FORM S-8

                       SECURITIES AND EXCHANGE COMMISSION

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             FIRSTFED BANCORP, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                             63-048648
--------------------------------------------------------------------------------
  (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                           Identification No.)

  1630 Fourth Avenue North
  Bessemer, Alabama                                               35020
--------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                      (Zip Code)

                             FirstFed Bancorp, Inc.
                            2001 Stock Incentive Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                B.K. Goodwin, III
                             Chairman of the Board,
                                    President
                                       and
                             Chief Executive Officer
                            1630 Fourth Avenue North
                            Bessemer, Alabama, 35020
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (205) 428-8472
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
                                   Copies to:
                              J. Mark Poerio, Esq.
                     Paul, Hastings, Janofsky & Walker, LLP
                          1299 Pennsylvania Avenue, NW
                                   10th Floor
                              Washington, DC 20004
                                 (202) 508-9582


<TABLE>
<CAPTION>
 Title of securities to be registered                         Proposed maximum       Proposed maximum        Amount of
                                           Amount to be      offering price per     aggregate offering   registration fee
                                          registered (1)            unit                  price

<S>                                      <C>     <C>                <C>   <C>             <C>                <C>
Common stock, par value $0.01 per share  250,000 (2)                $7.75 (3)             $1,937,500.00      $484.38
</TABLE>


(1)      Together with an indeterminate number of additional shares that may be
         necessary to adjust the number of shares reserved for issuance pursuant
         to the FirstFed Bancorp, Inc. 2001 Stock Incentive Plan (the "Plan") as
         the result of stock splits, stock dividends or similar adjustments of
         the outstanding shares of common stock of the Registrant pursuant to
         Rule 416 of the Securities Act of 1933, as amended.

<PAGE>

(2)      Represents the total number of shares currently reserved or under the
         Plan.

(3)      Under Rule 457(h)(l), the registration fee may be calculated for a
         stock option plan based upon the price of the underlying securities for
         shares reserved for future grants. Of the total number of shares
         registered herein, 250,000 shares are available for future option
         grants under the Plan and are being registered herein based on the
         average of the bid and asked price per share of the Registrant's common
         stock on the Nasdaq SmallCap Market on May 29, 2001, which equaled
         $7.75 per share.

          PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         The documents containing the information for FirstFed Bancorp, Inc.
(the "Registrant") specified in this Item 1 will be sent or given to directors
and employees who have received Awards under the FirstFed Bancorp, Inc. 2001
Stock Incentive Plan (the "Plan"). In accordance with Section 10(a) of the
Securities Act of 1933, as amended (the "Securities Act"), and Rules 424 and 428
promulgated under the Securities Act by the Securities and Exchange Commission
(the "Commission"), such documents are not being filed with, or included in,
this Registration Statement on Form S-8 (the "Registration Statement").

Item 2.  Registrant Information and Employee Plan Annual Information.

         The documents containing the information specified in this Item 2 will
be sent or given to directors and employees who have received Awards under the
Plan. In accordance with Section 10(a) of the Securities Act and Rules 424 and
428 thereunder, such documents are not being filed with, or included in, this
Registration Statement.

          PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents, which have been filed with the Commission by
the Registrant are incorporated by reference in this Registration Statement. The
information incorporated by reference is considered to be part of this
Registration Statement, and information that the Registrant files later with the
Commission will automatically update and supersede this information. The
Registrant incorporates by reference the documents listed below and any future
filings the Registrant makes with the Commission under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold. Such future
filings shall be deemed to be incorporated by reference in the Registration
Statement and to be part thereof from the date of filing of such document.

                   (a) The Registrant's Annual Report on Form 10-KSB for the
year ended December 31, 2000, filed with the Commission by the Registrant on
March 28, 2001.

                   (b) The Registrant's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 2001, filed with the Commission by the Registrant on May
14, 2001.

                   (c) The description of the Registrant's common stock
contained in the Registrant's Registration Statement on Form-8-A dated October
21, 1991.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         None

<PAGE>

         The validity of the common stock has been passed upon by Paul,
Hastings, Janofsky & Walker LLP for the Registrant.

Item 6.  Indemnification of Directors and Officers.

         DELAWARE GENERAL CORPORATION LAW

         Section 145 of the Delaware General Corporation Law sets forth
circumstances under which directors, officers, employees and agents may be
insured or indemnified against liability which they may incur in their
capacities.

         SECTION 145. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
                  AGENTS; INSURANCE.

         (a)      A corporation shall have the power to indemnify any person who
                  was or is a party or is threatened to be made a party to any
                  threatened, pending or completed action, suit or proceeding,
                  whether civil, criminal, administrative or investigative
                  (other than an action by or in the right of the corporation)
                  by reason of the fact that he is or was a director, officer,
                  employee or agent of the corporation, or is or was serving at
                  the request of the corporation as a director, officer,
                  employee or agent of another corporation, partnership, joint
                  venture, trust or other enterprise, against expenses
                  (including attorneys' fees), judgments, fines and amounts paid
                  in settlement actually and reasonably incurred by the person
                  in connection with such action, suit or proceeding if the
                  person acted in good faith and in a manner the person
                  reasonably believed to be in or not opposed to the best
                  interest of the corporation, and, with respect to any criminal
                  action or proceeding, had no reasonable cause to believe the
                  person's conduct was unlawful. The termination of any action,
                  suit or proceeding by judgment, order, settlement, conviction,
                  or upon a plea of nolo contendere or its equivalent, shall
                  not, of itself, create a presumption that the person did not
                  act in good faith and in a manner which the person reasonably
                  believed to be in or not opposed to the best interests of the
                  corporation, and, with respect to any criminal action or
                  proceeding, had reasonable cause to believe that the person's
                  conduct was unlawful.

         (b)      A corporation shall have the power to indemnify any person who
                  was or is a party or is threatened to be made a party to any
                  threatened, pending or completed action or suit by or in the
                  right of the corporation to procure a judgment in its favor by
                  reason of the fact that the person is or was a director,
                  officer, employee or agent of the corporation, or is or was
                  serving at the request of the corporation as a director,
                  officer, employee or agent of another corporation,
                  partnership, joint venture, trust or other enterprise against
                  expenses (including attorneys' fees) actually and reasonably
                  incurred by the person in connection with the defense or
                  settlement of such action or suit if the person acted in good
                  faith and in a manner the person reasonably believed to be in
                  or not opposed to the best interests of the corporation and
                  except that no indemnification shall be made in respect of any
                  claim, issue or matter as to which such person shall have been
                  adjudged to be liable to the corporation unless and only to
                  the extent that the Court of Chancery or the court in which
                  such action or suit was brought shall determine upon
                  application that, despite the adjudication of liability but in
                  view of all the circumstances of the case, such person is
                  fairly and reasonably entitled to indemnify for such expenses
                  which the Court of Chancery or such other court shall deem
                  proper.

         (c)      To the extent that a present or former director or officer of
                  a corporation has been successful on the merits or otherwise
                  in defense of any action, suit or proceeding referred to in
                  subsections (a) and (b) of this section, or in defense of any
                  claim, issue or matter therein, such person shall be
                  indemnified against expenses (including attorneys' fees)
                  actually and reasonably incurred by such person in connection
                  therewith.

         (d)      Any indemnification under subsections (a) and (b) of this
                  section (unless ordered by a court) shall be made by the
                  corporation only as authorized in the specific case upon a
                  determination that

<PAGE>

                  indemnification of the present or former director, officer,
                  employee or agent is proper in the circumstances because the
                  person has met the applicable standard of conduct set forth in
                  subsections (a) and (b) of this section. Such determination
                  shall be made, with respect to a person who is a director or
                  officer at the time of such determination, (1) by a majority
                  vote of the directors who are not parties to such action, suit
                  or proceeding, even though less than a quorum, or (2) by a
                  committee of such directors designated by a majority vote of
                  such directors, even though less than a quorum, or (3) if
                  there are no such directors, or if such directors so direct,
                  by independent legal counsel in written opinion, or (4) by the
                  stockholders.

         (e)      Expenses (including attorneys' fees) incurred by an officer or
                  director in defending any civil, criminal, administrative or
                  investigative action, suit or proceeding may be paid by the
                  corporation in advance of the final disposition of such
                  action, suit or proceeding upon receipt of an undertaking by
                  or on behalf of such director or officer to repay such amount
                  if it shall ultimately be determined that such person is not
                  entitled to be indemnified by the corporation as authorized in
                  this section. Such expenses (including attorneys' fees)
                  incurred by former directors and officers or other employees
                  and agents may be so paid upon such terms and conditions, if
                  any, as the corporation deems appropriate.

         (f)      The indemnification and advancement of expenses provided by,
                  or granted pursuant to, the other subsections of this section
                  shall not be deemed exclusive of any other rights to which
                  those seeking indemnification or advancement of expenses may
                  be entitled under any bylaw, agreement, vote of stockholders
                  or disinterested directors or otherwise, both as to action in
                  such person's official capacity and as to action in another
                  capacity while holding such office.

         (g)      A corporation shall have power to purchase and maintain
                  insurance on behalf of any person who is or was a director,
                  officer, employee or agent of the corporation, or is or was
                  serving at the request of the corporation as a director,
                  officer, employee or agent of another corporation,
                  partnership, joint venture, trust or other enterprise against
                  any liability asserted against such person and incurred by
                  such person in any such capacity, or arising out of such
                  person's status as such, whether or not the corporation would
                  have the power to indemnify such person against such liability
                  under this section.

         (h)      For purposes of this section, references to "the corporation"
                  shall include, in addition to the resulting corporation, any
                  constituent corporation (including any constituent of a
                  constituent) absorbed in a consolidation or merger which, if
                  its separate existence had continued, would have had power and
                  authority to indemnify its directors, officers, and employees
                  or agents, so that any person who is or was a director,
                  officer, employee or agent of such constituent corporation, or
                  is or was serving at the request of such constituent
                  corporation as a director, officer, employee or agent of
                  another corporation, partnership, joint venture, trust or
                  other enterprise, shall stand in the same position under this
                  section with respect to the resulting or surviving corporation
                  as he would have with respect to such constituent corporation
                  if its separate existence had continued.

         (i)      For purposes of this section, references to "other
                  enterprises" shall include employee benefit plans; references
                  to "fines" shall include any excise taxes assessed on a person
                  with respect to any employee benefit plan; and references to
                  "serving at the request of the corporation" shall include any
                  service as a director, officer, employee or agent of the
                  corporation which imposes duties on, or involves services by,
                  such director, officer, employee, or agent with respect to an
                  employee benefit plan, its participants or beneficiaries; and
                  a person who acted in good faith and in a manner such person
                  reasonably believed to be in the interest of the participants
                  and beneficiaries of an employee benefit plan shall be deemed
                  to have acted in a manner "not opposed to the best interests
                  of the corporation" as referred to in this section.

         (j)      The indemnification and advancement of expenses provided by,
                  or granted pursuant to, this section shall, unless otherwise
                  provided when authorized or ratified, continue as to a person
                  who has ceased to be a director, officer, employee or agent
                  and shall inure to the benefit of the heirs, executors and
                  administrators of such a person.

<PAGE>

         (k)      The Court of Chancery is hereby vested with exclusive
                  jurisdiction to hear and determine all actions for advancement
                  of expenses or indemnification brought under this section or
                  under any bylaw, agreement, vote of stockholders or
                  disinterested directors, or otherwise. The Court of Chancery
                  may summarily determine a corporation's obligation to advance
                  expenses (including attorneys' fees).

RESTATED CERTIFICATE OF INCORPORATION

         The Registrant's Restated Certificate of Incorporation sets forth
circumstances under which directors, officers, employees and agents may be
insured or indemnified against liability which they may incur in their
capacities.

         TENTH:

         (A)      Each person who was or is made a party or is threatened to be
                  made a party to or is otherwise involved in any action, suit
                  or proceeding, whether civil, criminal, administrative or
                  investigative (hereinafter a "proceeding"), by reason of the
                  fact that he or she is or was a Director or an Officer of the
                  Corporation or is or was serving at the request of the
                  Corporation as a Director, Officer, employee or agent of
                  another corporation or of a partnership, joint venture, trust
                  or other enterprise, including service with respect to an
                  employee benefit plan (hereinafter an "indemnitee"), whether
                  the basis of such proceeding is alleged action in an official
                  capacity as a Director, Officer, employee or agent or in any
                  other capacity while serving as a Director, Officer, employee
                  or agent, shall be indemnified and held harmless by the
                  Corporation to the fullest extent authorized by the Delaware
                  General Corporation Law, as the same exists or may hereafter
                  be amended (but, in the case of any such amendment, only to
                  the extent that such amendment permits the Corporation to
                  provide broader indemnification rights than such law permitted
                  the Corporation to provide prior to such amendment), against
                  all expense, liability and loss (including attorneys' fees,
                  judgments, fines, ERISA excise taxes or penalties and amounts
                  paid in settlement) reasonably incurred or suffered by such
                  indemnitee in connection therewith; provided, however, that,
                  except as provided in Section C hereof with respect to
                  proceedings to enforce rights to indemnification, the
                  Corporation shall indemnify any such indemnitee in connection
                  with a proceeding (or part thereof) initiated by such
                  indemnitee only if such proceeding (or part thereof) was
                  authorized by the Board of Directors of the Corporation.

         (B)      The right to indemnification conferred in Section A of this
                  Article TENTH shall include the right to be paid by the
                  Corporation the expenses incurred in defending any such
                  proceeding in advance of its final disposition (hereinafter an
                  "advancement of expenses"); provided, however, that, if the
                  Delaware General Corporation Law requires, an advancement of
                  expenses incurred by an indemnitee in his or her capacity as a
                  Director or Officer (and not in any other capacity in which
                  service was or is rendered by such indemnitee, including,
                  without limitation, service to an employee benefit plan) shall
                  be made only upon delivery to the Corporation of an
                  undertaking (hereinafter an "undertaking"), by or on behalf of
                  such indemnitee, to repay all amounts so advanced if it shall
                  ultimately be determined by final judicial decision from which
                  there is no further right to appeal (hereinafter a "final
                  adjudication") that such indemnitee is not entitled to be
                  indemnified for such expenses under this Section or otherwise.
                  The rights to indemnification and to the advancement of
                  expenses conferred in Sections A and B of this Article TENTH
                  shall be contract rights and such rights shall continue as to
                  an indemnitee who has ceased to be a Director, Officer,
                  employee or agent and shall inure to the benefit of the
                  indemnitee's heirs, executors and administrators.

         (C)      If a claim under Section A or B of this Article TENTH is not
                  paid in full by the Corporation within sixty days after a
                  written claim has been received by the Corporation, except in
                  the case of a claim for an advancement of expenses, in which
                  case the applicable period shall be twenty days, the
                  indemnitee may at any time thereafter bring suit against the
                  Corporation to recover the unpaid amount of the claim. If
                  successful in whole or in part in any such suit, or in a suit
                  brought by the Corporation to recover an advancement of
                  expenses pursuant to the terms of an undertaking, the

<PAGE>

                  indemnitee shall be entitled to be paid also the expense of
                  prosecuting or defending such suit. In (i) any suit brought by
                  the indemnitee to enforce a right to indemnification hereunder
                  (but not in a suit brought by the indemnitee to enforce a
                  right to an advancement of expense ) it shall be a defense
                  that, and (ii) in any suit by the Corporation to recover an
                  advancement of expenses pursuant to the terms of an
                  undertaking the Corporation shall be entitled to recover such
                  expenses upon a final adjudication that, the indemnitee has
                  not made any applicable standard for indemnification set forth
                  in the Delaware General Corporation Law. Neither the failure
                  of the Corporation (including its Board of Directors,
                  independent legal counsel, or its stockholders) to have made a
                  determination prior to the commencement of such suit that
                  indemnification of the indemnitee is proper in the
                  circumstances because the indemnitee has met the applicable
                  standard of conduct set forth in the Delaware General
                  Corporation Law, nor an actual determination by the
                  Corporation (including its Board of Directors, independent
                  legal counsel, or its stockholders) that the indemnitee has
                  not met such applicable standard of conduct, shall create a
                  presumption that the indemnitee has not met the applicable
                  standard of conduct or, in the case of such a suit brought by
                  the indemnitee, be a defense to such suit. In any suit brought
                  by the indemnitee to enforce a right to indemnification or to
                  an advancement of expenses hereunder, or by the Corporation to
                  recover an advancement of expenses pursuant to the terms of an
                  undertaking, the burden of proving that the indemnitee is not
                  entitled to be indemnified, or to such advancement of
                  expenses, under this Article TENTH or otherwise shall be on
                  the Corporation.

         (D)      The rights to indemnification and to the advancement of
                  expenses conferred in this Article TENTH shall not be
                  exclusive of any other right which any person may have or
                  hereafter acquire under any statute, the Corporation's
                  Certificate of Incorporation, By-laws, agreement, vote of
                  stockholders or disinterested Directors or otherwise.

         (E)      The Corporation may maintain insurance, at its expense, to
                  protect itself and any Director, Officer, employee or agent of
                  the Corporation or another corporation, partnership, joint
                  venture, trust or other enterprise against any expense,
                  liability or loss, whether or not the Corporation would have
                  the power to indemnify such person against such expense,
                  liability or loss under the Delaware General Corporation Law.

         (F)      The Corporation may, to the extent authorized from time to
                  time by the Board of Directors, grant rights to
                  indemnification and to the advancement of expenses to any
                  employee or agent of the Corporation to the fullest extent of
                  the provisions of this Article TENTH with respect to the
                  indemnification and advancement of expenses of Directors and
                  Officers of the Corporation.

         ELEVENTH:

         A Director of this Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director, except for liability (i) for any breach of the Director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the Director derived an improper
personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of Directors, then the liability of a Director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.

         Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a Director of the Corporation existing at the time of such repeal
or modification.

INSURANCE

         The Registrant may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, or agent of the Registrant
or is or was serving at the request of the Registrant as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any

<PAGE>

liability asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the Registrant would have the
power to indemnify him against such liability under the provisions of its
Restated Certificate of Incorporation. The Registrant has purchased such
insurance.

INDEMNIFICATION AGREEMENTS

         The Registrant has entered into Indemnification Agreements (the
"Indemnification Agreements") with all of the Registrant's directors and with
certain officers of the Registrant and First Federal Savings Bank (the "Bank").
The Indemnification Agreements provide for retroactive as well as prospective
indemnification to the fullest extent permitted by law against any and all
expenses (including attorneys' fees and all other costs and obligations),
judgments, fines, penalties and amounts paid in settlement in connection with
any claim or proceeding arising out of the indemnitee's service as an officer or
director. The Indemnification Agreements also provide for the prompt advancement
of expenses to the director or officer in connection with investigating,
defending or being a witness or participating in any proceeding. The
Indemnification Agreements further provide a mechanism through which the
director or officer may seek court relief in the event the Registrant's Board of
Directors (or other person appointed by such Board) determines that the director
or officer would not be permitted to be indemnified under applicable law. The
Indemnification Agreements impose on the Registrant the burden of proving that
the director or officer is not entitled to indemnification in any particular
case.

         The Indemnification Agreements provide that a Change in Control shall
be deemed to have occurred if (i) any "person" (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than
a trustee or other fiduciary holding securities under an employee benefit plan
of the Registrant or a corporation owned directly or indirectly by the
stockholders of the Registrant in substantially the same proportions as their
ownership of stock of the Registrant, is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under said Act), directly or indirectly, of securities of
the Registrant representing 25% or more of the total voting power represented by
the Registrant's then outstanding voting securities, or (ii) during any 24
consecutive month period, individuals who at the beginning of such period
constitute the Board of Directors of the Registrant and any new director whose
election by the Board of Directors or nomination for election by the
Registrant's stockholders was approved by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors at the beginning of
the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute a majority thereof, or (iii) the
stockholders of the Registrant approve a merger or consolidation of the
Registrant with any other corporation, other than a merger or consolidation
which would result in the voting securities of the Registrant outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) at least 80% of the total power represented by the voting securities of
the Registrant or such surviving entity outstanding immediately after such
merger or consolidation, or (iv) the stockholders of the Registrant approve a
plan of complete liquidation of the Registrant or an agreement for the sale or
disposition by the Registrant (in one transaction or a series of transactions)
of all or substantially all the Registrant's assets. In the event of a potential
Change of Control, the director or officer may require the Registrant to
establish a trust in an amount sufficient to cover the anticipated claims under
the agreement. Following a Change in Control, all determinations regarding a
right to indemnity and a right to advancement of expenses shall be made by
independent legal counsel to be selected by the director or officer and approved
by the Board.

         While not requiring the maintenance of directors' and officers'
liability insurance, the Indemnification Agreements require that the directors
and officers be provided with maximum coverage if there is such a policy.
Further, the Indemnification Agreements provide that if the Registrant pays a
director or officer pursuant to an Indemnification Agreement, the Registrant
will be subrogated to such director's or officer's rights to recover from third
parties.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.


<PAGE>

Exhibits

<TABLE>

<S>              <C>
4.1              FirstFed Bancorp, Inc. 2001 Stock Incentive Plan.

5.1              Opinion of Paul, Hastings, Janofsky & Walker LLP regarding the legality of the
                 securities being registered by the Registrant.

23.1             Consent of Paul, Hastings, Janofsky & Walker LLP (contained in Exhibit 5.1 hereof).

23.2             Consent of Arthur Andersen LLP.

24.1             Power of Attorney (contained in the signature page hereof).

99.1             Form of Stock Option Award associated with the Plan.

99.2             Form of Restricted Stock Award associated with the Plan.

99.3             Form of Deferred Share Award associated with the Plan.
</TABLE>


Item 9.  Undertakings.

          (a) The Registrant hereby undertakes:

                  (1) To file, during any period in which it offers or sells
         securities, a post-effective amendment to this Registration Statement
         to:

                           i)       Include any prospectus required by Section
                   10(a)(3) of the Securities Act;

                           ii) Reflect in the prospectus any facts or events
                   which, individually or in the aggregate, represent a
                   fundamental change in the information set forth in the
                   Registration Statement. Notwithstanding the foregoing, any
                   increase or decrease in volume of securities offered (if the
                   total dollar value of securities offered would not exceed
                   that which was registered) and any deviation from the low or
                   high end of the estimated maximum offering range may be
                   reflected in the form of prospectus filed with the Commission
                   pursuant to Rule 424(b) if, in the aggregate, the changes in
                   volume and price represent no more than a 20% change in the
                   maximum aggregate offering price set forth in the
                   "Calculation of Registration Fee" table in the effective
                   registration statement.

                           iii)     Include any additional or changed material
                   information to the plan of distribution.

                  (2) For determining any liability under the Securities Act,
         treat each such post-effective amendment as a new registration
         statement of the securities offered therein, and the offering of such
         securities at that time to be the initial bona fide offering thereof.

                  (3) To file a post-effective amendment to remove from
         registration any of the securities being registered that remain unsold
         at the end of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a

<PAGE>

new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bessemer, State of Alabama, on May 30, 2001.

                                           FIRSTFED BANCORP, INC.




                                           By:/s/ B.K. Goodwin, III
                                              ------------------------------
                                              B.K. Goodwin, III
                                              Chairman of the Board,
                                              President and
                                              Chief Executive Officer

<PAGE>

                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints B.K.
Goodwin, III as his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement (or any
registration statement for the same offering that is to be effective upon filing
pursuant to Rule 426(b) under the Securities Act of 1933) and to cause the same
to be filed, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby granting to said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite or desirable to be done in and about the premises,
as fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all acts and things that said
attorney-in-fact and agent or his substitutes or substitute, may lawfully do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<S>                        <C>                                           <C>
Signature                  Title                                         Date


/s/ B.K. Goodwin, III      President, Chief Executive Officer and        May   __, 2001
----------------------     Chairman of the Board
B.K. Goodwin, III

/s/ Lynn J. Joyce          Chief Financial Officer, Executive Vice       May   __, 2001
----------------------     President, Secretary and Treasurer
Lynn J. Joyce

/s/ Fred T. Blair          Director                                      May   __, 2001
----------------------
Fred T. Blair

/s/ James B. Koikos        Director                                      May   __, 2001
----------------------
James B. Koikos

                           Director                                      May   __, 2001
----------------------
A.W. Kuhn

                           Director                                      May   __, 2001
----------------------
Malcolm E. Lewis

                           Director                                      May   __, 2001
----------------------
E.H. Moore, Jr.

                           Director                                      May   __, 2001
----------------------
James E. Mulkin

/s/ Robert E. Paden        Director                                      May   __, 2001
----------------------
Robert E. Paden

/s/ G. Larry Russell       Director                                      May   __, 2001
----------------------
G. Larry Russell
</TABLE>



<PAGE>



                                  EXHIBIT INDEX
Exhibits

<TABLE>
<S>              <C>
4.1              FirstFed Bancorp, Inc. 2001 Stock Incentive Plan (the "Plan")

5.1              Opinion of Paul, Hastings, Janofsky & Walker LLP regarding the legality of the
                 securities being registered by the Registrant.

23.1             Consent of Paul, Hastings, Janofsky & Walker LLP (contained in Exhibit 5.1 hereof)

23.2             Consent of Arthur Andersen LLP

24.1             Power of Attorney (contained in the signature page hereof)

99.1             Form of Stock Option Award associated with the Plan

99.2             Form of Restricted Stock Award associated with the Plan

99.3             Form of Deferred Share Award associated with the Plan
</TABLE>
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{"company-data": {"conformed-name": "FIRSTFED BANCORP INC", "cik": "0000876947", "assigned-sic": "6035", "irs-number": "631048648", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62018", "film-number": "1652042"}, "business-address": {"street1": "1630 4TH AVE N", "city": "BESSEMER", "state": "AL", "zip": "35020", "phone": "2054288472"}}
FORM S-8

                       SECURITIES AND EXCHANGE COMMISSION

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             FIRSTFED BANCORP, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                             63-048648
--------------------------------------------------------------------------------
  (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                           Identification No.)

  1630 Fourth Avenue North
  Bessemer, Alabama                                               35020
--------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                      (Zip Code)

                             FirstFed Bancorp, Inc.
                            2001 Stock Incentive Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                B.K. Goodwin, III
                             Chairman of the Board,
                                    President
                                       and
                             Chief Executive Officer
                            1630 Fourth Avenue North
                            Bessemer, Alabama, 35020
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (205) 428-8472
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
                                   Copies to:
                              J. Mark Poerio, Esq.
                     Paul, Hastings, Janofsky & Walker, LLP
                          1299 Pennsylvania Avenue, NW
                                   10th Floor
                              Washington, DC 20004
                                 (202) 508-9582
Title of securities to be registered                         Proposed maximum       Proposed maximum        Amount of
                                           Amount to be      offering price per     aggregate offering   registration fee
                                          registered (1)            unit                  price
Common stock, par value $0.01 per share  250,000 (2)                $7.75 (3)             $1,937,500.00      $484.38
(1)      Together with an indeterminate number of additional shares that may be
         necessary to adjust the number of shares reserved for issuance pursuant
         to the FirstFed Bancorp, Inc. 2001 Stock Incentive Plan (the "Plan") as
         the result of stock splits, stock dividends or similar adjustments of
         the outstanding shares of common stock of the Registrant pursuant to
         Rule 416 of the Securities Act of 1933, as amended.
(2)      Represents the total number of shares currently reserved or under the
         Plan.

(3)      Under Rule 457(h)(l), the registration fee may be calculated for a
         stock option plan based upon the price of the underlying securities for
         shares reserved for future grants. Of the total number of shares
         registered herein, 250,000 shares are available for future option
         grants under the Plan and are being registered herein based on the
         average of the bid and asked price per share of the Registrant's common
         stock on the Nasdaq SmallCap Market on May 29, 2001, which equaled
         $7.75 per share.

          PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         The documents containing the information for FirstFed Bancorp, Inc.
(the "Registrant") specified in this Item 1 will be sent or given to directors
and employees who have received Awards under the FirstFed Bancorp, Inc. 2001
Stock Incentive Plan (the "Plan"). In accordance with Section 10(a) of the
Securities Act of 1933, as amended (the "Securities Act"), and Rules 424 and 428
promulgated under the Securities Act by the Securities and Exchange Commission
(the "Commission"), such documents are not being filed with, or included in,
this Registration Statement on Form S-8 (the "Registration Statement").

Item 2.  Registrant Information and Employee Plan Annual Information.

         The documents containing the information specified in this Item 2 will
be sent or given to directors and employees who have received Awards under the
Plan. In accordance with Section 10(a) of the Securities Act and Rules 424 and
428 thereunder, such documents are not being filed with, or included in, this
Registration Statement.

          PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents, which have been filed with the Commission by
the Registrant are incorporated by reference in this Registration Statement. The
information incorporated by reference is considered to be part of this
Registration Statement, and information that the Registrant files later with the
Commission will automatically update and supersede this information. The
Registrant incorporates by reference the documents listed below and any future
filings the Registrant makes with the Commission under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold. Such future
filings shall be deemed to be incorporated by reference in the Registration
Statement and to be part thereof from the date of filing of such document.

                   (a) The Registrant's Annual Report on Form 10-KSB for the
year ended December 31, 2000, filed with the Commission by the Registrant on
March 28, 2001.

                   (b) The Registrant's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 2001, filed with the Commission by the Registrant on May
14, 2001.

                   (c) The description of the Registrant's common stock
contained in the Registrant's Registration Statement on Form-8-A dated October
21, 1991.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         None
The validity of the common stock has been passed upon by Paul,
Hastings, Janofsky & Walker LLP for the Registrant.

Item 6.  Indemnification of Directors and Officers.

         DELAWARE GENERAL CORPORATION LAW

         Section 145 of the Delaware General Corporation Law sets forth
circumstances under which directors, officers, employees and agents may be
insured or indemnified against liability which they may incur in their
capacities.

         SECTION 145. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
                  AGENTS; INSURANCE.

         (a)      A corporation shall have the power to indemnify any person who
                  was or is a party or is threatened to be made a party to any
                  threatened, pending or completed action, suit or proceeding,
                  whether civil, criminal, administrative or investigative
                  (other than an action by or in the right of the corporation)
                  by reason of the fact that he is or was a director, officer,
                  employee or agent of the corporation, or is or was serving at
                  the request of the corporation as a director, officer,
                  employee or agent of another corporation, partnership, joint
                  venture, trust or other enterprise, against expenses
                  (including attorneys' fees), judgments, fines and amounts paid
                  in settlement actually and reasonably incurred by the person
                  in connection with such action, suit or proceeding if the
                  person acted in good faith and in a manner the person
                  reasonably believed to be in or not opposed to the best
                  interest of the corporation, and, with respect to any criminal
                  action or proceeding, had no reasonable cause to believe the
                  person's conduct was unlawful. The termination of any action,
                  suit or proceeding by judgment, order, settlement, conviction,
                  or upon a plea of nolo contendere or its equivalent, shall
                  not, of itself, create a presumption that the person did not
                  act in good faith and in a manner which the person reasonably
                  believed to be in or not opposed to the best interests of the
                  corporation, and, with respect to any criminal action or
                  proceeding, had reasonable cause to believe that the person's
                  conduct was unlawful.

         (b)      A corporation shall have the power to indemnify any person who
                  was or is a party or is threatened to be made a party to any
                  threatened, pending or completed action or suit by or in the
                  right of the corporation to procure a judgment in its favor by
                  reason of the fact that the person is or was a director,
                  officer, employee or agent of the corporation, or is or was
                  serving at the request of the corporation as a director,
                  officer, employee or agent of another corporation,
                  partnership, joint venture, trust or other enterprise against
                  expenses (including attorneys' fees) actually and reasonably
                  incurred by the person in connection with the defense or
                  settlement of such action or suit if the person acted in good
                  faith and in a manner the person reasonably believed to be in
                  or not opposed to the best interests of the corporation and
                  except that no indemnification shall be made in respect of any
                  claim, issue or matter as to which such person shall have been
                  adjudged to be liable to the corporation unless and only to
                  the extent that the Court of Chancery or the court in which
                  such action or suit was brought shall determine upon
                  application that, despite the adjudication of liability but in
                  view of all the circumstances of the case, such person is
                  fairly and reasonably entitled to indemnify for such expenses
                  which the Court of Chancery or such other court shall deem
                  proper.

         (c)      To the extent that a present or former director or officer of
                  a corporation has been successful on the merits or otherwise
                  in defense of any action, suit or proceeding referred to in
                  subsections (a) and (b) of this section, or in defense of any
                  claim, issue or matter therein, such person shall be
                  indemnified against expenses (including attorneys' fees)
                  actually and reasonably incurred by such person in connection
                  therewith.

         (d)      Any indemnification under subsections (a) and (b) of this
                  section (unless ordered by a court) shall be made by the
                  corporation only as authorized in the specific case upon a
                  determination that
indemnification of the present or former director, officer,
                  employee or agent is proper in the circumstances because the
                  person has met the applicable standard of conduct set forth in
                  subsections (a) and (b) of this section. Such determination
                  shall be made, with respect to a person who is a director or
                  officer at the time of such determination, (1) by a majority
                  vote of the directors who are not parties to such action, suit
                  or proceeding, even though less than a quorum, or (2) by a
                  committee of such directors designated by a majority vote of
                  such directors, even though less than a quorum, or (3) if
                  there are no such directors, or if such directors so direct,
                  by independent legal counsel in written opinion, or (4) by the
                  stockholders.

         (e)      Expenses (including attorneys' fees) incurred by an officer or
                  director in defending any civil, criminal, administrative or
                  investigative action, suit or proceeding may be paid by the
                  corporation in advance of the final disposition of such
                  action, suit or proceeding upon receipt of an undertaking by
                  or on behalf of such director or officer to repay such amount
                  if it shall ultimately be determined that such person is not
                  entitled to be indemnified by the corporation as authorized in
                  this section. Such expenses (including attorneys' fees)
                  incurred by former directors and officers or other employees
                  and agents may be so paid upon such terms and conditions, if
                  any, as the corporation deems appropriate.

         (f)      The indemnification and advancement of expenses provided by,
                  or granted pursuant to, the other subsections of this section
                  shall not be deemed exclusive of any other rights to which
                  those seeking indemnification or advancement of expenses may
                  be entitled under any bylaw, agreement, vote of stockholders
                  or disinterested directors or otherwise, both as to action in
                  such person's official capacity and as to action in another
                  capacity while holding such office.

         (g)      A corporation shall have power to purchase and maintain
                  insurance on behalf of any person who is or was a director,
                  officer, employee or agent of the corporation, or is or was
                  serving at the request of the corporation as a director,
                  officer, employee or agent of another corporation,
                  partnership, joint venture, trust or other enterprise against
                  any liability asserted against such person and incurred by
                  such person in any such capacity, or arising out of such
                  person's status as such, whether or not the corporation would
                  have the power to indemnify such person against such liability
                  under this section.

         (h)      For purposes of this section, references to "the corporation"
                  shall include, in addition to the resulting corporation, any
                  constituent corporation (including any constituent of a
                  constituent) absorbed in a consolidation or merger which, if
                  its separate existence had continued, would have had power and
                  authority to indemnify its directors, officers, and employees
                  or agents, so that any person who is or was a director,
                  officer, employee or agent of such constituent corporation, or
                  is or was serving at the request of such constituent
                  corporation as a director, officer, employee or agent of
                  another corporation, partnership, joint venture, trust or
                  other enterprise, shall stand in the same position under this
                  section with respect to the resulting or surviving corporation
                  as he would have with respect to such constituent corporation
                  if its separate existence had continued.

         (i)      For purposes of this section, references to "other
                  enterprises" shall include employee benefit plans; references
                  to "fines" shall include any excise taxes assessed on a person
                  with respect to any employee benefit plan; and references to
                  "serving at the request of the corporation" shall include any
                  service as a director, officer, employee or agent of the
                  corporation which imposes duties on, or involves services by,
                  such director, officer, employee, or agent with respect to an
                  employee benefit plan, its participants or beneficiaries; and
                  a person who acted in good faith and in a manner such person
                  reasonably believed to be in the interest of the participants
                  and beneficiaries of an employee benefit plan shall be deemed
                  to have acted in a manner "not opposed to the best interests
                  of the corporation" as referred to in this section.

         (j)      The indemnification and advancement of expenses provided by,
                  or granted pursuant to, this section shall, unless otherwise
                  provided when authorized or ratified, continue as to a person
                  who has ceased to be a director, officer, employee or agent
                  and shall inure to the benefit of the heirs, executors and
                  administrators of such a person.
(k)      The Court of Chancery is hereby vested with exclusive
                  jurisdiction to hear and determine all actions for advancement
                  of expenses or indemnification brought under this section or
                  under any bylaw, agreement, vote of stockholders or
                  disinterested directors, or otherwise. The Court of Chancery
                  may summarily determine a corporation's obligation to advance
                  expenses (including attorneys' fees).

RESTATED CERTIFICATE OF INCORPORATION

         The Registrant's Restated Certificate of Incorporation sets forth
circumstances under which directors, officers, employees and agents may be
insured or indemnified against liability which they may incur in their
capacities.

         TENTH:

         (A)      Each person who was or is made a party or is threatened to be
                  made a party to or is otherwise involved in any action, suit
                  or proceeding, whether civil, criminal, administrative or
                  investigative (hereinafter a "proceeding"), by reason of the
                  fact that he or she is or was a Director or an Officer of the
                  Corporation or is or was serving at the request of the
                  Corporation as a Director, Officer, employee or agent of
                  another corporation or of a partnership, joint venture, trust
                  or other enterprise, including service with respect to an
                  employee benefit plan (hereinafter an "indemnitee"), whether
                  the basis of such proceeding is alleged action in an official
                  capacity as a Director, Officer, employee or agent or in any
                  other capacity while serving as a Director, Officer, employee
                  or agent, shall be indemnified and held harmless by the
                  Corporation to the fullest extent authorized by the Delaware
                  General Corporation Law, as the same exists or may hereafter
                  be amended (but, in the case of any such amendment, only to
                  the extent that such amendment permits the Corporation to
                  provide broader indemnification rights than such law permitted
                  the Corporation to provide prior to such amendment), against
                  all expense, liability and loss (including attorneys' fees,
                  judgments, fines, ERISA excise taxes or penalties and amounts
                  paid in settlement) reasonably incurred or suffered by such
                  indemnitee in connection therewith; provided, however, that,
                  except as provided in Section C hereof with respect to
                  proceedings to enforce rights to indemnification, the
                  Corporation shall indemnify any such indemnitee in connection
                  with a proceeding (or part thereof) initiated by such
                  indemnitee only if such proceeding (or part thereof) was
                  authorized by the Board of Directors of the Corporation.

         (B)      The right to indemnification conferred in Section A of this
                  Article TENTH shall include the right to be paid by the
                  Corporation the expenses incurred in defending any such
                  proceeding in advance of its final disposition (hereinafter an
                  "advancement of expenses"); provided, however, that, if the
                  Delaware General Corporation Law requires, an advancement of
                  expenses incurred by an indemnitee in his or her capacity as a
                  Director or Officer (and not in any other capacity in which
                  service was or is rendered by such indemnitee, including,
                  without limitation, service to an employee benefit plan) shall
                  be made only upon delivery to the Corporation of an
                  undertaking (hereinafter an "undertaking"), by or on behalf of
                  such indemnitee, to repay all amounts so advanced if it shall
                  ultimately be determined by final judicial decision from which
                  there is no further right to appeal (hereinafter a "final
                  adjudication") that such indemnitee is not entitled to be
                  indemnified for such expenses under this Section or otherwise.
                  The rights to indemnification and to the advancement of
                  expenses conferred in Sections A and B of this Article TENTH
                  shall be contract rights and such rights shall continue as to
                  an indemnitee who has ceased to be a Director, Officer,
                  employee or agent and shall inure to the benefit of the
                  indemnitee's heirs, executors and administrators.

         (C)      If a claim under Section A or B of this Article TENTH is not
                  paid in full by the Corporation within sixty days after a
                  written claim has been received by the Corporation, except in
                  the case of a claim for an advancement of expenses, in which
                  case the applicable period shall be twenty days, the
                  indemnitee may at any time thereafter bring suit against the
                  Corporation to recover the unpaid amount of the claim. If
                  successful in whole or in part in any such suit, or in a suit
                  brought by the Corporation to recover an advancement of
                  expenses pursuant to the terms of an undertaking, the
indemnitee shall be entitled to be paid also the expense of
                  prosecuting or defending such suit. In (i) any suit brought by
                  the indemnitee to enforce a right to indemnification hereunder
                  (but not in a suit brought by the indemnitee to enforce a
                  right to an advancement of expense ) it shall be a defense
                  that, and (ii) in any suit by the Corporation to recover an
                  advancement of expenses pursuant to the terms of an
                  undertaking the Corporation shall be entitled to recover such
                  expenses upon a final adjudication that, the indemnitee has
                  not made any applicable standard for indemnification set forth
                  in the Delaware General Corporation Law. Neither the failure
                  of the Corporation (including its Board of Directors,
                  independent legal counsel, or its stockholders) to have made a
                  determination prior to the commencement of such suit that
                  indemnification of the indemnitee is proper in the
                  circumstances because the indemnitee has met the applicable
                  standard of conduct set forth in the Delaware General
                  Corporation Law, nor an actual determination by the
                  Corporation (including its Board of Directors, independent
                  legal counsel, or its stockholders) that the indemnitee has
                  not met such applicable standard of conduct, shall create a
                  presumption that the indemnitee has not met the applicable
                  standard of conduct or, in the case of such a suit brought by
                  the indemnitee, be a defense to such suit. In any suit brought
                  by the indemnitee to enforce a right to indemnification or to
                  an advancement of expenses hereunder, or by the Corporation to
                  recover an advancement of expenses pursuant to the terms of an
                  undertaking, the burden of proving that the indemnitee is not
                  entitled to be indemnified, or to such advancement of
                  expenses, under this Article TENTH or otherwise shall be on
                  the Corporation.

         (D)      The rights to indemnification and to the advancement of
                  expenses conferred in this Article TENTH shall not be
                  exclusive of any other right which any person may have or
                  hereafter acquire under any statute, the Corporation's
                  Certificate of Incorporation, By-laws, agreement, vote of
                  stockholders or disinterested Directors or otherwise.

         (E)      The Corporation may maintain insurance, at its expense, to
                  protect itself and any Director, Officer, employee or agent of
                  the Corporation or another corporation, partnership, joint
                  venture, trust or other enterprise against any expense,
                  liability or loss, whether or not the Corporation would have
                  the power to indemnify such person against such expense,
                  liability or loss under the Delaware General Corporation Law.

         (F)      The Corporation may, to the extent authorized from time to
                  time by the Board of Directors, grant rights to
                  indemnification and to the advancement of expenses to any
                  employee or agent of the Corporation to the fullest extent of
                  the provisions of this Article TENTH with respect to the
                  indemnification and advancement of expenses of Directors and
                  Officers of the Corporation.

         ELEVENTH:

         A Director of this Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director, except for liability (i) for any breach of the Director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the Director derived an improper
personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of Directors, then the liability of a Director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.

         Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a Director of the Corporation existing at the time of such repeal
or modification.

INSURANCE

         The Registrant may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, or agent of the Registrant
or is or was serving at the request of the Registrant as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any
liability asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the Registrant would have the
power to indemnify him against such liability under the provisions of its
Restated Certificate of Incorporation. The Registrant has purchased such
insurance.

INDEMNIFICATION AGREEMENTS

         The Registrant has entered into Indemnification Agreements (the
"Indemnification Agreements") with all of the Registrant's directors and with
certain officers of the Registrant and First Federal Savings Bank (the "Bank").
The Indemnification Agreements provide for retroactive as well as prospective
indemnification to the fullest extent permitted by law against any and all
expenses (including attorneys' fees and all other costs and obligations),
judgments, fines, penalties and amounts paid in settlement in connection with
any claim or proceeding arising out of the indemnitee's service as an officer or
director. The Indemnification Agreements also provide for the prompt advancement
of expenses to the director or officer in connection with investigating,
defending or being a witness or participating in any proceeding. The
Indemnification Agreements further provide a mechanism through which the
director or officer may seek court relief in the event the Registrant's Board of
Directors (or other person appointed by such Board) determines that the director
or officer would not be permitted to be indemnified under applicable law. The
Indemnification Agreements impose on the Registrant the burden of proving that
the director or officer is not entitled to indemnification in any particular
case.

         The Indemnification Agreements provide that a Change in Control shall
be deemed to have occurred if (i) any "person" (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than
a trustee or other fiduciary holding securities under an employee benefit plan
of the Registrant or a corporation owned directly or indirectly by the
stockholders of the Registrant in substantially the same proportions as their
ownership of stock of the Registrant, is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under said Act), directly or indirectly, of securities of
the Registrant representing 25% or more of the total voting power represented by
the Registrant's then outstanding voting securities, or (ii) during any 24
consecutive month period, individuals who at the beginning of such period
constitute the Board of Directors of the Registrant and any new director whose
election by the Board of Directors or nomination for election by the
Registrant's stockholders was approved by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors at the beginning of
the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute a majority thereof, or (iii) the
stockholders of the Registrant approve a merger or consolidation of the
Registrant with any other corporation, other than a merger or consolidation
which would result in the voting securities of the Registrant outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) at least 80% of the total power represented by the voting securities of
the Registrant or such surviving entity outstanding immediately after such
merger or consolidation, or (iv) the stockholders of the Registrant approve a
plan of complete liquidation of the Registrant or an agreement for the sale or
disposition by the Registrant (in one transaction or a series of transactions)
of all or substantially all the Registrant's assets. In the event of a potential
Change of Control, the director or officer may require the Registrant to
establish a trust in an amount sufficient to cover the anticipated claims under
the agreement. Following a Change in Control, all determinations regarding a
right to indemnity and a right to advancement of expenses shall be made by
independent legal counsel to be selected by the director or officer and approved
by the Board.

         While not requiring the maintenance of directors' and officers'
liability insurance, the Indemnification Agreements require that the directors
and officers be provided with maximum coverage if there is such a policy.
Further, the Indemnification Agreements provide that if the Registrant pays a
director or officer pursuant to an Indemnification Agreement, the Registrant
will be subrogated to such director's or officer's rights to recover from third
parties.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.
Exhibits
4.1              FirstFed Bancorp, Inc. 2001 Stock Incentive Plan.

5.1              Opinion of Paul, Hastings, Janofsky & Walker LLP regarding the legality of the
                 securities being registered by the Registrant.

23.1             Consent of Paul, Hastings, Janofsky & Walker LLP (contained in Exhibit 5.1 hereof).

23.2             Consent of Arthur Andersen LLP.

24.1             Power of Attorney (contained in the signature page hereof).

99.1             Form of Stock Option Award associated with the Plan.

99.2             Form of Restricted Stock Award associated with the Plan.

99.3             Form of Deferred Share Award associated with the Plan.
Item 9.  Undertakings.

          (a) The Registrant hereby undertakes:

                  (1) To file, during any period in which it offers or sells
         securities, a post-effective amendment to this Registration Statement
         to:

                           i)       Include any prospectus required by Section
                   10(a)(3) of the Securities Act;

                           ii) Reflect in the prospectus any facts or events
                   which, individually or in the aggregate, represent a
                   fundamental change in the information set forth in the
                   Registration Statement. Notwithstanding the foregoing, any
                   increase or decrease in volume of securities offered (if the
                   total dollar value of securities offered would not exceed
                   that which was registered) and any deviation from the low or
                   high end of the estimated maximum offering range may be
                   reflected in the form of prospectus filed with the Commission
                   pursuant to Rule 424(b) if, in the aggregate, the changes in
                   volume and price represent no more than a 20% change in the
                   maximum aggregate offering price set forth in the
                   "Calculation of Registration Fee" table in the effective
                   registration statement.

                           iii)     Include any additional or changed material
                   information to the plan of distribution.

                  (2) For determining any liability under the Securities Act,
         treat each such post-effective amendment as a new registration
         statement of the securities offered therein, and the offering of such
         securities at that time to be the initial bona fide offering thereof.

                  (3) To file a post-effective amendment to remove from
         registration any of the securities being registered that remain unsold
         at the end of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bessemer, State of Alabama, on May 30, 2001.

                                           FIRSTFED BANCORP, INC.

                                           By:/s/ B.K. Goodwin, III
                                              ------------------------------
                                              B.K. Goodwin, III
                                              Chairman of the Board,
                                              President and
                                              Chief Executive Officer
POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints B.K.
Goodwin, III as his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement (or any
registration statement for the same offering that is to be effective upon filing
pursuant to Rule 426(b) under the Securities Act of 1933) and to cause the same
to be filed, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby granting to said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite or desirable to be done in and about the premises,
as fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all acts and things that said
attorney-in-fact and agent or his substitutes or substitute, may lawfully do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                  Title                                         Date

/s/ B.K. Goodwin, III      President, Chief Executive Officer and        May   __, 2001
----------------------     Chairman of the Board
B.K. Goodwin, III

/s/ Lynn J. Joyce          Chief Financial Officer, Executive Vice       May   __, 2001
----------------------     President, Secretary and Treasurer
Lynn J. Joyce

/s/ Fred T. Blair          Director                                      May   __, 2001
----------------------
Fred T. Blair

/s/ James B. Koikos        Director                                      May   __, 2001
----------------------
James B. Koikos

                           Director                                      May   __, 2001
----------------------
A.W. Kuhn

                           Director                                      May   __, 2001
----------------------
Malcolm E. Lewis

                           Director                                      May   __, 2001
----------------------
E.H. Moore, Jr.

                           Director                                      May   __, 2001
----------------------
James E. Mulkin

/s/ Robert E. Paden        Director                                      May   __, 2001
----------------------
Robert E. Paden

/s/ G. Larry Russell       Director                                      May   __, 2001
----------------------
G. Larry Russell
EXHIBIT INDEX
Exhibits
4.1              FirstFed Bancorp, Inc. 2001 Stock Incentive Plan (the "Plan")

5.1              Opinion of Paul, Hastings, Janofsky & Walker LLP regarding the legality of the
                 securities being registered by the Registrant.

23.1             Consent of Paul, Hastings, Janofsky & Walker LLP (contained in Exhibit 5.1 hereof)

23.2             Consent of Arthur Andersen LLP

24.1             Power of Attorney (contained in the signature page hereof)

99.1             Form of Stock Option Award associated with the Plan

99.2             Form of Restricted Stock Award associated with the Plan

99.3             Form of Deferred Share Award associated with the Plan