As filed with the Securities and Exchange Commission on August 8, 2006
                                                      Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            FIRSTFED FINANCIAL CORP.
                            ------------------------
             (Exact name of registrant as specified in its charter)

               Delaware                                   95-4087449
               --------                                   ----------
   (State or other jurisdiction of                     (I.R.S. Employer
    incorporation or organization)                   Identification Number)

        401 Wilshire Boulevard
       Santa Monica, California                           90401-1490
       ------------------------                           ----------
   (Address of Principal Executive                        (Zip Code)
               Offices)

                    2007 NONEMPLOYEE DIRECTORS RESTRICTED STOCK PLAN
                            (Full Title of the Plan)

                     Ann E. Lederer, Senior Vice President,
                          General Counsel and Secretary
            401 Wilshire Boulevard, Santa Monica, California 90401-1490
                     (Name and Address of agent for service)

                                 (310) 319-6000
          (Telephone number, including area code, of agent for service)



================================================================================


                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
<TABLE>



                                                                  Proposed
                                                                  Maximum            Proposed            Amount of
 Title of Securities                           Amount to be     Offering Price       Maximum            Registration
 to be Registered                             Registered (1)     Per Share (2)     Offering Price (2)        Fee
-----------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                   <C>               <C>                  <C>
 FirstFed Financial Corp. Common Stock
   ($.01 Par Value)                           200,000 shares        57.08             $11,416,000          $1,221.51

-----------------------------------------------------------------------------------------------------------------------
</TABLE>
 (1) Represents an estimate of the maximum number of shares of Common Stock that
     may be  purchased  under the  FirstFed  Financial  Corp.  2007  Nonemployee
     Directors  Restricted Stock Plan. Pursuant to Rule 416 under the Securities
     Act of 1933, as amended,  this  Registration  Statement shall also cover an
     additional  indeterminate  number of shares as may be required in the event
     of a stock dividend, stock split, recapitalization or similar transaction.

 (2) Estimated solely for purposes of calculating the registration fee, pursuant
     to Rule 457(c) and (h)(1),  on the basis of the average of the high and low
     reported sales price of the registrant's Common Stock on the New York Stock
     Exchange on August 3, 2006.

--------------------------------------------------------------------------------
<PAGE>

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

      The documents containing the information  specified in Part I will be sent
 or given to each  recipient  of an award under the FirstFed  Financial  Corp.'s
 (the "Company") 2007 Nonemployee  Directors Restricted Stock Plan (the "Plan"),
 as specified by Rule 428(b)(1) promulgated under the Securities Act of 1933, as
 amended (the  "Securities  Act"). In accordance with the instructions to Part I
 of Form S-8, such  documents will not be filed with the Securities and Exchange
 Commission (the "Commission") either as part of this registration  statement or
 as  prospectuses  or prospectus  supplements  pursuant to Rule 424  promulgated
 under the Securities  Act. These  documents and the documents  incorporated  by
 reference pursuant to Item 3 of Part II of this registration  statement,  taken
 together,  constitute  the  prospectus  as  required  by  Section  10(a) of the
 Securities Act.

PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

      The following documents filed by the Company with the Commission (File No.
      1-9566) are incorporated herein by reference:

      1. The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
      December 31, 2005, as filed with the Commission on March 15, 2006 pursuant
      to the Securities Exchange Act of 1934, as amended (the "Exchange Act").

      2. The Company's Quarterly Report on Form 10-Q for the quarter ended March
      31, 2006, as filed with the Commission on May 10, 2006 and for the quarter
      ended June 30, 2006, as filed with the Commission on August 7, 2006.

      3. The description of the Company's Common Stock included in the Company's
      Registration  Statement on Form 8-A dated May 28, 1987,  as filed with the
      Commission pursuant to Section 12 of the Exchange Act.

      4. The description of the Plan as well as a copy thereof  included in, and
      as an appendix  to, the Proxy  Statement  on Schedule  14A dated March 17,
      2006, as amended on March 17, 2006.

      5. The Company's Current Reports on Form 8-K, as filed with the Commission
      on January 25, 2006, February 27, 2006, February 28, 2006, March 21, 2006,
      April 26, 2006,  April 27, 2006, May 9, 2006, May 26, 2006,  June 5, 2006,
      June 22, 2006, June 27, 2006 and July 27, 2006.

      All other documents subsequently filed by the Company pursuant to Sections
 13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing of a
 post-effective  amendment  which indicates that all the shares of the Company's
 Common Stock offered hereby have been sold or which  deregisters all the shares
 of the  Company's  Common Stock then  remaining  unsold,  shall be deemed to be
 incorporated  by reference  into the  Registration  Statement  and to be a part
 hereof  from the date of  filing of such  documents;  (such  documents  and the
 documents  enumerated  above being  hereinafter  referred  to as  "Incorporated
 Documents");   provided  however,   that  the  documents  enumerated  above  or
 subsequently  filed by the Company  pursuant to Section  13(a),  13(c),  14 and
 15(d) of the Exchange  Act in each year during which the offering  made by this
 Registration  Statement is in effect prior to the filing with the Commission of
 the  Company's  Annual  Report on Form  10-K  covering  such year  shall not be
 Incorporated  Documents or be  incorporated  by reference in this  Registration
 Statement  or be a part hereof from and after the filing of such Annual  Report
 on Form 10-K.

      Any  statement  contained  in a  document  incorporated  or  deemed  to be
 incorporated  by reference  herein shall be deemed to be modified or superseded
 for this  purpose to the extent  that a  statement  contained  herein or in any
 other subsequently filed document which also is or is deemed to be incorporated
 by reference  herein modifies or supersedes such statement.  Any such statement
 so  modified  or  superseded  shall not be  deemed,  except as so  modified  or
 superseded, to constitute a part of the Registration Statement.

Item 4. Description of Securities.

      The Company's Common Stock to be offered is registered under Section 12(b)
 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

      The validity of the securities offered under the Registration Statement is
 being  passed  upon  for the  Company  by Ann E.  Lederer,  Esq.,  Senior  Vice
 President,  General  Counsel and  Secretary  to the Company.  Ms.  Lederer owns
 shares of the  Company's  Common  Stock and has  received  under the  Company's
 employee incentive plans options that can be exercised for additional shares of
 the Company's Common Stock.

Item 6. Indemnification of Directors and Officers.

      Section 102(b)(7) of the Delaware General Corporate Law ("DGCL") permits a
 Delaware corporation in its certificate of incorporation to limit or eliminate,
 subject to certain  statutory  limitations,  the  personal  liability  of their
 directors in certain  circumstances.  Article Eleven of the Company's  Restated
 Certificate  of  Incorporation   (the   "Certificate")   contains  a  provision
 eliminating or limiting director  liability to the Company and its stockholders
 for monetary damages arising from acts or omissions in the director's  capacity
 as a director. The provision does not, however, eliminate or limit the personal
 liability of a director (i) for any breach of such director's fiduciary duty of
 loyalty to the Company or its  stockholders,  (ii) for acts or omissions not in
 good faith or which involve  intentional  misconduct or a knowing  violation of
 law or (iii) under Section 174 of the DGCL making directors  personally liable,
 under a negligence standard, for unlawful dividends or unlawful stock purchases
 or  redemptions.  This  provision  offers  persons  who  serve on the  Board of
 Directors  of  the  Company  protection  against  awards  of  monetary  damages
 resulting from breaches of their duty of care (except as indicated above). As a
 result of this provision,  the ability of the Company or a stockholder  thereof
 to successfully prosecute an action against a director for a breach of his duty
 of care is limited. However, this provision does not affect the availability of
 equitable  remedies such as an injunction or rescission based upon a director's
 breach of the duty of care.  The SEC has taken the position  that the provision
 will have no effect on claims arising under the federal securities laws.

      Section 145 of the DGCL grants  corporations  the right to indemnify their
 directors,  officers,  employees and agents in accordance  with its provisions.
 Article   Twelve  of  the   Company's   Certificate   provides  for   mandatory
 indemnification  rights,  subject  to  limited  exceptions,  to  any  director,
 officer,  employee,  or agent of the Company who, by reason of the fact that he
 or she is a director,  officer,  employee, or agent of the Company, is involved
 in a legal  proceeding  of any  nature.  Such  indemnification  rights  include
 reimbursement for expenses  incurred by such director,  officer,  employee,  or
 agent in advance of the final disposition of such proceeding in accordance with
 the applicable provisions of the DGCL.

      The  Company  has  purchased  insurance  containing  customary  terms  and
 conditions  as  permitted  by  Delaware  law on  behalf  of its  directors  and
 officers.


Item 7. Exemption from Registration Claimed.

      Not Applicable.

Item 8. Exhibits.

      Reference is made to the Exhibit Index.

Item 9. Undertakings.

      (a) The undersigned registrant hereby undertakes:

       (1) 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.  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  Securities  and Exchange  Commission  pursuant to Rule 424(b)
         under the Securities  Act of 1933 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) 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)(1)(i) and (a)(1)(ii) do not apply
 if the  registration  statement  is on Form S-3,  Form S-8 or Form F-3, and the
 information  required  to be included in a  post-effective  amendment  by those
 paragraphs  is  contained  in periodic  reports  filed with or furnished to the
 Commission  by the  registrant  pursuant to section 13 or section  15(d) of the
 Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in the
 registration statement.

       (2)  That,  for the  purpose  of  determining  any  liability  under  the
       Securities  Act of 1933,  each  such  post-effective  amendment  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) 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.

      (b) 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 Section 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.

      (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 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,  the
 undersigned 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,  or amendment thereto, to be signed on its behalf
 by the  undersigned,  thereunto duly  authorized,  in the City of Santa Monica,
 State of California, on the 22nd day of June, 2006.

                                  FIRSTFED FINANCIAL CORP.

                                  By:  /s/ Babette E. Heimbuch
                                           -------------------
                                           Babette E. Heimbuch
                                           Chairman of the Board and
                                           Chief Executive Officer
                                              (Principal Executive Officer)


                                POWER OF ATTORNEY

      Each  of the  undersigned  hereby  constitutes  and  appoints  Babette  E.
 Heimbuch,  Douglas J. Goddard and Ann E. Lederer,  and each of them,  with full
 power of substitution  and  resubstitution,  as attorneys for him or her and in
 his or her name, place and stead, and in any and all capacities, to execute and
 file  any   amendments,   supplements  or  statements   with  respect  to  this
 Registration Statement,  hereby giving and granting to said attorneys, and each
 of them,  full power and  authority  to do and  perform  each and every act and
 thing whatsoever  requisite and necessary to be done in and about the premises,
 as  fully,  to all  intents  and  purposes,  as he or she  might or could do if
 personally  present at the doing thereof,  hereby  ratifying and confirming all
 that said attorney,  or any of them, or their or his substitute or substitutes,
 may or shall lawfully do, or cause to be done, by virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
 Registration  Statement,  or  amendment  thereto,  has been signed below by the
 following persons in the capacities and on June 22, 2006.

<TABLE>
<S>                                           <C>
SIGNATURE                                     TITLE


/s/ Babette E. Heimbuch
    -------------------                       Chairman of the Board and
    Babette E. Heimbuch                       Chief Executive Officer (Principal Executive Officer)

/s/ James P. Giraldin
    -----------------
    James P. Giraldin                         Director, President and Chief Operating Officer

/s/ Douglas J. Goddard
    ------------------                        Executive Vice President and Chief Financial Officer
    Douglas J. Goddard                        (Principal Financial Officer)

/s/ Brenda J. Battey
    ----------------                          Senior Vice President and Controller
    Brenda J. Battey                          (Principal Accounting Officer)

/s/ Brian E. Argrett
    ----------------
    Brian E. Argrett                          Director

/s/ Jesse Casso, Jr.
    ----------------
    Jesse Casso, Jr.                          Director

/s/ Christopher M. Harding
    ----------------------
    Christopher M. Harding                    Director

/s/ William G. Ouchi
    ----------------
    William G. Ouchi                          Director

/s/ William P. Rutledge
    -------------------
    William P. Rutledge                       Director

/s/ Steven L. Soboroff
    ------------------
    Steven L. Soboroff                        Director

/s/ John R. Woodhull
    ----------------
    John R. Woodhull                          Director

</TABLE>

<PAGE>


                                  EXHIBIT INDEX

 Exhibit
  Number                                Description
--------- ---------------------------------------------------------------------
   5      Opinion and consent of Ann E. Lederer, Senior Vice President, General
          Counsel and Secretary,  FirstFed  Financial Corp., as to the validity
          of the securities being issued.

 23(a)    The Consent of Grant Thornton LLP.

 23(a)    The Consent of KPMG LLP.
 23(b)    The Consent of Ann E. Lederer, Senior Vice President, General Counsel
          and Secretary, FirstFed Financial Corp., is included in Exhibit 5.

   24     Power of Attorney (included in the signature page of this Registration
          Statement).

<PAGE>


                                                                       Exhibit 5

 June 22, 2006

 FirstFed Financial Corp.
 401 Wilshire Blvd., 4th Floor
 Santa Monica, California 90401

 Ladies and Gentlemen:

      I refer to the  Registration  Statement  on Form  S-8  (the  "Registration
 Statement") to be filed by FirstFed  Financial  Corp.,  a Delaware  corporation
 ("FirstFed"),  with the Securities and Exchange Commission under the Securities
 Act of 1933, as amended,  relating to 200,000 shares of Common Stock,  $.01 par
 value per share ("FirstFed Common Stock"),  of FirstFed authorized to be issued
 from time to time by FirstFed under the 2007 Nonemployee  Directors  Restricted
 Stock Plan (the "Plan").  This opinion relates to the shares of FirstFed Common
 Stock covered by the Registration Statement (the "Subject Shares").

      I am Senior Vice President,  General Counsel and Secretary to FirstFed and
 as such have acted as counsel to FirstFed in connection with preparation of the
 Registration  Statement and the Plan.  As such  counsel,  it is my opinion that
 those Subject Shares when issued under the Plan, will be validly issued,  fully
 paid and  nonassessable.  In  arriving  at the  foregoing  opinion,  I have (i)
 examined and relied upon, and am familiar with, originals or copies,  certified
 or  otherwise  identified  to my  satisfaction,  of such  documents,  corporate
 records,  certificates  of officers of FirstFed  and of public  officials,  and
 other instruments, (ii) made such inquiries as to questions of fact of officers
 and  representatives  of FirstFed and the  proceedings  relating to and actions
 taken by FirstFed in connection  with the adoption of the Plan,  and (iii) made
 such  examination  of law as I have deemed  necessary  or  appropriate  for the
 purposes of the opinion set forth above.

      I consent to the use of this  opinion  as an exhibit to this  Registration
 Statement.

                                              Very truly yours,

                                              /s/ Ann E. Lederer
                                                  ---------------
                                                  Ann E. Lederer
                                                  Senior Vice President,
                                                  General Counsel and
                                                  Secretary
                                                  FirstFed Financial Corp

<PAGE>


                                                                   Exhibit 23(a)


             Consent of Independent Registered Public Accounting Firm

 The Board of Directors
 FirstFed Financial Corp.:


 We have issued our reports dated March 3, 2006,  accompanying  the consolidated
 financial  statements  and  management's  assessment  of the  effectiveness  of
 internal  control over  financial  reporting  included in the Annual  Report of
 FirstFed Financial  Corporation and Subsidiary on Form 10-K for the years ended
 December 31, 2005 and 2004. We hereby consent to the incorporation by reference
 of said reports in the Registration Statement of FirstFed Financial Corporation
 on Form S-8 (File No. 1-9566, effective April 26, 2006)



 /s/ GRANT THORNTON LLP

 Woodland Hills, California
 August 8, 2006

<PAGE>


                                                                   Exhibit 23(a)


             Consent of Independent Registered Public Accounting Firm

 The Board of Directors
 FirstFed Financial Corp.:

 We consent to the use of our report dated January 28, 2004, with respect to the
 consolidated  statements of income,  changes in  stockholders'  equity and cash
 flows of FirstFed  Financial Corp. and subsidiaries for the year ended December
 31, 2003, incorporated herein by reference.

 /s/ KPMG LLP

 Los Angeles, California
 August 8, 2006
[{"type": "S-8", "sequence": "1", "filename": "s8_0806.txt", "description": "S-8 AUGUST 8, 2006", "secsgml_size_bytes": 24674}]
{"company-data": {"conformed-name": "FIRSTFED FINANCIAL CORP", "cik": "0000810536", "assigned-sic": "6035", "irs-number": "954087449", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-136409", "film-number": "061013583"}, "business-address": {"street1": "401 WILSHIRE BOULEVARD", "city": "SANTA MONICA", "state": "CA", "zip": "90401-1490", "phone": "3103196000"}, "mail-address": {"street1": "401 WILSHIRE BOULEVARD", "city": "SANTA MONICA", "state": "CA", "zip": "90401"}}
As filed with the Securities and Exchange Commission on August 8, 2006
                                                      Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            FIRSTFED FINANCIAL CORP.
                            ------------------------
             (Exact name of registrant as specified in its charter)

               Delaware                                   95-4087449
               --------                                   ----------
   (State or other jurisdiction of                     (I.R.S. Employer
    incorporation or organization)                   Identification Number)

        401 Wilshire Boulevard
       Santa Monica, California                           90401-1490
       ------------------------                           ----------
   (Address of Principal Executive                        (Zip Code)
               Offices)

                    2007 NONEMPLOYEE DIRECTORS RESTRICTED STOCK PLAN
                            (Full Title of the Plan)

                     Ann E. Lederer, Senior Vice President,
                          General Counsel and Secretary
            401 Wilshire Boulevard, Santa Monica, California 90401-1490
                     (Name and Address of agent for service)

                                 (310) 319-6000
          (Telephone number, including area code, of agent for service)

================================================================================

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------

                                                                  Proposed
                                                                  Maximum            Proposed            Amount of
 Title of Securities                           Amount to be     Offering Price       Maximum            Registration
 to be Registered                             Registered (1)     Per Share (2)     Offering Price (2)        Fee
-----------------------------------------------------------------------------------------------------------------------
FirstFed Financial Corp. Common Stock
   ($.01 Par Value)                           200,000 shares        57.08             $11,416,000          $1,221.51

-----------------------------------------------------------------------------------------------------------------------
(1) Represents an estimate of the maximum number of shares of Common Stock that
     may be  purchased  under the  FirstFed  Financial  Corp.  2007  Nonemployee
     Directors  Restricted Stock Plan. Pursuant to Rule 416 under the Securities
     Act of 1933, as amended,  this  Registration  Statement shall also cover an
     additional  indeterminate  number of shares as may be required in the event
     of a stock dividend, stock split, recapitalization or similar transaction.

 (2) Estimated solely for purposes of calculating the registration fee, pursuant
     to Rule 457(c) and (h)(1),  on the basis of the average of the high and low
     reported sales price of the registrant's Common Stock on the New York Stock
     Exchange on August 3, 2006.

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

      The documents containing the information  specified in Part I will be sent
 or given to each  recipient  of an award under the FirstFed  Financial  Corp.'s
 (the "Company") 2007 Nonemployee  Directors Restricted Stock Plan (the "Plan"),
 as specified by Rule 428(b)(1) promulgated under the Securities Act of 1933, as
 amended (the  "Securities  Act"). In accordance with the instructions to Part I
 of Form S-8, such  documents will not be filed with the Securities and Exchange
 Commission (the "Commission") either as part of this registration  statement or
 as  prospectuses  or prospectus  supplements  pursuant to Rule 424  promulgated
 under the Securities  Act. These  documents and the documents  incorporated  by
 reference pursuant to Item 3 of Part II of this registration  statement,  taken
 together,  constitute  the  prospectus  as  required  by  Section  10(a) of the
 Securities Act.

PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

      The following documents filed by the Company with the Commission (File No.
      1-9566) are incorporated herein by reference:

      1. The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
      December 31, 2005, as filed with the Commission on March 15, 2006 pursuant
      to the Securities Exchange Act of 1934, as amended (the "Exchange Act").

      2. The Company's Quarterly Report on Form 10-Q for the quarter ended March
      31, 2006, as filed with the Commission on May 10, 2006 and for the quarter
      ended June 30, 2006, as filed with the Commission on August 7, 2006.

      3. The description of the Company's Common Stock included in the Company's
      Registration  Statement on Form 8-A dated May 28, 1987,  as filed with the
      Commission pursuant to Section 12 of the Exchange Act.

      4. The description of the Plan as well as a copy thereof  included in, and
      as an appendix  to, the Proxy  Statement  on Schedule  14A dated March 17,
      2006, as amended on March 17, 2006.

      5. The Company's Current Reports on Form 8-K, as filed with the Commission
      on January 25, 2006, February 27, 2006, February 28, 2006, March 21, 2006,
      April 26, 2006,  April 27, 2006, May 9, 2006, May 26, 2006,  June 5, 2006,
      June 22, 2006, June 27, 2006 and July 27, 2006.

      All other documents subsequently filed by the Company pursuant to Sections
 13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing of a
 post-effective  amendment  which indicates that all the shares of the Company's
 Common Stock offered hereby have been sold or which  deregisters all the shares
 of the  Company's  Common Stock then  remaining  unsold,  shall be deemed to be
 incorporated  by reference  into the  Registration  Statement  and to be a part
 hereof  from the date of  filing of such  documents;  (such  documents  and the
 documents  enumerated  above being  hereinafter  referred  to as  "Incorporated
 Documents");   provided  however,   that  the  documents  enumerated  above  or
 subsequently  filed by the Company  pursuant to Section  13(a),  13(c),  14 and
 15(d) of the Exchange  Act in each year during which the offering  made by this
 Registration  Statement is in effect prior to the filing with the Commission of
 the  Company's  Annual  Report on Form  10-K  covering  such year  shall not be
 Incorporated  Documents or be  incorporated  by reference in this  Registration
 Statement  or be a part hereof from and after the filing of such Annual  Report
 on Form 10-K.

      Any  statement  contained  in a  document  incorporated  or  deemed  to be
 incorporated  by reference  herein shall be deemed to be modified or superseded
 for this  purpose to the extent  that a  statement  contained  herein or in any
 other subsequently filed document which also is or is deemed to be incorporated
 by reference  herein modifies or supersedes such statement.  Any such statement
 so  modified  or  superseded  shall not be  deemed,  except as so  modified  or
 superseded, to constitute a part of the Registration Statement.

Item 4. Description of Securities.

      The Company's Common Stock to be offered is registered under Section 12(b)
 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

      The validity of the securities offered under the Registration Statement is
 being  passed  upon  for the  Company  by Ann E.  Lederer,  Esq.,  Senior  Vice
 President,  General  Counsel and  Secretary  to the Company.  Ms.  Lederer owns
 shares of the  Company's  Common  Stock and has  received  under the  Company's
 employee incentive plans options that can be exercised for additional shares of
 the Company's Common Stock.

Item 6. Indemnification of Directors and Officers.

      Section 102(b)(7) of the Delaware General Corporate Law ("DGCL") permits a
 Delaware corporation in its certificate of incorporation to limit or eliminate,
 subject to certain  statutory  limitations,  the  personal  liability  of their
 directors in certain  circumstances.  Article Eleven of the Company's  Restated
 Certificate  of  Incorporation   (the   "Certificate")   contains  a  provision
 eliminating or limiting director  liability to the Company and its stockholders
 for monetary damages arising from acts or omissions in the director's  capacity
 as a director. The provision does not, however, eliminate or limit the personal
 liability of a director (i) for any breach of such director's fiduciary duty of
 loyalty to the Company or its  stockholders,  (ii) for acts or omissions not in
 good faith or which involve  intentional  misconduct or a knowing  violation of
 law or (iii) under Section 174 of the DGCL making directors  personally liable,
 under a negligence standard, for unlawful dividends or unlawful stock purchases
 or  redemptions.  This  provision  offers  persons  who  serve on the  Board of
 Directors  of  the  Company  protection  against  awards  of  monetary  damages
 resulting from breaches of their duty of care (except as indicated above). As a
 result of this provision,  the ability of the Company or a stockholder  thereof
 to successfully prosecute an action against a director for a breach of his duty
 of care is limited. However, this provision does not affect the availability of
 equitable  remedies such as an injunction or rescission based upon a director's
 breach of the duty of care.  The SEC has taken the position  that the provision
 will have no effect on claims arising under the federal securities laws.

      Section 145 of the DGCL grants  corporations  the right to indemnify their
 directors,  officers,  employees and agents in accordance  with its provisions.
 Article   Twelve  of  the   Company's   Certificate   provides  for   mandatory
 indemnification  rights,  subject  to  limited  exceptions,  to  any  director,
 officer,  employee,  or agent of the Company who, by reason of the fact that he
 or she is a director,  officer,  employee, or agent of the Company, is involved
 in a legal  proceeding  of any  nature.  Such  indemnification  rights  include
 reimbursement for expenses  incurred by such director,  officer,  employee,  or
 agent in advance of the final disposition of such proceeding in accordance with
 the applicable provisions of the DGCL.

      The  Company  has  purchased  insurance  containing  customary  terms  and
 conditions  as  permitted  by  Delaware  law on  behalf  of its  directors  and
 officers.

Item 7. Exemption from Registration Claimed.

      Not Applicable.

Item 8. Exhibits.

      Reference is made to the Exhibit Index.

Item 9. Undertakings.

      (a) The undersigned registrant hereby undertakes:

       (1) 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.  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  Securities  and Exchange  Commission  pursuant to Rule 424(b)
         under the Securities  Act of 1933 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) 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)(1)(i) and (a)(1)(ii) do not apply
 if the  registration  statement  is on Form S-3,  Form S-8 or Form F-3, and the
 information  required  to be included in a  post-effective  amendment  by those
 paragraphs  is  contained  in periodic  reports  filed with or furnished to the
 Commission  by the  registrant  pursuant to section 13 or section  15(d) of the
 Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in the
 registration statement.

       (2)  That,  for the  purpose  of  determining  any  liability  under  the
       Securities  Act of 1933,  each  such  post-effective  amendment  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) 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.

      (b) 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 Section 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.

      (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 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,  the
 undersigned 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,  or amendment thereto, to be signed on its behalf
 by the  undersigned,  thereunto duly  authorized,  in the City of Santa Monica,
 State of California, on the 22nd day of June, 2006.

                                  FIRSTFED FINANCIAL CORP.

                                  By:  /s/ Babette E. Heimbuch
                                           -------------------
                                           Babette E. Heimbuch
                                           Chairman of the Board and
                                           Chief Executive Officer
                                              (Principal Executive Officer)

                                POWER OF ATTORNEY

      Each  of the  undersigned  hereby  constitutes  and  appoints  Babette  E.
 Heimbuch,  Douglas J. Goddard and Ann E. Lederer,  and each of them,  with full
 power of substitution  and  resubstitution,  as attorneys for him or her and in
 his or her name, place and stead, and in any and all capacities, to execute and
 file  any   amendments,   supplements  or  statements   with  respect  to  this
 Registration Statement,  hereby giving and granting to said attorneys, and each
 of them,  full power and  authority  to do and  perform  each and every act and
 thing whatsoever  requisite and necessary to be done in and about the premises,
 as  fully,  to all  intents  and  purposes,  as he or she  might or could do if
 personally  present at the doing thereof,  hereby  ratifying and confirming all
 that said attorney,  or any of them, or their or his substitute or substitutes,
 may or shall lawfully do, or cause to be done, by virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
 Registration  Statement,  or  amendment  thereto,  has been signed below by the
 following persons in the capacities and on June 22, 2006.
SIGNATURE                                     TITLE

/s/ Babette E. Heimbuch
    -------------------                       Chairman of the Board and
    Babette E. Heimbuch                       Chief Executive Officer (Principal Executive Officer)

/s/ James P. Giraldin
    -----------------
    James P. Giraldin                         Director, President and Chief Operating Officer

/s/ Douglas J. Goddard
    ------------------                        Executive Vice President and Chief Financial Officer
    Douglas J. Goddard                        (Principal Financial Officer)

/s/ Brenda J. Battey
    ----------------                          Senior Vice President and Controller
    Brenda J. Battey                          (Principal Accounting Officer)

/s/ Brian E. Argrett
    ----------------
    Brian E. Argrett                          Director

/s/ Jesse Casso, Jr.
    ----------------
    Jesse Casso, Jr.                          Director

/s/ Christopher M. Harding
    ----------------------
    Christopher M. Harding                    Director

/s/ William G. Ouchi
    ----------------
    William G. Ouchi                          Director

/s/ William P. Rutledge
    -------------------
    William P. Rutledge                       Director

/s/ Steven L. Soboroff
    ------------------
    Steven L. Soboroff                        Director

/s/ John R. Woodhull
    ----------------
    John R. Woodhull                          Director
EXHIBIT INDEX

 Exhibit
  Number                                Description
--------- ---------------------------------------------------------------------
   5      Opinion and consent of Ann E. Lederer, Senior Vice President, General
          Counsel and Secretary,  FirstFed  Financial Corp., as to the validity
          of the securities being issued.

 23(a)    The Consent of Grant Thornton LLP.

 23(a)    The Consent of KPMG LLP.
 23(b)    The Consent of Ann E. Lederer, Senior Vice President, General Counsel
          and Secretary, FirstFed Financial Corp., is included in Exhibit 5.

   24     Power of Attorney (included in the signature page of this Registration
          Statement).
Exhibit 5

 June 22, 2006

 FirstFed Financial Corp.
 401 Wilshire Blvd., 4th Floor
 Santa Monica, California 90401

 Ladies and Gentlemen:

      I refer to the  Registration  Statement  on Form  S-8  (the  "Registration
 Statement") to be filed by FirstFed  Financial  Corp.,  a Delaware  corporation
 ("FirstFed"),  with the Securities and Exchange Commission under the Securities
 Act of 1933, as amended,  relating to 200,000 shares of Common Stock,  $.01 par
 value per share ("FirstFed Common Stock"),  of FirstFed authorized to be issued
 from time to time by FirstFed under the 2007 Nonemployee  Directors  Restricted
 Stock Plan (the "Plan").  This opinion relates to the shares of FirstFed Common
 Stock covered by the Registration Statement (the "Subject Shares").

      I am Senior Vice President,  General Counsel and Secretary to FirstFed and
 as such have acted as counsel to FirstFed in connection with preparation of the
 Registration  Statement and the Plan.  As such  counsel,  it is my opinion that
 those Subject Shares when issued under the Plan, will be validly issued,  fully
 paid and  nonassessable.  In  arriving  at the  foregoing  opinion,  I have (i)
 examined and relied upon, and am familiar with, originals or copies,  certified
 or  otherwise  identified  to my  satisfaction,  of such  documents,  corporate
 records,  certificates  of officers of FirstFed  and of public  officials,  and
 other instruments, (ii) made such inquiries as to questions of fact of officers
 and  representatives  of FirstFed and the  proceedings  relating to and actions
 taken by FirstFed in connection  with the adoption of the Plan,  and (iii) made
 such  examination  of law as I have deemed  necessary  or  appropriate  for the
 purposes of the opinion set forth above.

      I consent to the use of this  opinion  as an exhibit to this  Registration
 Statement.

                                              Very truly yours,

                                              /s/ Ann E. Lederer
                                                  ---------------
                                                  Ann E. Lederer
                                                  Senior Vice President,
                                                  General Counsel and
                                                  Secretary
                                                  FirstFed Financial Corp
Exhibit 23(a)

             Consent of Independent Registered Public Accounting Firm

 The Board of Directors
 FirstFed Financial Corp.:

 We have issued our reports dated March 3, 2006,  accompanying  the consolidated
 financial  statements  and  management's  assessment  of the  effectiveness  of
 internal  control over  financial  reporting  included in the Annual  Report of
 FirstFed Financial  Corporation and Subsidiary on Form 10-K for the years ended
 December 31, 2005 and 2004. We hereby consent to the incorporation by reference
 of said reports in the Registration Statement of FirstFed Financial Corporation
 on Form S-8 (File No. 1-9566, effective April 26, 2006)

 /s/ GRANT THORNTON LLP

 Woodland Hills, California
 August 8, 2006
Exhibit 23(a)

             Consent of Independent Registered Public Accounting Firm

 The Board of Directors
 FirstFed Financial Corp.:

 We consent to the use of our report dated January 28, 2004, with respect to the
 consolidated  statements of income,  changes in  stockholders'  equity and cash
 flows of FirstFed  Financial Corp. and subsidiaries for the year ended December
 31, 2003, incorporated herein by reference.

 /s/ KPMG LLP

 Los Angeles, California
 August 8, 2006