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

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

                                    FORM 10-Q

(Mark One)

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

     For the Quarterly Period Ended March 31, 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 April 30, 1998

 $0.10 Par Value Common Stock                          16,841,360
---------------------------------------        ---------------------------
                 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 March 31, 1998 (unaudited) and
                     December 31, 1997                                                             1

                     Consolidated Statements of Operations and
                     Comprehensive Income for the Three Months
                     Ended March 31, 1998 and 1997 (unaudited)                                     2

                     Consolidated Statements of Stockholders' Equity
                     for the Period from January 1, 1996 to December 31, 1997, and
                     for the Period from January 1, 1998 to March 31, 1998 (unaudited)             3

                     Consolidated Statements of Cash Flows for the Three Months
                     Ended March 31, 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 - 15


            PART II -OTHER INFORMATION                                                                 16

   SIGNATURES                                                                                     17

   EXHIBIT
</TABLE>



<PAGE>

                   First Colorado Bancorp, Inc. and Subsidiary
                 Consolidated Statements of Financial Condition
                             (dollars in thousands)
<TABLE>
<CAPTION>
                                                              03/31/98       12/31/97
                                                              --------       --------
                                                             (unaudited)
<S>                                                          <C>            <C>        
Assets
Cash and due from banks ..................................   $    24,103    $    27,970
Federal funds sold and other interest-earning assets .....        32,415         16,687
Investment Securities:
     Held-to-maturity ....................................        79,812         73,944
     Available-for-sale, at market value .................           758          5,951
Mortgage-backed securities, net:
     Held-to-maturity ....................................       193,210        209,543
     Available-for-sale, at market value .................         5,884          6,839
Loans receivable, net ....................................     1,173,430      1,164,602
Accrued interest receivable ..............................         8,208          8,356
Office properties and equipment, net .....................        23,155         23,606
Federal Home Loan Bank stock .............................        11,486         11,277
Real estate owned ........................................           183            225
Core deposit intangible/goodwill .........................         4,177          4,251
Other assets .............................................         2,473          2,775
                                                             -----------    -----------
     Total assets ........................................   $ 1,559,294    $ 1,556,026
                                                             ===========    ===========

Liabilities
Deposits .................................................   $ 1,189,386    $ 1,182,727
Advances from Federal Home Loan Bank .....................       120,410        122,410
Other borrowed money .....................................         4,368          4,479
Advances by borrowers for taxes and insurance ............         4,286          8,369
Current/deferred income taxes ............................         7,175          4,720
Other liabilities ........................................        20,863         24,012
                                                             -----------    -----------
     Total liabilities ...................................     1,346,488      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 March 31, 1998 and December 31, 1997;
  16,826,798 and 16,808,372 shares
  outstanding at March 31, 1998 and
  December 31, 1997, respectively) .......................         2,013          2,013
Additional paid-in capital ...............................       155,713        155,047
Treasury stock (3,307,458 and 3,325,884 shares,
  respectively, at cost)..................................       (53,301)       (53,562)
Unearned ESOP shares .....................................       (10,188)       (10,523)
Unearned MRP/MSBP shares .................................        (3,324)        (3,338)
Accumulated other comprehensive income (net of tax) ......          (612)          (215)
Retained earnings, partially restricted ..................       122,505        119,887
                                                             -----------    -----------
     Total stockholders' equity ..........................       212,806        209,309
                                                             -----------    -----------

     Total liabilities and stockholders' equity ..........   $ 1,559,294    $ 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>
                                                                 March 31, 1998 March 31, 1997
                                                                 -------------- --------------
<S>                                                                   <C>         <C>     
Interest income:
    Loans .........................................................   $ 22,534    $ 21,066
    Mortgage-backed securities ....................................      3,367       4,354
    Investment securities .........................................      1,348       1,205
    Other .........................................................        283          90
                                                                      --------    --------
     Total interest income ........................................     27,532      26,715
                                                                      --------    --------

Interest expense:
    Deposits ......................................................     12,829      12,396
    Borrowed funds ................................................      2,009       2,071
                                                                      --------    --------
     Total interest expense .......................................     14,838      14,467
                                                                      --------    --------

Net interest income ...............................................     12,694      12,248

Provision for loan losses .........................................        137         219
                                                                      --------    --------
Net interest income after provision for loan losses ...............     12,557      12,029
                                                                      --------    --------

Noninterest income:
    Fees and service charges ......................................      1,551       1,198
    Gain (loss) on sale of loans, net .............................         51          36
    Net income from real estate operations ........................         14          51
    Rental income .................................................         49          49
                                                                      --------    --------
     Total noninterest income .....................................      1,665       1,334
                                                                      --------    --------

Noninterest expense:
    Compensation ..................................................      3,846       3,213
    Occupancy .....................................................      1,079         941
    Provision (credit) for losses on real estate owned ............         (4)         19
    Professional fees .............................................        190         180
    Advertising ...................................................        212         202
    Printing, supplies and postage ................................        329         294
    FDIC premiums .................................................        185         178
    Other, net ....................................................        758         657
                                                                      --------    --------
     Total noninterest expense ....................................      6,595       5,684
                                                                      --------    --------

Earnings before income taxes ......................................      7,627       7,679

Income tax expense ................................................      2,821       2,864
                                                                      --------    --------

Net earnings ......................................................   $  4,806    $  4,815
                                                                      ========    ========  

Other comprehensive income, net of tax:
    Unrealized holding loss on securities arising
       during the period ..........................................       (397)        (56)
                                                                      --------    --------

Comprehensive income ..............................................   $  4,409    $  4,759
                                                                      ========    ========  

Earnings per common share .........................................   $   0.31    $   0.31
                                                                      ========    ========  

Earnings per common share, assuming dilution ......................   $   0.29    $   0.30
                                                                      ========    ========  
</TABLE>

                                       -2-
<PAGE>
                  FIRST COLORADO BANCORP, INC. AND SUBSIDIARIES
                 Consolidated Statements of Stockholders' Equity
                  Period from January 1, 1997 to March 31, 1998
        (Activity for the Three Months Ended March 31, 1998 is Unaudited)
                  (Amounts in Thousands, except Share Amounts)
<TABLE>
<CAPTION>
                                                                                                                       
                                   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                   18,426      --        (84)      261      --       --      --       --         --         177
Payment of ESOP liability           --        --       --        --         335     --      --       --         --         335
Employees' vesting in 
  ESOP/MRP/MSBP                     --        --        750      --        --         14    --       --         --         764
Dividends declared 
  ($0.13 per share)                 --        --       --        --        --       --      --       --       (2,188)   (2,188)   
Unrealized loss on 
  securities, net                   --        --       --        --        --       --      (397)    (397)      --        (397)
Net earnings                        --        --       --        --        --       --      --      4,806      4,806     4,806
                                                                                                  -------
Comprehensive income                --        --       --        --        --       --      --      4,409        --        --
                              ----------   ------- --------  --------  --------  -------  ------  =======   --------  --------
Balance, March 31, 1998       16,826,798   $ 2,013 $155,713  $(53,301) $(10,188) $(3,324) $ (612)    --     $122,505  $212,806
                              ==========   ======= ========  ========  ========  =======  ======            ========  ========

</TABLE>

                                  (Continued)
                                      -4-
<PAGE>
                  FIRST COLORADO BANCORP, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                             (Amounts in Thousands)

<TABLE>
<CAPTION>

                                                                                                  For the three months ended
                                                                                                 March 31, 1998 March 31, 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                                 $  27,461       25,778
    Fees and service charges received                                                                   2,122        1,540
    Rental income received                                                                                 49           49
    Proceeds from sale of loans held for sale                                                           7,266        2,425
    Originations of loans held for sale                                                                (8,309)      (1,714)
    Interest paid                                                                                      (3,332)      (3,311)
    Cash paid to suppliers and employees                                                               (5,390)      (5,950)
    Income taxes paid                                                                                    (131)           0
                                                                                                    ---------    ---------

     Net cash provided by operating activities                                                      $  19,736       18,817
                                                                                                    =========    =========

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                                                                     15,000       11,000
    Purchase of investment securities held to maturity                                                (20,833)     (24,340)
    Principal repayments of mortgage-backed and asset-backed securities                                16,541       14,972
    Origination of loans receivable                                                                  (107,244)     (76,130)
    Net increase in customers' lines of credit                                                         (1,618)      (2,518)
    Principal repayments of loans receivable                                                          100,899       52,979
    Proceeds from sales of real estate owned and in judgment                                               42          251
    Proceeds from sale of office properties and equipment                                                  51            6
    Purchase of office properties and equipment                                                           (83)        (433)
    Other, net                                                                                             71           68
                                                                                                    ---------    ---------

     Net cash provided (used) by investing activities                                               $   8,026      (19,145)
                                                                                                    =========      ======= 

</TABLE>

                                  (Continued)
                                      -5-
<PAGE>
                  FIRST COLORADO BANCORP, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                             (Amounts in Thousands)

<TABLE>
<CAPTION>
                                                                            For the three months ended
                                                                           March 31, 1998 March 31, 1997
                                                                           -------------- --------------

<S>                                                                            <C>        <C>  
Cash flows from financing activities:
    Net increase (decrease) in deposits                                        $ (4,846)      7,500
    Proceeds of advances from Federal Home Loan Bank                                  0      69,900
    Repayment of advances from Federal Home Loan Bank                            (2,000)    (65,200)
    Repayment of bonds payable and other borrowings                                (112)       (116)
    Net decrease in advances by borrowers for taxes and insurance                (4,083)     (3,520)
    Purchase of treasury shares                                                       0     (28,067)
    Net proceeds from exercised stock options                                       177         396
    Proceeds from ESOP for repayment of debt                                        335           0
    Dividends paid                                                               (2,185)     (1,637)
    Other, net                                                                   (3,187)     (2,108)
                                                                               --------    --------
     Net cash used by financing activities                                      (15,901)    (22,852)
                                                                               --------    --------
     Net increase (decrease) in cash and cash equivalents                        11,861     (23,180)

Cash and cash equivalents at beginning of period                                 44,657      49,232
                                                                               --------      ------
Cash and cash equivalents at end of period                                     $ 56,518      26,052
                                                                               ========    ========

Reconciliation of net earnings to net cash provided by operating activities:
    Net earnings                                                               $  4,806       4,815
    Adjustments to reconcile net earnings to net cash provided
       by operating activities:
       Amortization of premiums and discounts on investments, net                    69         104
       Gain on sale of investment securities and loans receivable                   (51)        (36)
       Amortization of deferred loan origination fee income                         (27)       (203)
       Deferred loan origination fee income, net of deferred costs                  124          78
       Provision for losses on loans receivable, federal funds sold,
              and real estate owned and in judgment                                 137         219
       Gain on sale of real estate owned, net                                         0         (25)
       Stock dividends from Federal Home Loan Bank                                 (209)       (156)
       Depreciation and amortization                                                484         411
       Decrease in deferred income taxes                                           (216)         (6)
       Interest expense credited to deposit accounts                             11,505      11,132
       Amortization of unearned discounts and deferred income                       (52)        (16)
       Employee vesting in MRP/MSBP                                                 764           0
       Decrease (increase) in loans held for sale                                (1,043)        711
       Increase (decrease) in accrued interest receivable                           148        (666)
       Increase (decrease) in other assets                                          346        (439)
       Increase in current income taxes payable                                   2,906       2,870
       Increase in other liabilities                                                 98         106
       Other, net                                                                   (53)        (82)
                                                                               --------    --------

              Net cash provided by operating activities                        $ 19,736      18,817
                                                                               ========    ========
</TABLE>
                                   (Continued)
                                       -5-



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

<TABLE>
<CAPTION>
                                                                                            For the three months ended
                                                                                         March 31, 1998         March 31, 1997
                                                                                         --------------         --------------
<S>                                                                                          <C>                         <C>
Noncash investing and financing transactions:

   Foreclosure of collateral securing loans, net of reserve                                  $      0                      398
                                                                                             ========                      ===

   Decrease in net unrealized loss on securities
     available for sale, net of tax effect                                                   $   (397)                     (23)
                                                                                             ========                      === 

   Deferred tax effect of change in unrealized loss on
     securities available for sale                                                           $   (246)                     (13)
                                                                                             =========                     === 
</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.  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  March  31,  1998,  the  Consolidated  Statements  of
          Operations  for the three month periods ended March 31, 1998 and 1997,
          the Consolidated Statement of Stockholders' Equity for the three month
          period ended March 31, 1998, and the  Consolidated  Statements of Cash
          Flows for the three month periods ended March 31, 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 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  month  period  ended  March 31,  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  month  period
          ended  March  31,  1998 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 March 18, 1998,  the Company  declared a  13.0(cent)per
          share cash dividend on the Company's  common stock to  shareholders of
          record on April 3, 1998. The cash dividend was paid on April 20, 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 its 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 hav 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 o 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
          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  hav 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, 1998.

     6.   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 twenty  consecutive
          trading day period endin five trading days prior to closing.  Based on
          Commercial  Federal's  closing  price  prior to March 8,  1998,  First
          Colorado shareholders would receive .8807 shares of Commercial Federal
          common stock for each share of First  Colorado  Bancorp,  Inc.  common
          stock.  The  acquisition  is  subject  to  regulatory  approvals,  the
          Company's  and  Commercial  Federal's  shareholder  approval and 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 saving 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 (3.3 million  shares
with a cost of $53.3 million at March 31, 1998).

                                       -9-



<PAGE>
                      COMPARISON OF FINANCIAL CONDITION AT
                      MARCH 31, 1998 AND DECEMBER 31, 1997

The total assets of the Company  increased $3.3 million,  or 2.1%, from $1,556.0
million  at  December  31,  1997 to  $1,559.3  million at March 31,  1998.  This
increase  is  due  primarily  to  an  increase  in  Fed  funds  sold  and  other
interest-earning  assets of $15.7  million,  or 94.3%,  from  $16.7  million  at
December 31, 1997 to $32.4  million at March 31,  1998.  Loans  receivable  also
increased,  from $1,164.6  million at December 31, 1997, to $1,173.4  million at
March 31, 1998, an increase of $8.8 million, or 0.8%. Investment securities also
increased,  from $79.9  million at December 31, 1997,  to $80.6 million at March
31, 1998, an increase of $675,000,  or 0.8%.  Offsetting  these  increases was a
decrease in mortgage-backed securities, from $216.4 million at December 31, 1997
to $199.1 million at March 31, 1998, a decrease of $17.3  million,  or 8.0%. The
decrease in mortgage-backed securities resulted from the Company utilizing those
funds in the  origination of loans  receivable.  In addition,  cash and due from
banks  decreased  from $28.0  million at December  31, 1997 to $24.1  million at
March 31, 1998, a decrease of $3.9 million, or 13.9%.

Non-performing assets remained relatively stable, totaling $2.7 million, or 0.2%
of total assets at March 31, 1998 and at December 31, 1997.

Liabilities  remained  stable,  primarily  due to an  increase  in  the  deposit
portfolio of $6.7 million,  or 0.6%, from $1,182.7 million at December 31, 1997,
to  $1,189.4  million  at March 31,  1998,  which was  offset by a  decrease  in
advances from the Federal Home Loan Bank of $2.0 million,  or 1.6%,  from $122.4
million  at  December  31,  1997,  to $120.4  million at March 31,  1998,  and a
decrease in other  liabilities of $3.1 million,  or 13.1%, from $24.0 million at
December 31, 1997 to $20.9 million at March 31, 1998.

Stockholders'  equity  increased  $3.5  million,  or 1.7%,  primarily due to net
earnings of $4.8 million for the three  months  ended March 31, 1998,  offset by
dividends declared totaling $2.2 million.


                                      -10-



<PAGE>

                     COMPARISON OF OPERATING RESULTS FOR THE
                   THREE MONTHS ENDED MARCH 31, 1998 AND 1997

GENERAL.  Net  earnings  remained  constant at $4.8 million for the three months
ended March 31, 1998 from the three months ended March 31, 1997. This was due to
an increase in noninterest  expense offsetting  increases in net interest income
and noninterest income.

NET INTEREST INCOME. Net interest income increased $446,000, or 3.6%, from $12.2
million during the three months ended March 31, 1997 to $12.7 million during the
three  months  ended March 31,  1998.  This  increase  was  primarily  due to an
increase in total interest  income of $817,000,  or 3.1%, from $26.7 million for
the three  months  ended  March 31, 1997 to $27.5  million for the three  months
ended March 31, 1998. Total interest income primarily increased as the result of
an increase  in interest  income on loan  receivable  from $21.1  million in the
three  months  ended March 31, 1997 to $22.5  million in the three  months ended
March 31,  1998,  due to an increase in the average  portfolio  balance of loans
receivable,  which increased $98.9 million, or 9.2%, to $1,171.8 million for the
three months ended March 31, 1998,  from  $1,072.9  million for the three months
ended March 31,  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 securities (including those available for sale) of $1.0 million,
or 22.7%,  to $3.4 million for the three months ended March 31, 1998,  from $4.4
million for the three months  ended March 31,  1997,  due to the decrease in the
average portfolio balance of $66.1 million,  or 24.1%, to $207.7 million for the
three  months  ended March 31,  1998,  from $273.8  million for the three months
ended  March  31,  1997.  The  decrease  in the  average  portfolio  balance  of
mortgage-backed  securities is due to management's decision to reinvest the cash
flows from these  securities in loans  receivable.  Other  interest  income also
increased as did interest income on investment securities. Other interest income
increased $193,000,  or 214.4%, from $90,000 in the three months ended March 31,
1997 to $283,000 in the three months  ended March 31, 1998,  due to the increase
in the average portfolio balance of $9.6 million, or 70.3%, to $23.3 million for
the three  months  ended March 31, 1998 from $13.7  million for the three months
ended March 31, 1997. Interest income on investment  securities (including those
available for sale)  increased from $1.2 million in the three months ended March
31, 1997 to $1.3 million in the three  months  ended March 31, 1998,  due to the
increase in the average  portfolio  balance of $3.9  million,  or 4.5%, to $91.0
million for the three months ended March 31,  1998,  from $87.1  million for the
three months ended March 31, 1997.

The  increase  in interest  income was offset by an  increase in total  interest
expense of  $371,000,  or 2.6%,  from $14.5  million for the three  months ended
March 31,  1997,  to $14.8  million for the three  months  ended March 31, 1998.
Interest paid on deposits  increased by $433,000,  or 3.5%, to $12.8 million for
the three months ended March 31, 1998,  from $12.4  million for the three months
ended March 31,  1997.  This  increase  was due  primarily to an increase in the
average  balance of the deposits of $47.2 million or 4.1%,  to $1,185.6  million
for the three months ended March 31, 1998,  from $1,138.4  million for the three
months ended March 31, 1997,  offsetting a decrease of three basis points in the
cost of  deposits.  Interest  paid on  borrowed  funds  decreased  slightly,  by
$62,000,  or 3.0% for the three  months  ended March 31,  1998,  compared to the
three months ended March 31, 1997, due to a $4.1 million decrease in the average
balance of Federal  Home Loan Bank  advances  and other  borrowed  money for the
three months  ended March 31, 1998  compared to the three months ended March 31,
1997.

                                      -11-



<PAGE>






PROVISION  FOR LOAN  LOSSES.  In  determining  the  provision  for loan  losses,
management  analyzes,  among other  things,  the Bank's loan  portfolio,  market
conditions and the Bank's market area.  The provision for loan losses  decreased
by $82,000 for the periods under comparison,  from $219,000 for the three months
ended March 31,  1997 to $137,000  for the three  months  ended March 31,  1998.
Management  believes that the allowance for loan losses is adequate at March 31,
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 $331,000,  or 24.8%, from
$1.3  million for the three  months ended March 31, 1997 to $1.7 million for the
three months ended March 31, 1998.  This increase was primarily the result of an
increase in fees and service  charges of  $353,000,  due  primarily to increased
transaction  account activity,  and an increase in the gain on the sale of loans
of  $15,000,  offset by a decrease  of $37,000  in net income  from real  estate
operations.

NONINTEREST EXPENSE. Noninterest expense increased by $911,000, or 16.0% for the
three  months  ended March 31, 1998 as compared to the three  months ended March
31,  1997.  The  increase  was  primarily  due to an  increase  of  $633,000  in
compensation expense accompanied by an increase of $138,000 in occupancy expense
and an increase of $101,000 in other expense. Minor changes in other noninterest
expense categories also contributed to the total increase.

The Bank experienced increased  compensation costs during the three months ended
March  31,  1998,   primarily  due  to  an  increase  of  $230,000  in  employee
compensation resulting from increased staffing (primarily due to the acquisition
of Delta Federal  Savings,  F.S.B.  on September 30, 1997) and to an increase of
$403,000  resulting  from expense  recognized  on benefit plans due to the price
appreciation  of the fair  market  value of  common  stock in those  plans.  The
increase in occupancy  expense was due primarily to an increase in  depreciation
expense of $71,000 (due to technology equipment purchases) and to an increase of
$54,000 in expense for leased office space (due  primarily to a $49,000  expense
of leasehold improvements when changing a branch office location).  The increase
in  other  expense  was  due  to a  general  increase  in  various  general  and
administrative  expenses from the three months ended March 31, 1997 to the three
months ended March 31, 1998.

INCOME TAX  EXPENSE.  Federal and state income  taxes  decreased by $43,000,  or
1.5%,  for the three  months  ended March 31, 1998  compared to the three months
ended March 31, 1997,  due  primarily to the decrease 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 4%. The
Bank's  liquidity  averaged  12.04%  during the month of March,  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 March 31,  1998  amounted  to $32.4
million,  an increase of $15.7  million from  December 31, 1997.  This  increase
reflects  the cash flow  generated  from 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 March 31,  1998  balance  of $120.4
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 Marc 31,  1998,  the Bank had total
outstanding  commitments to fund loan originations or  mortgage-backed  security
purchases of $46.3 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.




                                      -13-



<PAGE>





                   LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

The Bank's capital  requirements and actual capital under OTS regulations are as
follows as of March 31, 1998:

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

      GAAP Capital                 $   201,959                     12.95%
                                       =======

      Tangible Capital:
            Actual                 $   197,069                     12.67%
            Required                    23,323                      1.50
                                        ------                      ----
            Excess                 $   173,746                     11.17%
                                       =======

      Core Capital:
            Actual                 $   201,246                     12.91%
            Required                    62,361                      3.00
                                        ------                      ----
            Excess                 $   138,885                      9.91%
                                       =======

      Risk-based Capital:
            Actual                 $   204,804                     24.43%
            Required                    67,058                      8.00
                                        ------                      ----
            Excess                 $   137,746                     16.43%
                                       =======


                     IMPACT OF INFLATION AND CHANGING PRICES

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















                                      -14-



<PAGE>

                              KEY OPERATING RATIOS



                                                    Three Months Ended
                                                         March 31,
                                                 -------------------------- 
                                                 1998 (1)          1997 (1)
                                                 --------          --------

                                                         (Unaudited)


 Return on average assets...............           1.23%             1.28%
 Return on average equity...............           9.08              9.52
 Net interest spread....................           2.85              2.82
 Net interest margin....................           3.40              3.38
 Noninterest expense to average
   assets...............................           1.69              1.51
Equity to assets (period end)...........          13.65             12.73


<TABLE>
<CAPTION>
                                                                     At March 31,           At December 31,
                                                                        1998                     1997
                                                                    -------------           ---------------

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


<S>                                                                 <C>                      <C>        
Nonperforming loans........................................         $     2,560              $     2,466
Repossessed real estate....................................                 183                      225
                                                                    -----------              -----------
   Total nonperforming assets..............................         $     2,743              $     2,691
                                                                    ===========              ===========

Allowance for loan losses to nonperforming assets..........             176.16%                  175.25%
Nonperforming loans to total loans.........................               0.22%                    0.21%
Nonperforming assets to total assets.......................               0.18%                    0.17%

Book value per share (2)...................................         $    12.65               $    12.45
</TABLE>


--------------
(1)  The ratios for the three-month period are annualized where appropriate.
(2)  The number of shares  outstanding  as of  March 31, 1998  and  December 31,
     1997 was  16,826,798 and  16,808,372,  respectively.  This includes  shares
     purchased by the ESOP.




                                      -15-



<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 March 31, 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 - Not applicable.

Item 5.   Other Information -Not applicable.

Item 6.   Exhibits and Reports on Form 8-K
<TABLE>
<CAPTION>
          (a)   Exhibits
<S>           <C>
               2.1  Reorganization  and Merger  Agreement  Between  Registrant  and  Commercial
                    Federal Corporation dated as of March 9, 1998.*
               2.2  Stock Option Agreement dated as of March 9, 1998.*
               3(i) Articles of Incorporation of First Colorado Bancorp, Inc.**
               3(ii)Bylaws of First  Colorado  Bancorp,  Inc.**
               4.1  Stock Certificate of First Colorado Bancorp, Inc.**
               4.2  Preferred Share Purchase Rights Agreement***
              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  March 9,  1998,  the  Company  filed a
               Current  Report  on Form  8-K  announcing  that the  Company  had
               approved  an   Agreement  of  Merger  and   Reorganization   with
               Commercial  Federal  Corporation  whereby the Company  will merge
               with  Commercial  Federal  Corporation  and each share of Company
               common stock will be exchanged for a certain amount of Commercial
               Federal Corporation common stock in accordance with the Agreement
               of Merger and Reorganization.

---------------------------
*      Incorporated  by reference to the  Registrant's  Current Report on Form 8-K
       filed with the SEC on March 18, 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.
</TABLE>

                                      -16-
<PAGE>






                          FIRST COLORADO BANCORP, INC.


                                   SIGNATURES


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



              First Colorado Bancorp, Inc.   (Registrant)



Date: May 14, 1998                           By:   /s/ Malcolm E. Collier, Jr.
                                                   ---------------------------
                                                       Malcolm E. Collier, Jr.
                                                       Chairman of the Board
                                                       Chief Executive Officer



Date: May 14, 1998                           By:   /s/ Brian L. Johnson
                                                   --------------------
                                                       Brian L. Johnson
                                                       Executive Vice President
                                                       Treasurer






                                      -17-