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 September 30, 1996
 
                                      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                                18,181,077
---------------------------------------           ------------------------------
                 Class                                   Shares Outstanding


<PAGE>


                          FIRST COLORADO BANCORP, INC.

                                      INDEX

                                                                     Page Number

PART I -       CONSOLIDATED FINANCIAL INFORMATION

               Consolidated Statements of Financial Condition
               at September 30, 1996 (unaudited) and
               December 31, 1995                                               1

               Consolidated Statements of Operations for the
               Three and Nine Months Ended September 30,
               1996 and 1995 (unaudited)                                       2

               Consolidated  Statements  of  Stockholders'  Equity for the
               Period from January 1, 1994 to December  31, 1995,  and for
               the Period  from  January  1, 1996 to  September  30,  1996
               (unaudited)                                                     3

               Consolidated Statements of Cash Flows
               for the Nine Months Ended September 30,
               1996 and 1995 (unaudited)                                   4 - 6

               Notes to Consolidated Financial Statements                  7 - 8

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


PART II -      OTHER INFORMATION                                              18

SIGNATURES                                                                    19

EXHIBIT


<PAGE>



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

                                                                                            As of
                                                                        -------------------------------------------
                                                                        September 30, 1996        December 31, 1995
                                                                        ------------------        -----------------
                                                                           (unaudited)

Assets
<S>                                                                      <C>                       <C>   
Cash and due from banks                                                  $      37,357                  27,090
Federal funds sold and other interest-earning assets                             7,296                  86,580
Investment securities:
     Held-to-maturity                                                           76,459                  54,362
     Available-for-sale                                                         11,845                  24,417
Mortgage-backed and other asset-backed securities, net:
     Held-to-maturity                                                          287,224                 302,380
     Available-for-sale                                                          7,739                   8,506
Loans receivable, net                                                        1,037,101                 931,159
Accrued interest receivable                                                      8,596                   7,807
Office properties and equipment, net                                            22,844                  21,760
Federal Home Loan Bank stock                                                     9,400                   8,829
Real estate owned                                                                1,470                   1,647
Core deposit intangible                                                          2,823                   3,018
Other assets                                                                     4,398                   4,738
                                                                         -------------             -----------
     Total assets                                                        $   1,514,552               1,482,293
                                                                         =============             --=========

Liabilities
Deposits                                                                     1,114,706               1,080,289
Advances from Federal Home Loan Bank                                           122,015                 125,670
Other borrowed money                                                             5,102                   5,543
Advances by borrowers for taxes and insurance                                    5,245                   9,348
Accrued/deferred income taxes, net                                               1,840                   4,645
Other liabilities                                                               41,228                  18,080
                                                                         -------------             -----------
     Total liabilities                                                   $   1,290,136               1,243,575

Stockholders' Equity
Common stock,  $0.10 par value  (50,000,000  shares  
     authorized;  20,134,256 and 20,023,337  shares  
     issued at  September  30, 1996 and  December  31, 1995,
     respectively; 19,030,844 and 20,023,337 shares 
     outstanding at September 30, 1996 and
     December 31, 1995, respectively)                                            2,013                   2,002
Additional paid-in capital                                                     150,394                 149,837
Treasury stock (1,103,412 and 0 shares, respectively,
     at cost)                                                                  (15,762)                      0
Unearned ESOP shares                                                           (13,404)                (13,404)
Unearned MRP/MSBP shares                                                        (3,945)                   (182)
Net unrealized gain (loss) on securities available
     for sale (net of tax)                                                         160                     (54)
Retained earnings, partially restricted                                        104,960                 100,519
                                                                         -------------             -----------
     Total stockholders' equity                                                224,416                 238,718
                                                                         -------------             -----------
     Total liabilities and stockholders' equity                          $   1,514,552               1,482,293
                                                                         =============             --=========
</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,      September 30,     September 30,      September 30,
                                                              -------------      -------------     -------------      -------------
                                                                   1996               1995              1996               1995
                                                                   ----               ----              ----               ----

Interest income:
<S>                                                            <C>                     <C>           <C>                   <C>   
    Loans                                                      $    20,025             17,399            58,074            48,927
    Mortgage-backed securities                                       4,796              5,376            14,580            17,361
    Investment securities                                            1,342              1,231             4,137             3,297
    Other                                                              157                 29             1,165                90
                                                               -----------        -----------       -----------        ----------
       Total interest income                                        26,320             24,035            77,956            69,675
                                                               -----------        -----------       -----------        ----------

Interest expense:
    Deposits                                                        12,530             12,378            36,369            35,877
    Borrowed funds                                                   1,987              2,803             6,079             7,839
                                                               -----------        -----------       -----------        ----------
       Total interest expense                                       14,517             15,181            42,448            43,716
                                                               -----------        -----------       -----------        ----------

Net interest income                                                 11,803              8,854            35,508            25,959

Provision (credit) for loan losses                                     218               (131)              525              (698)
                                                               -----------        -----------       -----------        ----------
Net interest income after provision (credit) for loan losses        11,585              8,985            34,983            26,657
                                                               -----------        -----------       -----------        ----------

Noninterest income:
    Fees and service charges                                         1,212              1,067             3,563             3,062
    Gain (loss) on sale of loans, net                                   75                 22               141               (34)
    Loss on sale of mortgage-backed and
       other asset-backed securities, net                               --                (19)               --              (381)
    Net income from real estate operations                              26                136               297             1,184
    Rental income                                                       44                 40               125               127
                                                               -----------        -----------       -----------        ----------
       Total noninterest income                                      1,357              1,246             4,126             3,958
                                                               -----------        -----------       -----------        ----------

Noninterest expense:
    Compensation                                                     3,278              2,712             8,857             7,831
    Occupancy                                                          926                949             2,860             2,707
    Provision (credit) for losses on real estate owned                 (24)                42                 4                13
    Provision (credit) for losses on federal funds sold                 --                 --               (18)              618
    Professional fees                                                  198                195               605               508
    Advertising                                                        234                215               760               616
    Printing, supplies and postage                                     257                266               801               820
    FDIC premiums                                                    7,621                612             8,880             1,782
    Other, net                                                         785                186             2,128               982
                                                               -----------        -----------       -----------        ----------
       Total noninterest expense                                    13,275              5,177            24,877            15,877
                                                               -----------        -----------       -----------        ----------

Earnings before income taxes                                          (333)             5,054            14,232            14,738

Income tax expense (benefit)                                          (161)             1,698             5,140             5,370
                                                               -----------        -----------       -----------        ----------
Net earnings (loss)                                            $      (172)             3,356             9,092             9,368
                                                               ===========        ===========       ===========        ==========
Fully diluted earnings per share                               $     (0.01)                NM              0.48                NM
                                                               ===========                          ===========
Fully diluted shares outstanding                                18,604,427                 NM        19,028,847                NM
                                                               ===========                          ===========
Dividends declared per share                                   $      0.08                 NM             0.235                NM
                                                               ===========                          ===========
</TABLE>

    NM - Not meaningful due to conversion and reorganization  effective December
29, 1995.

                                       -2-


<PAGE>
                  FIRST COLORADO BANCORP, INC. AND SUBSIDIARIES
                 Consolidated Statements of Stockholders' Equity
                Period from January 1, 1994 to September 30, 1996
 (Activity for the Nine Months Ended September 30, 1996 is Unaudited) 
                  (Amounts in Thousands, except Share Amounts)
<TABLE>
<CAPTION>

                                                                                                                                 
                                                                                                                                 
                                                                                                            Common               
                                               Common Stock              Common Stock        Additional     Stock     Unearned   
                                              $1.00 par value           $0.10 par value        Paid-in     Treasury     ESOP     
                                              ---------------           ---------------                                          
                                           Shares        Amount        Shares      Amount      Capital      Shares      Shares   
                                           ------        ------        ------      ------      -------      ------      ------   

<CAPTION>
<S>                                      <C>             <C>         <C>            <C>        <C>       <C>          <C>
Balance, January 1, 1994                  6,269,972      $6,270               -        $  -     10,024         -          (729)  

Exercise of employee stock options           61,650          62               -           -        390         -             -   
Payment of ESOP liability                         -           -               -           -         -          -           283   
Employees' vesting in MRP                         -           -               -           -        200         -             -   
Dividends ($1.80 per share):
   Declared for minority interest                 -           -               -           -         -          -             -   
   Waived by Parent                               -           -               -           -      7,537         -             -   
Net unrealized loss on securities
   available-for-sale                             -           -               -           -         -          -             -   
Net earnings                                    -           -              -            -          -           -           -     
                                          ---------      ------      ----------      ------   --------     --------    -------   
Balance, December 31, 1994                6,331,622       6,332               -           -     18,151         -          (446)  

Exercise of employee stock options           39,515          40               -           -        224         -             -   
Payment of ESOP liability                         -           -               -           -         -          -           446   
Contribution by First Savings Capital,
     M.H.C.                                       -           -               -           -         31         -             -   
Exchange of common stock                 (6,371,137)     (6,372)      6,619,539         662      5,710         -             -   
Common stock issued for cash, net of
   offering costs                                 -           -      12,063,419       1,206    116,414         -             -   
Common stock issued to ESOP for
   note receivable                                -           -       1,340,379         134     13,270         -       (13,404)  
Employees' vesting in MRP                         -           -               -           -        224         -             -   
Dividends declared ($0.88 per share)              -           -               -           -         -          -             -   
Reversal of dividends previously
  waived by First Savings Capital, M.H.C.         -           -               -           -     (4,187)        -             -   
Change in net unrealized loss on
  securities available-for-sale                   -           -               -           -          -         -             -   
Net earnings                                      -           -              -            -          -         -             -   
                                          ---------      ------      ----------      ------   --------     --------    -------   
Balance, December 31, 1995                        -           -      20,023,337       2,002    149,837         -       (13,404)  

Exercise of employee stock options                -           -         110,919          11        233            4          -   
Additional offering costs on common
  stock issued for cash                           -           -               -           -       (174)        -             -   
Common stock purchased by MSBP                    -           -               -           -         -          -             -   
Employees' vesting in MRP                         -           -               -           -        498         -             -   
Purchase of Treasury stock
  (1,103,412 shares)                              -           -               -           -         -       (15,766)         -   
Dividends declared ($0.235 per share)             -           -               -           -         -          -             -   
Change in net unrealized gain (loss)
  on securities available-for-sale                -           -               -           -         -          -             -   
     
Net earnings                                      -           -               -           -         -          -             -   
                                          ---------      ------      ----------      ------   --------     --------    -------   
Balance, September 30, 1996                       -      $    -      20,134,256      $2,013    150,394      (15,762)   (13,404)  
                                          =========      ======      ==========      ======   ========     ========    =======   
</TABLE>


























<TABLE>
<CAPTION>



                                                            Net
                                                         Unrealized
                                               MRP/     Gain (Loss)
                                               MSBP          on
                                              Contra     Securities    Retained
                                                         Available             
                                              Account     For Sale     Earnings        Total
                                              -------     --------     --------        -----

<S>                                           <C>          <C>          <C>           <C>
Balance, January 1, 1994                         (328)          -        83,453        98,690

Exercise of employee stock options                  -           -             -           452
Payment of ESOP liability                           -           -             -           283
Employees' vesting in MRP                          70           -             -           270
Dividends ($1.80 per share):
   Declared for minority interest                   -           -        (3,857)       (3,857)
   Waived by Parent                                 -           -        (7,537)            -
Net unrealized loss on securities
   available-for-sale                               -      (1,370)            -        (1,370)
Net earnings                                        -           -        13,546        13,546
                                              -------      --------    --------      --------
Balance, December 31, 1994                       (258)     (1,370)       85,605       108,014

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

Exercise of employee stock options                  -           -            (3)          245
Additional offering costs on common
  stock issued for cash                             -           -             -          (174)
Common stock purchased by MSBP                 (3,850)          -             -        (3,850)
Employees' vesting in MRP                          87           -             -           585
Purchase of Treasury stock
  (1,103,412 shares)                                -           -             -       (15,766)
Dividends declared ($0.235 per share)               -           -        (4,648)       (4,648)
Change in net unrealized gain (loss)
  on securities available-for-sale                  -         214             -           214
     
Net earnings                                        -           -         9,092         9,092
                                              -------      ------      --------      --------
Balance, September 30, 1996                    (3,945)        160       104,960       224,416
                                              =======      ======      ========      ========
</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, 1996       September 30, 1995
                                                                                        ------------------       ------------------

Cash flows from operating activities:
    Interest and dividends from loans receivable, mortgage-backed
<S>                                                                                           <C>                       <C>   
       and other asset-backed securities, and investment securities                           $    76,799                 67,856
    Fees and service charges received                                                               4,903                  4,014
    Rental income received                                                                            125                    127
    Proceeds from sale of loans held for sale                                                      27,980                  3,367
    Originations of loans held for sale                                                           (27,829)                (4,308)
    Interest paid                                                                                  (9,790)               (11,515)
    Cash paid to suppliers and employees                                                          (17,416)               (15,085)
    Income taxes paid                                                                              (8,077)                (3,070)
                                                                                              -----------             ----------
       Net cash provided by operating activities                                              $    46,695                 41,386
                                                                                              ===========             ==========

Cash flows from investing activities:
    Proceeds from sales of investment and mortgage-backed
       securities available for sale                                                          $         0                 24,469
    Proceeds from maturities of investment and mortgage-backed
       securities available for sale                                                               11,000                  6,000
    Proceeds from maturities of investment and mortgage-backed
       securities held to maturity                                                                 61,700                 29,500
    Purchase of investment securities available for sale                                                0                 (2,027)
    Purchase of investment securities held to maturity                                            (81,965)               (47,878)
    Principal repayments of mortgage-backed and asset-backed securities                            50,267                 51,756
    Purchase of mortgage-backed and other asset-backed securities
       held to maturity                                                                           (35,066)                     0
    Origination of loans receivable                                                              (275,697)              (260,757)
    Principal repayments of loans receivable                                                      169,008                123,521
    Purchase of loans receivable                                                                        0                (17,932)
    Purchase of Federal Home Loan Bank Stock                                                         (136)                  (941)
    Proceeds from sales of real estate owned and in judgment                                          812                  3,240
    Proceeds from sale of office properties and equipment                                               3                     77
    Purchase of office properties and equipment                                                    (2,431)                (2,941)
    Proceeds from sale of real estate held for investment and development                             344                    191
    Other, net                                                                                        226                    256
                                                                                              -----------             ----------
       Net cash used by investing activities                                                  $  (101,935)               (93,466)
                                                                                              ===========             ==========
</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, 1996       September 30, 1995
                                                                                         ------------------       ------------------

Cash flows from financing activities:
<S>                                                                                           <C>                       <C>   
    Net increase in deposits                                                                  $    1,777                    40,902
    Proceeds of advances from Federal Home Loan Bank                                              56,700                   335,200
    Repayment of advances from Federal Home Loan Bank                                            (60,355)                 (317,578)
    Repayment of bonds payable and other borrowings                                                 (456)                     (543)
    Net decrease in advances by borrowers for taxes
       and insurance                                                                              (4,103)                   (1,417)
    Cash paid for stock offering and conversion costs                                             (2,135)                        0
    Net proceeds from exercised stock options                                                         54                       494
    Proceeds from ESOP for repayment of debt                                                           0                       121
    Purchase of shares for MSBP                                                                   (3,251)                        0
    Purchase of Treasury shares                                                                  (15,766)                        0
    Dividends paid                                                                                (3,596)                   (1,381)
    Other, net                                                                                    17,354                    (5,110)
                                                                                              ----------               -----------
       Net cash provided (used) by financing activities                                          (13,777)                   50,688
                                                                                              ----------               -----------
       Net decrease in cash and cash equivalents                                                 (69,017)                   (1,392)

Cash and cash equivalents at beginning of year                                                   113,670                    30,239

Cash and cash equivalents at end of year                                                      $   44,653                    28,847
                                                                                              ==========               ===========

Reconciliation of net earnings to net cash provided by operating activities:
    Net earnings                                                                              $    9,092                     9,368
    Adjustments to reconcile net earnings to net cash provided
       by operating activities:
          Amortization of premiums and discounts on investments, net                                 787                        77
          Loss (gain) on sale of investment securities and loans receivable                         (141)                       34
          Loss on sale of mortgage-backed and other asset-backed securities                            0                       381
          Amortization of deferred loan origination fee income                                      (563)                     (592)
          Deferred loan origination fee income, net of deferred costs                                277                       128
          Provision (credit) for losses on loans receivable, federal funds
              sold, and real estate owned and in judgment                                            529                       (28)
          Gain on sale of real estate owned, net                                                    (141)                     (972)
          Gain on sale of real estate held for investment and development                            (24)                     (173)
          Stock dividends from Federal Home Loan Bank                                               (435)                        0
          Depreciation and amortization                                                            1,366                     1,201
          Increase (decrease) in deferred income taxes                                               (88)                    1,960
          Interest expense credited to deposit accounts                                           32,640                    32,189
          Amortization of unearned discounts and deferred income                                    (157)                      (98)
          Decrease (increase) in loans held for sale                                                 151                      (941)
          Increase in accrued interest receivable                                                   (789)                   (1,206)
          Increase in other assets                                                                   (10)                     (314)
          Increase (decrease) in current income taxes payable                                     (2,849)                      340
          Decrease (increase) in other liabilities                                                    37                       (16)
          FDIC/SAIF assessment payable                                                             7,000                         0
          Other, net                                                                                  13                        48
                                                                                              ----------               -----------
              Net cash provided by operating activities                                       $   46,695                    41,386
                                                                                              ==========               ===========
</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, 1996       September 30, 1995
                                                                                    ------------------       ------------------

Noncash investing and financing transactions:

   Decrease in net unrealized loss on securities
<S>                                                                                          <C>                       <C>    
     available for sale, net of tax effect                                                   $  (214)                  (1,309)
                                                                                              ======                 ========
   Deferred tax effect of change in unrealized loss on
     securities available for sale                                                           $  (132)                    (811)
                                                                                              =======                ========
</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.  The  Company  is  currently  engaged  in no
     significant business activity other than its ownership of the Bank's common
     stock.

2.   Basis of Presentation - The Consolidated  Statements of Financial Condition
     as of September 30, 1996, the Consolidated Statements of Operations for the
     three and nine  month  periods  ended  September  30,  1996 and  1995,  the
     Consolidated  Statements of Stockholders'  Equity for the nine month period
     ended September 30, 1996, and the Consolidated Statements of Cash Flows for
     the nine  month  periods  ended  September  30,  1996 and  1995,  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, 1995 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, 1996 are not  necessarily  indicative  of the results
     which may be expected for the entire year or for any other period.

3.   Earnings  per Share -  Earnings  per  share  for the  three and nine  month
     periods  ended  September  30, 1996 was  calculated  based on the number of
     fully  diluted  shares at period end.  Stock options are regarded as common
     stock equivalents computed using the Treasury Stock method. Shares acquired
     by the  Employee  Stock  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.

     Earnings per share for the three and nine month periods ended September 30,
     1995 was not meaningful due to the conversion and reorganization  effective
     December 29, 1995.

     See Exhibit 11.

4.   Dividends - On September  18, 1996,  the Company  declared an 8.0(cent) per
     share cash dividend on the Company's common stock to shareholders of record
     on September 30, 1996. The cash dividend was paid on October 18, 1996.

                                       -7-

<PAGE>

5.   Recent  Accounting  Pronouncements  - Effective  January 1, 1995,  the Bank
     adopted  FASB  Statement  of  Financial   Accounting  Standards  Nos.  114,
     "Accounting by Creditors for Impairment of a Loan" and 118,  "Accounting by
     Creditors for Impairment of a Loan - Income  Recognition and  Disclosures."
     The   provisions  of  these   statements   are  applicable  to  all  loans,
     uncollateralized  as well as  collateralized,  except  for large  groups of
     smaller-balance  homogeneous  loans  that are  collectively  evaluated  for
     impairment  and loans  that are  measured  at fair value or at the lower of
     cost or fair value.  Additionally,  such provisions apply to all loans that
     are renegotiated in troubled debt  restructurings  involving a modification
     of terms.

     Statement  No. 114 requires that  impaired  loans be measured  based on the
     present  value of  expected  future  cash  flows  discounted  at the loan's
     effective  interest  rate  or,  as a  practical  expedient,  at the  loan's
     observable  market price or the fair value of the collateral if the loan is
     collateral dependent,  except that loans renegotiated as part of a troubled
     debt restructuring subsequent to the adoption of Statement Nos. 114 and 118
     must be measured for impairment by discounting the total expected cash flow
     under the  renegotiated  terms at each loan's original  effective  interest
     rate.

     A loan evaluated for impairment  pursuant to Statement No. 114 is deemed to
     be impaired when, based on current  information and events,  it is probable
     that the Bank will be unable to collect all amounts  due  according  to the
     contractual  terms of the loan agreement.  An insignificant  payment delay,
     which is defined by the Bank as up to ninety days, will not cause a loan to
     be  classified  as impaired.  A loan is not  impaired  during the period of
     delay in payment if the Bank expects to collect all amounts due,  including
     interest accrued at the contractual  interest rate for the period of delay.
     Thus,  a demand loan or other loan with no stated  maturity is not impaired
     if the Bank expects to collect all amounts due,  including interest accrued
     at  the  contractual   interest  rate,   during  the  period  the  loan  is
     outstanding.  All loans identified as impaired are evaluated independently.
     The Bank does not aggregate such loans for evaluation purposes.

     The adoption of Statement Nos. 114 and 118 did not have a material  adverse
     impact on the Company's financial condition or operations.

     Effective  January 1, 1996, the Company  adopted SFAS No. 121,  "Accounting
     for the  Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be
     Disposed Of". This statement  requires that  long-lived  assets and certain
     identifiable  intangibles  to be held and used by an entity be reviewed for
     impairment  whenever events or changes in  circumstances  indicate that the
     carrying  amount  of an  asset  may not be  recoverable.  Adoption  of this
     statement has not had a significant  effect on the  consolidated  financial
     statements.

     Effective  January 1, 1996, the Company  adopted SFAS No. 122,  "Accounting
     for Mortgage  Servicing  Rights".  This statement  requires that a mortgage
     banking enterprise  recognize as separate assets rights to service mortgage
     loans for others, regardless of how those servicing rights are acquired. An
     entity  that sells or  securitizes  mortgage  loans with  servicing  rights
     retained  should  allocate  the  total  cost of the  mortgage  loans to the
     mortgage  servicing  rights and the loans  (without the mortgage  servicing
     rights) based on their relative fair values. As of June 30, 1996,  adoption
     of this  statement  has not had a  significant  effect on the  consolidated
     financial statements.

     SFAS No. 123, "Accounting for Stock-Based Compensation",  was issued by the
     FASB in October 1995. It  establishes  financial  accounting  and reporting
     standards  for  stock-based   employee   compensation   plans  as  well  as
     transactions  in which an entity issues its equity  instruments  to acquire
     goods or services from  non-employees.  This statement defines a fair value
     based  method of  accounting  for employee  stock option or similar  equity
     instrument.  However,  it also  allows  an entity to  continue  to  measure
     compensation  cost for its  employee  stock  compensation  plans  using the
     intrinsic  value based method of  accounting  prescribed by APB Opinion No.
     25, "Accounting for Stock Issued to Employees". Entities electing to remain
     with the  accounting in APB Opinion No. 25 must make pro forma  disclosures
     of net  earnings  and  earnings per share as if the fair value based method
     accounting  defined  by SFAS No.  123 had  been  applied.  SFAS No.  123 is
     applicable to fiscal year 1996.  The Company does not  currently  expect to
     adopt the accounting  prescribed by SFAS No. 123; however, the Company will
     include the  disclosures  required  by SFAS No. 123 in future  consolidated
     financial statements.

                                       -8-
<PAGE>

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

First Colorado Bancorp, Inc. (the "Company") is a Colorado corporation organized
in  September  1995 at the  direction  of the  Board of  Directors  of the First
Federal Bank of Colorado  (the "Bank") to  facilitate  the  conversion  of First
Savings Capital,  M.H.C. (the "Mutual Holding Company") from the mutual to stock
form of ownership  and to acquire and hold all of the capital  stock of the Bank
(collectively,  the "Conversion and Reorganization").  Prior to the consummation
of the  Conversion  and  Reorganization,  the  Mutual  Holding  Company  was the
majority  stockholder  of the Bank and upon  consummation  of the Conversion and
Reorganization,  the Mutual  Holding  Company was merged with and into the Bank.
The Company acquired the Bank as a wholly owned subsidiary upon the consummation
of the Conversion and  Reorganization  on December 29, 1995. In connection  with
the Conversion and  Reorganization,  the Company sold  13,403,798  shares of its
common stock to the public in an initial  public  offering and issued  6,619,539
shares in exchange for the outstanding  shares of the Bank held by persons other
than the  Mutual  Holding  Company.  Stockholders'  equity  increased  by $117.5
million as a result of the Conversion and Reorganization.

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  $13.4  million  loan to the Bank's
Employee Stock  Ownership Plan ("ESOP") and the portion of the net proceeds from
the Offerings  retained by the Company,  which are currently invested in a $34.8
million  loan to the Bank and in  deposits  in the Bank.  The  Company  has also
established  a small  equity  position  in  other  financial  institutions.  All
intercompany  accounts  have  been  eliminated  in  the  Company's  consolidated
financial statements.

Since the Conversion and  Reorganization was completed on December 29, 1995, the
consolidated  results of  operations  for the three and nine month periods ended
September  30,  1996 are for the  Company  while  the  consolidated  results  of
operations for the three and nine month periods ended September 30, 1995 are for
the Bank.  Any  references to the  consolidated  results of operations  will, by
definition, incorporate that distinction.

                                       -9-
<PAGE>

                      COMPARISON OF FINANCIAL CONDITION AT
                    SEPTEMBER 30, 1996 AND DECEMBER 31, 1995

The total assets of the Company increased $32.3 million,  or 2.2%, from $1,482.3
million at December  31, 1995 to $1,514.6  million at September  30, 1996.  This
increase is due primarily to an increase in loans  receivable of $105.9 million,
or 11.4%.  Investment securities also increased,  from $78.8 million at December
31, 1995,  to $88.3  million at September 30, 1996, an increase of $9.5 million,
or 12.1%, as a result of the Company's  decision to utilize some of the offering
proceeds to increase its investment  portfolio.  The funding for these increases
came  primarily  from Fed funds sold and other  interest-earning  assets,  which
decreased  $79.3 million,  or 91.6%,  from $86.6 million at December 31, 1995 to
$7.3  million at  September  30, 1996.  Mortgage-backed  and other  asset-backed
securities  also  decreased,  from $310.9 million at December 31, 1995 to $295.0
million at September 30, 1996, a decrease of $15.9 million, or 5.1%.

As of September 30, 1996, non-performing assets totaled $3.3 million, or 0.2% of
total  assets,  as  compared  to $4.0  million,  or 0.3% of total  assets  as of
December 31, 1995.

The increase in liabilities  primarily occurred in the deposit portfolio,  which
increased $34.4 million, or 3.2%, from $1,080.3 million at December 31, 1995, to
$1,114.7  million at September  30, 1996.  Total  advances from the Federal Home
Loan Bank decreased by $3.7 million, or 2.9%, from $125.7 million as of December
31, 1995, to $122.0 million as of September 30, 1996.

Stockholders'  equity  decreased  $14.3 million,  or 6.0%,  primarily due to net
earnings of $9.1 million for the nine months  ended  September  30, 1996,  being
more than offset by dividends  declared  totaling $4.6 million,  Treasury  Stock
purchases  totaling  $15.8 million,  and  Management  Stock Bonus Plan purchases
totaling $3.8 million.

                                      -10-


<PAGE>
                     COMPARISON OF OPERATING RESULTS FOR THE
                 THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

GENERAL.  Net earnings for the three months ended  September 30, 1996  decreased
$3.5  million,  or 105.1%,  to a $172,000  loss from a $3.4 million gain for the
three months ended  September  30, 1995.  The decrease was  primarily  due to an
increase 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. As a result of the SAIF recapitalization,
the Bank  believes  the SAIF premium it will pay in future years will be reduced
significantly from its current assessment,  which will have a positive effect on
future earnings. That increase in noninterest expense was partially offset by an
increase  in net  interest  income,  as the  proceeds  from the  conversion  and
reorganization of the Company increased the average balance of  interest-earning
assets.

NET INTEREST INCOME. Net interest income increased $2.9 million,  or 33.3%, from
$8.9 million  during the three months ended  September 30, 1995 to $11.8 million
during the three months ended  September  30, 1996.  This increase was primarily
due to an increase in total interest income of $2.3 million, or 9.5%, from $24.0
million for the three months ended  September  30, 1995 to $26.3 million for the
three months ended September 30, 1996. This increase was primarily the result of
an increase in interest  income on loans  receivable  from $17.4  million in the
three months ended September 30, 1995 to $20.0 million in the three months ended
September 30, 1996, due to an increase of 18 basis points in the interest earned
on loans receivable and to an increase in the average portfolio balance of loans
receivable,  which increased  $113.0 million,  or 12.5%, to $1,017.6 million for
the three months ended  September  30, 1996,  from $904.6  million for the three
months ended September 30, 1995. 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)  also  increased,  from $1.2
million in the three  months  ended  September  30, 1995 to $1.3  million in the
three  months  ended  September  30,  1996,  due to the  increase in the average
portfolio  balance of $14.5  million,  or 17.3%,  to $98.2 million for the three
months ended  September 30, 1996,  from $83.7 million for the three months ended
September 30, 1995. The increase in the average investment portfolio balance was
primarily due to the investment of proceeds from the Offering.  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  $580,000,  or  10.8%,  to $4.8  million  for the  three  months  ended
September 30, 1996,  from $5.4 million for the three months ended  September 30,
1995, due to the decrease in the average portfolio balance of $36.2 million,  or
10.7%,  to $303.4  million for the three months ended  September 30, 1996,  from
$339.6  million for the three months ended  September 30, 1995.  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 a decrease in total  interest
expense of  $664,000,  or 4.4%,  from $15.2  million for the three  months ended
September 30, 1995,  to $14.5  million for the three months ended  September 30,
1996.  Interest paid on deposits increased  slightly,  by $152,000,  or 1.2%, to
$12.5 million for the three months ended  September 30, 1996, from $12.4 million
for the three months ended  September 30, 1995.  This increase was due primarily
to an increase in the average balance of the deposits of $24.6 million, or 2.3%,
to $1,107.8 million for the three months ended September 30, 1996, from $1,083.2
million for the three months ended September 30, 1995,  offsetting a decrease of
five basis points in the cost of deposits.  The relatively flat cost of deposits
for the two periods under comparison was primarily due to the use of the deposit
portfolio as a source of funds being  de-emphasized in 1996 due to the available
proceeds  from the  Offering.  Interest  paid on borrowed  funds  decreased,  by
$816,000,  or 29.1%,  to $2.0 million for the three months ended  September  30,
1996,  from $2.8 million for the three months ended September 30, 1995, due to a
decrease in the average  balance of Federal  Home Loan Bank  advances  and other
borrowed  money of $48.9  million,  or 28.4%,  to $123.1  million  for the three
months ended  September 30, 1996, from $172.0 million for the three months ended
September 30, 1995. This decrease  reflects the use of a portion of the proceeds
from the Offering to repay borrowings.

                                      -11-


<PAGE>




PROVISION  (CREDIT) FOR LOSSES ON LOANS. In determining the provision for losses
on loans,  management  analyzes,  among other things, the Bank's loan portfolio,
market conditions and the Bank's market area. The provision  (credit) for losses
on loans increased by $349,000 for the periods under  comparison,  from a credit
of $131,000  for the three  months  ended  September  30, 1995 to a provision of
$218,000 for the three months ended September 30, 1996. The credit for the three
months ended  September 30, 1995 was due  primarily to the  continued  favorable
market  conditions  in the Colorado  real estate  market.  The provision for the
three months ended September 30, 1996 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, 1996.
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 $111,000, or 8.9%, from $1.2
million for the three  months ended  September  30, 1995 to $1.3 million for the
three months ended September 30, 1996. This increase was primarily the result of
an increase in fees and service  charges of $145,000 and an increase in the gain
on the sale of loans of  $53,000,  offset by an increase in the loss on the sale
of mortgage-backed  and other asset-backed  securities of $19,000 and a decrease
of $110,000 in net income from real estate operations.

NONINTEREST  EXPENSE.  Noninterest  expense increased by $8.1 million, or 156.4%
for the three  months ended  September  30, 1996 as compared to the three months
ended  September 30, 1995. The majority of the increase  related to the one-time
special SAIF  assessment  expense of $7.0  million,  causing the FDIC premium to
increase  by $7.0  million  for the three  months  ended  September  30, 1996 as
compared to the three months ended September 30, 1995. The other major increases
were comprised of $599,000 in the other, net,  noninterest  expense category and
of $566,000 in compensation expense.  Minor changes in other noninterest expense
categories also contributed to the total increase.

During the three months ended September 30, 1995, the Bank  recognized  $346,000
income  in  partial  settlement  of  an  IRS  audit  and  a  $79,000  refund  of
overpayments as an offset to other, net, noninterest  expense,  which represents
the majority of the $599,000 total increase in other, net,  noninterest  expense
for the three month  periods  ending  September  30, 1996 and 1995.  Other,  net
noninterest  expense  increases  occurred in consumer loan fee expense ($65,000)
and in  debit/credit  card and ATM  expense  ($47,000).  In  addition,  the Bank
experienced increased compensation costs during the three months ended September
30,  1996,  primarily  due to an increase  of $271,000 in employee  compensation
resulting from increased  staffing and to an increase of $258,000 resulting from
expense  recognized on benefit plans (including the purchase of 1,340,379 shares
of common stock of the Company by the ESOP in connection with the Conversion and
Reorganization) due to the price appreciation of the fair market value of common
stock in those plans. The ESOP purchased its shares with a 10 year loan from the
Company.  Shares are expensed as they are released. Also in the third quarter of
1996,  the  Company  experienced  additional  compensation  expense  due  to the
adoption by  shareholders  of a  Management  Stock Bonus Plan  ("MSBP")  whereby
various officers and directors of the Bank will be granted restricted stock over
a five-year period. The MSBP purchased shares of Common Stock of the Company for
the plan in open market purchases. Such purchased shares will be expensed over a
five year period beginning July 24, 1997 at fair market value.

INCOME TAX EXPENSE. Federal and state income taxes decreased by $1.9 million, or
109.5%,  for the three months  ended  September  30, 1996  compared to the three
months  ended  September  30,  1995,  due  primarily to the decrease in earnings
before income taxes.

                                      -12-


<PAGE>




                     COMPARISON OF OPERATING RESULTS FOR THE
                  NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

GENERAL.  Net earnings for the nine months ended  September  30, 1996  decreased
$276,000,  or 2.9%,  to $9.1 million from $9.4 million for the nine months ended
September  30,  1995.  The  decrease  was  primarily  due to an  increase in net
interest  income  being  more than  offset  by an  increase  in net  noninterest
expense.  The  substantial  increase in net  interest  income can be  attributed
primarily to the increase in capital,  as the proceeds from the  conversion  and
reorganization of the Company increased the average balance of  interest-earning
assets,  while  the  increase  in net  noninterest  expense  can  be  attributed
primarily to the one-time SAIF special assessment discussed previously.

NET INTEREST INCOME. Net interest income increased $9.5 million,  or 36.8%, from
$26.0 million  during the nine months ended  September 30, 1995 to $35.5 million
during the nine months ended September 30, 1996. This increase was primarily due
to an increase in total interest  income of $8.3 million,  or 11.9%,  from $69.7
million for the nine months ended  September  30, 1995 to $78.0  million for the
nine months ended  September 30, 1996. This increase was primarily the result of
an increase in interest  income on loans  receivable  from $48.9  million in the
nine months ended  September  30, 1995 to $58.1 million in the nine months ended
September 30, 1996, due to a 25 basis point increase in the interest rate earned
on loans receivable and to an increase in the average portfolio balance of loans
receivable,  which increased $127.7 million, or 15.0%, to $981.1 million for the
nine months ended  September 30, 1996,  from $853.4  million for the nine months
ended September 30, 1995. 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) also  increased,  from $3.3 million in the
nine months  ended  September  30, 1995 to $4.1 million in the nine months ended
September  30,  1996,  due to the increase in the average  portfolio  balance of
$21.4 million,  or 27.2%,  to $99.9 million for the nine months ended  September
30, 1996,  from $78.5 million for the nine months ended  September 30, 1995. The
increase in the average  investment  portfolio  balance was primarily due to the
investment  of proceeds from the offering.  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 $2.8
million,  or 16.0%,  to $14.6  million for the nine months ended  September  30,
1996,  from $17.4 million for the nine months ended  September 30, 1995,  due to
the decrease in the average  portfolio  balance of $50.3 million,  or 13.9%,  to
$312.2 million for the nine months ended September 30, 1996, from $362.5 million
for the nine  months  ended  September  30,  1995.  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.

The increase in interest  income was combined with a decrease in total  interest
expense of $1.3 million,  or 2.9%,  from $43.7 million for the nine months ended
September  30, 1995,  to $42.4  million for the nine months ended  September 30,
1996.  Interest paid on deposits increased  $492,000,  or 1.4%, to $36.4 million
for the nine months ended  September  30, 1996,  from $35.9 million for the nine
months ended September 30, 1995. This increase was primarily due to the increase
in the average  balance of the deposits of $30.4  million,  or 2.9%, to $1,093.2
million for the nine months ended September 30, 1996, from $1,062.8  million for
the nine months ended  September  30,  1995,  offsetting a decrease of six basis
points in the cost of deposits.  This  increase in interest paid on deposits was
offset by a decrease in  interest  paid on borrowed  funds of $1.7  million,  or
22.5%,  to $6.1 million for the nine months ended  September 30, 1996, from $7.8
million for the nine months ended  September 30, 1995,  due to a decrease in the
average  balance of Federal Home Loan Bank advances and other  borrowed money of
$34.5 million,  or 21.5%,  to $125.6 million for the nine months ended September
30, 1996, from $160.1 million for the nine months ended September 30, 1995. This
decrease  reflects  the use of a portion of the  proceeds  from the  Offering to
repay borrowings.

                                      -13-


<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  increased by $1.2  million for the periods  under  comparison,  from a
credit of $698,000 for the nine months ended  September  30, 1995 to a provision
of $525,000 for the nine months  ended  September  30, 1996.  The credit for the
nine months ended  September 30, 1995 was due primarily to the favorable  market
conditions in the Colorado real estate market,  resulting in the historical loss
factors  used for the general loss  provision  being  adjusted  downward and the
excess reserve being  recognized as a credit for losses on loans.  The provision
for the nine months ended September 30, 1996 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, 1996.  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 $168,000, or 4.2%, from $4.0
million for the nine months  ended  September  30, 1995 to $4.1  million for the
nine months ended  September 30, 1996. This increase was primarily the result of
a decrease  in the loss on the sale of  mortgage-backed  and other  asset-backed
securities   of  $381,000,   primarily   due  to  sales  of   available-for-sale
mortgage-backed securities in the first quarter of 1995 that resulted in a loss,
and an increase in fees and service charges of $501,000, offset by a decrease in
net income from real estate operations of $887,000, primarily due to a profit on
the sale of real  estate  owned in the  first  quarter  of 1995.  There  were no
comparable sales of  mortgage-backed  securities or real estate owned during the
nine months ended September 30, 1996.

NONINTEREST EXPENSE. Noninterest expense increased by $9.0 million, or 56.7% for
the nine months  ended  September  30, 1996 as compared to the nine months ended
September 30, 1995. The majority of the increase related to the one-time special
SAIF assessment expense of $7.0 million, causing the FDIC premium to increase by
$7.1  million for the nine months  ended  September  30, 1996 as compared to the
nine months ended September 30, 1995. The other major increases  occurred in the
other,  net,  noninterest  expense  category ($1.1 million) and in  compensation
expense ($1.0 million).  Additional  increases in occupancy expense of $153,000,
in advertising  expense of $144,000,  and in professional  fees of $97,000,  due
primarily  to  stockholder  related  matters,  were  offset by the  decrease  of
$636,000 in the  provision for losses on federal funds sold to contribute to the
net increase in noninterest expense.

During the nine months ended  September 30, 1995, the Bank  recognized  $809,000
income in  settlement  of an IRS audit as an offset to other,  net,  noninterest
expense,  which  represents  the majority of the $1.1 million total  increase in
other, net,  noninterest expense for the nine month periods ending September 30,
1996 and 1995. In addition,  the Bank experienced  increased  compensation costs
during the nine months ended September 30, 1996, primarily due to an increase of
$502,000 in employee  compensation,  resulting from increased staffing, and from
an increase of $491,000  related to compensation  expense  recognized on benefit
plans (including the purchase of 1,340,379 shares of common stock of the Company
by the ESOP in connection  with the  Conversion and  Reorganization)  due to the
price  appreciation of the fair market value of common stock of the Company held
by such  plans.  The ESOP  purchased  its  shares  with a 10 year  loan from the
Company. Shares are expensed as they are released. In the third quarter of 1996,
the  Company  began  experiencing  additional  compensation  expense  due to the
adoption by  shareholders  of a  Management  Stock Bonus Plan  ("MSBP")  whereby
various officers and directors of the Bank will be granted restricted stock over
a five-year period. The MSBP purchased shares of Common Stock of the Company for
the plan in open market purchases. Such purchased shares will be expensed over a
five year period  beginning July 24, 1997 at fair market value.  Occupancy costs
increased  primarily due to depreciation  and other office  expenses  associated
with the three new  offices  opened in 1995 and  1996.  Those new  offices  also
contributed to the increase in employee compensation mentioned above.

                                      -14-
<PAGE>

The  provision for losses on federal funds sold booked in 1995 resulted when the
Superintendent of Banks of the State of New York took possession of the business
and property of Nationar,  a New  York-chartered  trust company.  The Bank wrote
down its $1.0  million  federal  funds sold to Nationar to $382,500  and filed a
proof of claim for the  monies  due.  A partial  payment  on the claim  totaling
$400,000 was received in June, 1996 and resulted in a recovery of $18,000 in the
second quarter of 1996.  Further claim payments are  anticipated,  however,  the
Bank cannot predict the amount or the timing of any such payments.

INCOME TAX EXPENSE.  Federal and state income  taxes  decreased by $230,000,  or
4.3%,  for the nine months ended  September 30, 1996 compared to the nine months
ended  September  30, 1995,  due  primarily  to the decrease in earnings  before
income taxes.

                         LIQUIDITY AND CAPITAL RESOURCES

The Bank is required to maintain a minimum  level of liquid assets as defined by
the Office of Thrift Supervision (OTS) regulations. This requirement,  which may
be varied  from time to time  depending  upon  economic  conditions  and deposit
flows,  is based upon a percentage of deposits and  short-term  borrowings.  The
required ratio is currently 5%. The Bank's  liquidity  averaged 10.6% during the
month of September,  1996. 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, 1996 amounted to $7.3
million,  a decrease of $79.3  million from  December 31,  1995.  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, 1996 balance of $122.0
million of Federal  Home Loan Bank  advances  compared  to $125.7  million as of
December 31, 1995. 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, 1996,  the Bank had total
outstanding  commitments to fund loan originations or  mortgage-backed  security
purchases of $33.5 million.

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

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

                                      -15-


<PAGE>





                   LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

The Bank's capital  requirements and actual capital under OTS regulations are as
follows as of September 30, 1996:

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

      GAAP Capital                             $   177,488            11.70%
                                                 =========

      Tangible Capital:
            Actual                             $   172,281            11.40%
            Required                                22,666             1.50
                                                 ---------             ----
            Excess                             $   149,615             9.90%
                                                 =========

      Core Capital:
            Actual                             $   175,104            11.57%
            Required                                45,416             3.00
                                                 ---------             ----
            Excess                             $   129,688             8.57%
                                                 =========

      Risk-based Capital:
            Actual                             $   176,540            22.87%
            Required                                61,764             8.00
                                                 ---------             ----
            Excess                             $   114,776            14.87%
                                                 =========


                     IMPACT OF INFLATION AND CHANGING PRICES

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

                                      -16-


<PAGE>


                              KEY OPERATING RATIOS
<TABLE>
<CAPTION>

                                                  Three Months Ended               Nine Months Ended
                                                      September 30,                   September 30,
                                                ------------------------         ------------------
                                               1996 (1)         1995 (1)         1996 (1)        1995 (1)
                                               --------         --------         --------        --------

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

<S>                                              <C>              <C>              <C>             <C>  
Return on average assets................         (0.05%)           0.96%            0.81%           0.92%
Return on average equity................         (0.29)           11.55             5.06           11.06
Net interest spread.....................          2.61             2.37             2.64            2.37
Net interest margin.....................          3.29             2.66             3.31            2.66
Noninterest expense to average
   assets...............................          3.54             1.49             2.22            1.55
Equity to assets (period end)...........         14.82             8.42            14.82            8.42

</TABLE>

<TABLE>
<CAPTION>

                                                                 At September 30,        At December 31,
                                                                        1996                   1995
                                                                        ----                   ----

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

<S>                                                                 <C>                    <C>        
Nonperforming loans........................................         $     1,809            $     1,960
Repossessed real estate....................................               1,470                  1,647
Nonperforming investments..................................                   0                    382
                                                                    -----------            -----------
   Total nonperforming assets..............................         $     3,279            $     3,989
                                                                    ===========            ===========

Allowance for loan losses to nonperforming assets..........             102.47%                 73.35%
Nonperforming loans to total loans.........................               0.17%                  0.21%
Nonperforming assets to total assets.......................               0.22%                  0.27%
Book value per share (2)...................................         $    11.79             $    11.92

</TABLE>

--------------
(1)  The ratios for the three- and nine-month periods are annualized.
(2)  The number of shares  outstanding as of September 30, 1996 and December 31,
     1995 was  19,030,844 and  20,023,337,  respectively.  This includes  shares
     purchased by the ESOP.


                                      -17-


<PAGE>


                          FIRST COLORADO BANCORP, INC.
                                     PART II

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

Item 2. Changes in Securities - Not applicable.

Item 3. Defaults upon Senior Securities - Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders - The Company held a
special meeting of stockholders  on July 24, 1996 (the "Special  Meeting").  The
purpose of the Special Meeting was to seek stockholder approval of the Company's
stock option plan (the "Option Plan") and the Bank's management stock bonus plan
("MSBP"). The following table indicates the voting on each matter considered.

                                     For             Against          Abstain
                                     ---             -------          -------

         Option Plan               12,927,840         2,231,534       222,250
         MSBP                      14,063,286         1,263,322       244,234

Item 5. Other  Information  - On July 24,  1996,  the Board of  Directors of the
Company  declared a dividend  distribution of one Preferred Share Purchase Right
on each outstanding  share of common stock, par value $.10 per share. The Rights
will be  exercisable  only if a  person  or  group  acquires  15% or more of the
Company's  common stock or announces a tender  offer the  consummation  of which
would  result in  ownership  by a person  or group of 15% or more of the  common
stock.  The Rights are intended to enable the Company's  stockholders to realize
the  long-term  value of their  investment  in the Company  and are  designed to
assure that all of First Colorado Bancorp's  stockholders receive fair and equal
treatment  in the event of any proposed  takeover of the Company.  They will not
prevent a takeover,  but should  encourage anyone seeking to acquire the Company
to negotiate with the Board prior to attempting a takeover.

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 July 11, 1996,  the Company filed a current  report on Form 8-K with
         the Commission  announcing that it had received  non-objection from the
         OTS to purchase of up to 5% or 1,006,712 shares of the Company's common
         stock (Items 5 and 7).

         On July 25, 1996,  the Company filed a current  report on Form 8-K with
         the  Commission  announcing  the adoption of a shareholder  rights plan
         (Items 5 and 7). See "Item 5 - Other Information."

         On September 18, 1996,  the Company filed a current  report on Form 8-K
         with the Commission announcing that it had received  non-objection from
         the OTS to  purchase  of up to 5% or  956,392  shares of the  Company's
         common stock (Items 5 and 7).

                                      -18-


<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, 1996                      By:   /s/ Malcolm E. Collier, Jr.
                                                   ---------------------------
                                                   Malcolm E. Collier, Jr.
                                                   Chairman of the Board
                                                   Chief Executive Officer



Date: November 12, 1996                      By:   /s/ Brian L. Johnson
                                                   --------------------
                                                   Brian L. Johnson
                                                   Vice President
                                                   Treasurer

                                      -19-