EXHIBIT 99.2
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    Safe Harbor Under the Private Securities Litigation Reform Act of 1995
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      The Private Securities Litigation Reform Act of 1995 (the "Act") 
provides a "safe harbor" for forward-looking statements to encourage 
companies to provide prospective information about their companies, so long 
as those statements are identified as forward-looking and are accompanied by 
meaningful cautionary statements identifying important factors that could 
cause actual results to differ materially from those discussed in the 
statement.  First Federal Bancorp, Inc. ("Bancorp") desires to take 
advantage of the "safe harbor" provisions of the Act.  Certain information, 
particularly information regarding future economic performance and finances 
and plans and objectives of management, contained or incorporated by 
reference in Bancorp's Quarterly Report on Form 10-QSB for the quarter ended 
March 31, 1997, is forward-looking.  In some cases, information regarding 
certain important factors that could cause actual results of operations or 
outcomes of other events to differ materially from any such forward-looking 
statement appear together with such statement.  In addition, forward-looking 
statements are subject to other risks and uncertainties affecting the 
financial institutions industry, including, but not limited to, the 
following:


Interest Rate Risk
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      Bancorp's operating results are dependent to a significant degree on 
its net interest income, which is the difference between interest income 
from loans, investments and other interest-earning assets and interest 
expense on deposits, borrowings and other interest-bearing liabilities.  The 
interest income and interest expense of Bancorp change as the interest rates 
on interest-earning assets and interest-bearing liabilities change.  
Interest rates may change because of general economic conditions, the 
policies of various regulatory authorities and other factors beyond 
Bancorp's control.  In a rising interest rate environment, loans tend to 
prepay slowly and new loans at higher rates increase slowly, while interest 
paid on deposits increases rapidly because the terms to maturity of deposits 
tend to be shorter than the terms to maturity or prepayment of loans.  Such 
differences in the adjustment of interest rates on assets and liabilities 
may negatively affect Bancorp's income.


Possible Inadequacy of the Allowance for Loan Losses
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      Bancorp maintains an allowance for loan losses based upon a number of 
relevant factors, including, but not limited to, trends in the level of 
nonperforming assets and classified loans, current and anticipated economic 
conditions in the primary lending area, past loss experience, possible 
losses arising from specific problem loans and changes in the composition of 
the loan portfolio.  While the Board of Directors of Bancorp believes that 
it uses the best information available to determine the allowance for loan 
losses, unforeseen market conditions could result in material adjustments, 
and net earnings could be significantly adversely affected if circumstances 
differ substantially from the assumptions used in making the final 
determination.

      Loans not secured by one- to four-family residential real estate are 
generally considered to involve greater risk of loss than loans secured by 
one- to four-family residential real estate due, in part, to the effects of 
general economic conditions.  The repayment of multifamily residential and 
nonresidential real estate loans generally depends upon the cash flow from 
the operation of the property, which may be negatively affected by national 
and local economic conditions.  Construction loans may also be negatively 
affected by such economic conditions, particularly loans made to developers 
who do not have a buyer for a property before the loan is made.  The risk of 
default on consumer loans increases during periods of recession, high 
unemployment and other adverse economic conditions.  When consumers have 
trouble paying their bills, they are more likely to pay mortgage loans than 
consumer loans.  In addition, the collateral securing such loans, if any, 
may decrease in value more rapidly than the outstanding balance of the loan.


Competition
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      First Federal Savings Bank of Eastern Ohio ("First Federal") competes 
for deposits with other savings associations, commercial banks and credit 
unions and issuers of commercial paper and other securities, such as shares 
in money market mutual funds.  The primary factors in competing for deposits 
are interest rates and convenience of office location.  In making loans, 
First Federal competes with other savings associations, commercial banks, 
consumer finance companies, credit unions, leasing companies, mortgage 
companies and other lenders.  Competition is affected by, among other 
things, the general availability of lendable funds, general and local 
economic conditions, current interest rate levels and other factors which 
are not readily predictable.  The size of financial institutions competing 
with First Federal is likely to increase as a result of changes in statutes 
and regulations eliminating various restrictions on interstate and inter-
industry branching and acquisitions.  Such increased competition may have an 
adverse effect upon Bancorp.

Legislation and Regulation that may Adversely Affect Bancorp's Earnings
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      First Federal is subject to extensive regulation by the Office of 
Thrift Supervision (the "OTS") and the Federal Deposit Insurance Corporation 
(the "FDIC") and is periodically examined by such regulatory agencies to 
test compliance with various regulatory requirements.  As a savings and loan 
holding company, Bancorp is also subject to regulation and examination by 
the OTS.  Such supervision and regulation of First Federal and Bancorp are 
intended primarily for the protection of depositors and not for the 
maximization of shareholder value and may affect the ability of the company 
to engage in various business activities.  The assessments, filing fees and 
other costs associated with reports, examinations and other regulatory 
matters are significant and may have an adverse effect on Bancorp's net 
earnings.

      The FDIC is authorized to establish separate annual assessment rates 
for deposit insurance of members of the Bank Insurance Fund (the "BIF") and 
the Savings Association Insurance Fund (the "SAIF").  The FDIC has 
established a risk-based assessment system for both SAIF and BIF members.  
Under such system, assessments may vary depending on the risk the 
institution poses to its deposit insurance fund.  Such risk level is 
determined by reference to the institution's capital level and the FDIC's 
level of supervisory concern about the institution.

      The recapitalization plan also provides for the merger of the SAIF and 
BIF effective January 1, 1999, assuming there are no savings associations 
under federal law.  Under separate proposed legislation, Congress is 
considering the elimination of the federal thrift charter and the separate 
federal regulation of thrifts.  As a result, First Federal would have to 
convert to a different financial institution charter.  In addition, First 
Federal would be regulated under federal law as a bank and would, therefore, 
become subject to the more restrictive activity limitations imposed on 
national banks.  Moreover, Bancorp might become subject to more restrictive 
holding company requirements, including activity limits and capital 
requirements similar to those imposed on First Federal.  Bancorp cannot 
predict the impact of the conversion of First Federal to, or regulation of 
Federal as, a bank until the legislation requiring such change is enacted.