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 June 30, 1997
                                       OR

     [ ] TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE  SECURITIES
         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 July 31, 1997

     $0.10 Par Value Common Stock                        16,563,780
----------------------------------------       ------------------------------
                 Class                              Shares Outstanding




<PAGE>





                          FIRST COLORADO BANCORP, INC.

                                      INDEX
<TABLE>
<CAPTION>


                                                                                  Page Number

<S>         <C>                                                                         <C>
PART I -    CONSOLIDATED FINANCIAL INFORMATION

            Consolidated Statements of Financial Condition
            at June 30, 1997 (unaudited) and
            December 31, 1996                                                           1

            Consolidated Statements of Operations for the
            Three and Six Months Ended June 30,
            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  June  30,  1997
            (unaudited)                                                                 3

            Consolidated Statements of Cash Flows
            for the Six Months Ended June 30,
            1997 and 1996 (unaudited)                                                   4 - 6
`
            Notes to Consolidated Financial Statement                                   7 - 8

            Management's Discussion and Analysis of Financial
            Condition and Results of Operations                                         9 - 16

            
PART II -   OTHER INFORMATION                                                           17

SIGNATURES                                                                              18

EXHIBIT


</TABLE>


<PAGE>




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

                                                                                                As of
                                                                             ------------------------------------------
                                                                             June 30, 1997            December 31, 1996
                                                                             -------------            -----------------
                                                                              (unaudited)
<S>                                                                         <C>                        <C>         
Assets
Cash and due from banks                                                     $     19,190               $     21,449
Federal funds sold and other interest-earning assets                               5,261                     27,783
Investment Securities:
     Held-to-maturity                                                             72,930                     61,642
     Available-for-sale, at market value                                           6,501                     11,099
Mortgage-backed securities, net:                                      
     Held-to-maturity                                                            245,281                    273,602
     Available-for-sale, at market value                                           6,704                      7,687
Loans receivable, net                                                          1,103,996                  1,061,524
Accrued interest receivable                                                        8,295                      8,059
Office properties and equipment, net                                              25,160                     22,930
Federal Home Loan Bank stock                                                      10,312                      9,554
Real estate owned                                                                  1,252                      1,457
Income taxes receivable                                                              444                        589
Core deposit intangible                                                            2,630                      2,757
Other assets                                                                       1,905                      3,956
                                                                            ------------               ------------
     Total assets                                                           $  1,509,861               $  1,514,088
                                                                            ============               ============

Liabilities
Deposits                                                                       1,145,562                  1,135,823
Advances from Federal Home Loan Bank                                             137,610                    122,515
Other borrowed money                                                               4,833                      5,009
Advances by borrowers for taxes and insurance                                      2,201                      8,312
Deferred income taxes                                                              5,001                      5,118
Other liabilities                                                                 19,941                     20,687
                                                                            ------------               ------------
     Total liabilities                                                      $  1,315,148               $  1,297,464

Stockholders' Equity
Common stock, $0.10 par value (50,000,000 shares
     authorized; 20,134,256 shares issued
     at June 30, 1997 and December 31, 1996;
     16,561,425 and 18,184,108 shares
     outstanding at June 30, 1997 and
     December 31, 1996, respectively)                                              2,013                      2,013
Additional paid-in capital                                                       152,250                    151,581
Treasury stock (3,572,831 and 1,950,148 shares,                                                            
     respectively, at cost)                                                      (56,724)                   (28,957)
Unearned ESOP shares                                                             (12,063)                   (12,063)
Unearned MRP/MSBP shares                                                          (3,929)                    (3,929)
Unrealized gain on securities available for sale (net of tax)                        189                        365
Retained earnings, partially restricted                                          112,977                    107,614
                                                                            ------------               ------------
     Total stockholders' equity                                                  194,713                    216,624
                                                                            ------------               ------------

     Total liabilities and stockholders' equity                             $  1,509,861               $  1,514,088
                                                                           =============               ============

</TABLE>

                                       -1-



<PAGE>





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

                                                                 For the three months ended             For the six months ended
                                                              June 30, 1997    June 30, 1996        June 30, 1997     June 30, 1996
                                                              -------------    -------------        -------------     -------------

<S>                                                           <C>              <C>                  <C>               <C>       
Interest income:
    Loans                                                     $    21,530          19,432               42,596            38,049
    Mortgage-backed securities                                      3,305           5,021                7,659             9,784
    Investment securities                                           1,291           1,419                2,496             2,795
    Other                                                             107             239                  197             1,008
                                                                   ------          ------               ------            ------
       Total interest income                                       26,233          26,111               52,948            51,636
                                                                   ------          ------               ------            ------

Interest expense:
    Deposits                                                       12,738          11,929               25,134            23,839
    Borrowed funds                                                  2,194           1,994                4,265             4,092
                                                                   ------          ------               ------            ------
       Total interest expense                                      14,932          13,923               29,399            27,931
                                                                   ------          ------               ------            ------

Net interest income                                                11,301          12,188               23,549            23,705

Provision for loan losses                                             335              77                  554               307
                                                                   ------          ------               ------            ------
Net interest income after provision for loan losses                10,966          12,111               22,995            23,398
                                                                   ------          ------               ------            ------

Noninterest income:
    Fees and service charges                                        1,260           1,203                2,458             2,351
    Gain on sale of loans, net                                         63             187                   99                66
    Net income from real estate operations                             87             142                  138               271
    Rental income                                                      45              42                   94                81
                                                                   ------          ------               ------            ------
       Total noninterest income                                     1,455           1,574                2,789             2,769
                                                                   ------          ------               ------            ------

Noninterest expense:
    Compensation                                                    3,382           2,861                6,595             5,579
    Occupancy                                                       1,021           1,005                1,962             1,934
    Provision (credit) for losses on real estate owned                (19)             54                   --                28
    Credit for losses on federal funds sold                            --             (18)                  --               (18)
    Professional fees                                                 154             210                  334               407
    Advertising                                                       249             269                  451               526
    Printing, supplies and postage                                    291             269                  585               544
    FDIC premiums                                                     182             641                  360             1,259
    Other, net                                                        758             683                1,415             1,343
                                                                   ------          ------               ------            ------
       Total noninterest expense                                    6,018           5,974               11,702            11,602
                                                                   ------          ------               ------            ------



Earnings before income taxes                                        6,403           7,711               14,082            14,565
Income tax expense                                                  2,378           2,784                5,242             5,301
                                                                   ------          ------               ------            ------
Net earnings                                                        4,025           4,927                8,840             9,264
                                                                   ======          ======               ======            ======


Fully diluted earnings per share                                     0.25            0.26                 0.54              0.49

Fully diluted shares outstanding                               16,024,283      19,094,767           16,282,345        19,070,947

</TABLE>







                                       -2-



<PAGE>


                 Consolidated Statements of Stockholders' Equity
                  Period from January 1, 1995 to June 30, 1997
 (Activity for the Six Months Ended June 30, 1997 is Unaudited)
                  (Amounts in Thousands, except Share Amounts)

<TABLE>
<CAPTION>
                                                                                                                                    
                                                                                                             Common                 
                                                 Common Stock             Common Stock       Additional       Stock         Unearned
                                                $1.00 par value          $0.10 par value       Paid-in       Treasury         ESOP  
                                                ---------------          ---------------              
                                              Shares       Amount       Shares      Amount     Capital        Shares         Shares 
                                              ------       ------       ------      ------     -------        ------         ------ 
<S>                                        <C>             <C>        <C>           <C>        <C>            <C>          <C>     
Balance, January 1, 1995                    6,331,622      $ 6,332         --       $  --       18,151            --           (446)
                                                                                                              
Exercise of employee stock options             39,515           40         --          --          224            --             -- 
Payment of ESOP liability                         --           --          --          --           --            --            446 
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            --        (13,404)
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            --        (13,404)
                                                                                                               
Exercise of employee stock options                --           --        110,919        11          78            183            -- 
Additional offering costs on common                                                                            
   stock issued for cash                          --           --          --          --         (175)           --             -- 
Payment of ESOP liability                         --           --          --          --           --            --          1,341 
Common stock purchased by MSBP                    --           --          --          --           --            --             -- 
Employees' vesting in                             --           --          --          --        1,841            --             -- 
ESOP/MRP/MSBP                                                                                                  
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)      (12,063)
                                                                                                                      
Exercise of employee stock options                --           --         21,167       --         (253)           300            -- 
Employees' vesting in ESOP/MRP/MSBP               --           --          --          --          922            --             -- 
 Dividends declared ($0.21 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, June 30, 1997                            --    $      --     16,561,425    $2,013     152,250        (56,724)      (12,063)
                                           ==========   ==========    ==========    ======     =======        =======       ======= 
</TABLE>


<TABLE>
<CAPTION>

                                                                 Net
                                                              Unrealized
                                                  MRP/        Gain (Loss)
                                                  MSBP       on Securities
                                                 Contra        Available        Retained
                                           
                                                 Account        For Sale        Earnings          Total
                                                 -------        --------        --------          -----
                                           
<S>                                              <C>                <C>          <C>             <C>    
Balance, January 1, 1995                           (258)         (1,370)          85,605         108,014
                                           
Exercise of employee stock options                   --              --              --              264
Payment of ESOP liability                            --              --              --              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                                   --              --              --              --
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                         (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
Common stock purchased by MSBP                   (3,848)             --              --           (3,848)
Employees' vesting in                               101              --                            1,942
ESOP/MRP/MSBP                              
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                       (3,929)            365          107,614         216,624
                                           
Exercise of employee stock options                   --              --              --               47
Employees' vesting in ESOP/MRP/MSBP                  --              --              --              922
 Dividends declared ($0.21 per share)                --              --           (3,477)         (3,477)
Purchase of Treasury stock                           --              --              --          (28,067)
Change in net unrealized gain (loss) on    
   securities available-for-sale                     --            (176)             --             (176)
Net earnings                                         --              --            8,840           8,840
                                                -------          ------          -------         -------
Balance, June 30, 1997                           (3,929)            189          112,977         194,713
                                                =======          ======          =======         =======                       
</TABLE>


                                       -3-



<PAGE>



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

<TABLE>
<CAPTION>

                                                                                             For the six months ended

                                                                                       June 30, 1997              June 30, 1996
                                                                                       -------------              -------------

<S>                                                                                       <C>                          <C>      
Cash flows from operating activities:
    Interest and dividends from loans receivable, mortgage-backed
       and other asset-backed securities, and investment securities                       $   52,532                     50,834
    Fees and service charges received                                                          3,070                      3,365
    Rental income received                                                                        94                         81
    Proceeds from sale of loans held for sale                                                  5,027                     24,673
    Originations of loans held for sale                                                       (4,284)                   (24,307)
    Interest paid                                                                             (6,763)                    (6,534)
    Cash paid to suppliers and employees                                                     (11,585)                   (11,255)
    Income taxes paid                                                                         (5,106)                    (5,234)
                                                                                          ----------                   --------

       Net cash provided by operating activities                                              32,985                     31,623
                                                                                          ----------                   --------

Cash flows from investing activities:
    Proceeds from maturities of investment and mortgage-backed
       securities available for sale                                                           5,000                     11,000
    Proceeds from maturities of investment and mortgage-backed
       securities held to maturity                                                            27,000                     43,700
    Purchase of investment securities held to maturity                                       (38,361)                   (68,765)
    Principal repayments of mortgage-backed and asset-backed securities                       29,441                     33,636
    Purchase of mortgage-backed and other asset-backed securities
       held to maturity                                                                       (1,719)                   (35,066)
    Origination of loans receivable                                                         (152,364)                  (185,429)
    Net increase in customers' lines of credit                                                (4,033)                    (1,800)
    Principal repayments of loans receivable                                                 112,692                    118,192
    Purchase of Federal Home Loan Bank Stock                                                       0                       (136)
    Proceeds from sales of real estate owned and in judgment                                     629                        573
    Proceeds from sale of office properties and equipment                                         31                          0
    Purchase of office properties and equipment                                               (1,104)                    (1,620)
    Proceeds from sale of real estate held for investment and development                          0                        344
    Other, net                                                                                   141                        156
                                                                                          ----------                   --------

       Net cash used by investing activities                                                 (22,647)                   (85,215)
                                                                                          ----------                   --------
</TABLE>













                                   (Continued)
                                       -4-



<PAGE>



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

<TABLE>
<CAPTION>

                                                                                                     For the six months ended
                                                                                              June 30, 1997       June 30, 1996
                                                                                              -------------       -------------

<S>                                                                                             <C>                     <C>  
Cash flows from financing activities:
    Net increase (decrease) in deposits                                                         $  (12,906)               1,696
    Proceeds of advances from Federal Home Loan Bank                                               154,500               24,000
    Repayment of advances from Federal Home Loan Bank                                             (139,405)             (30,155)
    Repayment of bonds payable and other borrowings                                                   (183)                (269)
    Net decrease in advances by borrowers for taxes and insurance                                   (6,111)              (7,005)
    Purchase of treasury shares                                                                    (28,067)                   0
    Cash paid for stock offering and conversion costs                                                    0               (2,135)
    Net proceeds from exercised stock options                                                           47                   69
    Net proceeds from ESOP/MRP/MSBP                                                                    922                    0
    Dividends paid                                                                                  (3,292)              (1,986)
    Other, net                                                                                        (624)               3,832
                                                                                                ----------              -------
       Net cash used by financing activities                                                       (35,119)             (11,953)
                                                                                                ----------              ------- 
       Net decrease in cash and cash equivalents                                                   (24,781)             (65,545)

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

Cash and cash equivalents at end of period                                                      $   24,451               48,125
                                                                                                ==========              =======

Reconciliation of net earnings to net cash provided by operating activities:
    Net earnings                                                                                $    8,840                9,264
    Adjustments to reconcile net earnings to net cash provided
       by operating activities:
          Amortization of premiums and discounts on investments, net                                   961                  571
          Gain on sale of investment securities and loans receivable                                   (99)                 (66)
          Amortization of deferred loan origination fee income                                        (327)                (349)
          Deferred loan origination fee income, net of deferred costs                                    8                  306
          Provision for losses on loans receivable, federal funds sold,
              and real estate owned and in judgment                                                    554                  335
          Gain on sale of real estate owned, net                                                       (70)                (144)
          Gain on sale of real estate held for investment and development                                0                  (24)
          Stock dividends from Federal Home Loan Bank                                                 (758)                (284)
          Depreciation and amortization                                                                872                  945
          Decrease in deferred income taxes                                                             (9)                (172)
          Interest expense credited to deposit accounts                                             22,645               21,407
          Amortization of unearned discounts and deferred income                                       (56)                 (65)
          Decrease in loans held for sale                                                              743                  366
          Increase in accrued interest receivable                                                     (236)                (676)
          Decrease (increase) in other assets                                                           83                 (205)
          Increase in current income taxes payable                                                     145                  239
          Increase (decrease) in other liabilities                                                    (251)                 108
          Other, net                                                                                   (60)                  67
                                                                                                ----------              -------

              Net cash provided by operating activities                                         $   32,985               31,623
                                                                                                ==========              =======

</TABLE>



                                   (Continued)
                                       -5-

<PAGE>

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

<TABLE>
<CAPTION>

                                                                   For the six months ended
                                                                June 30, 1997       June 30, 1996
                                                                -------------       -------------

<S>                                                                <C>                   <C>  
Noncash investing and financing transactions:

   Foreclosure of collateral securing loans, net of reserve        $ 354                  494
                                                                    ====                  ===

   Decrease in net unrealized loss on securities
     available for sale, net of tax effect                         $(176)                (122)
                                                                    ==========================

   Deferred tax effect of change in unrealized loss on
     securities available for sale                                 $(108)                 (76)
                                                                    =====                 ====

</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 1995,  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 June 30, 1997,  the  Consolidated  Statements of  Operations  for the
     three and six month periods ended June 30, 1997 and 1996, the  Consolidated
     Statement of  Stockholders'  Equity for the six month period ended June 30,
     1997,  and the  Consolidated  Statements  of Cash  Flows  for the six month
     periods  ended June 30, 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,  Consolidated
     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 and six month periods ended June 30, 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 and six month periods
     ended June 30, 1997 were  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 Benefit 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 June 18, 1997, the Company  declared an 11.0(cent) per share
     cash dividend on the Company's  common stock to  shareholders  of record on
     June 30, 1997. The cash dividend was paid on July 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  adopted SFAS No. 125 on
     January 1, 1997. However, in accordance with SFAS No. 127, the Company will
     defer  adoption  of the  statement  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.
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  retained by the
Company  from its initial sale of stock,  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
$56.7 million.


                      COMPARISON OF FINANCIAL CONDITION AT
                       JUNE 30, 1997 AND DECEMBER 31, 1996


The total assets of the Company  decreased $4.2 million,  or 0.3%, from $1,514.1
million at December 31, 1996 to $1,509.9 million at June 30, 1997. This decrease
is due  primarily  to a decrease  in Fed funds  sold and other  interest-earning
assets of $22.5  million,  or 81.1%,  from $27.8 million at December 31, 1996 to
$5.3 million at June 30, 1997. Mortgage-backed and other asset-backed securities
also  decreased,  from $281.3  million at December 31, 1996 to $252.0 million at
June 30, 1997, a decrease of $29.3 million,  or 10.4%.  The decrease in both Fed
funds sold and in  mortgage-backed  and other asset-backed  securities  resulted
from the Company  utilizing those funds in the  origination of loans  receivable
and to repurchase  its stock.  Offsetting  the decrease was an increase in loans
receivable of $42.5 million,  or 4.0% from $1,061.5 million at December 31, 1996
to $1,104.0 million at June 30, 1997. Investment securities also increased, from
$72.7  million at December  31,  1996,  to $79.4  million at June 30,  1997,  an
increase of $6.7 million, or 9.2%, due to the Company's decision to increase its
liquidity portfolio.

As of June 30, 1997, non-performing assets totaled $3.4 million, or 0.2% of
total  assets,  an increase from $2.9  million,  or 0.2% of total assets,  as of
December 31, 1996.

The increase in liabilities  primarily occurred in the deposit portfolio,  which
increased $9.7 million,  or 0.9%, from $1,135.8 million at December 31, 1996, to
$1,145.6  million at June 30, 1997.  Total  advances  from the Federal Home Loan
Bank  increased by $15.1 million,  or 12.3%,  from $122.5 million as of December
31, 1996, to $137.6 million as of June 30, 1997.

Stockholders'  equity  decreased $21.9 million,  or 10.1%,  primarily due to net
earnings of $8.8 million for the six months ended June 30, 1997, being more than
offset by dividends  declared totaling $3.5 million and treasury stock purchases
totaling $28.1 million.










                                       -9-



<PAGE>



                     COMPARISON OF OPERATING RESULTS FOR THE
                    THREE MONTHS ENDED JUNE 30, 1997 AND 1996

GENERAL.  Net  earnings  for the three  months  ended  June 30,  1997  decreased
$902,000,  or 18.3% to $4.0 million from $4.9 million for the three months ended
June 30,  1996.  The decrease  was  primarily  due to a decrease in net interest
income and an increase in the provision for loan losses.

NET INTEREST INCOME.  Net interest income decreased $887,000 or 7.3%, from $12.2
million  during the three months ended June 30, 1996 to $11.3 million during the
three months ended June 30, 1997.  This  decrease was primarily the result of an
increase in interest  expense of $1.0 million,  or 7.2%,  from $13.9 million for
the three  months  ended June 30,  1996,  to $14.9  million for the three months
ended June 30, 1997.  Interest paid on deposits increased by $809,000,  or 6.8%,
to $12.7  million for the three months ended June 30, 1997,  from $11.9  million
for the three months ended June 30, 1996.  This increase was due primarily to an
increase in the average  balance of the deposits of $52.2  million,  or 4.8%, to
$1,148.7 million for the three months ended June 30, 1997, from $1,096.5 million
for the three  months  ended June 30,  1996,  and to an  increase of eight basis
points in the cost of deposits.  Interest paid on borrowed funds also increased,
by $200,000,  or 10.0% for the three months ended June 30, 1997, compared to the
three  months  ended June 30,  1996,  due to an $11.0  million  increase  in the
average  balance of Federal Home Loan Bank advances and other borrowed money for
the three months ended June 30, 1997 compared to the three months ended June 30,
1996, and to an increase of seven basis points in the cost of borrowings.

The increase in interest  expense was combined  with a slight  increase in total
interest  income of $122,000,  or 0.5%,  from $26.1 million for the three months
ended June 30, 1996 to $26.2  million for the three  months ended June 30, 1997.
This  increase  was  primarily  the result of an increase in interest  income on
loans  receivable  from $19.4 million in the three months ended June 30, 1996 to
$21.5 million in the three months ended June 30, 1997, due to an increase in the
average portfolio  balance of loans receivable,  which increased $113.1 million,
or 11.5%,  to $1,094.0  million for the three months  ended June 30, 1997,  from
$980.8  million for the three months  ended June 30,  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  significently  offset
by a decrease  in  interest  income on  mortgage-backed  and other  asset-backed
securities  (including  those  available for sale) of $1.7 million or 34.2%,  to
$3.3 million for the three months ended June 30, 1997, from $5.0 million for the
three  months  ended June 30,  1996,  due partly to the  decrease in the average
portfolio  balance of $61.8 million,  or 19.3%,  to $259.0 million for the three
months ended June 30, 1997,  from $320.8 million for the three months ended June
30, 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. In addition, in connection
with an  examination  by the  Office  of  Thrift  Supervision  of the  Company's
mortgage-backed  securities portfolio,  a non-cash charge of $828,000 was booked
against interest on mortgage-backed  securities in second quarter 1997, relating
to the  assumptions  used to amortize the costs  incurred in  acquiring  certain
mortgage-backed securities. Other interest income also decreased as did interest
income on investment  securities.  Other interest income decreased $132,000,  or
55.2%,  from $239,000 in the three months ended June 30, 1996 to $107,000 in the
three months ended June 30, 1997,  due  primarily to the decrease in the average
portfolio  balance of $21.2  million,  or 77.2%,  to $6.3  million for the three
months  ended June 30, 1997 from $27.5  million for the three  months ended June
30, 1996.  Interest income on investment  securities  (including those available
for sale) decreased from $1.4 million in the three months ended June 30, 1996 to
$1.3  million in the three  months  ended June 30,  1997,  due  primarily to the
decrease in the average portfolio  balance of $12.8 million,  or 12.4%, to $90.3
million for the three months ended June 30,  1997,  from $103.0  million for the
three months ended June 30, 1996.

                                      -10-



<PAGE>



PROVISION 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
increased by $258,000  for the periods  under  comparison,  from $77,000 for the
three months ended June 30, 1996 to $335,000 for the three months ended June 30,
1997. Management believes that the allowance for loan losses is adequate at June
30, 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 decreased by $119,000, or 7.6%, from $1.6
million for the three  months  ended June 30, 1996 to $1.5 million for the three
months ended June 30, 1997. This decrease was primarily the result of a decrease
of  $124,000  in the gain on the sale of loans and a decrease  of $55,000 in net
income  from real estate  operations,  offset by an increase in fees and service
charges of $57,000.

NONINTEREST  EXPENSE.  Noninterest expense increased by $44,000, or 0.7% for the
three  months ended June 30, 1997 as compared to the three months ended June 30,
1996. The increase was primarily due to an increase of $521,000 in  compensation
expense  offset by a decrease  of  $459,000  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
June 30, 1997, primarily due to an increase of $127,000 in employee compensation
resulting from increased  staffing and to an increase of $394,000 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  decreased by $406,000,  or
14.6%,  for the three  months  ended June 30, 1997  compared to the three months
ended June 30, 1996,  due  primarily to the decrease in earnings  before  income
taxes.

















                                      -11-



<PAGE>



                     COMPARISON OF OPERATING RESULTS FOR THE
                     SIX MONTHS ENDED JUNE 30, 1997 AND 1996

GENERAL. Net earnings for the six months ended June 30, 1997 decreased $424,000,
or 4.6%,  to $8.8  million  from $9.3  million for the six months ended June 30,
1996. The decrease was primarily due to a decrease in net interest income and an
increase in the provision for loan losses.

NET INTEREST INCOME. Net interest income decreased $156,000, or 0.7%, from $23.7
million  during the six months ended June 30, 1996 to $23.5  million  during the
six months ended June 30, 1997.  This  decrease was primarily due to an increase
in total interest  expense of $1.5 million,  or 5.3%, from $27.9 million for the
six months ended June 30, 1996,  to $29.4  million for the six months ended June
30, 1997. Interest paid on deposits increased by $1.3 million, or 5.4%, to $25.1
million for the six months ended June 30, 1997,  from $23.8  million for the six
months ended June 30, 1996.  This  increase was due  primarily to an increase in
the average balance of deposits of $55.7 million,  or 5.1%, to $1,142.0  million
for the six months ended June 30, 1997, from $1,086.3 million for the six months
ended  June 30,  1996.  Interest  paid on  borrowed  funds  also  increased,  by
$173,000,  or 4.2% for the six months ended June 30,  1997,  compared to the six
months  ended June 30,  1996,  due to a $6.1  million  increase  in the  average
balance of Federal Home Loan Bank advances and other  borrowed money for the six
months ended June 30, 1997  compared to the six months ended June 30, 1996 being
offset by a decrease of four basis points in the cost of borrowings.

The increase in interest expense was combined with an increase in total interest
income of $1.3  million,  or 2.5%,  from $51.6  million for the six months ended
June 30, 1996 to $52.9  million  for the six months  ended June 30,  1997.  This
increase  was  primarily  the result of an increase in interest  income on loans
receivable  from $38.0  million in the six months  ended June 30,  1996 to $42.6
million in the six months ended June 30, 1997, due to an increase in the average
portfolio balance of loans receivable, which increased $120.2 million, or 12.5%,
to $1,083.1  million for the six months ended June 30, 1997, from $962.9 million
for the six months  ended June 30, 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 significantly  offset by a decrease in
interest income on mortgage-backed and other asset-backed  securities (including
those available for sale) of $2.1 million, or 21.7%, to $7.7 million for the six
months ended June 30, 1997,  from $9.8 million for the six months ended June 30,
1996, due to the decrease in the average portfolio balance of $50.7 million,  or
16.0%,  to $266.4  million for the six months ended June 30,  1997,  from $317.2
million  for the six months  ended June 30,  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.In  addition,  in connection with an examination the Office of Thrift
Supervision of the Company's  mortgage-backed  securities portfolio,  a non-cash
charge of $828,000 was booked against interest on mortgage backed  securities in
second  quarter  1997,  relating to the  assumptions  used to amortize the costs
incurred in acquiring certain mortgage-backed securities.  Other interest income
also decreased as did interest income on investment  securities.  Other interest
income decreased  $811,000,  or 80.6%, from $1.0 million in the six months ended
June 30,  1996 to  $197,000 in the six months  ended June 30,  1997,  due to the
decrease in the average portfolio  balance of $33.8 million,  or 76.5%, to $10.4
million for the six months  ended June 30,  1997 from $44.2  million for the six
months ended June 30, 1996. Interest income on investment  securities (including
those  available for sale)  decreased  from $2.8 million in the six months ended
June 30, 1996 to $2.5 million in the six months ended June 30, 1997,  due to the
decrease in the average portfolio  balance of $12.9 million,  or 12.7%, to $88.4
million for the six months ended June 30, 1997,  from $101.3 million for the six
months ended June 30, 1996.


                                      -12-



<PAGE>



PROVISION 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
increased by $247,000 for the periods  under  comparison,  from $307,000 for the
six months  ended June 30,  1996 to $554,000  for the six months  ended June 30,
1997. Management believes that the allowance for loan losses is adequate at June
30, 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 slightly,  by $20,000 or 0.7%,
remaining at $2.8 million for the six months ended June 30, 1996,and for the the
six months ended June 30, 1997.  This  increase was  primarily  the result of an
increase in fees and service  charges of $107,000 and an increase in the gain on
the sale of loans of  $33,000,  offset by a decrease  of  $133,000 in net income
from real estate operations.

NONINTEREST EXPENSE.  Noninterest expense increased by $100,000, or 0.9% for the
six months  ended June 30,  1997 as  compared  to the six months  ended June 30,
1996.  The  increase  was  primarily  due to an  increase  of  $1.0  million  in
compensation  expense  offset by a decrease of  $899,000 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 six months ended
June 30, 1997, primarily due to an increase of $410,000 in employee compensation
resulting from increased  staffing and to an increase of $606,000 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  decreased by $59,000,  or
1.1%,  for the six months  ended June 30, 1997  compared to the six months ended
June 30, 1996, due primarily to the decrease in earnings before income taxes.















                                      -13-



<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 9.2% during the
month of June,  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 June 30,  1997  amounted  to $5.3
million,  a decrease of $22.5  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 June 30,  1997  balance  of $137.6
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 June  30,  1997,  the  Bank had  total
outstanding  commitments to fund loan originations or  mortgage-backed  security
purchases of $23.3 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.













                                      -14-



<PAGE>



                   LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

The Bank's capital  requirements and actual capital under OTS regulations are as
follows as of June 30, 1997:

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

      GAAP Capital                      $ 176,667                11.69%
                                          =======

      Tangible Capital:
            Actual                      $ 171,857                11.41%
            Required                       22,600                 1.50
                                          -------                 ----
            Excess                      $ 149,257                 9.91%
                                          =======           

      Core Capital:
            Actual                      $ 174,487                11.56%
            Required                       45,279                 3.00
                                           ------                 ----
            Excess                      $ 129,187                 8.56%
                                          =======
                                       
      Risk-based Capital:              
            Actual                      $ 177,629                22.10%
            Required                       63,947                 8.00
                                          -------                -----
            Excess                      $ 112,682                14.10%
                                          =======             
                                    



                     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.


















                                      -15-



<PAGE>



                              KEY OPERATING RATIOS
<TABLE>
<CAPTION>


                                             Three Months Ended             Six Months Ended
                                                  June 30,                     June 30,
                                             ------------------              --------
                                             1997 (1)    1996 (1)      1997 (1)    1996 (1)
                                             --------    --------      --------    --------

                                                  (Unaudited)               (Unaudited)


<S>                                           <C>         <C>            <C>          <C>  
Return on average assets................       1.07%       1.32%          1.17%        1.24%
Return on average equity................       8.30        8.09           8.88         7.65
Net interest spread.....................       2.59        2.73           2.70         2.64
Net interest margin.....................       3.12        3.40           3.25         3.33
Noninterest expense to average                                                     
   assets...............................       1.60        1.60           1.55         1.56
Equity to assets (period end)...........      12.90       16.32          12.90        16.32
                                                                                 

</TABLE>

<TABLE>
<CAPTION>

                                                                 At June 30,             At December 31,
                                                                    1997                      1996
                                                                 -----------             ---------------

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

<S>                                                               <C>                     <C>      
Nonperforming loans........................................       $   2,181               $   1,457
Repossessed real estate....................................           1,252                   1,457
                                                                  ---------               ---------
   Total nonperforming assets..............................       $   3,433               $   2,914
                                                                  =========               =========
                                                                  
Allowance for loan losses to nonperforming assets..........          121.82%                 132.12%
Nonperforming loans to total loans.........................            0.20%                   0.14%
Nonperforming assets to total assets.......................            0.23%                   0.19%
                                                                  
Book value per share (2)...................................       $   11.76               $   11.91
                                                                  
</TABLE>


--------------
(1)  The ratios for the three- and six-month  periods are annualized  where
     appropriate.
(2)  The number of shares  outstanding as of June 30, 1997 and December 31,
     1996 was 16,561,425 and 18,184,108, respectively. This includes shares
     purchased by the ESOP.





                                      -16-



<PAGE>



                          FIRST COLORADO BANCORP, INC.
                                     PART II

Item 1.   Legal  Proceedings  - From  time to time,  the  Company  is a party to
          routine legal proceedings in the ordinary course of business,  such as
          claims to enforce  liens,  condemnation  proceedings  on properties in
          which the Company  holds  security  interests,  claims  involving  the
          making and servicing of real property loans, and other issues incident
          to the  business of the  Company.  There were no  lawsuits  pending or
          known to be  contemplated  against  the  Company at June 30, 1997 that
          would  have a  material  effect  on the  operations  or  income of the
          Company or the Bank, taken as a whole.

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 - Not applicable.

Item 6.   Exhibits and Reports on Form 8-K

          (a) Exhibits - Exhibit 11 - Statement Regarding Computation of 
                                      Earnings per Share
                         Exhibit 27 - Financial Data Schedule (electronic filing
                                      only)

          (b) Reports on Form 8-K - On May 23, 1997, the Registrant filed a
          Current  Report on Form 8-K with the SEC  announcing the signing of an
          agreement providing for the merger of Delta Federal Savings Bank, FSB,
          Delta,   Colorado  ("Delta")  into  First  Federal  Bank  of  Colorado
          ("FFBC"),  a subsidiary of the Registrant.  FFBC will purchase 100% of
          the outstanding  stock of Delta. Each share of Delta Common Stock will
          be exchanged for Registrant Common Stock valued at $30.00.  The number
          of shares to be exchanged  for Delta  Common Stock will be  determined
          based upon the market  price of the  Registrant's  Common Stock during
          the 20 trading days prior to the closing date. It is anticipated  that
          the transaction will close during the fourth quarter of 1997.






















                                      -17-



<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: August 12, 1997                  By:  /s/ Malcolm E. Collier, Jr.
                                            ---------------------------
                                            Malcolm E. Collier, Jr.
                                            Chairman of the Board
                                            Chief Executive Officer



Date: August 12, 1997                  By:  /s/ Brian L. Johnson
                                            --------------------
                                            Brian L. Johnson
                                            Executive Vice President
                                            Treasurer



























                                      -18-