SecProbe.io

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Mail Stop 4561

      							September 29, 2005

Mr. Jerry R. Engle
President and Chief Executive Officer
Lincoln Bancorp
1121 East Main Street
Plainfield, Indiana 46168-0510

	Re:	Lincoln Bancorp
		Form 10-K for the Fiscal Year Ended December 31, 2004
		Form 10-Q for the Fiscal Quarter Ended March 31, 2005
		Form 10-Q for the Fiscal Quarter Ended June 30, 2005
      File No. 000-25219

Dear Mr. Engle:

		We have reviewed the above referenced filing and have
the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.  We may ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2004

Item 9A.  Controls and Procedures, page 36

1. We note that your Chief Executive Officer and Treasurer have
concluded your disclosure controls and procedures are effective
"to
the best of their knowledge" and "except as provided below".
Given
the exceptions noted, it remains unclear whether your Chief
Executive
Officer and Treasurer have concluded that your disclosure controls
and procedures are effective as of December 31, 2004.  Please
revise
your disclosure to state, in clear and unqualified language, the
conclusions reached by your Chief Executive Officer and Treasurer
on
the effectiveness of your disclosure controls and procedures.  You
should not qualify your statement that your disclosure controls
and
procedures are effective by the additional statement, "except as
provided in the next paragraph."   That is to say they are
effective
except to the extent they are not effective. We refer you to
Exchange
Act Rule 13a-15, Item 307 of Regulation S-K and SEC Release No.
33-
8238.

2. In light of the fact that a material weakness existed with
respect
to the lack of timely reconciliation of your primary correspondent
account, disclose in reasonable detail the basis for your
officers`
conclusions that your disclosure controls and procedures were
nonetheless effective as of the end of the period covered by the
report.  Further, disclose in greater detail the nature of the
material weakness identified in your disclosure.  In this regard,
also revise to disclose the specific steps that you have taken to
remediate the material weakness.

3. We note your disclosure that, "there have been no significant
changes in the Holding Company`s internal controls or in other
factors that could significantly affect the internal controls,
including any corrective action with regard to material
weaknesses,
other than the matter disclosed in the paragraph above."  Revise
to
state clearly, if correct, that there were changes in your
internal
control over financial reporting that occurred during this quarter
that have materially affected, or are reasonably likely to
materially
affect, your internal control over financial reporting.

4. We note the effectiveness of your disclosure controls and
procedures were evaluated by your Treasurer instead of a Chief
Financial Officer.  Tell us whether your Treasurer would be
considered a principal financial officer or person performing
similar
functions and evaluated your disclosure controls and procedures in
absence such persons.  If this is correct, revise your disclosure
to
clarify.  If not, explain why your Chief Financial Officer did not
evaluate the effectiveness of your disclosure controls and
procedures.  We refer you to Exchange Act Rule 13a-15(b) (2) (c).

5. Your disclosure states that the evaluation of the effectiveness
of
the disclosure controls and procedures was performed on the
holding
company.  Tell us whether this evaluation included determining the
effectiveness of the disclosure controls and procedures for the
consolidated company, including any subsidiaries of the holding
company.

Exhibit 13: 2004 Annual Report

Note 4: Investment Securities, pages 30-31

6. We note that you have recognized $868,000 and $974,000 of
unrealized losses on your investment securities as of December 31,
2004 and 2003, respectively.  We further note that $663,000 and
$821,000 of these unrealized losses have been in a loss position
for
greater than 12 months at December 31, 2004 and 2003,
respectively.
Considering these securities have been in a loss position for
greater
than 12 months at each period end, tell us how you considered SFAS
115, paragraph 16, EITF 03-1 and SAB 59 in determining that these
unrealized losses were temporary.  Please provide the requested
analysis on all significant components of your federal agencies
and
corporate obligations securities on an individual basis.  Further,
based on your disclosures in your June 30, 2005 Form 10-Q, we note
you recognized $292,420 of losses on investment securities during
the
quarter.  Explain how you determined that these losses were other-
than-temporary in this period.  Also, tell us the amount of
unrealized losses that have been in a loss position for greater
than
12 months as of June 30, 2005.

Note 7: Investments in Limited Partnerships, page 32

7. We note that you have accounted for your 99% limited
partnership
in Bloomington Housing Associates L.P. using the equity method.
Please explain how you evaluated FIN 46(R) in determining that
this
limited partnership is not subject to consolidation according the
provisions of this Interpretation.  As part of your response,
please
address the following.
* Tell us how you evaluated paragraph 5 of FIN 46(R) in concluding
whether the limited partnership is a variable interest entity
under
this Interpretation.  Please provide a complete analysis of this
provision as it relates to your limited partnership and be as
detailed as possible in your response.
* Tell us the structure of the limited partnership.  In this
respect,
clarify all parties involved in this partnership and the nature of
your relationship with each party.  Specifically, identify the
general partner and whether there are any other limited or
operational partners in this partnership.
* Clarify the general partner`s interest in the partnership and
whether the general partner has an equity investment at risk in
the
partnership.
* Tell us whether the partnership paid any syndication fees,
acquisition fees, or development fees to the general partner.
* Clarify whether you have protective and/or substantive
participating rights in the partnership as defined by EITF 96-16.
In
this respect, also clarify who performs the day-to-day management
of
the operations of the partnership.
* If you have determined that your investment in the limited
partnership is a variable interest entity, explain how you
evaluated
paragraph`s 14 and 15 of FIN 46(R) to determine the primary
beneficiary.
* Notwithstanding your analysis under FIN 46(R), please explain
how
you concluded that you do not control the partnerships in light of
your 99 percent ownership interest.  Refer to paragraph 10 of SOP
78-
9.  Please include a summary of your rights and obligations
compared
to those of the general partner in your response.

Form 10-Q for the Quarterly Period Ended June 30, 2005

Item 4.  Controls and Procedures, page 18

8. We note your disclosure here and on page 15 of your Form 10-Q
for
the quarterly period ended March 31, 2005 that your officers` have
concluded that your "disclosure controls and procedures were
adequate".  Based on this disclosure, it does not appear that your
certifying officers have reached a conclusion that your disclosure
controls and procedures are effective.  Please revise to address
your
officers` conclusions regarding the effectiveness of your
disclosure
controls and procedures.

9. We note that your disclosure controls and procedures "are
designed
to ensure that material information relating to the Company would
be
made known to such officers by others within the Company on a
timely
basis" in this filing and page 15 of your Form 10-Q for the
quarterly
period ended March 31, 2005.  Revise to clarify, if true, that
your
officers concluded that your disclosure controls and procedures
are
also effective in ensuring that information required to be
disclosed
is recorded, processed, summarized and reported within the time
periods specified in the Commissions rules and forms.  We refer
you
to Exchange Act Rule 13a-15(b) (2) (e).

10. We note that your disclosure that there "were no significant
changes in the Company`s internal control" here and on page 15 of
your Form 10-Q for the quarterly period ended March 31, 2005.
Explain how your certifying officers` made this determination
considering the material weakness identified in your December 31,
2004 Form 10-K.  Clarify why any changes implemented to remediate
your material weakness were not considered significant.

*****

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comment and provides any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Christopher White, Staff Accountant, at (202)
551-3461 or me at (202) 551-3226 if you have any questions
regarding
our comments on the financial statements and related matters.

								Sincerely,

								Craig Wilson
								Senior Assistant Chief
Accountant

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Mr. Jerry R. Engle
Lincoln Bancorp
September 29, 2005
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