<PAGE>
 
     As filed with the Securities and Exchange Commission on July 29, 1996
                                               Registration No. 333-______
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                    --------------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                    ---------------------------------------

                             FIRSTFED BANCORP, INC.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as Specified in Its Charter)

                           Delaware                       63-1048648
                 -------------------------------       -------------------
                 (State or other jurisdiction of       (I.R.S. Employer
                 incorporation or organization)        Identification No.)

                           1630 Fourth Avenue, North
                         Bessemer, Alabama  35020-5711
- --------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                             FirstFed Bancorp, Inc.
                      1995 Stock Option and Incentive Plan
               -------------------------------------------------
                            (Full Title of the Plan)

                               B.K. Goodwin, III
                     Chief Executive Officer and President
                            FirstFed Bancorp, Inc.
                           1630 Fourth Avenue, North
                         Bessemer, Alabama  35020-5711
          ----------------------------------------------------------
                    (Name and Address of Agent For Service)

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
          Title of                               Proposed Maximum      Proposed Maximum        Amount of
        of Securities       Amount to be          Offering Price      Aggregate Offering      Registration
      to be registered       Registered              Per Share               Price                 Fee
- ------------------------------------------------------------------------------------------------------------------
<S>                          <C>                 <C>                   <C>                   <C>
Common Stock,
$.01 par value               30,000 (1)                 (2)                 $732,380 (2)          $252.54
==================================================================================================================
</TABLE>
(1)  Maximum number of shares issuable under the FirstFed Bancorp, Inc. 1995
     Stock Option and Incentive Plan (30,000 shares), as such amounts may be
     increased in accordance with said plan in the event of a merger,
     consolidation, recapitalization or similar event involving the Registrant.
(2)  Under Rule 457(h) the registration fee may be calculated, inter alia, based
                                                               ----- ----       
     upon the price at which the options may be exercised.  30,000 shares are
     being registered hereby, of which 26,000 are under option at a weighted
     average exercise price of $23.75 per share ($617,500 in the aggregate).
     The remainder of such shares, which are not presently subject to option
     (4,000 shares), are being registered based upon the book value of the
     common stock, on June 30, 1996, of $28.72 per share ($114,880 in the
     aggregate).  Therefore, the total amount of the offering being registered
     herein is $732,380.
<PAGE>
 
                                    PART I

                      INFORMATION REQUIRED IN THE SECTION
                                10(a) PROSPECTUS

 Item 1.  Plan Information*
 ------                    

 Item 2.  Registrant Information and Employee Plan Annual Information*
 ------                                                               

      *Documents containing the information required by Part I of this
 Registration Statement will be sent or given to participants in the FirstFed
 Bancorp, Inc. 1995 Stock Option and Incentive Plan (the "Plan") in accordance
 with Rule 428(b)(1). In accordance with Note to Part I of Form S-8, such
 documents are not filed with the Securities and Exchange Commission (the
 "Commission") either as part of this Registration Statement or as prospectuses
 or prospectus supplements.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 Item 3.  Incorporation of Certain Documents by Reference
 ------                                                  

      FirstFed Bancorp, Inc. (the "Company") is subject to the informational
 requirements of the Securities Exchange Act of 1934 (the "1934 Act") and,
 accordingly, files periodic reports and other information with the Commission.
 Reports, proxy statements and other information concerning the Company filed
 with the Commission may be inspected and copies may be obtained (at prescribed
 rates) at the Commission's Public Reference Section, Room 1024, 450 Fifth
 Street, N.W., Washington, D.C. 20549.

      The following documents are incorporated by reference in this Registration
 Statement:

      (a) The Company's Annual Report on Form 10-K for the fiscal year ended
 March 31, 1996 as filed with the Commission on June 28, 1996 (Commission File
 No. 0-19609).

      (b) The information set forth under "Description of Capital Stock of the
 Holding Company" (Page 100) of the Prospectus, included as part of the
 Company's Registration Statement on Form S-1 (Registration No. 33-41540), which
 information is incorporated herein by reference.

      All documents filed by the Company pursuant to Sections 13(a), 13(c), 14,
 and 15(d) of the Securities Exchange Act of 1934 after the date hereof and
 prior to the termination of the offering of the shares of common stock, par
 value $.01 per share ("Common Stock") shall be deemed to be incorporated by
 reference in this Registration Statement, and to be a part hereof from the date
 of filing of such documents.

 Item 4.  Description of Securities
 ------                            

          Not applicable, as the Common Stock is registered under Section 12 of
 the Securities Exchange Act of 1934.
<PAGE>
 
 Item 5.  Interests of Named Experts and Counsel
 ------                                         

          Not Applicable.

 Item 6.  Indemnification of Directors and Officers
 ------                                            

               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.

      (S)145. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
 INSURANCE. (a) A corporation may 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 him in connection with such action, suit or proceeding if he acted
 in good faith and in a manner he 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 no reasonable cause to believe his 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 he 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 his conduct was unlawful.

      (b) A corporation may 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 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)
 actually and reasonably incurred by him in connection with the defense or
 settlement of such action or suit if he acted in good faith and in a manner he
 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
 indemnity for such expenses which the Court of Chancery or such other court
 shall deem proper.

      (c) To the extent that a director, officer, employee or agent 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, he shall be
<PAGE>
 
 indemnified against expenses (including attorneys' fees) actually and
 reasonably incurred by him 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 director,
 officer, employee or agent is proper in the circumstances because he has met
 the applicable standard of conduct set forth in subsections (a) and (b) of this
 section.  Such determination shall be made (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) if there are no such directors, or if such directors
 so direct, by independent legal counsel in a written opinion, or (3) 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 he is not entitled to be indemnified by
 the corporation as authorized in this Section.  Such expenses (including
 attorneys' fees) incurred by other employees and agents may be so paid upon
 such terms and conditions, if any, as the board of directors 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 his
 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 him
 and incurred by him in any such capacity, or arising out of his status as such,
 whether or not the corporation would have the power to indemnify him 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
<PAGE>
 
 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 he
 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).


      The Company'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
<PAGE>
 
 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 expenses) 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
 met 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
<PAGE>
 
 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 authorized 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.

      Pursuant to the terms of the Stock Option and Incentive Plan, the Company
 has agreed to indemnify directors who serve as a member of the committee
 responsible for administering the respective Plan.

      The Company may purchase and maintain insurance on behalf of any person
 who is or was a director, officer, employee, or agent of the Company or is or
 was serving at the request of the Company 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
 Company would have the power to indemnify him against such liability under the
 provisions of its Restated Certificate of Incorporation. The Company has
 purchased such insurance.

 Item 7.  Exemption from Registration Claimed
 ------                                      

         Not Applicable.

 Item 8.  Exhibits
 ------           

      For a list of all exhibits filed or included as part of this Registration
 Statement, see "Index to Exhibits" at the end of this Registration Statement.
<PAGE>
 
 Item 9.  Undertakings
 ------               

      1.   The undersigned registrant hereby undertakes:

           (a)  To file, during any period in which offers or sales are being
 made, a post-effective amendment to this registration statement --

              (i)  To include any prospectus required by Section 10(a)(3) of the
            Securities Act of 1933;

              (ii)  To reflect in the prospectus any facts or events arising
            after the effective date of the registration statement (or the most
            recent post-effective amendment thereof) which, individually or in
            the aggregate, represent a fundamental change in the information set
            forth in the registration statement;

              (iii)  To include any material information with respect to the
            plan of distribution not previously disclosed in the  registration
            statement or any material change to such information in the
            registration statement;

 provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
 registration statement is on Form S-3, Form S-8, and the information required
 to be included in a post-effective amendment by those paragraphs is contained
 in periodic reports filed by the registrant pursuant to Section 13 or 15(d) of
 the Securities Exchange Act of 1934 that are incorporated by reference in the
 registration statement.

            (b)  That, for the purpose of determining any liability under the
 Securities Act of 1934, to treat each post-effective amendment as a new
 registration statement relating to the securities offered, and the offering of
 the securities at that time to be the initial bona fide offering.

            (c)  To remove from registration by means of a post-effective
 amendment any of the securities being registered which remain unsold at the
 termination of the offering.

            (d)  If the registrant is a foreign private issuer, to file a post-
 effective amendment to the registration statement to include any financial
 statements required by Rule 3-19 of Regulation S-X at the start of any delayed
 offering or throughout a continuous offering.

      2.    The undersigned registrant hereby undertakes that, for purposes of
 determining any liability under the Securities Act of 1933, each filing of the
 registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
 Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
 plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
 of 1934) 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.

      3.    The undersigned registrant hereby undertakes to deliver or cause to
 be delivered with the prospectus, to each person to whom the prospectus is sent
 or given, the latest annual report to security holders that is incorporated by
 reference in the prospectus and furnished pursuant to and meeting the
<PAGE>
 
 requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
 1934; and, where interim financial information required to be presented by
 Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
 cause to be delivered to each person to whom the prospectus is sent or given,
 the latest quarterly report that is specifically incorporated by reference in
 the prospectus to provide such interim financial information.

      4.    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 Securities and
 Exchange Commission such indemnification is against public policy as expressed
 in the 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.
<PAGE>
 
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
 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 July 25, 1996.

                                      FIRSTFED BANCORP, INC.

                                   By: /s/ B. K. Goodwin, III
                                      ------------------------------------
                                      B. K. Goodwin, III
                                      President and Chief Executive Officer
                                      (Duly Authorized Representative)

      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 dates indicated.
<TABLE> 
<CAPTION> 
 Signatures                         Title                      Date
 ----------                         -----                      ----
<S>                                 <C>                        <C>
 By:  /s/ B. K. Goodwin, III        President, Chief           July 25, 1996
     -------------------------      Executive Officer, and 
     B. K. Goodwin, III             Chairman of the Board  
                                    

 By:  /s/ Lynn J. Joyce             Vice President,            July 25, 1996
     -------------------------                                   
     Lynn J. Joyce                  Secretary and Treasurer


 By:  /s/ Fred T. Blair             Director                   July 25, 1996
     -------------------------                                   
     Fred T. Blair


 By: -------------------------      Director                   July   , 1996
     A. W. Kuhn                                                    ---


 By:  /s/ James B. Koikos           Director                   July 25, 1996
     -------------------------                                   
     James B. Koikos


 By:  /s/ Malcolm E. Lewis          Director                   July 25, 1996
     -------------------------                                   
     Malcolm E. Lewis


 By:  /s/ E. H. Moore, Jr.          Director                   July 25, 1996
     -------------------------                                   
     E. H. Moore, Jr.


 By:  /s/ James E. Mulkin           Director                   July 25, 1996
     -------------------------                                   
     James E. Mulkin


 By:  /s/ Robert E. Paden           Director                   July 25, 1996
     -------------------------                                   
     Robert E. Paden


 By:  /s/ G. Larry Russell          Director                   July 25, 1996
     -------------------------                                   
     G. Larry Russell
</TABLE> 
<PAGE>
 
                               INDEX TO EXHIBITS

<TABLE> 
<CAPTION>                                                                    
                                                                   Sequential
 Exhibit                   Description                             Page Number
 -------                   -----------                             -----------
 <C>        <S>                           
 5          Opinion of Housley Kantarian & Bronstein, P.C. 
            as to the validity of the Common Stock being 
            registered

 23.1       Consent of Housley Kantarian & Bronstein, P.C. 
            (appears in their opinion filed as Exhibit 5)

 23.2       Consent of Independent Public Accountants

 99.1       FirstFed Bancorp, Inc. 1995 Stock Option and 
            Incentive Plan

 99.2       Form of Stock Option Agreement to be entered  
            into with Optionees with respect to Incentive 
            Stock Options granted under the 1995 Stock
            Option and Incentive Plan

 99.3       Form of Stock Option Agreement to be entered 
            into with Optionees with respect to Non-
            Incentive Stock Options granted under the 1995 
            Stock Option and Incentive Plan

 99.4       Form of Agreement to be entered into with 
            Optionees with respect to Stock Appreciation 
            Rights granted under the 1995 Stock Option and
            Incentive Plan

 99.5       Board resolutions approving the 1995 Stock 
            Option and Incentive Plan
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 34586}]
{"company-data": {"conformed-name": "FIRSTFED BANCORP INC", "cik": "0000876947", "assigned-sic": "6035", "irs-number": "631048648", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09065", "film-number": "96600314"}, "business-address": {"street1": "1630 4TH AVE N", "city": "BESSEMER", "state": "AL", "zip": "35020", "phone": "2054288472"}}
As filed with the Securities and Exchange Commission on July 29, 1996
                                               Registration No. 333-______
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                    --------------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                    ---------------------------------------

                             FIRSTFED BANCORP, INC.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as Specified in Its Charter)

                           Delaware                       63-1048648
                 -------------------------------       -------------------
                 (State or other jurisdiction of       (I.R.S. Employer
                 incorporation or organization)        Identification No.)

                           1630 Fourth Avenue, North
                         Bessemer, Alabama  35020-5711
- --------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                             FirstFed Bancorp, Inc.
                      1995 Stock Option and Incentive Plan
               -------------------------------------------------
                            (Full Title of the Plan)

                               B.K. Goodwin, III
                     Chief Executive Officer and President
                            FirstFed Bancorp, Inc.
                           1630 Fourth Avenue, North
                         Bessemer, Alabama  35020-5711
          ----------------------------------------------------------
                    (Name and Address of Agent For Service)

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

                        CALCULATION OF REGISTRATION FEE
==================================================================================================================
          Title of                               Proposed Maximum      Proposed Maximum        Amount of
        of Securities       Amount to be          Offering Price      Aggregate Offering      Registration
      to be registered       Registered              Per Share               Price                 Fee
- ------------------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value               30,000 (1)                 (2)                 $732,380 (2)          $252.54
==================================================================================================================
(1)  Maximum number of shares issuable under the FirstFed Bancorp, Inc. 1995
     Stock Option and Incentive Plan (30,000 shares), as such amounts may be
     increased in accordance with said plan in the event of a merger,
     consolidation, recapitalization or similar event involving the Registrant.
(2)  Under Rule 457(h) the registration fee may be calculated, inter alia, based
                                                               ----- ----       
     upon the price at which the options may be exercised.  30,000 shares are
     being registered hereby, of which 26,000 are under option at a weighted
     average exercise price of $23.75 per share ($617,500 in the aggregate).
     The remainder of such shares, which are not presently subject to option
     (4,000 shares), are being registered based upon the book value of the
     common stock, on June 30, 1996, of $28.72 per share ($114,880 in the
     aggregate).  Therefore, the total amount of the offering being registered
     herein is $732,380.
PART I

                      INFORMATION REQUIRED IN THE SECTION
                                10(a) PROSPECTUS

 Item 1.  Plan Information*
 ------                    

 Item 2.  Registrant Information and Employee Plan Annual Information*
 ------                                                               

      *Documents containing the information required by Part I of this
 Registration Statement will be sent or given to participants in the FirstFed
 Bancorp, Inc. 1995 Stock Option and Incentive Plan (the "Plan") in accordance
 with Rule 428(b)(1). In accordance with Note to Part I of Form S-8, such
 documents are not filed with the Securities and Exchange Commission (the
 "Commission") either as part of this Registration Statement or as prospectuses
 or prospectus supplements.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 Item 3.  Incorporation of Certain Documents by Reference
 ------                                                  

      FirstFed Bancorp, Inc. (the "Company") is subject to the informational
 requirements of the Securities Exchange Act of 1934 (the "1934 Act") and,
 accordingly, files periodic reports and other information with the Commission.
 Reports, proxy statements and other information concerning the Company filed
 with the Commission may be inspected and copies may be obtained (at prescribed
 rates) at the Commission's Public Reference Section, Room 1024, 450 Fifth
 Street, N.W., Washington, D.C. 20549.

      The following documents are incorporated by reference in this Registration
 Statement:

      (a) The Company's Annual Report on Form 10-K for the fiscal year ended
 March 31, 1996 as filed with the Commission on June 28, 1996 (Commission File
 No. 0-19609).

      (b) The information set forth under "Description of Capital Stock of the
 Holding Company" (Page 100) of the Prospectus, included as part of the
 Company's Registration Statement on Form S-1 (Registration No. 33-41540), which
 information is incorporated herein by reference.

      All documents filed by the Company pursuant to Sections 13(a), 13(c), 14,
 and 15(d) of the Securities Exchange Act of 1934 after the date hereof and
 prior to the termination of the offering of the shares of common stock, par
 value $.01 per share ("Common Stock") shall be deemed to be incorporated by
 reference in this Registration Statement, and to be a part hereof from the date
 of filing of such documents.

 Item 4.  Description of Securities
 ------                            

          Not applicable, as the Common Stock is registered under Section 12 of
 the Securities Exchange Act of 1934.
Item 5.  Interests of Named Experts and Counsel
 ------                                         

          Not Applicable.

 Item 6.  Indemnification of Directors and Officers
 ------                                            

               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.

      (S)145. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
 INSURANCE. (a) A corporation may 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 him in connection with such action, suit or proceeding if he acted
 in good faith and in a manner he 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 no reasonable cause to believe his 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 he 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 his conduct was unlawful.

      (b) A corporation may 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 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)
 actually and reasonably incurred by him in connection with the defense or
 settlement of such action or suit if he acted in good faith and in a manner he
 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
 indemnity for such expenses which the Court of Chancery or such other court
 shall deem proper.

      (c) To the extent that a director, officer, employee or agent 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, he shall be
indemnified against expenses (including attorneys' fees) actually and
 reasonably incurred by him 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 director,
 officer, employee or agent is proper in the circumstances because he has met
 the applicable standard of conduct set forth in subsections (a) and (b) of this
 section.  Such determination shall be made (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) if there are no such directors, or if such directors
 so direct, by independent legal counsel in a written opinion, or (3) 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 he is not entitled to be indemnified by
 the corporation as authorized in this Section.  Such expenses (including
 attorneys' fees) incurred by other employees and agents may be so paid upon
 such terms and conditions, if any, as the board of directors 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 his
 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 him
 and incurred by him in any such capacity, or arising out of his status as such,
 whether or not the corporation would have the power to indemnify him 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 he
 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).

      The Company'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 expenses) 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
 met 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 authorized 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.

      Pursuant to the terms of the Stock Option and Incentive Plan, the Company
 has agreed to indemnify directors who serve as a member of the committee
 responsible for administering the respective Plan.

      The Company may purchase and maintain insurance on behalf of any person
 who is or was a director, officer, employee, or agent of the Company or is or
 was serving at the request of the Company 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
 Company would have the power to indemnify him against such liability under the
 provisions of its Restated Certificate of Incorporation. The Company has
 purchased such insurance.

 Item 7.  Exemption from Registration Claimed
 ------                                      

         Not Applicable.

 Item 8.  Exhibits
 ------           

      For a list of all exhibits filed or included as part of this Registration
 Statement, see "Index to Exhibits" at the end of this Registration Statement.
Item 9.  Undertakings
 ------               

      1.   The undersigned registrant hereby undertakes:

           (a)  To file, during any period in which offers or sales are being
 made, a post-effective amendment to this registration statement --

              (i)  To include any prospectus required by Section 10(a)(3) of the
            Securities Act of 1933;

              (ii)  To reflect in the prospectus any facts or events arising
            after the effective date of the registration statement (or the most
            recent post-effective amendment thereof) which, individually or in
            the aggregate, represent a fundamental change in the information set
            forth in the registration statement;

              (iii)  To include any material information with respect to the
            plan of distribution not previously disclosed in the  registration
            statement or any material change to such information in the
            registration statement;

 provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
 registration statement is on Form S-3, Form S-8, and the information required
 to be included in a post-effective amendment by those paragraphs is contained
 in periodic reports filed by the registrant pursuant to Section 13 or 15(d) of
 the Securities Exchange Act of 1934 that are incorporated by reference in the
 registration statement.

            (b)  That, for the purpose of determining any liability under the
 Securities Act of 1934, to treat each post-effective amendment as a new
 registration statement relating to the securities offered, and the offering of
 the securities at that time to be the initial bona fide offering.

            (c)  To remove from registration by means of a post-effective
 amendment any of the securities being registered which remain unsold at the
 termination of the offering.

            (d)  If the registrant is a foreign private issuer, to file a post-
 effective amendment to the registration statement to include any financial
 statements required by Rule 3-19 of Regulation S-X at the start of any delayed
 offering or throughout a continuous offering.

      2.    The undersigned registrant hereby undertakes that, for purposes of
 determining any liability under the Securities Act of 1933, each filing of the
 registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
 Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
 plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
 of 1934) 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.

      3.    The undersigned registrant hereby undertakes to deliver or cause to
 be delivered with the prospectus, to each person to whom the prospectus is sent
 or given, the latest annual report to security holders that is incorporated by
 reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
 1934; and, where interim financial information required to be presented by
 Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
 cause to be delivered to each person to whom the prospectus is sent or given,
 the latest quarterly report that is specifically incorporated by reference in
 the prospectus to provide such interim financial information.

      4.    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 Securities and
 Exchange Commission such indemnification is against public policy as expressed
 in the 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, as amended,
 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 July 25, 1996.

                                      FIRSTFED BANCORP, INC.

                                   By: /s/ B. K. Goodwin, III
                                      ------------------------------------
                                      B. K. Goodwin, III
                                      President and Chief Executive Officer
                                      (Duly Authorized Representative)

      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 dates indicated.
Signatures                         Title                      Date
 ----------                         -----                      ----
By:  /s/ B. K. Goodwin, III        President, Chief           July 25, 1996
     -------------------------      Executive Officer, and 
     B. K. Goodwin, III             Chairman of the Board  
                                    

 By:  /s/ Lynn J. Joyce             Vice President,            July 25, 1996
     -------------------------                                   
     Lynn J. Joyce                  Secretary and Treasurer

 By:  /s/ Fred T. Blair             Director                   July 25, 1996
     -------------------------                                   
     Fred T. Blair

 By: -------------------------      Director                   July   , 1996
     A. W. Kuhn                                                    ---

 By:  /s/ James B. Koikos           Director                   July 25, 1996
     -------------------------                                   
     James B. Koikos

 By:  /s/ Malcolm E. Lewis          Director                   July 25, 1996
     -------------------------                                   
     Malcolm E. Lewis

 By:  /s/ E. H. Moore, Jr.          Director                   July 25, 1996
     -------------------------                                   
     E. H. Moore, Jr.

 By:  /s/ James E. Mulkin           Director                   July 25, 1996
     -------------------------                                   
     James E. Mulkin

 By:  /s/ Robert E. Paden           Director                   July 25, 1996
     -------------------------                                   
     Robert E. Paden

 By:  /s/ G. Larry Russell          Director                   July 25, 1996
     -------------------------                                   
     G. Larry Russell
INDEX TO EXHIBITS
Sequential
 Exhibit                   Description                             Page Number
 -------                   -----------                             -----------
5          Opinion of Housley Kantarian & Bronstein, P.C. 
            as to the validity of the Common Stock being 
            registered

 23.1       Consent of Housley Kantarian & Bronstein, P.C. 
            (appears in their opinion filed as Exhibit 5)

 23.2       Consent of Independent Public Accountants

 99.1       FirstFed Bancorp, Inc. 1995 Stock Option and 
            Incentive Plan

 99.2       Form of Stock Option Agreement to be entered  
            into with Optionees with respect to Incentive 
            Stock Options granted under the 1995 Stock
            Option and Incentive Plan

 99.3       Form of Stock Option Agreement to be entered 
            into with Optionees with respect to Non-
            Incentive Stock Options granted under the 1995 
            Stock Option and Incentive Plan

 99.4       Form of Agreement to be entered into with 
            Optionees with respect to Stock Appreciation 
            Rights granted under the 1995 Stock Option and
            Incentive Plan

 99.5       Board resolutions approving the 1995 Stock 
            Option and Incentive Plan