<PAGE>1 
                                 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  
      March 31, 1997                           0-20160  
 
                        ----------------------------- 
  
                         FIRSTFED 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 May 12, 1997, the Registrant had issued and outstanding
3,406,616 shares of the Registrant's Common Stock, par value $.01 
per share.  In addition, 408,910 shares were being held as treasury stock.  
  
 







 
<PAGE>2  
  
                       FIRSTFED 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..............12  
  
PART II.  OTHER INFORMATION  
 
          Item 1.   Legal Proceedings.....................22 
          Item 2.   Changes in Securities.................22  
          Item 3.   Defaults upon Senior Securities.......22  
          Item 4.   Submission of Matters to a Vote  
                       of Security Holders................22  
          Item 5.   Other Information.....................22  
          Item 6.   Exhibits and Reports of Form 8-K......22  
  
  
          Form 10-Q Signatures............................23  
  
  
  
  
  
  
  
  
  
 
 
 
 
 
 
 
 






<PAGE>3 
PART 1.   FINANCIAL INFORMATION 
Item 1.   Condensed Consolidated Financial Statements  
          see notes to condensed consolidated financial statements 
          (unaudited) 
 
FIRSTFED BANCSHARES, INC. 
CONSOLIDATED STATEMENTS OF CONDITION 
(Unaudited)                                            MAR. 31,     DEC. 31,  
(Dollars in thousands except                            1997         1996    
   per share amounts)                                 ---------    ---------  
ASSETS  
------  
CASH AND CASH EQUIVALENTS: 
  Cash and Amounts Due from  
    Depository Institutions                            $  9,718     $ 12,837    
  Federal Funds Sold                                        -0-          -0- 
                                                      ---------    ---------   
TOTAL CASH AND CASH EQUIVALENTS                           9,718       12,837   

INVESTMENTS:  
  Securities Available-for-Sale                          61,366       53,751    
  Mortgage-Backed Securities and 
    Related Securities Available- 
    for-Sale                                            108,821      111,935    
  Federal Home Loan Bank Stock                            7,190        7,190    
                                                      ---------    ---------   
TOTAL INVESTMENTS                                       177,377      172,876   
LOANS RECEIVABLE:  
  Mortgage Loans                                        257,452      253,473    
  Commercial Loans, Leases and
    Commercial Real Estate Loans                         34,517       29,596    
  Consumer Loans                                         57,250       56,900    
                                                      ---------    ---------   
    TOTAL LOANS RECEIVABLE                              349,219      339,969    
  Less Allowance for Possible Loan Losses              (  1,513)    (  1,424)   
                                                      ---------    ---------   
LOANS RECEIVABLE, NET                                   347,706      338,545    
 
ACCRUED INTEREST RECEIVABLE                               4,545        3,608    
PREMISES AND EQUIPMENT                                    9,775        9,859    
OTHER ASSETS                                              3,437        3,444    
                                                      ---------    ---------   
TOTAL ASSETS                                           $552,558     $541,169    
                                                      =========    =========   


<PAGE>4 
                                                       MAR. 31,     DEC. 31,  
                                                         1997         1996    
                                                      ---------    ---------  
LIABILITIES AND STOCKHOLDERS' EQUITY  
------------------------------------  
LIABILITIES:  
  Deposits                                             $406,798     $402,090    
  Short-Term Borrowings 
    Sold U/A to Repurchase                               61,687       53,690    
  Long-Term Advances from Federal 
    Home Loan Bank                                       25,000       25,000    
  Advances from Borrowers for 
    Taxes and Insurance                                   2,183        3,724    
  Accrued Expenses and Other Liabilities                  7,536        6,721    
                                                      ---------    ---------   
TOTAL LIABILITIES                                       503,204      491,225    
 
STOCKHOLDERS' EQUITY: 
  Common Stock, par value $.01 per share; 
    5,000,000 authorized shares; 3,406,616 
    and 3,406,616 shares issued at 
    3/31/97 and 12/31/96 respectively                        34           34    
  Additional Paid-in Capital                             22,155       22,155    
  Retained Earnings                                      34,804       33,990    
  Treasury Stock, at cost, 389,010 
    and 343,300 shares held at 
    3/31/97 and 12/31/96 respectively                  (  6,649)    (  5,838)   
  ESOP Loan                                            (    825)    (    858)   
  Unearned Stock Award                                 (     73)    (     73)   
  Unrealized Gain (Loss) on Assets 
    Available-for-Sale                                 (     92)         534    
                                                      ---------    ---------   
TOTAL STOCKHOLDERS' EQUITY                               49,354       49,944    
                                                      ---------    ---------   
TOTAL LIABILITIES AND 
STOCKHOLDERS' EQUITY                                   $552,558     $541,169    
                                                      =========    =========   
 
 
 
 
 



<PAGE>5 
FIRSTFED BANCSHARES, INC. 
CONSOLIDATED STATEMENTS OF INCOME            THREE MONTHS ENDED 
(Unaudited)                                 MAR. 31,     MAR. 31, 
(Dollars in thousands)                       1997         1996 
                                           ---------    --------- 
INTEREST INCOME 
  Loans Receivable                          $ 6,638      $ 6,448 
  Mortgage-Backed and Related Securities      1,936        3,097 
  Securities                                    959          792 
  Other Interest and Dividend Income            145          346 
                                           ---------    --------- 
  Total Interest Income                       9,678       10,683 
INTEREST EXPENSE 
  Deposits                                    4,740        6,119 
  Advances from Federal Home Loan Bank          908        1,360 
  Other Borrowed Money                          208          105 
                                           ---------    --------- 
  Total Interest Expense                      5,856        7,584 
NET INTEREST INCOME                           3,822        3,090 
  Provision for Possible Loan Losses            351          190 
NET INTEREST INCOME AFTER PROVISION        ---------    --------- 
  FOR POSSIBLE LOAN LOSSES                    3,471        2,909 
NON-INTEREST INCOME 
  Loan Charged and Servicing Fees               267          205 
  Deposit Related Charges and Fees              178          118 
  Gain on Sale of Securities                    563        2,507 
  Insurance and Annuity Commissions              15           40 
  Other                                          48           16 
                                           ---------    --------- 
TOTAL NON-INTEREST INCOME                     1,071        2,886 
NON-INTEREST EXPENSE 
  Compensation and Benefits                   1,218        1,190 
  Occupancy and Equipment                       395          370 
  Federal Insurance Premium                       7          266 
  Data Processing                               206          213 
  Advertising                                    43           48 
  Other                                         644          629 
                                           ---------    --------- 
TOTAL NON-INTEREST EXPENSE                    2,513        2,716 
INCOME BEFORE TAXES                           2,029        3,079 
  Income Tax Provision                          712        1,121 
                                           ---------    --------- 
NET INCOME                                  $ 1,317      $ 1,958 
                                           =========    ========= 









<PAGE>6 
FIRSTFED BANCSHARES, INC. 
CONSOLIDATED STATEMENTS OF CASH FLOWS        THREE MONTHS ENDED 
(Unaudited)                                 MAR. 31,     MAR. 31, 
(Dollars in thousands)                        1997         1996 
                                           ---------    --------- 
OPERATING ACTIVITIES 
  Net Income                                $ 1,317      $ 1,958 
  Adjustments to Reconcile Net Income to 
   Cash Provided by Operating Activities 
    Depreciation and Amortization of 
      Premises and Equipment                    181          172 
    Provision for Possible Loan Losses          351          190 
    Net (Gain) on Sale of Securities       (    563)     ( 2,507) 
    Stock Award Earned                          -0-            3 
    Change In: 
      Prepaid Expenses and Other Assets         448      (   277) 
      Accrued Interest Receivable          (    937)     ( 1,594) 
      Accrued Expenses and Other Liabilities    770        1,052 
                                           ---------    --------- 
NET CASH FROM OPERATING ACTIVITIES            1,567      ( 1,003) 
 
CASH FLOWS FROM INVESTING ACTIVITIES 
  Loan Originations, Net of Principal 
    Payments                               (  9,512)         370 
  Principal Payments on Mortgage-Backed 
    and Related Securities                    2,860       12,431 
  Purchases of Mortgage-Backed and 
    Related Securities                           -0-     (99,784) 
  Purchases of Securities                  (  9,977)     ( 4,623) 
  Proceeds from Sales and Maturities 
    of Securities                             2,157       97,154 
  Purchase of Federal Home Loan Bank Stock      -0-      ( 1,025) 
  Redemption of Federal Home Loan 
    Bank Stock                                  -0-        1,216 
  Purchase of Office Properties and  
    Equipment                              (     97)     (    92) 
                                           ---------    --------- 
NET CASH FROM INVESTING ACTIVITIES         ( 14,569)       5,647 
 














<PAGE>7 
 
 
                                             THREE MONTHS ENDED 
                                            MAR. 31,     MAR. 31, 
                                              1997         1996 
                                           ---------    --------- 
CASH FLOWS FROM FINANCING ACTIVITIES 
  Net Increase in NOW Accounts, Money Markets, 
    Passbooks, Savings and Certificates of 
    Deposit                                   4,708        1,420 
  Net Repayments of Federal Home Loan Bank 
    Advances                               (    -0-)    ( 13,500) 
  Proceeds from Other Borrowings              7,997       16,456 
  Net Change in Mortgage Escrow Funds      (  1,541)    (  2,540) 
  Purchase of Common Stock Net of  
    Proceeds from Exercise of Stock Options(  1,011)    (  1,349) 
  Payment Received on Loan to ESOP               33           23 
  Dividend Paid, Net of Dividend 
    Reinvestment Program                   (    303)    (    228) 
                                           ---------    --------- 
NET CASH FROM FINANCING ACTIVITIES            9,883          282 
                                           ---------    --------- 
 
NET INCREASE (DECREASE) IN CASH AND 
  CASH EQUIVALENTS                         (  3,119)       4,926 
 
CASH AND CASH EQUIVALENTS, BEGINNING         12,837       19,198 
                                           ---------    --------- 
CASH AND CASH EQUIVALENTS, ENDING           $ 9,718      $24,124 
                                           =========    ========= 
  
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION 
  Interest Paid                             $ 7,681      $ 7,584 
  Income Taxes Paid                             -0-          -0- 
 
 
 
 
 
 
 
 
 
 
<PAGE>8
 
<TABLE>
 
FIRSTFED BANCSHARES, INC. 
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY 
(Unaudited) 
(Dollars in thousands) 
Three months ended March 31, 1997 and 1996 
<CAPTION>                                                                                                             
                                                                                                    UNREALIZED
                                                                                                      LOSS ON
                                            ADDITIONAL                                    UNEARNED    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                                                1,958                                                  1,958 
                                                                                                                        
Cash Dividends ($.0667 per share)                       (   228)                                                (  228) 
                                                                                                                        
Purchase of Treasury Stock                                         ( 1,413)                                     (1,413) 
                                                                                                                        
Principal Payment on ESOP Loan                                                      23                              23 
                                                                                                                        
Treasury Stock Reissued in Conjunction                                                                                 
  with Stock Option Exercises                           (    54)       118                                           64 
                                                                                                                       
Amortization of Stock Award                                                                    3                      3 
                                                                                                                       
Change in Unrealized Loss on Assets                                                                                     
  Available-for-Sale                                                                                 ( 1,799)    1,799) 
----------------------------------------------------------------------------------------------------------------------- 
                                                                                                                        
Balance at March 31, 1996             $28    $27,229    $41,049   ($10,692)    ($1,175)    ($ 94)    ($   60)   $56,285 
======================================================================================================================== 
                                                                                                                        
Balance at December 31, 1996          $34    $22,155    $33,990   ($ 5,838)    ($  858)    ($ 73)     $  534    $49,944

                                                                                                                        
Net Income                                                1,317                                                   1,317 
                                                                                                                        
Cash Dividends ($.10 per share)                         (  303)                                                 (   303) 
                                                                                                                        
Purchase of Treasury Stock                                         ( 1,371)                                     ( 1,371) 
                                                                                                                        
Principal Payment on ESOP Loan                                                      33                               33 
                                                                                                                        
Treasury Stock Reissued in Conjunction                                                                                  
  with Stock Option Exercises                           (  200)        560                                          360 
                                                                                                                        
                                                                                                                        
Change in Unrealized Loss on Assets                                                                                     
  Available-for-Sale                                                                                  (   626)  (   626) 
----------------------------------------------------------------------------------------------------------------------- 
                                                                                                                        
Balance at March 31, 1997             $ 34    $22,155    $34,804   ($6,649 )   ($  825)    ($ 73)     ($   92)  $49,354
 
======================================================================================================================== 
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
<PAGE>9 
 
<TABLE>
 
FIRSTFED BANCSHARES, INC. 
AVERAGE BALANCE SHEET 
(Unaudited) 
(Dollars in thousands) 
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 
                                ----------------------------------------------------------------------------------------   
                                             MARCH 31, 1997                                   MARCH 31, 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                  $252,894        $4,706           7.44%           $275,799        $ 5,123         7.43%   
  Commercial Loans, Leases and
    Commercial Real Estate Loans    31,595           623           7.89               2,327             50         8.55    
  Consumer Loans                    57,601         1,309           9.09              53,532          1,275         9.53    
  Mortgage-Backed and                                                                                                      
    Related Securities             110,465         1,936           7.01             200,336          3,097         6.18    
  Investment Securities             59,476           964           6.48              62,183            996         6.41    
  Other Investments                 10,249           140           5.46               8,947            142         6.19    
                                -----------------------------------------        ---------------------------------------   
                                                                                                                           
Total Interest-Earning Assets     $522,280        $9,678           7.41%           $603,124        $10,683         7.09%

                                                                                                                           
Non-Interest Earning Assets         18,920                                           20,124                                
                                -----------------------------------------        ---------------------------------------   
                                                                                                                           
TOTAL ASSETS                      $541,200                                         $623,248                                
                                =========================================       ========================================   
                                                                                                                           
INTEREST-BEARING LIABILITIES:                                                                                              
  Interest-Bearing Checking       $ 21,551        $    95           1.76%          $ 22,396        $   100         1.79%   
  Money Market & Savings           110,201            930           3.38             80,003            516         2.59    
  Certificates of Deposit          262,769          3,715           5.66            346,231          5,503         6.41    
  FHLB Advances                     61,378            907           5.91             90,392          1,360         5.95    
  Other Borrowed Funds              15,988            209           5.23              8,062            105         5.17    
                                -----------------------------------------        ---------------------------------------   
                                                                                                                           
Total Interest-Bearing                                                                                                     
  Liabilities                     $471,887        $ 5,856           4.96%          $547,064        $ 7,584         5.56%   
                                                                                                                           
Non-Interest Bearing                                                                                                       
  Deposits                          10,029                                            8,930                                
                                                                                                                           
Other Liabilities                    9,425                                           10,253                                
                                -----------------------------------------        ---------------------------------------   
                                                                                                                           
TOTAL LIABILITIES                 $491,341                                         $566,267                                
                                -----------------------------------------        ---------------------------------------   
                                                                                                                           
Stockholders' Equity                49,859                                           56,981                                
                                -----------------------------------------        ---------------------------------------   
TOTAL LIABILITIES AND                                                                                                      
  STOCKHOLDERS' EQUITY            $541,200                                         $623,248                                
                                =========================================        =======================================   
                                                                                                                           
NET INTEREST INCOME                               $ 3,822                                         $ 3,099                  
                                -----------------------------------------        ---------------------------------------   
NET INTEREST RATE SPREAD (1)                                        2.45%                                         1.53%    
                                -----------------------------------------        ---------------------------- ----------  
NET INTEREST MARGIN (2)                                             2.93%                                         2.05%    
                                -----------------------------------------        ---------------------------------------   
 
 
 
(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
 
                       FIRSTFED 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 ended  
March 31, 1997 are not necessarily indicative of results that  
may be expected for the entire year ended 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 FirstFed Bancshares, Inc. (the "Company"),  
including its wholly owned subsidiary, First Federal Bank (the  
"Bank"), as of March 31, 1997 and December 31, 1996, the results of  
the Company's operations for the three months ended March 31, 1997  
and 1996, its cash flows for the three months ended March 31, 1997  
and 1996, its changes in stockholders' equity for the three months  
ended March 31, 1997 and 1996, and its average balance sheet for the  
three months ended March 31, 1997 and 1996. 
 
Certain amounts in prior condensed consolidated financial statements  
have been reclassified to conform with the March, 1997 presentation.  
 
(2)        Plans to Convert Charter and Change Name  
  
Management has filed an application on April 21, 1997 to convert 
to a national bank charter and change the name of the Bank to  
CoVest Banc, National Association.  The Thrift Holding Company, FirstFed 
Bancshares, Inc., will change to a Bank Holding Company known as CoVest  
Bancshares, Inc., and will be regulated by the Federal Reserve.  The  
symbol for the Holding Company on the NASDAQ exchange, which is currently  
"FFDP", will change on June 2, 1997 to "COVB".   The ownership and  
management of the Holding Company and Bank remain the same. 
  
 

<PAGE>11

(3)          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 March 31, 1997, the Bank's  
capital requirements under FIRREA and its actual capital ratios.  As  
of March 31, 1997, the Bank exceeded all current minimum regulatory  
capital requirements.  
 
                                     BANK ONLY 
               ---------------------------------------------------- 
                    Actual         Regulatory        Excess Above  
                   Capital        Capital Req.       Capital Req.  
               Amount     %     Amount      %      Amount     %     
               -------  ------  -------   -----    -------   ------ 
                              (Dollars in Thousands)                
 
Risk-Based     $44,868  16.51% $21,744    8.00%    $23,124    8.51% 
Core Capital    43,355   7.89   16,500    3.00      26,855    4.89  
Tang. Capital   43,355   7.89    8,247    1.50      35,108    6.39  
 
(4)          Earnings Per Share of Common Stock  
  
Primary and fully diluted earnings per share for the quarter were  
computed by dividing net income by 3,268,009 and 3,283,721  
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.   
  
(5)          Stock Repurchase Program  
  
On January 28, 1997, the Company announced the completion of the 
Stock Repurchase Program dated December 23, 1996.  A total of 200,000 
shares were repurchased at an average price of $17.09.  The Company's  
Board of Directors also announced a new Stock Repurchase Program 
enabling the Company to repurchase up to 100,000 shares of its 
outstanding stock in the open market and/or through privately 
negotiated transactions, to be used for the issuance of shares in  
connection with the exercises of previously granted stock options. 
 
As of May 12, 1997, 64,700 shares had been repurchased at an average 
price of $17.67. 



<PAGE>12

ITEM 2.	Management's Discussion and Analysis of Financial  
Condition and Results of Operations  
 
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 or 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. 
 
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 loans secured by commercial real estate loans,  
mortgages on one-to-four family residences, and consumer loans.   
The Bank's deposit accounts are insured to the maximum allowable by  
the Federal Deposit Insurance Corporation (the "FDIC").  


<PAGE>13
  
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.  
  
 
FINANCIAL CONDITION  
-------------------  
Total consolidated assets of the Company remained relatively 
constant at $552.6 million at March 31, 1997, an increase of $11.4  
million or 2.1% from the December 31, 1996 balance of $541.2  
million.   
  
Total loans receivable increased by $9.2 million or 2.7% from 
$340 million at December 31, 1996, to $349.2 million at March 31, 
1997.  Loans originated during the three month period ended 
March 31, 1997 were $25.4 million, of which 41% were  
commercial loans, leases, and commercial real estate loans,  
and 35% were first-mortgage loans and 24%  were consumer  
loans.  Loans originated for the three months ended March 31, 1996  
were $21.9 million, of which 4% were commercial loans, leases, 
and commercial real estate loans, 56% were first-mortgage loans and 
40% were consumer loans.   
  
Securities Available-For-Sale increased $7.6 million as additional  
U.S. Treasury securities were purchased to reduce the state tax 
liability. 
 
Mortgage-backed and other mortgage-related securities decreased $3.1 
million from December 31, 1996.  These principal payments were used 
to purchase the treasury securities mentioned before. 
 

<PAGE>14
 
Deposits increased to $406.8 million at March 31, 1997, from $402.1  
million at December 31, 1996, an increase of $4.7 million or 1%.   
Most of this increase has been 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 in the bond market. 
  
Short-term borrowings (due within one year) increased $8.0 million  
from the December 31, 1996 balance of $53.7 million to $61.7 million  
at March 31, 1997.  This increase was needed to provide additional  
floating rate funding for the commercial real estate loans. 
 
Book value per common share increased to $16.36 at March 31, 1997  
from $16.30 at December 31, 1996.  
  
Total non-performing loans as of March 31, 1997 increased to 
$1,281,000 or 0.23% of total assets.  At December 31, 1996, 
non-performing loans were $856,000 or 0.16% of total assets. 
Although the level of non-performing loans has increased, it is  
below the average rate of .57 percent experienced by the other  
358 thrifts in the Bank's peer group during 1996.  Management 
believes the allowance for possible loan losses to be adequate.   
Furthermore, .69% of non-performing loans are single family  
mortgages, and the Bank has not incurred a loss on single family 
mortgages for a least the last six years. 
 
 
 
The following table sets forth the amounts and categories of non-  
performing loans.  

                                      Mar. 31, 1997    Dec. 31, 1996  
                                      -------------    -------------  
                                          (Dollars in Thousands)      
Non-performing loans:  
  Commercial Loans, Leases and
       & Commercial Real Estate        $       -0-     $     -0- 
  One-to-four family                           887           599      
  Consumer                                     394           257      
                                      -------------    -------------  
  Total non-performing loans           $     1,281     $     856      
  
Total non-performing loans as  
  percentage of net loans                      .37%          .22%  
  
Total non-performing loans as  
  percentage of total assets                   .23%          .16%  
  



<PAGE>15

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 March 31, 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 from in operating activities, primarily interest 
paid on deposits and borrowed money less interest and dividends 
received, was $1.6 million for the three months ended March 31, 1997. 
Net cash used in investing activities was $14.6 million for the three  
months ended March 31, 1997.  Purchases of investment securities and  
loan originations amounted to $19.5 million, and securities sales and  
principal repayments were $5 million.  Net cash provided by financing  
activities amounted to $10 million for the three months ended March 31,  
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 March 31, 1997, the Company had commitments  
to originate loans totaling $13 million, and its customers had  
approved but unused lines of credit totaling $61.3 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 March 31, 1997, the Bank had core and tangible capital of $43.4  
million or 7.89% of adjusted total assets, which was approximately  
$26.9 million and $35.1 million above the minimum capital  

<PAGE>16

requirements in effect on that date of 3.0% and 1.5%, respectively,  
of adjusted total assets.  On March 31, 1997, the Bank had total  
risk-based capital of $44.9 million (which included $43.4 million 
in core capital), or 16.51% of risk-weighted assets of $271.8 million. 
This amount was approximately $23.1 million above the 8.0% total 
risk-based capital requirement in effect on that date.   
 
SELECTED RATIOS  
---------------  
Earnings per common share was $.40 for the first quarter of 
1997 versus $.53 for the first quarter of 1996. 
 
For the three months ended March 31, 1997, the Company's return on  
average common equity was 10.73%, the return on average assets was 
0.96%, and the efficiency ratio (non-interest expense divided by  
the sum of non-interest income and net interest income) was 50.43%. 
For the three months ended March 31, 1996, the return on average  
common equity was 13.76% and the return on average assets was 1.24%, 
with the efficiency ratio of 45.38%. 
 
 
 
 
 
 
<PAGE>17
 
 
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997  
---------------------------------------------------------------  
AND 1996  
--------  
 
GENERAL.  Net income for the three months ended March 31, 1997 was  
$1,317,000 compared to $1,958,000 for the three months ended 
March 31, 1996. The first quarter of 1996 included gains from the 
sale of securities of $2,507,000.  Contributing to the results were 
a $732,000 increase in net interest income, which was 24% greater 
than the first quarter of 1996, plus a $129,000 increase in non-interest  
income before security gains, coupled with a decrease in non-interest 
expenses of 7 percent or $203,000.  This was offset by an increase 
in the provision for possible loan losses of $161,000 and a decrease 
in the gains on securities sold by almost $2 million pre-tax. 
  
INTEREST INCOME.  The Company's interest income totaled $9.7 million 
for the first three months of 1997 versus $10.7 million for the same  
period in 1996.  This decline in interest income was the result of a  
decrease in the volume of earning assets by 13.4 percent, which  
equates to almost $81 million.  The change in volume was partially 
offset by an increase in the average yield on interest-earning  
assets from 7.09 percent in the first quarter of 1996 to 7.41 percent 
in the first quarter of 1997.  Both of these factors were the result 
of the balance sheet restructuring in the Bank, which has been 
underway since the fourth quarter of 1995, when $116 million in 
fixed rate mortgages were securitized and $94 million were  
subsequently sold in the first quarter of 1996.  An additional 
$61 million of fixed rate first mortgages were securitized in the 
fourth quarter of 1996, but none have yet been sold.  These  
securities will gradually be converted to higher yielding commercial 
and commercial real estate loans. 
 
INTEREST EXPENSE.  Interest expense decreased by $1.7 million 
or 22.8 percent to $5.9 million for the three month period  
ended March 31, 1997 as compared to $7.6 million for the same period 
in 1996.  This was the result of a 13.7 percent decrease in average  
interest-bearing liabilities, from $547.1 million for the quarter  
ended March 31, 1996 to $471.9 million for the quarter ended March 31,  
1997.  The volume of interest-bearing deposits decreased by $54.1 
million.  Most of this change was the result of reducing the volume 
of certificates of deposit upon the maturity of the 18 month 
certificates which matured in September of 1996 and carried a rate  
of 7.8 percent.  The volume increased in Preferred Money Market  
accounts which partially offset the decrease in fixed rate deposits. 


<PAGE>18

The volume of borrowed money also decreased by over $21 million. 
The cost of total interest-bearing liabilities for the three months  
ended March 31, 1997 was 4.96% compared to 5.56% for the three months  
ended March 31, 1996, a decrease of 60 basis points. 
 
The net interest margin increased from 2.05% for the first quarter  
of 1996 to 2.93% for the first quarter of 1997.  At the same time,  
the net interest spread increased from 1.53 percent for the first 
quarter of 1996 to 2.45 percent during the first quarter of 1997. 
 
PROVISION FOR POSSIBLE LOAN LOSSES.  The provision for possible loan  
losses for the quarter ended March 31, 1997, included $300,000 for 
credit cards and $51,000 for commercial and commercial real estate  
loans.  This compares to the $190,000 provision booked in the first  
quarter of 1996, when $180,000 was provided for credit cards and  
$10,000 was provided for commercial real estate lending.  Charge-offs  
related to credit cards totaled approximately $240,000 for the quarter  
just ended, and of that total approximately $150,000 was the result of  
bankruptcies by borrowers.  This experience is consistent with the  
results in prior periods and based upon current experiences of other  
credit card lenders, losses will probably continue at this level 
for the near term. Management regularly conducts a review of its loan  
portfolios, write-off experiences and adequacy of allowances 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  
                                          Mar. 31,      Mar. 31,  
                                           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                                   276             356  
                                         ---------     ---------  
    Total                                    276             356  
                                         ---------     ---------  
Recoveries:                                                       
  Commercial Loans, Leases
    and Commercial Real Estate Loans         -0-             -0- 
  One-to-four family                         -0-             -0-  


 
<PAGE>19

 Consumer                                    14              39  
                                         ---------     ---------  
    Total                                    14              39  
                                         ---------     ---------  
 Net charge-offs                            262             317 
Additions charged to                                              
  operations                                351             190  
                                         ---------     ---------  
Balance at end of period                $ 1,513        $  1,252  
Ratio of net charge-offs during  
  the period to average loans  
  outstanding during the period            0.08%           0.10%  
Ratio of allowance to non-  
  performing loans                          1.18x           1.46x  
  
NET INTEREST INCOME AFTER PROVISION FOR POSSIBLE LOAN LOSSES.  Net  
interest income after provision for possible loan losses increased  
by $562,000 or 19.3% to $3,471,000 for the three month period ended  
March 31, 1997 as compared to $2,909,000 for the three month period  
ended March 31, 1996.  
  
NON-INTEREST INCOME.  Non-interest income excluding securities gains  
increased by 34 percent or $129,000 as more fees were generated from 
both loan and deposit customers. 
 
Securities gains decreased from $2,507,000 from the first quarter of 
1996 to $563,000 in the first quarter of 1997.  The gain on  
securities in the first quarter of 1996 was the result of balance 
sheet restructuring which saw fixed rate mortgage-backed securities, 
which had been generated as first mortgages by the Bank, sold and  
replaced by floating rate mortgage-backed securities and commercial 
real estate loans.  The gain on securities for the first quarter of 
1997 was generated from thrift and commercial bank stocks which were 
held in the securities portfolio of the Company as temporary  
investments.  When stock prices reached all-time highs in the first  
quarter, the Company, at the Holding Company level, decided to reduce 
some of these holdings. 
  
NON-INTEREST EXPENSE.  Non-interest expense was $2,513,000 for the  
quarter ended March 31, 1997, compared to $2,716,000 for the same  
period in 1996, a decrease of $203,000 or 7.5%.   This entire change  
was the result in the Federal Deposit Insurance premiums declining by  
$259,000.  Most other operating expenses showed minimal increases or  
decreases. 
 

<PAGE>20

IMPACT OF NEW ACCOUNTING STANDARDS 
---------------------------------- 
In June 1996, the FASB issued Statement of Financial Accounting 
Standards No. 125 ("SFAS No. 125"), "Accounting for Transfers and  
Extinguishments of Liabilities."  SFAS No. 125 provides accounting  
and reporting standard for transfers and servicing of financial assets 
and extinguishments of liabilities.  SFAS No. 125 requires a consistent  
application of a financial components approach that focuses on control.   
Under that approach, after a transfer of financial assets, an entity  
recognizes the financial and servicing assets it controls and the  
liabilities it has incurred, and derecognizes liabilities when  
extinguished.  SFAS No. 125 also supersedes SFAS No. 122 and requires  
that serving assets and liabilities be subsequently measured by  
amortization in proportion to and over the period of estimated net  
servicing income or loss and requires assessment for asset impairment  
or increases obligation based on their fair values.  SFAS No. 125  
applies to transfers and extinguishments occurring after December 31,  
1996, and early or retroactive application is not permitted.  Because 
the volume and variety of certain transactions will make it difficult 
for some entities to comply, some provision have been delayed by  
SFAS No. 127.  The adoption of SFAS No. 125 did not have a material 
impact on the results of operations or financial condition of the Bank. 
 
On March 3, 1997, the Financial Accounting Standards Board (FASB)  
issued Statement 128, "Earnings Per Share", which  is effective for  
financial statements beginning with year end 1997.  Statement 128  
simplifies the calculation of earnings per share (EPS) by replacing  
primary EPS with basic EPS.  It also requires dual presentation  
of basic EPS and diluted EPS for entities with complex capital  
structures.  Basic EPS include no dilution and is computed by dividing  
income available to common shareholders by the weighted average common  
shares outstanding for the period.  Diluted EPS reflects the potential  
dilution of securities that could share in earnings, such as stock  
options, warrants or other common stock equivalents.  The Company  
expects Statement 128 to have little impact on its earnings per share  
calculations in future years,  other than changing terminology from  
primary EPS to basic EPS.  All prior period EPS data will be restated  
to conform with the new presentation. 
 
 
 
<PAGE>21
 
RECENT REGULATORY DEVELOPMENTS  
-----------------------------------------------------------  
 
 
Legislation has been introduced in the Congress that would  
eliminate the federal thrift charter by requiring each federal 
thrift to convert to a national bank or to a state bank or state thrift.   
One of the pending bills would require the conversion to occur by 
January 1, 1998 while the other would require conversion by June 30, 
1998.  Assuming the Bank experiences no significant delay in completing  
its conversion to a national bank charter (which is presently expected  
to occur prior to or on July 1, 1997), the Company anticipates that 
the Bank will become a national bank prior to the enactment of the  
pending legislation and, therefore, the pending legislation will have 
no impact on the operations of the Company or its subsidiaries. 
 
Various bills have also been introduced in the Congress that 
would allow bank holding companies to engage in a wider range of  
nonbanking activities, including greater authority to engage in  
securities and insurance activities.  While the scope of permissible  
nonbanking activities and the conditions under which the new powers 
could be exercised varies among the bills, 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.  The bills also impose various  
restrictions on transactions between the depository institutions  
from the risks of the new nonbanking activities permitted to such  
affiliates. 
 
Additionally, legislation has been introduced in Illinois that 
would generally allow banks to engage in insurance activities,  
subject to various conditions, including restrictions on the manner  
in which insurance products are marketed to bank customers and  
requirements that banks selling insurance provide certain disclosures  
to customers.  The Illinois legislature is also considering  
legislation 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. 
 
At this time, the Company is unable to predict whether any of  
these pending bills will be enacted and therefore, is unable to  
predict the impact the pending legislation will have on the Company  
and its subsidiaries. 
 
 
 <PAGE>22

                        PART II - OTHER INFORMATION  
                         FIRSTFED 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   
         None  
  
ITEM 5.  OTHER INFORMATION  
         None  
  
ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K 

        a.  	Exhibit 27	Financial Data Schedule

        b.   Form 8-K 
               A report on Form 8-K was filed on January 28, 1997 
               to report under Item 5 that the Company completed 
               the Stock Repurchase Program dated December 23, 1996, 
               and announced a new Stock Repurchase Program. 
 
               A report on Form 8-K was filed on February 24, 1997 to  
               report under Item 5 that the Company announced  
               the issuance of a regular quarterly dividend. 
  
  
 
  
 
 










 
 
 <PAGE>23
  
                           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.  
  
                                          FIRSTFED BANCSHARES, INC.  
  
  
Date: May 15, 1997                        By:  s/Larry G. Gillie 
      -----------------                 ---------------------------  
                                             Larry G. Gillie  
                                             President and  
                                             Chief Executive Officer  
  
  
Date: May 15, 1997                        By:  s/Paul A. Larsen 
      -----------------                 ---------------------------  
                                             Paul A. Larsen  
                                             Senior Vice President,  
                                             Treasurer and  
                                             Chief Financial Officer