan  Association  and, in 1984,  adopted its current name,  Lincoln
Federal  Savings  Bank.  On September 26, 2000,  the Company  acquired  Citizens
Bancorp ("Citizens"),  the holding company of Citizens Savings Bank of Frankfort
("Citizens  Savings"),  a federally  chartered savings bank. Citizens was merged
into the Company and Citizens  Savings was merged into the Bank.  Citizens  Loan
and Service Corporation ("CLSC"), a wholly-owned subsidiary of Citizens Savings,
continues as a subsidiary of Lincoln Federal. Lincoln Federal currently conducts
its business from nine  full-service  offices located in Hendricks,  Montgomery,
Clinton,  Johnson and Morgan Counties,  Indiana, with its main office located in
Plainfield.  Lincoln  Federal opened its newest office in Greenwood,  Indiana on
October 14, 2002.

Lincoln  Federal  offers a variety  of  lending,  deposit  and  other  financial
services to its retail and commercial  customers.  The Bank's principal business
consists  of  attracting  deposits  from  the  general  public  and  originating
fixed-rate and  adjustable-rate  loans secured primarily by first mortgage liens
on one- to  four-family  residential  real  estate.  Lincoln  Federal's  deposit
accounts  are  insured  up to  applicable  limits  by  the  Savings  Association
Insurance Fund of the Federal  Deposit  Insurance  Corporation.  Lincoln Federal
offers a number of financial  services,  which includes:  (i) one-to four-family
residential  real estate loans;  (ii) commercial  real estate loans;  (iii) real
estate construction loans; (iv) land loans; (v) multi-family  residential loans;
(vi) consumer  loans,  including home equity loans and automobile  loans;  (vii)
commercial  loans;  (viii) money market demand accounts;  (ix) savings accounts;
(x) checking accounts; (xi) NOW accounts; and (xii) certificates of deposit.

Lincoln Federal  currently owns three  subsidiaries.  First,  LF Service,  whose
assets  consist of an  investment 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  that  was  organized  to  construct,  own and  operate  a  130-unit
apartment  complex in Bloomington,  Indiana (the "BHA Project").  Development of
the BHA Project has been  completed  and the project is  performing  as planned.
Second,  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 Federal from including its
investment in CLSC in its  calculation  of regulatory  capital.  CLSC  purchases
undeveloped land,  constructs  improvements and  infrastructure on the land, and
then sells lots to builders, who construct homes for sale to home buyers. Third,
LF  Portfolio,  which is located in Nevada and holds and  manages a  significant
portion of Lincoln Federal's investment portfolio.

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


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 March 31, 2003 and December 31, 2002, mortgage servicing
rights had carrying values of $479,000 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  $540.1 million at March 31, 2003, an increase from December 31,
2002 of $18.2 million.  Net loans,  including loans held for sale, were up $24.0
million and investment  securities available for sale, were up $1.2 million. The
growth  was   partially   funded  by  a  $7.6   million   decline  in  cash  and
interest-bearing deposits and the balance with customer deposit growth.

Deposits  totaled $287.1 million at March 31, 2003, an increase of $16.8 million
from December 31, 2002. Growth occurred in every major category of deposits with
the exception of certificates  of deposit.  The largest gain was in money market
deposits,  up $16.2  million.  Federal Home Loan Bank  advances  increased  $5.0
million from year-end 2002.

Shareholders'  Equity decreased $3.7 million from December 31, 2002 to March 31,
2003.  The decrease was primarily  the result of the $4.3 million  repurchase of
233,820  shares of common  stock,  cash  dividends of $485,000 and a decrease in
unrealized gains on investment securities available for sale of $178,000.  These
decreases  were  partially  offset by net  income  of  $903,000,  stock  options
exercised of $85,000,  Employee Stock  Ownership Plan shares earned of $149,000,
and unearned compensation amortization of $163,000.
<PAGE>


Comparison  of  Operating  Results for the Three Months Ended March 31, 2003 and
2002

Net income for the first quarter ended March 31, 2003 was $903,000,  or $.23 for
basic and $.22 for diluted  earnings per share.  This compared to net income for
the comparable period in 2002 of $1,110,000,  or $.25 for basic and $.24 diluted
earnings per share. Return on assets was .68% and return on equity was 4.50% for
the first quarter of 2003 compared to .90% and 5.14%, respectively, for the same
period in 2002.

Net interest income is the primary source of the Company's revenue. Net interest
income  represents  the excess of interest  and fees earned on  interest-earning
assets (loans,  investments and short-term  interest-bearing  deposits) over the
interest  paid on  deposits  and  borrowed  funds.  Net  interest  margin is net
interest  income  expressed  as a  percentage  of average  earning  assets.  Net
interest  income  for the  first  quarter  of 2003 was  $3,840,000  compared  to
$3,852,000  for the same period in 2002.  Net interest  margin was 3.07% for the
three-month period ended March 31, 2003 compared to 3.24% for the same period in
2002.  The average yield on earning  assets  declined .61% for the first quarter
2003   compared  to  the  same  period  in  2002  while  the  average   cost  of
interest-bearing  liabilities  declined .66% for the same period. This increased
spread from 2.54% to 2.59%, or .05%.

The  Company's  provision  for loan  losses  for the first  quarter  of 2003 was
$165,000  compared  to  $15,000  for the  same  period  in 2002.  The  increased
provision  in 2003 was the result of added risk in the loan  portfolio  due to a
higher  concentration of commercial loans. The Company's ratio of non-performing
loans to total  loans at March 31, 2003  improved  slightly to .53% from .58% at
December 31, 2002. The Company's ratio of non-performing  assets to total assets
were .48% at March 31 compared to .44% at December 31, 2002.  The  allowance for
loan  losses as a percent  of loans at March 31,  2003 was .80%  versus  .82% at
December 31, 2002.
<PAGE>

Other income for the three months ended March 31, 2003 was $862,000  compared to
$637,000  for the same  quarter of 2002.  Service  charges  on deposit  accounts
increased to $200,000 at March 31, 2003 compared to $173,000 for the same period
one year ago. Net realized and  unrealized  gains on sale of loans were $251,000
in the first  quarter of 2003  compared  to  $229,000  during the same period of
2002.  Other income increased to $473,000 for the first quarter of 2003 compared
to $274,000 one year ago. This was primarily  from the increased  cash surrender
value of additional bank owned life insurance.

Other  expenses  were  $3,360,000  for the three  months  ended  March 31,  2003
compared to $2,835,000  for the same three months of 2002.  Increases were noted
in all major  categories and are primarily the result of a second de novo branch
opened in the Greenwood  market during the fourth  quarter of 2002 and continued
upgrading of our technology infrastructure.

Income taxes were 23% of pre-tax  income for the first  quarter of 2003 compared
to 32% for the same  period  in  2002.  This was the  result  of tax  strategies
involving the purchase of nontaxable  municipal  securities  and bank owned life
insurance and the establishment of an investment subsidiary.


Asset Quality

The Company currently classifies loans as special mention, substandard, doubtful
and loss to assist  management  in addressing  collection  risks and pursuant to
regulatory  requirements.  Special  mention  loans  represent  credits that have
potential  weaknesses  that  deserve  management's  close  attention.   If  left
uncorrected,  these  potential  weaknesses  may result in  deterioration  of the
repayment  prospects or Lincoln  Federal's  credit position at some future date.
Substandard  loans represent credits  characterized by the distinct  possibility
that some loss will be sustained if deficiencies on the loans are not corrected.
Doubtful loans possess the  characteristics of substandard loans, but collection
or  liquidation in full is doubtful  based upon existing  facts,  conditions and
values. A loan classified as a loss is considered uncollectible. Lincoln Federal
had $2.9 million and $3.2 million of loans  classified as special  mention as of
March 31, 2003 and December 31, 2002, respectively. In addition, Lincoln Federal
had $2.3 million and $2.6 million of loans  classified as  substandard  at March
31, 2003 and December 31, 2002, respectively. At March 31, 2003 and December 31,
2002,  no loans were  classified  as doubtful or loss.  At March 31,  2003,  and
December 31, 2002,  respectively,  non-accrual  loans were $1.7 million and $1.3
million. At March 31, 2003 and December 31, 2002,  respectively,  accruing loans
delinquent 90 days or more totaled $348,000 and $747,000.  At March 31, 2003 and
December  31,  2002,  the  allowance  for loan losses was $3.0  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 March  31,  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 March 31, 2003,  Lincoln Federal's capital
levels exceeded all applicable  regulatory capital  requirements in effect as of
that date.


Other

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

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Presented  below, as of December 31, 2002 and 2001, is an analysis  performed by
the OTS of  Lincoln  Federal's  interest  rate risk as  measured  by  changes in
Lincoln  Federal's net portfolio value ("NPV") for  instantaneous  and sustained
parallel shifts in the yield curve, in 100 basis point increments,  up 300 basis
points and down 100 basis points.

                                December 31, 2002
                                -----------------
                          Net Portfolio Value          NPV as % of  PV of Assets
Changes
In Rates       $ Amount         $ Change     % Change     NPV Ratio    Change
--------       --------         --------     --------     ---------   --------
                                (Dollars in thousands)

+300 bp        $68,068          $(6,156)        (8)%        13.23%     (51) bp
+200 bp         72,441           (1,783)        (2)         13.81        7  bp
+100 bp         75,504            1,280          2          14.14       40  bp
   0 bp         74,224                                      13.74
-100 bp         69,200           (5,024)        (7)         12.71     (103) bp

                                December 31, 2001
                                -----------------
                          Net Portfolio Value          NPV as % of  PV of Assets
Changes
In Rates       $ Amount         $ Change     % Change     NPV Ratio    Change
--------       --------         --------     --------     ---------   --------
                                (Dollars in thousands)

+300 bp        $49,487         $(28,045)       (36)%        10.51%    (475) bp
+200 bp         59,001          (18,531)       (24)         12.22     (304) bp
+100 bp         68,621           (8,912)       (11)         13.85     (141) bp
   0 bp         77,532                                      15.26
-100 bp         81,023            3,490          5          15.68       42  bp


Management  believes at March 31,  2003 there have been no  material  changes in
Lincoln  Federal's  interest  rate  sensitive  instruments  which  would cause a
material change in the market risk exposures which affect the  quantitative  and
qualitative  risk  disclosures  as presented in Item 7A of the Company's  Annual
Report on Form 10-K for the period ended December 31, 2002.


Item 4.  Controls and Procedures

Within the 90-day period prior to the filing date of this report,  an evaluation
was  carried  out  under  the  supervision  and  with the  participation  of the
Company's  management,  including our President and Chief Executive  Officer and
our Secretary and Treasurer, of the effectiveness of our disclosure controls and
procedures (as defined in Exchange Act Rules  13a-14(c) and 15d-14(c)  under the
Securities  Exchange Act of 1934). Based on their evaluation,  our President and
Chief Executive  Officer and our Secretary and Treasurer have concluded that the
Company's  disclosure  controls  and  procedures  are,  to  the  best  of  their
knowledge,  effective to ensure that information required to be disclosed by the
Company in reports that it files or submits  under the Exchange Act is recorded,
processed,  summarized  and  reported  within  the  time  periods  specified  in
Securities and Exchange  commission  rules and forms.  Subsequent to the date of
their  evaluation,  our President and Chief Executive  Officer and our Secretary
and  Treasurer  have  concluded  that there were no  significant  changes in the
Company's internal controls or in other factors that could significantly  affect
its  internal  controls,   including  any  corrective  actions  with  regard  to
significant deficiencies and material weaknesses.
<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.

        No matter was submitted  to a vote of the Company's shareholders  during
the first quarter of 2003.


Item 5. Other Information.

        None.


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

          (a)  Exhibits

               Exhibit 99.1  Certifications  of the Chief Executive  Officer and
               Chief Financial  Officer  pursuant to 18 U.S.C.  Section 1350, as
               adopted  pursuant  to Section  906 of the  Sarbanes-Oxley  Act of
               2002.

          (b)  Reports on Form 8-K

               No reports  on Form 8-K  were filed during the  first quarter  of
               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: May 14, 2003                     By: /s/ T. Tim Unger
                                           -------------------------------------
                                           T. Tim Unger
                                           President and Chief Executive Officer

Date: May 14, 2003                     By: /s/ John M. Baer
                                           -------------------------------------
                                           John M. Baer
                                           Treasurer
<PAGE>
                                 CERTIFICATIONS


I, T. Tim Unger, certify that:


1.   I have reviewed this quarterly report on Form 10-Q of Lincoln Bancorp;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report; and

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report.

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date.

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report  whether  there  were  significant  changes  in  internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: May 14, 2003
                                           /s/ T. Tim Unger
                                           -------------------------------------
                                           T. Tim Unger
                                           President and Chief Executive Officer
<PAGE>

                                 CERTIFICATIONS

I, John M. Baer, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Lincoln Bancorp;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report; and

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report.

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date.

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report  whether  there  were  significant  changes  in  internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated: May 14, 2003
                                           /s/ John M. Baer
                                           -------------------------------------
                                           John M. Baer
                                           Secretary and Treasurer