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 June 30, 1998

                                       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 August 7, 1998

 $0.10 Par Value Common Stock                             17,164,766
---------------------------------------       ------------------------------
          Class                                       Shares Outstanding



<PAGE>

                          FIRST COLORADO BANCORP, INC.

                                      INDEX


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

PART I -       CONSOLIDATED FINANCIAL INFORMATION

               Consolidated Statements of Financial Condition
               at June 30, 1998 (unaudited) and
               December 31, 1997                                        1

               Consolidated Statements of Operations and
               Comprehensive Income for the Three and Six Months
               Ended June 30, 1998 and 1997 (unaudited)                 2

               Consolidated  Statements  of  Stockholders'  
               Equity for the Period from January 1, 1997 to 
               December  31, 1997,  and for the  Period
               from January 1, 1998 to June 30, 1998 (unaudited)        3

               Consolidated Statements of Cash Flows for the
               Six Months Ended June 30, 1998 and 1997 (unaudited)      4 - 6

               Notes to Consolidated Financial Statements (unaudited)   7 - 9

               Management's Discussion and Analysis of Financial
               Condition and Results of Operations                      9 - 17


   PART II -   OTHER INFORMATION                                       18 - 19

   SIGNATURES                                                          20

   EXHIBIT


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


                                                                                06/30/98             12/31/97
                                                                                --------             --------
                                                                              (unaudited)
<S>                                                                       <C>                     <C>         
Assets
Cash and due from banks............................................       $     26,108            $     27,970
Federal funds sold and other interest-earning assets...............             59,568                  16,687
Investment Securities:
     Held-to-maturity..............................................             77,160                  73,944
     Available-for-sale, at market value...........................                757                   5,951
Mortgage-backed securities, net:
     Held-to-maturity..............................................            171,867                 209,543
     Available-for-sale, at market value...........................              5,696                   6,839
Loans receivable, net..............................................          1,155,580               1,164,602
Accrued interest receivable........................................              8,234                   8,356
Office properties and equipment, net...............................             23,148                  23,606
Federal Home Loan Bank stock.......................................             11,701                  11,277
Real estate owned..................................................                166                     225
Core deposit intangible/goodwill...................................              4,040                   4,251
Other assets.......................................................              2,605                   2,775
                                                                          ------------            ------------
     Total assets                                                         $  1,546,630              $1,556,026
                                                                          ============            ============

Liabilities
Deposits...........................................................        $ 1,195,067            $  1,182,727
Advances from Federal Home Loan Bank...............................            107,410                 122,410
Other borrowed money...............................................              4,097                   4,479
Advances by borrowers for taxes and insurance......................              1,487                   8,369
Current/deferred income taxes......................................              3,528                   4,720
Other liabilities..................................................             16,885                  24,012
                                                                          ------------            ------------
     Total liabilities.............................................          1,328,474               1,346,717

Stockholders' Equity
Preferred stock, $0.10 par value (25,000,000 shares
     authorized; none issued)                                                       --                      --
Common stock, $0.10 par value (50,000,000 shares
     authorized; 20,134,256 shares issued
     at June 30, 1998 and December  31, 1997;
     16,894,636 and 16,808,372 shares
     outstanding at June 30, 1998 and
     December 31, 1997, respectively)..............................              2,013                   2,013
Additional paid-in capital.........................................            157,787                 155,047
Treasury stock (3,239,620 and 3,325,884 shares,
     respectively, at cost)........................................            (52,340)                (53,562)
Unearned ESOP shares...............................................            (10,021)                (10,523)
Unearned MRP/MSBP shares...........................................             (3,324)                 (3,338)
Accumulated other comprehensive income (net of tax)................               (469)                   (215)
Retained earnings, partially restricted............................            124,510                 119,887
                                                                          ------------            ------------
     Total stockholders' equity....................................            218,156                 209,309
                                                                          ------------            ------------

     Total liabilities and stockholders' equity....................       $  1,546,630              $1,556,026
                                                                          ============            ============
</TABLE>

                                       -1-
<PAGE>
                   First Colorado Bancorp, Inc. and Subsidiary
         Consolidated Statements of Operations and Comprehensive Income
          (Dollars in Thousands, except per share amounts) (unaudited)
<TABLE>
<CAPTION>

                                                               For the three months ended             For the six months ended
                                                             June 30, 1998     June 30, 1997      June 30, 1998      June 30, 1997
                                                             -------------     -------------      -------------      -------------

Interest income:
<S>                                                          <C>                <C>               <C>                <C>   
    Loans                                                    $    22,700             21,530            45,234             42,596
    Mortgage-backed securities                                     2,996              3,305             6,363              7,659
    Investment securities                                          1,317              1,291             2,665              2,496
    Other                                                            525                107               808                197
                                                             -----------        -----------       -----------        -----------
       Total interest income                                      27,538             26,233            55,070             52,948
                                                             -----------        -----------       -----------        -----------

Interest expense:
    Deposits                                                      12,869             12,738            25,698             25,134
    Borrowed funds                                                 1,879              2,194             3,888              4,265
                                                             -----------        -----------       -----------        -----------
       Total interest expense                                     14,748             14,932            29,586             29,399
                                                             -----------        -----------       -----------        -----------

Net interest income                                               12,790             11,301            25,484             23,549

Provision (credit) for loan losses                                  (316)               335              (179)               554
                                                             -----------        -----------       -----------        -----------
Net interest income after provision (credit) for loan losses      13,106             10,966            25,663             22,995
                                                             -----------        -----------       -----------        -----------

Noninterest income:
    Fees and service charges                                       1,740              1,260             3,291              2,458
    Gain on sale of loans, net                                       144                 63               195                 99
    Net income from real estate operations                            78                 87                92                138
    Rental income                                                     49                 45                98                 94
                                                             -----------        -----------       -----------        -----------
       Total noninterest income                                    2,011              1,455             3,676              2,789
                                                             -----------        -----------       -----------        -----------

Noninterest expense:
    Compensation                                                   5,694              3,382             9,540              6,595
    Occupancy                                                      1,100              1,021             2,179              1,962
    Credit for losses on real estate owned                           (69)               (19)              (73)                --
    Professional fees                                                210                154               400                334
    Advertising                                                      278                249               490                451
    Printing, supplies and postage                                   251                291               580                585
    FDIC premiums                                                    186                182               371                360
    Other, net                                                     1,057                758             1,815              1,415
                                                             -----------        -----------       -----------        -----------
       Total noninterest expense                                   8,707              6,018            15,302             11,702
                                                             -----------        -----------       -----------        -----------

Earnings before income taxes                                       6,410              6,403            14,037             14,082
Income tax expense                                                 2,210              2,378             5,031              5,242
                                                             -----------        -----------       -----------        -----------
Net earnings                                                 $     4,200              4,025             9,006              8,840
                                                             ===========        ===========       ===========        ===========

   Other comprehensive income, net of tax:
       Unrealized holding gain (loss) on securities arising
          during the period                                          143               (120)             (254)              (176)
                                                             -----------        -----------       -----------        -----------

   Comprehensive income                                      $     4,343              3,905             8,752              8,664
                                                             ===========        ===========       ===========        ===========

   Earnings per common share                                 $      0.27               0.27              0.57               0.57
                                                             ===========        ===========       ===========        ===========

   Earnings per common share, assuming dilution              $      0.25               0.26              0.55               0.56
                                                             ===========        ===========       ===========        ===========

   Diluted shares outstanding                                 16,550,356         15,667,528        16,509,660         15,924,165
</TABLE>


                                       -2-
<PAGE>

                  FIRST COLORADO BANCORP, INC. AND SUBSIDIARIES
                 Consolidated Statements of Stockholders' Equity
                  Period from January 1, 1997 to June 30, 1998
         (Activity for the Six Months Ended June 30, 1998 is Unaudited)
                  (Amounts in Thousands, except Share Amounts)
<TABLE>
<CAPTION>
                                                                                         Accumu-
                                                                                         lated                
                       Common Stock                     Common                   MRP/    Other        
                     $0.10 par value    Additional      Stock      Unearned      MSBP    Compre-  Compre-
                     ---------------     Paid-in       Treasury      ESOP       Contra   hensive  hensive      Retained    
                     Shares     Amount   Capital        Shares      Shares      Account  Income   Income       Earnings    Total
                     ------     ------   -------        ------      ------      -------  ------   ------       --------   ----------

<S>                 <C>         <C>       <C>          <C>         <C>          <C>       <C>    <C>          <C>       <C>     
Balance, 
  January 1, 1997   18,184,108  $2,013    $151,581     $(28,957)   $(12,063)    $(3,929)  $  365         -     $107,614    $216,624

Merger 
  and acquisition      301,952       -       1,646        4,278           -           -       -          -            -       5,924
Exercise of 
  employee stock 
  options               61,162        -       (661)         866           -           -       -          -            -         205
Payment of ESOP 
  liability                  -        -          -            -       1,540           -       -          -            -       1,540
Employees' vesting
  in ESOP/MRP/MSBP           -        -      2,481            -           -         591       -          -            -       3,072
Dividends declared
  ($0.46 per share)          -        -          -            -           -           -       -          -       (7,641)     (7,641)
Purchase of 
  Treasury stock    (1,738,850)       -          -      (29,749)          -           -       -          -            -     (29,749)
Unrealized loss on
  securities, net            -        -          -            -           -           -    (580)  $   (580)           -        (580)
Net earnings                 -        -          -            -           -           -       -     19,914       19,914      19,914
                                                                                                  --------
Comprehensive income         -        -          -            -           -           -             19,334            -           -
                    ----------   ------   --------     --------    --------     -------   ------  ========     --------    --------

Balance, 
  December 31, 1997 16,808,372    2,013    155,047      (53,562)    (10,523)     (3,338)   (215)        -       119,887     209,309

Exercise of employee
  stock options         86,264        -       (675)       1,222           -           -       -         -             -         547
Payment of ESOP 
  liability                  -        -          -           -          502           -       -         -             -         502
Employees' vesting 
  in ESOP/MRP/MSBP           -        -      3,415           -            -          14       -         -             -       3,429
Dividends declared 
  ($0.26 per share)          -        -          -           -            -           -       -         -        (4,383)     (4,383)
Unrealized loss on 
  securities, net            -        -          -           -            -           -    (254)     (254)            -        (254)
Net earnings                 -        -          -           -            -           -       -     9,006         9,006       9,006
                                                                                                  --------
Comprehensive income         -        -          -           -            -           -       -   $ 8,752             -           -
                    ----------   ------   --------     --------    --------     -------  ------   ========     --------    --------

Balance, 
  June 30, 1998     16,894,636   $2,013   $157,787     $(52,340)   $(10,021)    $(3,324) $ (469)        -      $124,510    $218,156
                    ==========   ======   ========     ========    ========     =======  ======                ========    ========
</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, 1998            June 30, 1997
                                                                                           -------------            -------------
<S>                                                                                         <C>                        <C>   
Cash flows from operating activities:
    Interest and dividends from loans receivable, mortgage-backed
       and other asset-backed securities, and investment securities                         $   54,552                   52,532
    Fees and service charges received                                                            4,320                    3,070
    Rental income received                                                                          98                       94
    Proceeds from sale of loans held for sale                                                   18,837                    5,027
    Originations of loans held for sale                                                        (18,781)                  (4,284)
    Interest paid                                                                               (6,616)                  (6,763)
    Cash paid to suppliers and employees                                                       (11,743)                 (11,585)
    Income taxes paid                                                                           (6,117)                  (5,106)
                                                                                            ----------               ----------

       Net cash provided by operating activities                                            $   34,550                   32,985
                                                                                            ==========               ==========

Cash flows from investing activities:
    Proceeds from maturities of investment and mortgage-backed
       securities available for sale                                                        $    5,200                    5,000
    Proceeds from maturities of investment and mortgage-backed
       securities held to maturity                                                              38,796                   27,000
    Purchase of investment securities held to maturity                                         (41,913)                 (38,361)
    Principal repayments of mortgage-backed and asset-backed securities                         38,182                   29,441
    Purchase of mortgage-backed and other asset-backed securities
       held to maturity                                                                              0                   (1,719)
    Origination of loans receivable                                                           (198,435)                (152,364)
    Net increase in customers' lines of credit                                                  (2,979)                  (4,033)
    Principal repayments of loans receivable                                                   210,708                  112,692
    Proceeds from sales of real estate owned and in judgment                                       255                      629
    Proceeds from sale of office properties and equipment                                           63                       31
    Purchase of office properties and equipment                                                   (594)                  (1,104)
    Other, net                                                                                     209                      141
                                                                                            ----------               ----------

       Net cash provided (used) by investing activities                                     $   49,492                  (22,647)
                                                                                            ==========               ==========
</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, 1998          June 30, 1997
                                                                                         -------------          -------------
<S>                                                                                       <C>                      <C>     
Cash flows from financing activities:
    Net decrease in deposits                                                              $  (10,745)                (12,906)
    Proceeds of advances from Federal Home Loan Bank                                               0                 154,500
    Repayment of advances from Federal Home Loan Bank                                        (15,000)               (139,405)
    Repayment of bonds payable and other borrowings                                             (380)                   (183)
    Net decrease in advances by borrowers for taxes and insurance                             (6,882)                 (6,111)
    Purchase of treasury shares                                                                    0                 (28,067)
    Net proceeds from exercised stock options                                                    547                      47
    Proceeds from ESOP for repayment of debt                                                     502                     922
    Dividends paid                                                                            (4,373)                 (3,292)
    Other, net                                                                                (6,692)                   (624)
                                                                                          ----------              -----------
       Net cash used by financing activities                                                 (43,023)                (35,119)
                                                                                          ----------              ----------

       Net increase (decrease) in cash and cash equivalents                                   41,019                 (24,781)

Cash and cash equivalents at beginning of period                                              44,657                  49,232

Cash and cash equivalents at end of period                                                $   85,676                  24,451
                                                                                          ==========              ==========

Reconciliation of net earnings to net cash provided by operating activities:
    Net earnings                                                                          $    9,006                   8,840
    Adjustments to reconcile net earnings to net cash provided
       by operating activities:
          Amortization of premiums and discounts on investments, net                             131                     961
          Gain on sale of investment securities and loans receivable                            (195)                    (99)
          Amortization of deferred loan origination fee income                                  (244)                   (327)
          Deferred loan origination fee income, net of deferred costs                            147                       8
          Provision (credit) for losses on loans receivable,
          federal funds sold,and real estate owned and in judgment                              (179)                    554
          Gain on sale of real estate owned, net                                                 (48)                    (70)
          Stock dividends from Federal Home Loan Bank                                           (424)                   (758)
          Depreciation and amortization                                                          968                     872
          Decrease in deferred income taxes                                                   (1,034)                     (9)
          Interest expense credited to deposit accounts                                       23,085                  22,645
          Amortization of unearned discounts and deferred income                                (103)                    (56)
          Employee vesting in MRP/MSBP                                                         3,429                       0
          Decrease in loans held for sale                                                         56                     743
          Decrease (increase) in accrued interest receivable                                     122                    (236)
          Decrease in other assets                                                                90                      83
          Increase (decrease) in current income taxes payable                                    (52)                    145
          Decrease in other liabilities                                                         (331)                   (251)
          Other, net                                                                             126                     (60)
                                                                                          ----------              -----------

              Net cash provided by operating activities                                   $   34,550                  32,985
                                                                                          ==========              ==========
</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, 1998           June 30, 1997
                                                                                       -------------           -------------
<S>                                                                                       <C>                       <C>
Noncash investing and financing transactions:

   Foreclosure of collateral securing loans, net of reserve                               $    148                      354
                                                                                           =======                =========

   Decrease in net unrealized loss on securities
     available for sale, net of tax effect                                                $   (254)                    (176)
                                                                                           =======                =========

   Deferred tax effect of change in unrealized loss on
     securities available for sale                                                        $   (158)                    (108)
                                                                                           ========               =========
</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   (collectively,   the   "Conversion   and
     Reorganization").  Since  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, 1998,  the  Consolidated  Statements of  Operations  for the
     three and six month periods ended June 30, 1998 and 1997, the  Consolidated
     Statement of  Stockholders'  Equity for the six month period ended June 30,
     1998,  and the  Consolidated  Statements  of Cash  Flows  for the six month
     periods  ended June 30, 1998 and 1997,  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, 1997  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, 1998 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,  1998 and 1997 was  calculated  based on the number of basic
     shares and 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 June 17, 1998,  the Company  declared a $0.13 per share cash
     dividend on the Company's  common stock to  shareholders  of record on June
     30, 1998. The cash dividend was paid on July 17, 1998.


                                       -7-
<PAGE>


5.   Recent Accounting Pronouncements - The Financial Accounting Standards Board
     (FASB) issued Statement of Financial  Accounting  Standards (SFAS) No. 125,
     Accounting   for   Transfers   and   Servicing  of  Financial   Assets  and
     Extinguishments of Liabilities (SFAS 125) and SFAS No. 127, Deferral of the
     Effective  Date of Certain  Provisions of FASB Statement No. 125 (SFAS 127)
     in June and December 1996,  respectively.  SFAS 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 are measured  initially at fair values and are  amortized
     over the estimated useful lives of the servicing assets.  In addition,  the
     impairment of servicing assets is recognized through a valuation allowance.
     SFAS  125  also  addresses  the  accounting  and  reporting  standards  for
     securities  lending,   dollar-rolls,   repurchase  agreements  and  similar
     transactions.  The  Company  prospectively  adopted  SFAS 125 on January 1,
     1997.  However,  in accordance with SFAS 127, the Company deferred adoption
     of  the  standard  as  it  relates  to  securities  lending,  dollar-rolls,
     repurchase  agreements and similar  transactions until January 1, 1998. The
     adoption of SFAS 125 did not have a material  impact on the Company's  1997
     consolidated financial statements.

     In March 1997, the FASB issued SFAS No. 128,  Earnings Per Share (SFAS 128)
     which  replaced APB Opinion No. 15 related to standards  for  computing and
     presenting  earnings per share (EPS) and applies to entities  with publicly
     held  common  stock  or  potential  common  stock.  SFAS 128  replaces  the
     presentation  of primary EPS with a presentation  of basic EPS and requires
     dual  presentation of basic and diluted EPS on the face of the statement of
     operations for all entities with complex capital structures. Also, SFAS 128
     requires a reconciliation of the numerator and denominator of the basic EPS
     computation   to  the  numerator  and   denominator   of  the  diluted  EPS
     computation.  SFAS 128 is effective  for  financial  statements  issued for
     periods ending after December 15, 1997, including interim periods. SFAS 128
     also  requires  restatement  of all prior  period EPS data  presented.  The
     Company  adopted  SFAS 128 in December  1997,  and  restated  all per share
     amounts for prior periods. The adoption of SFAS 128 did not have a material
     impact on the Company's reported earnings per share.

     In June 1997, the FASB issued SFAS No. 130, Reporting  Comprehensive Income
     (SFAS 130).  SFAS 130, which is effective for fiscal years  beginning after
     December 15,  1997,  establishes  standards  for  reporting  and display of
     comprehensive  income and its  components in a full set of  general-purpose
     financial statements.  Comprehensive income represents the change in equity
     of a business enterprise during a period from transactions and other events
     from nonowner sources.  Comprehensive income is comprised of net income and
     other  comprehensive  income.  SFAS 130 does not change the classifications
     currently  comprising net income.  Other comprehensive income is classified
     into foreign  currency  items,  minimum pension  liability  adjustments and
     unrealized  gains and  losses on  certain  investments  in debt and  equity
     securities. All components of comprehensive income shall be reported in the
     period in which  they are  recognized  and be  displayed  in the  financial
     statements.  The total of other comprehensive  income for a period shall be
     transferred to a component of equity on a separate line-item.  As such, net
     unrealized gain (loss) on securities available-for-sale becomes a component
     of other comprehensive  income upon implementation of SFAS 130. The Company
     adopted SFAS 130 in January 1998.

     In June 1997, the FASB issued SFAS No. 131,  Disclosures  about Segments of
     an  Enterprise  and  Related   Information   (SFAS  131).   This  statement
     establishes standards relating to public business enterprises' reporting of
     information  about  operating  segments  in  financial  reports  issued  to
     shareholders.  It also established  standards for related disclosures about
     products  and  services,   geographic  areas,  and  major  customers.  This
     statement is effective for financial statements for periods beginning after
     December  15,  1997.  In  the  initial  year  of  application,  comparative
     information for earlier years is to be restated. This statement need not be
     applied to interim financial statements in the initial year of application.
     SFAS 131 is not  expected  to  change  the  reporting  requirements  of the
     Company.

                                       -8-

<PAGE>

     In January  1997,  the SEC  issued  Release  No.  33-7386,  which  requires
     enhanced  descriptions  of  accounting  policies for  derivative  financial
     instruments  and  derivative  commodity  instruments  in the  footnotes  to
     financial  statements.  The release also requires certain  quantitative and
     qualitative  disclosures  outside  financial  statements about market risks
     inherent  in  market  risk  sensitive   instruments   and  other  financial
     instruments. The requirements regarding accounting policy descriptions were
     effective  for any  fiscal  period  ending  after June 15,  1997.  However,
     because derivative financial and commodity  instruments have not materially
     affected  the  Company's  consolidated  financial  position,  cash flows or
     results  of  operations,  this  part of the  release  does not  affect  the
     Company's 1997  financial  statements  disclosures.  The  quantitative  and
     qualitative  disclosures required by the release were initially provided in
     the Company's  Annual Report on Form 10-K for the year ending  December 31,
     1997.

6.   Reorganization and Merger Agreement with Commercial  Federal  Corporation -
     On March 8, 1998,  the Company  entered  into a  Reorganization  and Merger
     Agreement   ("the   Agreement")  to  be  acquired  by  Commercial   Federal
     Corporation  ("Commercial  Federal").  Under  the  terms of the  agreement,
     Commercial  Federal will acquire through a tax-free  reorganization  all of
     the  outstanding  shares of the  Company's  common  stock in  exchange  for
     Commercial  Federal's  common stock.  The exchange ratio will be determined
     based upon the average closing price of Commercial  Federal's  common stock
     during a fifteen  consecutive  trading day period  ending five trading days
     prior to closing.  The  acquisition is subject to regulatory  approvals and
     the Company's and Commercial Federal's shareholder  approval,  all of which
     have been received. The acquisition is also subject to other conditions and
     is expected to close in the third  quarter of 1998.  Regardless  of whether
     the proposed acquisition is consummated, the following discussion addresses
     the  financial  condition,  results of  operation,  liquidity  and  capital
     resources and ongoing strategy of the Company.


                     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  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 3.7
million  shares of Company  common stock for $58.9  million (3.2 million  shares
with a cost of $52.3 million at June 30, 1998).

                                       -9-


<PAGE>

                      COMPARISON OF FINANCIAL CONDITION AT
                       JUNE 30, 1998 AND DECEMBER 31, 1997

The total assets of the Company  decreased $9.4 million,  or 0.6%, from $1,556.0
million at December 31, 1997 to $1,546.6 million at June 30, 1998. This decrease
is due primarily to a decrease in loans  receivable,  from  $1,164.6  million at
December  31,  1997,  to $1,155.6  million at June 30,  1998, a decrease of $9.0
million, or 0.8%. Mortgage-backed securities also decreased, from $216.4 million
at December  31, 1997 to $177.6  million at June 30,  1998,  a decrease of $38.8
million, or 17.9%, as did investment  securities,  decreasing from $79.9 million
at December  31,  1997,  to $77.9  million at June 30,  1998, a decrease of $2.0
million,  or 2.5%.  In addition,  cash and due from banks  decreased  from $28.0
million at December  31, 1997 to $26.1  million at June 30,  1998, a decrease of
$1.9 million,  or 6.7%.  Offsetting these decreases was an increase in Fed funds
sold and other  interest-earning  assets of $42.9 million, or 257.0%, from $16.7
million at December 31, 1997 to $59.6 million at June 30, 1998.

Non-performing  assets increased by $372,000,  or 13.8%,  from $2.7 million,  or
0.2% of total  assets at December 31, 1997,  to $3.1  million,  or 0.2% of total
assets  at June  30,  1998.  The  increase  in  non-performing  assets  occurred
primarily in 1 to 4 family mortgage loan delinquencies.

Liabilities  decreased by $18.2 million, or 1.4%, primarily due to a decrease in
advances from the Federal Home Loan Bank of $15.0 million, or 12.3%, from $122.4
million at December 31, 1997, to $107.4  million at June 30, 1998, a decrease in
other liabilities of $7.1 million,  or 29.7%, from $24.0 million at December 31,
1997 to $16.9 million at June 30, 1998,  and a decrease in advances by borrowers
for taxes and insurance of $6.9 million, or 82.2%, from $8.4 million at December
31, 1997 to $1.5 million at June 30,  1998.  Those  decreases  were offset by an
increase  in  deposits  of $12.3  million,  or 1.0%,  from  $1,182.7  million at
December 31, 1997, to $1,195.0 million at June 30, 1998.

Stockholders'  equity  increased  $8.8  million,  or 4.2%,  primarily due to net
earnings  of $9.0  million  for the six months  ended June 30,  1998,  offset by
dividends declared totaling $4.4 million.


                                      -10-


<PAGE>
                     COMPARISON OF OPERATING RESULTS FOR THE
                    THREE MONTHS ENDED JUNE 30, 1998 AND 1997

GENERAL.  Net  earnings  for the three  months  ended  June 30,  1998  increased
$175,000,  or 4.3%, to $4.2 million from $4.0 million for the three months ended
June 30, 1997. The increase was primarily due to an increase in the net interest
income  after  provision  (credit)  for loan  losses,  offset by an  increase in
compensation expense.

NET INTEREST INCOME.  Net interest income increased $1.5 million or 13.2%,  from
$11.3  million  during the three  months  ended June 30,  1997 to $12.8  million
during the three months ended June 30, 1998.  This  increase was  primarily  the
result of an increase in interest  income of $1.3 million,  or 5.0%,  from $26.2
million for the three months ended June 30, 1997, to $27.5 million for the three
months  ended  June 30,  1998.  This  increase  was  primarily  the result of an
increase in interest income on loans  receivable from $21.5 million in the three
months  ended June 30, 1997 to $22.7  million in the three months ended June 30,
1998, due to an increase in the average  portfolio  balance of loans receivable,
which increased $71.9 million, or 6.6%, to $1,165.9 million for the three months
ended June 30, 1998,  from $1,094.0  million for the three months ended June 30,
1997. 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 $309,000,
or 9.3%,  to $3.0 million for the three  months  ended June 30, 1998,  from $3.3
million for the three  months  ended June 30,  1997,  due to the decrease in the
average portfolio balance of $69.9 million,  or 27.0%, to $188.9 million for the
three months ended June 30, 1998, from $258.8 million for the three months ended
June 30, 1997. 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
increased as did interest income on investment securities. Other interest income
increased $418,000,  or 390.7%, from $107,000 in the three months ended June 30,
1997 to $525,000 in the three months ended June 30, 1998,  due  primarily to the
increase in the average portfolio balance of $31.9 million,  or 507.3%, to $38.2
million for the three months ended June 30, 1998 from $6.3 million for the three
months ended June 30, 1997. This increase was due primarily to increased  levels
of repayment  activity in the loan  portfolio  exceeding  the amount of new loan
originations.   Interest  income  on  investment   securities  (including  those
available for sale) increased slightly, by $26,000, or 2.0%, in the three months
ended June 30, 1998,  due  primarily to a stable  average  portfolio  balance of
$90.3 million for the three months ended June 30, 1998, and for the three months
ended June 30, 1997,  and to an increase of 11 basis points in the average yield
on investment securities for the three months ended June 30, 1998.

The increase in interest  income was combined with a decrease in total  interest
expense of $184,000, or 1.2%, from $14.9 million for the three months ended June
30, 1997 to $14.7  million for the three months  ended June 30,  1998.  Interest
paid on borrowed  funds  decreased,  by $315,000,  or 14.4% for the three months
ended June 30, 1998,  compared to the three months ended June 30, 1997, due to a
$20.3 million decrease in the average balance of Federal Home Loan Bank advances
and other  borrowed  money for the three months ended June 30, 1998  compared to
the three months ended June 30, 1997, offset by an increase of five basis points
in the cost of borrowings.  Interest paid on deposits increased by $131,000,  or
1.0%,  to $12.9  million for the three months  ended June 30,  1998,  from $12.7
million  for the  three  months  ended  June 30,  1997.  This  increase  was due
primarily  to an  increase  in the  average  balance  of the  deposits  of $38.0
million,  or 3.3%, to $1,186.7 million for the three months ended June 30, 1998,
from  $1,148.7  million for the three months  ended June 30,  1997,  offset by a
decrease of ten basis points in the cost of deposits.


                                       11-


<PAGE>





PROVISION  (CREDIT) FOR LOSSES ON LOANS. In determining  the provision  (credit)
for losses on loans,  management  analyzes,  among other things, the Bank's loan
portfolio,  market conditions and the Bank's market area. The provision (credit)
for losses on loans decreased by $651,000 for the periods under comparison, from
a provision  of $335,000 for the three months ended June 30, 1997 to a credit of
$316,000 for the three  months ended June 30, 1998. A majority of the  decrease,
$418,000,  was due to the  recovery in full of a loss reserve  established  on a
commercial  real estate  loan,  which  paid-off  in the second  quarter of 1998.
Management  believes  that the allowance for loan losses is adequate at June 30,
1998.  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 $556,000,  or 38.2%, from
$1.5  million for the three  months  ended June 30, 1997 to $2.0 million for the
three months ended June 30, 1998.  This  increase was primarily the result of an
increase in fees and service charges of $480,000,  or 38.1%,  and an increase of
$81,000  in the gain on the sale of  loans.  The  increase  in fees and  service
charges was  primarily due to increased  fee income from  transaction  accounts,
including a surcharge on ATM withdrawals  instituted in fourth quarter 1997. The
increase in the gain on sale of loans was due  primarily to increased  volume of
loan sales in the current low interest rate environment.

NONINTEREST  EXPENSE.  Noninterest  expense increased by $2.7 million, or 44.7%,
for the three  months  ended June 30, 1998 as compared to the three months ended
June 30, 1997.  The increase was primarily due to an increase of $2.3 million in
compensation  expense and an increase of $299,000 in the other, net, noninterest
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, 1998, primarily due to an increase of $167,000 in employee compensation
resulting from increased  staffing and to an increase of $2.1 million  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.  Furthermore,  due to the  Agreement  to be  acquired  by
Commercial Federal Corporation, compensation expense due to the Management Stock
Bonus Plan  ("MSBP"),  whereby  various  officers and directors of the Bank were
granted  restricted  stock  vesting over a five-year  period,  increased by $2.0
million,  as the  provisions  of  the  MSBP  accelerated  the  vesting,  thereby
requiring the expense of those shares to be  recognized.  The increase in other,
net,  noninterest  expense  was  due  primarily  to the  accrual  of a  $250,000
charitable  contribution  expense  to be made in the  name  of the  Company,  in
accordance  with the  Agreement,  prior to the  consumation  of the merger  with
Commercial Federal.

INCOME TAX EXPENSE.  Federal and state income  taxes  decreased by $168,000,  or
7.1%,  for the three  months  ended June 30, 1998  compared to the three  months
ended June 30, 1997, due primarily to tax benefits recognized from the Company's
acquisition of Delta Federal Savings, F.S.B. in October 1997.


                                      -12-


<PAGE>

                     COMPARISON OF OPERATING RESULTS FOR THE
                     SIX MONTHS ENDED JUNE 30, 1998 AND 1997

GENERAL. Net earnings for the six months ended June 30, 1998 increased $166,000,
or 1.9% to $9.0  million  from $8.8  million  for the six months  ended June 30,
1997.  The increase was primarily due to an increase in the net interest  income
after provision (credit) for loan losses,  offset by an increase in compensation
expense.

NET INTEREST INCOME.  Net interest income increased $1.9 million,  or 8.2%, from
$23.6 million  during the six months ended June 30, 1997 to $25.5 million during
the six months ended June 30, 1998. This increase was primarily the result of an
increase in interest income of $2.1 million, or 4.0%, from $53.0 million for the
six months ended June 30, 1997,  to $55.1  million for the six months ended June
30,  1998.  This  increase was  primarily  the result of an increase in interest
income on loans  receivable  from $42.6 million in the six months ended June 30,
1997 to $45.2 million in the six months ended June 30, 1998,  due to an increase
in the average  portfolio  balance of loans  receivable,  which  increased $85.1
million,  or 7.9%,  to $1,168.2  million for the six months ended June 30, 1998,
from  $1,083.1  million for the six months ended June 30, 1997.  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 $1.3
million,  or 16.9%, to $6.4 million for the six months ended June 30, 1998, from
$7.7 million for the six months ended June 30, 1997,  due to the decrease in the
average portfolio balance of $68.1 million,  or 25.6%, to $198.2 million for the
six months  ended June 30,  1998,  from $266.3  million for the six months ended
June 30, 1997. 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
increased as did interest income on investment securities. Other interest income
increased  $611,000,  or 310.2%,  from $197,000 in the six months ended June 30,
1997 to $808,000 in the six months  ended June 30,  1998,  due  primarily to the
increase in the average portfolio balance of $20.1 million,  or 193.1%, to $30.5
million for the six months  ended June 30,  1998 from $10.4  million for the six
months ended June 30, 1997. Interest income on investment  securities (including
those  available  for sale)  increased by $169,000,  or 6.8%,  in the six months
ended June 30, 1998, due primarily to a slight increase in the average portfolio
balance  of $2.1  million,  or 2.4%,  for the six months  ended  June 30,  1998,
compared to the six months ended June 30, 1997,  and to an increase of 151 basis
points in the average yield for the six months ended June 30, 1998.

The increase in interest  income was combined with an increase in total interest
expense of $187,000,  or 0.6%,  from $29.4 million for the six months ended June
30, 1997 to $29.6 million for the six months ended June 30, 1998.  Interest paid
on deposits increased by $564,000,  or 2.2%, to $25.7 million for the six months
ended June 30, 1998,  from $25.1 million for the six months ended June 30, 1997.
This  increase was due  primarily  to an increase in the average  balance of the
deposits of $43.7 million, or 3.8%, to $1,185.7 million for the six months ended
June 30,  1998,  from  $1,142.0  million for the six months ended June 30, 1997,
offset by a decrease of seven  basis  points in the cost of  deposits.  Interest
paid on borrowed funds decreased, by $377,000, or 8.8%, for the six months ended
June 30, 1998,  compared to the six months  ended June 30, 1997,  due to a $12.9
million  decrease in the average  balance of Federal Home Loan Bank advances and
other  borrowed money for the six months ended June 30, 1998 compared to the six
months ended June 30,  1997,  offset by an increase of seven basis points in the
cost of borrowings.




                                       13-


<PAGE>





PROVISION  (CREDIT) FOR LOSSES ON LOANS. In determining  the provision  (credit)
for losses on loans,  management  analyzes,  among other things, the Bank's loan
portfolio,  market conditions and the Bank's market area. The provision (credit)
for losses on loans decreased by $733,000 for the periods under comparison, from
a provision  of $554,000  for the six months  ended June 30, 1997 to a credit of
$179,000 for the six months  ended June 30,  1998.  A majority of the  decrease,
$418,000,  was due to the  recovery in full of a loss reserve  established  on a
commercial  real estate  loan,  which  paid-off  in the second  quarter of 1998.
Management  believes  that the allowance for loan losses is adequate at June 30,
1998.  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 $887,000,  or 31.8%, from
$2.8  million for the six months ended June 30, 1997 to $3.7 million for the six
months  ended  June 30,  1998.  This  increase  was  primarily  the result of an
increase in fees and service charges of $833,000,  or 33.9%,  and an increase of
$96,000  in the gain on the sale of  loans.  The  increase  in fees and  service
charges was primarily due to increased fees from transaction accounts, including
a surcharge on ATM  withdrawals  instituted in fourth quarter 1997. The increase
in the gain on sale of loans was due primarily to increased volume of loan sales
in the current low interest rate environment.

NONINTEREST  EXPENSE.  Noninterest  expense increased by $3.6 million, or 30.8%,
for the six months  ended June 30, 1998 as compared to the six months ended June
30,  1997.  The  increase  was  primarily  due to an increase of $2.9 million in
compensation  expense and an increase of $400,000 in the other, net, noninterest
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, 1998, primarily due to an increase of $416,000 in employee compensation
resulting from increased  staffing and to an increase of $2.5 million  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.  Furthermore,  due to the  Agreement  to be  acquired  by
Commercial Federal Corporation, compensation expense due to the Management Stock
Bonus Plan  ("MSBP"),  whereby  various  officers and directors of the Bank were
granted  restricted  stock  vesting over a five-year  period,  increased by $2.0
million,  as the  provisions  of  the  MSBP  accelerated  the  vesting,  thereby
requiring the expense of those shares to be  recognized.  The increase in other,
net,  noninterest  expense  was  due  primarily  to the  accrual  of a  $250,000
charitable  contribution  expense  to be made in the  name  of the  Company,  in
accordance  with the  Agreement,  prior to the  consumation  of the merger  with
Commercial Federal.

INCOME TAX EXPENSE.  Federal and state income  taxes  decreased by $211,000,  or
4.0%,  for the six months  ended June 30, 1998  compared to the six months ended
June 30,  1997,  due  primarily to tax benefits  recognized  from the  Company's
acquisition of Delta Federal Savings, F.S.B. in October 1997.






                                      -14-
<PAGE>


                         LIQUIDITY AND CAPITAL RESOURCES

The Bank is required to maintain a minimum  level of liquid assets as defined by
the 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 4%. The
Bank's liquidity averaged 12.70% during the month of June 1998. 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,  1998  amounted  to $59.6
million,  an increase of $42.9  million from  December 31, 1997.  This  increase
reflects  the cash  flow  generated  from  the  accelerated  repayment  of loans
receivable in the current low interest rate environment.

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,  1998  balance  of $107.4
million of Federal  Home Loan Bank  advances  compared  to $122.4  million as of
December 31, 1997. These borrowings were used to fund the Bank's cash needs. The
Bank does not anticipate that it will require additional  short-term  borrowings
to meet its  current  loan  commitments.  At June 30,  1998,  the Bank had total
outstanding   commitments   to  fund  loan   originations   or   obligations  or
mortgage-backed security purchases of $57.7 million.

The Bank can also access the capital markets to meet its cash needs,  and did so
most recently in 1995.

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 4% of
adjusted tangible assets,  and a minimum risk-based capital ratio of 8% of total
risk-weight assets.




                                      -15-


<PAGE>




                   LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

The Bank's capital  requirements and actual capital under OTS regulations are as
follows as of June 30, 1998:

                                                   AMOUNT       % OF ASSETS
                                                   ------       -----------
                                              (in thousands)

      GAAP Capital                             $   209.081          13.51%
                                                 =========

      Tangible Capital:
            Actual                             $   204,160          13.23%
            Required                                23,141           1.50
                                                 ---------           ----
            Excess                             $   181,019          11.73%
                                                 =========

      Core Capital:
            Actual                             $   207,129          13.40%
            Required                                61,828           4.00
                                                 ---------           ----
            Excess                             $   145,301           9.40%
                                                 =========

      Risk-based Capital:
            Actual                             $   210,773          25.61%
            Required                                65,833           8.00
                                                 ---------           ----
            Excess                             $   144,940          17.61%
                                                 =========


                     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.



                                      -16-


<PAGE>



                              KEY OPERATING RATIOS

<TABLE>
<CAPTION>
                                                  Three Months Ended                Six Months Ended
                                                      June 30, (1)                    June 30, (1)
                                                ------------------------         ------------------------
                                                 1998             1997             1998            1997
                                                 ----             ----             ----            ----

                                                      (Unaudited)                      (Unaudited)

<S>                                             <C>              <C>              <C>             <C>  
Return on average assets................          1.09%            1.07%            1.16%           1.17%
Return on average equity................          7.78             8.30             8.42            8.88
Net interest spread.....................          2.90             2.59             2.87            2.70
Net interest margin.....................          3.45             3.12             3.43            3.25
Noninterest expense to average
   assets...............................          2.25             1.60             1.97            1.55
Equity to assets (period end)...........         14.11            12.90            14.11           12.90

</TABLE>

<TABLE>
<CAPTION>
                                                                    At June 30,          At December 31,
                                                                        1998                   1997
                                                                  ---------------        ---------------

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

<S>                                                                 <C>                    <C>        
Nonperforming loans........................................         $     2,897            $     2,466
Repossessed real estate....................................                 166                    225
                                                                    -----------            -----------
   Total nonperforming assets..............................         $     3,063            $     2,691
                                                                    ===========            ===========

Allowance for loan losses to nonperforming assets..........              158.86%                175.25%
Nonperforming loans to total loans.........................                0.25%                  0.21%
Nonperforming assets to total assets.......................                0.20%                  0.17%

Book value per share (2)...................................         $     12.91            $     12.45
</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, 1998 and December 31, 1997
     was 16,894,636 and 16,808,372, respectively. This includes shares purchased
     by the ESOP.


                                      -17-


<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, 1998 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 - The annual
          meeting of  stockholders  of the Company was held on May 4, 1998,  and
          the following items were presented:

          Election of Directors Leeon E. Hayden,  E. William  Foerster,  Jr. and
          Robert W.  Richards for terms of three years ending in 2001.  Leeon E.
          Hayden received  13,354,368 votes and 101,160 votes were withheld.  E.
          William Foerster, Jr. received 13,340,647 votes and 114,881 votes were
          withheld.  Robert W. Richards  received  13,353,573  votes and 101,955
          votes were withheld.

          Ratification  of the  Company's  1996 Stock Option Plan.  The plan was
          ratified with 12,445,777 votes for, 576,486 votes against, and 157,665
          abstentions.

          Ratification  of the Company's  Management  Stock Bonus Plan. The plan
          was ratified with  12,693,669  votes for,  585,006 votes against,  and
          176,856 abstentions.

          Ratification  of the  appointment  of  KPMG  Peat  Marwick  LLP as the
          Company's auditors for the 1998 fiscal year. KPMG Peat Marwick LLP was
          ratified as the Company's  auditors with 13,334,452  votes for, 49,006
          votes against, and 72,069 abstentions.

          On July  13,  1998,  the  stockholders  of the  Company  approved  the
          Agreement  whereby  the  Company  will merge with and into  Commercial
          Federal.  A total of 11,223,698 votes out of 16,841,560  eligible were
          cast  as  follows:   10,887,830  for;  231,243  against;  and  104,625
          abstentions.

Item 5.   Other Information -Not applicable.

Item 6.   Exhibits and Reports on Form 8-K

          (a) Exhibits
               2    Reorganization  and  Merger  Agreement  by and  among  First
                    Colorado  Bancorp,  Inc. and First Federal Bank of Colorado,
                    and Commercial  Federal  Corporation and Commercial  Federal
                    Bank, a Federal Savings Bank dated March 9, 1998.*
               3(i) Articles of Incorporation of First Colorado Bancorp, Inc.**
               3(ii) Bylaws of First Colorado Bancorp, Inc.**
               4.1  Specimen Stock Certificate of First Colorado Bancorp, Inc.**
               4.2  Preferred Share Purchase Rights Agreement***

                                      -18-
<PAGE>


              10.1  Severance Agreement with Malcolm E. Collier, Jr.****
              10.2  Form of Severance Agreement with Key Officers*****
              10.3  1992 Stock Option Plan*****
              10.4  1992 Management Recognition Plan*****
              10.5  1996 Stock Option Plan*****
              10.6  1996 Management Stock Bonus Plan*****
              11    Statement Regarding Computation of Earnings per Share
              27    Financial Data Schedule******

          (b) Reports on Form 8-K - On July 21, 1998,  the  Registrant  filed  a
              Current  Report on Form 8-K  announcing the results of its special
              meeting  of  shareholders   regarding  the  proposed  merger  with
              Commercial Federal.

---------------------------
     *     Incorporated by reference to the Registrant's  Current Report on Form
           8-K filed with the SEC on March 9, 1998.
     **    Incorporated  by reference to the Registration  Statement on Form S-1
           (file no.  33-97228)  declared effective  by the SEC on November  13,
           1995.
     ***   Incorporated by reference to the Registrant's  Current Report on Form
           8-K  filed  with  the SEC on July  25, 1996. 
     ****  Incorporated  by reference to the Registrant's Annual Report on  Form
           10-K for the year ended December 31, 1995.
     ***** Incorporated by reference to the  Registrant's  Annual Report on Form
           10-K for the year ended December 31, 1996.
    ****** Filed electronically only.



                                      -19-


<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 13, 1998                          By:   /s/ Malcolm E. Collier, Jr.
                                                     ---------------------------
                                                     Malcolm E. Collier, Jr.
                                                     Chairman of the Board
                                                     Chief Executive Officer



Date: August 13, 1998                          By:   /s/ Brian L. Johnson
                                                     ---------------------------
                                                     Brian L. Johnson
                                                     Executive Vice President
                                                     Treasurer




                                      -20-