Registration No. 333-______

As filed with the Securities and Exchange Commission on January 20, 2006

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ___________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933


                              Lincoln Park Bancorp
             (Exact Name of Registrant as Specified in its Charter)

          United States                                  61-1479859
 (State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
  Incorporation or Organization


                              31 Boonton Turnpike
                         Lincoln Park, New Jersey 07035
                    (Address of Principal Executive Offices)


              Lincoln Park Bancorp 2005 Stock-Based Incentive Plan
                            (Full Title of the Plan)

                                   Copies to:

           Donald S. Hom                           Robert I. Lipsher, Esquire
President and Chief Executive Officer        Luse Gorman Pomerenk & Schick, P.C.
        Lincoln Park Bancorp                 5335 Wisconsin Ave., N.W, Suite 400
        31 Boonton Turnpike                        Washington, D.C.  20015
  Lincoln Park, New Jersey  07035                      (202) 274-2000
          (973) 694-0330
   (Name, Address and Telephone
    Number of Agent for Service)


<PAGE>


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

====================================================================================================================

         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered(1)           Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------


Common stock, par
<S>   <C>                      <C>                   <C>                   <C>                      <C>
value $0.01 per share          18,705(2)             $9.45(7)              $176,762.25              $18.91
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, par
value $0.01 per share          17,584(3)             $9.45(7)              $166,168.80              $17.78
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, par
value $0.01 per share          66,520(4)             $8.90(6)              $592,028.00              $63.35
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                24,203(5)             $9.45(7)              $228,718.35              $24.47
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

TOTALS                        127,012                                    $1,163,677.40             $124.51
--------------------------------------------------------------------------------------------------------------------
</TABLE>

-----------------------
(1)  Together with an indeterminate number of additional shares that may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Lincoln Park Bancorp 2005 Stock-Based Incentive Plan (the "Stock
     Benefit Plan") as a result of a stock split, stock dividend or similar
     adjustment of the outstanding common stock of Lincoln Park Bancorp (the
     "Company") pursuant to 17 C.F.R. Section 230.416(a).
(2)  Represents the number of shares of common stock awarded as restricted stock
     but not vested under the Stock Benefit Plan.
(3)  Represents the number of shares of common stock reserved for issuance under
     the Stock Benefit Plan or any future grants of restricted stock.
(4)  Represents the number of shares of common stock currently reserved for
     issuance for options granted pursuant to the Stock Benefit Plan.
(5)  Represents the number of shares of common stock reserved for issuance under
     the Stock Benefit Plan for any future grants of stock options.
(6)  Determined pursuant to 17 C.F.R. Section 230.457(h)(1).
(7)  Determined pursuant to 17 C.F.R. Section 230.457(c).



         This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. ss.
230.462.


<PAGE>


PART I.

Items 1 and 2.  Plan Information and Registrant Information and Employee Plan
                Annual Information

         The documents containing the information specified in Parts I and II of
Form S-8 have been or will be sent or given to participants in the Stock Benefit
Plan as specified by Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act").

         Such documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

         The following documents previously or concurrently filed with the
Commission are hereby incorporated by reference in this Registration Statement:

         a) The Annual Report on Form 10-KSB of the Company for the fiscal year
ended December 31, 2004 (Commission File No. 000-51078), filed with the
Commission on March 30, 2005 pursuant to Section 13(a) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act");

         b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the year covered by the Annual Report
on Form 10-KSB referred to in (a) above; and

         c) The description of the Company's common stock contained in the
Registration Statement on Form 8-A filed with the Commission on December 15,
2004 (Commission File No. 000-51078).

         All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the
date hereof, and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed incorporated by reference
into this Registration Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated, by reference herein or therein shall be deemed to
be modified or superseded for purposes of this Registration Statement and the
prospectus to the extent that a statement contained herein or therein or in any
other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein or therein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement and the prospectus.

         All information appearing in this Registration Statement and the
prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or therein
by reference.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

<Page>
Item 6.  Indemnification of Directors and Officers

         Section 545.121 of the Office of Thrift Supervision (OTS) regulations
provides indemnification for directors and officers of the Registrant. Although
there are no indemnification provisions in the charter and bylaws of the
Registrant, all the directors and officers of the Registrant have
indemnification under OTS Regulations as described below.

         Generally, federal regulations define areas for indemnity coverage for
federal savings associations, which apply to mid-tier stock holding companies
such as the Registrant, as follows:

         (a) Any person against whom any action is brought or threatened because
that person is or was a director or officer of the savings association shall be
indemnified by the savings association for:

                  (i) Any amount for which that person becomes liable under a
judgment in such action; and

                  (ii)     Reasonable costs and expenses, including reasonable
                           attorneys' fees, actually paid or incurred by that
                           person in defending or settling such action, or in
                           enforcing his or her rights under this section if he
                           or she attains a favorable judgment in such
                           enforcement action.

         (b) Indemnification shall be made to such person under paragraph (b) of
this Section only if:

                  (i) Final judgment on the merits is in his or her favor; or

                  (ii) In case of:

                           a. Settlement,
                           b. Final judgment against him or her, or
                           c. Final judgment in his or her favor, other than on
                              the merits, if a majority of the disinterested
                              directors of the savings association determine
                              that he or she was acting in good faith within the
                              scope of his or her employment or authority as he
                              or she could  reasonably  have perceived it under
                              the circumstances and for a purpose he or she
                              could reasonably have believed under the
                              circumstances was in the best interest of the
                              savings association or its members.  However, no
                              indemnification shall be made unless the
                              association gives the Office at least 60 days
                              notice of its intention to make such
                              indemnification. Such notice shall state the facts
                              on which the action arose, the terms of any
                              settlement, and any disposition of the action by a
                              court.  Such notice, a copy thereof, and a
                              certified copy of the resolution  containing the
                              required determination by the board of directors
                              shall be sent to the Regional Director, who shall
                              promptly  acknowledge receipt thereof. The  notice
                              period  shall run from the date of such receipt.
                              No such indemnification shall be made if the OTS
                              advises the association in writing, within such
                              notice  period, of its objection thereto.

         (c) As used in this paragraph:

                  (i)      "Action" means any judicial or administrative
                           proceeding, or threatened proceeding, whether civil,
                           criminal, or otherwise, including any appeal or other
                           proceeding for review;

                  (ii)     "Court" includes, without limitation, any court to
                           which or in which any appeal or any proceeding for
                           review is brought;

                  (iii)    "Final Judgment" means a judgment, decree, or order
                           which is not appealable or as to which the period for
                           appeal has expired with no appeal taken;
<Page>
                  (iv)     "Settlement" includes the entry of a judgment by
                           consent or confession or a plea of guilty or of nolo
                           contendere.


Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.

Regulation S-K                                      Reference to Prior Filing or
Exhibit Number               Document               Exhibit No. Attached Hereto
-------------                --------               ---------------------------

     4           Form of Common Stock Certificate        *

     5          Opinion of Luse Gorman Pomerenk         Attached as Exhibit 5
                & Schick, P.C.

     10         Lincoln Park Bancorp 2005 Stock-Based
                  Incentive Plan                        **

     23.1       Consent of Luse Gorman Pomerenk         Contained in Exhibit 5
                & Schick, P.C

     23.2       Consent of Beard Miller Company LLP     Attached as Exhibit 23.2

     24         Power of Attorney                       Contained on Signature
                                                        Page


*    Incorporated by reference to Exhibit 4 to the Registration Statement on
     Form SB-2 (Commission File No. 333-116639 originally filed by the Company
     under the Securities Act of 1933, with the Commission on June 18, 2004, and
     all amendments or reports filed for the purpose of updating such
     description.
**   Incorporated by reference to Appendix A to the proxy statement for the
     Company's 2005 Special Meeting of stockholders (Commission File No.
     000-51078), filed by the Company under the Securities and Exchange Act of
     1934, on November 22, 2005.

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

         1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement;

         2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

         3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the Plan;

         4. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and

<Page>

         5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



<PAGE>
                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Borough of Lincoln Park, State of
New Jersey, on this 20th day of January, 2006.


                                                LINCOLN PARK BANCORP


                                           By:  /s/ Donald S. Hom
                                                --------------------------
                                                Donald S. Hom, President and
                                                Chief Executive Officer
                                                (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Lincoln Park Bancorp (the
"Company") hereby severally constitute and appoint Donald S. Hom, as our true
and lawful attorney and agent, to do any and all things in our names in the
capacities indicated below which said Donald S. Hom may deem necessary or
advisable to enable the Company to comply with the Securities Act of 1933, and
any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with the registration of shares of common stock to be
granted and shares of common stock to be issued upon the exercise of stock
options to be granted under the Lincoln Park Bancorp 2005 Stock-Based Incentive
Plan, including specifically, but not limited to, power and authority to sign
for us in our names in the capacities indicated below the registration statement
and any and all amendments (including post-effective amendments) thereto; and we
hereby approve, ratify and confirm all that said Donald S. Hom shall do or cause
to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the date indicated.

<TABLE>
<CAPTION>

Signatures                                  Title                                            Date
----------                                  -----                                            ----

<S>                                 <C>                                                 <C>
/s/ Donald S. Hom                   President and Chief Executive Officer               January 20, 2006
---------------------------
Donald S. Hom                       (Principal Executive and Financial Officer)



/s/ Nandini Mallya                  Vice President and Treasurer,                       January 20, 2006
---------------------------
Nandini Mallya                      (Principal Accounting Officer)



                                    Chairman of the Board                               ______ __, 2006
---------------------------
Stanford Stoller



/s/ William H. Weisbrod             Vice Chairman of the Board and                      January 20, 2006
---------------------------
William H. Weisbrod                 Director



/s/ David G. Baker                          Director                                    January 20, 2006
---------------------------
David G. Baker



/s/ John F. Feeney                          Director                                    January 20, 2006
---------------------------
John F. Feeney



                                            Director                                    _______ __, 2006
---------------------------
Edith M. Perrotti


</TABLE>
<PAGE>



                                  EXHIBIT INDEX


Exhibit Number    Description
--------------    -----------

     4            Form of Common Stock  Certificate  (incorporated by reference
                  to Exhibit 4 to the Registration Statement on Form SB-2
                  (Commission  File No.  333-116639),  originally  filed by the
                  Company under the Securities Act of 1933 with the  Commission
                  on June 18, 2004,  and all amendments or reports filed for the
                  purpose of updating such description).

     5            Opinion of Luse Gorman Pomerenk & Schick, P.C.

     10           Lincoln Park Bancorp 2005 Stock-Based  Incentive Plan
                  (incorporated by reference to Appendix A to the proxy
                  statement for the Company's 2005 Special Meeting of
                  stockholders  (Commission File No. 000-51078), filed by the
                  Company under the Securities and Exchange Act of 1934, on
                  November 22, 2005).

     23.1         Consent of Luse Gorman Pomerenk & Schick, P.C. (contained in
                  the opinion included as Exhibit 5).

     23.2         Consent of Beard Miller Company LLP

     24           Power of Attorney (contained in the signature page to this
                  Registration Statement).
[{"type": "S-8", "sequence": "1", "filename": "forms-8_012006.txt", "secsgml_size_bytes": 22407}]
{"company-data": {"conformed-name": "Lincoln Park Bancorp", "cik": "0001294206", "assigned-sic": "6021", "irs-number": "611479859", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-131200", "film-number": "06541510"}, "business-address": {"street1": "31 BOONTON TURNPIKE", "city": "LINCOLN PARK", "state": "NJ", "zip": "07035", "phone": "973-694-0330"}, "mail-address": {"street1": "31 BOONTON TURNPIKE", "city": "LINCOLN PARK", "state": "NJ", "zip": "07035"}}
Registration No. 333-______

As filed with the Securities and Exchange Commission on January 20, 2006

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ___________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                              Lincoln Park Bancorp
             (Exact Name of Registrant as Specified in its Charter)

          United States                                  61-1479859
 (State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
  Incorporation or Organization

                              31 Boonton Turnpike
                         Lincoln Park, New Jersey 07035
                    (Address of Principal Executive Offices)

              Lincoln Park Bancorp 2005 Stock-Based Incentive Plan
                            (Full Title of the Plan)

                                   Copies to:

           Donald S. Hom                           Robert I. Lipsher, Esquire
President and Chief Executive Officer        Luse Gorman Pomerenk & Schick, P.C.
        Lincoln Park Bancorp                 5335 Wisconsin Ave., N.W, Suite 400
        31 Boonton Turnpike                        Washington, D.C.  20015
  Lincoln Park, New Jersey  07035                      (202) 274-2000
          (973) 694-0330
   (Name, Address and Telephone
    Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
====================================================================================================================

         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered(1)           Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------

Common stock, par
value $0.01 per share          18,705(2)             $9.45(7)              $176,762.25              $18.91
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, par
value $0.01 per share          17,584(3)             $9.45(7)              $166,168.80              $17.78
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, par
value $0.01 per share          66,520(4)             $8.90(6)              $592,028.00              $63.35
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                24,203(5)             $9.45(7)              $228,718.35              $24.47
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

TOTALS                        127,012                                    $1,163,677.40             $124.51
--------------------------------------------------------------------------------------------------------------------
-----------------------
(1)  Together with an indeterminate number of additional shares that may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Lincoln Park Bancorp 2005 Stock-Based Incentive Plan (the "Stock
     Benefit Plan") as a result of a stock split, stock dividend or similar
     adjustment of the outstanding common stock of Lincoln Park Bancorp (the
     "Company") pursuant to 17 C.F.R. Section 230.416(a).
(2)  Represents the number of shares of common stock awarded as restricted stock
     but not vested under the Stock Benefit Plan.
(3)  Represents the number of shares of common stock reserved for issuance under
     the Stock Benefit Plan or any future grants of restricted stock.
(4)  Represents the number of shares of common stock currently reserved for
     issuance for options granted pursuant to the Stock Benefit Plan.
(5)  Represents the number of shares of common stock reserved for issuance under
     the Stock Benefit Plan for any future grants of stock options.
(6)  Determined pursuant to 17 C.F.R. Section 230.457(h)(1).
(7)  Determined pursuant to 17 C.F.R. Section 230.457(c).

         This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. ss.
230.462.
PART I.

Items 1 and 2.  Plan Information and Registrant Information and Employee Plan
                Annual Information

         The documents containing the information specified in Parts I and II of
Form S-8 have been or will be sent or given to participants in the Stock Benefit
Plan as specified by Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act").

         Such documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

         The following documents previously or concurrently filed with the
Commission are hereby incorporated by reference in this Registration Statement:

         a) The Annual Report on Form 10-KSB of the Company for the fiscal year
ended December 31, 2004 (Commission File No. 000-51078), filed with the
Commission on March 30, 2005 pursuant to Section 13(a) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act");

         b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the year covered by the Annual Report
on Form 10-KSB referred to in (a) above; and

         c) The description of the Company's common stock contained in the
Registration Statement on Form 8-A filed with the Commission on December 15,
2004 (Commission File No. 000-51078).

         All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the
date hereof, and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed incorporated by reference
into this Registration Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated, by reference herein or therein shall be deemed to
be modified or superseded for purposes of this Registration Statement and the
prospectus to the extent that a statement contained herein or therein or in any
other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein or therein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement and the prospectus.

         All information appearing in this Registration Statement and the
prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or therein
by reference.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.
Item 6.  Indemnification of Directors and Officers

         Section 545.121 of the Office of Thrift Supervision (OTS) regulations
provides indemnification for directors and officers of the Registrant. Although
there are no indemnification provisions in the charter and bylaws of the
Registrant, all the directors and officers of the Registrant have
indemnification under OTS Regulations as described below.

         Generally, federal regulations define areas for indemnity coverage for
federal savings associations, which apply to mid-tier stock holding companies
such as the Registrant, as follows:

         (a) Any person against whom any action is brought or threatened because
that person is or was a director or officer of the savings association shall be
indemnified by the savings association for:

                  (i) Any amount for which that person becomes liable under a
judgment in such action; and

                  (ii)     Reasonable costs and expenses, including reasonable
                           attorneys' fees, actually paid or incurred by that
                           person in defending or settling such action, or in
                           enforcing his or her rights under this section if he
                           or she attains a favorable judgment in such
                           enforcement action.

         (b) Indemnification shall be made to such person under paragraph (b) of
this Section only if:

                  (i) Final judgment on the merits is in his or her favor; or

                  (ii) In case of:

                           a. Settlement,
                           b. Final judgment against him or her, or
                           c. Final judgment in his or her favor, other than on
                              the merits, if a majority of the disinterested
                              directors of the savings association determine
                              that he or she was acting in good faith within the
                              scope of his or her employment or authority as he
                              or she could  reasonably  have perceived it under
                              the circumstances and for a purpose he or she
                              could reasonably have believed under the
                              circumstances was in the best interest of the
                              savings association or its members.  However, no
                              indemnification shall be made unless the
                              association gives the Office at least 60 days
                              notice of its intention to make such
                              indemnification. Such notice shall state the facts
                              on which the action arose, the terms of any
                              settlement, and any disposition of the action by a
                              court.  Such notice, a copy thereof, and a
                              certified copy of the resolution  containing the
                              required determination by the board of directors
                              shall be sent to the Regional Director, who shall
                              promptly  acknowledge receipt thereof. The  notice
                              period  shall run from the date of such receipt.
                              No such indemnification shall be made if the OTS
                              advises the association in writing, within such
                              notice  period, of its objection thereto.

         (c) As used in this paragraph:

                  (i)      "Action" means any judicial or administrative
                           proceeding, or threatened proceeding, whether civil,
                           criminal, or otherwise, including any appeal or other
                           proceeding for review;

                  (ii)     "Court" includes, without limitation, any court to
                           which or in which any appeal or any proceeding for
                           review is brought;

                  (iii)    "Final Judgment" means a judgment, decree, or order
                           which is not appealable or as to which the period for
                           appeal has expired with no appeal taken;
(iv)     "Settlement" includes the entry of a judgment by
                           consent or confession or a plea of guilty or of nolo
                           contendere.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.

Regulation S-K                                      Reference to Prior Filing or
Exhibit Number               Document               Exhibit No. Attached Hereto
-------------                --------               ---------------------------

     4           Form of Common Stock Certificate        *

     5          Opinion of Luse Gorman Pomerenk         Attached as Exhibit 5
                & Schick, P.C.

     10         Lincoln Park Bancorp 2005 Stock-Based
                  Incentive Plan                        **

     23.1       Consent of Luse Gorman Pomerenk         Contained in Exhibit 5
                & Schick, P.C

     23.2       Consent of Beard Miller Company LLP     Attached as Exhibit 23.2

     24         Power of Attorney                       Contained on Signature
                                                        Page

*    Incorporated by reference to Exhibit 4 to the Registration Statement on
     Form SB-2 (Commission File No. 333-116639 originally filed by the Company
     under the Securities Act of 1933, with the Commission on June 18, 2004, and
     all amendments or reports filed for the purpose of updating such
     description.
**   Incorporated by reference to Appendix A to the proxy statement for the
     Company's 2005 Special Meeting of stockholders (Commission File No.
     000-51078), filed by the Company under the Securities and Exchange Act of
     1934, on November 22, 2005.

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

         1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement;

         2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

         3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the Plan;

         4. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and
5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Borough of Lincoln Park, State of
New Jersey, on this 20th day of January, 2006.

                                                LINCOLN PARK BANCORP

                                           By:  /s/ Donald S. Hom
                                                --------------------------
                                                Donald S. Hom, President and
                                                Chief Executive Officer
                                                (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Lincoln Park Bancorp (the
"Company") hereby severally constitute and appoint Donald S. Hom, as our true
and lawful attorney and agent, to do any and all things in our names in the
capacities indicated below which said Donald S. Hom may deem necessary or
advisable to enable the Company to comply with the Securities Act of 1933, and
any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with the registration of shares of common stock to be
granted and shares of common stock to be issued upon the exercise of stock
options to be granted under the Lincoln Park Bancorp 2005 Stock-Based Incentive
Plan, including specifically, but not limited to, power and authority to sign
for us in our names in the capacities indicated below the registration statement
and any and all amendments (including post-effective amendments) thereto; and we
hereby approve, ratify and confirm all that said Donald S. Hom shall do or cause
to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the date indicated.
Signatures                                  Title                                            Date
----------                                  -----                                            ----
/s/ Donald S. Hom                   President and Chief Executive Officer               January 20, 2006
---------------------------
Donald S. Hom                       (Principal Executive and Financial Officer)

/s/ Nandini Mallya                  Vice President and Treasurer,                       January 20, 2006
---------------------------
Nandini Mallya                      (Principal Accounting Officer)

                                    Chairman of the Board                               ______ __, 2006
---------------------------
Stanford Stoller

/s/ William H. Weisbrod             Vice Chairman of the Board and                      January 20, 2006
---------------------------
William H. Weisbrod                 Director

/s/ David G. Baker                          Director                                    January 20, 2006
---------------------------
David G. Baker

/s/ John F. Feeney                          Director                                    January 20, 2006
---------------------------
John F. Feeney

                                            Director                                    _______ __, 2006
---------------------------
Edith M. Perrotti
EXHIBIT INDEX

Exhibit Number    Description
--------------    -----------

     4            Form of Common Stock  Certificate  (incorporated by reference
                  to Exhibit 4 to the Registration Statement on Form SB-2
                  (Commission  File No.  333-116639),  originally  filed by the
                  Company under the Securities Act of 1933 with the  Commission
                  on June 18, 2004,  and all amendments or reports filed for the
                  purpose of updating such description).

     5            Opinion of Luse Gorman Pomerenk & Schick, P.C.

     10           Lincoln Park Bancorp 2005 Stock-Based  Incentive Plan
                  (incorporated by reference to Appendix A to the proxy
                  statement for the Company's 2005 Special Meeting of
                  stockholders  (Commission File No. 000-51078), filed by the
                  Company under the Securities and Exchange Act of 1934, on
                  November 22, 2005).

     23.1         Consent of Luse Gorman Pomerenk & Schick, P.C. (contained in
                  the opinion included as Exhibit 5).

     23.2         Consent of Beard Miller Company LLP

     24           Power of Attorney (contained in the signature page to this
                  Registration Statement).