UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549
                          -----------------------------

                                  FORM 10-QSB/A
                                 Amendment No. 1

(Mark One)

[X]   QUARTERLY  REPORT UNDER SECTION 13 OR 15(d)OF THE SECURITIES  EXCHANGE ACT
      OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005

[_]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934 FOR THE TRANSITION PERIOD FROM               TO
                                             -------------     ----------------

                        Commission File Number: 0-19609
                                                -------

                             FirstFed Bancorp, Inc.
         ---------------------------------------------------------------
        (Exact name of Small Business Issuer as specified in its charter)

           Delaware                                              63-1048648
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

1630 Fourth Avenue North
Bessemer, Alabama                                                   35020
-------------------------------                              -------------------
(Address of principal executive offices)                          (Zip Code)

Issuer's telephone number, including area code: (205) 428-8472
                                                --------------

Check  whether the issuer (1) 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
reports),  and (2) has been subject to such filing  requirements for the past 90
days.

YES [X] NO [_]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

            Class                                  Outstanding at April 29, 2005
----------------------------                       -----------------------------
Common Stock, $.01 par value                             2,431,779 shares

Transitional Small Business Disclosure Format
(Check one):

YES [X] NO [_]

<PAGE>

                                EXPLANATORY NOTE

The purpose of this  amendment on Form 10-QSB/A to the Quarterly  Report on Form
10-QSB of FirstFed  Bancorp,  Inc. for the quarter  ended March 31, 2005,  is to
amend and restate our  consolidated  financial  statements for the quarter ended
March 31, 2005 and the  Condensed  Consolidated  Balance  Sheets as of March 31,
2005 and related  disclosures,  as described in Note 3 of the Notes to Condensed
Consolidated  Financial  Statements.  The previously filed Form 10-QSB for March
31, 2005, should not be relied upon.

For the convenience of the reader, this March 31, 2005, Form 10-QSB/A amends and
restates in its entirety the original  filing of this  Quarterly  Report on Form
10-QSB.  Except for the foregoing information required to reflect the effects of
the  amendment  and  restatement,  this  Form  10-QSB/A  continues  to  describe
conditions  as presented in the original  report on Form 10-QSB.  The  following
items have been amended and restated:

      o     Part  I -  Item 1 -  Financial  Statements  have  been  amended  and
            restated.
      o     Part I - Item 2 - Management's  Discussion and Analysis of Financial
            Condition and Results of Operations has been amended and restated.
      o     The certifications pursuant to Section 302 of the Sarbanes-Oxley Act
            of 2002 have been refiled.
      o     The  certifications  pursuant to 18 U.S.C.  Section 1350, as adopted
            pursuant to section 906 of the Sarbanes-Oxley Act of 2005, have been
            refiled.

The Board of Directors  approved  termination of the Company's  Defined  Benefit
Pension  Plan  ("Pension  Plan")  in March  2005.  Because  an  estimate  of the
termination cost was known to the Company, and it was probable that such expense
would be incurred,  the cost was recorded as of March 31, 2005,  and reported on
Form 10-QSB.  In August 2005,  the Company  concluded  that the cost recorded in
connection  with the decision by the Board of Directors to terminate the Pension
Plan had been recorded earlier than allowed by Statement of Financial Accounting
Standards   ("SFAS")  No.  88,   "Employers'   Accounting  for  Settlements  and
Curtailments of Defined  Benefit  Pension Plans and for  Termination  Benefits."
SFAS No. 88 provides  that such an expense  should not be  recognized  until the
period in which regulatory approval of the termination is received.  SFAS No. 88
also requires that the  curtailment  gain and normal pension expense be recorded
in the first  quarter  ended March 31,  2005.  The Company  incurred  additional
expense under an incentive plan due to restatement  of the  termination  expense
discussed above.

In addition,  in March 2005, the stockholders of the Company's  third-party data
processor  approved  the sale of their  company.  As a  stockholder  of the data
processor,  the  Company  recorded  a gain on the sale of its  stock in the data
processor in the quarter ended March 31, 2005. However, the Company subsequently
determined that the gain should have been recorded in April 2005,  which was the
effective  time of the filing of the  Certificate  of Merger.  The result was an
overstatement  of income in the quarter ended March 31, 2005,  for the amount of
this transaction.

In summary,  costs of $679,000, or $436,000 after income taxes, as well as a net
gain of $342,000,  or $223,000  after income taxes,  have been reversed from the
first quarter  results as reported on Form 10-QSB.  Also,  additional  incentive
compensation  expense of $58,000, or $38,000 after income taxes, was recorded as
incurred in the first quarter.  When regulatory  approval is received,  which is
expected to be in the third  quarter of 2005,  the  termination  expense will be
recorded.  The amount of  termination  expense is  expected to be  $810,000,  or
$525,000 after income taxes.

The  effect of the  amendment  and  restatement  on the  Company's  Consolidated
Statements of Income for the quarter ended March 31, 2005, is an increase in net
income of $175,000, or $0.07 per share for the quarter ended March 31, 2005. The
effects of the restatement on the Company's Condensed  Consolidated Statement of
Financial  Condition  as of March 31, 2005 are an  increase  in other  assets of
$233,000,  an  increase  in other  liabilities  of $58,000  and an  increase  in
retained earnings of $175,000.

See Note 3 of the  Notes to  Condensed  Consolidated  Financial  Statements  for
additional information.


                                        1

<PAGE>
<TABLE>
<CAPTION>

                                                  FIRSTFED BANCORP, INC.
                                                  ----------------------

                                                                                                               Page
                                                                                                               ----
<S>                                                                                                             <C>
PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS:

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
  AS OF MARCH 31, 2005 AND DECEMBER 31, 2004......................................................................3

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME  FOR THE THREE
 MONTHS ENDED MARCH 31, 2005 AND 2004.............................................................................4

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME FOR THE THREE MONTHS
ENDED MARCH 31, 2005 AND 2004 ....................................................................................5

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
  THREE MONTHS ENDED MARCH 31, 2005 AND 2004......................................................................6

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ...................................................7

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
  OF OPERATION.................................................................................................. 12

ITEM 3.  CONTROLS AND PROCEDURES.................................................................................15

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.......................................................................................15

ITEM 2.  UNREGISTERED SALES OF EQUITY 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................................................................................................16

SIGNATURES.......................................................................................................17

</TABLE>

THE CONDENSED  CONSOLIDATED FINANCIAL STATEMENTS FURNISHED HAVE NOT BEEN AUDITED
BY INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS,  BUT REFLECT,  IN THE OPINION OF
MANAGEMENT,  ALL  ADJUSTMENTS  NECESSARY  FOR A FAIR  PRESENTATION  OF FINANCIAL
CONDITION AND THE RESULTS OF OPERATIONS FOR THE PERIODS PRESENTED.

                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                             FIRSTFED BANCORP, INC.
                             ----------------------
       UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
       ------------------------------------------------------------------
                   As of March 31, 2005 and December 31, 2004
                          (Dollar amounts in thousands)
<TABLE>
<CAPTION>
                                                                       March 31,   December 31,
ASSETS                                                                    2005         2004
                                                                       ---------    ---------
<S>                                                                    <C>          <C>
                                                                      (As restated,
Cash and Cash Equivalents:                                             see Note 3)
         Cash on hand and in banks                                     $   3,104    $   3,125
         Interest-bearing deposits in other banks                          5,489        1,489
         Federal funds sold                                                  469          176
                                                                       ---------    ---------
                                                                           9,062        4,790
Securities available-for-sale, at fair value                               7,957       22,941
Loans held for sale                                                          213          739
Loans receivable, net                                                    163,360      161,841
Land, buildings and equipment, net                                         7,313        7,377
Bank owned life insurance                                                  6,462        6,368
Real estate owned                                                            904          986
Accrued interest receivable                                                  836        1,134
Goodwill and other intangibles                                             1,154        1,167
Other assets                                                               7,385        7,100
                                                                       ---------    ---------
                                                                       $ 204,646    $ 214,443
                                                                       =========    =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
         Deposits                                                      $ 161,925    $ 157,545
         Borrowings                                                       17,000       31,494
         Subordinated debentures                                           6,000        6,000
         Accrued interest payable                                            234          238
         Dividends payable                                                   170          168
         Other liabilities                                                   833          580
                                                                       ---------    ---------
                                                                         186,162      196,025
Stockholders' Equity:
         Preferred stock, $.01 par value, 1,000,000 shares
                  authorized, none outstanding                                --           --
         Common stock, $.01 par value, 10,000,000 shares
                  authorized, 3,258,062 shares issued and 2,428,114
                  shares outstanding at March 31, 2005 and 3,230,955
                   shares issued and 2,401,007 shares outstanding at
                  December 31, 2004                                           33           32
         Paid-in capital                                                   8,739        8,590
         Retained earnings                                                16,195       15,976
         Deferred compensation obligation                                  2,105        2,114
         Deferred compensation treasury stock (239,548
                  shares at March 31, 2005 and 240,036 shares
                  at December 31, 2004)                                   (2,105)      (2,114)
         Treasury stock, at cost (829,948 shares at March 31, 2005
                  and December 31, 2004)                                  (6,088)      (6,088)
         Unearned compensation                                              (299)        (328)
         Accumulated other comprehensive (loss) income                       (96)         236
                                                                       ---------    ---------
                                                                          18,484       18,418
                                                                       ---------    ---------
                                                                       $ 204,646    $ 214,443
                                                                       =========    =========
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.

                                       3
<PAGE>

                             FIRSTFED BANCORP, INC.
                             ----------------------
              UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
              -----------------------------------------------------
               For the Three Months Ended March 31, 2005 and 2004
             (Dollar amounts in thousands, except per share amounts)

                                                           Three Months Ended
                                                               March 31,
                                                          2005           2004
                                                       ----------     ----------
                                                      (As restated,
                                                       See Note 3)
INTEREST INCOME:
         Interest and fees on loans                    $    2,417     $    2,025
                                                       ----------     ----------
         Interest and dividends on
           securities                                         105            306
         Other interest income                                 19              3
           Total interest income                            2,541          2,334
                                                       ----------     ----------

INTEREST EXPENSE:
         Interest on deposits                                 787            720
         Interest on borrowings                               322            258
                                                       ----------     ----------
            Total interest expense                          1,109            978
                                                       ----------     ----------

  Net interest income                                       1,432          1,356
         Provision for loan losses, net                        19            220
                                                       ----------     ----------
  Net interest income after
    provision for loan losses, net                          1,413          1,136
                                                       ----------     ----------

NONINTEREST INCOME:
         Fees and other noninterest income                    678            580
         Gain on sale of investments                          354              7
         Bank owned life insurance                             94             91
                                                       ----------     ----------
           Total noninterest income                         1,126            678
                                                       ----------     ----------

NONINTEREST EXPENSE:
         Salaries and employee benefits                       891            783
         Office building and equipment
           expenses                                           204            239
         Other operating expenses                             618            667
                                                       ----------     ----------
           Total noninterest expenses                       1,713          1,689
                                                       ----------     ----------
  Income before income taxes                                  826            125

         Provision for income taxes                           267             13
                                                       ----------     ----------
  NET INCOME                                           $      559     $      112
                                                       ==========     ==========

AVERAGE NUMBER OF SHARES
         OUTSTANDING - BASIC                            2,392,709      2,344,794
                                                       ==========     ==========
BASIC EARNINGS PER SHARE                               $      .23     $      .05
                                                       ==========     ==========
AVERAGE NUMBER OF SHARES
         OUTSTANDING - DILUTED                          2,408,378      2,403,367
                                                       ==========     ==========
DILUTED EARNINGS PER SHARE                             $      .23     $      .05
                                                       ==========     ==========
DIVIDENDS DECLARED PER SHARE                           $      .14     $      .14
                                                       ==========     ==========

See accompanying notes to unaudited condensed consolidated financial statements.


                                       4
<PAGE>
<TABLE>
<CAPTION>
                                                        FIRSTFED BANCORP, INC.
                                                        ----------------------
                                 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND
                                 -----------------------------------------------------------------------
                                                         COMPREHENSIVE INCOME
                                                         --------------------
                                         For the Three Months Ended March 31, 2005 and 2004
                                         (Dollar amounts in thousands, except per share amounts)


                                                                                Deferred                       Accumulated
                                                                     Deferred    Compen-                          Other     Compre-
                                                                      Compen-    sation               Unearned   Compre-    hensive
                                     Common   Paid-In    Retained     sation   Treasury   Treasury     Compen-   hensive    Income
                                     Stock    Capital    Earnings   Obligation   Stock      Stock      sation    Income    (Note 1)
                                     -----    -------    --------   ----------   -----      -----      ------    ------    --------

<S>                                <C>       <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
BALANCE, December 31, 2003          $     32  $  8,426   $ 16,047   $  1,969   $ (1,969)  $ (6,088)  $   (416)  $    551

     Net income                           --        --        112         --         --         --         --         --   $    112
     Change in unrealized gain
         (loss) on securities
         available for sale, net
         of tax of $63                    --        --         --         --         --         --         --        109        109
                                                                                                                           --------
     Comprehensive income                 --        --         --         --         --         --         --         --   $    221
                                                                                                                           ========
     Amortization of unearned
         compensation                     --        --         --         --         --         --         29         --
     Dividends declared ($.14
         per share)                       --        --       (333)        --         --         --         --         --
     Exercise of stock options            --        10         --         --         --         --         --         --
     Stock issued under Dividend
         Reinvestment Plan                --        50         --         --         --         --         --         --
     Purchase of deferred comp
         treasury shares                  --        --         --          7         (7)        --         --         --
     Change in stock value of
         Employee Stock
         Ownership Plan                   --        (4)        --         --         --         --         --         --
                                    --------  --------   --------   --------   --------   --------   --------   --------

BALANCE, March 31, 2004             $     32  $  8,482   $ 15,826   $  1,976   $ (1,976)  $ (6,088)  $   (387)  $    660
                                    ========  ========   ========   ========   ========   ========   ========   ========


BALANCE, December 31, 2004          $     32  $  8,590   $ 15,976   $  2,114   $ (2,114)  $ (6,088)  $   (328)  $    236

     Net income
         (As restated, See Note 3)        --        --        559         --         --         --         --         --   $    559
Change in unrealized gain
         (loss) on securities
         available for sale, net
         of tax of ($191)                 --        --         --         --         --         --         --       (332)      (332)
                                                                                                                           --------
     Comprehensive income
         (As restated, see Note 3)        --        --         --         --         --         --         --         --   $    227
                                                                                                                           ========
     Amortization of unearned
         compensation                     --        --         --         --         --         --         29         --
     Dividends declared ($.14
         per share)                       --        --       (340)        --         --         --         --         --
     Exercise of stock options            --       105         --         --         --         --         --         --
     Stock issued under Dividend
         Reinvestment Plan                 1        51         --         --         --         --         --         --
     Purchase of deferred comp
         treasury shares                  --        --         --         24        (24)        --         --         --
     Distribution of deferred comp
         treasury shares                  --        --         --        (33)        33         --         --         --
     Change in stock value of
         Employee Stock
         Ownership Plan                   --        (7)        --         --         --         --         --         --
                                    --------  --------   --------   --------   --------   --------   --------   --------

BALANCE, March 31, 2005
     (As restated, See Note 3)      $     33  $  8,739   $ 16,195   $  2,105   $ (2,105)  $ (6,088)  $   (299)  $    (96)
                                    ========  ========   ========   ========   ========   ========   ========   ========


See accompanying notes to unaudited condensed consolidated financial statements.


                                                                    5
</TABLE>
<PAGE>

                                       FIRSTFED BANCORP, INC.
                       UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                          For the Three Months Ended March 31, 2005 and 2004
                                   (Dollar amounts in thousands)
<TABLE>
<CAPTION>
                                                                                     Three Months Ended
                                                                                         March 31,
CASH FLOWS FROM OPERATING ACTIVITIES:                                                 2005        2004
                                                                                    --------    --------
<S>                                                                                 <C>         <C>
                                                                                  (As restated,
                                                                                   See Note 3)
  Net income                                                                        $    559    $    112
  Adjustments to reconcile net income
     to net cash provided by (used in) operating activities:
       Depreciation, amortization and accretion                                          115         130
       Loan fees deferred, net                                                            53          76
       Provision for loan losses, net                                                     19         220
       Gain on sale of investments                                                      (354)         (7)
       Gain on sale of fixed assets                                                       --          (9)
       Loss on sale of real estate, net                                                   16          99
       Origination of loans held for sale                                             (1,170)     (3,018)
       Proceeds from loans held for sale                                               1,696       3,015
       Proceeds from sale of other assets                                                378          --
       Gain on sale of other assets                                                     (363)         --
       Provision for deferred compensation                                                24           7
       Increase in surrender value of Bank Owned Life Insurance                          (94)        (91)
  Decrease (increase) in assets:
       Accrued interest receivable                                                       298         (49)
       Other assets                                                                     (138)        272
  Increase (decrease) in liabilities:
         Accrued interest payable                                                         (4)          4
       Other liabilities                                                                 258          68
                                                                                    --------    --------
         Net cash provided by operating activities                                     1,293         829
                                                                                    --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from maturities, calls and repayments of securities available-for-sale        144       6,097
  Proceeds from sale of securities available-for-sale                                 15,169       3,000
  Purchase of securities available-for-sale                                             (500)     (4,788)
  Proceeds from sales of real estate and repossessed assets                              196         315
  Net loan originations                                                               (1,684)     (9,806)
  Capital expenditures                                                                   (26)     (1,289)
                                                                                    --------    --------
         Net cash provided by (used in) investing activities                          13,299      (6,471)
                                                                                    --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase in deposits, net                                                            4,380       3,584
  Proceeds from borrowings                                                             7,304      22,600
  Repayment of borrowings                                                            (21,798)    (19,255)
  Proceeds from exercise of stock options                                                105          10
  Dividends paid                                                                        (338)       (333)
  Proceeds from dividend reinvestment                                                     51          50
  Purchase of treasury stock for Deferred Compensation Plan                              (24)         (7)
                                                                                    --------    --------
         Net cash provided by (used in) financing activities                         (10,320)      6,649
                                                                                    --------    --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                   4,272       1,007
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                       4,790       7,621
                                                                                    --------    --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                          $  9,062    $  8,628
                                                                                    ========    ========

SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid during the period for -
       Income taxes                                                                 $     25    $     19
       Interest                                                                        1,037         962
  Non-cash transactions -
       Transfer of loans receivable to real estate owned                                 110         228
       Transfer of leased real estate owned to other assets                               --       3,246

</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements


                                       6
<PAGE>


                             FIRSTFED BANCORP, INC.
                             ----------------------
               NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
               ---------------------------------------------------
                                   STATEMENTS
                                   ----------

1. BASIS OF PRESENTATION:
   ---------------------

FirstFed  Bancorp,  Inc.  (the  "Company")  is  the  holding  company  and  sole
shareholder of First State Corp. ("FSC"),  which in turn is the sole shareholder
of First Financial Bank ("First Financial" or the "Bank").

The accompanying  unaudited condensed  consolidated  financial  statements as of
March 31, 2005,  and December 31, 2004, and for the three months ended March 31,
2005 and 2004,  include  the  accounts  of the  Company,  FSC and the Bank.  All
significant  intercompany  transactions  and accounts  have been  eliminated  in
consolidation.

In the  opinion of  management,  all  adjustments  (none of which are other than
normal recurring  accruals)  necessary for a fair presentation of the results of
such interim periods have been included. The results of operations for the three
months ended March 31, 2005,  are not  necessarily  indicative of the results of
operations which may be expected for the entire year.

These unaudited condensed financial statements should be read in conjunction
with the Consolidated Financial Statements and the notes thereto incorporated in
the Company's Annual Report on Form 10-KSB for the year ended December 31, 2004.
The accounting policies followed by the Company are set forth in the Summary of
Significant Accounting Policies in the Company's December 31, 2004, Consolidated
Financial Statements.

2. SIGNIFICANT ACCOUNTING POLICIES:
   -------------------------------

Loans Held for Sale

Loans held for sale are recorded at the lower of  amortized  cost or fair value,
as such loans are not intended to be held to maturity. As of March 31, 2005, and
December 31,  2004,  loans held for sale  consisted of mortgage  loans that have
been committed for sale to third-party investors.

Loans Receivable

Loans receivable are stated at unpaid principal  balances,  net of the allowance
for loan  losses and  deferred  loan  origination  fees and costs.  Interest  is
credited to income based upon the recorded investment.

The accrual of interest on loans is  discontinued  and an allowance  established
when a loan becomes 90 days past due and/or,  in the opinion of management,  the
ultimate  collection is in doubt. Upon such  discontinuance,  all unpaid accrued
interest is reversed  against  current income unless the collateral for the loan
is sufficient  to cover the accrued  interest.  Interest  received on nonaccrual
loans  generally  is either  applied  against  principal or reported as interest
income,   according  to  management's  judgment  as  to  the  collectibility  of
principal.  Generally,  loans are restored to accrual status when the obligation
is brought  current and the ultimate  collectibility  of the total  contractural
principal and interest is no longer in doubt.

Allowance for Loan Losses

The allowance for loan losses is maintained at levels which management considers
adequate to absorb  losses  currently in the loan  portfolio  at each  reporting
date.  Management's estimation of this amount includes a review of all loans for
which full  collectibility is not reasonably assured and considers,  among other
factors,  prior years' loss  experience,  economic  conditions,  distribution of
portfolio loans by risk class, the estimated value of underlying collateral, and
the balance of any impaired  loans  (generally  considered  to be  nonperforming
loans,  excluding  residential  mortgages and other homogeneous  loans).  Though
management  believes  the  allowance  for loan losses to be  adequate,  ultimate
losses may vary from estimations; however, the allowance is reviewed

                                       7
<PAGE>

periodically  and as adjustments  become necessary they are reported in earnings
in the periods in which they become  known.  Specific  allowances  for  impaired
loans  are  based on  comparisons  of the  carrying  values  of the loans to the
present  value  of the  loans'  estimated  cash  flows at each  loan's  original
effective  interest  rate,  the fair  value  of the  collateral,  or the  loans'
observable market prices.

3. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS:
   -----------------------------------------------------

The Board of Directors  approved  termination of the Company's  Defined  Benefit
Pension  Plan  ("Pension  Plan")  in March  2005.  Because  an  estimate  of the
termination cost was known to the Company, and it was probable that such expense
would be incurred,  the cost was recorded as of March 31, 2005,  and reported on
Form 10-QSB.  In August 2005,  the Company  concluded  that the cost recorded in
connection  with the decision by the Board of Directors to terminate the Pension
Plan had been recorded earlier than allowed by Statement of Financial Accounting
Standards   ("SFAS")  No.  88,   "Employers'   Accounting  for  Settlements  and
Curtailments of Defined  Benefit  Pension Plans and for  Termination  Benefits."
SFAS No. 88 provides  that such an expense  should not be  recognized  until the
period in which regulatory approval of the termination is received.  SFAS No. 88
also requires that the  curtailment  gain and normal pension expense be recorded
in the first  quarter  ended March 31,  2005.  The Company  incurred  additional
expense under an incentive plan due to restatement  of the  termination  expense
discussed above.

In addition,  in March 2005, the stockholders of the Company's  third-party data
processor  approved  the sale of their  company.  As a  stockholder  of the data
processor,  the  Company  recorded  a gain on the sale of its  stock in the data
processor in the quarter ended March 31, 2005. However, the Company subsequently
determined that the gain should have been recorded in April 2005,  which was the
effective  time of the filing of the  Certificate  of Merger.  The result was an
overstatement  of income in the quarter ended March 31, 2005,  for the amount of
this transaction.

In summary,  costs of $679,000, or $436,000 after income taxes, as well as a net
gain of $342,000,  or $223,000  after income taxes,  have been reversed from the
first quarter  results as reported on Form 10-QSB.  Also,  additional  incentive
compensation  expense of $58,000, or $38,000 after income taxes, was recorded as
incurred in the first quarter.  When regulatory  approval is received,  which is
expected to be in the third  quarter of 2005,  the  termination  expense will be
recorded.  The amount of  termination  expense is  expected to be  $810,000,  or
$525,000 after income taxes.

The  effect of the  amendment  and  restatement  on the  Company's  Consolidated
Statements of Income for the quarter ended March 31, 2005, is an increase in net
income of $175,000, or $0.07 per share for the quarter ended March 31, 2005. The
effects of the restatement on the Company's Condensed  Consolidated Statement of
Financial  Condition  as of March 31, 2005 are an  increase  in other  assets of
$233,000,  an  increase  in other  liabilities  of $58,000  and an  increase  in
retained earnings of $175,000.

The  impact of the  amendment  and  restatement  on the  Company's  consolidated
financial statements is summarized below:

                                                              March 31, 2005
                                                         -----------------------
                                                             As
                                                         Previously        As
                                                          Reported      Restated
                                                          --------      --------
Consolidated Statements of Financial Conditi                  (In thousands)

Other assets                                              $  7,152      $  7,385
Total assets                                               204,413       204,646
Other liabilities                                              775           833
Total liabilities                                          186,104       186,162
Retained Earnings                                           16,020        16,195
Total stockholders' equity                                  18,309        18,484
Total liabilities and stockholders' equity                 204,413       204,646


                                       8
<PAGE>

                                                            Three Months Ended
                                                              March 31, 2005
                                                          ----------------------
                                                              As
                                                          Previously       As
                                                           Reported     Restated
                                                          (In thousands, except
                                                              per share data)
Consolidated Statements of Income:

Fees and other noninterest income                          $    973    $    678
Total noninterest income                                      1,421       1,126
Salaries and employee benefits                                  786         891
Pension plan termination expense                                679          --
Total noninterest expenses                                    2,287       1,713
Income before income taxes                                      547         826
Provision for income taxes                                      163         267
Net income                                                      384         559
Earnings per common share:
Basic                                                          0.16        0.23
Diluted                                                        0.16        0.23

Consolidated Statements of Stockholders' Equity and
Comprehensive Income:

Net Income                                                      384         559
Retained Earnings                                            16,020      16,195
Comprehensive Income                                             52         227

Consolidated Statements of Cash Flows:

Net Income                                                      384         559
Other assets                                                     95        (138)
Other liabilities                                               200         258

4. EARNINGS AND DIVIDENDS PER SHARE:
   --------------------------------

Earnings  per share  ("EPS") for the three months ended March 31, 2005 and 2004,
were as follows:

<TABLE>
<CAPTION>

                                                        Three Months                                    Three Months
                                                    Ended March 31, 2005                            Ended March 31, 2004
                                          ------------------------------------------     -------------------------------------------
                                                          Dilutive                                        Dilutive
                                                          Effect of                                       Effect of
                                                           Options                                         Options
                                            Basic           Issued          Diluted          Basic          Issued          Diluted
                                          ----------      ----------      ----------      ----------      ----------      ----------
<S>                                       <C>            <C>              <C>             <C>            <C>              <C>
Net income
(as restated, See Note 3)                 $  559,000              --      $  559,000      $  112,000              --      $  112,000

Shares available to
   common shareholders                     2,392,709          15,669       2,408,378       2,344,794          58,573       2,403,367
                                          ----------      ----------      ----------      ----------      ----------      ----------

Earnings per share
(as restated, See Note 3)                 $     0.23              --      $     0.23      $     0.05              --      $     0.05
                                          ==========      ==========      ==========      ==========      ==========      ==========
</TABLE>

Options  to  purchase  193,548  and 11,384  shares of common  stock at prices in
excess of the average  market price were  outstanding  during the quarter  ended
March 31, 2005 and 2004,  respectively,  but not included in the  computation of
diluted earnings per share.


                                       9
<PAGE>

There were 26,359 and 35,145  shares of common stock held by the Employee  Stock
Ownership Plan and unallocated at March 31, 2005 and 2004,  respectively.  These
shares are  outstanding  but not  included in the  computation  of earnings  per
share.

Dividends declared for the quarter ended March 31, 2005, consisted of a $.07 per
share quarterly dividend and a $.07 per share special dividend.

5. SEGMENT DISCLOSURE:
   ------------------

The holding company is considered a separate reportable segment from the banking
operations  since it does not  offer  products  or  services  or  interact  with
customers,  but  does  meet  the  quantitative  threshold  as  outlined  in  the
accounting  standards.  The Company's  segment  disclosure is as follows for the
three month ended March 31, 2005 and 2004.

                                        Three Months Ended March 31, 2005
                                  ----------------------------------------------
                                   Banking      Holding                   Total
                                  Operations    Company   Eliminations   Company
                                  ----------    -------   ------------   -------
                                                    (In thousands)

Net interest income (expense)      $  1,505    $    (73)    $     --    $  1,432
Provision for loan losses                19          --           --          19
Noninterest income                    1,099          27           --       1,126
Noninterest expense                   1,642          71           --       1,713
                                   --------    --------     --------    --------
     Income (loss) before income
         taxes                          943        (117)          --         826
Income tax expense (benefit)            319         (52)          --         267
                                   --------    --------     --------    --------
     Net income (loss)             $    624    $    (65)    $     --    $    559
                                   ========    ========     ========    ========
     Total assets                  $202,146    $ 24,645     $(22,145)   $204,646
                                   ========    ========     ========    ========
     Capital expenditures          $     26    $     --     $     --    $     26
                                   ========    ========     ========    ========

                                        Three Months Ended March 31, 2004
                                  ----------------------------------------------
                                   Banking      Holding                   Total
                                  Operations    Company   Eliminations   Company
                                  ----------    -------   ------------   -------

Net interest income                $  1,363    $     (7)    $     --    $  1,356
Provision for loan losses               220          --           --         220
Noninterest income                      653          25           --         678
Noninterest expense                   1,617          72           --       1,689
                                   --------    --------     --------    --------
     Income (loss) before income
         taxes                          179         (54)          --         125
Income tax expense (benefit)             42         (29)          --          13
                                   --------    --------     --------    --------
     Net income (loss)             $    137    $    (25)    $     --    $    112
                                   ========    ========     ========    ========
     Total assets                  $198,844    $ 20,387     $(18,045)   $201,186
                                   ========    ========     ========    ========
     Capital expenditures          $  1,289    $     --     $     --    $  1,289
                                   ========    ========     ========    ========

6. STOCK-BASED COMPENSATION:
   ------------------------

In  accordance  with  provisions of Statement of Financial  Accounting  Standard
("SFAS")  123,  the  Company has elected to continue to apply APB Opinion 25 and
related Interpretations.  In December 2002, SFAS 148, Accounting for Stock-Based
Compensation - Transition and Disclosure,  was issued which provides alternative
methods of transition  for a voluntary  change to the fair value based method of
accounting for stock-based  compensation.  This Statement  amends the disclosure
requirements  of SFAS 123 to require  prominent  disclosures  in both annual and
interim  financial  statements  about the method of accounting  for  stock-based
employee compensation and the effect of the method used on reported results.


                                       10
<PAGE>

There were no options granted during the quarters ended March 31, 2005 and 2004.

7. PENSION DISCLOSURES:
   -------------------

The Company is terminating  the Defined  Benefit  Pension Plan ("Pension  Plan")
effective June 8, 2005. By terminating the Pension Plan, the Company anticipates
incurring a termination expense of approximately $810,000,  which is anticipated
to be recorded during the three months ended September 30, 2005.  Termination of
the Pension Plan,  distribution  to  participants  of its assets,  and recording
termination  expense  will not  occur  until a  standard  termination  notice is
received with the Pension Benefit Guaranty Corporation.

The Financial Accounting Standards Board ("FASB") issued SFAS 132 (revised 2003)
in December of 2003. The Statement revises employers'  disclosures about pension
plans and other postretirement  benefits by requiring additional  disclosures to
those in the  original  SFAS 132  about the  assets,  obligations,  cash  flows,
investment  strategy,  and net periodic  benefit cost of defined benefit pension
plans and other defined benefit  postretirement plans. The Company does not have
any postretirement  benefits. The effect of the required interim information for
the Pension Plan is reflected in the following table:

                                     Three Months Ended
                                          March 31,
                                       2005     2004
                                      ------   ------
                                       (In thousands)
Service cost                          $   35   $   44
Interest cost                             24       31
Expected return on plan assets           (19)     (25)
Amortization of transitional asset         7       (1)
Recognized actuarial loss                 --        6
                                      ------   ------
Net periodic benefit cost             $   47   $   55
                                      ======   ======

The estimated contribution to the Pension Plan for fiscal 2005 is $314.

8. PENDING ACCOUNTING PRONOUNCEMENTS:
   ---------------------------------

There are no pending  accounting  pronouncements  that have not been  previously
disclosed.

9. SUBORDINATED DEBT:
   -----------------

On June 8, 2004, the Company established FirstFed Statutory Trust I ("Trust"), a
wholly-owned  statutory  business trust.  The Company is the sole sponsor of the
Trust and acquired the Trust's  common  securities  for $186,000.  The Trust was
created for the exclusive  purpose of issuing 30-year  capital trust  securities
("Trust  Preferred  Securities") in the aggregate amount of $6,000,000 and using
proceeds to purchase junior subordinated debentures ("Subordinated  Debentures")
issued  by the  Company.  The  assets  of the  Trust  consist  primarily  of the
Subordinated  Debentures.  The  Company's  $186,000  investment  in the Trust is
included in other assets in the accompanying  consolidated balance sheet and the
$6,000,000 obligation of the Company is included in subordinated debt.

The Trust Preferred  Securities bear a floating  interest rate based on a spread
over  3-month  LIBOR which is set each  quarter  and  matures on June 17,  2034.
Distributions are payable quarterly.  The Trust Preferred Securities are subject
to mandatory  redemption upon repayment of the Subordinated  Debentures at their
stated  maturity  date or their  earlier  redemption in an amount equal to their
liquidation  amount plus  accumulated  and unpaid  distributions  to the date of
redemption. The Company guarantees the payment of distributions and payments for
redemption or  liquidation  of the Trust  Preferred  Securities to the extent of
funds  held by the  Trust.  The  Company's  obligation  under  the  Subordinated
Debentures  together  with  the  guarantee  and  other  back-up  obligation,  in
aggregate,  constitute a full and unconditional  guarantee by the Company of the
obligations of the Trust under the Trust Preferred Securities.


                                       11
<PAGE>

The  Subordinated  Debentures  are  unsecured,  bear an interest rate based on a
spread over a 3 month LIBOR  (equal to the spread paid by the Trust on the Trust
Preferred  Securities)  which is set each  quarter and matures on June 17, 2034.
Interest is payable quarterly.  The Company may defer the payment of interest at
any time for a period  not  exceeding  20  consecutive  quarters  provided  that
deferral  period  does not  extend  past the  stated  maturity.  During any such
deferral period,  distributions  on the Trust Preferred  Securities will also be
deferred and the Company's ability to pay dividends on the common shares will be
restricted.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Management's Discussion and Analysis includes certain forward-looking statements
addressing,  among other  things,  the Company's  prospects for earnings,  asset
growth and net interest margin.  Forward-looking  statements are accompanied by,
and  identified  with,  such  terms  as  "anticipates,"  "believes,"  "expects,"
"intends,"  and similar  phrases.  Management's  expectations  for the Company's
future necessarily  involve a number of assumptions and estimates.  Factors that
could cause  actual  results to differ from the  expectations  expressed  herein
include:  changes in interest rates, changes in the general economy,  changes in
the  Company's  strategies  for  credit-risk   management,   interest-rate  risk
management and investment activities, change in accounting principals,  policies
or guidelines,  legislative or regulatory changes, changes in monetary or fiscal
policies,  and  other  economic,  competitive,   governmental,   regulatory  and
technological  factors.  Accordingly,  any  forward-looking  statements included
herein do not purport to be  predictions of future events or  circumstances  and
may not be realized.

Comparison of Financial Condition as of March 31, 2005, and December 31, 2004
-----------------------------------------------------------------------------

All dollar amounts, except per share amounts, included hereafter in Management's
Discussion and Analysis are in thousands.

Interest-bearing  deposits and federal funds sold increased $4,272, or 89.2%, to
$9,062 at March 31,  2005.  The  increase  was  substantially  the  result of an
increase in deposits.

Securities  available-for-sale  decreased $14,984,  or 65.3%, to $7,957 at March
31, 2005.  During the three months  ended March 31, 2005,  investments  totaling
$144 were called or matured, $500 were purchased and $15,169 were sold.

Loans receivable,  net, at March 31, 2005, were $163,360, an increase of $1,519,
or 0.9%,  from  $161,841 at December 31, 2004.  The increase was  primarily  the
result of increased  portfolio  originations  in connection with adjustable rate
commercial mortgages.

The  Company's  consolidated  allowance  for loan losses  decreased to $1,679 at
March 31, 2005,  from $1,684 at December 31, 2004.  This  decrease was partially
due to a provision to the  allowance for loan losses of $19 for the three months
ended March 31, 2005, net of recoveries over  charge-offs of $24.  Nonperforming
loans at March 31, 2005,  decreased to $138, or 0.08% of loans receivable,  from
$961,  or 0.66% of loans  receivable,  at December 31, 2004.  At March 31, 2005,
there  were  no  material  loans  not  included  in  nonperforming  loans  which
represented material credits about which management was aware of any information
which  caused  management  to have  serious  doubts  as to the  ability  of such
borrowers to comply with the loan repayment terms.

Land,  buildings and equipment,  net, decreased $64, or 0.9%, to $7,313 at March
31, 2005. The decrease was  substantially the result of increases in accumulated
depreciation.

Real  estate  owned was $904 at March 31,  2005,  a decrease of $82 from $986 at
December 31, 2004. The decrease was  substantially the result of the disposition
of three  properties,  net of two  foreclosures,  during the three  months ended
March 31, 2005.

Deposits increased $4,380, or 2.8%, to $161,925 at March 31, 2005, from $157,545
at December 31, 2004. The increase was  substantially the result of increases in
commercial checking accounts and, to a lesser extent,  increases in certificates
of deposit.


                                       12
<PAGE>

Borrowings  decreased  by  $14,494,  or 46.0%,  to  $17,000  at March 31,  2005,
substantially  as a result of the  repayment  of overnight  borrowings  with the
proceeds of investment sales.

The  Company  had  stockholders'  equity of  $18,484  as of March 31,  2005,  an
increase of $66, or 0.4%,  from $18,418 as of December 31, 2004.  Net income for
the three  months  ended  March 31,  2005,  was $559.  Equity was  decreased  by
dividends of $.14 per share,  or $340.  Included in such dividends was a special
dividend of $.07 per share,  which was  declared  during the first  quarter.  In
addition, accumulated other comprehensive income decreased $332, or 140.78%, due
to an unrealized  loss of $96 at March 31, 2005, as a result of decreases in the
fair  value of the  securities  available-for-sale.  This was  primarily  due to
higher  market rates of interest  and the sale of $14,984 in  available-for-sale
securities.

Liquidity and Capital Resources
-------------------------------

Liquidity  refers  to  the  ability  of  the  Company  to  meet  its  cash  flow
requirements  in the normal  course of  business,  including  loan  commitments,
deposit withdrawals,  and liability maturities, and ensuring that the Company is
in a position to take  advantage  of  investment  opportunities  in a timely and
cost-efficient manner.  Management monitors the Company's liquidity position and
reports to the Board of Directors  monthly.  The Company may achieve its desired
liquidity  objectives  through  management of assets and liabilities and through
funds   provided  by  operations.   Funds  invested  in  short-term   marketable
instruments,  the  continuous  maturing of other  interest-earning  assets,  the
possible  sale of  available-for-sale  securities  and the ability to securitize
certain types of loans provide  sources of liquidity from an asset  perspective.
The liability base provides sources of liquidity through deposits.  In addition,
at March 31,  2005,  the Bank has  borrowing  ability from the Federal Home Loan
Bank of Atlanta and correspondent banks if the need for additional funds arises.
At March 31, 2005, the Bank had commitments to originate and fund loans of $17.3
million.  The Bank  anticipates  that it will have sufficient funds available to
meet its current commitments.

Under applicable regulations,  First Financial and the Company are each required
to maintain  minimum capital  ratios.  Set forth below are actual capital ratios
and the minimum regulatory capital requirements as of March 31, 2005.

<TABLE>
<CAPTION>
                                                       March 31, 2005
                                  -----------------------------------------------------------
                                                 (Dollar amounts in thousands)
                                                  (As restated, see Note 3)
                                                                               To Be Well
                                                                            Capitalized Under
                                                          For Capital       Prompt Corrective
                                       Actual          Adequacy Purposes    Action Provisions
                                  ----------------     -----------------    -----------------
                                   Amount     Rate      Amount      Rate     Amount      Rate
                                  --------    ----     --------     ----    --------     ----
<S>                                 <C>       <C>      <C>          <C>     <C>         <C>
Tier 1 Risk-Based Capital
     Consolidated                 $ 23,368    13.6%         N/A      N/A         N/A      N/A
     First Financial Bank           19,254    11.4%    $  6,776     4.0%    $ 10,164     6.0%

Total Risk-Based Capital
     Consolidated                 $ 25,047    14.6%         N/A      N/A         N/A      N/A
     First Financial Bank           20,933    12.4%    $ 13,552     8.0%    $ 16,940    10.0%

Tier 1 Leverage
     Consolidated                 $ 23,368    11.7%         N/A      N/A         N/A      N/A
     First Financial Bank           19,254     9.6%    $  8,008     4.0%    $ 10,010     5.0%

</TABLE>

As of March  31,  2005,  management  was not  aware  of any  trends,  events  or
uncertainties  that will have or are reasonably likely to have a material effect
on the Company's or the Bank's liquidity, capital resources or operations.

Results of Operations - Comparison of the Three Months Ended March 31, 2005 and
-------------------------------------------------------------------------------
2004
----

Net income for the three months ended March 31, 2005,  was $559,  an increase of
$447,  or 399.1%,  from net income of $112 for the three  months ended March 31,
2004.  The increase was primarily the result of gains on the sale of investments
of $354,  net of the provisions  for income taxes.  Nonrecurring  items recorded
during the three months ended March 31, 2005,  includes a reduction in loan loss
provision which reflects recoveries and a reduction in losses.


                                       13
<PAGE>

Interest Income
---------------

Total interest  income  increased  $207, or 8.9%, to $2,541 for the three months
ended  March 31,  2005.  This  increase  was due to an  increase  in the average
balance on  interest-earning  assets for the three  months ended March 31, 2005,
compared to the same quarter a year ago, coupled with an increase in the average
yield on  interest-earning  assets to 5.6% for the three  months ended March 31,
2005, compared to 5.2% for the same quarter a year ago.

Interest Expense
----------------

Interest  expense for the quarter ended March 31, 2005, was $1,109,  an increase
of $131, or 13.4%,  from $978 for the quarter ended March 31, 2004. The increase
was  substantially  the  result  of  an  increase  in  the  average  balance  of
interest-bearing  liabilities  compared  to the  same  quarter  a year  ago.  In
addition,  the average rate paid on  interest-bearing  liabilities  increased to
2.4% for the three  months  ended March 31,  2005  compared to 2.2% for the same
period a year ago.

Net Interest Income
-------------------

Net  interest  income for the quarter  ended March 31, 2005,  increased  $76, or
5.6%,  to $1,432 from the quarter  ended March 31,  2004,  level of $1,356.  The
increase  was  primarily  the result of an increase in the average net  interest
spread to 3.2% for the quarter  ended March 31,  2005,  compared to 3.0% for the
same period a year ago. The net interest  margin also  increased to 3.2% for the
quarter ended March 31, 2005, from 3.0% for the same quarter a year ago.

Provision for Loan Losses
-------------------------

Management  increased the Company's  total allowance for loan losses by a charge
to the  provision of $19 during the quarter  ended March 31,  2005,  compared to
$220 for the quarter  ended March 31,  2004.  The  allowance  for loan losses is
based on  management's  evaluation of losses  inherent in the loan portfolio and
considers,   among  other  factors,  prior  years'  loss  experience,   economic
conditions,  distribution  of  portfolio  loans by risk class and the  estimated
value of the underlying collateral.  The Bank segregates its loan portfolio into
problem and non-problem  loans.  The Bank then determines the allowance for loan
losses  based on specific  review of all problem  loans by internal  loan review
committees. This detailed analysis primarily determines the allowance on problem
loans by specific  evaluation  of  collateral  fair  value.  The  allowance  for
non-problem loans considers  historical  losses and other relevant factors.  The
allowances  are  reviewed  throughout  the year to consider  changes in the loan
portfolio  and  classification  of  loans  which  results  in a  self-correcting
mechanism.

Noninterest Income
------------------

Noninterest  income during the quarter ended March 31, 2005,  increased $448, to
$1,126,  from the March 31, 2004,  level of $678. The increase was primarily the
result of a gain on the sale of investments  of $354. A curtailment  gain of $68
was  recorded  in  connection  with the  Board  of  Director's  approval  of the
termination of the Pension Plan.

Noninterest Expenses
--------------------

Noninterest  expenses during the quarter ended March 31, 2005, increased $24, or
1.4%, to $1,713, from the March 31, 2004, quarter of $1,689. The slight increase
in other operating  expense was primarily  attributable to general  increases in
salary and benefits net of a reduction in other operating expenses.

Income Taxes
------------

The  provision  for income taxes  increased  $254, to $267 for the quarter ended
March 31, 2005, as compared to $13 for the corresponding quarter in the previous
year.  The  increased  tax  expense was due  primarily  to an increase in pretax
income.


                                       14
<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES

The  Company  carried  out an  evaluation  under  the  supervision  and with the
participation  of  the  Company's  management,  including  the  Company's  Chief
Executive   Officer  and  the  Company's   Chief  Financial   Officer,   of  the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures as of March 31, 2005,  pursuant to Exchange Act Rule  13a-15(b).
Based upon that  evaluation,  the  Company's  Chief  Executive  Officer  and the
Company's  Chief  Financial  Officer  concluded  that the  Company's  disclosure
controls and  procedures,  as designed and  implemented,  were not  effective in
alerting them in a timely manner to material information relating to the Company
(including  its  consolidated  subsidiaries)  required  to be  included  in  the
Company's periodic SEC filings. The Company had two instances where transactions
were  recorded in the  Company's  Form 10-QSB for the  three-month  period ended
March 31, 2005,  earlier than  prescribed  under generally  accepted  accounting
principles as discussed below. In the future, for a non-recurring  item, a third
party accounting resource will be consulted.

Subsequent to the filing of Form 10-QSB for the quarterly period ended March 31,
2005, the Company  determined  that an error had been made in the application of
accounting  principals generally accepted in the U.S. related to the recognition
of the termination of its Defined Benefit Pension Plan, as well as the timing of
the  recognition  of a gain  on the  sale  of a  stock  investment  in its  data
processor.   The  net  result  was  an  overstatement  of  expense,  causing  an
understatement  of net income,  in the three-month  period ended March 31, 2005,
for the amount of the non-recurring transactions.  Accordingly, on August 10 and
11, 2005, the Company determined to restate such quarterly financial  statements
to reflect the necessary  corrections.  The restatement is further  described in
Note 3 to the unaudited condensed  consolidated financial statements included in
this quarterly report on Form 10-QSB/A.

In  addition,  the Company  reviewed its  internal  controls.  There has been no
change in the Company's  internal  control over financial  reporting  during the
last fiscal quarter that has  materially  affected,  or is reasonably  likely to
materially affect the Company's internal control over financial reporting.

Disclosure  controls  and  procedures  are  designed to ensure that  information
required to be disclosed in reports  filed by the Company  under the  Securities
Exchange Act of 1934 is recorded, processed,  summarized and reported within the
time  periods  specified in the SEC's rules and forms.  Disclosure  controls are
also  designed  with  the  objective  of  ensuring  that  such   information  is
accumulated and  communicated to the Company's  management,  including the Chief
Executive  Officer and the Chief Financial  Officer,  as  appropriate,  to allow
timely decisions  regarding required  disclosures.  Disclosure  controls include
internal  controls  that are  designed  to  provide  reasonable  assurance  that
transactions   are  properly   authorized,   assets  are   safeguarded   against
unauthorized  or  improper  use  and  transactions  are  properly  recorded  and
reported.

Any control system, no matter how well conceived and operated,  can provide only
reasonable  assurance that its objectives are achieved.  The design of a control
system  inherently  has  limitations,  including the controls'  cost relative to
their benefits.  Additionally,  controls can be circumvented.  No cost-effective
control  system can  provide  absolute  assurance  that all  control  issues and
instances of fraud, will be detected.

Effective  in 2006,  the  Company  will  become  subject to  Section  404 of The
Sarbanes-Oxley Act of 2002. Section 404 requires management to assess and report
on  the  effectiveness  of  the  Company's   internal  controls  over  financial
reporting. Additionally, it requires the Company's independent registered public
accounting  firm to report on  management's  assessment as well as report on its
own  assessment of the  effectiveness  of the Company's  internal  controls over
financial  reporting.   Management  is  currently   establishing   policies  and
procedures to assess and report on internal controls, and will retain an outside
firm to assist it in determining  the  effectiveness  of the Company's  internal
controls over financial reporting.

                            PART II-OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

From time to time, the Company and Bank are parties to routine legal proceedings
occurring in the ordinary


                                       15
<PAGE>

course of business.  At March 31, 2005, there were no legal proceedings to which
the Company  and/or the Bank were a party or  parties,  or to which any of their
property was subject,  which were expected by management to result in a material
loss.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS

Exhibit 31.1 - Certifications of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2 - Certifications of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1 - Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002


                                       16
<PAGE>

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                               FIRSTFED BANCORP, INC.


Date: August 22, 2005                          \s\ B. K. Goodwin , III
      ---------------                          -------------------------
                                               B. K. Goodwin, III,
                                               Chairman of the Board,
                                               Chief Executive Officer,
                                               and President



Date: August 22, 2005                          \s\ Lynn J. Joyce
      ---------------                          -------------------------
                                               Lynn J. Joyce
                                               Chief Financial Officer,
                                               Executive Vice President,
                                               Secretary and Treasurer



                                       17