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, 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 November 4, 2002
----------------------------                     -------------------------------
Common Stock, $.01 par value                            2,328,180 shares

Transitional Small Business Disclosure Format
(Check one):

         YES [X]    NO [ ]


<PAGE>

<TABLE>
<CAPTION>

                             FIRSTFED BANCORP, INC.
<S>                                                                                                            <C>
                                                                                                               Page
PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS:

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
  AS OF SEPTEMBER 30, 2002 AND DECEMBER 31, 2001..................................................................2

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

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

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
  NINE MONTHS ENDED SEPTEMBER 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

ITEM 3.  CONTROL AND PROCEDURES..................................................................................15

PART II - OTHER INFORMATION

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

ITEM 2.  CHANGES IN SECURITIES...................................................................................16

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.........................................................................16

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

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

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

SIGNATURES AND CERTIFICATIONS....................................................................................17

</TABLE>

                                       i.



<PAGE>


                         PART I - FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                             FIRSTFED BANCORP, INC.
                             ----------------------
       UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
       ------------------------------------------------------------------
                 As of September 30, 2002 and December 31, 2001
                          (Dollar amounts in thousands)
                                                                        September 30,December 31,
<S>                                                                    <C>             <C>
ASSETS                                                                    2002            2001
Cash and Cash Equivalents:
         Cash on hand and in banks                                     $   2,642       $   3,358
         Interest-bearing deposits in other banks                         30,076          11,949
         Federal funds sold                                                1,210           7,298
                                                                       ---------       ---------
                                                                          33,928          22,605
                                                                       ---------       ---------
Securities available-for-sale, at fair value                              28,892           6,577
Loans held for sale                                                        1,641           2,158
Securities held-to-maturity, at amortized cost, fair
     value of $0 and $28,469, respectively                                    --          27,876
Restricted stock, at amortized cost, fair value of $964                      964             964
Loans receivable, net                                                    102,065         108,986
Bank owned life insurance                                                  5,549           4,545
Land, buildings and equipment, net                                         4,252           3,566
Goodwill                                                                     983             983
Real estate owned                                                          1,414           1,387
Accrued interest receivable                                                1,427           1,840
Other assets                                                               1,044             740
                                                                       ---------       ---------
                                                                       $ 182,159       $ 182,227
                                                                       ---------       ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
         Deposits                                                      $ 144,527       $ 146,069
         Other borrowings                                                 17,755          17,000
         Accrued interest payable                                            246             303
         Dividends payable                                                   163             162
         Other liabilities                                                   557             227
                                                                       ---------       ---------
                                                                         163,248         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, 3,155,000 shares issued and 2,325,052
           shares outstanding at September 30, 2002 and 3,141,780
           shares issued and 2,311,832 shares outstanding at
           December 31, 2001                                                  31              31
         Paid-in capital                                                   8,141           8,081
         Retained earnings                                                16,587          17,079
         Deferred compensation obligation                                  1,825           1,766
         Deferred compensation treasury stock (202,950 shares at
           September 30, 2002 and 197,602 shares at December
           31, 2001)                                                      (1,825)         (1,792)
         Treasury stock, at cost, 829,948 shares at September
           30, 2002 and December 31, 2001                                 (6,088)         (6,088)
         Unearned compensation                                              (552)           (666)
         Accumulated other comprehensive income                              792              55
                                                                       ---------       ---------
                                                                          18,911          18,466
                                                                       ---------       ---------
                                                                       $ 182,159       $ 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 Nine Months Ended September 30, 2002 and 2001
             (Dollar amounts in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                       Three Months Ended                 Nine Months Ended
                                                      ----------------------            -----------------------
                                                           September 30,                     September 30,
                                                      2002              2001            2002               2001
                                                      ----              ----            ----               ----

<S>                                               <C>               <C>              <C>               <C>
INTEREST INCOME:
         Interest and fees on loans               $     2,132       $     2,566      $     6,576       $     8,127
         Interest and dividends on
           securities                                     500               518            1,493             1,478
         Other interest income                             78               155              229               573
                                                  -----------       -----------      -----------       -----------
           Total interest income                        2,710             3,239            8,298            10,178
                                                  -----------       -----------      -----------       -----------
INTEREST EXPENSE:
         Interest on deposits                             963             1,525            3,128             4,710
         Interest on other borrowings                     226               225              670               641
                                                  -----------       -----------      -----------       -----------
           Total interest expense                       1,189             1,750            3,798             5,351
                                                  -----------       -----------      -----------       -----------
  Net interest income                                   1,521             1,489            4,500             4,827
         Provision for loan losses                      1,022                49            1,703                 2
                                                  -----------       -----------      -----------       -----------
  Net interest income after
    provision for loan losses                             499             1,440            2,797             4,825
                                                  -----------       -----------      -----------       -----------
NONINTEREST INCOME:
         Fees and other noninterest income                327               317            1,031               914
         Gain on sale of loans                            531                --              531                --
         Bank owned life insurance                         92                38              254                77
                                                  -----------       -----------      -----------       -----------
           Total noninterest income                       950               372            1,816               991
                                                  -----------       -----------      -----------       -----------
NONINTEREST EXPENSE:
         Salaries and employee benefits                   743               809            2,274
                                                                                                             2,524
         Unusual pension expense                           --                --              238                --
         Office building and equipment
           expenses                                       193               166              510               467
         Amortization of goodwill                          --                27               --                81
         Other operating expenses                         529               380            1,492             1,280
                                                  -----------       -----------      -----------       -----------
           Total noninterest expense                    1,465             1,382            4,514             4,352
                                                  -----------       -----------      -----------       -----------
  Income (loss) before income taxes                       (16)              430               99             1,464
         Provision (credit) for income taxes              (38)              129              (59)              496
                                                  -----------       -----------      -----------       -----------
  NET INCOME                                      $        22       $       301      $       158       $       968
                                                  ===========       ===========      ===========       ===========

AVERAGE NUMBER OF SHARES
         OUTSTANDING - BASIC                        2,272,059         2,351,739        2,267,997         2,440,014
                                                  ===========       ===========      ===========       ===========
BASIC EARNINGS PER SHARE                          $       .01       $       .13      $       .07       $       .40
                                                  ===========       ===========      ===========       ===========
AVERAGE NUMBER OF SHARES
         OUTSTANDING - DILUTED                      2,309,868         2,389,570        2,290,716         2,485,805
                                                  ===========       ===========      ===========       ===========
DILUTED EARNINGS PER SHARE                        $       .01       $       .13      $       .07       $       .39
                                                  ===========       ===========      ===========       ===========
DIVIDENDS DECLARED PER SHARE                      $       .07       $       .07      $       .28       $       .31
                                                  ===========       ===========      ===========       ===========

</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, 2002 and 2001
             (Dollar amounts in thousands, except per share amounts)

<TABLE>
<CAPTION>

                                                                              Deferred                        Accumulated
                                                                  Deferred     Compen-                           Other
                                                                   Compen-      sation              Unearned    Unearned    Compre-
                                     Common   Paid-In  Retained    sation     Treasury  Treasury    Compen-     Compen-     hensive
                                      Stock   Capital  Earnings  Obligation    Stock     Stock      sation    Income (Loss) Income
                                   --------- --------  --------  ----------  --------   --------    ------    ------------- ------
<S>                                <C>       <C>       <C>        <C>        <C>        <C>           <C>      <C>
BALANCE, December 31, 2000         $      31 $  7,954  $ 16,823   $  1,580   $ (1,654)  $ (3,752)     (811)    $   (11)

     Net income                           --       --       968         --         --         --        --          --     $   968
     Change in unrealized gain
         (loss) on securities
         available for sale, net
         of tax of $54                    --       --        --         --         --         --        --         100         100
                                                                                                                           -------
     Comprehensive income                 --       --        --         --         --         --        --          --     $ 1,068
     Amortization of unearned                                                                                              =======
         compensation                     --       --        --         --         --         --       127          --
     Dividends declared ($.31
         per share)                       --       --      (772)        --         --         --        --          --
     Exercise of stock options            --       15        --         --         --         --        --          --
     Change in stock value of
         Employee Stock
         Ownership Plan                   --      (17)       --         --         --         --        --          --
     Amortization of Deferred
         Compensation                     --       --        --         35         --         --        --          --
     Purchase of Deferred
         Compensation Treasury            --       --        --         93        (93)        --        --          --
     Stock issued under Dividend
         Reinvestment Plan                --       93        --         --         --         --        --          --
     Purchase of Treasury Stock           --       --        --         --         --     (2,336)       --          --
                                     -------  -------   -------    -------    -------   --------   -------     -------
BALANCE, September  30, 2001         $    31  $ 8,045   $17,019    $ 1,708   $ (1,747)  $ (6,088)  $  (684)    $    89
                                     =======  =======   =======    =======    =======   ========   =======     =======
BALANCE, December 31, 2001           $    31  $ 8,081   $17,079    $ 1,766    $(1,792)  $ (6,088)  $  (666)    $    55
     Net income                           --       --       158         --         --         --        --          --     $   158
     Change in unrealized gain
         (loss) on securities
         available for sale, net
         of tax of $309                   --       --        --         --         --         --        --         737         737
                                                                                                                           -------
     Comprehensive income                 --       --        --         --         --         --        --          --     $   895
     Amortization of unearned                                                                                              =======
         compensation                     --       --        --         --         --         --       114          --
     Dividends declared ($.28
         per share)                       --       --      (650)        --         --         --        --          --
     Change in stock value of
         Employee Stock
         Ownership Plan                   --      (26)       --         --         --         --        --          --
     Amortization of Deferred
         Compensation                     --       --        --         26         --         --        --          --
     Purchase of Deferred
         Compensation Treasury,
         net of distributions             --       --        --         33        (33)        --        --          --
     Stock issued under Dividend
         Reinvestment Plan                --       86        --         --         --         --        --          --

                                     -------  -------   -------    -------    -------   --------   -------     -------
BALANCE, September  30, 2002         $    31  $ 8,141   $16,587    $ 1,825    $(1,825)   $(6,088)  $  (552)    $   792
                                     =======  =======   =======    =======    =======   ========   =======     =======

</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.

                                        4

<TABLE>
<CAPTION>
                             FIRSTFED BANCORP, INC.
                             ----------------------
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
            ---------------------------------------------------------
              For the Nine Months Ended September 30, 2002 and 2001
                 (Dollar amounts in thousands) Nine Months Ended
                                                                                  September 30,
CASH FLOWS FROM OPERATING ACTIVITIES:                                          2002           2001
                                                                             --------       --------
<S>                                                                          <C>            <C>
Net income                                                                       $158           $968
Adjustments to reconcile net income
      to net cash provided by (used in) operating activities:
     Depreciation, amortization and accretion                                     262            131
     Loan fees (cost) deferred, net                                               (34)           273
     Provision for loan losses                                                  1,703              2
     Provision for real estate owned losses                                        --            124
     Loss (gain) on sale of real estate, net                                       43            167
     Originations of loans held for sale                                       (9,732)       (10,601)
     Proceeds from the sale of loans                                           20,083          9,716
     Amortization of goodwill                                                      --             81
     Provision for deferred compensation                                           63             93
     Gain on sale of fixed assets                                                 (91)            --
     Gain on sale of loans                                                       (531)            --
     Increase in cash surrender value of Bank Owned Life Insurance               (254)           (77)
     Decrease (increase) in assets:
         Accrued interest receivable                                              413              2
         Other assets                                                            (613)          (332)
     Increase (decrease) in liabilities:
         Accrued interest payable                                                 (57)           250
         Other liabilities                                                        330            (23)
                                                                             --------       --------
           Net cash provided by (used in) operating activities                 11,743            774
                                                                             --------       --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from maturities of securities available-for-sale                     6,750          6,354
  Proceeds from the sale of securities available-for-sale                       1,472          1,800
  Purchase of securities available-for-sale                                    (1,500)        (6,004)
  Proceeds from maturities, calls and repayments received on securities
    held-to-maturity                                                            3,827         11,336
  Purchase of securities held-to-maturity                                      (4,000)       (23,835)
  Purchase of Bank Owned Life Insurance                                          (750)        (4,250)
  Proceeds from sale of real estate and repossessed assets                      1,908          1,534
  Net loan repayments (originations)                                           (5,905)         4,610
  Proceeds from sale of fixed assets                                              116             --
  Capital expenditures                                                           (925)          (227)
                                                                             --------       --------
         Net cash provided by (used in) investing activities                      993         (8,682)
                                                                             --------       --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase (decrease) in deposits, net                                         (1,542)        10,886
  Proceeds from Federal Home Loan Bank advances                                    --         17,000
  Proceeds from borrowings                                                        755             --
  Proceeds from exercise of stock options                                          --             15
  Dividends paid                                                                 (649)          (789)
  Proceeds from dividend reinvestment                                              86             93
  Purchase of treasury stock for Deferred Compensation Plan                       (63)           (93)
  Purchase of treasury stock                                                       --         (2,336)
                                                                             --------       --------
         Net cash provided by (used in) financing activities                   (1,413)        24,776
                                                                             --------       --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                           11,323         16,868

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                               22,605          4,736
                                                                             --------       --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                   $ 33,928       $ 21,604
                                                                             ========       ========
SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid during the period for -
     Income taxes                                                            $    122       $    896
     Interest                                                                   3,855          5,101
  Non-cash transactions -
     Transfer of loans receivable to real estate owned                          2,092          1,305
     Transfer of securities from held-to-maturity to available-for-sale        25,876             --

</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
September  30, 2002,  and  December 31, 2001,  and for the three and nine months
ended  September 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 nine months ended September 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 nine months ended  September  30, 2002 and
2001, respectively, were as follows:

<TABLE>
<CAPTION>
                                                   Three Months                                         Three Months
                                               Ended September 30, 2002                            Ended September 30, 2001
                                          --------------------------------------       ------------------------------------------
                                                           Dilutive                                     Dilutive
                                                          Effect of                                     Effect of
                                                           Options                                       Options
                                             Basic         Issued        Diluted         Basic            Issued         Diluted
                                          ----------       ------      ----------      ----------         ------       ----------
<S>                                       <C>              <C>         <C>             <C>                 <C>        <C>
Net income                                $   22,000           --      $   22,000      $  301,000              --      $  301,000
Shares available to
   common shareholders                     2,272,059       37,809       2,309,868       2,351,739          37,831       2,389,570
                                          ----------       ------      ----------      ----------          ------      ----------
Earnings per share                        $     0.01           --      $     0.01      $     0.13              --      $     0.13
                                          ==========       ======      ==========      ==========          ======      ==========

</TABLE>



<PAGE>

                                        6
<TABLE>
<CAPTION>
                                                         Nine Months                                   Nine Months
                                                   Ended September 30, 2002                     Ended September 30, 2001
                                          --------------------------------------       ------------------------------------------
                                                           Dilutive                                     Dilutive
                                                          Effect of                                     Effect of
                                                           Options                                       Options
                                             Basic         Issued        Diluted         Basic            Issued         Diluted
                                          ----------       ------      ----------      ----------         ------       ----------
<S>                                       <C>              <C>         <C>             <C>                 <C>        <C>
Net income                                $  158,000            --     $  158,000      $  968,000             --       $  968,000
     Shares available t
        common sharehoders                2,267,997        22,719       2,290,716       2,440,014          45,791       2,485,805
                                          ----------       ------      ----------      ----------          ------      ----------
     Earnings per share                   $     0.07            --     $     0.07      $     0.40             --       $     0.39
                                          ==========       ======      ==========      ==========          ======      ==========
</TABLE>

Options to purchase  66,574 and 64,574 shares of common stock at prices  ranging
from $7.50 to $12.50 and $7.75 to $12.50 were  outstanding  during the three and
nine months  ended  September  30, 2002,  respectively,  and options to purchase
66,574 and 39,590 shares of common stock at prices  ranging from $7.75 to $12.50
and $8.88 to $12.50  were  outstanding  during the three and nine  months  ended
September 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 September 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 September 30, 2002, consisted of a $.07
per share quarterly  dividend and, for the nine months ended September 30, 2002,
consisted  of $.21 per  share  quarterly  total  dividends  and a $.07 per share
special dividend.

3.   SEGMENT DISCLOSURE:
     -------------------

The  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, 2002 and 2001.

<TABLE>
<CAPTION>
                                               Three  Months Ended September 30, 2002
                                      ---------------------------------------------------------
                                       Banking
                                     Operations        Company       Eliminations       Total
                                      ---------       ---------      ------------     ---------
                                                           (In thousands)
<S>                                   <C>             <C>             <C>             <C>
Net interest income                   $   1,513       $       8       $      --       $   1,521
Provision for loan losses                 1,022              --              --           1,022
Noninterest income                          925              25              --             950
Noninterest expense                       1,382              83              --           1,465
     Income (loss) before income
         taxes                               34             (50)             --             (16)
Income tax expense (credit)                 (13)            (25)             --             (38)
                                      ---------       ---------       ---------       ---------
     Net income                       $      47       $     (25)      $      --       $      22
                                      =========       =========       =========       =========
     Total assets                     $ 180,565       $  19,931       $ (18,337)      $ 182,159
                                      =========       =========       =========       =========

</TABLE>

                                        7


<PAGE>

<TABLE>
<CAPTION>
                                               Three  Months Ended September 30, 2001
                                      ---------------------------------------------------------
                                       Banking
                                     Operations        Company       Eliminations       Total
                                      ---------       ---------      ------------     ---------
                                                           (In thousands)
<S>                                   <C>             <C>             <C>             <C>
Net interest income                    $  1,469      $       20 $            -- $         1,489
Provision for loan losses                    49              --              --             49
Noninterest income                          337              35              --            372
Noninterest expense                       1,248             134              --          1,382
     Income before income
         taxes                              509             (79)             --            430
Income tax expense                          169             (40)             --            129
                                      ---------       ---------       ---------       ---------
     Net income                        $    340      $      (39)       $     --       $    301
                                      =========       =========       =========       =========
     Total assets                      $186,148      $   18,760        $(19,395)      $185,513
                                      =========       =========       =========       =========

<CAPTION>

                                                Nine  Months Ended September 30, 2002
                                      ---------------------------------------------------------
                                       Banking
                                     Operations        Company       Eliminations       Total
                                      ---------       ---------      ------------     ---------
                                                           (In thousands)
<S>                                   <C>             <C>             <C>             <C>
Net interest income                   $   4,475      $       25        $     --        $  4,500
Provision for loan losses                 1,703              --              --           1,703
Noninterest income                        1,741              75              --           1,816
Noninterest expense                       4,203             311              --           4,514
     Income before income
         taxes                              310            (211)             --              99
Income tax expense                           42            (101)             --             (59)
                                      ---------       ---------       ---------       ---------
     Net income                       $     268      $     (110)$            -- $           158
                                      =========       =========       =========       =========
     Total assets                     $ 180,565      $   19,931        $(18,337)      $ 182,159
                                      =========       =========       =========       =========


<CAPTION>
                                                Nine  Months Ended September 30, 2002
                                      ---------------------------------------------------------
                                       Banking
                                     Operations        Company       Eliminations       Total
                                      ---------       ---------      ------------     ---------
                                                           (In thousands)
<S>                                   <C>             <C>             <C>             <C>
Net interest income                   $   4,767      $       60       $      --       $   4,827
Provision for loan losses                     2              --              --               2
Noninterest income                          956              35              --             991
Noninterest expense                       3,849             503              --           4,352
                                      ---------       ---------       ---------       ---------
     Income before income
         taxes                            1,872            (408)             --           1,464
Income tax expense                          651            (155)             --             496
                                      ---------       ---------       ---------       ---------
     Net income                       $   1,221      $     (253)      $      -- $           968
                                      =========       =========       =========       =========
     Total assets                     $ 186,148      $   18,760       $ (19,395)      $ 185,513
                                      =========       =========       =========       =========

</TABLE>

                                        8

<PAGE>



4.   RECENT ACCOUNTING PRONOUNCEMENTS:
     ---------------------------------

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 September  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:

                                  Three Months Ended      Nine Months Ended
                                    September 30,           September 30,
                                 --------------------------------------------
                                   2002       2001        2002         2001
                                 -------     ------     --------      ------
                                 (Dollars in thousands, except per share data)

Reported net income               $   22     $  301     $    158      $  968
Add back: Goodwill amortization       --         27           --          81
                                  ------     ------     --------      ------
Adjusted net income               $   22     $  328     $    158      $1,049
                                  ======     ======     ========      ======

Basic earnings per share:
     Reported net income          $  .01     $  .13     $    .07      $  .40
     Goodwill amortization            --        .01           --         .03
                                  ------     ------     --------      ------
     Adjusted net income          $  .01     $  .14     $    .07      $  .43
                                  ======     ======     ========      ======
Diluted earnings per share:
     Reported net income          $  .01     $  .13     $    .07      $  .39
     Goodwill amortization            --        .01           --         .03
                                  ------     ------     --------      ------
     Adjusted net income          $  .01     $  .14     $    .07      $  .42
                                  ======     ======     ========      ======

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

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
44,  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.

In October  2002,  the FASB  issued  SFAS 147,  which  removes  acquisitions  of
financial  institutions  (other  than  transactions  between  two or more mutual
enterprises) from the scope of SFAS 72,  Accounting for Certain  Acquisitions of
Banking or Thrift  Institution and FASB  Interpretation 9, Applying APB Opinions
16 and 17 When a Savings  and Loan or a Similar  Institution  Is  Acquired  in a
Business  Combination  Accounted  for by the  Purchase  Method.  These  types of
transactions  are now  accounted  for under SFAS 141 and 142. In addition,  this
Statement  amends  SFAS  144,  Accounting  for the  Impairment  or  Disposal  of
Long-Lived  Assets,  to include  in its scope  long-term  customer  relationship
intangible  assets of financial  institutions.  The provisions of this Statement
are  effective  October 1, 2002.  The Company does not expect this  statement 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,

                                       10


<PAGE>


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, 2002,  and December 31,
--------------------------------------------------------------------------------
2001
----

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

Cash and cash equivalents  increased $11,323,  or 50.1%, to $33,928 at September
30, 2002, from $22,605 at December 31, 2001. This increase was substantially the
result of the sale of approximately $10,000 in loans.

Securities  available-for-sale and held-to-maturity  decreased $5,561, or 15.7%,
to $28,892 at September  30, 2002.  During the nine months ended  September  30,
2002, proceeds totaling $12,049 were received from investment calls,  maturities
and sales and  repayments  but were offset by  purchases  totaling  $5,500.  The
Company reclassed all investments from held-to-maturity to available-for-sale in
association  with the merger of the thrift  subsidiary  into the commercial bank
subsidiary.

Loans  receivable,  net, at September  30, 2002,  were  $102,065,  a decrease of
$6,921,  or 6.4%,  from  $108,986 at December  31,  2001.  The decrease in loans
receivable, net, was primarily due to the sale of approximately $10,000 in loans
representing  all eligible  fixed-rate and  adjustable-rate  mortgage loans with
adjustment  periods  greater  than  one  year,  net of  originations.  Partially
offsetting this decrease was an increase in net loan originations of $5,905.


The  Company's  consolidated  allowance  for loan losses  increased to $1,076 at
September  30, 2002,  from $775 at December 31, 2001.  This increase of $301 was
primarily  due to a provision  of $1,703 less charge-  offs over  recoveries  of
$1,402,  to  maintain  the  allowance  at a level  appropriate  to cover  losses
inherent in the portfolio. Nonperforming loans, which includes nonaccruing loans
and  accruing  loans  delinquent  ninety days or more,  at  September  30, 2002,
decreased to $846 or 0.83% of loans  receivable,  from $2,260, or 2.07% of loans
receivable  at December 31, 2001, as a result of  charge-offs.  At September 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.

Real estate  owned was $1,414 at  September  30,  2002,  an increase of $27 from
December  31,  2001,  as a result of  foreclosures  net of sales in the ordinary
course of business during the nine months ended September 30, 2002.

In  2001  and  2002,  the  Company  purchased  approximately  $4,250  and  $750,
respectively, of Bank Owned Life Insurance ("BOLI") on certain key officers. The
life insurance  policies were purchased to offset  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, as well as insurance proceeds received, are recorded as a component of
non-interest income.

Deposits  decreased  $1,542,  or 1.1%, to $144,527 at September  30, 2002,  from
$146,069 at December 31,  2001.  The  decrease  was  primarily  the result of an
increase in transaction accounts net of a decrease in certificates of deposit.

Borrowings  of $755 were  recorded  during the nine months ended  September  30,
2002,  which  represents  borrowings  on a $1.5  million  line of  credit by the
Company established for operating purposes.


                                       11


<PAGE>


Stockholders'  equity  increased  $445,  or 2.4%, to $18,911 as of September 30,
2002, from $18,466 as of December 31, 2001. The primary components of the change
were net income for the nine  months  ended  September  30,  2002,  of $158,  an
increase in the unrealized gain on  available-for-sale  securities of $737, less
dividends $650, or $.28 per share.

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 September 30, 2002, the Bank
had  commitments  to  originate  and  fund  loans  of  $12.9  million.  The Bank
anticipates  that it will have sufficient  funds available to meet their current
commitments.

The Bank is required by regulation to maintain  minimum levels of liquid assets.
The liquidity ratio of the Bank at September 30, 2002, was 17.9%, 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 September 30, 2002.


<TABLE>
<CAPTION>
                                              First Financial              The Company
                                              ----------------          ----------------
<S>                                           <C>       <C>             <C>       <C>
Tier 1 Risk-Based Capital
Stockholders' Equity less goodwill            $15,779   12.54%          $ 16,983  13.35%
Minimum Required                                5,035    4.00%             5,089   4.00%
                                              -------    ----           --------   ----
Excess                                        $10,744    8.54%          $ 11,894   9.35%
                                              =======    ====           ========   ====
Total Risk-Based Capital
Tier 1 Capital plus allowances
  for loan losses                             $16,855   13.39%          $ 18,059  14.19%
Minimum Required                               10,069    8.00%            10,179   8.00%
                                              -------    ----           --------   ----
Excess                                        $ 6,786    5.39%          $  7,880   6.19%
                                              =======    ====           ========   ====
Tier 1 Leverage Capital                       $15,799    8.91%          $ 16,983   9.40%
Minimum Leverage Requirement                    7,082    4.00%             7,226   4.00%
                                              -------    ----           --------   ----
Excess                                        $ 8,717    4.91%          $  9,757   5.40%
                                              =======    ====           ========   ====

</TABLE>

As of September  30,  2002,  management  was not aware of any trends,  events or
uncertainties  that will have or are reasonably likely to have a material effect
on the Company's or the Bank's liquidity, capital resources or operations.

Results of Operations - Comparison of the Three Months Ended  September 30, 2002
--------------------------------------------------------------------------------
and 2001
--------

Net income for the three months ended September 30, 2002, was $22, a decrease of
$279, or 92.7%, from net income of $301 for the three months ended September 30,
2001.  The decrease was primarily  attributable  to an increase in the provision
for loan losses,  net of a gain  recorded on the sale of loans.  These items are
discussed in detail herein.

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

Total interest  income  decreased $529, or 16.3%, to $2,710 for the three months
ended  September 30, 2002,  from $3,239 for the three months ended September 30,
2001. This decrease was primarily due to a decrease in the

                                       12


<PAGE>


average  yield  on   interest-earning   assets  to  6.7%,   from  7.7%  for  the
corresponding  quarter  of the  previous  year,  plus a slight  decrease  in the
average balance of interest-earning assets.

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

Interest  expense  for the quarter  ended  September  30,  2002,  was $1,189,  a
decrease of $561,  or 32.1%,  from $1,750 for the quarter  ended  September  30,
2001.  The decrease was  primarily  the result of a decrease in the average rate
paid on  interest-bearing  liabilities  for the three months ended September 30,
2002, to 3.0%,  from 4.3% 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  September  30,  2002,  was $1,521,
compared to $1,489 for the quarter  ended  September  30, 2001.  The average net
interest spread increased to 3.7% for the three months ended September 30, 2002,
from  3.4% for the same  period  in the  prior  year.  The net  interest  margin
increased to 3.7% for the three months ended  September 30, 2002,  from 3.5% for
the three months ended September 30, 2001.

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

Management  increased  the  Company's  total  allowance  for  loan  losses  by a
provision of $1,022 during the quarter ended  September 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 subsidiary  financial  institution at the beginning of the
year, a federal  savings  bank,  was merged with and into a separate  subsidiary
with a commercial state bank charter.  In connection with the merger,  the State
Superintendent  required  that  First  Financial  change  certain  methodologies
previously used to evaluate loan losses,  which resulted in additional loan loss
provisions in order to maintain the allowance at a level  appropriate  to absorb
losses  inherent in the portfolio.  Also, loan  charge-offs  were recorded which
resulted  in  additional  loan  loss  provisions.  Lower  levels  of  loan  loss
provisions are anticipated in future quarters. 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 September 30, 2002,  increased $578,
to $950,  from $372 for the quarter ended  September  30, 2001.  The increase in
noninterest  income  was  primarily  the  result of a gain of $531  recorded  in
connection with the sale of approximately  $10,000 in loans and increased income
due to cash surrender value changes on BOLI.

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

Noninterest  expenses during the quarter ended September 30, 2002, increased $83
to $1,465 from $1,382 for the quarter ended  September 30, 2001. The increase in
noninterest expenses was primarily  attributable to expenses associated with the
merger  of  the  Company's   subsidiaries  and  increased  depreciation  expense
associated  with the new  Hueytown  office,  net of a decrease in  salaries  and
employee  benefits  resulting  from a decrease in incentive  pay compared to the
same period in prior year.

                                       13


<PAGE>


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

The provision for income taxes decreased $167, or 129.5%, to a credit of $38 for
the quarter ended September 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.

Results of Operations - Comparison  of the Nine Months Ended  September 30, 2002
--------------------------------------------------------------------------------
and 2001
--------

Net income for the nine months ended September 30, 2002, was $158, a decrease of
$810, or 83.7%,  from net income of $968 for the nine months ended September 30,
2001.  The decrease was primarily  attributable  to an increase in the provision
for loan losses and an unusual  pension  expense,  net of a gain recorded on the
sale of loans. These items are discussed in detail herein.

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

Total interest income decreased  $1,880, or 18.5%, to $8,298 for the nine months
ended  September  30,  2002.  This  decrease was  substantially  the result of a
decrease in the average yield on the interest-earning  assets to 6.7% during the
nine months ended  September  30,  2002,  from 8.1% during the nine months ended
September  30,  2001,   plus  a  slight  decrease  in  the  average  balance  of
interest-earnings assets.

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

Interest expense for the nine months ended September 30, 2002, decreased $1,553,
or 29.0%,  to $3,798,  from $5,351  during the nine months ended  September  30,
2001. This decrease was primarily attributable to a decrease in the average rate
paid on  interest-bearing  liabilities  to 3.1% for the nine month  period ended
September 30, 2002, compared to 4.4% for the same period a year ago.

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

Net interest  income for the nine months  ended  September  30, 2002,  decreased
$327,  or 6.8%, to $4,500,  from $4,827 for the nine months ended  September 30,
2001.  This decrease was due primarily to a decrease in the average net interest
spread to 3.57% for the nine months ended September 30, 2002, from 3.64% for the
nine months ended September 30, 2001. The net interest margin  decreased to 3.6%
in the nine months ended  September 30, 2002, from 3.8% in the nine months ended
September 30, 2002.

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

Management  increased  the  Company's  total  allowance  for  loan  losses  by a
provision  of $1,703  during the nine  months  ended  September  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 a subsidiary  with a commercial
state bank charter.  In  connection  with the merger,  the State  Superintendent
required that First Financial  change certain  methodologies  previously used to
evaluate loan losses, which resulted in additional loan loss provisions in order
to maintain the allowance at a level  appropriate  to absorb losses  inherent in
the portfolio. Also, loan charge-offs were recorded which resulted in additional
loan

                                       14


<PAGE>


loss provisions.  Lower levels of loan loss provisions are anticipated in future
quarters. The Company continually evaluates its credit risk and makes provisions
for loan losses as deemed appropriate in the period incurred.

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

Noninterest income for the nine months ended September 30, 2002, increased $825,
or 83.2%,  to $1,816 as compared to $991 for the nine months ended September 30,
2001. The increase in  noninterest  income was primarily the result of a gain of
$531 recorded in connection with the sale of approximately  $10,000 in loans and
increased income due to cash surrender value changes on BOLI.

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

Noninterest  expenses during the nine months ended September 30, 2002, increased
$162,  or 3.7%,  to  $4,514  from the 2001  level of  $4,352.  The  increase  in
noninterest expense from a year ago was primarily

attributable  to an unusual  pension  expense  of $238,  related to a payment of
pension  obligation.  In accordance  with FASB No. 88, a Settlement  Calculation
resulted in an  accelerated  expense charge caused by the extremely low interest
rates and pension plan performance being less than estimated.  This increase was
somewhat offset by a reduction in salaries and employee benefits  resulting from
a decrease in incentive pay when compared to the prior year.

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

The provision for income taxes  decreased  $555, to a credit of $59 for the nine
months  ended  September  30,  2002,  as compared to $496 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  income when  compared to the same
period a year ago.

ITEM 3. CONTROLS AND PROCEDURES

Within the 90 days prior to the filing date of this report,  the Company carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Company's  Chief  Executive  Officer  and  Chief  Financial   Officer,   of  the
effectiveness  of the  design  and  operation  of the  disclosure  controls  and
procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures are effective.  Disclosure controls
and  procedures  are  controls and  procedures  that are designed to ensure that
information required to be disclosed in Company reports filed or submitted under
the  Securities  Exchange Act of 1934 is  recorded,  processed,  summarized  and
reported  within the time  periods  specified  in the  Securities  and  Exchange
Commission's  rules and  forms.  There have been no  significant  changes in the
internal controls or in other factors that could  significantly  affect internal
controls subsequent to the date of the evaluation.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From  time to time,  the  Company  and the Bank are  parties  to  routine  legal
proceedings occurring in the ordinary course of business. At September 30, 2002,
there were no legal proceedings to which the Company or the Bank

                                       15


<PAGE>


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.

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

Not applicable.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits.
         None.

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


                                       16


<PAGE>


                                   SIGNATURES

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

                                              FIRSTFED BANCORP, INC.

Date: November 14, 2002                       By:  \s\ B. K. Goodwin, III
      -----------------                       ----------------------------------
                                              B. K. Goodwin, III
                                              Chairman of the Board, Chief
                                              Executive Officer and President



Date: November 14, 2002                       By:  \s\ Lynn J. Joyce
      -----------------                       ----------------------------------
                                              Lynn J. Joyce
                                              Chief Financial Officer, Executive
                                              Vice President, Secretary and
                                              Treasurer



                                       17

                                 CERTIFICATIONS

I, B. K. Goodwin, III, certify that:

1. I have reviewed  this  quarterly  report on Form 10-QSB of FirstFed  Bancorp,
Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:    November 14, 2002
         -----------------
                              By: \s\ B. K. Goodwin, III
                                  ----------------------------------------------
                                  Chairman of the Board, Chief Executive Officer
                                  and President

                                       18


<PAGE>


I, Lynn J. Joyce, certify that:

1.   I have reviewed this quarterly  report on Form 10-QSB of FirstFed  Bancorp,
     Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:    November 14, 2002
         -----------------

                          By: \s\ Lynn J. Joyce
                              --------------------------------------------------
                              Chief Financial Officer, Executive Vice President,
                              Secretary and Treasurer

                                       19