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

                                   FORM 10-QSB

(Mark One)

|X|  QUARTERLY REPORT UNDER SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF
     1934 FOR THE  QUARTERLY  PERIOD  ENDED  SEPTEMBER  30, 1999
|_|  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 October 30, 1999
-----------------------------                   -------------------------------
Common Stock, $.01 par value                            2,489,680 shares

Transitional Small Business Disclosure Format
(Check one):

     YES __     NO    X
<PAGE>
                             FIRSTFED BANCORP, INC.
                             ----------------------

                                                                           Page
                                                                           ----
PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS:

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
  AS OF SEPTEMBER 30, 1999 AND DECEMBER 31, 1998..............................2

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE
  AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998...........................3

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998.......................4

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
  NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998...............................5

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ...............6

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
              OF OPERATION....................................................8

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS...................................................13

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS...........................14

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.....................................14

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................14

ITEM 5.  OTHER INFORMATION...................................................14

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K....................................14

SIGNATURES...................................................................15

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.

                                       i.

<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM  1.  FINANCIAL STATEMENTS

                             FIRSTFED BANCORP, INC.
       UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                          (Dollar amounts in thousands)
<TABLE>
<CAPTION>
                                                               September 30,  December 31,
ASSETS                                                            1999            1998
                                                                  ----            ----
Cash and Cash Equivalents:
<S>                                                            <C>            <C>
     Cash on hand and in banks                                 $     7,591    $     6,385
     Interest-bearing deposits in other banks                        5,969          6,025
     Federal funds sold                                             15,425         31,225
                                                               -----------    -----------
                                                                    28,985         43,635
                                                               -----------    -----------
Securities available for sale, at fair value                        12,773          6,609
Loans held for sale                                                    504          2,219
Securities held to maturity, at amortized cost, fair
     value of $19,361 and $17,180, respectively                     19,476         16,976
Loans receivable, net                                              112,242        109,209
Land, buildings and equipment, net                                   3,164          3,065
Goodwill                                                             1,227          1,308
Real estate owned                                                      155            724
Accrued interest receivable                                          1,420          1,345
Other assets                                                         1,375          1,060
                                                               -----------    -----------
                                                               $   181,321    $   186,150
                                                               ===========    ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits                                                       $   161,685    $   167,257
     Accrued interest payable                                          166            141
     Dividends payable                                                 174            178
     Other liabilities                                                 576            371
                                                               -----------    -----------
                                                                   162,601        167,947
                                                               -----------    -----------
Stockholders' Equity:
     Preferred stock, $.01 par value, 1,000,000 shares
       authorized, none outstanding                                     --             --
     Common stock, $.01 par value, 10,000,000 shares
       authorized,  3,066,656 shares issued and 2,331,969
       shares outstanding at  September  30, 1999 and
       3,031,646 shares issued and 2,301,713 shares
       outstanding at December 31, 1998                                 31             30
     Paid-in capital                                                 7,673          7,502
     Retained earnings                                              15,949         15,622
     Deferred compensation obligation                                1,280          1,199
     Deferred compensation treasury stock (154,785 shares at
       September 30, 1999 and 150,031 shares at December
       31, 1998)                                                    (1,420)        (1,373)
     Treasury stock, at cost, 579,902 shares at September
       30, 1999, and December 31, 1998                              (3,752)        (3,752)
     Unearned compensation                                            (952)        (1,064)
     Unrealized (loss) gain on securities available
       for sale, net                                                   (89)            39
                                                               -----------    -----------
                                                                    18,720         18,203
                                                               -----------    -----------
                                                               $   181,321    $   186,150
                                                               ===========    ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
                                        2
<PAGE>
                             FIRSTFED BANCORP, INC.
              UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
             (Dollar amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
                                            Three Months Ended         Nine Months Ended
                                               September 30,              September 30,
                                          -----------------------   ----------------------
                                               1999        1998        1999          1998
                                               ----        ----        ----          ----
INTEREST INCOME:
<S>                                       <C>          <C>          <C>          <C>
         Interest and fees on loans       $    2,516   $    2,679   $    7,492   $    8,081
         Interest and dividends on
           securities                            444          400        1,105        1,246
         Other interest income                   324          296        1,106          811
                                          ----------   ----------   ----------   ----------
           Total interest income               3,284        3,375        9,703       10,138
                                          ----------   ----------   ----------   ----------
INTEREST EXPENSE:
         Interest on deposits                  1,614        1,835        5,039        5,461
                                          ----------   ----------   ----------   ----------
           Total interest expense              1,614        1,835        5,039        5,461
                                          ----------   ----------   ----------   ----------
  Net interest income                          1,670        1,540        4,664        4,677
           Provision for loan losses              29           28           86           86
                                          ----------   ----------   ----------   ----------
  Net interest income after
    provision for loan losses                  1,641        1,512        4,578        4,591
                                          ----------   ----------   ----------   ----------

NONINTEREST INCOME:
         Fees and other noninterest
           income                                234          203          703          598
                                          ----------   ----------   ----------   ----------
NONINTEREST EXPENSE:
         Salaries and employee benefits          738          648        2,100        2,007
         Office building and equipment
           expenses                              155          149          459          430
         Deposit insurance expense                18           22           56           66
         Amortization of goodwill                 27           27           81           81
         Other operating expenses                339          328          972          921
                                          ----------   ----------   ----------   ----------
           Total noninterest expense           1,277        1,174        3,668        3,505
                                          ----------   ----------   ----------   ----------
  Income before income taxes                     598          541        1,613        1,684

         Provision for income taxes              220          175          591          556
                                          ----------   ----------   ----------   ----------
  NET INCOME                              $      378   $      366   $    1,022   $    1,128
                                          ==========   ==========   ==========   ==========
AVERAGE NUMBER OF SHARES
         OUTSTANDING - BASIC               2,406,485    2,347,828    2,397,957    2,320,638
                                          ==========   ==========   ==========   ==========
BASIC EARNINGS PER SHARE                  $      .16   $      .16   $      .43   $      .49
                                          ==========   ==========   ==========   ==========
AVERAGE NUMBER OF SHARES
         OUTSTANDING - DILUTED             2,471,593    2,475,946    2,469,224    2,445,657
                                          ==========   ==========   ==========   ==========
DILUTED EARNINGS PER SHARE                $      .15   $      .15   $      .41   $      .47
                                          ==========   ==========   ==========   ==========
DIVIDENDS DECLARED PER SHARE              $      .07   $      .07   $      .28   $    .2650
                                          ==========   ==========   ==========   ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.

                                        3
<PAGE>
                             FIRSTFED BANCORP, INC.
       UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
              For the Nine Months Ended September 30, 1999 and 1998
             (Dollar amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
                                                                                                           Unrealized
                                                                           Deferred                        Gain (Loss)
                                                               Deferred    Compen-                         on Securities
                                                               Compen-      sation               Unearned   Available    Compre-
                               Common   Paid-In   Retained     sation      Treasury  Treasury    Compen-    for Sale,    hensive
                               Stock    Capital   Earnings    Obligation    Stock      Stock     sation        Net       Income
                               -----    -------   --------    ----------    -----      -----     ------        ---       ------
<S>                           <C>      <C>       <C>          <C>          <C>       <C>         <C>        <C>          <C>
BALANCE, December 31, 1997    $   14   $  6,676  $ 14,968     $       -    $     -   $ (4,320)   $   (26)   $      12
  Net income                       -          -     1,128             -          -          -          -            -    $ 1,128
  Change in unrealized gain
     (loss) on securities
     available for sale, net
     of tax of $3                  -          -         -             -          -          -          -           25         25
                                                                                                                         -------
  Comprehensive income             -          -         -             -          -          -          -            -    $ 1,153
                                                                                                                         =======
  Amortization of unearned
     compensation                  -          -         -             -          -          -        117            -
  Awards under stock plans         1        206         -             -          -          -       (207)           -
  Dividends declared ($.2625
     per share)                    -          -      (642)            -          -          -          -            -
  Exercise of stock options        -         84         -             -          -          -          -            -
  Stock issued under Dividend
     Reinvestment Plan             1        103         -             -          -          -          -            -
  Issuance of treasury stock
     to Employee Stock
     Ownership Plan                -        382         -             -          -        568       (950)           -
  ESOP change in value             -          8         -             -          -          -          -            -
  Two-for-one stock split         14        (14)        -             -          -          -          -            -
                              ------   --------  --------     ---------    -------   --------    -------    ---------

BALANCE, September 30, 1998   $   30   $  7,445  $ 15,454     $       -    $     -   $ (3,752)   $(1,066)   $      37
                              ======   ========  ========     =========    =======   ========    =======    =========

BALANCE, December 31, 1998    $   30   $  7,502  $ 15,622     $   1,199    $(1,373)  $ (3,752)   $(1,064)   $      39
  Net income                       -          -     1,022             -          -          -          -            -    $ 1,022
  Change in unrealized gain
      (loss) on securities
      available for sale, net
      of tax of $84                -          -         -             -          -          -          -         (128)      (128)
                                                                                                                         -------
  Comprehensive income             -          -         -             -          -          -          -            -    $   894
                                                                                                                         =======
  Amortization of unearned
      compensation                 -          -         -             -          -          -        112            -
  Dividends declared ($.28
      per share)                   -          -      (695)            -          -          -          -            -
  Exercise of stock options        -         60         -             -          -          -          -            -
  Stock issued under Dividend
      Reinvestment Plan            1        124         -             -          -          -          -            -
  Amortization of Deferred
      Compensation Plan
      Obligation                   -          -         -            34          -          -          -            -
  Addition to Deferred
      Compensation Plan            -          -         -            47        (47)         -          -            -
  ESOP change in value             -        (13)        -             -          -          -          -            -
                              ------   --------  --------     ---------    -------   --------    -------    ---------
BALANCE, September 30, 1999   $   31   $  7,673  $ 15,949     $   1,280    $(1,420)  $ (3,752)   $  (952)   $     (89)
                              ======   ========  ========     =========    =======   ========    =======    =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.

                                        4
<PAGE>
                             FIRSTFED BANCORP, INC.
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Dollar amounts in thousands)
<TABLE>
<CAPTION>
                                                                                     Nine Months Ended
                                                                                       September 30,
                                                                                   --------------------
CASH FLOWS FROM OPERATING ACTIVITIES:                                                1999         1998
                                                                                     ----         ----
<S>                                                                               <C>         <C>
  Net income                                                                      $  1,022    $  1,128
  Adjustments to reconcile net income
    to net cash provided by (used in) operating activities:
     Depreciation, amortization and accretion                                          350         492
     Provision for loan losses                                                          86          86
     Loan fees (cost) deferred, net                                                    240          25
     Loss on sale of real estate, net                                                   17          17
     Origination of loans held for sale                                            (10,498)    (16,103)
     Proceeds from loans held for sale                                              12,213      15,936
     Decrease (increase) in assets:
         Accrued interest receivable                                                   (75)         98
         Other assets                                                                 (220)       (493)
     Increase (decrease) in liabilities:
         Accrued interest payable                                                       25          19
         Income taxes payable                                                           --         (57)
         Other liabilities                                                             205        (145)
                                                                                  --------     -------
           Net cash provided by operating activities                                 3,365       1,003
                                                                                  --------     -------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from maturities of securities available for sale                          2,800       6,211
  Purchase of securities available for sale                                         (9,184)     (2,549)
  Proceeds from maturities and payments received on securities held to maturity      7,376       7,340
  Purchase of securities held to maturity                                          (10,000)     (9,641)
  Proceeds from sale of real estate and repossessed assets                             768         446
  Net loan repayments (originations)                                                (3,393)      4,417
  Capital expenditures                                                                (296)       (290)
                                                                                  --------    --------
         Net cash provided by (used in) investing activities                       (11,929)      5,934
                                                                                  --------    --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase (decrease) in deposits, net                                              (5,572)      2,237
  Proceeds from exercise of stock options                                               60          84
  Dividends paid                                                                      (699)       (610)
  Proceeds from dividend reinvestment                                                  125         104
                                                                                  --------    --------
           Net cash provided by (used in) financing activities                      (6,086)      1,815
                                                                                  --------    --------

NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS                                 (14,650)      8,752
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                    43,635      20,080
                                                                                  --------    --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                        $ 28,985    $ 28,832
                                                                                  ========    ========
SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid during the period for-
     Income taxes                                                                 $    404    $    866
     Interest                                                                        5,014       5,442
  Noncash transactions-
     Transfer of loans receivable to real estate
       owned                                                                           216         523
     Declaration of cash dividends                                                     174         327
     Recording of deferred compensation                                                 47          --
     Noncash compensation under stock plans                                             --         207
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                        5
<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  Federal  Savings Bank ("First  Federal")  and First State
Corporation  ("FSC"),  which in turn is the sole shareholder of First State Bank
of Bibb County  ("First  State").  First Federal and First State are referred to
herein collectively as the "Banks".

The accompanying condensed consolidated financial statements as of September 30,
1999 (unaudited), and December 31, 1998, and for the three and nine months ended
September 30, 1999 and 1998 (unaudited), include the accounts of the Company and
the Banks.  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
and nine months ended September 30, 1999, are not necessarily  indicative of the
results of operations which may be expected for the entire fiscal year.

These unaudited  condensed  financial  statements  should be read in conjunction
with the Consolidated Financial Statements and the notes thereto included in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1998. The
accounting  policies  followed  by the  Company  are set forth in the Summary of
Significant Accounting Policies in the Company's December 31, 1998, Consolidated
Financial Statements.

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

Earnings  per share for the three and nine months ended  September  30, 1999 and
1998, respectively, were as follows:
<TABLE>
<CAPTION>
                                              Three Months                             Three Months
                                          Ended September 30, 1999                Ended September 30, 1998
                               -------------------------------------    -----------------------------------------
                                              Dilutive                               Dilutive
                                              Effect of                              Effect of
                                               Options                                Options
                                   Basic       Issued       Diluted        Basic       Issued         Diluted
                                   -----       ------       -------        -----       ------         -------
<S>                           <C>            <C>          <C>          <C>          <C>             <C>
Net income                    $  378,000           ---    $  378,000   $  366,000         ---       $  366,000
Shares available to
  common shareholders          2,406,485        65,108     2,471,593    2,347,828     128,118        2,475,946
                              ----------     ---------    ----------   ----------   ---------      -----------
Earnings per share            $     0.16           ---    $     0.15   $     0.16         ---      $      0.15
                              ==========     =========    ==========   ==========   =========      ===========
</TABLE>
                                        6

<PAGE>
<TABLE>
<CAPTION>
                                               Nine Months                            Nine Months
                                          Ended September 30, 1999                Ended September 30, 1998
                               -------------------------------------    -----------------------------------------
                                              Dilutive                               Dilutive
                                              Effect of                              Effect of
                                               Options                                Options
                                   Basic       Issued       Diluted        Basic       Issued         Diluted
                                   -----       ------       -------        -----       ------         -------
<S>                           <C>            <C>          <C>          <C>          <C>             <C>
Net income                    $1,022,000           ---    $1,022,000   $1,128,000          ---      $1,128,000
Shares available to
   common shareholders         2,397,957        71,267     2,469,224    2,320,638      125,019       2,445,657
                              ----------     ---------    ----------   ----------    ---------      ----------
Earnings per share            $     0.43           ---    $     0.41   $     0.49          ---      $     0.47
                              ==========     =========    ==========   ==========    =========      ==========
</TABLE>

Dividends declared for the quarter ended September 30, 1999, consisted of a $.07
per share  quarterly  dividend and for the nine months ended September 30, 1999,
consisted of $.21 per share  quarterly  dividends  and a $.07 per share  special
dividend.

3.  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 and nine months ended September 30, 1999 and 1998.

                               Three Months Ended September 30, 1999
                            --------------------------------------------
                              Banking    Holding                  Total
                            Operations   Company   Eliminations  Company
                            ----------   -------   ------------  -------
                                           (In thousands)

Net interest income         $  1,648   $     22    $     --    $  1,670
Provision for loan losses         29         --          --          29
Noninterest income               234         --          --         234
Noninterest expense            1,118        159          --       1,277
                            --------   --------    --------    --------
    Income before income
        taxes                    735       (137)         --         598
Income tax expense               267        (47)         --         220
                            --------   --------    --------    --------
    Net income              $    468   $    (90)   $     --    $    378
                            ========   ========    ========    ========
    Total assets            $181,000   $ 19,103    $(18,782)   $181,321
                            ========   ========    ========    ========


                               Three Months Ended September 30, 1998
                            --------------------------------------------
                              Banking    Holding                  Total
                            Operations   Company   Eliminations  Company
                            ----------   -------   ------------  -------
                                           (In thousands)

Net interest income         $  1,509   $     31    $     --    $  1,540
Provision for loan losses         28         --          --          28
Noninterest income               203         --          --         203
Noninterest expense            1,082         92          --       1,174
                            --------   --------    --------    --------
    Income before income
        taxes                    602        (61)         --         541
Income tax expense               195        (20)         --         175
                            --------   --------    --------    --------
    Net income              $    407   $    (41)   $     --    $    366
                            ========   ========    ========    ========
    Total assets            $181,217   $ 18,385    $(18,168)   $181,434
                            ========   ========    ========    ========

                                        7
<PAGE>
                                Nine Months Ended September 30, 1999
                            --------------------------------------------
                              Banking    Holding                  Total
                            Operations   Company   Eliminations  Company
                            ----------   -------   ------------  -------
                                           (In thousands)

Net interest income         $  4,594   $     70    $     --    $  4,664
Provision for loan losses         86         --          --          86
Noninterest income               703         --          --         703
Noninterest expense            3,296        372          --       3,668
                            --------   --------    --------    --------
     Income before income
         taxes                 1,915       (302)         --       1,613
Income tax expense               696       (105)         --         591
                            --------   --------    --------    --------
     Net income             $  1,219   $   (197)   $     --    $  1,022
                            ========   ========    ========    ========
     Total assets           $181,000   $ 19,103    $(18,782)   $181,321
                            ========   ========    ========    ========

                                Nine Months Ended September 30, 1998
                            --------------------------------------------
                              Banking    Holding                  Total
                            Operations   Company   Eliminations  Company
                            ----------   -------   ------------  -------
                                           (In thousands)

Net interest income         $  4,575   $    102    $     --    $  4,677
Provision for loan losses         86         --          --          86
Noninterest income               598         --          --         598
Noninterest expense            3,216        289          --       3,505
                            --------   --------    --------    --------
     Income before income
         taxes                 1,871       (187)         --       1,684
Income tax expense               622        (66)         --         556
                            --------   --------    --------    --------
     Net income             $  1,249   $   (121)   $     --    $  1,128
                            ========   ========    ========    ========
     Total assets           $181,217   $ 18,385    $(18,168)   $181,434
                            ========   ========    ========    ========

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 are:
substantial  changes in  interest  rates,  changes in the general  economy,  and
changes in the Company's  strategies for credit-risk  management,  interest-rate
risk  management and investment  activities.  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 September  30, 1999,  and December 31,
1998
--------------------------------------------------------------------------------

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

Cash and cash equivalents  decreased $14,650,  or 33.6%, to $28,985 at September
30, 1999, from $43,635 at December 31, 1998. This decrease is primarily  related
to the increase in securities available for sale

                                        8


<PAGE>
and held to maturity. Cash held in fed funds at December 31, 1998, were invested
to increase yield while still managing interest rate risk.

Securities  available for sale and held to maturity  increased $8,664, or 36.7%,
to $32,249 at September 30, 1999,  primarily due to purchases  totaling  $19,184
less  securities  totaling  $10,176  either  maturing,  being  called  prior  to
maturity, or payments being received.

Loans  receivable,  net, at September 30, 1999,  were  $112,242,  an increase of
$3,033,  or 2.8%,  from  $109,209 at December  31,  1998.  The increase in loans
receivable, net, was primarily due to an increase in the origination of mortgage
loans that were retained in the Banks' portfolios.

The  Company's  consolidated  allowance  for loan losses  decreased  slightly to
$1,048 at September 30, 1999, from $1,081 at December 31, 1998. This decrease of
$33 was due to net charge-offs  over recoveries of $119 offset by a provision of
$86.  Nonperforming  loans, which includes  nonaccruing loans and accruing loans
delinquent  ninety days or more, at September 30, 1999,  decreased to $1,513, or
1.35% of loans receivable, from $2,525, or 2.31% of loans receivable at December
31, 1998.  At September 30, 1999,  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.

Real  estate  owned was $155 at  September  30,  1999,  a decrease  of $569 from
December  31,  1998,  primarily  as a result of the sale of  several  properties
during the nine months ended  September 30, 1999, that were held at December 31,
1998.

Deposits  decreased  $5,572,  or 3.3%, to $161,685 at September  30, 1999,  from
$167,257 at December 31, 1998.  The decrease in deposits is primarily the result
of the maturity of rate sensitive  certificates  of deposit and  fluctuations in
NOW account balances.

The Company had  stockholders'  equity of $18,720 as of September  30, 1999,  an
increase of $517,  or 2.8%,  from $18,203 as of December  31, 1998.  The primary
components of the change were net income for the nine months ended September 30,
1999, of $1,022 less dividends of $.28 per share totaling $695.

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

Traditionally,  the  Banks'  principal  sources  of funds  have  been  deposits,
principal and interest  payments on loans and  mortgage-backed  securities,  and
proceeds from  interest on and  maturities of  investments.  In addition,  First
Federal has borrowing  ability from the Federal Home Loan Bank of Atlanta if the
need for  additional  funds  arises.  At  September  30,  1999,  the  Banks  had
commitments  to originate and fund loans of $8.4 million.  The Banks  anticipate
that  they  will  have   sufficient   funds  available  to  meet  their  current
commitments.

First  Federal is required by regulation  to maintain  minimum  levels of liquid
assets.  The liquidity  ratio of First Federal at September 30, 1999, was 23.8%,
which  exceeded  the  applicable   regulatory   requirement.   Under  applicable
regulations,  First  Federal,  First State 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 September 30, 1999.

                                        9
<PAGE>
<TABLE>
<CAPTION>
                                              First Federal              First State                The Company
                                              -------------              -----------                -----------
RISK-BASED CAPITAL RATIOS
Tier 1 Capital:
<S>                                           <C>       <C>              <C>      <C>            <C>         <C>
Stockholders' Equity less goodwill            $12,614    9.55%           $ 3,668   7.72%         $  17,582    9.70%
Minimum Required                                5,285    4.00%             1,901   4.00%             7,253    4.00%
                                              -------   -----            -------  -----          ---------   -----
Excess                                        $ 7,329    5.55%           $ 1,767   3.72%         $  10,329    5.70%
                                              =======   =====            =======  =====          =========   =====
Total Capital:
Tier 1 Capital plus allowances
  for loan losses                             $13,381   16.20%           $ 3,948  14.83%         $  18,629   16.70%
Minimum Required                                6,609    8.00%             2,130   8.00%             8,783    8.00%
                                              -------   -----            -------  -----          ---------   -----
Excess                                        $ 6,772    8.20%           $ 1,818   6.83%         $   6,921    8.70%
                                              =======   =====            =======  =====          =========   =====
Total Risk-weighted Assets                    $82,613                    $26,619                 $ 109,782
                                              =======                    =======                 =========

LEVERAGE RATIO
Tier 1 Capital                                $12,614    9.55%           $ 3,668   7.72%         $  17,582    9.70%
Minimum Leverage Requirement                    5,285    4.00%             1,901   4.00%             7,253    4.00%
                                              -------   -----            -------  -----          ---------   -----
Excess                                        $ 7,329    5.55%           $ 1,767   3.72%         $  10,329    5.70%
                                              =======   =====            =======  =====          =========   =====

TANGIBLE CAPITAL RATIO
Tangible Capital                              $12,614    9.55%                  N/A                       N/A
Tangible Capital Requirement                    1,982    1.50%
                                              -------   -----
Excess                                        $10,632    8.05%
                                              =======   =====
</TABLE>

As of September  30,  1999,  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 Banks' liquidity, capital resources or operations.

Results of Operations - Comparison of the Three Months Ended  September 30, 1999
and 1998
--------------------------------------------------------------------------------

Net income for the three months ended  September 30, 1999, was $378, an increase
of $12, or 3.3%,  from net income of $366 for the three months  ended  September
30, 1998. The increase was primarily attributable to an increase in net interest
income, offset by a slight increase in nonoperating expense.

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

Total  interest  income  decreased  $91, or 2.7%, to $3,284 for the three months
ended  September 30, 1999.  This decrease was primarily due to a decrease in the
average  yield  on   interest-earning   assets  to  8.0%,   from  8.1%  for  the
corresponding  quarter of the previous year,  combined with a slight decrease in
the average balance of interest-earning assets.

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

Interest  expense  for the quarter  ended  September  30,  1999,  was $1,614,  a
decrease of $221,  or 12.0%,  from $1,835 for the quarter  ended  September  30,
1998.  The decrease was  primarily  the result of a decrease in the average rate
paid on deposits  for the three months ended  September  30, 1999,  to 4.2% from
4.6% for the  corresponding  quarter of the  previous  year,  in  addition  to a
decrease in the average balance of deposits.

                                       10


<PAGE>
Net Interest Income
-------------------

Net  interest  income for the  quarter  ended  September  30,  1999,  was $1,670
compared to $1,540 for the quarter  ended  September  30, 1998.  The average net
interest spread increased to 3.8% for the three months ended September 30, 1999,
from 3.5% for the same period in the prior  year.  The net  interest  margin was
4.0% for the three  months  ended  September  30,  1999,  and 3.7% for the three
months ended September 30, 1998.

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

Management  increased  the  Company's  total  allowance  for  loan  losses  by a
provision  of $29  during the  quarter  ended  September  30,  1999.  The Banks'
allowances  for loan losses were based on  management's  evaluation  of possible
losses inherent in the loan portfolio and consider,  among other factors,  prior
years' loss experience, economic conditions,  distribution of portfolio loans by
risk class and the estimated value of the underlying collateral.

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

Noninterest  income during the quarter ended September 30, 1999,  increased $31,
to $234, from the September 30, 1998, level of $203. The increase in noninterest
income is primarily the result of an increase in secondary market fees for loans
sold.

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

Noninterest expenses during the quarter ended September 30, 1999, increased $103
to $1,277 from the September 30, 1998, level of $1,174. Increases in noninterest
expense are primarily  related to upgrades in technology  including  preparation
for Year 2000.

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

The provision for income taxes  increased $45, or 25.7%, to $220 for the quarter
ended September 30, 1999, as compared to the corresponding  quarter in 1998. The
increased tax expense was the result of the increase in pretax income.

Results of Operations - Comparison  of the Nine Months Ended  September 30, 1999
and 1998
--------------------------------------------------------------------------------

Net income for the nine months ended September 30, 1999, was $1,022,  a decrease
of $106, from net income of $1,128 for the nine months ended September 30, 1998.
The decrease was  primarily  attributable  to a slight  increase in  noninterest
expense  which is  partially  related to the  upgrades in  technology  including
preparation for Year 2000.

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

Total  interest  income  decreased  $435, or 4.3%, to $9,703 for the nine months
ended  September 30, 1999.  This decrease was primarily the result of a decrease
in the  average  yield on the  interest-earning  assets to 7.7%  during the nine
months  ended  September  30,  1999,  from 8.1%  during  the nine  months  ended
September  30, 1998.  The decrease  was  partially  offset by an increase in the
average balance of interest-

                                       11


<PAGE>

earning  assets during the nine months ended  September 30, 1999, as compared to
the nine months ended September 30, 1998.

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

Interest  expense for the nine months ended September 30, 1999,  decreased $422,
or 7.7%, to $5,039, from $5,461 during the nine months ended September 30, 1998.
This decrease was primarily attributable to a reduction in the average rate paid
on deposits to 4.1% for the nine month period ended September 30, 1999, compared
to 4.5% for the same period a year ago.

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

Net interest income for the nine months ended September 30, 1999, decreased $13,
or 0.3%,  to $4,664,  from $4,677 for the nine months ended  September 30, 1998.
The amount was basically  unchanged  because the average net interest spread for
the  nine  months  ended  September  30,  1999,  and for the nine  months  ended
September  30,  1998,  remained  unchanged  at  3.6%.  The net  interest  margin
decreased to 3.7% in the nine months ended  September 30, 1999, from 3.8% in the
nine months ended September 30, 1998.

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

The Company's consolidated  allowances for loan losses are based on management's
evaluation  of  possible  losses  inherent in the loan  portfolios.  Among other
factors,  management  considers  historical loss  experience,  current  economic
conditions,  distribution of the loan portfolios by risk class and the estimated
value  of the  underlying  collateral.  The  allowances  for  loan  losses  were
increased by  provisions  totaling $86 for the nine months ended  September  30,
1999.  These provisions were recorded to maintain the allowances for loan losses
at adequate levels based on management's best estimates.

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

Noninterest income for the nine months ended September 30, 1999, totaled $703 as
compared to $598 for the nine months ended  September 30, 1998.  The increase in
noninterest  income is primarily  the result of an increase in secondary  market
fees for loans sold.

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

Noninterest  expenses during the nine months ended September 30, 1999, increased
$162 to $3,668 from the fiscal 1998 level of $3,505. The increase in noninterest
expense is partially related to upgrades in technology including preparation for
Year 2000.

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

The provision for income taxes  increased $35, to $591 for the nine months ended
September 30, 1999, as compared to the  corresponding  period of the prior year.
The  increased  tax  expense  was due to a slight  increase  in the rate used to
determined the tax provision.

                                       12

<PAGE>
Year 2000
---------

The Company has addressed, and will continue to address, the issue of Year 2000,
which  relates to software  originally  being  written  using a two digit format
rather than a four digit format to represent  the year.  The date change  format
requires modification to some software and computer systems so that dates beyond
December 31, 1999, will be properly recognized. The Banks have formed committees
to assess,  test,  prepare and overview the applicable  software,  equipment and
related  technologies  related to Year 2000 readiness.  This assessment  covered
both information technology systems and non-information technology systems.

The Banks rely primarily  upon a third party  processor and other vendors rather
than  internally-generated  software.  Based on the  analysis  of  software  and
equipment, in addition to ongoing discussions with vendors, the Company believes
that upgrades,  modifications  or conversion of software  planned by the Company
and the third party vendors will properly address the Year 2000 issue. The third
party  processor,  which processes all customer related data, has represented to
the Banks that the testing of the software had been  substantially  completed at
September  30,  1999.  The Banks  have  adopted  Year  2000 Test  Plans and have
conducted testing and evaluated results.  Management presently believes that the
Year 2000  issue  will not pose a  substantial  internal  operating  risk to the
Company.

Additionally,  the Company has  assessed the  readiness of various  suppliers of
other services.  There can be no guarantee,  however,  that the systems of these
outside  parties will be Year 2000  compliant on a timely basis.  In turn,  this
could result in disruption to the operations of the Company.

The Banks have  adopted a Year 2000  Contingency  Plan which  would  replace its
computerized  operations  with a manual  system,  if  necessary.  The Banks have
substantially  completed  testing  of  the  Year  2000  Contingency  Plan  as of
September 30, 1999.

The Banks are educating and assisting  customers in identifying  their Year 2000
issues.  It has been  determined that this is a relatively low risk area in that
the Banks' commercial  customers have a minimal reliance on computers to conduct
business.

Total Year 2000 costs include such items as payroll  costs,  upgrading  existing
software applications, replacing certain hardware and customer awareness program
materials. The Banks do not have a system that specifically tracks all costs and
time spent on the Year 2000 issue.  The Company is in the process of  estimating
total  expense  related to Year 2000.  Externally  generated  expenses  incurred
during the quarter ended September 30, 1999, are not considered significant.

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

From time to time, the Banks are parties to routine legal proceedings  occurring
in the ordinary course of business.  At September 30, 1999,  there were no legal
proceedings  to which the  Company or the Banks 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.

                                       13

<PAGE>
ITEM 2.  CHANGES IN 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

None.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits.

         Exhibit 27 - Financial Data Schedule (SEC use only).

(b)      Reports on Form 8-K.
         None.

                                       14

<PAGE>
                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                        FIRSTFED BANCORP, INC.


Date: November 11, 1999                 \s\ B. K. Goodwin, III
                                        ----------------------------------------
                                            B. K. Goodwin, III,
                                            Chairman of the Board,
                                            Chief Executive Officer
                                            and President

Date: November 11, 1999                 \s\ Lynn J. Joyce
      -------------------------         ----------------------------------------
                                            Lynn J. Joyce
                                            Chief Financial Officer, Vice
                                            President, Secretary and Treasurer

                                       15