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 JUNE 30, 2002
|_|      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 August 9, 2002
----------------------------                       -----------------------------
Common Stock, $.01 par value                             2,325,052 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 JUNE 30, 2002 AND DECEMBER 31, 2001................................2

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE
  AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001..............................3

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
  FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001..........................4

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
  SIX MONTHS ENDED JUNE 30, 2002 AND 2001..................................5

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

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
              OF OPERATION.................................................10

PART II - OTHER INFORMATION

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

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.........................15

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES...................................15

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............16

ITEM 5.  OTHER INFORMATION.................................................16

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K..................................16

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

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.



                                        1


<PAGE>



                         PART I - FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS
                             FIRSTFED BANCORP, INC.
                             ----------------------
       UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
       ------------------------------------------------------------------
                    As of June 30, 2002 and December 31, 2001
                          (Dollar amounts in thousands)
<TABLE>
<CAPTION>

                                                                                      June 30,     December 31,
ASSETS                                                                                  2002           2001
                                                                                        ----           ----
<S>                                                                                  <C>             <C>
Cash and Cash Equivalents:
         Cash on hand and in banks                                                   $   2,857       $   3,358
         Interest-bearing deposits in other banks                                       15,745          11,949
         Federal funds sold                                                              3,778           7,298
                                                                                     ---------       ---------
                                                                                        22,380          22,605
                                                                                     ---------       ---------
Securities available-for-sale, at fair value                                            15,476           6,577
Loans held for sale                                                                        248           2,158
Securities held-to-maturity, at amortized cost, fair
     value of $18,890 and $29,433, respectively                                         18,023          28,840
Loans receivable, net                                                                  111,949         108,986
Bank owned life insurance                                                                5,457           4,545
Land, buildings and equipment, net                                                       4,309           3,566
Goodwill                                                                                   983             983
Real estate owned                                                                        1,031           1,387
Accrued interest receivable                                                              1,720           1,840
Other assets                                                                             1,243             740
                                                                                     ---------       ---------
                                                                                     $ 182,819       $ 182,227
                                                                                     =========       =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
         Deposits                                                                    $ 145,913       $ 146,069
         Other borrowings                                                               17,605          17,000
         Accrued interest payable                                                          256             303
         Dividends payable                                                                 162             162
         Other liabilities                                                                 553             227
                                                                                     ---------       ---------
                                                                                       164,489         163,761
Stockholders' Equity:
         Preferred stock, $.01 par value, 1,000,000 shares
           authorized, none outstanding                                                     --              --
         Common stock, $.01 par value, 10,000,000 shares
           authorized, 3,152,205 shares issued and 2,322,257 shares outstanding
           at June 30, 2002 and 3,141,780 shares issued and 2,311,832 shares
           outstanding at
           December 31, 2001                                                                31              31
         Paid-in capital                                                                 8,130           8,081
         Retained earnings                                                              16,727          17,079
         Deferred compensation obligation                                                1,780           1,766
         Deferred compensation treasury stock (197,133 shares at
           June 30, 2002 and 197,602 shares at December 31, 2001)                       (1,780)         (1,792)
         Treasury stock, at cost, 829,948 shares at June
           30, 2002 and December 31, 2001                                               (6,088)         (6,088)
         Unearned compensation                                                            (591)           (666)
         Accumulated other comprehensive income                                            121              55
                                                                                     ---------       ---------
                                                                                        18,330          18,466
                                                                                     ---------       ---------
                                                                                     $ 182,819       $ 182,227
                                                                                     =========       =========
</TABLE>


See accompanying notes to unaudited condensed consolidated financial statements.

                                        2


<PAGE>



                             FIRSTFED BANCORP, INC.
                             ----------------------
              UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
              -----------------------------------------------------
            For the Three and Six Months Ended June 30, 2002 and 2001
             (Dollar amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>

                                                        Three Months Ended                 Six Months Ended
                                                             June 30,                           June 30,
                                                             --------                           --------
                                                     2002              2001             2002              2001
                                                     ----              ----             ----              ----
<S>                                               <C>               <C>              <C>               <C>
INTEREST INCOME:
         Interest and fees on loans               $     2,195       $     2,742      $     4,444       $     5,561
         Interest and dividends on
           securities                                     493               433              993               960
         Other interest income                             71               251              151               418
                                                  -----------       -----------      -----------       -----------
           Total interest income                        2,759             3,436            5,588             6,939
                                                  -----------       -----------      -----------       -----------

INTEREST EXPENSE:
         Interest on deposits                           1,030             1,593            2,165             3,185
         Interest on other borrowings                     223               224              444               416
                                                  -----------       -----------      -----------       -----------
           Total interest expense                       1,253             1,817            2,609             3,601
                                                  -----------       -----------      -----------       -----------

  Net interest income                                   1,506             1,619            2,979             3,338
         Provision (credit) for loan losses               285                14              681               (47)
                                                  -----------       -----------      -----------       -----------
  Net interest income after
    provision for loan losses                           1,221             1,605            2,298             3,385
                                                  -----------       -----------      -----------       -----------

NONINTEREST INCOME:
         Fees and other noninterest
           income                                         403               311              704               580
         Bank owned life insurance                         81                39              162                39
                                                  -----------       -----------      -----------       -----------
           Total noninterest income                       484               350              866               619
                                                  -----------       -----------      -----------       -----------

NONINTEREST EXPENSE:
         Salaries and employee benefits                   733               858            1,531             1,715
         Unusual pension expense                          238                --              238                --
         Office building and equipment
           expenses                                       180               151              317               301
         Amortization of goodwill                          --                27               --                54
         Other operating expenses                         540               413              963               900
                                                  -----------       -----------      -----------       -----------
           Total noninterest expense                    1,691             1,449            3,049             2,970
                                                  -----------       -----------      -----------       -----------

  Income before income taxes                               14               506              115             1,034
         (Credit) provision for income taxes              (24)              170              (21)              367
                                                  -----------       -----------      -----------       -----------
  NET INCOME                                      $        38       $       336      $       136       $       667
                                                  ===========       ===========      ===========       ===========
AVERAGE NUMBER OF SHARES
         OUTSTANDING - BASIC                        2,269,076         2,488,026        2,265,932         2,484,325
                                                  ===========       ===========      ===========       ===========
BASIC EARNINGS PER SHARE                          $       .02       $       .14      $       .06       $       .27
                                                  ===========       ===========      ===========       ===========
AVERAGE NUMBER OF SHARES
         OUTSTANDING - DILUTED                      2,299,083         2,537,021        2,279,199         2,534,852
                                                  ===========       ===========      ===========       ===========
DILUTED EARNINGS PER SHARE                        $       .02       $       .13      $       .06       $       .26
                                                  ===========       ===========      ===========       ===========
DIVIDENDS DECLARED PER SHARE                      $       .07       $       .07      $       .21       $       .24
                                                  ===========       ===========      ===========       ===========

</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.

                                        3
<PAGE>

                             FIRSTFED BANCORP, INC.
                             ----------------------
       UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
       -------------------------------------------------------------------
                 For the Six Months Ended June 30, 2002 and 2001
             (Dollar amounts in thousands, except per share amounts)


<TABLE>
<CAPTION>
                                                                                        Deferred
                                                                         Deferred        Compen-
                                                                          Compen-        sation
                                            Common        Paid-In        Retained        sation           Treasury       Treasury
                                             Stock        Capital        Earnings       Obligation          Stock          Stock
                                             -----        -------        --------       ----------          -----          -----
<S>                                        <C>            <C>            <C>             <C>            <C>             <C>
BALANCE, December 31, 2000                 $   31$          7,954        $16,823         $ 1,580         $  (1,654)     $    (3,752)
     Net income                                 --            667             --              --                --               --
     Change in fair value of
         securities available-
         for-sale, net of tax
         of $24                                 --             --             --              --                --               --

     Comprehensive income                       --             --             --              --                --               --

     Amortization of unearned
         compensation                           --             --             --              --                --               --
     Dividends declared ($.24
         per share)                             --             --           (611)             --                --               --
     Exercise of stock options                  --             15             --              --                --               --
     Change in stock value of
         Employee Stock
         Ownership Plan                         --            (10)            --              --                --               --
     Amortization of Deferred
         Compensation                           --             --             --              22                --               --
     Purchase of Deferred
         Compensation Treasury                  --             --             --              69               (69)              --
     Stock issued under Dividend
         Reinvestment Plan                      --             67             --              --                --               --
                                           -------        -------        -------         -------         ---------      -----------

BALANCE, June 30, 2001                     $    31        $ 8,026        $16,879         $ 1,671         $  (1,723)     $    (3,752)
                                           =======        =======        =======         =======         =========      ===========

BALANCE, December 31, 2001                 $    31        $ 8,081        $17,079         $ 1,766         $  (1,792)     $    (6,088)
     Net income                                 --            136             --              --                --               --
     Change in fair value of
         securities available-
         for-sale, net of tax
         of $37                                 --             --             --              --                --               --

     Comprehensive income                       --             --             --              --                --               --

     Amortization of unearned
         compensation                           --             --             --              --                --               --
     Dividends declared ($.21
         per share)                             --             --           (488)             --                --               --
     Change in stock value of
         Employee Stock
         Ownership Plan                         --            (18)            --              --                --               --
     Amortization of Deferred
         Compensation                           --             --             --              26                --               --
     Distribution of Deferred
         Compensation Treasury,
         net of purchases                       --             --             --             (12)               12               --
     Stock issued under Dividend
         Reinvestment Plan                      --             67             --              --                --               --
                                                          -------        -------         -------         ---------      -----------

BALANCE, June 30, 2002                     $    31        $ 8,130        $16,727         $ 1,780         $  (1,780)     $    (6,088)
                                           =======        =======        =======         =======         =========      ===========

<CAPTION>

                                                   Accumulated
                                                      Other
                                       Unearned      Compre-       Compre-
                                        Compen-      hensive       hensive
                                        sation        Income       Income
                                        ------        ------       ------

<S>                                    <C>           <C>        <C>
BALANCE, December 31, 2000             $  (811)      $   (11)
     Net income                             --            --    $   667
     Change in fair value of
         securities available-
         for-sale, net of tax
         of $24                             --            38         38
                                                                -------
     Comprehensive income                   --            --    $   705
                                                                =======
     Amortization of unearned
         compensation                       86            --
     Dividends declared ($.24
         per share)                         --            --
     Exercise of stock options              --            --
     Change in stock value of
         Employee Stock
         Ownership Plan                     --            --
     Amortization of Deferred
         Compensation                       --            --
     Purchase of Deferred
         Compensation Treasury              --            --
     Stock issued under Dividend
         Reinvestment Plan                  --            --
                                       -------       -------

BALANCE, June 30, 2001                 $  (725)          $27
                                       =======       =======

BALANCE, December 31, 2001             $  (666)      $    55
     Net income                             --            --    $   136
     Change in fair value of
         securities available-
         for-sale, net of tax
         of $37                                           66         66
                                                                -------
     Comprehensive income                   --                  $   202
                                                                =======
     Amortization of unearned
         compensation                       75            --
     Dividends declared ($.21
         per share)                         --            --
     Change in stock value of
         Employee Stock
         Ownership Plan                     --            --
     Amortization of Deferred
         Compensation                       --            --
     Distribution of Deferred
         Compensation Treasury,
         net of purchases                   --            --
     Stock issued under Dividend
         Reinvestment Plan                  --            --
                                       -------       -------

BALANCE, June 30, 2002                 $  (591)      $   121
                                       =======       =======

</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.

                                        4


<PAGE>



                             FIRSTFED BANCORP, INC.
                             ----------------------
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
            ---------------------------------------------------------
                 For the Six Months Ended June 30, 2002 and 2001
                          (Dollar amounts in thousands)
<TABLE>
<CAPTION>

                                                                                         Six Months Ended
                                                                                              June 30,
                                                                                              --------
CASH FLOWS FROM OPERATING ACTIVITIES:                                                 2002              2001
                                                                                      ----              ----
<S>                                                                                 <C>               <C>
 Net income                                                                         $    136          $    667
  Adjustments to reconcile net income
      to net cash provided by (used in) operating activities:
     Depreciation, amortization and accretion                                            121                89
     Loan fees deferred, net                                                               1               148
     Provision (credit) for loan losses                                                  681               (47)
     Provision for real estate owned losses                                               --               135
     Loss on sale of real estate, net                                                     15                52
     Origination of loans held for sale                                               (5,745)           (7,053)
     Proceeds from loans held for sale                                                 7,655             6,379
     Amortization of goodwill                                                             --                54
     Provision for deferred compensation                                                  18                69
     Gain on sale of fixed assets                                                        (91)               --
     Increase in cash surrender value of Bank Owned Life Insurance                      (162)               --
     Decrease (increase) in assets:
         Accrued interest receivable                                                     120                28
         Other assets                                                                   (503)               45
     Increase (decrease) in liabilities:
         Accrued interest payable                                                        (47)              305
         Other liabilities                                                               326               404
                                                                                    --------          --------
           Net cash provided by (used in) operating activities                         2,525             1,275
                                                                                    --------          --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from maturities of securities available-for-sale                            2,250             4,854
  Proceeds from the sale of securities available-for-sale                              1,472             1,800
  Purchase of securities available-for-sale                                           (1,500)           (2,004)
  Proceeds from maturities, calls and repayments received on securities
    held-to-maturity                                                                   3,753             9,775
  Purchase of securities held-to-maturity                                             (4,000)          (16,681)
  Purchase of Bank Owned Life Insurance                                                 (750)           (4,250)
  Proceeds from sale of real estate and repossessed assets                             1,448               690
  Net loan repayments (originations)                                                  (4,681)            3,574
  Proceeds from sale of fixed assets                                                     116                --
  Capital expenditures                                                                  (868)             (111)
                                                                                    --------          --------
         Net cash provided by (used in) investing activities                          (2,760)           (2,353)
                                                                                    --------          --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase (decrease) in deposits, net                                                  (156)           10,148
  Proceeds from Federal Home Loan Bank advances                                           --            17,000
  Proceeds from borrowings                                                               605                --
  Proceeds from exercise of stock options                                                 --                15
  Dividends paid                                                                        (488)             (611)
  Proceeds from dividend reinvestment                                                     67                67
  Purchase of treasury stock for Deferred Compensation Plan                              (18)              (69)
                                                                                    --------          --------
         Net cash provided by (used in) financing activities                              10            26,550
                                                                                    --------          --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                    (225)           25,472
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                      22,605             4,736
                                                                                    --------          --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                          $ 22,380          $ 30,208
                                                                                    ========          ========
SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid during the period for -
     Income taxes                                                                   $    122          $    459
     Interest                                                                          2,656             3,296
  Non-cash transactions -
     Transfer of loans receivable to real estate owned                                 1,212               675
     Reclass of securities from held-to-maturity to available-for-sale                11,018                --

</TABLE>

See accompanying notes to unaudited 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  State  Corporation  ("FSC"),  which  in turn is the sole
shareholder of First Financial Bank ("First  Financial" or "Bank").  On March 8,
2002,  First  Federal  Savings Bank was merged with and into First State Bank of
Bibb County. The name was then changed to First Financial Bank.

The accompanying  unaudited condensed  consolidated  financial  statements as of
June 30, 2002,  and  December  31, 2001,  and for the three and six months ended
June 30, 2002 and 2001,  include the  accounts of the Company 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
and six months  ended  June 30,  2002,  are not  necessarily  indicative  of the
results of operations which may be expected for the entire fiscal year.

These unaudited condensed  consolidated  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, 2001. The accounting policies followed by the Company are set forth
in the Summary of Significant  Accounting Policies in the Company's December 31,
2001, Consolidated Financial Statements.

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

Earnings  per share for the three and six months  ended June 30,  2002 and 2001,
respectively, were as follows:

<TABLE>
<CAPTION>
                                                         Three Months                                    Three Months
                                                      Ended June 30, 2002                             Ended June 30, 2001
                                                      -------------------                             -------------------
                                                           Dilutive                                        Dilutive
                                                          Effect of                                       Effect of
                                                           Options                                         Options
                                             Basic          Issued         Diluted           Basic          Issued          Diluted
                                             -----          ------         -------           -----          ------          -------
<S>                                       <C>                             <C>             <C>                             <C>
Net income                                $   38,000              --      $   38,000      $  336,000              --      $  336,000
Average common shares
   outstanding                             2,269,076          30,007       2,299,083       2,488,026          48,995       2,537,021
                                          ----------      ----------      ----------      ----------      ----------      ----------

Earnings per share                        $     0.02              --      $     0.02      $     0.14              --      $     0.13
                                          ==========      ==========      ==========      ==========      ==========      ==========

</TABLE>


                                        6
<PAGE>
<TABLE>
<CAPTION>

                                                          Six Months                                      Six Months
                                                      Ended June 30, 2002                             Ended June 30, 2001
                                                      -------------------                             -------------------
                                                           Dilutive                                        Dilutive
                                                          Effect of                                       Effect of
                                                           Options                                         Options
                                             Basic          Issued         Diluted           Basic          Issued          Diluted
                                             -----          ------         -------           -----          ------          -------
<S>                                       <C>                             <C>             <C>                             <C>
Net income                                $  136,000              --      $  136,000      $  667,000              --      $  667,000
Average common shares
   outstanding                             2,265,932          13,266       2,279,198       2,484,325          50,527       2,534,852
                                          ----------      ----------      ----------      ----------      ----------      ----------

Earnings per share                        $     0.06              --      $     0.06      $     0.27              --      $     0.26
                                          ==========      ==========      ==========      ==========      ==========      ==========
</TABLE>

Options to purchase  66,574 shares of common stock at prices  ranging from $7.75
to $12.50 were outstanding  during the three and six months ended June 30, 2002,
and options to purchase  76,574  shares of common  stock at prices  ranging from
$7.75 to $12.50 were outstanding  during the three and six months ended June 30,
2001,  respectively,  but were not  included in the  computation  of diluted EPS
because the options' exercise price was greater than the average market price of
the common  stock.  The options will expire at various  times over the next nine
years.  There were 52,717 and 61,503 shares of common stock held by the Employee
Stock  Ownership Plan and  unallocated at June 30, 2002 and 2001,  respectively.
These shares are outstanding but not included in the computation of earnings per
share.

Dividends declared for the quarter ended June 30, 2002,  consisted of a $.07 per
share quarterly dividend and, for the six months ended June 30, 2002,  consisted
of $.14 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 six months ended June 30, 2002 and 2001.

<TABLE>
<CAPTION>
                                                          Three Months Ended June 30, 2002
                                                          --------------------------------
                                            Banking         Holding                                Total
                                          Operations        Company          Eliminations         Company
                                          ----------        -------          ------------         -------
                                                                   (In thousands)
<S>                                       <C>              <C>                 <C>               <C>
Net interest income                       $   1,497        $       9           $      --         $   1,506
Provision for loan losses                       285               --                  --               285
Noninterest income                              459               25                  --               484
Noninterest expense                           1,593               98                  --             1,691
                                          ---------        ---------           ---------         ---------
     Income before income
         taxes                                   78              (64)                 --                14
Provision (credit) for income taxes               8              (32)                 --               (24)
                                          ---------        ---------           ---------         ---------
     Net income                           $      70        $     (32)          $      -- $              38
                                          =========        =========           =========         =========
     Total assets                         $ 181,468        $  19,327           $ (17,976)        $ 182,819
                                          =========        =========           =========         =========
</TABLE>


                                                    7


<PAGE>

<TABLE>
<CAPTION>
                                                         Three Months Ended June 30, 2001
                                                         --------------------------------
                                           Banking          Holding                            Total
                                          Operations        Company      Eliminations         Company
                                          ----------        -------      ------------        ---------
                                                                 (In thousands)
<S>                                       <C>              <C>             <C>               <C>
Net interest income                       $   1,598        $      21              --         $   1,619
Provision for loan losses                        14               --              --                14
Noninterest income                              350               --              --               350
Noninterest expense                           1,270              179              --             1,449
                                          ---------        ---------       ---------         ---------
     Income before income
         taxes                                  664             (158)             --               506
Provision (credit) for income taxes             225              (55)             --               170
                                          ---------        ---------       ---------         ---------
     Net income                           $     439        $    (103)      $      --         $     336
                                          =========        =========       =========         =========
     Total assets                         $ 189,223        $  21,246       $ (25,134)        $ 185,335
                                          =========        =========       =========         =========

<CAPTION>


                                                           Six Months Ended June 30, 2002
                                                           ------------------------------
                                            Banking          Holding                             Total
                                           Operations        Company        Eliminations        Company
                                           ----------        -------        ------------       ---------
                                                                  (In thousands)
<S>                                        <C>              <C>               <C>              <C>
Net interest income                        $   2,962        $      17         $      --        $    2,979
Provision (credit) for loan losses               681               --                --               681
Noninterest income                               816               50                --               866
Noninterest expense                            2,821              228                --             3,049
                                           ---------        ---------         ---------         ---------
     Income before income
         taxes                                   276             (161)               --               115
Provision (credit) for income taxes               55              (76)               --               (21)
                                           ---------        ---------         ---------         ---------
     Net income                            $     221        $     (85)        $      --         $     136
                                           =========        =========         =========         =========
     Total assets                          $ 181,468        $  19,327         $ (17,976)        $ 182,819
                                           =========        =========         =========         =========
<CAPTION>

                                                             Six Months Ended June 30, 2001
                                                             ------------------------------
                                            Banking           Holding                              Total
                                           Operations         Company         Eliminations        Company
                                           ----------         -------         ------------        ---------
                                                                       (In thousands)
<S>                                        <C>               <C>               <C>               <C>
Net interest income                        $   3,298         $      40         $       --        $    3,338
Provision for loan losses                        (47)               --                 --               (47)
Noninterest income                               619                --                 --               619
Noninterest expense                            2,601               369                 --             2,970
                                           ---------         ---------         ----------         ---------
     Income before income
         taxes                                 1,363              (329)                --             1,034
Provision (credit) for income taxes              482              (115)                --               367
                                           ---------         ---------         ----------         ---------
     Net income                            $     881         $    (214)        $       --         $     667
                                           =========         =========         ==========         =========
     Total assets                          $ 189,223         $  21,246         $  (25,134)        $ 185,335
                                           =========         =========         ==========         =========
</TABLE>


                                        8

<PAGE>



4.   RECENT ACCOUNTING PRONOUNCEMENT:
     --------------------------------

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
No.  141,Business  Combinations  ("Statement No. 141"),  which requires that the
purchase method of accounting be used for all business  combinations  after June
30,  2001,  and  Statement  No.  142,   Goodwill  and  Other  Intangible  Assets
("Statement   142"),   which  changed  the   accounting  for  goodwill  from  an
amortization method to an impairment- only approach.  Upon adoption of Statement
142 on January 1, 2002, the Company  ceased  amortizing  goodwill.  Based on the
initial  goodwill  impairment  test  completed  by June 30,  2002 as required by
Statement 142, no goodwill impairment was indicated.  The company had no changes
in the  carrying  amount of goodwill  from  December  31, 2001 to June 30, 2002.
Also, the Company has no intangible assets other than goodwill.

The following table is a reconciliation of net income, basic earnings per share,
and diluted earnings per share with and without goodwill amortization:

<TABLE>
<CAPTION>
                                                         Three Months Ended                    Six Months Ended
                                                              June 30,                             June 30,
                                                              --------                             --------
                                                       2002               2001              2002               2001
                                                       ----               ----              ----               ----
                                                             (Dollars in thousands, except per share data)
<S>                                                   <C>               <C>                <C>                <C>
Reported net income                                   $   38            $   336            $   136            $   667
Add back: Goodwill amortization                           --                 27                 --                 54
                                                      ------            -------            -------            -------
Adjusted net income                                   $   38            $   363            $   136            $   721
                                                      ======            =======            =======            =======

Basic earnings per share:
     Reported net income                              $  .02            $   .14            $   .06            $   .27
     Goodwill amortization                                --                .01                 --                .02
                                                      ------            -------            -------            -------
     Adjusted net income                              $  .02            $   .15            $   .06            $   .29
                                                      ======            =======            =======            =======

Diluted earnings per share:
     Reported net income                              $  .02            $   .13            $   .06            $   .26
     Goodwill amortization                                --                .01                 --                .02
                                                      ------            -------            -------            -------
     Adjusted net income                              $  .02            $   .14            $   .06            $   .28
                                                      ======            =======            =======            =======
</TABLE>

In June  2001,  the FASB  issued  SFAS  143,  Accounting  for  Asset  Retirement
Obligations, which requires entities to record the fair value of a liability for
an asset retirement  obligation in the period in which it is incurred.  When the
liability is initially recorded, the entity capitalizes a cost by increasing the
carrying  amount of the related  long-lived  asset.  Over time, the liability is
accreted  to its  present  value  each  period,  and  the  capitalized  cost  is
depreciated  over the useful life of the related asset.  Upon  settlement of the
liability,  an entity either settles the  obligation for its recorded  amount or
incurs a gain or loss upon  settlement.  This  Statement is effective for fiscal
years  beginning after June 15, 2002. The Company does not expect this Statement
to have a material impact on the Condensed Consolidated Financial Statements.

In August  2001,  the FASB issued SFAS 144,  Accounting  for the  Impairment  of
Long-Lived  Assets,  which  replaces SFAS 121,  Accounting for the Impairment of
Long-Lived  Assets and for  Long-Lived  Assets to Be  Disposed  Of. The  primary
objectives of this Statement are to develop one accounting model, based upon the
framework  established in SFAS 121, for  long-lived  assets to be disposed of by
sale and to address significant

                                        9


<PAGE>

implementation  issues.  This Statement  requires that  long-lived  assets being
disposed of be measured at the lower of carrying  amount or fair value less cost
to  sell,   whether  reported  in  continuing   operations  or  in  discontinued
operations. Therefore, discontinued operations will no longer be measured at net
realizable  value or include  amounts  for  operating  losses  that have not yet
occurred.   The  provisions  of  this  Statement  are  effective  for  financial
statements  issued for fiscal  years  beginning  after  December  15,  2001 and,
generally,  are to be applied prospectively.  The adoption of this statement did
not have a material impact to the Condensed Consolidated Financial Statements.

In April 2002, the FASB issued SFAS 145, Recission of FASB Statements No. 4, 44,
64,  Amendment  of FASB  Statement  No. 13,  and  Technical  Corrections,  which
rescinds SFAS 4, Reporting Gains and Losses from Extinguishment of Debt, SFAS 4,
Accounting for Intangible Assets of Motor Carriers, and SFAS 64, Extinguishments
of Debt Made to Satisfy Sinking-Fund  Requirements.  These rescissions eliminate
the requirement to report gains and losses from the extinguishment of debt as an
extraordinary  item,  net of related  income tax effect,  and are  effective for
fiscal years  beginning  after May 15, 2002. This Statement also amends SFAS 13,
Accounting  for Leases,  and requires  that capital  leases that are modified so
that the  resulting  lease  agreement is  classified  as an  operating  lease be
accounted for as a sale-leaseback.  This amendment is effective for transactions
occurring  after  May  15,  2002.   Finally,   this  Statement   amends  several
pronouncements   to  make  technical   corrections  to  existing   authoritative
pronouncements.  The Company  does not expect this  Statement to have a material
impact on the Condensed Consolidated Financial Statements.

In July 2002, the FASB issued Statement No. 146, Accounting for Costs Associated
with Exit or Disposal  Activities.  The standard requires companies to recognize
costs associated with exit or disposal  activities when they are incurred rather
than at the date of a commitment to an exit or disposal plan.  Examples of costs
covered by the standard  include lease  termination  costs and certain  employee
severance  costs  that  are  associated  with  a   restructuring,   discontinued
operation,  plant closing, or other exit or disposal activity. This statement is
to be applied  prospectively  to exit or  disposal  activities  initiated  after
December 31, 2002. The Company does not expect this to have a material impact on
the Condensed Consolidated Financial Statements.

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 June 30, 2002, and December 31, 2001
----------------------------------------------------------------------------

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

                                       10
<PAGE>


Securities  available-for-sale and held-to-maturity  decreased $1,918, or 5.41%,
to a total of $33,499  at June 30,  2002.  During the six months  ended June 30,
2001, proceeds totaling $7,475 were received from investment calls,  maturities,
sales and repayments,  but was offset by purchases  totaling $5,500. The Company
reclassed  $11.0 million in treasury and agency bonds from  held-to-maturity  to
available-for-sale  in connection  with the merger of First Federal Savings Bank
with and into the  commercial  bank  subsidiary to be  consistent  with the Bank
classification.

Loans receivable,  net, at June 30, 2002, were $111,949,  an increase of $2,693,
or 2.47%,  from $108,986 at December 31, 2001. The increase in loans receivable,
net, was primarily  due to an increase in the  origination  of portfolio  loans,
primarily construction and consumer loans.

The Company's  consolidated  allowance for loan losses increased to $823 at June
30, 2002, from $775 at December 31, 2001. This increase of $48 was primarily due
to a provision of $681 net of charge-offs over recoveries of $633. Nonperforming
loans, which include nonaccruing loans and accruing loans delinquent ninety days
or more,  at June 30, 2002,  decreased  to $2,136 or 1.91% of loans  receivable,
from $2,260,  or 2.07% of loans  receivable  at December  31, 2001.  At June 30,
2002,  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,  building and equipment,  net, increased $743, or 20.8%, to $4,309 at June
30,  2002.  The  increase  is  primarily  the result of  constructing  a new and
expanded Hueytown location. The new building was needed as a result of growth at
that  location.  The  previous  Hueytown  location  was  sold  at a gain of $90.
Additionally,  equipment  such  as an ATM  machine,  signs  and  computers  were
purchased in connection with the merger of the subsidiaries.

Real estate owned was $1,031 at June 30, 2002, a decrease of $356 from  December
31, 2001,  as a result of the sale of several  larger  foreclosures,  net of new
foreclosures during the six months ended June 30, 2002.

During the quarter ended June 30, 2002, the Company purchased an additional $750
of Bank  Owned  Life  Insurance  ("BOLI")  on  certain  key  officers.  The life
insurance  policies can be used to provide  funding for  liabilities  associated
with certain  existing  employee  benefits.  Income  earned on the policies will
offset, to some extent, benefit expenses.  Increases in the cash surrender value
of the policies are recorded as a component of noninterest income.

Total  deposits  remained  stable at  $145,913  at June 30,  2002,  compared  to
$146,069 at December 31, 2001.  There were  decreases in  certificate of deposit
accounts as markets adjusted during the six months ended June 30, 2002,  causing
some funds to be  transferred.  However,  there were  increases  in  transaction
accounts that somewhat offset this decline.

Borrowings  of $605 were  recorded  during the six months  ended June 30,  2002,
which  represented  borrowings  on a $1.5  million line of credit by the Company
established for operating purposes.

The Company had stockholders'  equity of $18,330 as of June 30, 2002, a decrease
of $136, or 0.7%,  from $18,466 as of December 31, 2001. The primary  components
of the change were net income for the six months  ended June 30,  2002,  of $136
less dividends of $.21 per share totaling $488.


                                       11

<PAGE>

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

Traditionally,  the  Bank's  principal  sources  of funds  have  been  deposits,
principal and interest  payments on loans and  mortgage-backed  securities,  and
proceeds  from  interest  on  investments  and  maturities  of  investments.  In
addition,  the Bank has  borrowing  ability  from the Federal  Home Loan Bank of
Atlanta if the need for additional funds arises.  At June 30, 2002, the Bank had
commitments to originate and fund loans of $12.4 million.  The Bank  anticipates
that it will have sufficient funds available to meet its current commitments.

The Bank is required by regulation to maintain  minimum levels of liquid assets.
The liquidity ratio of the Bank at June 30, 2002, was 16.1%,  which exceeded the
applicable regulatory requirement.

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 June 30, 2002.


<TABLE>
<CAPTION>
                                                  First Financial               The Company
                                                  ---------------               -----------
<S>                                             <C>          <C>             <C>         <C>
Tier 1 Risk-Based Capital
Stockholders' Equity less goodwill              $15,870      13.06%          $17,226     13.99%
Minimum Required                                  4,862       4.00%            4,924      4.00%
                                                -------      -----           -------     -----
Excess                                          $11,008       9.06%          $12,302      9.99%
                                                =======      =====           =======     =====
Total Risk-Based Capital
Tier 1 Capital plus allowances
  for loan losses                               $16,693      13.73%          $18,049     14.66%
Minimum Required                                  9,723       8.00%            9,849      8.00%
                                                -------      -----           -------     -----
Excess                                          $ 6,970       5.73%          $ 8,200      6.66%
                                                =======      =====           =======     =====
Tier 1 Leverage Capital                         $15,870       8.94%          $17,226      9.70%
Minimum Leverage Requirement                      7,101       4.00%            7,101      4.00%
                                                -------      -----           -------     -----
Excess                                          $ 8,769       4.94%          $10,125      5.70%
                                                =======      =====           =======     =====
</TABLE>

As of June 30, 2002, management was not aware of any trends, events or
uncertainties that 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 June 30, 2002 and
--------------------------------------------------------------------------------
2001
----

Net income for the three  months  ended June 30,  2002,  was $38, a decrease  of
$298,  or 88.7%,  from net  income of $336 for the three  months  ended June 30,
2001.  The decrease was primarily  attributable  to an increase in the provision
for loans losses and the recording of a  nonrecurring  pension  expense,  net of
increases in noninterest income.

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

Total interest income decreased $677, or 19.7%, to $2,759 for the three months
ended June 30, 2002, from $3,436 for the three months ended June 30, 2001. This
decrease was primarily due to a slight decrease in the average balance of
interest-earning assets plus a decrease in the average yield on interest-earning
assets to 6.7%, from 8.1%, for the corresponding quarter of the previous year.

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

Interest expense for the quarter ended June 30, 2002, was $1,253, a decrease of
$564, or 31.0%, from $1,817 for the quarter ended June 30, 2001. The decrease
was primarily the result of a decrease in the average rate paid

                                       12

<PAGE>


for  the  three  months  ended  June  30,  2002,  to  3.1%  from  4.5%  for  the
corresponding   quarter  of  the  previous  year,  plus  a  slight  decrease  in
interest-bearing liabilities.

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

Net interest income for the quarter ended June 30, 2002, was $1,506 compared to
$1,619 for the quarter ended June 30, 2001. The average net interest spread was
consistent at 3.6% for the three months ended June 30, 2002 and 2001. The net
interest margin decreased to 3.7% for the three months ended June 30, 2002, from
3.8% for the three months ended June 30, 2001.

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

Management  increased  the  Company's  total  allowance  for  loan  losses  by a
provision  of $285  during  the  quarter  ended  June 30,  2002.  The  Company's
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 Company's  primary  financial  institution  at the beginning of the year , a
federal  savings  bank,  was  merged  with and into an Alabama  commercial  bank
subsidiary.  In connection with the merger,  the State  Superintendent  required
that First Financial change certain methodologies previously used by the federal
savings bank to evaluate  loan losses,  with  resulted in  additional  loan loss
provisions.  This  adjustment  is in  addition  to a  provision  for loan losses
resulting  from the Company's  evaluation of credit losses  inherent in the loan
portfolio.   The  Company  continually  evaluates  its  credit  risk  and  makes
provisions for loan losses as deemed appropriate in the period incurred.

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

Noninterest  income during the quarter ended June 30, 2002,  increased  $134, to
$484, from $350 for the quarter ended June 30, 2001. The increase in noninterest
income was primarily the result of a $90 gain on the sale of the former Hueytown
branch location and income on Bank Owned Life Insurance.

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

Noninterest  expenses during the quarter ended June 30, 2002,  increased $242 to
$1,691 from the June 30,  2001,  level of $1,449.  The  increase in  noninterest
expense  was  primarily  attributable  to an  unusual  pension  expense of $238,
related to the payment of a pension  obligation.  In accordance  with  Financial
Accounting Standards Board ("FASB") No. 88, a Settlement Calculation resulted in
an  accelerated  expense  charge caused by the extremely low interest  rates and
pension plan asset performance being less than estimated.

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

The provision  (credit) for income taxes decreased $194, or 114.1%, to $(24) for
the quarter  ended June 30, 2002,  as compared to the  corresponding  quarter in
2001.  The decreased tax expense was due to the decrease in pretax income and an
increase in tax-exempt income when compared to the same period a year ago.

                                       13
<PAGE>


Results of  Operations  -  Comparison  of the Six Months Ended June 30, 2002 and
--------------------------------------------------------------------------------
2001
----

Net income for the six months ended June 30, 2002, was $136, a decrease of $531,
or 79.6%,  from net income of $667 for the six months ended June 30,  2001.  The
decrease was  primarily  attributable  to an increase in the  provision for loan
losses and the recording of a nonrecurring pension expense.

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

Total interest income decreased  $1,351,  or 19.5%, to $5,588 for the six months
ended June 30, 2002.  This  decrease was the result of a slight  decrease in the
average balance of interest-earning  assets during the six months ended June 30,
2002, as compared to the six months ended June 30, 2001,  plus a decrease in the
average yield on the interest-earning assets to 6.8% during the six months ended
June 30, 2002, from 8.2% during the six months ended June 30, 2001.

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

Interest  expense for the six months ended June 30,  2002,  decreased  $992,  or
27.5%,  to $2,609,  from $3,601 during the six months ended June 30, 2001.  This
decrease was primarily  attributable to a slight decrease in the average balance
of interest-bearing liabilities for the six months ended June 30, 2002, compared
to the same period a year ago, coupled with an decrease in the average rate paid
on interest-bearing  liabilities to 3.2% for the six month period ended June 30,
2002, compared to 4.5% for the same period a year ago.

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

Net interest  income for the six months ended June 30, 2002,  decreased $359, or
10.8%,  to $2,979,  from  $3,338 for the six months  ended June 30,  2001.  This
decrease was due  primarily to a decrease in the average net interest  spread to
3.6% for the six months ended June 30, 2002,  from 3.7% for the six months ended
June 30, 2001. The net interest margin decreased to 3.6% in the six months ended
June 30, 2002, from 4.0% in the six months ended June 30, 2001.

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

Management  increased  the  Company's  total  allowance  for  loan  losses  by a
provision  of $681  during the six months  ended June 30,  2002.  The  Company's
allowance for loan losses is 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 underlying collateral.

The  Company's  primary  financial  institution  at the beginning of the year, a
federal  savings  bank,  was  merged  with and into an Alabama  commercial  bank
subsidiary.  In connection with the merger,  the State  Superintendent  required
that First Financial change certain methodologies previously used by the federal
savings bank to evaluate loan losses,  with resulted in an additional  loan loss
provisions.  This  adjustment  is in  addition  to a  provision  for loan losses
resulting  from the Company's  evaluation of credit losses  inherent in the loan
portfolio.   The  Company  continually  evaluates  its  credit  risk  and  makes
provisions for loan losses as deemed appropriate in the period incurred.

                                       14

<PAGE>

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

Noninterest  income for the six  months  ended June 30,  2002,  totaled  $866 as
compared  to $619 for the six  months  ended  June 30,  2001.  The  increase  in
noninterest  income  was  primarily  the result of a $90 gain on the sale of the
former Hueytown branch location and income on Bank Owned Life Insurance.

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

Noninterest expenses during the six months ended June 30, 2002, increased $79 to
$3,049 from the 2001 level of $2,970. The increase in noninterest expense from a
year ago is  primarily  attributable  to an  unusual  pension  expense  of $238,
related to the payment of a pension  obligation.  In accordance  with  Financial
Accounting Standards Board ("FASB") No. 88, a Settlement Calculation resulted in
an  accelerated  expense  charge caused by the extremely low interest  rates and
pension  plan asset  performance  being less than  estimated.  This current year
increase was  partially  offset by a provision of $100 for  estimated  losses on
real estate owned recorded in the prior year, which was not necessary in 2002.

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

The  provision  (credit) for income taxes  decreased  $388, to $(21) for the six
months ended June 30, 2002, as compared to $367 for the corresponding  period of
the prior year.  The  decreased  tax  expense was due to the  decrease in pretax
income and an increase  in  tax-exempt  when  compared to the same period a year
ago.

                           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  course of business.  At June 30, 2002,  there were no
legal  proceedings to which the Company 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.  CHANGES IN SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Not applicable.

                                       15

<PAGE>



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

     On  April  23,  2002,   the  Company  held  the  2002  Annual   Meeting  of
     Stockholders.  The election of James B. Koikos,  E. H. Moore, Jr. And James
     E. Mulkin as directors, each for a three-year term, was submitted to a vote
     of the stockholders. The following is the result of the vote:

                                               For          Withheld
                                               ---          --------
            James B. Koikos                1,845,542.78       1,228
            E. H. Moore, Jr.               1,845,542.78       1,228
            James E. Mulkin                1,845,542.78       1,228

There were no broker non-votes in the above matter.

ITEM 5.  OTHER INFORMATION

On March 8, 2002,  First  Federal  Savings  Bank was merged  with and into First
State  Bank of Bibb  County.  The name of First  State  Bank of Bibb  County was
changed to First Financial Bank.

During the quarter ended June 30, 2002,  Mr. Robert E. Paden,  Director,  passed
away.  The Board of  Directors  subsequently  reduced the total  number of Board
members from nine to eight.

Pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002, a certification  of
this report has been submitted to the Securities and Exchange Commission by each
of the Chief Executive Officer and Chief Financial Officer of the Company.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)       Exhibits.
          None.

(b)       Reports on Form 8-K.
          A current report was filed on Form 8-K dated June 25, 2002,  reporting
          under Item 4 the Company's  determination  not to renew the engagement
          of  its  independent   accountants,   Arthur  Andersen  LLP,  and  the
          appointment of KPMG LLP as the Company's new independent accountants.

                                       16
<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: August 13, 2002                   \s\ B. K. Goodwin, III
      ---------------                       ------------------------------------
                                            B. K. Goodwin, III
                                            Chairman of the Board, Chief
                                            Executive Officer and President


Date: August 13, 2002                   \s\ Lynn J. Joyce
      ---------------                       ------------------------------------
                                            Lynn J. Joyce
                                            Chief Financial Officer, Executive
                                            Vice President, Secretary and
                                            Treasurer


                                       17