UNITED STATES 
               SECURITIES AND EXCHANGE COMMISSION 
                     WASHINGTON, D.C.  20549 
                  -----------------------------
 
                            FORM 10-Q 
 
        Quarterly Report Pursuant to Section 13 or 15 (d) 
             of the Securities Exchange Act of 1934 
 
 
For the Quarterly Period Ended          Commission File Number 
      June 30, 1997                           0-20160 

                  -----------------------------
 
                      COVEST BANCSHARES, INC. 
     (Exact name of registrant as specified in its charter) 
 
 
          Delaware                           36-3820609 
(State or other jurisdiction       (I.R.S. Employer Identification 
     of incorporation or                      Number) 
        organization) 
 
749 Lee Street, Des Plaines, Illinois               60016 
(Address of Principal Executive Offices)          (Zip Code) 

Registrant's telephone number, including area code: (847) 294-6500 
 
Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15 (d) of the 
Securities Exchange Act of 1934 during 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  ----- 
 
As of August 14, 1997, there were 3,406,616 outstanding shares of the 
registrant's Common Stock, par value $.01 per share.  In addition, 
447,895 shares were being held as treasury stock. 
 
 
 <PAGE>2 
 

                     COVEST BANCSHARES, INC. 
 
                        Table of Contents 
 
PART I.   FINANCIAL INFORMATION (UNAUDITED)              PAGE NO. 

 
          Item 1.   Financial Statements....................3 
 
          Item 2.   Management's Discussion and 
                    Analysis of Financial Condition and
                    Results of Operations..................14 
 
PART II.  OTHER INFORMATION 

          Item 1.   Legal Proceedings......................26 
          Item 2.   Changes in Securities..................26 
          Item 3.   Defaults upon Senior Securities........26 
          Item 4.   Submission of Matters to a Vote
                    of Security Holders....................26 
          Item 5.   Other Information......................27 
          Item 6.   Exhibits and Reports of Form 8-K.......27 
 
 
          Form 10-Q Signatures.............................29 
 
 
 
 
 
 <PAGE>3

PART 1.   FINANCIAL INFORMATION
Item 1.   Condensed Consolidated Financial Statements 
          see notes to condensed consolidated financial statements
          (unaudited)

COVEST BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CONDITION
(Unaudited)                                JUNE 30,     DEC. 31, 
(Dollars in thousands except                 1997         1996   
   per share amounts)                     ---------    --------- 
 
ASSETS 
------ 
CASH AND CASH EQUIVALENTS
  Cash and Amounts Due from 
    Depository Institutions               $ 19,970     $ 12,837   
                                           -------      -------  
TOTAL CASH AND CASH EQUIVALENTS             19,970       12,837   
 
INVESTMENTS: 
  Securities Available-for-Sale             52,326       53,751   
  Mortgage-Backed Securities and
    Related Securities Available-
    for-Sale                                82,881      111,935   
  Federal Home Loan Bank Stock               3,620        7,190   
                                          ---------    ---------  
TOTAL INVESTMENTS                          138,827      172,876   
 
LOANS RECEIVABLE: 
  Mortgage Loans                           258,722      253,473   
  Commercial Loans, Leases & Real Estate    44,033       29,596   
  Consumer Loans                            59,663       56,900   
                                          ---------    ---------  
    TOTAL LOANS RECEIVABLE                 362,418      339,969   
  Less Allowance for Possible Loan Loss   (  1,489)    (  1,424)  
                                          ---------    ---------  
LOANS RECEIVABLE, NET                      360,929      338,545   

ACCRUED INTEREST RECEIVABLE                  4,127        3,608   
PREMISES AND EQUIPMENT                       9,827        9,859   
OTHER ASSETS                                 2,738        3,444   
                                          ---------    ---------  
TOTAL ASSETS                              $536,418     $541,169   
                                          =========    ========= 



<PAGE>4

                                           JUNE 30,     DEC. 31, 
                                             1997         1996   
                                          ---------    --------- 
LIABILITIES AND STOCKHOLDERS' EQUITY 
------------------------------------ 
LIABILITIES: 
  Deposits                                $404,578     $402,090   
  Short-Term Borrowings and Securities
    Sold U/A to Repurchase                  47,114       53,690   
  Long-Term Advances from Federal
    Home Loan Bank                          25,000       25,000   
  Advances from Borrowers for
    Taxes and Insurance                      3,007        3,724   
  Accrued Expenses and Other Liabilities     6,820        6,721   
                                          ---------    ---------  
TOTAL LIABILITIES                          486,519      491,225   

STOCKHOLDERS' EQUITY:
  Common Stock, par value $.01 per share;
    7,500,000 authorized shares; 3,406,616
    and 3,406,616 shares issued at
    6/30/97 and 12/31/96 respectively           34           34   
  Additional Paid-in Capital                22,099       22,155   
  Retained Earnings                         35,255       33,990   
  Treasury Stock, at cost, 421,595
    and 343,300 shares held at
    6/30/97 and 12/31/96 respectively     (  7,265)    (  5,838)  
  ESOP Loan                               (    685)    (    858)  
  Unearned Stock Award                    (     73)    (     73)  
  Unrealized Gain on Assets
    Available-for-Sale                         534          534   
                                          ---------    ---------  
TOTAL STOCKHOLDERS' EQUITY                  49,899       49,944   
                                          ---------    ---------  
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                      $536,418     $541,169   
                                          =========    ========= 


BOOK VALUE PER COMMON SHARE                 $ 16.72    $  16.30
                                          =========    ========

See notes to condensed consolidated financial statements (unaudited)
 

<PAGE>5


<TABLE>
<CAPTION>
COVEST BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF INCOME            THREE MONTHS ENDED       SIX MONTHS ENDED   
(Unaudited)                                 JUNE 30,     JUNE 30,    JUNE 30,     JUNE 30,
(Dollars in thousands except                  1997         1996        1997        1996  
   per share amounts)                      ---------    ---------   ---------------------
<S>                                         <C>          <C>        <C>          <C>    
INTEREST INCOME
  Loans Receivable                          $ 7,001      $ 6,470    $13,639      $12,918 
  Mortgage-Backed and Related Securities      1,695        2,868      3,631        5,965 
  Securities                                    920        1,011      1,884        1,803 
  Other Interest and Dividend Income            306          153        446          499 
                                           ---------    ---------  ---------    ---------
                                              9,922       10,502     19,600       21,185 

INTEREST EXPENSE
  Deposits                                    4,860        6,033      9,600       12,152 
  Advances from Federal Home Loan Bank          954        1,156      1,862        2,516 
  Other Borrowed Money                          253          311        461          416 
                                           ---------    ---------  ---------    ---------
                                              6,067        7,500     11,923       15,084 

NET INTEREST INCOME                           3,855        3,002      7,677        6,101 

  Provision for Possible Loan Losses            402          342        753          532 
NET INTEREST INCOME AFTER PROVISION        ---------    ---------  ---------    ---------
  FOR POSSIBLE LOAN LOSSES                    3,453        2,660      6,924        5,569 

NON-INTEREST INCOME
  Loan Charges and Servicing Fees               259          180        526          385 
  Deposit Related Charges and Fees              214          141        392          259 
  Gain on Sale of Securities                    311          -0-        874        2,507
  Other                                          48           58        111          114 
                                           ---------    ---------  ---------    ---------
TOTAL NON-INTEREST INCOME                       832          379      1,903        3,265 

NON-INTEREST EXPENSE
  Compensation and Benefits                   1,281        1,251      2,499        2,369 
  Occupancy and Equipment                       348          357        743          727 
  Federal Deposit Insurance Premium              66          264         73          530 
  Data Processing                               215          192        421          405 
  Advertising and Name Change Expenses          248           77        342          125 
  Other                                         638          550      1,231        1,251 
                                           ---------    ---------  ---------    ---------
TOTAL NON-INTEREST EXPENSE                    2,796        2,691      5,309        5,407 

INCOME BEFORE TAXES                           1,489          348      3,518        3,427 
  Income Tax Provision                          502           65      1,214        1,186 
                                           ---------    ---------  ---------    ---------

NET INCOME                                  $   987      $   283    $ 2,304      $ 2,241 
                                           =========    =========  =========    =========


EARNINGS PER COMMON SHARE 
           Primary                             $ .31       $  .08      $  .71       $ .63
           Fully diluted                         .31          .08         .71         .62
        
See notes to condensed consolidated financial statements (unaudited)
</TABLE>

 <PAGE> 6 

COVEST BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS         SIX MONTHS ENDED
(Unaudited)                                 JUNE 30,     JUNE 30,
(Dollars in thousands)                        1997         1996
                                           ---------    ---------
OPERATING ACTIVITIES
  Net Income                                $ 2,304      $ 2,241
  Adjustments to Reconcile Net Income to
   Cash Provided by Operating Activities
    Depreciation and Amortization of
      Premises and Equipment                    375          285
    Provision for Possible Loan Losses          753          532
    Net Gain on Sale of Securities         (    874)    (  2,507)
    Stock Award Earned                            0            2
    Change In:
      Prepaid Expenses and Other Assets         706     (    464)
      Accrued Interest Receivable          (    519)    (  1,132)
      Accrued Expenses and Other Liabilities     99     (    642)
                                           ---------    ---------
NET CASH FROM OPERATING ACTIVITIES            2,844    (  1,685)

CASH FLOWS FROM INVESTING ACTIVITIES
  Loan Originations, Net of Principal
    Payments                               ( 23,137)    (  8,862)
  Principal Payments on Mortgage-Backed
    and Related Securities                   29,928       27,846
  Purchases of Mortgage-Backed and
    Related Securities                            0     (107,893)
  Purchases of Securities                  (  9,995)    ( 47,161)
  Proceeds from Sales and Maturities
    of Securities                            11,420      114,329
  Change in Federal Home Loan Bank Stock      3,570          191
  Purchase of Office Properties and 
    Equipment                              (    343)    (     71)
                                           ---------    ---------
NET CASH FROM INVESTING ACTIVITIES           11,443     ( 21,621)



 <PAGE>7


                                              SIX MONTHS ENDED
                                            JUNE 30,     JUNE 30,
                                              1997         1996
                                           ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Net Increase in Deposits                    2,488        4,747 
  Repayments of Federal Home Loan Bank                           
    Advances                               ( 12,500)    ( 31,900)
  Proceeds from Federal Home Loan Bank
    Advances                                 10,000       24,500 
  Repayments/Proceeds from Other Borrowings(  4,076)      20,297 
  Net Change in Mortgage Escrow Funds      (    717)    (  1,539) 
  Purchase of Common Stock for Treasury    (  2,409)    (  2,307)
  Proceeds from Exercise of Stock Options,
    Net of Treasury Shares issued               488          475
  Payment Received on Loan to ESOP              173          165
  Dividend Paid, Net of Dividend
    Reinvestment Program                   (    601)    (    567)
                                           ---------    ---------
NET CASH FROM FINANCING ACTIVITIES         (  7,154)      13,871
                                           ---------    ---------

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                            7,133     (  9,435)

CASH AND CASH EQUIVALENTS, BEGINNING         12,837       19,198
                                           ---------    ---------
CASH AND CASH EQUIVALENTS, ENDING           $19,970      $ 9,763
                                           =========    =========
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Interest Paid                             $11,698      $12,287
  Income Taxes Paid                           1,325          600




See notes to condensed consolidated financial statements (unaudited)


<PAGE>8


COVEST BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
(Dollars in thousands)
Six months ended June 30, 1997 and 1996
   
<TABLE>
                                                                                                UNREALIZED        
<CAPTION>                                                                                                   GAIN (LOSS)         

                                            ADDITIONAL                                    UNEARNED  ON ASSETS          
                                    COMMON   PAID-IN    RETAINED   TREASURY      ESOP       STOCK   AVAILABLE          
                                     STOCK   CAPITAL    EARNINGS    STOCK        LOAN       AWARD   FOR SALE      TOTAL
-----------------------------------------------------------------------------------------------------------------------
<S>                                  <C>     <C>        <C>        <C>          <C>         <C>        <C>      <C>        
Balance at December 31, 1995          $28    $27,229    $39,373    ($9,397)     ($1,198)    ($ 97)     $1,739   $57,677 
                                                                                                                       
Net Income                                                2,241                                                  2,241 
                                                                                                                       
Cash Dividends ($.167 per share)                        (   567)                                               (   567)
                                                                                                                       
Purchase of Treasury Stock                                         ( 2,307)                                    ( 2,307)
                                                                                                                       
Principal Payment on ESOP Loan                                                     165                             165 
                                                                                                                       
Shares issued in conjunction with                                                                                      
  three-for-two stock split, and                                                                                       
  cash paid on fractional shares       11    ( 5,379)   (    12)                                               ( 5,380)
                                                                                                                       
Treasury Stock reissued in conjunction                                                                                 
  with stock option exercises                           (   521)       996                                         475 
                                                                                                                       
Retirement of 538,503 shares                                                                                           
  of common stock                   (   5)              ( 5,197)    10,582                                       5,380 
                                                                                                                       
Amortization of Stock Award                                                                    2                     2 
                                                                                                                       
Change in Unrealized Gain/Loss on Securities                                                                           
  Available-for-Sale                                                                                 ( 2,876)  ( 2,876)
-----------------------------------------------------------------------------------------------------------------------
                                                                                                                       
Balance at June 30, 1996             $34    $21,850    $35,317     ($  126)     ($1,033)    ($ 95)    ($ 1,137)  $54,810 
=======================================================================================================================
Balance at December 31, 1996         $34    $22,155    $33,990     ($5,838)     ($  858)    ($ 73)     $   534   $49,944 
                                                                                                                       
Net Income                                               2,304                                                   2,304 
                                                                                                                       
Cash Dividends ($.20 per share)                        (   601)                                                  ( 601)

Purchase of Treasury Stock                                         ( 2,409)                                    ( 2,409)
                                                                                                                       
Principal Payment on ESOP Loan                                                    173                              173 
                                                                                                                       
Proceeds from Stock Option Exercises            515                                                                515 
                                                                                                                       
Treasury Stock reissued in conjunction                                                                                 
  with stock option exercises                (  571)   (   438)        982                                        (27)
Change in Unrealized Gain/Loss on Securities                                                                        
  Available-for-Sale                                                                                       0        0
----------------------------------------------------------------------------------------------------------------------
                                                                                                                       
Balance at June 30, 1997              $34    $22,099   $35,255     ($7,265)     ($ 685)    ($ 73)     $   534  $49,899
======================================================================================================================

See notes to condensed consolidated financial statements (unaudited)

</TABLE>



 <PAGE> 9

<TABLE>
COVEST BANCSHARES, INC.
AVERAGE BALANCE SHEET
(Dollars in thousands)

See notes to condensed consolidated financial statements (unaudited)
The following table sets forth certain information related to the Company's 
average balance sheet.  It reflects the average yield on assets and average
cost of liabilities for the periods indicated, as derived by dividing income
or expense by the average daily balance of assets or liabilities, 
respectively, for the periods indicated.
<CAPTION>
                                                                 THREE MONTHS   ENDED
                                ----------------------------------------------------------------------------------------  
                                              JUNE 30, 1997                                    JUNE 30, 1996              
                                -----------------------------------------       ----------------------------------------  
                                                                AVERAGE                                        AVERAGE  
                                   AVERAGE                       YIELD/           AVERAGE                       YIELD/  
                                   BALANCE        INTEREST        COST            BALANCE        INTEREST        COST   
INTEREST-EARNING ASSETS:        -----------------------------------------       ---------------------------------------  
<S>                               <C>             <C>            <C>             <C>             <C>             <C>                
  Mortgage Loans                  $257,537        $ 4,783         7.43%          $277,997        $ 5,135         7.39%
  Commercial Loans, Leases
    and Real Estate                 40,315            814         8.08              3,739             85         9.09   
  Consumer Loans                    59,016          1,404         9.52             52,700          1,250         9.49   
  Mortgage-Backed and                                                                                                     
    Related Securities              96,000          1,695         7.06            193,697          2,868         5.92   
  Investment Securities             56,988            920         6.46             64,279          1,036         6.45   
  Other Investments                 21,077            306         5.61              8,186            128         6.25   
                                -----------------------------------------       ---------------------------------------  
                                                                                                                          
Total Interest-Earning Assets     $530,933        $ 9,922         7.48%          $600,598        $10,502         6.99%  
                                                                                                                          
Non-Interest Earning Assets         19,075                                         27,446                               
                                -----------------------------------------        ---------------------------------------  
                                                                                                                          
TOTAL ASSETS                      $550,008                                       $628,044                               
                                  ========                                       ========                               
                                                                                                                          
INTEREST-BEARING LIABILITIES:                                                                                             
  Interest-Bearing Checking       $ 21,672        $    97         1.79%          $ 22,044        $    98         1.78%  
  Money Market Accounts             51,026            619         4.85             11,236             92         3.28   
  Savings                           64,351            401         2.49             70,171            436         2.49   
  Certificates of Deposit          259,475          3,743         5.77            342,139          5,407         6.32   
  FHLB Advances                     63,367            954         6.02             77,320          1,156         5.98   
  Other Borrowed Funds              19,206            253         5.27             23,714            311         5.25   
                                -----------------------------------------       ---------------------------------------  
                                                                                                                          
Total Interest-Bearing                                                                                                    
  Liabilities                     $479,097        $ 6,067         5.07%          $546,624        $ 7,500         5.49%  
                                                                                                                          
Non-Interest Bearing                                                                                                      
  Deposits                          10,777                                          9,430                               
                                                                                                                          
Other Liabilities                   10,251                                         16,445                               
                                -----------------------------------------       ---------------------------------------  
                                                                                                                          
TOTAL LIABILITIES                 $500,125                                       $572,499                               
                                -----------------------------------------       ---------------------------------------  
                                                                                                                          
Stockholders' Equity                49,883                                         55,545                               
                                -----------------------------------------       ---------------------------------------  
TOTAL LIABILITIES AND                                                                                                     
  STOCKHOLDERS' EQUITY            $550,008                                       $628,044                               
                                  ========                                       ========                               
                                                                                                                          
NET INTEREST INCOME                               $ 3,855                                        $ 3,002                
                                -----------------------------------------       ---------------------------------------  
NET INTEREST RATE SPREAD (1)                                      2.41%                                          1.50%  
                                -----------------------------------------       ---------------------------------------  
NET INTEREST MARGIN (2)                                           2.90%                                          2.00%  
                                -----------------------------------------       ---------------------------------------  
(1) Interest Rate Spread is calculated by subtracting the average cost of 
    interest-bearing liabilities from the average rate on interest-earning
    assets.
(2) Net Interest Margin is calculated by dividing net interest income by 
    average interest-earning assets.

</TABLE>

 <PAGE> 10


COVEST BANCSHARES, INC.
AVERAGE BALANCE SHEET
(Dollars in thousands)
See notes to condensed consolidated financial statements (unaudited)
The following table sets forth certain information related to the Company's 
average balance sheet. It reflects the average yield on assets and average 
cost of liabilities for the periods indicated, as derived by dividing income
or expense by the average daily balance of assets or liabilities,
respectively, for the periods indicated.

<TABLE>
<CAPTION>
                                                                     SIX MONTHS ENDED
                                ----------------------------------------------------------------------------------------  
                                              JUNE 30, 1997                                    JUNE 30, 1996              
                                -----------------------------------------       ---------------------------------------  
                                                                AVERAGE                                          AVERAGE  
                                   AVERAGE                       YIELD/             AVERAGE                       YIELD/  
                                   BALANCE        INTEREST        COST              BALANCE        INTEREST        COST   
INTEREST-EARNING ASSETS:        -----------------------------------------       ---------------------------------------  
<S>                               <C>             <C>            <C>             <C>             <C>             <C>                
  Mortgage Loans                  $255,227        $ 9,489         7.44%          $277,041        $10,259         7.41% 
  Commercial Loans, Leases,
    and Real Estate                 35,982          1,437         7.99              3,035            134         8.83   
  Consumer Loans                    58,313          2,713         9.30             52,963          2,525         9.53   
  Mortgage-Backed and                                                                                                   
    Related Securities             103,194          3,631         7.04            197,017          5,965         6.05   
  Investment Securities             57,182          1,884         6.59             63,230          2,036         6.44   
  Other Investments                 17,292            446         5.16              8,567            266         6.21   
                                -----------------------------------------       ---------------------------------------  
                                                                                                                          
Total Interest-Earning Assets     $527,190        $19,600         7.44%          $601,853        $21,185         7.04%  
                                                                                                                          
Non-Interest Earning Assets         18,965                                         25,343                               
                                -----------------------------------------       ---------------------------------------  
                                                                                                                          
TOTAL ASSETS                      $546,155                                       $627,196                               
                                  ========                                       ========                               
                                                                                                                          
INTEREST-BEARING LIABILITIES:                                                                                             
  Interest-Bearing Checking       $ 21,611        $   191         1.77%          $ 22,219        $   198         1.78%  
  Money Market Accounts             47,986          1,147         4.78             11,209            179         3.19   
  Savings                           64,821            804         2.48             69,495            864         2.49   
  Certificates of Deposit          261,118          7,458         5.71            344,182         10,911         6.34   
  FHLB Advances                     62,383          1,862         5.97             83,856          2,516         6.00   
  Other Borrowed Funds              17,584            461         5.24             15,915            416         5.23   
                                -----------------------------------------       ---------------------------------------  
                                                                                                                          
Total Interest-Bearing                                                                                                  
  Liabilities                     $475,503        $11,923         5.02%          $546,876        $15,084         5.52%  
                                                                                                                          
Non-Interest Bearing                                                                                                      
  Deposits                          10,403                                          8,633                               
                                                                                                                          
Other Liabilities                   10,299                                         15,432                               
                                -----------------------------------------       ---------------------------------------  
                                                                                                                        
TOTAL LIABILITIES                 $496,205                                       $570,941                               
                                -----------------------------------------       ---------------------------------------  
                                                                                                                          
Stockholders' Equity                49,950                                         56,255                               
                                -----------------------------------------       ---------------------------------------  
TOTAL LIABILITIES AND                                                                                                     
  STOCKHOLDERS' EQUITY            $546,155                                       $627,196                               
                                  ========                                       ========                               
                                                                                                                          
NET INTEREST INCOME                               $ 7,677                                        $ 6,101                
                                -----------------------------------------       ---------------------------------------  
NET INTEREST RATE SPREAD (1)                                      2.42%                                          1.52%  
                                -----------------------------------------       ---------------------------------------  
NET INTEREST MARGIN (2)                                           2.91%                                          2.03%  
                                -----------------------------------------       ---------------------------------------  
(1) Interest Rate Spread is calculated by subtracting the average cost of 
    interest-bearing liabilities from the average rate on interest-earning 
    assets.
(2) Net Interest Margin is calculated by dividing net interest income by average interest-earning assets.
</TABLE>



<PAGE> 11
            
                      COVEST BANCSHARES, INC.
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (Unaudited)

(1)          Basis of Presentation

The accompanying unaudited condensed consolidated financial statements 
have been prepared in accordance with generally accepted accounting 
principles for interim financial information and with the instructions 
to Form 10-Q and Regulation S-X.  Accordingly, they do not include all 
the information and footnotes required by generally accepted accounting 
principles for complete financial statements.
   
The results of operations and other data for the quarter and six months 
ended June 30, 1997 are not necessarily indicative of results that 
may be expected for the entire year ending December 31, 1997.

In the opinion of management, the unaudited condensed consolidated 
financial statements contain all adjustments (consisting only of 
normal recurring adjustments) necessary to present fairly the 
financial condition of CoVest Bancshares, Inc. (the "Company"), formerly
known as FirstFed Bancshares, Inc., including its wholly owned subsidiary,
CoVest Banc, National Association (the "Bank"), formerly known as First 
Federal Bank for Savings, as of June 30, 1997 and December 31, 1996; the 
results of the Company's operations for the three months ended June 30, 
1997 and 1996 and the six months ended June 30, 1997 and 1996; its cash 
flows for the six months ended June 30, 1997 and 1996; its changes in 
stockholders' equity for the six months ended June 30, 1997 and 1996; 
and its average balance sheet for the three months ended June 30, 1997 
and 1996, and the six months ended June 30, 1997 and 1996.

All references to number of shares issued, outstanding (primary and 
fully-diluted) and held in treasury, earnings per share, and book value 
per share, for periods prior to the second quarter of 1996, have been 
restated as if the three-for-two stock split which occurred on May 15, 
1996 had actually occurred on January 1, 1996.

Certain amounts in prior condensed consolidated financial statements 
have been reclassified to conform with the June, 1997 presentation. 

(2)          Regulatory Capital Requirements

Pursuant to the Financial Institutions Reform, Recovery and 
Enforcement Act of 1989 ("FIRREA"), as implemented by regulations 
promulgated by the Office of Thrift Supervision (the "OTS"), savings 
institutions must meet three separate minimum capital requirements.  
The following table summarizes, as of June 30, 1997, the Bank's 
capital requirements under FIRREA and its actual capital ratios.  As 
of June 30, 1997, the Bank exceeded all current minimum regulatory 
capital requirements. 

<PAGE>12

                                     BANK ONLY
               ----------------------------------------------------
                    Actual         Regulatory        Excess Above 
                   Capital        Capital Req.       Capital Req. 
               Amount     %     Amount      %      Amount     %    
               -------  ------  -------   -----    -------   ------
                              (Dollars in Thousands)               

Risk-Based     $45,841  16.78%  $21,859   8.00%    $23,982    8.78% 
Core Capital    44,352   8.32    16,001   3.00      28,351    5.32 
Tang. Capital   44,352   8.32     8,000   1.50      36,352    6.82 


(3)          Conversion and Earnings Per Share of Common Stock 
 
On June 30, 1992, the Bank converted from a federally chartered mutual 
savings bank to a federally chartered stock savings bank. The Bank 
issued all of its Common Stock to the Company and at the same time the 
Company issued 4,830,000 shares (post-split)of Common Stock at $6.67 per
share (post-split), all pursuant to a plan of conversion. 
 
Primary and fully diluted earnings per share for the quarter were 
computed by dividing net income by 3,233,282 and 3,244,604, and for the 
six months ended June 30, 1997 by 3,280,928 and 3,298,323 respectively, 
the weighted average number of shares of common stock and common stock 
equivalents outstanding during the quarter.  Stock options are regarded 
as common stock equivalents and are computed using the treasury stock 
method.  
 
(4)          Stock Repurchase Program 
 
On January 28, 1997, the Company announced its intention to repurchase 
100,000 shares of its outstanding Common Stock in the open market.  This 
repurchase program was completed on June 24, 1997, with the shares being 
repurchased at an average price of $17.80. 

On June 24, 1997, the Company's Board of Directors approved a new Stock 
Repurchase Program, enabling the Company to repurchase up to 100,000 
shares of its outstanding stock.  The purchases will be made in the open 
market and/or through privately negotiated transactions.  As of August 14,
1997, 22,700 shares had been repurchased at an average price of $21.11.
 
(5)          Stock Dividend and Cash Dividend
 
On May 15, 1996, the Company effectuated a three-for-two stock split 
payable in the form of a one-for-two stock dividend.  The regular 
quarterly dividend rate remained at $.10 per share post-split, 
representing a 50% increase in the dividend rate as a result of the 
split. The regular cash dividend paid during the second quarter of
1997 was $.10 per common share.


<PAGE>13

(6)          Safe Harbor Statement
                 
This report contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended.  The company intends such 
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Reform Act 
of 1995, and is included in this statement for purposes of these safe harbor 
provisions.  Forward-looking statements, strategies and expectations of the 
Company, are generally identifiable by use of the words "believe", "expect,"
"intend," "anticipate," "estimate," "project," or similar expressions.  The 
company's ability to predict results or the actual effect of future plans
or strategies is inherently uncertain.  Factors which could have a material 
adverse affect on the operations and future prospects of the Company and its
subsidiaries include, but are not limited to, changes in: 
interest rates, general economic conditions, legislative/regulatory changes, 
monetary and fiscal policies of the U.S. Government, including policies of the 
U.S. Treasury and the Federal Reserve Board, the quality of composition of the 
loan or investment portfolios, demand for loan products, deposit flows, 
competition, demand for financial services in the Company's market area and 
accounting principles, policies and guidelines.    These risks and 
uncertainties should be considered in evaluating forward-looking statements 
and undue reliance should not be placed on such statements.  Further
information concerning the Company and its business, including additional 
factors that could materially affect the Company's financial results, is 
included in the Company's filings with the Securities and Exchange Commission.



<PAGE>14

ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
             CONDITION AND RESULTS OF OPERATIONS 

OVERVIEW 
-------- 
The Company's business activities currently consist of ownership of the 
Bank, and investments in other equity securities.  The Bank's principal 
business consists of attracting deposits from the public and investing 
these deposits, together with funds generated from operations, primarily 
in commercial loans, leases and commercial real estate, loans secured by
mortgages on one-to-four family residences and consumer loans.  It is 
management's intention that commercial loans will become an increasingly 
larger portion of the total loan portfolio as the balance sheet is 
restructured to become more like that of a community bank.  The Bank's 
deposit accounts are insured to the maximum allowable by the Federal 
Deposit Insurance Corporation (the "FDIC"). 

The Bank's results of operations are dependent primarily on net interest 
income, which is the difference between the interest earned on its 
loans, mortgage-backed securities and investment securities portfolios, 
and the interest paid on deposits and borrowed funds.  The Bank's 
operating results are also affected, to a lesser extent, by loan 
commitment and servicing fees, customer service charges, fees from 
annuity and insurance products, and other income.  Operating expenses of 
the Bank include employee compensation and benefits, equipment and 
occupancy costs, federal deposit insurance premiums and other 
administrative expenses. 

The Bank's results of operations are further affected by economic 
and competitive conditions, particularly changes in market interest 
rates.  Results are also affected by monetary and fiscal policies of 
federal agencies, and actions of regulatory authorities.  

At the annual meeting of stockholders held on April 22, 1997, the stockholders 
approved an amendment to Article I of the Company's Certificate of 
Incorporation to change the name of the Company to CoVest Bancshares,  Inc.
which became effective on June 2, 1997.  The Company's common stock,
formerly listed on the Nasdaq Stock market under the training symbol (FFDP)
became (COVB) on June 2, 1997.  In addition, the Company, which was a 
thrift holding company owning all of the capital stock of CoVest Banc,
formerly First Federal Bank for Savings, a federally chartered savings bank
with its main office in Des Plaines, Illinois, applied and received approval
from the Office of the Comptroller of the Currency and converted the charter
of the Bank to that of a national bank effective August 1, 1997. 

FINANCIAL CONDITION 
------------------- 
Total consolidated assets of the Company decreased by $4.8 million 
from $541.2 million at December 31, 1996, to $536.4 million at 
June 30, 1997.  Although total assets remained relatively stable, the
redeployment of securities proceeds from maturities, paydowns, and sales 
continues to fund additional loans.  

Total loans receivable increased $22.4 million, or 6.59% from $340 

<PAGE>15
million at December 31, 1996, to $362.4 million at June 30, 1997. Loans 
originated during the six months ended June 30, 1997 were $51.2 million, of 
which 35% were commercial loans, leases and commercial real estate, 45% 
were mortgages and 20% were consumer loans. Loans originated during the 
six month period ended June 30, 1996 were $51.9 million, of which 6% 
were commercial real estate loans, 57% were mortgages and 37% were 
consumer loans. 
 
Mortgage-backed and other mortgage-related securities decreased $29.1 
million or 26% from December 31, 1996.  During this six month period, 
proceeds from the sales of and paydowns on mortgage-backed securities 
were used to fund additional loan volume and to a lesser extent, pay off 
short-term borrowings.  At June 30, 1997, mortgage-backed and non 
mortgage-backed securities comprised 26% of total assets.

Deposits increased to $404.6 million at June 30, 1997, from $402.1 
million at December 31, 1996.  Most of this growth was in the 
Bank's Preferred Money Market account which was introduced in July, 
1996.  This account is indexed to the 91 day U.S. Treasury Bill rate,
to reflect the weekly change that occurs as a result of the 
auction in the bond market.
 
Short-term borrowings (due within one year) and securities sold under 
agreement to repurchase decreased $6.6 million from the December 31, 
1996 balance of $53.7 million to $47.1 million at June 30, 1997.  This 
reduction came from the proceeds of mortgage-backed securities. Long-term 
borrowings, all of which are Federal Home Loan Bank advances, have not 
changed since December 31, 1996.

Book value per common share increased to $16.72 at June 30, 1997 from 
$16.30 at December 31, 1996.  
 
Total non-performing assets as of June 30, 1997 stood at $1,132,000 or 
0.21% of total assets.  At December 31, 1996, non-performing assets 
were $856,000 or 0.16% of total assets.  However, the June 30th balance 
represents a decrease from March 31, 1997 when non-performing assets were 
$1,281,000, or 0.23% of total assets.  Historically this number has ranged 
between .04% and .24% of total assets, which is below the rate 
experienced by the Bank's peer group.  Management believes the reserves 
for possible loan losses to be adequate.  Furthermore, 72.5% of non-
performing loans were single family mortgages, and the Bank has not 
incurred a loss on single family mortgages within the last six years.
The other real estate owned asset is a single family residence upon which 
the Bank has private mortgage insurance and will not incur a loss on the 
disposal of the property.


<PAGE>16
 
The following table sets forth the amounts and categories of non- 
performing loans and assets. 

                                      June 30, 1997    Dec. 31, 1996 
                                      -------------    ------------- 
                                          (Dollars in Thousands)     
Non-performing loans:
  Commercial loans, leases and
    commercial real estate              $    -0-        $    -0-
  One-to-four family                         712             599     
  Consumer                                   270             257     
                                      -------------    ------------- 
   Total non-performing loans           $    982       $     856     

Other real estate owned                 $    145       $     -0-
Other repossessed assets                       5             -0-
                                      -------------    -------------
   Total non-performing assets          $  1,132       $     856

Total non-performing loans as 
  a percentage of net loans                 .27%            .22% 
 
Total non-performing loans as 
  a percentage of total assets              .18%            .16% 
 
Total non-performing assets as 
  a percentage of total assets              .21%            .16% 

 
LIQUIDITY AND CAPITAL RESOURCES 
------------------------------- 
The Company's primary sources of funds are deposits, principal and 
interest payments on loans and mortgage-backed securities, and funds 
provided by other operations.  While scheduled loan and mortgage-backed 
securities repayments and maturities of short-term investments are a 
relatively predictable source of funds, deposit flows and loan 
prepayments are greatly influenced by general interest rates, economic 
conditions, competition and the restructuring occurring in the banking 
industry. 
 
Current OTS regulations require the Bank to maintain cash and eligible 
investments in an amount equal to at least 5% of customers' accounts 
and short term borrowings to assure its ability to meet demands for 
withdrawals and repayments of short term borrowings.  As of June 30, 
1997 and December 31, 1996, the Bank's liquidity ratio was in excess of 
the required five percent ratio at each date. 
 
The Company's cash flows are a result of three principal activities: 
operating activities, investing activities and financing activities.  
Net cash provided by operating activities, primarily net income, was 
$2.8 million for the six months ended June 30, 1997.  Net cash used in 
investing activities was $11.4 million for the six months ended June 30, 
1997.  Purchases of investment securities amounted to $10 million, and 
proceeds from  paydowns, sales and maturities of securities and 

<PAGE>17
mortgage-backed investments and Federal Home Loan Bank stock 
totaled $44.9 million.  Loan originations, net of principal 
payments, were $23.1 million for the six month period.  Net cash 
used in financing activities amounted to $7.2 million for the 
six months ended June 30, 1997.  

The Company uses its liquidity to meet its ongoing commitments to 
fund maturing certificates of deposit and deposit withdrawals, repay 
borrowings, fund existing and continuing loan commitments, and pay 
operating expenses.  At June 30, 1997, the Company had commitments to 
originate loans and undisbursed loan balances totaling $36.0 million, 
and its customers had approved but unused lines of credit totaling 
$68.2 million. The Company considers its liquidity and capital resources 
to be adequate to meet its foreseeable short and long-term needs.  The 
Company expects to be able to fund or refinance, on a timely basis, its 
material commitments and long-term liabilities. 

At June 30, 1997, the Bank had core and tangible capital of $44.4 
million or 8.3% of adjusted total assets, which was approximately $28.4 
million and $36.4 million above the minimum capital requirements in effect 
on that date of 3.0% and 1.5%, respectively, of adjusted total assets.  
On June 30, 1997, the Bank had total risk-based capital of $45.8 million 
(including $44.4 million in core capital), or 16.8% of risk-weighted assets 
of $273.2 million.  This amount was approximately $24 million above the 
8.0% total risk-based capital requirement in effect on that date.  
 
SELECTED RATIOS 
--------------- 
(unaudited)                       THREE MONTHS ENDED   SIX MONTHS ENDED
                                  JUNE 30,  JUNE 30,  JUNE 30,  JUNE 30,
                                     1997      1996      1997     1996  
                                  --------------------------------------
Annualized Return on Avg. Equity     7.91%     2.04%     9.22%    7.97% 

Annualized Return on Avg. Assets     0.72%     0.18%     0.84%    0.72% 

Book Value per Share               $16.72    $16.12    $16.72   $16.12  

Tangible Book Value per Share      $15.96    $15.73    $15.96   $15.73  

Closing Market Price per Share     $18.38    $17.63    $18.38   $17.63  

Earnings per Primary Share         $  .31    $  .08    $  .71   $  .63  

Net Interest Margin                  2.90%     2.00%     2.91%    2.03% 

Ratio of Operating Expense to
     Average Total Assets,
     Annualized                      2.03%     1.71%     1.94%    1.72% 

Ratio of Net Interest Income to
     Non-Interest Expense,
     Annualized                      1.38x     1.12x     1.45x    1.13x 



<PAGE>18
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996
------------------------------------------------------------------------

GENERAL.  Net income for the three months ended June 30, 1997 was 
$987,000, or $.31 per share, compared to $283,000, or $.08 per share  
for the three months ended June 30, 1996.  This represents an increase of 
$704,000 or 249%.  It resulted from an increase in net interest income of
$853,000 or 28%, an increase in non-interest income of $453,000 
or 120%, and only a $105,000 or 4% increase in operating expenses. During the 
second quarter of 1996, a non-recurring expense was recorded for $148,331, 
less related taxes.  This amount represented the final unfunded liability 
as a result of the termination of the Defined Benefit Plan.  Without the 
effect of this non-recurring item, net income for the three months ended 
June 30, 1996 would have been $375,000.  Earnings for the second quarter of
1996, were reduced as a result of the restructuring of the balance sheet,
which resulted in a yield reduction as 15 and 30-year fixed rate investments
were replaced by adjustable rate securities.  The redeployment of assets from 
variable rate mortgage-backed securities into commercial loans, leases and 
commercial real estate loans and the maturity of the 7.80% certificates of 
deposit in September, 1996, positively impacted the net interest spread 
significantly.  The average net interest rate spread for the three month 
period ended June 30, 1997 was 2.41% compared to 1.50% for the same period 
in 1996.
 
INTEREST INCOME.  Interest income decreased by $.6 million or 5.5% to 
$9,922,000 for the three month period ended June 30, 1997 as compared 
to $10,502,000 for the same period in 1996, even though the yield on 
average earning assets increased 47 basis points to 7.48% for the 
quarter ended June 30, 1997 as compared to a 6.99% yield for the same 
period in 1996.  Contributing to the increase in yield was the 
restructuring of the balance sheet, which resulted in higher levels 
of commercial loans, leases and commercial real estate loans. The average 
volume of earning assets decreased by almost $70 million as mortgage-backed 
and related securities were liquidated during the last half of 1996 to fund 
maturities relating to the 7.80% certificate of deposit promotion and 
to repay Federal Home Loan Bank advances. 
 
INTEREST EXPENSE.  Interest expense decreased by $1.4 million or 19.1% to 
$6,067,000 for the three month period ended June 30, 1997 as compared to 
$7,500,000 for the same period in 1996.  This was primarily the result of a 
decrease in funding liabilities which declined by $67.5 million, or 12.3%, 
most notably in certificates of deposit as discussed before.  The growth in 
deposits came in Money Market Accounts with the introduction of the Bank's 
Preferred Money Market account last July, 1996.  The cost of 
total interest-bearing liabilities for the three months ended June 30, 1997 
was 5.07% compared to 5.49% for the three months ended June 30, 1996, a 
decrease of 42 basis points.

NET INTEREST INCOME.  Net interest income increased by $853,000 or 28.4% over
the second quarter of 1996.  The net interest margin increased to 2.90% for 
the three months ended June 30, 1997 from 2.00% for the same quarter of 1996.

<PAGE>19
PROVISION FOR POSSIBLE LOAN LOSSES.  The provision for possible loan 
losses totaled $402,000 for the three months ended June 30, 1997, 
compared to $342,000 for the three months ended June 30, 1996.  This 
$60,000 increase was related to new commercial and commercial real estate 
loans, for which a provision is established as new volume is added.  The 
Company, and the banking industry as a whole, has seen more credit card charge-
offs resulting from personal bankruptcies.  For the quarter ended June 30, 
1997, 56% of all of the Company's charge-offs were for personal bankruptcy 
reasons.  Based upon recent experience of other credit card lenders, losses 
are expected to continue at this general level for the near term.  Management
regularly conducts a review of its loan portfolio, write-off experiences and
adequacy of allowance and believes the allowance to be adequate. 
 
LOAN LOSS ALLOWANCE ANALYSIS.  The following table sets forth an 
analysis of the Company's allowance for possible loan losses for the 
periods indicated. 

                                            Three Months Ended 
                                          June 30,      June 30, 
                                           1997           1996 
                                         ---------     --------- 
                                          (Dollars in Thousands) 
 
Balance at beginning of period           $   1,513     $   1,252 
Charge-offs:
   Commercial loans, leases, and 
     commercial real estate                    -0-           -0-
   One-to-four family                          -0-           -0- 
   Consumer                                    441           364 
                                         ---------     --------- 
    Total                                      441           364 
                                         ---------     --------- 

Recoveries:
   Commercial loans, leases and
     commercial real estate                    -0-           -0-
   One-to-four family                          -0-           -0- 
   Consumer                                     16            24 
                                         ---------     --------- 
    Total                                       16            24 
                                         ---------     --------- 
 Net charge-offs                               425           340 

Additions charged to                                             
  operations                                   402           342 
                                         ---------     --------- 
Balance at end of period                 $   1,489     $   1,254 
 
Ratio of net charge-offs during 
  the period to average loans 
  outstanding during the period              0.12%         0.10% 
 
Ratio of allowance to non- 
  performing loans                           1.52x         1.63x 
 

<PAGE>20
NET INTEREST INCOME AFTER PROVISION FOR POSSIBLE LOAN LOSSES.  Net 
interest income after provision for possible loan losses increased 
by $793,000 or 29.8% to $3,453,000 for the three month period ended 
June 30, 1997 as compared to $2,660,000 for the three month period 
ended June 30, 1996.
 
NON-INTEREST INCOME.  Non-interest income increased by $453,000 or 119.5% to 
$832,000 for the three month period ended June 30, 1997 as compared to 
$379,000 for the same period in 1996.  $311,000 of this increase was the 
result of sales of thrift and commercial bank stocks at the holding company
level.  Loan related charges and servicing fees increased $79,000 or 43.9%, 
from $180,000 for the three months ended June 30, 1996, to $259,000 for 
the three month period ended June 30, 1997.  

Deposit related fees and charges increased, from $141,000 for the second 
quarter of 1996 to $214,000 for the second quarter of 1997, an increase 
of $73,000 or 51.8%, due to a general increase in fees charged or generated by 
transaction accounts and other Bank services.  

NON-INTEREST EXPENSE.  Non-interest expense was $2,796,000 for the 
quarter ended June 30, 1997, compared to $2,691,000 for the same period 
in 1996, an increase of $105,000 or 4%.  During the second quarter of 1996, 
a non-recurring expense was recorded for $148,331, representing the final 
unfunded liability as a result of the termination of the Defined Benefit 
Plan.  The final determination was significantly higher than anticipated 
due to a decrease in interest rates between the termination announcement 
date of January 5, 1995, and the date the final distribution was made on 
May 29, 1996. 

Without giving consideration to the expense incurred on final distribution,
the increase in non-interest expense was mostly to advertising and name change 
expenses related to renaming the Company and the Bank from FirstFed Bancshares, 
Inc. and First Federal Bank for Savings to CoVest Bancshares, Inc. and 
CoVest Banc and the presentation of the new name to the community.  The 
largest decrease in expenses was in Federal Deposit Insurance Premiums as a 
result of the one-time special assessment that took place on September 30,
1996, to recapitalize the Savings Association Insurance Fund. 
 
INCOME TAX EXPENSE.  Income tax expense increased $437,000 or 672%, to 
$502,000 for the quarter ended June 30, 1997, compared to $65,000 for 
the same period in 1996, due to the increase in income.
 
 
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
------------------------------------------------------------------------

GENERAL.  Net income for the six months ended June 30, 1997 was 
$2,304,000 compared to $2,241,000 for the six months ended June 30, 
1996, an increase of $63,000 or 3%.  Earnings per share for the six months 
of 1997 was $.71 per share versus $.63 per share for the like period in 1996. 
The composition of the earnings, however, has changed dramatically between 

<PAGE>21
these two six month periods.  Gains from the sale of securities decreased by 
$1,633,000.  The balance sheet restructuring which began in 1996 generated 
$2,507,000 from the sale of long-term fixed-rate assets versus $874,000 
security gains in 1997 from the sale of thrift and commercial bank stocks 
at the holding company level. 

Earnings for the six months ended June 30, 1996 were reduced as a result 
of the restructuring of the balance sheet, which resulted in a yield reduction 
as 15 and 30-year fixed rate investments were replaced by adjustable rate 
products.  Management intends to move into higher yielding loan products over 
time, thereby increasing net interest margin.
 
INTEREST INCOME.  Interest income decreased by $1.6 million or 7.5% to 
$19,600,000 for the six month period ended June 30, 1997 as compared to 
$21,185,000 for the same period in 1996, even though the yield on 
average earning assets increased 40 basis points to 7.44% for the first 
six months of 1997, as compared to a 7.04% yield for the same period in 
1996. Contributing to the increase in yield was the restructuring of 
the balance sheet which took place during 1996.  Mortgage-backed securities 
were gradually being converted to higher yielding commercial loans, leases and 
commercial real estate loans.  In addition, some of the proceeds from the sale 
of mortgage-backed securities were used to pay off depositors when the 7.80% 
certificates of deposit came due in September, 1996.
 
INTEREST EXPENSE.  Interest expense decreased by $3.2 million or 21% 
to $11,923,000 for the six month period ended June 30, 1997 as compared 
to $15,084,000 for the same period in 1996.  This decrease was 
attributed to two factors.  The first factor was the special 7.8% 
Certificate of Deposit promotion, which was held in March of 1995 and matured 
in September, 1996.  The other factor was an increase in money market accounts 
which rose on average for the six months by $36.8 million.  The Company 
launched its Preferred Money Market account, which has become one of the 
Company's core accounts, in July of 1996.  This account is indexed to the 
91-day U.S. Treasury Bill rate, and it reflects the weekly changes that 
occur in the market. The cost of total interest-bearing liabilities for the 
six months ended June 30, 1997 was 5.02% compared to 5.52% for the six months
ended June 30, 1996, a decrease of 50 basis points.

NET INTEREST INCOME.  Net interest income increased by $1,576,000 or 25.8% 
over the first six months of 1996.  The net interest margin increased to 
2.91% for the six months ended June 30, 1997, from 2.03% for the first six 
months of 1996.

PROVISION FOR POSSIBLE LOAN LOSSES.  The provision for possible loan 
losses totaled $753,000 for the six months ended June 30, 1997 compared 
to $532,000 for the six months ended June 30, 1996.  Of this $221,000, 
or 41.5% increase, $99,000 was related to new commercial loans, leases, and 
commercial real estate loans.  The Company establishes an allowance for 
possible losses on a percentage of outstanding balances basis as this new 
line of business grows at the Bank.  The balance of this increase resulted
from a decision by management to increase possible loan loss allowances in 
light of higher write-off experiences, particularly on credit cards.  The 
entire industry and the Bank as a whole, has, and continues to experience 
more credit card charge-offs resulting from personal bankruptcies.  For the 
six months ended June 30, 1997, 58% of all of the charge-offs experienced 
by the Company were for personal bankruptcy reasons.
 

<PAGE>22
Management regularly conducts a review of its loan portfolio, write-off 
experiences and adequacy of allowance and believes the allowance to be 
adequate. 
 

LOAN LOSS ALLOWANCE ANALYSIS.  The following table sets forth an 
analysis of the Company's allowance for possible loan losses for the 
periods indicated. 

                                             Six Months Ended 
                                          June 30,      June 30, 
                                           1997           1996 
                                         ---------     --------- 
                                          (Dollars in Thousands) 
 
Balance at beginning of period           $   1,424     $   1,379 

Charge-offs:
  Commercial loans, leases, and
     commercial real estate                    -0-           -0-
  One-to-four family                           -0-           -0- 
  Consumer                                     717           720 
                                         ---------     --------- 
    Total                                      717           720 
                                         ---------     --------- 

Recoveries:
  Commercial loans, leases, and
     commercial real estate                    -0-           -0-
  One-to-four family                           -0-           -0- 
  Consumer                                      29            63 
                                         ---------     --------- 
    Total                                       29            63 
                                         ---------     --------- 
 
Net charge-offs                                688           657 

Additions charged to                                             
  operations                                   753           532 
                                         ---------     --------- 
Balance at end of period                 $   1,489     $   1,254 
 
Ratio of net charge-offs during 
  the period to average loans 
  outstanding during the period              0.19%         0.20% 
 
Ratio of allowance to non- 
  performing loans                           1.52x         1.63x 
 

NET INTEREST INCOME AFTER PROVISION FOR POSSIBLE LOAN LOSSES.  Net 
interest income after provision for possible loan losses increased by 
$1,355,000 or 24.3% to $6,924,000 for the six month period ended June 
30, 1997 as compared to $5,569,000 for the six month period ended June 
30, 1996.  The average net interest rate spread for the six months ended 

<PAGE>23
June 30, 1997 was 2.42% compared to 1.52% for the same period in 1996. 
 
NON-INTEREST INCOME.  Non-interest income decreased by $1,362,000 or 41.7% 
to $1,903,000 for the six month period ended June 30, 1997 from $3,265,000 
for the same period in 1996.  Without consideration of the securities gains of 
$874,000 for 1997 from the sale of thrift and commercial bank stocks in the 
holding company and the $2,507,000 in net gains for 1996 from the sale of 
mortgage-backed securities as part of the balance sheet restructuring program,
non-interest income increased by $271,000. This increase in non-interest 
income can be attributed to recognition of loan related charges and servicing 
fees, which increased $141,000 or 36.6%, from $385,000 for the six months 
ended June 30, 1996, to $526,000 for the six month period ended June 30, 1997.  

Deposit related fees and charges increased $133,000 or 51.4%, from 
$259,000 for the first six months of 1996 to $392,000 for the same 
period in 1997, as there was a general increase in fees charged for 
various Bank services and expansion in the base of transaction accounts. 

NON-INTEREST EXPENSE.  Non-interest expense was $5,309,000 for the six 
months ended June 30, 1997, compared to $5,407,000 for the same period 
in 1996, a decrease of $98,000 or 1.8%.  During the second quarter of 1996, 
a non-recurring expense was recorded for $148,000, representing the final 
unfunded liability as a result of the termination of the Defined Benefit 
Plan.  Without giving consideration to this item, non-interest expense 
increased $50,000 or less than one percent.
  
The largest increase in expense was mostly due to advertising and name 
change expenses.  The expenses related to renaming the Company and the Bank 
from FirstFed Bancshares, Inc. and First Federal Bank for Savings to CoVest
Bancshares, Inc. and CoVest Banc and the presentation of the new name to the 
community.  The largest decrease in expenses was in Federal Deposit Insurance 
Premiums as a result of the special assessment that took place on 
September 30, 1996. 

INCOME TAX EXPENSE.  Income tax expense remained relatively unchanged between 
the two periods.


<PAGE>24

CHANGE IN ACCOUNTING PRINCIPLES and OTHER REGULATORY ISSUES 
----------------------------------------------------------- 

SFAS NO. 125

Financial Accounting Standard No. 125, "Accounting for Transfers and 
Servicing of Financial Assets and Extinguishment of Liabilities," was
issued by the Financial Accounting  Standards Board ("FASB") in 1996.  It 
revises the accounting for transfers of financial assets, such as loans and 
securities, and for distinguishing between sales and secured borrowings.  It
is effective for some transactions in 1997 and others in 1998.  The effect 
on the financial statements is not material.


SFAS NO. 128

On March 3, 1997, the FASB issued Statement No. 128, "Earnings Per Share,"
which is effective for financial statements effective December 31, 1997.
Basic earnings per share for 1997 and later will be calculated solely on 
average common shares outstanding.  Diluted earnings per share will reflect
the potential dilution of stock options and other common stock equivalents.
All prior calculations will be restated to be comparable to the new methods.
As the Company has not had significant dilution from stock options, the new
calculation methods will not significantly effect its future basic earnings
per share and diluted earnings per share.


REGULATORY ISSUES 

Legislation has been approved by the Committee on Banking and Financial 
Services of the U.S. House of Representatives that would eliminate the 
federal thrift charter by requiring each federal thrift to convert to a 
national or state bank within two years following enactment of the 
legislation.  Any federal thrift that failed to convert to a bank within 
such two year period  would, by operation of law, become a national bank 
as of the second anniversary of the enactment of the legislation.  Because 
the Bank completed its conversion to a national bank on August 1, 1997, this 
aspect of the pending legislation will have no impact on the operations of 
the Company or its subsidiaries.

The pending legislation would also allow bank holding companies to engage in a 
wider range of nonbanking activities, including greater authority to engage in 
securities and insurance activities.  The expanded powers generally would be 
available to a bank holding company only if the bank holding company and its 
bank subsidiaries remain well-capitalized and well-managed, and if each of the 
depository institution subsidiaries of the bank holding company had received 
at least a "satisfactory" rating under the Community Reinvestment Act.  The 
proposed legislation would also impose various restrictions on transactions
between the depository institution subsidiaries of the bank holding companies
and their nonbank affiliates.  These restrictions are intended to protect the
depository institutions from the risks of the new nonbanking activities 
permitted to such affiliates.

<PAGE>25
At this time the Company is unable to predict whether the pending legislation
will be enacted and, therefore, is unable to predict the impact the 
legislation will have on the Company and its subsidiaries.

Additionally, legislation has been enacted in Illinois that would generally 
allow banks, effective October 1, 1997, to engage in insurance activities, 
subject to various conditions including requirements for the manner in which 
insurance products are marketed to bank customers and requirements that banks
selling insurance provide certain disclosures to customers.  Legislation has 
also been enacted in Illinois that would prohibit out-of-state banks from 
acquiring a bank located in Illinois unless the Illinois-based bank has been
in existence and continuously operated for a period of at least five years.



<PAGE>26

                        PART II - OTHER INFORMATION 
 
                         COVEST BANCSHARES, INC. 
 
ITEM 1.  LEGAL PROCEEDINGS 
 
         There are no material pending legal proceedings to which 
         the Company or any of its subsidiaries is a party other 
         than ordinary routine litigation incidental to their 
         respective businesses. 
 
ITEM 2.  CHANGES IN SECURITIES 
 
         None



ITEM 3.  DEFAULTS UPON SENIOR SECURITIES 
 
         None 
 

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  
 
On April 22, 1997, the annual meeting of stockholders was held.   
At the meeting, an amendment to the Certificate of 
Incorporation to change the name of the Company to CoVest 
Bancshares, Inc. was approved.  In addition, John A. Flink, 
Larry G. Gillie and Frank A. Svoboda, Jr. were elected to serve 
as Class II directors with terms expiring in 2000.  Continuing 
as Class I directors, with terms expiring in 1999, are George 
T. Drost, David E. Spiegler and David M. Miller.  Continuing as 
Class III directors, with terms expiring in 1998, are Donald J. 
Cameron, Gerald T. Niedert, David B. Speer and Thomas TenHoeve.  
The stockholders also ratified the appointment of Crowe Chizek 
& Company, L.L.P. as the Company's independent public 
accountants for the year ending December 31, 1997.  Further, 
the stockholders approved an amendment to the Certificate of 
Incorporation of the Company to increase the number of 
authorized shares of Common Stock, $.01 par value per share, 
from 5,000,000 to 7,500,000.

         There were 3,406,616 issued and outstanding shares of 
         Common Stock at the time of the annual meeting.  2,120,314 
         shares were voted at the meeting.  The voting on each item 
         presented at the annual meeting was as follows:


         ELECTION OF DIRECTORS          FOR          WITHHELD
         ---------------------       ---------       --------
         John A. Flink                 2,109,089      11,225
         Larry G. Gillie               2,096,023      24,291
         Frank A. Svoboda, Jr.         2,109,089      11,225


<PAGE>27

         RATIFICATION OF ACCOUNTANTS
         ---------------------------
                                                         BROKER 
            FOR            AGAINST        ABSTAIN      NON-VOTES
         ---------         -------        -------      ---------
         1,868,803          2,364          7,173          -0-
 
         AMENDMENT TO CERTIFICATE OF INCORPORATION TO CHANGE NAME
         --------------------------------------------------------

                                                         BROKER
             FOR            AGAINST        ABSTAIN      NON-VOTES
         ---------         -------        -------      ---------
         1,882,353          215,577         22,384         -0-



         AMENDMENT TO CERTIFICATE OF INCORPORATION TO INCREASE SHARES
         ------------------------------------------------------------

                                                         BROKER
             FOR            AGAINST        ABSTAIN      NON-VOTES
         ---------         -------        -------      ---------
         1,887,101          233,288         9,925         -0-



ITEM 5.  OTHER INFORMATION 
 
On June 2, 1997, the Company's name changed from FirstFed  
Bancshares, Inc. to CoVest Bancshares, Inc. and the symbol on 
the NASDAQ changed from "FFDP" to "COVB" in accordance with 
approval by the stockholders at the annual meeting held on 
April 22, 1997.  The stockholders further approved an increase 
in the number of authorized shares of Common Stock from 
5,000,000 to 7,500,000. 
 
 
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K 

         EXHIBITS 
         None

         REPORTS ON FORM 8-K
        (a) A report on Form 8-K was filed on April 22, 1997 to 
        report the change of the name of the Company to CoVest 
        Bancshares, Inc., effective June 2, 1997. The Form 8-K also 
        reported stockholder approval of an increase in the number of 
        authorized shares of common stock, $.01 par value per share, 
        from 5,000,000 to 7,500,000. 

<PAGE>28
  
        b) A report on Form 8-K was filed on May 28, 1997, to report 
        under Item 5 that the Company announced a regular quarterly 
        dividend to the stockholders of FirstFed Bancshares, Inc. 
        Common Stock.
 
        c)  A report on Form 8-K was filed on June 23, 1997, to report
        under Item 5 that the Company had completed the Stock Repurchase
        Program dated January 18, 1997, and to announce a new Stock Repurchase 
        Program.
 
 

<PAGE>29

                                SIGNATURES 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, 
the registrant has duly caused this report to be signed on its 
behalf by the undersigned thereunto duly authorized. 
 
                                          COVEST BANCSHARES, INC. 
 
 
Date:   August 14, 1997              By:     /s/ Larry G. Gillie
      -----------------                 --------------------------- 
                                             Larry G. Gillie 
                                             President and 
                                             Chief Executive Officer 
                                                                      
                                                                     
Date:   August 14, 1997              By:     /s/ Paul A. Larsen
      -----------------                 --------------------------- 
                                             Paul A. Larsen 
                                             Senior Vice President, 
                                             Treasurer and 
                                             Chief Financial Officer