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 MARCH 31, 1999


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

                         Commission File Number: 0-19609

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

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

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

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

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act of 1934  during the  preceding  12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.

         YES    X                   NO        

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

            Class                   Outstanding at May 9, 1999
            -----                   --------------------------
Common Stock, $.01 par value        2,479,395 shares

Transitional Small Business Disclosure Format
(Check one):

         YES                        NO    X  
<PAGE>
                             FIRSTFED BANCORP, INC.

                                                                           Page
                                                                           ----
PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS:

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
  AS OF MARCH 31, 1999 AND DECEMBER 31, 1998                                2

CONDENSED CONSOLIDATED STATEMENTS OF INCOME  FOR THE THREE
  MONTHS ENDED MARCH 31, 1999 AND 1998                                      3

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY FOR THE THREE
  MONTHS ENDED MARCH 31, 1999 AND 1998                                      4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
  THREE MONTHS ENDED MARCH 31, 1999 AND 1998                                5

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                        6

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

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                                 12

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS                         12

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                                   12

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS               12

ITEM 5.  OTHER INFORMATION                                                 12

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                  12

SIGNATURES                                                                 13


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

                                       i.
<PAGE>
                         PART I - FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS
                             FIRSTFED BANCORP, INC.
            CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                          (Dollar amounts in thousands)
<TABLE>
<CAPTION>

                                                                                   March 31,    December 31,
ASSETS                                                                               1999           1998    
                                                                                   ---------    ------------
Cash and Cash Equivalents:
<S>                                                                                <C>          <C>      
         Cash on hand and in banks                                                 $   4,610    $   6,385
         Interest-bearing deposits in other banks                                      5,890        6,025
         Federal funds sold                                                           26,775       31,225
                                                                                   ---------    ---------
                                                                                      37,275       43,635
                                                                                   ---------    ---------
Securities available for sale, at fair value                                           7,203        6,609
Loans held for sale                                                                      808        2,219
Securities held to maturity, at amortized cost, fair
     value of $17,831 and $17,180, respectively                                       17,687       16,976
Loans receivable, net                                                                111,507      109,209
Land, buildings and equipment, net                                                     3,147        3,065
Goodwill                                                                               1,281        1,308
Real estate owned                                                                        198          724
Accrued interest receivable                                                            1,302        1,345
Income taxes receivable                                                                  456          602
Other assets                                                                             656          458
                                                                                   ---------    ---------
                                                                                   $ 181,520    $ 186,150
                                                                                   =========    =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
         Deposits                                                                  $ 162,498    $ 167,257
         Accrued interest payable                                                        159          141
         Dividends payable                                                               173          178
         Other liabilities                                                               407          371
                                                                                   ---------    ---------
                                                                                     163,237      167,947
Stockholders' Equity:                                                              ---------    ---------
         Preferred stock, $.01 par value, 1,000,000 shares
           authorized, none outstanding                                                    -            -
         Common stock, $.01 par value, 10,000,000 shares
           authorized,  3,056,351 shares issued and 2,324,918 shares outstanding
           at March 31, 1999 and 3,031,646  shares  issued and 2,301,713  shares
           outstanding at
           December 31, 1998                                                              31           30
         Paid-in capital                                                               7,608        7,502
         Retained earnings                                                            15,586       15,622
         Deferred compensation obligation                                              1,224        1,199
         Deferred compensation treasury stock (151,531 shares at
           March 31, 1999 and 150,031 shares at December 31, 1998)                    (1,390)      (1,373)
         Treasury stock, at cost (579,902 shares at March 31, 1999
           and December 31, 1998)                                                     (3,752)      (3,752)
         Unearned compensation                                                        (1,026)      (1,064)
         Unrealized gain on securities available for sale, net                             2           39
                                                                                   ---------    ---------
                                                                                      18,283       18,203
                                                                                   ---------    ---------
                                                                                   $ 181,520    $ 186,150
                                                                                   =========    =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
                                        2
<PAGE>
                             FIRSTFED BANCORP, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
             (Dollar amounts in thousands, except per share amounts)

                                                 Three Months Ended
                                                       March 31,
                                                 ------------------
                                                   1999      1998  
                                                   ----      ----  
INTEREST INCOME:
         Interest and fees on loans          $    2,480   $    2,697
         Interest and dividends on
           securities                               299          447
         Other interest income                      425          236
                                             ----------   ----------
           Total interest income                  3,204        3,380
                                             ----------   ----------

INTEREST EXPENSE:
         Interest on deposits                     1,779        1,819
                                             ----------   ----------
           Total interest expense                 1,779        1,819
                                             ----------   ----------
  Net interest income                             1,425        1,561
         Provision for loan losses                   29           29
                                             ----------   ----------
  Net interest income after
    provision for loan losses                     1,396        1,532
                                             ----------   ----------

NONINTEREST INCOME:
         Fees and other noninterest income          239          192
                                             ----------   ----------
           Total noninterest income                 239          192
                                             ----------   ----------

NONINTEREST EXPENSE:
         Salaries and employee benefits             650          658
         Office building and equipment
           expenses                                 147          141
         Deposit insurance expense                   19           22
         Amortization of goodwill                    27           27
         Other operating expenses                   304          299
                                             ----------   ----------
           Total noninterest expenses             1,147        1,147
                                             ----------   ----------
  Income before income taxes                        488          577

         Provision for income taxes                 177          191
                                             ----------   ----------
  NET INCOME                                 $      311   $      386
                                             ==========   ==========

AVERAGE NUMBER OF SHARES
         OUTSTANDING - BASIC                  2,386,377    2,310,722
                                             ==========   ==========
BASIC EARNINGS PER SHARE                     $      .13   $      .17
                                             ==========   ==========
AVERAGE NUMBER OF SHARES
         OUTSTANDING - DILUTED                2,464,437    2,435,974
                                             ==========   ==========
DILUTED EARNINGS PER SHARE                   $      .13   $      .16
                                             ==========   ==========
DIVIDENDS DECLARED PER SHARE                 $      .14   $    .0625
                                             ==========   ==========

See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>
                             FIRSTFED BANCORP, INC.
            CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
               For the Three Months Ended March 31, 1999 and 1998
            (Dollar amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
                                                                                                             Unrealized
                                                                               Deferred                     Gain (Loss)
                                                                    Deferred    Compen-                    on Securities    Compre-
                                                                     Compen-    sation            Unearned   Available     hensive
                                     Common   Paid-In   Retained     sation    Treasury Treasury   Compen-    for Sale,     Income
                                      Stock   Capital   Earnings    Obligation   Stock    Stock    sation       Net        (Note 1)
                                      -----   -------   --------    ----------   -----    -----    ------       ---        --------


<S>                                <C>        <C>       <C>        <C>          <C>     <C>         <C>        <C>
BALANCE, December 31, 1997         $    14    $ 6,676   $ 14,968   $    -       $    -  $ (4,320)   $ (26)     $   12

     Net income                          -          -        386        -            -         -        -           -     $  386
     Change in unrealized gain
         (loss) on securities
         available for sale, net
         of tax of $ 3                   -          -          -        -            -         -        -           5          5
                                                                                                                          ------
     Comprehensive income                -          -          -        -            -         -        -           -     $  391
                                                                                                                          ======
     Amortization of unearned
         compensation                    -          -          -        -            -         -       28           -
     Dividends declared ($.0625
         per share)                      -          -       (150)       -            -         -        -           -
     Exercise of stock options           -         10          -        -            -         -        -           -
     Stock issued under Dividend
         Reinvestment Plan               -         30          -        -            -         -        -           -
     Issuance of treasury stock
         to Employee Stock
         Ownership Plan                  -        382          -        -            -       568     (950)          -

     Two-for-one stock split            14        (14)         -        -            -         -        -           -
                                   -------   --------   --------   ------      -------   -------    ------       -----
BALANCE, March 31, 1998            $    28   $  7,084   $ 15,204   $    -      $     -   $(3,752)   $ (948)      $  17
                                   =======   ========   ========   ======      =======   =======    ======       =====

BALANCE, December 31, 1998         $    30   $  7,502   $ 15,622   $1,199      $(1,373)  $(3,752)   $(1,064)     $  39

     Net income                          -          -        311        -            -         -          -          -    $  311
     Change in unrealized gain
         (loss) on securities
         available for sale, net
         of tax of $21                   -          -          -        -            -         -          -        (37)      (37)
                                                                                                                          ------
     Comprehensive income                -          -          -        -            -         -          -          -    $  274
                                                                                                                          ======
     Amortization of unearned
         compensation                    -          -          -        -            -         -         38          -
     Dividends declared ($.14
         per share)                      -          -       (347)       -            -         -          -          -
     Exercise of stock options           1         45          -        -            -         -          -          -
     Amortization of Deferred
         Compensation Plan
         Obligation                      -          -          -        8            -         -          -          -
     Addition to Deferred
         Compensation Plan               -          -          -       17          (17)        -          -          -
     Stock issued under Dividend
         Reinvestment Plan               -         61          -        -            -         -          -          -
                                    ------    -------   --------   ------     --------    -------     ------     -----
BALANCE, March 31, 1999             $   31    $ 7,608   $ 15,586   $1,224     $ (1,390)   $(3,752)    $(1,026)   $   2
                                    ======    =======   ========   ======     ========    =======     =======    =====
</TABLE>

  The accompanying notes are an integral part of these consolidated statements.

                                        4
<PAGE>
                             FIRSTFED BANCORP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Dollar amounts in thousands)
<TABLE>
<CAPTION>
                                                                                    Three Months Ended
                                                                                          March 31,
CASH FLOWS FROM OPERATING ACTIVITIES:                                                 1999       1998  
                                                                                      ----       ----
<S>                                                                               <C>         <C>     
  Net income                                                                      $    311    $    386
  Adjustments to reconcile net income
      to net cash provided by (used in) operating activities:
     Depreciation                                                                       62          62
     Amortization of unearned compensation and deferred compensation obligation         47          28
     Amortization (accretion) of purchase premiums (discounts), net                     67          (8)
     (Accretion) amortization of deferred (income) expense, net                        (95)         66
     Loan fees (cost) deferred, net                                                     84         (41)
     Credit for deferred income taxes                                                    -        (258)
     Provision for loan losses                                                          29          29
     (Gain) loss on sale of real estate, net                                           (26)          2
     Origination of loans held for sale                                             (4,315)     (2,922)
     Proceeds from loans held for sale                                               5,726       2,818
     Amortization of goodwill                                                           27          27
     Change in assets and liabilities:
         (Increase) decrease in accrued interest receivable                             43          45
         (Increase) decrease in other assets                                          (198)        (32)
         Increase (decrease) in accrued interest payable                                18          59
         (Increase) decrease in income taxes receivable                                166          59
         Increase (decrease) in other liabilities                                       36         (7)
                                                                                  --------    --------
           Net cash provided by operating activities                                 1,982         313
                                                                                  --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from maturities of securities available for sale                          1,350       3,642
  Purchase of securities available for sale                                         (2,000)       (750)
  Proceeds from maturities and payments received on securities held to maturity      3,220         728
  Purchase of securities held to maturity                                           (4,000)       (552)
  Proceeds from sale of real estate and repossessed assets                             645         112
  Net loan repayments (originations)                                                (2,409)      2,103
  Capital expenditures                                                                (144)          -
                                                                                  --------    --------
         Net cash provided by (used in) investing activities                        (3,338)      5,283
                                                                                  --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase (decrease) in deposits, net                                              (4,759)      2,514
  Proceeds from exercise of stock options                                               45           9
  Dividends paid                                                                      (351)       (144)
  Proceeds from dividend reinvestment                                                   61          30
                                                                                  --------    --------
         Net cash provided by (used in) financing activities                        (5,004)      2,409
                                                                                  --------    --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                (6,360)      8,005
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                    43,635      20,080
                                                                                  --------    --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                        $ 37,275    $ 28,085
                                                                                  ========    ========

SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid during the period for -
     Income taxes                                                                 $     31    $    400
     Interest                                                                        1,761       1,760
  Non-cash transactions -
     Transfer of loan receivable to real estate owned                                   93         147
     Declaration of cash dividends                                                     173         150
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                        5
<PAGE>
                             FIRSTFED BANCORP, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION:

FirstFed  Bancorp,  Inc.  (the  "Company")  is  the  holding  company  and  sole
shareholder  of First  Federal  Savings Bank ("First  Federal")  and First State
Corporation  ("FSC"),  which in turn is the sole shareholder of First State Bank
of Bibb County  ("First  State").  First Federal and First State are referred to
herein collectively as the "Banks".

The accompanying  condensed  consolidated  financial  statements as of March 31,
1999  (unaudited),  and December 31, 1998,  and for the three months ended March
31,  1999 and 1998  (unaudited),  include  the  accounts  of the Company and the
Banks.  All  significant  intercompany   transactions  and  accounts  have  been
eliminated in consolidation.

In the  opinion of  management,  all  adjustments  (none of which are other than
normal recurring  accruals)  necessary for a fair presentation of the results of
such interim periods have been included. The results of operations for the three
months ended March 31, 1999,  are not  necessarily  indicative of the results of
operations which may be expected for the entire year.

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

2. EARNINGS AND DIVIDENDS PER SHARE:

Earnings  per  share  for the  three  months  ended  March  31,  1999 and  1998,
respectively, were as follows:

<TABLE>
<CAPTION>
                                       Three Months                       Three Months
                                   Ended March 31, 1999                 Ended March 31, 1998
                             --------------------------------     --------------------------------
                                      Dilutive                                Dilutive
                                      Effect of                               Effect of
                                       Options                                Options
                              Basic    Issued      Diluted        Basic       Issued        Diluted  
                              -----    ------      -------        -----       ------        -------

<S>                        <C>         <C>         <C>          <C>          <C>           <C>
Net income                 $ 311,000      ---      $ 311,000    $ 386,000        ---       $ 386,000

Shares available to
  common shareholders      2,386,377   78,060      2,464,437    2,310,722    125,252       2,435,974

Earnings per share         $    0.13      ---      $    0.13    $    0.17        ---       $    0.16
                           =========   ======      =========    =========    =======       =========
</TABLE>

Dividends declared for the quarter ended March 31, 1999, consisted of a $.07 per
share special dividend and $.07 per share quarterly dividend.

                                        6
<PAGE>
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 months ended March 31, 1999 and 1998.

                                               March 31, 1999
                               -------------------------------------------------
                                Banking     Holding                      Total
                               Operations   Company     Elimination     Company 
                               ----------   -------     -----------     ------- 
                                                   (In thousands)
Net interest income            $    1,400  $      25    $       -     $    1,425
Provision for loan losses              29          -            -             29
Noninterest income                    239          -            -            239
Noninterest expense                 1,059         88            -          1,147
                               ----------  ---------    ---------     ----------
     Income before income
         taxes                        551        (63)           -            488
Income tax expense                    200        (23)           -            177
                               ---------- ----------   ----------     ----------
     Net income                $      351 $      (40)  $        -     $      311
                               ========== ==========   ==========     ==========

     Total assets              $  181,016 $   18,619   $  (18,115)    $  181,520
                               ========== ==========   ==========     ==========

                                                 
                                               March 31, 1999
                               -------------------------------------------------
                                Banking     Holding                      Total
                               Operations   Company     Elimination     Company 
                               ----------   -------     -----------     ------- 
                                                   (In thousands)
Net interest income            $    1,526 $      35   $         -     $    1,561
Provision for loan losses              29         -             -             29
Noninterest income                    192         -             -            192
Noninterest expense                 1,063        84             -          1,147
                               ---------- ---------   -----------     ----------
     Income before income
         taxes                        626       (49)            -            577
Income tax expense                    212       (21)            -            191
                               ---------- ---------   -----------     ----------
     Net income                $      414 $     (28)  $         -     $      386
                               ========== =========   ===========     ==========

     Total assets              $  179,529 $ 17,885    $   (15,946)    $  181,468
                               ========== ========    ===========     ==========

                                        7
<PAGE>

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 March 31, 1999, and December 31, 1998

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

Fed funds sold  decreased  $4,450,  or 14.3%,  to $26,775 at March 31, 1999. The
decrease  was  primarily  the result of a decrease in 19-month  certificates  of
deposit that matured  during the three  months  ended  December 31, 1998.  These
certificates of deposit were opened under a special program and a portion of the
rate sensitive funds were not retained.

Securities  available  for sale and held to maturity  increased in the aggregate
$1,305,  or 5.5%,  to $24,890 at March 31,  1999,  primarily  due to  securities
purchased totaling $6,000, exceeding security repayments, calls and maturities.

Loans receivable,  net, at March 31, 1999, were $111,507, an increase of $2,298,
or 2.1%,  from $109,209 at December 31, 1998. The increase in loans  receivable,
net, was primarily due to an increase in commercial mortgage loans.

The  Company's  consolidated  allowance  for loan losses  increased  slightly to
$1,103 at March 31, 1999,  from $1,081 at December 31, 1998.  This  increase was
primarily due to a provision of $29 offset by net charge-off  over recoveries of
$7.  Nonperforming  loans at March 31, 1999,  increased  slightly to $1,841,  or
1.65%,  of loans  receivable  from  $1,735,  or 1.48%,  of loans  receivable  at
December 31, 1998. At March  31,1999,  there were no material loans not included
in nonperforming loans which represented material credits about which management
was aware of any information  which caused  management to have serious doubts as
to the ability of such borrowers to comply with the loan repayment terms.

Real estate owned was $198 at March 31,  1999, a decrease of $526 from  December
31, 1998, as a result of the sale of several properties.

Deposits decreased $4,759, or 2.8%, to $162,498 at March 31, 1999, from $167,257
at December  31,  1998.  The  decrease is the result of the maturing of 19-month
certificates of deposit opened under a special program discussed previously.

The  Company  had  stockholders'  equity of  $18,283  as of March 31,  1999,  an
increase of $80, or 0.4%,

                                        8
<PAGE>
from $18,203 as of December 31, 1998. The increase was primarily attributable to
net income for the three months ended March 31, 1999, of $311,  net of dividends
of $.14 per share.  Included in such dividend was a special dividend of $.07 per
share, which was declared during the first quarter.

Liquidity and Capital Resources

Traditionally,  the  Banks'  principal  sources  of funds  have  been  deposits,
principal and interest  payments on loans and  mortgage-backed  securities,  and
proceeds from  interest on and  maturities of  investments.  In addition,  First
Federal has borrowing  ability from the Federal Home Loan Bank of Atlanta if the
need for additional  funds arises.  At March 31, 1999, the Banks had commitments
to originate and fund loans of $8.4 million. The Banks anticipate that they will
have sufficient funds available to meet their current commitments.

First  Federal is required by regulation  to maintain  minimum  levels of liquid
assets.  The liquidity  ratio of First Federal at March 31,1999,  was 27%, which
exceeded the applicable regulatory requirement.

Under  applicable  regulations,  First Federal,  First State and the Company are
each required to maintain  minimum  capital  ratios.  Set forth below are actual
capital ratios and the minimum regulatory  capital  requirements as of March 31,
1999.

<TABLE>
<CAPTION>
                                          First Federal           First State             The Company   
                                          -------------           -----------             -----------   
RISK-BASED CAPITAL RATIOS
Tier 1 Capital
<S>                                  <C>        <C>              <C>        <C>           <C>          <C>
Stockholders' Equity less goodwill   $ 11,920   8.77%            $  3,417    7.53%        $ 17,000     9.38%
Minimum Required                        5,436   4.00%               1,813    4.00%           7,243     4.00%
                                     --------   ----             --------    ----         --------     ---- 
Excess                               $  6,484   4.77%            $  1,604    3.53%        $  9,757     5.38%
                                     ========   ====             ========    ====         ========     ==== 

Total Capital
Tier 1 Capital plus allowances
  for loan losses                    $ 12,704   5.05%            $  3,733   14.76%        $ 18,103    16.38%
Minimum Required                        6,752   8.00%               2,021    8.00%           8,844     8.00%
                                     --------   ----             --------    ----         --------     ---- 
Excess                               $  5,952   7.05%            $  1,712    6.76%        $  9,259     8.38%
                                     ========   ====             ========    ====         ========     ==== 
Total Risk-weighted Assets           $ 84,401                    $ 25,264                 $110,545
                                     ========                    ========                 ========          

LEVERAGE RATIOS
Tier 1 Capital                       $ 11,920   8.77%            $  3,417    7.53%        $ 17,000     9.38%
Minimum Leverage Requirement            5,436   4.00%               1,813    4.00%           7,242     4.00%
                                     --------   ----             --------    ----         --------     ---- 
Excess                               $  6,484   4.77%            $  1,604    3.53%        $  9,758     5.38%
                                     ========   ====             ========    ====         ========     ==== 

TANGIBLE CAPITAL RATIO
Tangible Capital                     $11,920    8.77%                    N/A                       N/A
Tangible Capital Requirement           2,038    1.50%
                                     -------   -----
Excess                               $ 9,882    7.27%
                                     =======   =====
</TABLE>

As of March  31,  1999,  management  was not  aware  of any  trends,  events  or
uncertainties  that will have or are reasonably likely to have a material effect
on the Company's or the Banks' liquidity, capital resources or operations.

Results of  Operations - Comparison of the Three Months Ended March 31, 1999 and
1998

Net income for the three months  ended March 31,  1999,  was $311, a decrease of
$75, or 19.4%, from

                                        9
<PAGE>
net income of $386 for the three months  ended March 31, 1998.  The decrease was
primarily  attributable  to a decrease in the Banks'  interest rate spread and a
high liquidity position.

Interest Income

Total interest  income  decreased  $176, or 5.2%, to $3,204 for the three months
ended March 31,  1999.  This  decrease  was  primarily  due to a decrease in the
average yield on  interest-earning  assets to 7.5%.  This decrease was partially
offset by an increase in the average balance of interest-earnings assets.

Interest Expense

Interest expense for the quarter ended March 31, 1999, was $1,779, a decrease of
$40, or 2.2%, from $1,819 for the quarter ended March 31, 1998. The decrease was
primarily  the  result of a  reduction  in  average  yield to 4.3% for the three
months ended March 31, 1999,  compared to 4.6% for the corresponding  quarter of
the previous  year, net of an increase in average  balance.  The decrease in the
average  rate paid on  deposits  is  primarily  the  result of the  maturity  of
19-month  certificates  of  deposit  opened  under a special  program  discussed
previously.

Net Interest Income

Net interest  income for the quarter  ended March 31, 1999,  decreased  $136, or
8.7%,  to $1,425 from the quarter  ended March 31, 1998,  level of $1,561.  This
decrease  was due in part to a decrease in the average  net  interest  spread to
3.2% for the first quarter of fiscal 1999 compared to 3.6% for the same period a
year ago. The decrease  was net of a slight  increase in the average  balance of
interest-earning  assets  and  interest-bearing  liabilities  during  the  first
quarter of fiscal 1999  compared to the same period a year  ago.The net interest
margin decreased to 3.3% in the first quarter of fiscal 1999.

Provision for Loan Losses

Management  increased  the  Company's  total  allowance  for  loan  losses  by a
provision of $29 during the quarter ended March 31, 1999. The Banks'  allowances
for loan losses were based on management's  evaluation of inherent losses in the
loan portfolio and consider,  among other factors, prior years' loss experience,
economic  conditions,  distribution  of  portfolio  loans by risk  class and the
estimated value of the underlying collateral.

Noninterest Income

Noninterest  income during the quarter ended March 31, 1999,  increased  $47, to
$239, from the March 31, 1998, level of $192. The increase in noninterest income
is primarily the result of an increase in secondary market fees for loans sold.

Noninterest Expenses

Noninterest expenses during the quarters ended March 31, 1999 and 1998, were the
same for both quarters.

                                       10
<PAGE>
Income Taxes

The provision for income taxes  decreased  $14, or 7.3%, to $177 for the quarter
ended March 31, 1999, as compared to the  corresponding  quarter in the previous
year. The decreased tax expense was due primarily to a decrease in pretax income
from the same period a year ago.

Year 2000

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

The Banks rely primarily  upon a third party  processor and other vendors rather
than  internally  generated  software.  Based on the  analysis of  software  and
equipment, in addition to ongoing discussions with vendors, the Company believes
that upgrades,  modifications  or conversion of software  planned by the Company
and the third party vendors will properly address the Year 2000 issue. The third
party  processor,  which processes all customer related data, has represented to
the Banks that the testing of the software has been  substantially  completed at
March 31,  1999.  The Banks  have  adopted  Year 2000 Test  Plans and are in the
process of  conducting  testing and  evaluating  results.  If  modifications  to
existing systems and conversions to new systems proceed as scheduled, management
presently believes that the Year 2000 issue will not pose a substantial internal
operating risk to the Company.

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

The Banks have  adopted a Year 2000  Contingency  Plan which  would  replace its
computerized operations with a manual system, if necessary.

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

Total Year 2000 costs include such items as payroll  costs,  upgrading  existing
software  applications,  and replacing certain hardware. The Banks do not have a
system that specifically tracks all costs and time spent on the Year 2000 issue.
The Company is in the process of estimating  total expense related to Year 2000.
Such  expenses  incurred  during  the  quarter  ended  March 31,  1999,  are not
considered significant.

                                       11
<PAGE>
                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

From time to time, the Banks are parties to routine legal proceedings  occurring
in the  ordinary  course of  business.  At March 31,  1999,  there were no legal
proceedings  to which the  Company or the Banks were a party or  parties,  or to
which any of their  property was subject,  which were  expected by management to
result in a material loss.

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.
         Exhibit 27 - Financial Data Schedule (SEC Use Only)

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

                                       12
<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: May 13, 1999                  \s\ B. K. Goodwin, III            
      ----------------------        ----------------------------------
                                    B. K. Goodwin, III,
                                    Chairman of the Board,
                                    Chief Executive Officer
                                    and President


Date: May 13, 1999                  \s\ Lynn J. Joyce                    
      ----------------------        -------------------------------------
                                     Lynn J. Joyce
                                     Chief Financial Officer, Vice
                                     President, Secretary and
                                     Treasurer

                                       13