LINCOLN BANCORP /IN/
8-A12G, 1998-12-29
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-A

                           FOR REGISTRATION OF CERTAIN
                              CLASSES OF SECURITIES
                        PURSUANT TO SECTION 12(b) OR (g)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                                 LINCOLN BANCORP
               (Exact name of registrant as specified in charter)


       INDIANA                                              35-2055553
(State of incorporation                                  (I.R.S. Employer
    or organization)                                  Identification Number)

                              1121 East Main Street
                                  P.O. Box 510
                         Plainfield, Indiana 46168-0510
          (Address of principal executive offices, including zip code)

                                    Copy to:
                             CLAUDIA V. SWHIER, ESQ.
                               Barnes & Thornburg
                            11 South Meridian Street
                           Indianapolis, Indiana 46204


Securities to be registered pursuant to Section 12(b) of the Act:

                                      NONE

         If this  form  relates  to the  registration  of a class of  securities
pursuant  to Section  12(b) of the  Exchange  Act and is  effective  pursuant to
General Instruction A.(c), check the following box. [ ]

         If this  form  relates  to the  registration  of a class of  securities
pursuant  to Section  12(g) of the  Exchange  Act and is  effective  pursuant to
General Instruction A.(d), check the following box. [X]

         Securities  Act  registration  statement file number to which this form
relates: 333-63373


Securities to be registered pursuant to Section 12(g) of the Act:

                         COMMON STOCK, WITHOUT PAR VALUE
                                (Title of class)

                                       -1-

<PAGE>




                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 1.  Description of Registrant's Securities to be Registered.

         The  description of the  Registrant's  Common Stock,  without par value
(the  "Common  Stock"),  is  incorporated  herein by  reference  to the sections
entitled  "Restrictions  on Acquisition of the Holding Company" and "Description
of Capital Stock" on pages 109-114 of the  prospectus  filed with Pre- Effective
Amendment No. 2 to the Registration Statement on Form S-1 (Registration No. 333-
63373) which was filed with the Securities  and Exchange  Commission on November
9, 1998.

Item 2.  Exhibits.

         The exhibits filed  herewith or  incorporated  by reference  herein are
listed on the Exhibit Index at page 4 of this Form 8-A.


                                                        -2-

<PAGE>




                                   SIGNATURES

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  registration  statement to be
filed on its behalf by the undersigned, thereto duly authorized.

                                         LINCOLN BANCORP


                                         By:  /s/ T. Tim Unger
                                              -----------------------------
                                              T. Tim Unger,  President and
                                              Chief Executive Officer


Dated: December 29, 1998



                                                        -3-

<PAGE>



                                  EXHIBIT LIST


I.  Exhibits filed with the Commission.

Number Assigned
   in Form 8-A                 Description of Exhibit


          1(a)        The  Articles  of  Incorporation  of Lincoln  Bancorp  are
                      incorporated  herein by  reference  to Exhibit 3(1) to the
                      Registration  Statement  on  Form  S-1  (Registration  No.
                      333-63373).

          1(b)        The Code of By-Laws of Lincoln  Bancorp is incorporated by
                      reference to Exhibit 3(2) to the Registration Statement on
                      Form S-1 (Registration No. 333-63373).




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