U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  ------------

                                    FORM 10-Q

(Mark One)

     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
 X   ACT OF 1934
---

     For the Quarterly Period Ended March 31, 1997

                                       OR

    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES  
 X  EXCHANGE ACT OF 1934
---

               For the transition period from            to
                                              ----------    ----------

                                   Commission File Number:  0-27126
                                                            --------

                          First Colorado Bancorp, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



         Colorado                                          84-1320788
--------------------------------                      ----------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                        Identification Number)

215 S. Wadsworth Blvd., Lakewood, CO                          80226
--------------------------------------------         ------------------------
(Address of principal executive office)                    (Zip Code)

Registrant's telephone number, including area code:     (303) 232-2121
                                                        --------------

                                       N/A
-------------------------------------------------------------------------------
             Former name, former address and former fiscal year, if
                           changed since last report.

Indicate by check mark whether the  registrant  (1) has filed all  documents and
reports required to be filed by Sections 13 or 15(d) of the Securities  Exchange
Act of 1934  subsequent to 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
                                                             -----        -----

                  Number of shares outstanding of common stock
                              as of April 30, 1997

$0.10 Par Value Common Stock                              16,561,425
-----------------------------                         ------------------
         Class                                        Shares Outstanding



<PAGE>


                          FIRST COLORADO BANCORP, INC.

                                      INDEX


                                                                    Page Number
                                                                    -----------

PART I -      CONSOLIDATED FINANCIAL INFORMATION

              Consolidated Statements of Financial Condition
              at March 31, 1997 (unaudited) and
              December 31, 1996                                           1

              Consolidated Statements of Operations for the
              Three Months Ended March 31,
              1997 and 1996 (unaudited)                                   2

              Consolidated  Statements  of  Stockholders'  Equity 
              for the Period from January 1, 1995 to December 31, 
              1996, and for the Period from January 1, 1997 to 
              March 31, 1997 (unaudited)                                  3

              Consolidated Statements of Cash Flows
              for the Three Months Ended March 31,
              1997 and 1996 (unaudited)                                   4 - 6

              Notes to Consolidated Financial Statements                  7 - 8

              Management's Discussion and Analysis of Financial
              Condition and Results of Operations                         9 - 15


   PART II -  OTHER INFORMATION                                           16

   SIGNATURES                                                             17

   EXHIBIT


<PAGE>


                   First Colorado Bancorp, Inc. and Subsidiary
                 Consolidated Statements of Financial Condition
                             (Dollars in Thousands)

                                                           As of
                                              ----------------------------------
                                              March 31, 1997   December 31, 1996
                                              --------------   -----------------
                                                 (unaudited)
Assets
Cash and due from banks                         $   18,980           21,449
Federal funds sold and other                         7,072           27,783
interest-earning assets
Investment securities:
   Held-to-maturity                                 74,990           61,642
   Available-for-sale                                6,063           11,099
Mortgage-backed and other asset-backed 
 securities, net:
   Held-to-maturity                                258,728          273,602
   Available-for-sale                                7,471            7,687
Loans receivable, net                            1,086,026        1,061,524
Accrued interest receivable                          8,725            8,059
Office properties and equipment, net                22,952           22,930
Federal Home Loan Bank stock                         9,710            9,554
Real estate owned                                    1,629            1,457
Other assets                                         7,168            7,302
                                                ----------       ----------
   Total assets                                 $1,509,514        1,514,088
                                                ==========       ==========

Liabilities
Deposits                                         1,154,455        1,135,823
Advances from Federal Home Loan Bank               127,215          122,515
Other borrowed money                                 4,897            5,009
Advances by borrowers for taxes and insurance        4,791            8,312
Accrued income taxes                                 7,380            5,118
Other liabilities                                   18,687           20,687
                                                ----------       ----------
   Total liabilities                            $1,317,425       $1,297,464

Stockholders' Equity
Common stock, $0.10 par value (50,000,000
  shares authorized; 20,134,256 issued at
  March 31, 1997 and December 31, 1996;
  16,555,197 and 18,184,108 shares 
  outstanding at March 31, 1997 and December 
   31, 1996, respectively)                           2,013            2,013
Additional paid-in capital                         151,765          151,581
Treasury stock (3,579,059 and 1,950,148
  shares, respectively, at cost)                   (56,812)         (28,957)
Unearned ESOP shares                               (12,063)         (12,063)
Unearned MRP/MSBP shares                            (3,929)          (3,929)
Net unrealized gain (loss) on securities
  available for sale (net of tax effect)               342              365
Retained earnings, partially restricted            110,773          107,614
                                                ----------       ----------
   Total stockholders' equity                      192,089          216,624
                                                ----------       ----------

   Total liabilities and stockholders' equity   $1,509,514        1,514,088
                                                ==========       ==========
 



                                       -1-


<PAGE>




                   First Colorado Bancorp, Inc. and Subsidiary
                      Consolidated Statements of Operations
          (Dollars in Thousands, except per share amounts) (unaudited)

                                       For the three months ended
                                     March 31, 1997   March 31, 1996
                                     --------------   --------------

Interest income:
   Loans                               $    21,066       18,617
   Mortgage-backed securities                4,354        4,763
   Investment securities                     1,205        1,376
   Other                                        90          769
                                       -----------   ----------
     Total interest income                  26,715       25,525
                                       -----------   ----------

Interest expense:
   Deposits                                 12,396       11,910
   Borrowed funds                            2,071        2,098
                                       -----------   ----------
     Total interest expense                 14,467       14,008
                                       -----------   ----------

Net interest income                         12,248       11,517

Provision for loan losses                      219          230
                                       -----------   ----------
Net interest income after provision 
  for loan losses                           12,029       11,287
                                       -----------   ----------

Noninterest income:
   Fees and service charges                  1,198        1,148
   Gain (loss) on sale of loans, net            36         (121)
   Net income from real estate                  51          129
    operations
   Rental income                                49           39
                                       -----------   ----------
     Total noninterest income                1,334        1,195
                                       -----------   ----------

Noninterest expense:
   Compensation                              3,213        2,718
   Occupancy                                   941          929
   Provision (credit) for losses on
    real estate owned                           19          (26)
   Professional fees                           180          197
   Advertising                                 202          257
   Printing, supplies and postage              294          275
   FDIC premiums                               178          618
   Other, net                                  657          660
                                       -----------   ----------
     Total noninterest expense               5,684        5,628
                                       -----------   ----------

Earnings before income taxes                 7,679        6,854

Income tax expense                           2,864        2,517
                                       -----------   ----------

Net earnings                           $     4,815        4,337
                                       ===========   ==========

Fully diluted earnings per share       $      0.29         0.23
                                       ===========   ==========

Fully diluted shares outstanding        16,417,173   19,075,299
                                       ===========   ==========






                                       -2-


<PAGE>





                  FIRST COLORADO BANCORP, INC. AND SUBSIDIARIES
                 Consolidated Statements of Stockholders' Equity
                  Period from January 1, 1995 to March 31, 1997
        (Activity for the Three Months Ended March 31, 1997 is Unaudited)
                  (Amounts in Thousands, except Share Amounts)

<TABLE>
<CAPTION>
                                                                                         
                                                                                                                          Common   
                                                  Common Stock             Common Stock                   Additional       Stock    
                                                 $1.00 par value         $0.10 par value                   Paid-in       Treasury  
                                               Shares         Amount         Shares          Amount        Capital        Shares   
                                               ------         ------         ------          ------        -------        ------
<S>                                         <C>          <C>             <C>           <C>               <C>          <C>       
Balance, January 1, 1995                      6,331,622    $     6,332           --      $      --          18,151           --   

Exercise of employee stock options               39,515             40           --             --             224           --   
Payment of ESOP liability                          --             --             --             --            --             --   
Contribution by First Savings
  Capital, M.H.C                                   --             --             --             --              31           --   
Exchange of common stock                     (6,371,137)        (6,372)     6,619,539            662         5,710           --   
Common stock issued for cash, net of
  offering costs                                   --             --       12,063,419          1,206       116,414           --   
Common stock issued to ESOP for note
  receivable                                       --             --        1,340,379            134        13,270           --    
Employees' vesting in MRP                          --             --             --             --             224           --   
Dividends declared ($0.88 per share)               --             --             --             --            --             --   
Reversal of dividends previously waived
  by First Savings Capital, M.H.C                  --             --             --             --          (4,187)          --   
Change in net unrealized gain (loss)
  on securities available for sale                 --             --             --             --            --             --   
Net earnings                                       --             --             --             --            --             --   
                                            -----------    -----------    -----------    -----------   -----------    -----------  
Balance, December 31, 1995                         --             --       20,023,337          2,002       149,837           --    

Exercise of employee stock options                 --             --          110,919             11            78            183
Additional offering costs on common stock
  issued for cash                                  --             --             --             --            (175)          --   
Payment of ESOP liability                          --             --             --             --            --             --   
Common stock purchased by MSBP                     --             --             --             --            --             --   
Employees' vesting in ESOP/MRP/MSBP                --             --             --             --           1,841           --   
Purchase of Treasury stock                         --             --       (1,950,148)          --            --          (29,140)
Dividends declared ($0.325 per share)              --             --             --             --            --             --   
Change in net unrealized gain (loss) on
  securities available for sale                    --             --             --             --            --             --   
Net earnings                                       --             --             --             --            --             --   
                                            -----------    -----------    -----------    -----------   -----------    -----------  
Balance, December 31, 1996                         --             --       18,184,108          2,013       151,581        (28,957)

Exercise of employee stock options                 --             --           14,939           --            (179)           212
Employees' vesting in ESOP/MRP/MSBP                --             --             --             --             363           --   
Dividends declared ($0.10 per share                --             --             --             --            --             --   
Purchase of Treasury stock                         --             --       (1,643,850)          --            --          (28,067)
Change in net unrealized gain (loss) on
  securities available-for-sale                    --             --             --             --            --             --   
Net earnings                                       --             --             --             --            --             --   
                                            -----------    -----------    -----------    -----------   -----------    -----------  
Balance, March 31, 1997                     $      --      $      --      $16,555,197        $2,013    $   151,765     $  (56,812)
                                            ===========    ===========    ===========    ===========   ===========    ===========  


</TABLE>


<TABLE>
<CAPTION>
                                                                        Unrealized
                                                               MRP/    Gain (Loss)
                                              Unearned         MSBP    on Securities
                                                 ESOP         Contra     Available    Retained
                                               Shares         Account    For Sale     Earnings       Total
                                              ---------      ---------  ---------    ---------    ---------
<S>                                         <C>          <C>            <C>         <C>            <C>    
Balance, January 1, 1995                         (446)         (258)      (1,370)      85,605        108,014

Exercise of employee stock options               --              --           --           --            264
Payment of ESOP liability                         446            --           --           --            446
Contribution by  First Savings
  Capital, M.H.C                                 --              --           --           --             31
Exchange of common stock                         --              --           --           --           --
Common stock issued for cash, net of
  offering costs                                 --              --           --           --        117,620
Common stock issued to ESOP for note
  receivable                                  (13,404)           --           --           --           --
Employees' vesting in MRP                        --              76           --           --            300
Dividends declared ($0.88 per share)             --              --           --         (1,911)      (1,911)
Reversal of dividends previously waived
  by First Savings  Capital, M.H.C               --              --           --          4,187         --
Change in net unrealized gain
  (loss) on securities available for sale        --              --          1,316         --          1,316
Net earnings                                     --              --           --         12,638       12,638
                                             --------        --------    ---------    ---------    ---------
Balance, December 31, 1995                    (13,404)         (182)           (54)     100,519      238,718

Exercise of employee stock options               --              --           --           --            272
Additional offering costs on common stock
  issued for cash                                --              --           --           --           (175)
Payment of ESOP liability                       1,341            --           --           --          1,341
Common stock purchased by MSBP                   --              --           --           --         (3,848)
Employees' vesting in ESOP/MRP/MSBP              --             101           --           --          1,942
Purchase of Treasury stock                       --              --           --           --        (29,140)
Dividends declared ($0.325 per share)            --              --           --        (6,277)       (6,277)
Change in net unrealized gain (loss) on
  securities available for sale                  --              --            419         --            419
Net earnings                                     --              --           --        13,372        13,372
                                             --------        --------    ---------    ---------    ---------
Balance, December 31, 1996                    (12,063)       (3,929)           365     107,614       216,624

Exercise of employee stock options               --              --           --           --             33
Employees' vesting in ESOP/MRP/MSBP              --              --           --           --            363
Dividends declared ($0.10 per share              --              --           --         (1,656)      (1,656)
Purchase of Treasury stock                       --              --           --           --        (28,067)
Change in net unrealized gain (loss) on
  securities available-for-sale                  --              --            (23)        --            (23)
Net earnings                                     --              --           --          4,815        4,815
                                             --------        --------    ---------    ---------    ---------
Balance, March 31, 1997                      $(12,063)     $(3,9290)     $     342    $ 110,773    $ 192,089
                                             --------        --------    ---------    ---------    ---------
</TABLE>


                                       -3-


<PAGE>




                  FIRST COLORADO BANCORP, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                             (Amounts in Thousands)

<TABLE>
<CAPTION>
                                                            For the three months ended
                                                          March 31, 1997   March 31, 1996
                                                          --------------   --------------

Cash flows from operating activities:
   Interest and dividends from loans receivable,
    mortgage-backed and other asset-backed securities, 
<S>                                                          <C>            <C>   
    and investment securities                                $ 25,778        24,804
   Fees and service charges received                            1,540         1,760
   Rental income received                                          49            39
   Proceeds from sale of loans held for sale                    2,425         3,360
   Originations of loans held for sale                         (1,714)       (6,765)
   Interest paid                                               (3,311)       (3,328)
   Cash paid to suppliers and employees                        (5,950)       (5,269)
   Income taxes paid                                                0           (48)
                                                             --------       ------- 
                                                                         
     Net cash provided by operating activities               $ 18,817        14,553
                                                             ========       ======= 

Cash flows from investing activities:                                    
   Proceeds from maturities of investment and                            
    mortgage-backed securities available for sale            $  5,000        10,000
   Proceeds from maturities of investment and                            
    mortgage-backed securities held to maturity                11,000        20,000
   Purchase of investment securities held to maturity         (24,340)      (45,922)
   Principal repayments of mortgage-backed and                           
    asset-backed securities                                    14,972        15,482
   Purchase  of  mortgage-backed  and other  asset-backed                
    securities held to maturity                                     0       (35,066)
   Origination of loans receivable                            (76,130)      (95,003)
   Net decrease (increase) in customers' lines of credit       (2,518)          235
   Principal repayments of loans receivable                    52,979        68,741
   Purchase of Federal Home Loan Bank Stock                         0          (136)
   Proceeds  from  sales  of  real  estate  owned  and in                
    judgment                                                      251           359
   Proceeds from sale of office properties and equipment            6             2
   Purchase of office properties and equipment                   (433)         (574)
   Other, net                                                      68            71
                                                             --------       ------- 
                                                                         
     Net cash used by investing activities                   $(19,145)      (61,811)
                                                             ========       ======= 
</TABLE>


                                   (Continued)
                                       -4-


<PAGE>




                  FIRST COLORADO BANCORP, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                             (Amounts in Thousands)

<TABLE>
<CAPTION>
                                                              For the three months ended
                                                           March 31, 1997     March 31, 1996
                                                           --------------     --------------

Cash flows from financing activities:
<S>                                                          <C>                 <C>  
   Net increase in deposits                                    $  7,500            3,372
   Proceeds of advances from Federal Home Loan Bank              69,900                0
   Repayment of advances from Federal Home Loan Bank            (65,200)          (7,000)
   Repayment of bonds payable and other borrowings                 (116)             (52)
   Net  decrease in advances  by  borrowers  for taxes and       (3,520)          (4,495)
     insurance
   Purchase of treasury shares                                  (28,067)               0
   Cash paid for stock offering and conversion costs                  0           (2,282)
   Net proceeds from exercised stock options                        396              162
   Dividends paid                                                (1,637)            (480)
   Other, net                                                    (2,108)           3,289
                                                               --------           ------
     Net cash used by financing activities                      (22,852)          (7,486)
                                                               --------           ------
     Net decrease in cash and cash equivalents                  (23,180)         (54,744)

Cash and cash equivalents at beginning of year                   49,232          113,670

Cash and cash equivalents at end of year                       $ 26,052           58,926
                                                               ========           ======

Reconciliation of net earnings to net cash provided 
 by operating activities:
   Net earnings                                                $  4,815            4,337
   Adjustments  to  reconcile  net  earnings  to net  
    cash provided by operating activities:
       Amortization   of   premiums   and   discounts   
        on investments, net                                         104              383
       Gain on sale of  investment  securities  and  loans
        receivable                                                  (36)             (35)
       Amortization  of  deferred  loan   origination  fee
         income                                                    (203)            (127)
       Deferred  loan  origination  fee  income,   net  of
         deferred costs                                              78              316
       Provision for losses on loans  receivable,  federal
        funds sold, and real estate owned and in judgment           219              386
       Gain on sale of real estate owned, net                       (25)             (98)
       Stock dividends from Federal Home Loan Bank                 (156)            (132)
       Depreciation and amortization                                411              442
       Decrease in deferred income taxes                             (6)            (304)
       Interest expense credited to deposit accounts             11,132           10,679
       Amortization  of unearned  discounts  and  deferred
        income                                                      (16)             (25)
       Decrease (increase) in loans held for sale                   711           (3,405)
       Increase in accrued interest receivable                     (666)            (820)
       Increase in other assets                                    (439)             (42)
       Increase in current income taxes payable                   2,870            2,773
       Increase in other liabilities                                106              231
       Other, net                                                   (82)              (6)
                                                               --------           ------

         Net cash provided by operating activities             $ 18,817           14,553
                                                               ========           ======


</TABLE>



                                   (Continued)
                                       -5-


<PAGE>



                  FIRST COLORADO BANCORP, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                             (Amounts in Thousands)

<TABLE>
<CAPTION>
                                                               For the three months ended
                                                             March 31, 1997  March 31, 1996
                                                             --------------  --------------

Noncash investing and financing transactions:

<S>                                                              <C>            <C>
  Foreclosure of collateral securing loans, net of reserve       $  398              0
                                                                  =====         ======
                                                              
  Decrease in net unrealized loss on securities               
    available for sale, net of tax effect                        $  (23)           (59)
                                                                  =====         ======
                                                              
  Deferred tax effect of change in unrealized loss on         
    securities available for sale                                $  (13)           (37)
                                                                  ======        ======
                                                            

</TABLE>









                                       -6-


<PAGE>



                          FIRST COLORADO BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1. Principles of Consolidation - The consolidated  financial  statements include
   the  accounts of First  Colorado  Bancorp,  Inc.  (FCB) and its wholly  owned
   subsidiary,  First Federal Bank of Colorado  (formerly  First Federal Savings
   Bank of  Colorado).  The  accounts of First  Federal  Bank of Colorado  (FFB)
   include  its  three  wholly  owned  subsidiaries,  First  Savings  Investment
   Corporation  (FSIC),  First  Savings  Insurance  Services  (FSIS),  and First
   Savings Securities Corporation (FSSC) (collectively,  the Bank). All entities
   together  are  collectively  referred  to as  the  Company.  All  significant
   intercompany accounts and transactions have been eliminated in consolidation.

   The Company is a Colorado  stock  corporation  organized in September 1995 to
   facilitate  the  conversion of the Bank's  holding  company  (formerly  First
   Savings  Capital,  M.H.C.) from the mutual to stock form of ownership  and to
   acquire and hold all of the capital stock of the Bank. In connection with the
   conversion,  First Savings Capital, M.H.C., which had owned 66% of the Bank's
   common stock,  was merged with and into the Bank,  and its shares of the Bank
   were canceled.  On December 29, 1995, the Company issued  6,619,539 shares of
   its common stock for all of the remaining outstanding shares of the Bank, and
   issued and sold  13,403,798  shares of its common  stock at a price of $10.00
   per share. In 1996, the Company engaged in no significant  business  activity
   other than its ownership of the Bank's common stock.

2. Basis of Presentation - The Consolidated  Statement of Financial Condition as
   of March 31, 1997,  the  Consolidated  Statements of Operations for the three
   month periods ended March 31, 1997 and 1996,  the  Consolidated  Statement of
   Stockholders' Equity for the three month period ended March 31, 1997, and the
   Consolidated Statements of Cash Flows for the three month periods ended March
   31, 1997 and 1996,  have been  prepared by the Company,  without  audit,  and
   therefore do not include  information  or footnotes  necessary for a complete
   presentation of consolidated financial condition,  results of operations, and
   cash flows in conformity with generally accepted accounting principles. It is
   suggested that these Consolidated Financial Statements be read in conjunction
   with the December 31, 1996 Financial  Statements  and notes thereto  included
   with the Company's Annual Report. However, in the opinion of management,  all
   adjustments  (consisting of normal recurring  adjustments)  necessary for the
   fair  presentation  of  the  consolidated   financial  statements  have  been
   included. The results of operations for the three months ended March 31, 1997
   are not  necessarily  indicative of the results which may be expected for the
   entire year or for any other period.

3. Earnings  per Share - Earnings  per share for the three month  periods  ended
   March 31, 1997 and March 31, 1996 was calculated based on the number of fully
   diluted  shares at period end.  Stock  options are  regarded as common  stock
   equivalents computed using the Treasury Stock method.  Shares acquired by the
   Employee  Stock  Ownership  Plan (ESOP) are not  considered  in the  weighted
   average shares  outstanding  until shares are committed to be released to the
   employees' individual account or have been earned.

   See Exhibit 11.

4. Dividends - On March 19, 1997,  the Company  declared a 10.0(cent)  per share
   cash  dividend on the  Company's  common stock to  shareholders  of record on
   March 31, 1997. The cash dividend was paid on April 18, 1997.



                                       -7-


<PAGE>




5. Recent Accounting  Pronouncements - Accounting for Transfers and Servicing of
   Financial Assets and Extinguishments of Liabilities. The FASB issued SFAS No.
   125,   Accounting  for  Transfers  and  Servicing  of  Financial  Assets  and
   Extinguishments  of Liabilities  (SFAS No. 125) and SFAS No. 127, Deferral of
   the Effective Date of Certain  Provisions of FASB Statement No. 125 (SFAS No.
   127)  in  June  and  December  1996,  respectively.  SFAS  No.  125  provides
   accounting  and reporting  standards for transfers and servicing of financial
   assets and extinguishments of liabilities.  It requires entities to recognize
   servicing  assets and  liabilities  for all  contracts  to service  financial
   assets, unless the assets are securitized and all servicing is retained.  The
   servicing  assets  will be measured  initially  at fair  values,  and will be
   amortized  over the  estimated  useful  lives  of the  servicing  assets.  In
   addition,  the  impairment of servicing  assets will be recognized  through a
   valuation allowance. SFAS No. 125 also addresses the accounting and reporting
   standards for securities  lending,  dollar-rolls,  repurchase  agreements and
   similar  transactions.  The Company will prospectively  adopt SFAS No. 125 on
   January 1, 1997.  However,  in accordance with SFAS No. 127, the Company will
   defer  adoption  of  the  standard  as  it  relates  to  securities  lending,
   dollar-rolls, repurchase agreements and similar transactions until January 1,
   1998.  The  Company  does not expect the  adoption  of SFAS No. 125 to have a
   material impact on its consolidated financial statements.

   Earnings per Share. On March 3, 1997, the FASB issued SFAS No. 128,  Earnings
   per Share (SFAS No. 128) which is effective for financial  statements  issued
   for periods ending after December 15, 1997. SFAS No. 128 replaces APB Opinion
   15, Earnings per Share,  and simplifies the computation of earnings per share
   (EPS) by replacing the  presentation  of primary EPS with a  presentation  of
   basic EPS. In addition, the Statement requires dual presentation of basic and
   diluted EPS by entities with complex capital  structures.  Basic EPS includes
   no  dilution  and  is  computed  by  dividing  income   available  to  common
   stockholders by the weighted-average  number of common shares outstanding for
   the period.  Diluted EPS reflects the potential  dilution of securities  that
   could share in the earnings of an entity,  similar to fully  diluted EPS. The
   computation of EPS will be compatible with  international  standards,  as the
   International  Accounting  Standards  Committee  recently issued a comparable
   standard.








                                       -8-


<PAGE>




                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


First Colorado Bancorp, Inc. (the "Company") is a Colorado corporation organized
in  September  1995 at the  direction  of the  Board of  Directors  of the First
Federal Bank of Colorado  (the "Bank") to  facilitate  the  conversion  of First
Savings Capital,  M.H.C. (the "Mutual Holding Company") from the mutual to stock
form of ownership  and to acquire and hold all of the capital  stock of the Bank
(collectively, the "Conversion and Reorganization").  The Mutual Holding Company
previously was the majority stockholder of the Bank and upon consummation of the
Conversion and  Reorganization  on December 29, 1995, the Mutual Holding Company
was merged with and into the Bank, and the Company acquired the Bank as a wholly
owned  subsidiary.  In connection  with the Conversion and  Reorganization,  the
Company sold  13,403,798  shares of its common stock to the public in an initial
public  offering and issued  6,619,539  shares in exchange  for the  outstanding
shares of the Bank held by persons other than the Mutual Holding Company.  As of
March 31, 1997, the Company had total assets of $1.5 billion,  total deposits of
$1.2 billion,  and  stockholders'  equity of $192.1  million,  or 12.7% of total
assets.

The primary activity of the Company is holding the common stock of the Bank. The
Company is therefore a unitary savings and loan holding company. The Company has
no significant  assets other than all of the  outstanding  shares of Bank Common
Stock,  the note  evidencing  the Company's  loan to the Bank's  Employee  Stock
Ownership  Plan  ("ESOP") and the portion of the net proceeds from the Offerings
retained by the Company,  which have been  invested in a loan to the Bank and in
deposits  in the  Bank,  and in a  stock  repurchase  program  resulting  in the
repurchase of 3.6 million shares of Company common stock for $56.8 million.  All
intercompany  accounts  have  been  eliminated  in  the  Company's  consolidated
financial statements.






                                       -9-

<PAGE>



                      COMPARISON OF FINANCIAL CONDITION AT
                      MARCH 31, 1997 AND DECEMBER 31, 1996

The total assets of the Company  decreased $4.6 million,  or 0.3%, from $1,514.1
million  at  December  31,  1996 to  $1,509.5  million at March 31,  1997.  This
decrease  is  due   primarily  to  a  decrease  in  Fed  funds  sold  and  other
interest-earning  assets of $20.7  million,  or 74.5%,  from  $27.8  million  at
December 31, 1996 to $7.1 million at March 31, 1997.  Mortgage-backed  and other
asset-backed securities also decreased, from $281.3 million at December 31, 1996
to $266.2 million at March 31, 1997, a decrease of $15.1  million,  or 5.4%. The
decrease in both Fed funds sold and in  mortgage-backed  and other  asset-backed
securities  resulted from the Bank utilizing  those funds in the  origination of
loans receivable. Offsetting the decrease was an increase in loans receivable of
$24.5 million, or 2.3%. Investment securities also increased, from $72.7 million
at December 31, 1996,  to $81.0  million at March 31, 1997,  an increase of $8.3
million,  or  11.4%,  due to the  Bank's  decision  to  increase  its  liquidity
portfolio.

As of March 31, 1997 and December 31, 1996,  non-performing  assets totaled $2.9
million, or 0.2% of total assets.

The increase in liabilities  primarily occurred in the deposit portfolio,  which
increased $18.6 million, or 1.6%, from $1,135.8 million at December 31, 1996, to
$1,154.4  million at March 31, 1997.  Total  advances from the Federal Home Loan
Bank increased by $4.7 million,  or 3.8%, from $122.5 million as of December 31,
1996, to $127.2 million as of March 31, 1997.

Stockholders'  equity  decreased $24.5 million,  or 11.3%,  primarily due to net
earnings of $4.8 million for the three  months ended March 31, 1997,  being more
than offset by dividends  declared  totaling  $1.7  million and  treasury  stock
purchases totaling $28.1 million.










                                      -10-


<PAGE>



                     COMPARISON OF OPERATING RESULTS FOR THE
                   THREE MONTHS ENDED MARCH 31, 1997 AND 1996

GENERAL.  Net  earnings  for the three  months  ended March 31,  1997  increased
$478,000, or 11.0%, to $4.8 million from $4.3 million for the three months ended
March 31, 1996.  The increase was  primarily  due to an increase in net interest
income.

NET INTEREST INCOME. Net interest income increased $731,000, or 6.3%, from $11.5
million during the three months ended March 31, 1996 to $12.2 million during the
three  months  ended March 31,  1997.  This  increase  was  primarily  due to an
increase in total interest  income of $1.2 million,  or 4.7%, from $25.5 million
for the three months ended March 31, 1996 to $26.7  million for the three months
ended March 31, 1997.  This  increase was primarily the result of an increase in
interest income on loans receivable from $18.6 million in the three months ended
March 31, 1996 to $21.1 million in the three months ended March 31, 1997, due to
an  increase  in the  average  portfolio  balance  of  loans  receivable,  which
increased  $128.7 million,  or 13.6%,  to $1,072.9  million for the three months
ended March 31, 1997,  from $944.2  million for the three months ended March 31,
1996. The increase in the average portfolio balance of loans receivable resulted
primarily  from a strong  economy in the  Company's  market area coupled with an
aggressive  program to attract new loan  originations  in both the  mortgage and
nonmortgage  portfolios.  The increase in interest income from loans  receivable
was partially  offset by a decrease in interest  income on  mortgage-backed  and
other asset-backed  securities (including those available for sale) of $409,000,
or 8.6%,  to $4.4 million for the three  months ended March 31, 1997,  from $4.8
million for the three months  ended March 31,  1996,  due to the decrease in the
average portfolio balance of $43.0 million,  or 13.6%, to $273.8 million for the
three  months  ended March 31,  1997,  from $316.8  million for the three months
ended  March  31,  1996.  The  decrease  in the  average  portfolio  balance  of
mortgage-backed  and  other  asset-backed  securities  is  due  to  management's
decision to reinvest the cash flows from these  securities in loans  receivable.
Other  interest  income also  decreased  as did  interest  income on  investment
securities. Other interest income decreased $679,000, or 88.3%, from $769,000 in
the three months ended March 31, 1996 to $90,000 in the three months ended March
31, 1997, due to the decrease in the average portfolio balance of $25.4 million,
or 64.9%,  to $13.7 million for the three months ended March 31, 1997 from $39.1
million for the three months ended March 31, 1996. Interest income on investment
securities  (including  those available for sale) decreased from $1.4 million in
the three  months ended March 31, 1996 to $1.2 million in the three months ended
March 31, 1997,  due to the decrease in the average  portfolio  balance of $13.1
million,  or 13.0%,  to $87.1 million for the three months ended March 31, 1997,
from $100.2 million for the three months ended March 31, 1996.

The increase in interest  income was combined with an increase in total interest
expense of  $459,000,  or 3.3%,  from $14.0  million for the three  months ended
March 31,  1996,  to $14.5  million for the three  months  ended March 31, 1997.
Interest paid on deposits  increased by $486,000,  or 4.1%, to $12.4 million for
the three months ended March 31, 1997,  from $11.9  million for the three months
ended March 31,  1996.  This  increase  was due  primarily to an increase in the
average balance of the deposits of $60.2 million,  or 5.6%, to $1,138.4  million
for the three months ended March 31, 1997,  from $1,078.2  million for the three
months  ended March 31,  1996,  offsetting a decrease of six basis points in the
cost of  deposits.  Interest  paid on  borrowed  funds  decreased  slightly,  by
$27,000,  or 1.3% for the three  months  ended March 31,  1997,  compared to the
three months ended March 31, 1996, due to a $1.5 million increase in the average
balance of Federal  Home Loan Bank  advances  and other  borrowed  money for the
three months  ended March 31, 1997  compared to the three months ended March 31,
1996  being  offset  by a  decrease  of  fifteen  basis  points  in the  cost of
borrowings.




                                       11-


<PAGE>




PROVISION  (CREDIT) FOR LOSSES ON LOANS. In determining the provision for losses
on loans,  management  analyzes,  among other things, the Bank's loan portfolio,
market  conditions and the Bank's market area. The provision for losses on loans
decreased by $11,000 for the periods  under  comparison,  from  $230,000 for the
three  months  ended March 31, 1996 to $219,000 for the three months ended March
31, 1997.  Management believes that the allowance for loan losses is adequate at
March 31, 1997.  There can be no assurances  that the allowance will be adequate
to cover losses which may in fact be realized in the future and that  additional
provisions will not be required.

NONINTEREST  INCOME.  Noninterest  income increased by $139,000,  or 11.6%, from
$1.2  million for the three  months ended March 31, 1996 to $1.3 million for the
three months ended March 31, 1997.  This increase was primarily the result of an
increase in fees and  service  charges of $50,000 and an increase in the gain on
the sale of loans of  $157,000,  offset by a  decrease  of $78,000 in net income
from real estate operations.

NONINTEREST  EXPENSE.  Noninterest expense increased by $56,000, or 1.0% for the
three  months  ended March 31, 1997 as compared to the three  months ended March
31,  1996.  The  increase  was  primarily  due to an  increase  of  $495,000  in
compensation  expense  offset by a decrease of  $440,000 in the federal  deposit
insurance premium expense. Minor changes in other noninterest expense categories
also contributed to the total increase.

The Bank experienced increased  compensation costs during the three months ended
March  31,  1997,   primarily  due  to  an  increase  of  $239,000  in  employee
compensation  resulting from  increased  staffing and to an increase of $253,000
resulting  from expense  recognized on benefit plans  (including the purchase of
shares  of  common  stock  of the  Company  by the ESOP in  connection  with the
Conversion and  Reorganization) due to the price appreciation of the fair market
value of common stock in those plans.  The ESOP  purchased  its shares with a 10
year loan from the  Company.  Shares are  expensed as they are  released.  Also,
beginning  in the third  quarter of 1996,  the  Company  experienced  additional
compensation  expense due to the adoption by shareholders of a Management  Stock
Bonus Plan ("MSBP")  whereby various  officers and directors of the Bank will be
granted  restricted stock over a five-year period.  The MSBP purchased shares of
Common  Stock  of the  Company  for  the  plan in open  market  purchases.  Such
purchased  shares will be expensed  over a five year period  beginning  July 24,
1997 at fair market value. The increase in compensation  expense was offset by a
decrease in the federal deposit insurance premium expense,  due primarily to the
reduction in the premium rate as a result of the September 30, 1996  legislation
recapitalizing the Savings Association Insurance Fund.

INCOME TAX EXPENSE.  Federal and state income  taxes  increased by $347,000,  or
13.8%,  for the three months  ended March 31, 1997  compared to the three months
ended March 31, 1996,  due  primarily to the increase in earnings  before income
taxes.






                                      -12-


<PAGE>




                         LIQUIDITY AND CAPITAL RESOURCES

The Bank is required to maintain a minimum  level of liquid assets as defined by
the Office of Thrift Supervision (OTS) regulations. This requirement,  which may
be varied  from time to time  depending  upon  economic  conditions  and deposit
flows,  is based upon a percentage of deposits and  short-term  borrowings.  The
required  ratio is currently 5%. The Bank's  liquidity  averaged 8.7% during the
month of March,  1997.  The Bank  adjusts its  liquidity  level in order to meet
funding  needs for deposit  outflows,  payment of real estate  taxes from escrow
accounts on mortgage loans,  repayment of borrowings when  applicable,  and loan
funding commitments. The Bank also adjusts its liquidity level as appropriate to
meet its asset/liability management objectives.

The Bank's primary sources of funds are deposits,  amortization  and prepayments
of loans  and  mortgage-backed  and  other  asset-backed  securities,  sales and
maturities of investment securities,  Federal Home Loan Bank of Topeka advances,
borrowings  from commercial  banks,  and funds provided from  operations.  While
scheduled loan amortization and maturing investment  securities are a relatively
predictable  source of funds,  deposit  flow and loan  prepayments  are  greatly
influenced by market interest rates,  economic  conditions and competition.  The
Bank manages the pricing of its deposits to maintain a steady deposit balance.

In addition,  the Bank invests any excess funds in federal  funds and  overnight
deposits  which provide  liquidity to meet lending  requirements.  Federal Funds
sold and  other  interest-earning  assets  at March 31,  1997  amounted  to $7.1
million,  a decrease of $20.7  million from  December 31,  1996.  This  decrease
reflects the utilization of excess Federal Funds sold and other interest-earning
assets in funding loans receivable.

When the Bank  requires  funds beyond its ability to generate  them  internally,
borrowing  agreements  exist with  other  financial  institutions  to provide an
additional  source of funds.  The Bank had a March 31,  1997  balance  of $127.2
million of Federal  Home Loan Bank  advances  compared  to $122.5  million as of
December 31, 1996. These borrowings were used to fund the Bank's cash needs. The
Bank also anticipates that it will require additional  short-term  borrowings to
meet its  current  loan  commitments.  At March  31,  1997,  the Bank had  total
outstanding  commitments to fund loan originations or  mortgage-backed  security
purchases of $16.7 million.

The Bank  can also  access  the  capital  markets  to meet its cash  needs,  and
recently did so through the Conversion and Reorganization, as explained above.

As required by regulation,  the Bank must maintain a minimum regulatory tangible
capital ratio of 1.5% of tangible  assets, a minimum core capital ratio of 3% of
adjusted tangible assets,  and a minimum risk-based capital ratio of 8% of total
risk-weight assets.







                                      -13-


<PAGE>





                   LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

The Bank's capital  requirements and actual capital under OTS regulations are as
follows as of March 31, 1997:

                                 AMOUNT           % OF ASSETS
                                 ------           -----------

    GAAP Capital                $172,375             11.70%
                                ========

    Tangible Capital:
        Actual                  $167,340             11.11%
        Required                  22,590              1.50
                                --------             -----
        Excess                  $144,750              9.61%
                                ========

    Core Capital:
        Actual                  $170,033             11.27%
        Required                  45,260              3.00
                                --------             -----
        Excess                  $124,773              8.27%
                                ========               

    Risk-based Capital:
        Actual                  $172,149             21.92%
        Required                  62,829              8.00
                                --------             -----
        Excess                  $109,320             13.92%
                                ========             


                     IMPACT OF INFLATION AND CHANGING PRICES

The  consolidated  financial  statements  of  the  Company  and  notes  thereto,
presented  elsewhere  herein,  have been prepared in accordance with GAAP, which
require the measurement of financial condition and operating results in terms of
historical  dollars without  considering  the change in the relative  purchasing
power of money over time due to inflation.  The impact of inflation is reflected
in the  increased  cost of the  Company's  operations  . Unlike most  industrial
companies,  nearly all the assets and  liabilities of the Company are financial.
As a result,  interest rates have a greater impact on the Company's  performance
than do the  effects  of  general  levels of  inflation.  Interest  rates do not
necessarily  move in the same  direction  or to the same extent as the prices of
goods and services.




                                      -14-

<PAGE>

                              KEY OPERATING RATIOS



                                Three Months Ended
                                     March 31,
                               1997 (1)   1996 (1)
                               --------   --------
                              (Dollars in Thousands,
                              except per share data)
                                   (Unaudited)

Return on average assets...       1.28%      1.17%
Return on average equity...       9.52       7.21
Net interest spread........       2.82       2.55
Net interest margin........       3.38       3.24
Noninterest expense to
 average assets............       1.51       1.52
Equity to assets (period end)    12.73      16.19


                                           At March 31,   At December 31, 
                                                1997           1996
                                           ------------   ---------------

                                               (Dollars in Thousands,
                                               except per share data)
                                                    (Unaudited)

Nonperforming loans.....................      $  1,314        $  1,457
Repossessed real estate.................         1,629           1,457
                                              --------        --------
   Total nonperforming assets...........      $  2,943        $  2,914
                                              ========        ========

Allowance for loan losses to                    136.49%         132.12%
nonperforming assets....................
Nonperforming loans to total loans......          0.12%           0.14%
Nonperforming assets to total assets....          0.20%           0.19%

Book value per share (2)................      $  11.60        $  11.91


--------------
(1) The ratios for the three-month period are annualized where appropriate.
(2) The number of shares  outstanding as of March 31, 1997 and December 31, 1996
    was 16,555,197 and 18,184,108,  respectively. This includes shares purchased
    by the ESOP.





                                      -15-


<PAGE>


                          FIRST COLORADO BANCORP, INC.
                                     PART II

Item 1. Legal  Proceedings - The Bank is not engaged in any legal proceedings of
a material nature at the present time. From time to time, the Bank is a party to
legal  proceedings  wherein  it  enforces  its  security  interest  in  loans or
addresses other issues incident to the business of the Bank.

Item 2.  Changes in Securities - 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 - On January 21, 1997, the Company  announced that it
had  received  non-objection  from the OTS to  purchase  up to 10% or  1,818,410
shares of the Company's common stock.

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

Exhibit 11 - Statement Regarding Computation of Earnings per Share

(b)  Reports on Form 8-K

None






                                      -16-


<PAGE>


                          FIRST COLORADO BANCORP, INC.


                                   SIGNATURES


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



   First Colorado Bancorp, Inc.      (Registrant)



Date: May 7, 1997                By: /s/ Malcolm E. Collier, Jr.
                                     ---------------------------
                                     Malcolm E. Collier, Jr.
                                     Chairman of the Board
                                     Chief Executive Officer



Date: May 7, 1997                By: /s/ Brian L. Johnson
                                     --------------------
                                     Brian L. Johnson
                                     Vice President
                                     Treasurer







                                      -17-