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 September 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 October 31, 1996


     $0.10 Par Value Common Stock                          16,790,573
----------------------------------------             ------------------------
                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 September 30, 1997 (unaudited) and
               December 31, 1996                                                           1

               Consolidated Statements of Operations for the
               Three and Nine Months Ended September 30,
               1997 and 1996 (unaudited)                                                   2

               Consolidated Statements of Stockholders' Equity for the
               Period from January 1, 1996 to December 31, 1996, and for the
               Period from January 1, 1997 to September 30, 1997 (unaudited)               3

               Consolidated Statements of Cash Flows
               for the Nine Months Ended September 30,
               1997 and 1996 (unaudited)                                                   4 - 6

               Notes to Consolidated Financial Statements                                  7 - 8

               Management's Discussion and Analysis of Financial
               Condition and Results of Operations                                         9 - 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
                                                                   -------------------------------------------
                                                                   September 30, 1997        December 31, 1996
                                                                   ------------------        -----------------
                                                                     (unaudited)
<S>                                                                  <C>                        <C>       
Assets                                                                                        
Cash and due from banks                                              $   20,892                 $   21,449   
Federal funds sold and other interest-earning assets                      2,960                     27,783
Investment Securities:                                                                        
         Held-to-maturity                                                73,937                     61,642
         Available-for-sale, at market value                              6,782                     11,099
Mortgage-backed securities, net:                                                              
         Held-to-maturity                                               229,062                    273,602
         Available-for-sale, at market value                              6,448                      7,687
Loans receivable, net                                                 1,122,509                  1,061,524
Accrued interest receivable                                               8,165                      8,059
Office properties and equipment, net                                     25,398                     22,930
Federal Home Loan Bank stock                                             10,501                      9,554
Real estate owned                                                         1,247                      1,457
Core deposit intangible                                                   2,566                      2,757
Other assets                                                              2,138                      3,956
                                                                     ----------                 ----------
         Total assets                                                $1,512,605                 $1,513,499
                                                                     ==========                 ==========
                                                                                              
Liabilities                                                                                   
Deposits                                                              1,148,866                  1,135,823
Advances from Federal Home Loan Bank                                    130,310                    122,515
Other borrowed money                                                      4,605                      5,009
Advances by borrowers for taxes and insurance                             5,104                      8,312
Current/deferred income taxes                                             5,794                      4,529
Other liabilities                                                        20,077                     20,687
                                                                     ----------                 ----------
         Total liabilities                                            1,314,756                  1,296,875
                                                                                              
Stockholders' Equity                                                                          
Common stock, $0.10 par value (50,000,000 shares authorized;                                  
         20,134,256 shares issued at September  30, 1997 and                                  
         December 31, 1996; 16,484,530 and 18,184,108 shares                                  
         outstanding at September 30, 1997 and December 31,                                   
         1996, respectively)                                              2,013                      2,013
Additional paid-in capital                                              152,540                    151,581
Treasury stock (3,649,726 and 1,950,148 shares,                                               
         respectively, at cost)                                         (58,149)                   (28,957)
Unearned ESOP shares                                                    (11,703)                   (12,063)
Unearned MRP/MSBP shares                                                 (3,338)                    (3,929)
Unrealized gain on securities available for sale (net of tax)               307                        365
Retained earnings, partially restricted                                 116,179                    107,614
                                                                     ----------                 ----------
         Total stockholders' equity                                     197,849                    216,624
                                                                     ----------                 ----------
                                                                                              
         Total liabilities and stockholders' equity                  $1,512,605                 $1,513,499
                                                                     ==========                 ==========
</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 nine months ended
                                            September 30, 1997     September 30, 1996       September 30, 1997   September 30, 1996
                                            ------------------     ------------------       ------------------   ------------------
<S>                                           <C>                         <C>                      <C>                <C>   
Interest income:
         Loans                                $     22,008                20,025                   64,604             58,074
         Mortgage-backed securities                  3,852                                                   
                                                                           4,796                   11,511             14,580
         Investment securities                       1,321                                                   
                                                                           1,342                    3,817              4,137
         Other                                          46                   157                      243              1,165
                                              ------------                ------                   ------             ------
                  Total interest income                                                                      
                                                    27,227                26,320                   80,175             77,956
                                              ------------                ------                   ------             ------
                                                                                                             
Interest expense:                                                                                            
         Deposits                                                                                            
                                                    12,919                12,530                   38,053             36,369
         Borrowed funds                              2,261                 1,987                    6,526              6,079
                                              ------------                ------                   ------             ------
                  Total interest expense            15,180                14,517                   44,579             42,448
                                              ------------                ------                   ------             ------

Net interest income                                 12,047                11,803                   35,596             35,508
                                                                                                             
Provision (credit) for loan losses                  (1,320)                  218                     (766)               525
                                              ------------                ------                   ------             ------
Net interest income after provision                                                                          
         for loan losses                            13,367                11,585                   36,362             34,983
                                              ------------                ------                   ------             ------
                                                                                                             
Noninterest income:                                                                                          
         Fees and service charges                    1,336                 1,212                    3,794              3,563
         Gain on sale of loans, net                     79                    75                      178                141
         Net income from real estate                                                                         
                  operations                           133                    26                      271                297
         Rental income                                  45                    44                      139                125
                                              ------------                ------                   ------             ------
                  Total noninterest income           1,593                 1,357                    4,382              4,126
                                              ------------                ------                   ------             ------
Noninterest expense:                                                                                         
         Compensation                                3,933                                                   
                                                                           3,278                   10,528              8,857
         Occupancy                                   1,043                   926                             
                                                                                                    3,005              2,860
         Provision (credit) for losses on                                                                    
                  real estate owned                    (21)                    4                             
                                                                                                      (24)               (21)
         Credit for losses on federal funds 
           sold                                         --                    --                       --                (18)
         Professional fees                             193                   198                      527                605
         Advertising                                   266                   234                      717                760
         Printing, supplies and postage                263                   257                      848                801
         FDIC premiums                                 183                   543                             
                                                                                                    7,621              8,880
         Other, net                                    732                   785                    2,147              2,128
                                              ------------                ------                   ------             ------
                  Total noninterest expense          6,592                13,275                   18,294             24,877
                                              ------------                ------                   ------             ------
                                                                                                             
Earnings before income taxes                         8,368                  (333)                  22,450             14,232
Income tax expense                                   3,188                  (161)                   8,430              5,140
                                              ------------                ------                   ------             ------
Net earnings                                  $      5,180                  (172)                  14,020              9,092
                                              ============                ======                   ======             ======
   Primary earnings (loss) per share          $       0.32                 (0.01)                    0.87               0.48
                                                                                                             
   Primary shares outstanding                                                                                
                                                15,955,863            18,479,601               16,149,346         18,904,021
                                                                                                             
   Fully diluted earnings (loss) per share    $       0.32                 (0.01)                    0.86               0.48
                                                                                                             
   Fully diluted shares outstanding             16,083,673            18,604,427               16,277,156         19,028,847
                                                                                                    
</TABLE>
 
                                       -2-

<PAGE>


                  FIRST COLORADO BANCORP, INC. AND SUBSIDIARIES
                 Consolidated Statements of Stockholders' Equity
                Period from January 1, 1996 to September 30, 1997
      (Activity for the Nine Months Ended September 30, 1997 is Unaudited)
                  (Amounts in Thousands, except Share Amounts)

<TABLE>
<CAPTION>
                                                                                                           Net
                                                                                                       Unrealized
                                                                                                       Gain (Loss)
                                                                           Common                MRP/       on
                                             Common Stock    Additional    Stock     Unearned    MSBP   Securities
                                            $0.10 par value    Paid-in    Treasury     ESOP     Contra  Available  Retained
                                          Shares      Amount   Capital     Shares     Shares    Account  For Sale  Earnings  Total
                                          ------      ------   -------     ------     ------    -------  --------  --------  -----
<S>                                      <C>          <C>      <C>        <C>        <C>         <C>       <C>     <C>      <C>    
Balance, January 1, 1996                 20,023,337   $2,002   149,837       --      (13,404)     (182)     (54)   100,519  238,718

Exercise of employee stock options          110,919       11        78        183       --        --       --         --        272
Additional offering costs on common
         stock issued for cash                 --       --        (175)      --         --        --       --         --       (175)
Payment of ESOP liability                      --       --        --         --        1,341      --       --         --      1,341
Common stock purchased by MSBP                 --       --        --         --         --      (3,848)    --         --     (3,848)
Employees' vesting in ESOP/MRP/MSBP            --       --       1,841       --         --         101     --         --      1,942
Purchase of Treasury stock               (1,950,148)    --        --      (29,140)      --        --       --         --    (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               18,184,108    2,013   151,581    (28,957)   (12,063)   (3,929)     365    107,614  216,624

Exercise of employee stock options           39,272     --        (402)       557       --        --       --         --        155
Payment of ESOP liability                      --       --        --         --          360      --       --         --        360
Employees' vesting in ESOP/MRP/MSBP            --       --       1,361       --         --         591     --         --      1,952
Dividends declared ($0.33 per share)           --       --        --         --         --        --       --       (5,455)  (5,455)
Purchase of Treasury stock
                                         (1,738,850)    --        --      (29,749)      --        --       --         --    (29,749)
Change in net unrealized gain (loss) on
         securities available-for-sale         --       --        --         --         --        --        (58)      --        (58)
Net earnings                                   --       --        --         --         --        --       --       14,020   14,020
                                         ----------   ------   -------    -------    -------    ------      ---    -------  -------

Balance, September 30, 1997              16,484,530   $2,013   152,540    (58,149)   (11,703)   (3,338)     307    116,179  197,849
                                         ==========   ======   =======    =======    =======    ======      ===    =======  =======

</TABLE>


                                      -3-
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                      For the nine months ended
                                                                               September 30, 1997    September 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        $79,866              76,799
         Interest from property tax certificates                                            9                   0
         Fees and service charges received                                              4,791               4,903
         Rental income received                                                           139                 125
         Proceeds from sale of loans held for sale                                     10,029              27,980
         Originations of loans held for sale                                           (9,696)            (27,829)
         Interest paid                                                                 (9,619)             (9,790)
         Cash paid to suppliers and employees                                         (18,561)            (17,416)
         Income taxes paid                                                             (7,130)             (8,077)
                                                                                     --------            --------
                                                                                                        
                  Net cash provided by operating activities                            49,828              46,695
                                                                                     --------            --------
                                                                                                        
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                                          45,600              61,700
         Purchase of investment securities available for sale                            (111)                  0
         Purchase of investment securities held to maturity                           (57,855)            (81,965)
         Principal repayments of mortgage-backed and asset-backed securities           45,733              50,267
         Purchase of mortgage-backed and other asset-backed securities                                  
                  held to maturity                                                     (1,719)            (35,066)
         Origination of loans receivable                                             (244,205)           (275,697)
         Net increase in customers' lines of credit                                    (5,683)             (9,082)
         Principal repayments of loans receivable                                     189,534             178,090
         Purchase of Federal Home Loan Bank Stock                                           0                (136)
         Proceeds from sales of real estate owned and in judgment                         835                 812
         Proceeds from sale of office properties and equipment                             36                   3
         Purchase of office properties and equipment                                   (1,804)             (2,431)
         Proceeds from sale of real estate held for investment and development            157                 344
         Other, net                                                                       208                 226
                                                                                     --------            --------
                                                                                                        
                  Net cash used by investing activities                               (24,274)           (101,935)
                                                                                     --------            --------

</TABLE>
 
                                   (Continued)


                                       -4-


<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                  For the nine months ended
                                                                                             September 30, 1997  September 30, 1996
                                                                                             ------------------  ------------------
<S>                                                                                               <C>                       <C>  
Cash flows from financing activities:
         Net increase (decrease) in deposits                                                      $ (21,257)                1,777
         Proceeds of advances from Federal Home Loan Bank                                           233,700                56,700
         Repayment of advances from Federal Home Loan Bank                                         (225,905)              (60,355)
         Repayment of bonds payable and other borrowings                                               (414)                 (456)
         Net decrease in advances by borrowers for taxes and insurance                               (3,208)               (4,103)
         Purchase of treasury shares                                                                (29,749)              (15,766)
         Cash paid for stock offering and conversion costs                                           (2,135)          
         Net proceeds from exercised stock options                                                      155                    54
         Net proceeds from ESOP/MRP/MSBP                                                             (3,251)          
         Dividends paid                                                                              (5,114)               (3,596)
         Other, net                                                                                  (1,454)               17,354
                                                                                                  ---------             ---------
                  Net cash used by financing activities                                             (50,934)              (13,777)
                                                                                                  ---------             ---------
                  Net decrease in cash and cash equivalents                                         (25,380)              (69,017)
                                                                                                                      
Cash and cash equivalents at beginning of period                                                     49,232               113,670
                                                                                                                      
Cash and cash equivalents at end of period                                                           23,852                44,653
                                                                                                  =========             =========
                                                                                                                      
Reconciliation of net earnings to net cash provided by operating activities:                                          
         Net earnings                                                                                14,020                 9,092
         Adjustments to reconcile net earnings to net cash provided by operating                                      
                  activities:                                                                                         
                           Amortization of premiums and discounts on investments, net                 1,064                   787
                           Gain on sale of investment securities and loans receivable                  (178)                 (141)
                           Amortization of deferred loan origination fee income                        (536)                 (563)
                           Deferred  loan  origination  fee  income,  net of deferred costs              (6)                  277
                           Provision  for losses on loans  receivable,  federal funds                                 
                                    sold, and real estate owned and in judgment                        (766)                  529
                           Gain on sale of real estate owned, net                                      (103)                 (141)
                           Gain on  sale  of real  estate  held  for  investment  and development       (47)                  (24)
                           Stock dividends from Federal Home Loan Bank                                 (947)                 (435)
                           Depreciation and amortization                                              1,315                 1,366
                           Increase (decrease) in deferred income taxes                                 245                   (88)
                           Interest expense credited to deposit accounts                             34,300                32,640
                           Amortization of unearned discounts and deferred income                       (85)                 (157)
                           Decrease in loans held for sale                                              333                   151
                           Increase in accrued interest receivable                                     (106)                 (789)
                           Increase in other assets                                                    (204)                  (10)
                           Increase (decrease) in current income taxes payable                        1,055                (2,849)
                           Increase in other liabilities                                                575                    37
                           FDIC/SAIF assessment payable                                                   0                 7,000
                           Other, net                                                                  (101)                   13
                                                                                                  ---------             ---------
                                                                                                                      
                                    Net cash provided by operating activities                        49,828                46,695
                                                                                                  =========             =========
</TABLE>
                                                          
                                   (Continued)

                                       -5-

<PAGE>

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

<TABLE>
<CAPTION>
                                                                              For the nine months ended
                                                                     September 30, 1997       September 30, 1996
                                                                     ------------------       ------------------
<S>                                                                       <C>                       <C>
Noncash investing and financing transactions:                            
                                                                        
   Foreclosure of collateral securing loans, net of reserve               $     522                  498
                                                                          ========                  ==== 
                                                                         
   Decrease in net unrealized loss on securities                         
    available for sale, net of tax effect                                 $    (58)                 (214)
                                                                          ========                  ==== 
                                                                         
   Deferred tax effect of change in unrealized loss on                   
    securities available for sale                                         $    (35)                 (132)
                                                                          ========                  ==== 
                                                                   
</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 September 30, 1997, the Consolidated Statements of Operations for the
     three and nine  month  periods  ended  September  30,  1997 and  1996,  the
     Consolidated  Statement of  Stockholders'  Equity for the nine month period
     ended September 30, 1997, and the Consolidated Statements of Cash Flows for
     the nine  month  periods  ended  September  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 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 nine month periods
     ended  September  30, 1997 are not  necessarily  indicative  of the results
     which may be expected for the entire year or for any other period.

3.   Earnings  (Loss)  per Share -  Earnings  (loss) per share for the three and
     nine month periods ended  September  30, 1997 was  calculated  based on the
     number of primary  shares and 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 September 17, 1997,  the Company  declared a 12.0(cent)  per
     share cash dividend on the Company's common stock to shareholders of record
     on September 29, 1997. The cash dividend was paid on October 20, 1997.



                                      -7-

<PAGE>


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

     Earnings  per  Share.  On March 3,  1997,  the FASB  issued  SFAS No.  128,
     Earnings  per  Share  (SFAS  No.  128)  which is  effective  for  financial
     statements  issued for periods ending after December 15, 1997. SFAS No. 128
     replaces APB Opinion 15, Earnings per Share, and simplifies the computation
     of earnings per share (EPS) by replacing  the  presentation  of primary EPS
     with a presentation of basic EPS. In addition,  the Statement requires dual
     presentation  of basic and  diluted EPS by entities  with  complex  capital
     structures.  Basic EPS  includes  no  dilution  and is computed by dividing
     income available to common stockholders by the  weighted-average  number of
     common  shares  outstanding  for  the  period.  Diluted  EPS  reflects  the
     potential  dilution of  securities  that could share in the  earnings of an
     entity,  similar  to fully  diluted  EPS.  The  computation  of EPS will be
     compatible with international  standards,  as the International  Accounting
     Standards Committee recently issued a comparable standard. The Company will
     adopt  Statement  No.  128 on  December  31,  1997  and  based  on  current
     estimates,  does not believe the effect on adoption will have a significant
     impact on the Company's financial position or results of operations.

     Reporting  Comprehensive Income. In July 1997 the FASB issued SFAS No. 130,
     Reporting  Comprehensive  Income (SFAS No. 130).  SFAS No. 130 is effective
     for  fiscal  years  beginning  after  December  15,  1997.  This  statement
     establishes  standards  for  reporting and  presentation  of  comprehensive
     income and its components (revenues,  expenses, gains and losses) in a full
     set of general  purpose  financial  statements.  It requires that all items
     that are required to be recognized under accounting standards as components
     of  comprehensive  income be  reported  in a  financial  statement  that is
     presented with the same prominence as other financial statements.  SFAS No.
     130  requires  that  companies  (i) classify  items of other  comprehensive
     income by their  nature  in a  financial  statement  and (ii)  display  the
     accumulated balance of other comprehensive  income separately from retained
     earnings  and  additional  paid-in  capital  in the  equity  section of the
     statement of financial condition.  Reclassification of financial statements
     for earlier periods provided for comprehensive purposes is required.

6.   Acquisition of Delta Federal Savings,  F.S.B. - Effective  October 1, 1997,
     the Company  acquired  100% of the common stock of Delta  Federal  Savings,
     F.S.B., Delta, Colorado ("Delta") through the merger of Delta with and into
     the Bank.  Delta was  acquired  for $5.8  million of the  Company's  common
     stock.  The  Company  expects to  account  for this  transaction  using the
     purchase  method of  accounting.  This Form 10-Q does not take into account
     such acquisition.


                                      -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
$58.1 million.

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

The total  assets of the Company  decreased  $894,000,  or 0.1%,  from  $1,513.5
million at December  31, 1996 to $1,512.6  million at September  30, 1997.  This
decrease  is  due   primarily  to  a  decrease  in  Fed  funds  sold  and  other
interest-earning  assets of $24.8  million,  or 89.3%,  from  $27.8  million  at
December  31, 1996 to $3.0 million at September  30, 1997.  Mortgage-backed  and
other  asset-backed  securities also decreased,  from $281.3 million at December
31, 1996 to $235.5  million at September 30, 1997, a decrease of $45.8  million,
or 16.3%. 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  $61.0  million,  or 5.7%.
Investment  securities also increased,  from $72.7 million at December 31, 1996,
to $80.7 million at September  30, 1997, an increase of $8.0 million,  or 11.0%,
due to the Company's decision to increase its portfolio.

As of September 30, 1997, non-performing assets totaled $3.1 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 $13.0 million, or 1.1%, from $1,135.8 million at December 31, 1996, to
$1,148.9  million at September  30, 1997.  Total  advances from the Federal Home
Loan Bank increased by $7.8 million, or 6.4%, from $122.5 million as of December
31, 1996, to $130.3 million as of September 30, 1997.

Stockholders'  equity  decreased  $18.8 million,  or 8.7%,  primarily due to net
earnings of $14.0 million for the nine months ended  September  30, 1997,  being
more than offset by dividends  declared totaling $5.5 million and treasury stock
purchases totaling $29.7 million.


                                      -9-

<PAGE>

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

GENERAL.  Net earnings for the three months ended  September 30, 1997  increased
$5.4  million,  to $5.2 million from a $172,000  loss for the three months ended
September 30, 1996.  The increase was primarily due to a decrease in noninterest
expense,  specifically in the FDIC premium  category.  President  Clinton signed
legislation on September 30, 1996  requiring all banks and savings  associations
with accounts  insured by SAIF  (administered  by the Federal Deposit  Insurance
Corporation)  to pay a  special  assessment  to  recapitalize  the  fund.  First
Federal's  assessment  was $7.0  million  before  taxes,  which was  charged  to
earnings  during the third quarter of 1996 and resulted in the $172,000 net loss
for the quarter.  That  decrease in  noninterest  expense was  accompanied  by a
decrease in the provision (credit) for loan losses.

NET INTEREST INCOME. Net interest income increased $244,000, or 2.1%, from $11.8
million during the three months ended September 30, 1996 to $12.0 million during
the three months ended September 30, 1997. This increase was primarily due to an
increase in total interest  income of $907,000,  or 3.4%, from $26.3 million for
the three months ended  September 30, 1996 to $27.2 million for the three months
ended  September 30, 1997. This increase was primarily the result of an increase
in interest  income on loans  receivable  from $20.0 million in the three months
ended  September 30, 1996 to $22.0  million in the three months ended  September
30, 1997, due to an increase of four basis points in the average interest earned
on loans receivable and to an increase in the average portfolio balance of loans
receivable of $94.6 million,  or 9.3%, to $1,112.2  million for the three months
ended  September  30,  1997,  from  $1,017.6  million for the three months ended
September  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.  Interest income on investment  securities
(including  those  available for sale) remained  stable at $1.3 million for both
the three months ended  September 30, 1996 and the three months ended  September
30, 1997, due to the decrease in the average  portfolio balance of $8.2 million,
or 8.3%,  to $90.0 million for the three months ended  September 30, 1997,  from
$98.2 million for the three months ended September 30, 1996,  being offset by an
increase in the average rate on investment  securities of 40 basis points. These
increases  in interest  income were  partially  offset by a decrease in interest
income on  mortgage-backed  and other asset-backed  securities  (including those
available for sale) of $944,000,  or 19.7%, to $3.9 million for the three months
ended September 30, 1997, from $4.8 million for the three months ended September
30, 1996, due to the decrease in the average portfolio balance of $59.0 million,
or 19.5%,  to $244.4 million for the three months ended September 30, 1997, from
$303.4  million for the three months ended  September 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.

The increase in interest  income was combined with an increase in total interest
expense of  $663,000,  or 4.6%,  from $14.5  million for the three  months ended
September 30, 1996,  to $15.2  million for the three months ended  September 30,
1997. Interest paid on deposits increased by $389,000, or 3.1%, to $12.9 million
for the three months ended  September 30, 1997, from $12.5 million for the three
months ended  September 30, 1996. This increase was due primarily to an increase
in the average  balance of the deposits of $38.0  million,  or 3.4%, to $1,145.8
million for the three months ended September 30, 1997, from $1,107.8 million for
the three months ended September 30, 1996.  Interest paid on borrowed funds also
increased  by  $274,000,  or 13.8%,  to $2.3  million for the three months ended
September 30, 1997,  from $2.0 million for the three months ended  September 30,
1996,  due to an  increase  in the  average  balance of  Federal  Home Loan Bank
advances and other borrowed money of $16.6 million,  or 13.5%, to $139.7 million
for the three months ended September 30, 1997, from $123.1 million for the three
months ended September 30, 1996.


                                      -10-

<PAGE>

PROVISION  (CREDIT) FOR LOSSES ON LOANS. In determining the provision for losses
on loans,  management  analyzes,  among other things, the Bank's loan portfolio,
market conditions and the Bank's market area. The provision  (credit) for losses
on loans  decreased by $1.5  million for the periods  under  comparison,  from a
provision of $218,000 for the three months ended  September 30, 1996 to a credit
of $1.3 million for the three months ended  September  30, 1997.  The credit for
the three months ended  September  30, 1997 was due primarily to the recovery of
$1.5  million  on a  commercial  real  estate  loan,  offset by a  provision  of
$180,000.  The provision for the three months ended  September 30, 1997 reflects
management's  recognition  of and desire to  appropriately  reserve for the loan
growth for the Bank.  Management  believes that the allowance for loan losses is
adequate at September 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 by $236,000,  or 17.4%, from
$1.4 million for the three months ended  September  30, 1996 to $1.6 million for
the three months ended  September  30, 1997.  This  increase was  primarily  the
result of an increase in fees and service charges of $124,000 and an increase in
the net income from real estate operations of $107,000.

NONINTEREST EXPENSE. Noninterest expense decreased by $6.7 million, or 50.3% for
the three months ended  September 30, 1997 as compared to the three months ended
September 30, 1996. The majority of the decrease related to the one-time special
SAIF assessment expense of $7.0 million, causing the FDIC premium to decrease by
$7.4 million for the three months  ended  September  30, 1997 as compared to the
three months ended  September 30, 1996.  Other  increases  included  $655,000 in
compensation  expense and $117,000 in occupancy 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
September  30, 1997,  primarily  due to an increase of $663,000  resulting  from
expense recognized on vesting benefit plans due to the price appreciation of the
fair market value of common stock in those plans.

INCOME TAX EXPENSE. Federal and state income taxes increased by $3.3 million for
the three months  ended  September  30, 1997  compared to the three months ended
September  30, 1996,  due  primarily to the increase in earnings  before  income
taxes.



                                      -11-

<PAGE>


                     COMPARISON OF OPERATING RESULTS FOR THE
                  NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996

GENERAL.  Net earnings for the nine months ended  September  30, 1997  increased
$4.9 million,  or 54.2%,  to $14.0 million from $9.1 million for the nine months
ended  September  30, 1996.  The increase was primarily due to a decrease in net
noninterest  expense and a decrease in the  provision  (credit) for loan losses.
The decrease in net noninterest expense can be attributed  primarily to the 1996
one-time SAIF special assessment discussed previously.

NET INTEREST INCOME. Net interest income increased $88,000,  or 0.2%, from $35.5
million during the nine months ended  September 30, 1996 to $35.6 million during
the nine months ended  September 30, 1997. This increase was primarily due to an
increase in total interest  income of $2.2 million,  or 2.8%, from $78.0 million
for the nine  months  ended  September  30,  1996 to $80.2  million for the nine
months ended  September  30, 1997.  This increase was primarily the result of an
increase in interest  income on loans  receivable from $58.1 million in the nine
months  ended  September  30,  1996 to $64.6  million in the nine  months  ended
September  30,  1997,  due  primarily  to an increase  in the average  portfolio
balance of loans  receivable,  which  increased  $111.5  million,  or 11.4%,  to
$1,092.6  million for the nine months  ended  September  30,  1997,  from $981.1
million  for the nine months  ended  September  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.
These  increases  in  interest  income  were  partially  offset by a decrease in
interest income on mortgage-backed and other asset-backed  securities (including
those  available for sale) of $3.1 million,  or 21.0%,  to $11.5 million for the
nine months ended  September  30, 1997,  from $14.6  million for the nine months
ended September 30, 1996, due to the decrease in the average  portfolio  balance
of $53.2  million,  or  17.1%,  to  $259.0  million  for the nine  months  ended
September 30, 1997,  from $312.2 million for the nine months ended September 30,
1996. In addition,  in connection  with an  examination  by the Office of Thrift
Supervision ("OTS") of the Company's  mortgage-backed  securities  portfolio,  a
non-cash  charge of $827,000  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. 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 those
securities in loans  receivable.  Other  interest  income also  decreased as did
interest  income on  investment  securities.  Other  interest  income  decreased
$922,000,  or 79.1%,  from $1.2 million in the nine months ended  September  30,
1996 to  $243,000  in the nine  months  ended  September  30,  1997,  due to the
decrease in the average  portfolio  balance of $27.1 million,  or 77.2%, to $8.0
million for the nine months ended  September 30, 1997 from $35.1 million for the
nine months ended September 30, 1996.  Interest income on investment  securities
(including  those  available for sale)  decreased  from $4.1 million in the nine
months  ended  September  30,  1996 to $3.8  million  in the nine  months  ended
September  30,  1997,  due to the decrease in the average  portfolio  balance of
$11.0 million,  or 11.0%,  to $88.9 million for the nine months ended  September
30, 1997, from $99.9 million for the nine months ended September 30, 1996.

The increase in interest  income was combined with an increase in total interest
expense of $2.1 million,  or 5.0%,  from $42.4 million for the nine months ended
September  30, 1996,  to $44.5  million for the nine months ended  September 30,
1997.  Interest  paid on deposits  increased  $1.7  million,  or 4.6%,  to $38.1
million for the nine months ended September 30, 1997, from $36.4 million for the
nine months ended  September  30, 1996.  This  increase was primarily due to the
increase in the average  balance of the deposits of $49.9  million,  or 4.6%, to
$1,143.1  million for the nine months ended  September  30, 1997,  from $1,093.2
million for the nine months ended  September 30, 1996. This increase in interest
paid on deposits  was  accompanied  by an increase in interest  paid on borrowed
funds of $447,000,  or 7.4%, to $6.5 million for the nine months ended September
30, 1997, from $6.1 million for the nine months ended September 30, 1996, due to
an increase in the average  balance of Federal Home Loan Bank advances and other
borrowed  money of $9.1 million,  or 7.3%, to $134.7 million for the nine months
ended  September  30,  1997,  from  $125.6  million  for the nine  months  ended
September 30, 1996.


                                      -12-

<PAGE>

PROVISION  (CREDIT) FOR LOSSES ON LOANS. In determining the provision for losses
on loans,  management  analyzes,  among other things, the Bank's loan portfolio,
market conditions and the Bank's market area. The provision  (credit) for losses
on loans  decreased by $1.3  million for the periods  under  comparison,  from a
provision of $525,000 for the nine months ended  September  30, 1996 to a credit
of $766,000 for the nine months  ended  September  30, 1997.  The credit for the
nine months ended  September  30, 1997 was due primarily to the recovery of $1.5
million on a commercial real estate loan, offset by a provision of $734,000. The
provision for the nine months ended  September  30, 1997  reflects  management's
recognition of and desire to  appropriately  reserve for the loan growth for the
Bank.  Management  believes  that the  allowance  for loan losses is adequate at
September  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 by $256,000, or 6.2%, from $4.1
million for the nine months  ended  September  30, 1996 to $4.4  million for the
nine months ended  September 30, 1997. This increase was primarily the result of
an increase in fees and service charges of $231,000.

NONINTEREST EXPENSE. Noninterest expense decreased by $6.6 million, or 26.5% for
the nine months  ended  September  30, 1997 as compared to the nine months ended
September 30, 1996. The majority of the decrease related to the one-time special
SAIF  assessment  expense of $7.0  million in 1996,  causing the FDIC premium to
decrease  by $8.3  million  for the nine  months  ended  September  30,  1997 as
compared  to the  nine  months  ended  September  30,  1996.  Other  significant
increases  occurred in  compensation  expense  ($1.7  million)  and in occupancy
expense ($145,000).

The Bank experienced  increased  compensation costs during the nine months ended
September  30,  1997,  primarily  due to an  increase  of  $478,000  in employee
compensation  resulting  from  increased  staffing  and to an  increase  of $1.2
million  resulting from expense  recognized on vesting  benefit plans due to the
price appreciation of the fair market value of common stock in those plans.

INCOME TAX EXPENSE. Federal and state income taxes increased by $3.3 million, or
64.0%,  for the nine months ended September 30, 1997 compared to the nine months
ended  September  30, 1996,  due  primarily  to the increase in earnings  before
income taxes.


                                      -12-

<PAGE>
                         LIQUIDITY AND CAPITAL RESOURCES

The Bank is required to maintain a minimum  level of liquid assets as defined by
the OTS  regulations.  This  requirement,  which may be varied from time to time
depending upon economic conditions and deposit flows, is based upon a percentage
of deposits and short-term  borrowings.  The required ratio is currently 5%. The
Bank's  liquidity  averaged 8.40% during the month of September,  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 September  30, 1997 amounted to $3.0
million,  a decrease of $24.8  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 September 30, 1997 balance of $130.3
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 September  30, 1997,  the Bank had total
outstanding  commitments to fund loan originations or  mortgage-backed  security
purchases of $19.1 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 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 September 30, 1997:

<TABLE>
<CAPTION>
                                                 AMOUNT                    % OF ASSETS
                                               -----------                 ------------


<S>                                            <C>                             <C>   
      GAAP Capital                             $   183,118                     12.10%
                                               ===========                     ===== 

      Tangible Capital:

            Actual                             $   178,260                     11.82%
            Required                                22,618                      1.50
                                               -----------                     ----- 
            Excess                             $   155,642                     10.32%
                                               ===========                      

      Core Capital:

            Actual                             $   180,826                     11.97%
            Required                                45,313                      3.00
                                               -----------                     ----- 
            Excess                             $   135,513                      8.97%
                                               ===========                      

      Risk-based Capital:

           Actual                             $   183,152                     22.67%
           Required                                64,644                      8.00
                                              -----------                     ----- 
           Excess                             $   118,508                     14.67%
                                              ===========                     

</TABLE>

                     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               Nine Months Ended
                                                September 30,                    September 30,
                                           ------------------------         -------------------------
                                           1997 (1)        1996 (1)         1997 (1)        1996 (1)
                                           --------        --------         --------        --------
                                                    (Unaudited)                     (Unaudited)

<S>                                         <C>             <C>              <C>           <C>  
Return on average assets                      1.37%         (0.05)%           1.24%         0.81%
Return on average equity                     10.55          (0.29)            9.42       
                                                                                            5.06
Net interest spread                           2.79           2.61             2.73       
                                                                                            2.65
Net interest margin                           3.32           3.29             3.28       
                                                                                            3.31
Noninterest expense to average                                                           
   assets                                     1.75           3.54             1.62       
                                                                                            2.22
Equity to assets (period end)                13.08          14.82            13.08         14.82

</TABLE>

<TABLE>
<CAPTION>
                                                          At September 30,      At December 31,
                                                               1997                 1996
                                                          ----------------      --------------
 
                                                                  (Dollars in Thousands,
                                                                  except per share data)
                                                                        (Unaudited)

<S>                                                           <C>                    <C>    
Nonperforming loans                                           $ 1,831                $ 1,457
Repossessed real estate                                         1,247                  1,457
                                                              -------                -------
   Total nonperforming assets                                 $ 3,078                $ 2,914
                                                              =======                =======

Allowance for loan losses to nonperforming assets              141.50%                132.12%
Nonperforming loans to total loans                               0.16%                  0.14%
Nonperforming assets to total assets                             0.20%                  0.19%

Book value per share (2)                                      $ 12.00                $ 11.91

</TABLE>


--------------
(1)  The ratios  for the three- and  nine-month  periods  are  annualized  where
     appropriate.
(2)  The number of shares  outstanding as of September 30, 1997 and December 31,
     1996 was  16,484,530 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
                    September 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

                     (b) Reports on  Form 8-K - On October 2, 1997,  the Company
                         filed  a  Current  Report  on Form 8-K  announcing  the
                         completion  of  the  Company's  acquisition  of  Delta,
                         through the merger of Delta with and into the Bank.





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

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





                                      -18-