As filed with the Securities and Exchange Commission on October 24, 1996.
                                           Registration No. 333-_______________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                          First Colorado Bancorp, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Colorado                                       84-1320788
-------------------------------                         -------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)

                          215 South Wadsworth Boulevard
                            Lakewood, Colorado 80226
                                 (303) 232-2121
                    (Address of principal executive offices)

                          First Colorado Bancorp, Inc.
                             1996 Stock Option Plan
                             ----------------------
                           (Full Title of the Plan)

                               Richard Fisch, Esq.
                      Malizia, Spidi, Sloane & Fisch, P.C.
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
            (Name, address and telephone number of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
================================================================================
                                                     Proposed
Title of                           Proposed          Maximum          Amount of
Securities to    Amount to      Maximum Offering    Aggregate       Registration
be Registered  be Registered    Price Per Share  Offering Price (2)    Fee (2)
-------------  -------------    ---------------  ------------------    -------

Common Stock
$.10 par value  1,340,379(1)         $ (2)         $18,212,295        $5,518.88
================================================================================

(1)   The maximum  number of shares of common stock  issuable  upon  exercise of
      options  granted or to be granted under the First Colorado  Bancorp,  Inc.
      1996 Stock  Option  Plan  consists  of  1,340,379  shares  which are being
      registered under this Registration  Statement and for which a registration
      fee is being paid.

(2)   Under Rule 457(h) of the 1933 Act, the registration fee may be calculated,
      inter  alia,  based  upon the  price at which  the  stock  options  may be
      exercised.  A total of 1,340,379  shares are being registered  hereby,  of
      which  1,319,000  shares are under option at an exercise price of $13.5625
      per share  ($17,888,937 in the  aggregate).  The remainder of such shares,
      which are not presently subject to options (21,379),  are being registered
      based upon the mean between the last bid and ask price of the common stock
      of First  Colorado  Bancorp,  Inc.  as reported at the close on the Nasdaq
      National Market System on October 18, 1996, of $15.125 per share ($323,358
      in the aggregate) for a total offering of $18,212,295.

      Under Rule 462 of the 1933 Act,  the  Registration  Statement  on Form S-8
      shall be effective upon filing with the Commission.




<PAGE>



** THIS DOCUMENT  CONSTITUTES THE PROSPECTUS  COVERING SECURITIES THAT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933.**

PROSPECTUS
----------

                                1,340,379 Shares
                                ----------------

                          FIRST COLORADO BANCORP, INC.
                                  COMMON STOCK
                           (Par Value $.10 Per Share)

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

                          FIRST COLORADO BANCORP, INC.
                             1996 STOCK OPTION PLAN

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

      This  Prospectus  relates to 1,340,379  shares of common stock,  par value
$.10 per share (the  "Common  Stock"),  of First  Colorado  Bancorp,  Inc.  (the
"Company"),  a Colorado corporation which is the parent savings and loan holding
company of First Federal Bank of Lakewood  Colorado  (the "Bank"),  which may be
issued from time to time by the  Company to holders of options  granted or to be
granted by the Company to selected officers, directors, key employees, and other
persons of the Company and any  subsidiary of the Company  pursuant to the First
Colorado Bancorp,  Inc. 1996 Stock Option Plan (the "Plan").  Holders of options
granted or to be granted under the Plan (the  "Options")  are referred to herein
as  "Optionees."  Each offer made under the Plan pursuant to this  Prospectus is
made at the price and on the terms and conditions  contained in the stock option
agreements entered into between the Company and each Optionee.

      This Prospectus is for use as of the date hereof and in subsequent  years.
Information  which is  likely to change  from year to year will be  included  in
appendices to this Prospectus.

      The issued and  outstanding  Common  Stock of the Company is traded in the
over-the-counter  market,  and  transactions are reported on the Nasdaq National
Market  System  under the symbol  "FFBA."  Shares of Common  Stock  which may be
issued upon exercise of options  granted or to be granted  under the Plan,  will
also be traded on the Nasdaq  National  Market System.  On October 18, 1996, the
mean  between  the last  reported  bid and ask price of the Common  Stock in the
NASDAQ System was $15.125 per share.

--------------------------------------------------------------------------------
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------------------------------------------------------

                 The date of this Prospectus is October 24, 1996


<PAGE>



      No  person  has been  authorized  to give any  information  or to make any
representation  not contained in this  Prospectus,  and, if given or made,  such
information or representation  must not be relied upon as having been authorized
by the  Company.  This  Prospectus  does  not  constitute  an offer to sell or a
solicitation  of an offer to buy any  securities  other  than the  Common  Stock
offered by this  Prospectus or an offer to sell or a solicitation of an offer to
buy such Common Stock in any  jurisdiction  to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this  Prospectus nor any sale made  hereunder  shall,  under any  circumstances,
create  any  implication  that  there has been no change in the  affairs  of the
Company  or that the  information  contained  herein is  correct  as of any time
subsequent to the date hereof.


<PAGE>



                                TABLE OF CONTENTS

                          First Colorado Bancorp, Inc.
                             1996 Stock Option Plan

                                                                     Page

General Plan Information                                                1

Administration                                                          2

Purpose                                                                 2

Securities to be Offered                                                2

Eligibility to Participate in Plan                                      2

Purchases of Securities Pursuant to the Plan
 and Payment for Securities Offered                                     3

  Term of the Plan                                                      3
  Stock Option Agreements                                               3
  Option Price                                                          3
  Limitations on Grant of Options                                       4
  Option Period                                                         4
  Non-transferability                                                   4
  Conditions of Exercise                                                4
  Payment for Options                                                   5
  Cashless Exercise                                                     5
  Issuance of Common Stock                                              5
  Options Granted to Directors                                          5

Recapitalization, Merger, Consolidation, Change in
 Control and Similar Transactions                                       5

Amendment and Termination of the Plan                                   6

Restrictions on Resale                                                  6

Federal Income Tax Consequences                                         7

Annual Report to Shareholders                                           8

Additional Information                                                  8

Legal Opinion                                                           8

Appendix A                                                              A-1
  Administration                                                        A-1
  Number of Shares Subject to Plan                                      A-1
  Participation in the Plan                                             A-1
  Outstanding Awards                                                    A-1


<PAGE>



                          First Colorado Bancorp, Inc.
                             1996 Stock Option Plan

General Plan Information
------------------------

      This Prospectus  relates to 1,340,379  shares of the common stock ("Common
Stock"),  par  value  $.10 per  share,  of First  Colorado  Bancorp,  Inc.  (the
"Company"),  which will be offered  upon  exercise  of options  granted or to be
granted  under the First  Colorado  Bancorp,  Inc.  1996 Stock  Option Plan (the
"Plan").  The  Company  became the sole  shareholder  of First  Federal  Bank of
Colorado (the "Bank") on December 29, 1995.

      The  Company was formed  under the laws of the State of  Colorado  for the
purpose of  becoming a savings  and loan  holding  company and became the parent
corporation  of First Federal Bank of Colorado (the "Bank") on December 29, 1995
at which time the  Company  acquired  all of the shares of capital  stock of the
Bank.  The Board of Directors of the Company  adopted the Plan at its meeting on
July 24,  1996.  The Plan was  approved  by  stockholders  of the Company at its
Meeting of Stockholders on July 24, 1996 (the "Effective  Date"). The Plan is to
continue in effect for a period of ten years from the Effective Date (i.e., July
24, 2006), unless earlier terminated or extended by the Company.

      Pursuant to the Plan,  1,340,379  shares of Common Stock were reserved for
issuance  by the  Company  upon  exercise  of  Incentive  Stock  Options  and/or
Non-Incentive  Stock  Options  (collectively  referred  to herein as  "Options")
awarded to officers,  directors,  key employees and other persons of the Company
and any parent and subsidiary  corporations.  Options granted under the Plan may
be either  Incentive  Stock  Options  within the  meaning of Section  422 of the
Internal  Revenue  Code of 1986,  as amended  (the  "Code")  or  options  not so
qualifying ("Non-Incentive Stock Option").

      Subject to certain limitations,  no gain or loss is recognized for federal
income tax purposes by the recipient of Options (the "Optionee")  under the Plan
upon  the  exercise  of an  Incentive  Stock  Option,  and no tax  deduction  is
available  to the Company as a result of the  exercise.  Upon the  exercise of a
Non-Incentive Stock Option, the Optionee generally recognizes ordinary income to
the extent that the  exercise  price is less than the fair  market  value of the
Common  Stock on the date of  exercise.  The  Company is  entitled  to a federal
income tax deduction  equal to the amount of ordinary  income  recognized by the
Optionee  at the  time of such  income  recognition.  See  "Federal  Income  Tax
Consequences."

      The  Plan is not  qualified  under  Section  401(a)  of the Code and it is
exempt from the  provisions of the Employee  Retirement  Income  Security Act of
1974, as amended.

      The statements  herein concerning the terms and provisions of the Plan are
summaries and do not purport to be complete.  All such  statements are qualified
in their entirety by reference to the full text of the Plan document as filed as
Exhibit 4.1 to the Registration Statement of which this Prospectus is a part.

      Additional updating and other information with respect to the Plan and the
Common Stock offered  hereby may be provided in the future to Optionees by means
of  one or  more  supplements  or  appendices  to  this  Prospectus.  Additional
information about the Plan (including a copy of the Plan), plan  administration,
and the Company may be obtained at the Company's  principal  offices,  which are
located

                                      1


<PAGE>



at 215 South  Wadsworth  Boulevard,  Lakewood,  Colorado  80226.  The  Company's
telephone number is (303) 232-2121.

Administration
--------------

      The  Plan  is  administered  by a  committee  of the  Company's  Board  of
Directors (the  "Committee").  The Plan provides that the Committee will consist
of not less than three non-employee directors of the Company. The members of the
Committee  are  appointed  by the Board and serve at the  pleasure of the Board.
Members of the Committee shall be "non-employee directors" within the meaning of
Rule 16b-3 promulgated under Rule 16(b) of the Securities  Exchange Act of 1934,
as amended (the "1934 Act"). A majority of the entire Committee shall constitute
a quorum,  and the action of a majority of the members present at any meeting at
which a quorum is present shall be deemed the action of the Committee.

      Subject to the express  provisions of the Plan and resolutions  adopted by
the Board,  the  Committee  has  authority to interpret  the Plan, to prescribe,
amend,  and  rescind  the rules and  regulations  relating  to the Plan,  and to
determine  the form and  content  of  Options  to be issued  under the Plan.  In
addition,  the Committee is authorized to make all other  determinations  deemed
necessary or advisable for the administration of the Plan and shall have and may
exercise  such other power and such  authority  as may be delegated to it by the
Board from time to time. All decisions,  determinations,  and interpretations of
the Committee shall be final and conclusive to all persons affected thereby.

      Additional  information  about the Plan and the  Committee may be obtained
from the  Company at the  address of the  Company  listed  under  "General  Plan
Information."  For  a  list  of  the  current  members  of  the  Committee,  see
"Administration" at Appendix A.

Purpose
-------

      The  purpose of the Plan is to promote  the  interests  of the  Company by
attracting  and  retaining  the  best  available   personnel  for  positions  of
substantial responsibility to serve as officers, directors, and key employees of
the Company and to provide additional incentive to such officers, directors, and
key employees of the Company to promote the success of the Company's business.

Securities to be Offered
------------------------

      The  aggregate  number  of  shares  of  Common  Stock  which may be issued
pursuant to Options granted or to be granted under the Plan is 1,340,379 shares,
subject to certain  adjustments  for  changes in the  capital  structure  of the
Company,  as described  below.  See  "Recapitalization,  Merger,  Consolidation,
Change in Control and  Similar  Transactions."  Any shares  subject to an Option
under  the  Plan  which  expire  or are  terminated  unexercised  will  again be
available for issuance under the Plan.

Eligibility to Participate in Plan
----------------------------------

      Options  to  purchase  Common  Stock  under  the  Plan may be  awarded  to
officers,  directors, key employees, and other persons of the Company, the Bank,
and any present or future parent or  subsidiary  corporations.  Incentive  Stock
Options may only be granted to employees of the  Company,  the Bank,  and any of
their parent or subsidiary  corporations.  In selecting  participants  under the
Plan (the "Participants") and in determining the number of Options to be granted
to each Participant, the Committee may consider

                                      2


<PAGE>



the nature of the  services  rendered by each  Participant,  each  Participant's
current and potential contribution to the Company, and such other factors as the
Committee, in its sole discretion, shall deem relevant.

      For  a  description  of  the  number  of  persons  currently  eligible  to
participate in the Plan and the number of persons actually  participating in the
Plan, see "Participation in the Plan" at Appendix A.

Purchases of Securities Pursuant to the Plan and Payment for Securities Offered
-------------------------------------------------------------------------------

      Term of the  Plan.  The  Plan was  effective  July 24,  1996,  and  unless
previously  terminated,  the Plan  shall  continue  in effect  for a term of ten
years,  after which no further Options may be granted.  The future expiration of
the Plan, or its termination by the Board, will not affect any Option previously
granted.

      Stock Option Agreements.  The Options granted under the Plan are evidenced
by stock option agreements (the "Option  Agreements")  substantially in the form
of the Option  Agreements  filed as exhibits to the  Registration  Statement  of
which this  Prospectus  is a part.  Each  Option  Agreement,  and any  amendment
thereto,  will contain terms and conditions  consistent with the requirements of
the  Plan  as  the  Committee  shall  determine.  The  Option  Agreements  shall
constitute the only form of reports which  Participants shall receive related to
the status of Options granted or which are exercisable  under the Plan. The Plan
provides  that the Board of Directors of the Company may authorize the Committee
to direct the execution of an instrument  providing for the  modification of any
outstanding  Option,  provided that no such  modification,  extension or renewal
shall confer on the  Optionee any right or benefit  which could not be conferred
by the grant of a new Option at such time, and shall not materially decrease the
Optionee's benefits under the Option without the Optionee's  consent,  except as
provided under Section 18 of the Plan, which permits  amendment of the Plan. See
"Amendment and Termination of the Plan."

      Option Price.  The exercise price for the purchase of shares subject to an
Incentive  Stock  Option at the date of grant  may not be less than 100  percent
(100%) of the fair market  value of the shares  covered by the  Incentive  Stock
Option on that date. If an Optionee owns Common Stock representing more than ten
percent of the outstanding Common Stock at the time an Incentive Stock Option is
granted,  then the Option Price shall not be less than 110 percent (110%) of the
fair market value of the Common Stock at the time the Incentive  Stock Option is
granted. No more than $100,000 of Incentive Stock Options can become exercisable
for the first time in any one year for any one person. Pursuant to the Plan, the
exercise price per share for Non-Incentive  Stock Options shall be such price as
the  Committee  may  determine in its sole  discretion.  The  exercise  price of
Options  must be paid  for in full in cash  or  shares  of  Common  Stock,  or a
combination of both.

      If the Common  Stock is listed on a national  securities  exchange  at the
time of granting an Incentive  Stock Option,  then the exercise  price per share
shall be not less than the average of the highest  and lowest  selling  price on
such exchange on the date such  Incentive  Stock Option is granted;  or if there
were no  sales on said  date,  then the  price  shall be not less  than the mean
between  the bid and ask  price on such  date.  If the  Common  Stock is  traded
otherwise than on a national  securities exchange at the time of the granting of
an Incentive  Stock Option,  then the exercise price per share shall be not less
than the mean  between  the bid and ask  price on the date the  Incentive  Stock
Option is granted or, if there is no bid and ask price on said date, then on the
immediately next business day on which there was a bid and ask price. If no such
bid and ask price is  available,  then the  exercise  price  per share  shall be
determined by the Committee.

                                      3


<PAGE>




      Limitations on Grant of Options. Except as may be specifically provided by
the terms of the Plan, the granting of Options is made at the sole discretion of
the Committee.  Further, the aggregate Fair Market Value of the Common Stock for
which an employee  may be granted  Incentive  Stock  Options  which become first
exercisable in any calendar year may not exceed  $100,000.  Notwithstanding  the
foregoing  limitation,  the  Committee  may  grant  Options  in  excess  of this
limitation, provided said Options are clearly and specifically designated as not
being Incentive Stock Options, as defined in Section 422 of the Code.

      Option Period.  The term of  exercisability of an Option granted under the
Plan shall be  established  by the  Committee,  but may not be for more than ten
years from the date of grant of the  Option,  except in the case of an  Optionee
who owns stock representing more than 10% of the Common Stock outstanding at the
time an  Incentive  Stock  Option is granted,  the term of the  Incentive  Stock
Option  shall not exceed  five years  from the date of the  grant.  In  general,
Options will not be exercisable  after the expiration of their term as set forth
in the Plan and/or an Option Agreement.

      In the  event  that an  Optionee  ceases  to serve as an  employee  of the
Company for any reason other than  permanent and total  disability or death,  an
exercisable Incentive Stock Option will generally continue to be exercisable for
three  months but in no event after the  expiration  date of the Option.  In the
event of the permanent and total  disability or death of an Optionee during such
service,  an exercisable  Incentive Stock Option will continue to be exercisable
for one year in the case of  disability  and two years in the case of death,  to
the extent exercisable by the Optionee immediately prior to his or her permanent
and total disability or death, but in no event after the expiration date of such
Options. The terms and conditions of Non-Incentive Stock Options relating to the
impact  of  an  Optionee's  termination  of  employment,   permanent  and  total
disability  or  death  shall  be  such  terms  as the  Committee,  in  its  sole
discretion,  shall  determine at the time of  termination,  unless  specifically
provided  for by the  terms of an Option  Agreement  at the time of grant of the
Option.

      Under  the  Plan,  the  Committee's  determination  regarding  whether  an
Optionee's  employment has ceased, and the effective date thereof shall be final
and  conclusive  on all  persons  affected  thereby.  A total of six months must
elapse between the date of grant of an Option and the date of the sale of Common
Stock received through the exercise of such Option.

     Non-transferability. No Option granted under the Plan is transferable other
than by will or the laws of descent and distribution.

      Conditions of Exercise.  Options may be exercised  only during the periods
specified in the Plan or the Option Agreement,  certain  information as to which
is provided above (see "Option Period"). Except as described above and as may be
limited  by an  Option  Agreement,  there is no  limitation  upon the  number of
Options that may be exercised in any one year,  and Options not exercised in any
one year may be exercised in subsequent  years over the term of the Option.  The
Committee  may impose  additional  conditions  upon the rights of an Optionee to
exercise any Option which are not  inconsistent  with the terms of the Plan, and
in the case of Incentive Stock Options,  not inconsistent  with the requirements
for qualification under Section 422 of the Code. Incentive Stock Options will be
first exercisable at the rate as specifically set forth in the Optionee's Option
Agreement.

      Payment for Options. Under the Plan, full payment for each share of Common
Stock  purchased  upon the  exercise of any Option  shall be made at the time of
exercise  of such Option and shall be paid in cash (in United  States  dollars),
Common Stock, or a combination of cash and Common Stock.

                                      4


<PAGE>



Common Stock utilized in full or partial  payment of the exercise price shall be
valued at its fair  market  value at the date of  exercise.  The  Company  shall
accept full or partial  payment in Common Stock only to the extent  permitted by
applicable  law. No shares of Common  Stock shall be issued  until full  payment
therefore  has been received by the Company,  and no Optionee  shall have any of
the rights of a shareholder  of the Company until the shares of Common Stock are
issued to him or her.

      Cashless  Exercise.  An  Optionee  who has held an Option for at least six
months  may  engage in the  "cashless  exercise"  of the  Option.  In a cashless
exercise,  an Optionee  gives the Company  written notice of the exercise of the
Option together with an order to a registered  broker-dealer or equivalent third
party,  to sell part or all of the Optioned  Stock and to deliver  enough of the
proceeds to the Company to pay the Option price and any  applicable  withholding
taxes.  If the Optionee  does not sell the Optioned  Stock  through a registered
broker-dealer  or equivalent third party, he can give the Company written notice
of the  exercise of the Option and the third  party  purchaser  of the  Optioned
Stock shall pay the Option price plus any  applicable  withholding  taxes to the
Company.

      Issuance of Common  Stock.  Shares  issued to Optionees  upon  exercise of
Options may be either  authorized  but unissued  shares or treasury  shares.  In
either case, the Optionee shall not pay any fees, commissions,  or other charges
for such  Common  Stock  other than the  exercise  price as stated in the Option
Agreement.  Cash proceeds  from the sale of Common Stock issued  pursuant to the
exercise of Options will be added to the general funds of the Company to be used
for general corporate purposes.  Shares of Common Stock shall not be issued with
respect to any Option granted under the Plan unless the issuance and delivery of
such Common Stock shall comply with all relevant  provisions of law,  including,
without limitation, the Securities Act of 1933, as amended (the "1933 Act"), the
rules and regulations  promulgated  thereunder,  any applicable state securities
law, and the  requirements of any stock exchange upon which the Common Stock may
then be listed.

      Inability of the Company to obtain  approval from any  regulatory  body or
authority  deemed by the  Company or counsel  thereto  to be  necessary  for the
lawful issuance and sale of any Common Stock hereunder shall relieve the Company
of any liability in respect of the non-issuance or sale of such Common Stock. As
a condition  to the  exercise  of an Option,  the Company may require the person
exercising  the Option to make such  representations  and  warranties  as may be
necessary  to  assure  the  availability  of an  exemption  from any  additional
registration requirements of federal or state securities laws.

      Options  Granted to  Directors.  Non-Incentive  Stock  Options to purchase
12,000 shares of Common Stock will be granted to each  non-employee  director of
the Company as of the Effective  Date  (excluding  director  Polly Baca),  at an
exercise  price equal to the fair market  value of the Common Stock on such date
of grant. The Options will be first exercisable at the rate of 20% following one
year  after the date of grant and 20%  annually  thereafter,  during  periods of
continued service as a director or director emeritus.  Thereafter,  such Options
shall  remain   exercisable   for  ten  years  from  the  date  of  grant.   The
exercisability of such Options shall be accelerated in the event of death or the
permanent  and total  disability  of the Optionee or upon a Change in Control of
the Company,  absent  regulatory  objection to such accelerated  vesting at such
time. In the event of such  directors'  death,  such Options may be exercised by
the personal  representative of his estate or person(s) to whom his rights under
such Options  shall have passed by will or by laws of descent and  distribution.
Unless  otherwise  inapplicable,  or  inconsistent  with the  provisions of this
paragraph,  the Options to be granted to directors hereunder shall be subject to
all other provisions of the Plan.

                                      5


<PAGE>



Recapitalization,   Merger,  Consolidation,   Change  in  Control,  and  Similar
--------------------------------------------------------------------------------
Transactions
------------

      Subject to any required action by the shareholders of the Company,  within
the sole discretion of the Committee,  the aggregate  number of shares of Common
Stock for which Options may be granted  under the Plan,  the number of shares of
Common Stock covered by each outstanding Option and the exercise price per share
of  Common  Stock of each  Option  shall  be  proportionately  adjusted  for any
increase or decrease  in the number of issued and  outstanding  shares of Common
Stock resulting from a subdivision or  consolidation of shares or the payment of
a stock  dividend on the Common  Stock or any other  increase or decrease in the
number  of  such  shares  of  Common  Stock   effected   without  a  receipt  of
consideration   by  the  Company  (other  than  by  shares  held  by  dissenting
stockholders).

      In  the  event  of  any  change  in  control,  recapitalization,   merger,
consolidation,  exchange  of shares,  spin-off,  reorganization,  tender  offer,
liquidation, or other extraordinary corporate action, the Committee, in its sole
discretion,  shall  have the power,  prior to or  subsequent  to such  action or
events, to (i) appropriately adjust the number of shares of Common Stock subject
to  each  Option,  the  exercise  price  per  share  of  Common  Stock,  and the
consideration  to be given or received by the Company  upon the  exercise of any
outstanding  Options;  (ii)  cancel  any  or  all  previously  granted  Options,
providing that  appropriate  consideration is paid to the Optionee in connection
therewith;  and/or (iii) make such other adjustments in connection with the Plan
as  the  Committee,  in  its  sole  discretion,   deems  necessary,   desirable,
appropriate,  or  advisable.  However,  no action may be taken by the  Committee
which would cause Incentive  Stock Options granted  pursuant to the Plan to fail
to meet the requirements of Section 422 of the Code.

      The Committee  has at all times the power to accelerate  the exercise date
of all Options  granted  under the Plan. In the case of any change in control of
the Company as determined by the Committee, all outstanding options shall become
immediately exercisable.  A change in control is defined in the Plan as: (i) the
execution of an  agreement  for the sale of all, or a material  portion,  of the
assets  of the  Company;  (ii) the  execution  of an  agreement  for  merger  or
recapitalization whereby the Company is not the surviving entity; (iii) a change
of  control  of the  Company  as  otherwise  defined  by the  Office  of  Thrift
Supervision  ("OTS") or its regulations;  or (iv) the  acquisition,  directly or
indirectly,  of the beneficial ownership (within the meaning of Section 13(d) of
the 1934 Act and rules and regulations promulgated thereunder) of 25% or more of
the outstanding voting securities of the Company by any person, trust, entity or
group. This limitation shall not apply to a transaction in which the purchase of
shares by  underwriters in connection with a public offering of Common Stock, or
the purchase of shares of up to 25% of any class of securities of the Company by
a tax-qualified  employee stock benefit plan. The determination of the Committee
as to whether a change in control has occurred shall be conclusive and binding.

Amendment and Termination of the Plan
-------------------------------------

      The Board of Directors may alter, suspend, or discontinue the Plan, except
that no action of the Board may increase the maximum number of shares  permitted
to be optioned  under the Plan,  materially  increase the  benefits  accruing to
Participants   under  the  Plan  or  materially   modify  the  requirements  for
eligibility for  participation in the Plan unless such action of the Board shall
be subject to approval  or  ratification  by the  shareholders  of the  Company.
Unless otherwise  terminated by the Board of Directors,  the Plan shall continue
in effect for a term of ten years from the Effective Date, after which no future
awards of Options may be granted.

                                      6


<PAGE>



Restrictions on Resale
----------------------

      Unless specifically  included as a term and condition of any Option, there
are no  restrictions on the resale of Common Stock acquired upon the exercise of
Options.  The Plan  permits  the  Committee  to  provide as a  condition  to the
exercise of an Option that the shares acquired upon the exercise of such Options
may be subject to a "Right of  Repurchase"  by the  Company.  At this time,  the
Company has no intention to grant Options subject to such "Right of Repurchase."
Shares of Common  Stock,  however,  may be resold  only in  compliance  with the
registration requirements of the 1933 Act, and applicable state securities laws.

      Under the 1933 Act,  affiliates of the Company generally may resell shares
of Common Stock  purchased  pursuant to the Plan only (i) in accordance with the
provisions  of Rule 144 under the 1933 Act, or (ii)  pursuant  to an  applicable
current and effective registration statement under the 1933 Act.

      As defined in Rule 405 under the 1933 Act, an  affiliate of the Company is
a  person  who  directly,  or  indirectly  through  one or more  intermediaries,
controls,  or is controlled by, or is under common control with the Company. The
determination  of whether a person is an affiliate of the Company is primarily a
factual  one  based  upon  whether  he   possesses,   directly  or   indirectly,
individually  or in  concert  with  others,  the  power to  direct  or cause the
direction  of the  management  or policies of the Company,  whether  through the
ownership of voting stock, by executive position, by membership on the Board, by
contract or  otherwise.  Therefore,  each  Optionee  should  consult his counsel
concerning  whether  he is  an  affiliate  of  the  Company  and  the  attendant
restrictions on the resale under the 1933 Act of Common Stock acquired  pursuant
to the Plan.

      In  addition,  the  receipt of an Option to  purchase  Common  Stock by an
officer or director of the Company,  or the  beneficial  owner of 10% or more of
the outstanding  Common Stock, is a reportable  transaction  under Section 16 of
the 1934 Act, and Forms 3, 4, or 5 are required to be filed with the  Securities
and Exchange  Commission in  connection  with such  transaction.  The sale by an
officer,  director,  or 10% holder of Common Stock issued upon an exercise of an
Option  within six months after the receipt of such Option may create  liability
of such persons to the Company  under the  "short-swing  profit"  provisions  of
Section 16(b) of the 1934 Act.

Federal Income Tax Consequences
-------------------------------

      Under  present  federal  tax  laws,  awards  under  the Plan will have the
following consequences:

      1.       The  grant  of an  Option  will  not  by  itself  result  in  the
               recognition  of taxable  income to the  Optionee  nor entitle the
               Company to a deduction at the time of such grant.

      2.       The exercise of an Option which is an  "Incentive  Stock  Option"
               within the meaning of Section 422 of the Code generally will not,
               by itself,  result in the  recognition  of taxable  income to the
               Optionee  nor entitle  the Company to a deduction  at the time of
               such exercise. However, the difference between the exercise price
               and the fair  market  value of the  Option  shares on the date of
               exercise  is an item of tax  preference  which  may,  in  certain
               situations, trigger the alternative minimum tax for the Optionee.
               The Optionee will  recognize  capital gain or loss upon resale of
               the shares received upon such exercise, provided that such shares
               are held for at least one year after the Option  exercise  or two
               years after the grant of the Incentive Stock Option, whichever is
               later. Generally, if the

                                      7


<PAGE>



             shares are not held for that period,  the Optionee  will  recognize
             ordinary  income  upon  disposition  in  an  amount  equal  to  the
             difference  between the exercise price and the fair market value on
             the date of exercise, or, if less, the sales proceeds of the shares
             acquired pursuant to the exercise of such Incentive Stock Option.

      3.     The  exercise of a  Non-Incentive  Stock  Option will result in the
             recognition  of  ordinary  income  by the  Optionee  on the date of
             exercise in an amount  equal to the  difference  between the Option
             exercise price and the fair market value,  on the date of exercise,
             of  the  shares   acquired   pursuant  to  the   exercise  of  such
             Non-Incentive Option.

      4.     The  Company  will be  allowed  a tax  deduction  for  federal  tax
             purposes  equal to the amount of ordinary  income  recognized by an
             Optionee at the time the Optionee  recognizes  such ordinary income
             under either an Incentive  Stock Option or a Non-  Incentive  Stock
             Option .

      The foregoing  provides only a general  summary of the federal  income tax
consequences  applicable to Optionees  under the Plan. Each Optionee is urged to
consult his or her own tax advisor for information  regarding applicable federal
and state tax consequences.

Annual Report to Shareholders
-----------------------------

      The Company's financial statements for the period ended December 31, 1995,
as contained in the Company's Annual Report on Form 10-K are incorporated herein
by reference. In the future, the Company's latest Annual Report to Stockholders,
including financial statements,  will be mailed to all stockholders of record as
of the close of business on such record  date.  Any person  wishing to receive a
copy of the Annual  Report to  Stockholders  may  obtain a copy by  writing  the
Company at the address set forth below under "Additional Information."

Additional Information
----------------------

      Additional  updating  information with respect to the Common Stock and the
Plan covered herein may be provided in the future to Participants under the Plan
by means of  appendices  to this  Prospectus.  The nature and  frequency  of any
reports to be made to Participants as to their participation in the Plan will be
determined by the Committee.

      The Company upon written or oral request,  will provide  without charge to
any person to whom this  Prospectus is delivered:  a copy of the Plan, a copy of
its latest Annual Report to Stockholders  (when available) and a copy of any and
all of the documents that have been  incorporated by reference in Item 3 of Part
II of the  Registration  Statement of which this  Prospectus is a part, and that
such  documents  are deemed  incorporated  by reference in this 1933 Act Section
10(a)  Prospectus.   Further,  other  documents  required  to  be  delivered  to
Participants as specified in Item 9 of Part II of the Registration Statement are
available upon request. Any such request can be oral or in writing and should be
addressed to the Corporate Secretary,  215 South Wadsworth Boulevard,  Lakewood,
Colorado 80226. The Registrant's telephone number is (303) 232-2121.

                                      8


<PAGE>



Legal Opinion
-------------

      The validity of the Common Stock offered hereby has been passed on for the
Company by Malizia,  Spidi, Sloane & Fisch, P.C., 1301 K Street, N.W., Suite 700
East, Washington, D.C. 20005.



                                      9


<PAGE>



                                   APPENDIX A

                        ADDITIONAL INFORMATION CONCERNING
                                       THE
                          FIRST COLORADO BANCORP, INC.
                             1996 STOCK OPTION PLAN
                           (As of September 30, 1996)

Administration
--------------

      The Board has  appointed  Directors  Hayden,  Nicholl,  and  Burkholder as
members of the Committee  responsible for  administration  of the First Colorado
Bancorp, Inc. 1996 Stock Option Plan (the "Plan"). Grants of Options may be made
under the Plan by the Committee.

Number of Shares Subject to Plan
--------------------------------

      On September 30, 1996,  Options covering  1,319,000 shares of Common Stock
were outstanding,  which were previously granted at an average exercise price of
$13.5625 per share.  As of the date of this  Appendix A, 21,379 shares of Common
Stock remain issuable under the Plan, which provides for the issuance of Options
for a total of 1,340,379 shares of Common Stock.

Participation in the Plan
-------------------------

      As  of  September  30,  1996,  the  Company  and  its   subsidiaries   had
approximately 450 employees who, in the opinion of the Company's management, are
eligible to participate in the Plan. Of such persons,  as of September 30, 1996,
46 non-executive  employees held outstanding Incentive Stock Options to purchase
840,000  shares of Common  Stock,  seven (7) executive  officers held  Incentive
Stock Options to purchase 258,055 shares of Common Stock and Non-Incentive Stock
Options to purchase 136,945 shares of Common Stock. Additionally,  Non-Incentive
Stock  Options to purchase  12,000  shares of Common Stock each were held by six
non-employee  members of the Board of the  Company  and the estate of a deceased
non-employee director.

Outstanding Awards
------------------

      The following table presents  information  with respect to the outstanding
Options under the Plan as of the date of this Appendix A.

<TABLE>
<CAPTION>

                                                                                  Average
                         Number of Shares Presently      Number of Persons    Exercise Price
 Date of Award              Subject to Options           Holding Awards          Per Share
 -------------              ------------------           --------------          ---------

<S>                             <C>                             <C>              <C>     
July 24, 1996                   1,319,000                       60               $13.5625

Total Awards Outstanding        1,319,000                       60               $13.5625

</TABLE>


                                    A-1


<PAGE>



                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


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

       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  Securities  and  Exchange
Commission (the "Commission").  Reports, proxy statements, and other information
concerning the Company filed with the Commission may be inspected and copies may
be obtained (at present rates) at the  Commission's  Public  Reference  Section,
Room 1024, 450 Fifth Street, N.W., Washington, DC 20549.

            The following  documents filed with the Commission are  incorporated
by reference in this Registration Statement and the Prospectus constituting Part
I of this Registration Statement:

     (1) The Company's  Registration  Statement on Form S-1 (No. 33-97228) filed
with the Commission on September 21, 1995 and amendments thereto;

     (2) The  Company's  Registration  Statement  on Form 8-A as filed  with the
Commission on November 1, 1995;

     (3) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
December 31, 1995, as filed with the Commission;

     (4) The Company's Quarterly Reports on Form 10-Q for the period ended March
31, 1996, and June 30, 1996 as filed with the Commission; and

     (5)  Information  as to the  Options  which will be  included in the future
either in the Company's proxy statements,  annual reports, or appendices to this
Prospectus.

       All documents filed by the Company  pursuant to Sections 13, 14, or 15(d)
of the 1934 Act  after  the date  hereof  and  prior to the  termination  of the
offering  of the shares of Common  Stock shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

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

       Not applicable.

Item 5.  Interests of Named Experts and Counsel.
------------------------------------------------

       Not applicable.

                                     II-1


<PAGE>



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

       Section  7-109-103  of the  Colorado  Business  Corporation  Act ("CBCA")
provides  for  mandatory  indemnification,   if  a  director  or  officer  of  a
corporation  is  successful  on the  merits  or  otherwise,  in  defense  of any
proceeding, whether third party or derivative.

       Colorado law allows a corporation to indemnify its  directors,  officers,
employees,  fiduciaries and agents against expenses (including attorneys' fees),
judgements,  fines,  and amounts  paid in  settlement  actually  and  reasonably
incurred  in  connection  with an  action  or  proceeding  if that  person to be
indemnified acted in good faith and in a manner he reasonably believed to be in,
or not  opposed  to, the best  interests  of the  corporation.  In the case of a
shareholder  derivative  suit,  the  person  will be  indemnified  if he was not
adjudged  liable  or, in the case of any other  proceeding,  the  person was not
adjudged liable for receiving an improper personal benefit. (CBCA ss.7-109-102).
Indemnification  in a  shareholder  derivative  action is limited to  reasonable
expenses.  With respect to any criminal  action or proceeding,  a person will be
indemnified  if that person did not have  reasonable  cause to believe  that his
conduct was unlawful. (CBCA ss.7-109-102(1)).

       Colorado law also allows for  indemnification  in actions or  proceedings
even if the person to be  indemnified  was adjudged to be liable or did not meet
the standards for  indemnification as described above.  Indemnification  must be
determined  by the same court that  adjudged such person liable or another court
of competent jurisdiction. Only directors and officers are entitled to apply for
mandatory indemnification (CBCA ss.7-109-105, ss.7-109-107).

       Colorado requires that indemnification payments (other than court ordered
payments and  advancement of expenses) may be made only on a case-by-case  basis
(CBCA  ss.7-109-106).  Advance  payments  may be made  covering  expenses if the
individual  to  be  indemnified   furnishes  the  corporation   with  a  written
affirmation  of his good faith  belief  that he has met the  standard of conduct
necessary  for   indemnification  and  undertakes  to  repay  such  payments  if
indemnification  is later  determined  to not be available  to that  individual.
(CBCA ss.7-109-104).

       The  aforementioned  indemnification  provisions  under  Colorado law are
non-exclusive.  Indemnification  of  directors  of  a  Colorado  corporation  is
governed by statute but a Colorado  corporation may grant  additional or greater
indemnification  rights to officers,  employees,  fiduciaries and agents through
its  bylaws,  or  through an  agreement,  a vote of  shareholders,  or a vote of
disinterested directors,  both as to action in a person's official capacity, and
as to action in another capacity while holding office (CBCA ss.53-11-4.1(G)).  A
Colorado  corporation  may also have the power to  purchase  insurance  or other
similar  protection  against liability whether or not the person was entitled to
indemnification as described in the section above (CBCA ss.7-109-107).

       The articles of incorporation of a corporation organized under the law of
Colorado may also contain a provision  which may eliminate or limit the personal
liability  of a director to the  corporation  or its  stockholders  for monetary
damages for breach of fiduciary duty.  However,  no such provision can eliminate
or limit a director's  liability  for (i) for breach of the  director's  duty of
loyalty,  (ii) for acts or omissions not in good faith or involving  intentional
misconduct or a knowing violation of law, (iii) for willful or negligent conduct
in paying dividends or repurchasing  stock out of other than lawfully  available
funds, or (iv) for any transaction  from which the director  derives an improper
personal benefit (CBCA ss.7-108-401).

       The  Colorado  law  also  states  that no  director  or  officer  will be
personally  liable for any injury to a person or party  unless the  director  or
officer was personally involved in the situation giving rise to

                                     II-2


<PAGE>



the  litigation  or the  director  or officer  committed  a criminal  offense in
connection with the situation (CBCA ss.7-108-402).

       With respect to the performance of a director's  duty,  Colorado allows a
director to rely in good faith on opinions,  information,  reports and financial
data  presented  to him by officers or  employees  of the  company,  counsel and
accountants  as to matters which the director  reasonably  believes to be in the
expert  competence  of such  person,  and  committees  of the board on which the
director does not serve (CBCA ss.7-108-401).

       Colorado  directors have  additional  protection  from liability from the
"conflicting interest  transaction"  provisions of Colorado law which state that
no loan,  contract,  or transaction between a corporation and a director will be
voidable,  enjoined,  set  aside  or  give  rise to an  award  of  damages  in a
proceeding by shareholders,  solely because the conflicting interest transaction
involves a director of the  corporation  or an entity in which a director of the
corporation  is a  director  or officer or has a  financial  interest  or solely
because  the  director  is  present  at or  participates  in the  meeting of the
corporation's  board of directors or of the  committee of the board of directors
which authorizes,  approves, or ratifies the conflicting interest transaction or
solely because the director's vote is counted for such purpose if the director's
interest  was  disclosed  to the  board  of  directors  or  shareholders  of the
corporation (if  shareholders  are entitled to vote on the  transaction) and the
transaction  is fair  to the  corporation  at the  time  it is  approved.  (CBCA
ss.7-108-501)

       The registrant  believes that these provisions  assist the registrant in,
among other  things,  attracting  and retaining  qualified  persons to serve the
registrant and its subsidiary.  However, a result of such provisions could be to
increase the expenses of the  registrant and  effectively  reduce the ability of
stockholders  to sue on behalf of the  registrant  since  certain suits could be
barred or amounts that might  otherwise be obtained on behalf of the  registrant
could be required to be repaid by the registrant to an indemnified party.

       The  Company  has in force a  Directors  and  Officers  Liability  Policy
underwritten  by CNA  Insurance,  Inc.  with a $5.0 million  aggregate  limit of
liability  and an  aggregate  deductible  of  $500,000  per loss both for claims
directly  against  officers  and  directors  and for claims where the Company is
required to indemnify directors and officers.

       Insofar as indemnification  for liabilities  arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unforceable.

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.

                                     II-3


<PAGE>



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 and of the
            estimated  maximum  offering  range may be  reflected in the form of
            prospectus filed with the Commission  pursuant to Rule 424(b) if, in
            the  aggregate,  the changes in volume and price  represent  no more
            than 20 percent 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 F-3,  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.

            (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

                                     II-4


<PAGE>



Exchange  Commission such  indemnification is against public policy as expressed
in the Securities  Act of 1933 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 expressed in the Securities
Act of 1933 Act and will be governed by the final adjudication of such issue.

                                     II-5


<PAGE>



                                   SIGNATURES

       Pursuant  to the  requirements  of the  Securities  Act  of  1933,  First
Colorado Bancorp,  Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing a Registration Statement 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 Lakewood in the State
of Colorado, on the 24th day of October 1996.

                                        First Colorado Bancorp, Inc.

                                        By: /s/ Malcolm E. Collier, Jr.
                                            ------------------------------------
                                            Malcolm E. Collier, Jr.
                                            President, Chief Executive Officer,
                                            and Chairman of the Board
                                            (Duly Authorized Representative)

                                POWER OF ATTORNEY

       We, the  undersigned  directors and officers of First  Colorado  Bancorp,
Inc., do hereby  severally  constitute and appoint  Malcolm E. Collier,  Jr. our
true and lawful  attorney  and  agent,  to do any and all things and acts in our
names in the capacities  indicated  below and to execute any and all instruments
for us and in our names in the capacities  indicated below which said Malcolm E.
Collier,  Jr. may deem necessary or advisable to enable First Colorado  Bancorp,
Inc.  to comply with the  Securities  Act of 1933,  as  amended,  and any rules,
regulations  and  requirements  of the  Securities and Exchange  Commission,  in
connection with the Registration  Statement on Form S-8 relating to the offering
of the Company's Common Stock, including specifically, but not limited to, power
and authority to sign,  for any of us in our names in the  capacities  indicated
below,  the  Registration  Statement  and  any  and  all  amendments  (including
post-effective  amendments)  thereto;  and we hereby ratify and confirm all that
said Malcolm E. Collier, Jr. shall do or cause to be done by virtue hereof.

       Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>

<S>                                             <C>
By:    /s/ Malcolm E. Collier, Jr.              By: /s/ Brian L. Johnson
       -----------------------------------          -------------------------------------
       Malcolm E. Collier, Jr.                      Brian L. Johnson
       President, Chief Executive Officer,          Treasurer and Chief Financial Officer
       and Chairman of the Board                    (Principal Financial and Accounting
       (Principal Executive Officer)                Officer)

Date:  October 24, 1996                         Date: October 24, 1996


By:    /s/ John J. Nicholl                      By: /s/ Robert T. Person, Jr.
       -----------------------------------          --------------------------------------
       John J. Nicholl                              Robert T. Person, Jr.
       Director                                     Director

Date:  October 24, 1996                         Date: October 24, 1996

</TABLE>

<PAGE>






By:    /s/ Leeon E. Haydon                      By: /s/ E. William Foerster, Jr.
       -----------------------------------          ----------------------------
       Leeon E. Haydon                              E. William Foerster, Jr.
       Director                                     Director

Date:  October 24, 1996                         Date:  October 24, 1996


By:    /s/ James R. Wexels                      By: /s/ Polly Baca
       -----------------------------------          ----------------------------
       James R. Wexels                              Polly Baca
       Director                                     Director

Date:  October 24, 1996                         Date: October 24, 1996


By:    /s/ Stephen Burkholer
       -----------------------------------     
       Stephen Burkholder
       Director 

Date:  October 24, 1996


<PAGE>





                                INDEX TO EXHIBITS

Exhibit                           Description                              
-------                           -----------                              

 4.1              First Colorado Bancorp, Inc. 1996 Stock Option Plan 

 4.2              Form of Stock Option Agreement to be entered into 
                  with respect to Incentive Stock Options

 4.3              Form of Stock Option Agreement to be entered into 
                  with respect to Non-Incentive Stock Options

 5.1              Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the  
                  validity of the Common Stock being registered

 23.1             Consent of Malizia, Spidi, Sloane & Fisch, P.C. (appears 
                  in their opinion filed as Exhibit 5.1)

 23.2             Consent of Independent Accountants               

 24               Reference is made to the Signatures section of this 
                  Registration Statement for the Power of Attorney
                  contained therein
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 65014}]
{"company-data": {"conformed-name": "FIRST COLORADO BANCORP INC", "cik": "0001001287", "assigned-sic": "6035", "irs-number": "841320788", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14739", "film-number": "96647335"}, "business-address": {"street1": "215 S WADSWORTH BLVD", "city": "LAKEWOOD", "state": "CO", "zip": "80226", "phone": "3032322121"}, "mail-address": {"street1": "215 S WADSWORTH BLVD", "city": "LAKEWOOD", "state": "CO", "zip": "80226"}}
As filed with the Securities and Exchange Commission on October 24, 1996.
                                           Registration No. 333-_______________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                          First Colorado Bancorp, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Colorado                                       84-1320788
-------------------------------                         -------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)

                          215 South Wadsworth Boulevard
                            Lakewood, Colorado 80226
                                 (303) 232-2121
                    (Address of principal executive offices)

                          First Colorado Bancorp, Inc.
                             1996 Stock Option Plan
                             ----------------------
                           (Full Title of the Plan)

                               Richard Fisch, Esq.
                      Malizia, Spidi, Sloane & Fisch, P.C.
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
            (Name, address and telephone number of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
================================================================================
                                                     Proposed
Title of                           Proposed          Maximum          Amount of
Securities to    Amount to      Maximum Offering    Aggregate       Registration
be Registered  be Registered    Price Per Share  Offering Price (2)    Fee (2)
-------------  -------------    ---------------  ------------------    -------

Common Stock
$.10 par value  1,340,379(1)         $ (2)         $18,212,295        $5,518.88
================================================================================

(1)   The maximum  number of shares of common stock  issuable  upon  exercise of
      options  granted or to be granted under the First Colorado  Bancorp,  Inc.
      1996 Stock  Option  Plan  consists  of  1,340,379  shares  which are being
      registered under this Registration  Statement and for which a registration
      fee is being paid.

(2)   Under Rule 457(h) of the 1933 Act, the registration fee may be calculated,
      inter  alia,  based  upon the  price at which  the  stock  options  may be
      exercised.  A total of 1,340,379  shares are being registered  hereby,  of
      which  1,319,000  shares are under option at an exercise price of $13.5625
      per share  ($17,888,937 in the  aggregate).  The remainder of such shares,
      which are not presently subject to options (21,379),  are being registered
      based upon the mean between the last bid and ask price of the common stock
      of First  Colorado  Bancorp,  Inc.  as reported at the close on the Nasdaq
      National Market System on October 18, 1996, of $15.125 per share ($323,358
      in the aggregate) for a total offering of $18,212,295.

      Under Rule 462 of the 1933 Act,  the  Registration  Statement  on Form S-8
      shall be effective upon filing with the Commission.
** THIS DOCUMENT  CONSTITUTES THE PROSPECTUS  COVERING SECURITIES THAT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933.**

PROSPECTUS
----------

                                1,340,379 Shares
                                ----------------

                          FIRST COLORADO BANCORP, INC.
                                  COMMON STOCK
                           (Par Value $.10 Per Share)

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

                          FIRST COLORADO BANCORP, INC.
                             1996 STOCK OPTION PLAN

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

      This  Prospectus  relates to 1,340,379  shares of common stock,  par value
$.10 per share (the  "Common  Stock"),  of First  Colorado  Bancorp,  Inc.  (the
"Company"),  a Colorado corporation which is the parent savings and loan holding
company of First Federal Bank of Lakewood  Colorado  (the "Bank"),  which may be
issued from time to time by the  Company to holders of options  granted or to be
granted by the Company to selected officers, directors, key employees, and other
persons of the Company and any  subsidiary of the Company  pursuant to the First
Colorado Bancorp,  Inc. 1996 Stock Option Plan (the "Plan").  Holders of options
granted or to be granted under the Plan (the  "Options")  are referred to herein
as  "Optionees."  Each offer made under the Plan pursuant to this  Prospectus is
made at the price and on the terms and conditions  contained in the stock option
agreements entered into between the Company and each Optionee.

      This Prospectus is for use as of the date hereof and in subsequent  years.
Information  which is  likely to change  from year to year will be  included  in
appendices to this Prospectus.

      The issued and  outstanding  Common  Stock of the Company is traded in the
over-the-counter  market,  and  transactions are reported on the Nasdaq National
Market  System  under the symbol  "FFBA."  Shares of Common  Stock  which may be
issued upon exercise of options  granted or to be granted  under the Plan,  will
also be traded on the Nasdaq  National  Market System.  On October 18, 1996, the
mean  between  the last  reported  bid and ask price of the Common  Stock in the
NASDAQ System was $15.125 per share.

--------------------------------------------------------------------------------
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------------------------------------------------------

                 The date of this Prospectus is October 24, 1996
No  person  has been  authorized  to give any  information  or to make any
representation  not contained in this  Prospectus,  and, if given or made,  such
information or representation  must not be relied upon as having been authorized
by the  Company.  This  Prospectus  does  not  constitute  an offer to sell or a
solicitation  of an offer to buy any  securities  other  than the  Common  Stock
offered by this  Prospectus or an offer to sell or a solicitation of an offer to
buy such Common Stock in any  jurisdiction  to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this  Prospectus nor any sale made  hereunder  shall,  under any  circumstances,
create  any  implication  that  there has been no change in the  affairs  of the
Company  or that the  information  contained  herein is  correct  as of any time
subsequent to the date hereof.
TABLE OF CONTENTS

                          First Colorado Bancorp, Inc.
                             1996 Stock Option Plan

                                                                     Page

General Plan Information                                                1

Administration                                                          2

Purpose                                                                 2

Securities to be Offered                                                2

Eligibility to Participate in Plan                                      2

Purchases of Securities Pursuant to the Plan
 and Payment for Securities Offered                                     3

  Term of the Plan                                                      3
  Stock Option Agreements                                               3
  Option Price                                                          3
  Limitations on Grant of Options                                       4
  Option Period                                                         4
  Non-transferability                                                   4
  Conditions of Exercise                                                4
  Payment for Options                                                   5
  Cashless Exercise                                                     5
  Issuance of Common Stock                                              5
  Options Granted to Directors                                          5

Recapitalization, Merger, Consolidation, Change in
 Control and Similar Transactions                                       5

Amendment and Termination of the Plan                                   6

Restrictions on Resale                                                  6

Federal Income Tax Consequences                                         7

Annual Report to Shareholders                                           8

Additional Information                                                  8

Legal Opinion                                                           8

Appendix A                                                              A-1
  Administration                                                        A-1
  Number of Shares Subject to Plan                                      A-1
  Participation in the Plan                                             A-1
  Outstanding Awards                                                    A-1
First Colorado Bancorp, Inc.
                             1996 Stock Option Plan

General Plan Information
------------------------

      This Prospectus  relates to 1,340,379  shares of the common stock ("Common
Stock"),  par  value  $.10 per  share,  of First  Colorado  Bancorp,  Inc.  (the
"Company"),  which will be offered  upon  exercise  of options  granted or to be
granted  under the First  Colorado  Bancorp,  Inc.  1996 Stock  Option Plan (the
"Plan").  The  Company  became the sole  shareholder  of First  Federal  Bank of
Colorado (the "Bank") on December 29, 1995.

      The  Company was formed  under the laws of the State of  Colorado  for the
purpose of  becoming a savings  and loan  holding  company and became the parent
corporation  of First Federal Bank of Colorado (the "Bank") on December 29, 1995
at which time the  Company  acquired  all of the shares of capital  stock of the
Bank.  The Board of Directors of the Company  adopted the Plan at its meeting on
July 24,  1996.  The Plan was  approved  by  stockholders  of the Company at its
Meeting of Stockholders on July 24, 1996 (the "Effective  Date"). The Plan is to
continue in effect for a period of ten years from the Effective Date (i.e., July
24, 2006), unless earlier terminated or extended by the Company.

      Pursuant to the Plan,  1,340,379  shares of Common Stock were reserved for
issuance  by the  Company  upon  exercise  of  Incentive  Stock  Options  and/or
Non-Incentive  Stock  Options  (collectively  referred  to herein as  "Options")
awarded to officers,  directors,  key employees and other persons of the Company
and any parent and subsidiary  corporations.  Options granted under the Plan may
be either  Incentive  Stock  Options  within the  meaning of Section  422 of the
Internal  Revenue  Code of 1986,  as amended  (the  "Code")  or  options  not so
qualifying ("Non-Incentive Stock Option").

      Subject to certain limitations,  no gain or loss is recognized for federal
income tax purposes by the recipient of Options (the "Optionee")  under the Plan
upon  the  exercise  of an  Incentive  Stock  Option,  and no tax  deduction  is
available  to the Company as a result of the  exercise.  Upon the  exercise of a
Non-Incentive Stock Option, the Optionee generally recognizes ordinary income to
the extent that the  exercise  price is less than the fair  market  value of the
Common  Stock on the date of  exercise.  The  Company is  entitled  to a federal
income tax deduction  equal to the amount of ordinary  income  recognized by the
Optionee  at the  time of such  income  recognition.  See  "Federal  Income  Tax
Consequences."

      The  Plan is not  qualified  under  Section  401(a)  of the Code and it is
exempt from the  provisions of the Employee  Retirement  Income  Security Act of
1974, as amended.

      The statements  herein concerning the terms and provisions of the Plan are
summaries and do not purport to be complete.  All such  statements are qualified
in their entirety by reference to the full text of the Plan document as filed as
Exhibit 4.1 to the Registration Statement of which this Prospectus is a part.

      Additional updating and other information with respect to the Plan and the
Common Stock offered  hereby may be provided in the future to Optionees by means
of  one or  more  supplements  or  appendices  to  this  Prospectus.  Additional
information about the Plan (including a copy of the Plan), plan  administration,
and the Company may be obtained at the Company's  principal  offices,  which are
located

                                      1
at 215 South  Wadsworth  Boulevard,  Lakewood,  Colorado  80226.  The  Company's
telephone number is (303) 232-2121.

Administration
--------------

      The  Plan  is  administered  by a  committee  of the  Company's  Board  of
Directors (the  "Committee").  The Plan provides that the Committee will consist
of not less than three non-employee directors of the Company. The members of the
Committee  are  appointed  by the Board and serve at the  pleasure of the Board.
Members of the Committee shall be "non-employee directors" within the meaning of
Rule 16b-3 promulgated under Rule 16(b) of the Securities  Exchange Act of 1934,
as amended (the "1934 Act"). A majority of the entire Committee shall constitute
a quorum,  and the action of a majority of the members present at any meeting at
which a quorum is present shall be deemed the action of the Committee.

      Subject to the express  provisions of the Plan and resolutions  adopted by
the Board,  the  Committee  has  authority to interpret  the Plan, to prescribe,
amend,  and  rescind  the rules and  regulations  relating  to the Plan,  and to
determine  the form and  content  of  Options  to be issued  under the Plan.  In
addition,  the Committee is authorized to make all other  determinations  deemed
necessary or advisable for the administration of the Plan and shall have and may
exercise  such other power and such  authority  as may be delegated to it by the
Board from time to time. All decisions,  determinations,  and interpretations of
the Committee shall be final and conclusive to all persons affected thereby.

      Additional  information  about the Plan and the  Committee may be obtained
from the  Company at the  address of the  Company  listed  under  "General  Plan
Information."  For  a  list  of  the  current  members  of  the  Committee,  see
"Administration" at Appendix A.

Purpose
-------

      The  purpose of the Plan is to promote  the  interests  of the  Company by
attracting  and  retaining  the  best  available   personnel  for  positions  of
substantial responsibility to serve as officers, directors, and key employees of
the Company and to provide additional incentive to such officers, directors, and
key employees of the Company to promote the success of the Company's business.

Securities to be Offered
------------------------

      The  aggregate  number  of  shares  of  Common  Stock  which may be issued
pursuant to Options granted or to be granted under the Plan is 1,340,379 shares,
subject to certain  adjustments  for  changes in the  capital  structure  of the
Company,  as described  below.  See  "Recapitalization,  Merger,  Consolidation,
Change in Control and  Similar  Transactions."  Any shares  subject to an Option
under  the  Plan  which  expire  or are  terminated  unexercised  will  again be
available for issuance under the Plan.

Eligibility to Participate in Plan
----------------------------------

      Options  to  purchase  Common  Stock  under  the  Plan may be  awarded  to
officers,  directors, key employees, and other persons of the Company, the Bank,
and any present or future parent or  subsidiary  corporations.  Incentive  Stock
Options may only be granted to employees of the  Company,  the Bank,  and any of
their parent or subsidiary  corporations.  In selecting  participants  under the
Plan (the "Participants") and in determining the number of Options to be granted
to each Participant, the Committee may consider

                                      2
the nature of the  services  rendered by each  Participant,  each  Participant's
current and potential contribution to the Company, and such other factors as the
Committee, in its sole discretion, shall deem relevant.

      For  a  description  of  the  number  of  persons  currently  eligible  to
participate in the Plan and the number of persons actually  participating in the
Plan, see "Participation in the Plan" at Appendix A.

Purchases of Securities Pursuant to the Plan and Payment for Securities Offered
-------------------------------------------------------------------------------

      Term of the  Plan.  The  Plan was  effective  July 24,  1996,  and  unless
previously  terminated,  the Plan  shall  continue  in effect  for a term of ten
years,  after which no further Options may be granted.  The future expiration of
the Plan, or its termination by the Board, will not affect any Option previously
granted.

      Stock Option Agreements.  The Options granted under the Plan are evidenced
by stock option agreements (the "Option  Agreements")  substantially in the form
of the Option  Agreements  filed as exhibits to the  Registration  Statement  of
which this  Prospectus  is a part.  Each  Option  Agreement,  and any  amendment
thereto,  will contain terms and conditions  consistent with the requirements of
the  Plan  as  the  Committee  shall  determine.  The  Option  Agreements  shall
constitute the only form of reports which  Participants shall receive related to
the status of Options granted or which are exercisable  under the Plan. The Plan
provides  that the Board of Directors of the Company may authorize the Committee
to direct the execution of an instrument  providing for the  modification of any
outstanding  Option,  provided that no such  modification,  extension or renewal
shall confer on the  Optionee any right or benefit  which could not be conferred
by the grant of a new Option at such time, and shall not materially decrease the
Optionee's benefits under the Option without the Optionee's  consent,  except as
provided under Section 18 of the Plan, which permits  amendment of the Plan. See
"Amendment and Termination of the Plan."

      Option Price.  The exercise price for the purchase of shares subject to an
Incentive  Stock  Option at the date of grant  may not be less than 100  percent
(100%) of the fair market  value of the shares  covered by the  Incentive  Stock
Option on that date. If an Optionee owns Common Stock representing more than ten
percent of the outstanding Common Stock at the time an Incentive Stock Option is
granted,  then the Option Price shall not be less than 110 percent (110%) of the
fair market value of the Common Stock at the time the Incentive  Stock Option is
granted. No more than $100,000 of Incentive Stock Options can become exercisable
for the first time in any one year for any one person. Pursuant to the Plan, the
exercise price per share for Non-Incentive  Stock Options shall be such price as
the  Committee  may  determine in its sole  discretion.  The  exercise  price of
Options  must be paid  for in full in cash  or  shares  of  Common  Stock,  or a
combination of both.

      If the Common  Stock is listed on a national  securities  exchange  at the
time of granting an Incentive  Stock Option,  then the exercise  price per share
shall be not less than the average of the highest  and lowest  selling  price on
such exchange on the date such  Incentive  Stock Option is granted;  or if there
were no  sales on said  date,  then the  price  shall be not less  than the mean
between  the bid and ask  price on such  date.  If the  Common  Stock is  traded
otherwise than on a national  securities exchange at the time of the granting of
an Incentive  Stock Option,  then the exercise price per share shall be not less
than the mean  between  the bid and ask  price on the date the  Incentive  Stock
Option is granted or, if there is no bid and ask price on said date, then on the
immediately next business day on which there was a bid and ask price. If no such
bid and ask price is  available,  then the  exercise  price  per share  shall be
determined by the Committee.

                                      3
Limitations on Grant of Options. Except as may be specifically provided by
the terms of the Plan, the granting of Options is made at the sole discretion of
the Committee.  Further, the aggregate Fair Market Value of the Common Stock for
which an employee  may be granted  Incentive  Stock  Options  which become first
exercisable in any calendar year may not exceed  $100,000.  Notwithstanding  the
foregoing  limitation,  the  Committee  may  grant  Options  in  excess  of this
limitation, provided said Options are clearly and specifically designated as not
being Incentive Stock Options, as defined in Section 422 of the Code.

      Option Period.  The term of  exercisability of an Option granted under the
Plan shall be  established  by the  Committee,  but may not be for more than ten
years from the date of grant of the  Option,  except in the case of an  Optionee
who owns stock representing more than 10% of the Common Stock outstanding at the
time an  Incentive  Stock  Option is granted,  the term of the  Incentive  Stock
Option  shall not exceed  five years  from the date of the  grant.  In  general,
Options will not be exercisable  after the expiration of their term as set forth
in the Plan and/or an Option Agreement.

      In the  event  that an  Optionee  ceases  to serve as an  employee  of the
Company for any reason other than  permanent and total  disability or death,  an
exercisable Incentive Stock Option will generally continue to be exercisable for
three  months but in no event after the  expiration  date of the Option.  In the
event of the permanent and total  disability or death of an Optionee during such
service,  an exercisable  Incentive Stock Option will continue to be exercisable
for one year in the case of  disability  and two years in the case of death,  to
the extent exercisable by the Optionee immediately prior to his or her permanent
and total disability or death, but in no event after the expiration date of such
Options. The terms and conditions of Non-Incentive Stock Options relating to the
impact  of  an  Optionee's  termination  of  employment,   permanent  and  total
disability  or  death  shall  be  such  terms  as the  Committee,  in  its  sole
discretion,  shall  determine at the time of  termination,  unless  specifically
provided  for by the  terms of an Option  Agreement  at the time of grant of the
Option.

      Under  the  Plan,  the  Committee's  determination  regarding  whether  an
Optionee's  employment has ceased, and the effective date thereof shall be final
and  conclusive  on all  persons  affected  thereby.  A total of six months must
elapse between the date of grant of an Option and the date of the sale of Common
Stock received through the exercise of such Option.

     Non-transferability. No Option granted under the Plan is transferable other
than by will or the laws of descent and distribution.

      Conditions of Exercise.  Options may be exercised  only during the periods
specified in the Plan or the Option Agreement,  certain  information as to which
is provided above (see "Option Period"). Except as described above and as may be
limited  by an  Option  Agreement,  there is no  limitation  upon the  number of
Options that may be exercised in any one year,  and Options not exercised in any
one year may be exercised in subsequent  years over the term of the Option.  The
Committee  may impose  additional  conditions  upon the rights of an Optionee to
exercise any Option which are not  inconsistent  with the terms of the Plan, and
in the case of Incentive Stock Options,  not inconsistent  with the requirements
for qualification under Section 422 of the Code. Incentive Stock Options will be
first exercisable at the rate as specifically set forth in the Optionee's Option
Agreement.

      Payment for Options. Under the Plan, full payment for each share of Common
Stock  purchased  upon the  exercise of any Option  shall be made at the time of
exercise  of such Option and shall be paid in cash (in United  States  dollars),
Common Stock, or a combination of cash and Common Stock.

                                      4
Common Stock utilized in full or partial  payment of the exercise price shall be
valued at its fair  market  value at the date of  exercise.  The  Company  shall
accept full or partial  payment in Common Stock only to the extent  permitted by
applicable  law. No shares of Common  Stock shall be issued  until full  payment
therefore  has been received by the Company,  and no Optionee  shall have any of
the rights of a shareholder  of the Company until the shares of Common Stock are
issued to him or her.

      Cashless  Exercise.  An  Optionee  who has held an Option for at least six
months  may  engage in the  "cashless  exercise"  of the  Option.  In a cashless
exercise,  an Optionee  gives the Company  written notice of the exercise of the
Option together with an order to a registered  broker-dealer or equivalent third
party,  to sell part or all of the Optioned  Stock and to deliver  enough of the
proceeds to the Company to pay the Option price and any  applicable  withholding
taxes.  If the Optionee  does not sell the Optioned  Stock  through a registered
broker-dealer  or equivalent third party, he can give the Company written notice
of the  exercise of the Option and the third  party  purchaser  of the  Optioned
Stock shall pay the Option price plus any  applicable  withholding  taxes to the
Company.

      Issuance of Common  Stock.  Shares  issued to Optionees  upon  exercise of
Options may be either  authorized  but unissued  shares or treasury  shares.  In
either case, the Optionee shall not pay any fees, commissions,  or other charges
for such  Common  Stock  other than the  exercise  price as stated in the Option
Agreement.  Cash proceeds  from the sale of Common Stock issued  pursuant to the
exercise of Options will be added to the general funds of the Company to be used
for general corporate purposes.  Shares of Common Stock shall not be issued with
respect to any Option granted under the Plan unless the issuance and delivery of
such Common Stock shall comply with all relevant  provisions of law,  including,
without limitation, the Securities Act of 1933, as amended (the "1933 Act"), the
rules and regulations  promulgated  thereunder,  any applicable state securities
law, and the  requirements of any stock exchange upon which the Common Stock may
then be listed.

      Inability of the Company to obtain  approval from any  regulatory  body or
authority  deemed by the  Company or counsel  thereto  to be  necessary  for the
lawful issuance and sale of any Common Stock hereunder shall relieve the Company
of any liability in respect of the non-issuance or sale of such Common Stock. As
a condition  to the  exercise  of an Option,  the Company may require the person
exercising  the Option to make such  representations  and  warranties  as may be
necessary  to  assure  the  availability  of an  exemption  from any  additional
registration requirements of federal or state securities laws.

      Options  Granted to  Directors.  Non-Incentive  Stock  Options to purchase
12,000 shares of Common Stock will be granted to each  non-employee  director of
the Company as of the Effective  Date  (excluding  director  Polly Baca),  at an
exercise  price equal to the fair market  value of the Common Stock on such date
of grant. The Options will be first exercisable at the rate of 20% following one
year  after the date of grant and 20%  annually  thereafter,  during  periods of
continued service as a director or director emeritus.  Thereafter,  such Options
shall  remain   exercisable   for  ten  years  from  the  date  of  grant.   The
exercisability of such Options shall be accelerated in the event of death or the
permanent  and total  disability  of the Optionee or upon a Change in Control of
the Company,  absent  regulatory  objection to such accelerated  vesting at such
time. In the event of such  directors'  death,  such Options may be exercised by
the personal  representative of his estate or person(s) to whom his rights under
such Options  shall have passed by will or by laws of descent and  distribution.
Unless  otherwise  inapplicable,  or  inconsistent  with the  provisions of this
paragraph,  the Options to be granted to directors hereunder shall be subject to
all other provisions of the Plan.

                                      5
Recapitalization,   Merger,  Consolidation,   Change  in  Control,  and  Similar
--------------------------------------------------------------------------------
Transactions
------------

      Subject to any required action by the shareholders of the Company,  within
the sole discretion of the Committee,  the aggregate  number of shares of Common
Stock for which Options may be granted  under the Plan,  the number of shares of
Common Stock covered by each outstanding Option and the exercise price per share
of  Common  Stock of each  Option  shall  be  proportionately  adjusted  for any
increase or decrease  in the number of issued and  outstanding  shares of Common
Stock resulting from a subdivision or  consolidation of shares or the payment of
a stock  dividend on the Common  Stock or any other  increase or decrease in the
number  of  such  shares  of  Common  Stock   effected   without  a  receipt  of
consideration   by  the  Company  (other  than  by  shares  held  by  dissenting
stockholders).

      In  the  event  of  any  change  in  control,  recapitalization,   merger,
consolidation,  exchange  of shares,  spin-off,  reorganization,  tender  offer,
liquidation, or other extraordinary corporate action, the Committee, in its sole
discretion,  shall  have the power,  prior to or  subsequent  to such  action or
events, to (i) appropriately adjust the number of shares of Common Stock subject
to  each  Option,  the  exercise  price  per  share  of  Common  Stock,  and the
consideration  to be given or received by the Company  upon the  exercise of any
outstanding  Options;  (ii)  cancel  any  or  all  previously  granted  Options,
providing that  appropriate  consideration is paid to the Optionee in connection
therewith;  and/or (iii) make such other adjustments in connection with the Plan
as  the  Committee,  in  its  sole  discretion,   deems  necessary,   desirable,
appropriate,  or  advisable.  However,  no action may be taken by the  Committee
which would cause Incentive  Stock Options granted  pursuant to the Plan to fail
to meet the requirements of Section 422 of the Code.

      The Committee  has at all times the power to accelerate  the exercise date
of all Options  granted  under the Plan. In the case of any change in control of
the Company as determined by the Committee, all outstanding options shall become
immediately exercisable.  A change in control is defined in the Plan as: (i) the
execution of an  agreement  for the sale of all, or a material  portion,  of the
assets  of the  Company;  (ii) the  execution  of an  agreement  for  merger  or
recapitalization whereby the Company is not the surviving entity; (iii) a change
of  control  of the  Company  as  otherwise  defined  by the  Office  of  Thrift
Supervision  ("OTS") or its regulations;  or (iv) the  acquisition,  directly or
indirectly,  of the beneficial ownership (within the meaning of Section 13(d) of
the 1934 Act and rules and regulations promulgated thereunder) of 25% or more of
the outstanding voting securities of the Company by any person, trust, entity or
group. This limitation shall not apply to a transaction in which the purchase of
shares by  underwriters in connection with a public offering of Common Stock, or
the purchase of shares of up to 25% of any class of securities of the Company by
a tax-qualified  employee stock benefit plan. The determination of the Committee
as to whether a change in control has occurred shall be conclusive and binding.

Amendment and Termination of the Plan
-------------------------------------

      The Board of Directors may alter, suspend, or discontinue the Plan, except
that no action of the Board may increase the maximum number of shares  permitted
to be optioned  under the Plan,  materially  increase the  benefits  accruing to
Participants   under  the  Plan  or  materially   modify  the  requirements  for
eligibility for  participation in the Plan unless such action of the Board shall
be subject to approval  or  ratification  by the  shareholders  of the  Company.
Unless otherwise  terminated by the Board of Directors,  the Plan shall continue
in effect for a term of ten years from the Effective Date, after which no future
awards of Options may be granted.

                                      6
Restrictions on Resale
----------------------

      Unless specifically  included as a term and condition of any Option, there
are no  restrictions on the resale of Common Stock acquired upon the exercise of
Options.  The Plan  permits  the  Committee  to  provide as a  condition  to the
exercise of an Option that the shares acquired upon the exercise of such Options
may be subject to a "Right of  Repurchase"  by the  Company.  At this time,  the
Company has no intention to grant Options subject to such "Right of Repurchase."
Shares of Common  Stock,  however,  may be resold  only in  compliance  with the
registration requirements of the 1933 Act, and applicable state securities laws.

      Under the 1933 Act,  affiliates of the Company generally may resell shares
of Common Stock  purchased  pursuant to the Plan only (i) in accordance with the
provisions  of Rule 144 under the 1933 Act, or (ii)  pursuant  to an  applicable
current and effective registration statement under the 1933 Act.

      As defined in Rule 405 under the 1933 Act, an  affiliate of the Company is
a  person  who  directly,  or  indirectly  through  one or more  intermediaries,
controls,  or is controlled by, or is under common control with the Company. The
determination  of whether a person is an affiliate of the Company is primarily a
factual  one  based  upon  whether  he   possesses,   directly  or   indirectly,
individually  or in  concert  with  others,  the  power to  direct  or cause the
direction  of the  management  or policies of the Company,  whether  through the
ownership of voting stock, by executive position, by membership on the Board, by
contract or  otherwise.  Therefore,  each  Optionee  should  consult his counsel
concerning  whether  he is  an  affiliate  of  the  Company  and  the  attendant
restrictions on the resale under the 1933 Act of Common Stock acquired  pursuant
to the Plan.

      In  addition,  the  receipt of an Option to  purchase  Common  Stock by an
officer or director of the Company,  or the  beneficial  owner of 10% or more of
the outstanding  Common Stock, is a reportable  transaction  under Section 16 of
the 1934 Act, and Forms 3, 4, or 5 are required to be filed with the  Securities
and Exchange  Commission in  connection  with such  transaction.  The sale by an
officer,  director,  or 10% holder of Common Stock issued upon an exercise of an
Option  within six months after the receipt of such Option may create  liability
of such persons to the Company  under the  "short-swing  profit"  provisions  of
Section 16(b) of the 1934 Act.

Federal Income Tax Consequences
-------------------------------

      Under  present  federal  tax  laws,  awards  under  the Plan will have the
following consequences:

      1.       The  grant  of an  Option  will  not  by  itself  result  in  the
               recognition  of taxable  income to the  Optionee  nor entitle the
               Company to a deduction at the time of such grant.

      2.       The exercise of an Option which is an  "Incentive  Stock  Option"
               within the meaning of Section 422 of the Code generally will not,
               by itself,  result in the  recognition  of taxable  income to the
               Optionee  nor entitle  the Company to a deduction  at the time of
               such exercise. However, the difference between the exercise price
               and the fair  market  value of the  Option  shares on the date of
               exercise  is an item of tax  preference  which  may,  in  certain
               situations, trigger the alternative minimum tax for the Optionee.
               The Optionee will  recognize  capital gain or loss upon resale of
               the shares received upon such exercise, provided that such shares
               are held for at least one year after the Option  exercise  or two
               years after the grant of the Incentive Stock Option, whichever is
               later. Generally, if the

                                      7
shares are not held for that period,  the Optionee  will  recognize
             ordinary  income  upon  disposition  in  an  amount  equal  to  the
             difference  between the exercise price and the fair market value on
             the date of exercise, or, if less, the sales proceeds of the shares
             acquired pursuant to the exercise of such Incentive Stock Option.

      3.     The  exercise of a  Non-Incentive  Stock  Option will result in the
             recognition  of  ordinary  income  by the  Optionee  on the date of
             exercise in an amount  equal to the  difference  between the Option
             exercise price and the fair market value,  on the date of exercise,
             of  the  shares   acquired   pursuant  to  the   exercise  of  such
             Non-Incentive Option.

      4.     The  Company  will be  allowed  a tax  deduction  for  federal  tax
             purposes  equal to the amount of ordinary  income  recognized by an
             Optionee at the time the Optionee  recognizes  such ordinary income
             under either an Incentive  Stock Option or a Non-  Incentive  Stock
             Option .

      The foregoing  provides only a general  summary of the federal  income tax
consequences  applicable to Optionees  under the Plan. Each Optionee is urged to
consult his or her own tax advisor for information  regarding applicable federal
and state tax consequences.

Annual Report to Shareholders
-----------------------------

      The Company's financial statements for the period ended December 31, 1995,
as contained in the Company's Annual Report on Form 10-K are incorporated herein
by reference. In the future, the Company's latest Annual Report to Stockholders,
including financial statements,  will be mailed to all stockholders of record as
of the close of business on such record  date.  Any person  wishing to receive a
copy of the Annual  Report to  Stockholders  may  obtain a copy by  writing  the
Company at the address set forth below under "Additional Information."

Additional Information
----------------------

      Additional  updating  information with respect to the Common Stock and the
Plan covered herein may be provided in the future to Participants under the Plan
by means of  appendices  to this  Prospectus.  The nature and  frequency  of any
reports to be made to Participants as to their participation in the Plan will be
determined by the Committee.

      The Company upon written or oral request,  will provide  without charge to
any person to whom this  Prospectus is delivered:  a copy of the Plan, a copy of
its latest Annual Report to Stockholders  (when available) and a copy of any and
all of the documents that have been  incorporated by reference in Item 3 of Part
II of the  Registration  Statement of which this  Prospectus is a part, and that
such  documents  are deemed  incorporated  by reference in this 1933 Act Section
10(a)  Prospectus.   Further,  other  documents  required  to  be  delivered  to
Participants as specified in Item 9 of Part II of the Registration Statement are
available upon request. Any such request can be oral or in writing and should be
addressed to the Corporate Secretary,  215 South Wadsworth Boulevard,  Lakewood,
Colorado 80226. The Registrant's telephone number is (303) 232-2121.

                                      8
Legal Opinion
-------------

      The validity of the Common Stock offered hereby has been passed on for the
Company by Malizia,  Spidi, Sloane & Fisch, P.C., 1301 K Street, N.W., Suite 700
East, Washington, D.C. 20005.

                                      9
APPENDIX A

                        ADDITIONAL INFORMATION CONCERNING
                                       THE
                          FIRST COLORADO BANCORP, INC.
                             1996 STOCK OPTION PLAN
                           (As of September 30, 1996)

Administration
--------------

      The Board has  appointed  Directors  Hayden,  Nicholl,  and  Burkholder as
members of the Committee  responsible for  administration  of the First Colorado
Bancorp, Inc. 1996 Stock Option Plan (the "Plan"). Grants of Options may be made
under the Plan by the Committee.

Number of Shares Subject to Plan
--------------------------------

      On September 30, 1996,  Options covering  1,319,000 shares of Common Stock
were outstanding,  which were previously granted at an average exercise price of
$13.5625 per share.  As of the date of this  Appendix A, 21,379 shares of Common
Stock remain issuable under the Plan, which provides for the issuance of Options
for a total of 1,340,379 shares of Common Stock.

Participation in the Plan
-------------------------

      As  of  September  30,  1996,  the  Company  and  its   subsidiaries   had
approximately 450 employees who, in the opinion of the Company's management, are
eligible to participate in the Plan. Of such persons,  as of September 30, 1996,
46 non-executive  employees held outstanding Incentive Stock Options to purchase
840,000  shares of Common  Stock,  seven (7) executive  officers held  Incentive
Stock Options to purchase 258,055 shares of Common Stock and Non-Incentive Stock
Options to purchase 136,945 shares of Common Stock. Additionally,  Non-Incentive
Stock  Options to purchase  12,000  shares of Common Stock each were held by six
non-employee  members of the Board of the  Company  and the estate of a deceased
non-employee director.

Outstanding Awards
------------------

      The following table presents  information  with respect to the outstanding
Options under the Plan as of the date of this Appendix A.
Average
                         Number of Shares Presently      Number of Persons    Exercise Price
 Date of Award              Subject to Options           Holding Awards          Per Share
 -------------              ------------------           --------------          ---------
July 24, 1996                   1,319,000                       60               $13.5625

Total Awards Outstanding        1,319,000                       60               $13.5625
A-1
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

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

       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  Securities  and  Exchange
Commission (the "Commission").  Reports, proxy statements, and other information
concerning the Company filed with the Commission may be inspected and copies may
be obtained (at present rates) at the  Commission's  Public  Reference  Section,
Room 1024, 450 Fifth Street, N.W., Washington, DC 20549.

            The following  documents filed with the Commission are  incorporated
by reference in this Registration Statement and the Prospectus constituting Part
I of this Registration Statement:

     (1) The Company's  Registration  Statement on Form S-1 (No. 33-97228) filed
with the Commission on September 21, 1995 and amendments thereto;

     (2) The  Company's  Registration  Statement  on Form 8-A as filed  with the
Commission on November 1, 1995;

     (3) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
December 31, 1995, as filed with the Commission;

     (4) The Company's Quarterly Reports on Form 10-Q for the period ended March
31, 1996, and June 30, 1996 as filed with the Commission; and

     (5)  Information  as to the  Options  which will be  included in the future
either in the Company's proxy statements,  annual reports, or appendices to this
Prospectus.

       All documents filed by the Company  pursuant to Sections 13, 14, or 15(d)
of the 1934 Act  after  the date  hereof  and  prior to the  termination  of the
offering  of the shares of Common  Stock shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

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

       Not applicable.

Item 5.  Interests of Named Experts and Counsel.
------------------------------------------------

       Not applicable.

                                     II-1
Item 6.  Indemnification of Directors and Officers.
---------------------------------------------------

       Section  7-109-103  of the  Colorado  Business  Corporation  Act ("CBCA")
provides  for  mandatory  indemnification,   if  a  director  or  officer  of  a
corporation  is  successful  on the  merits  or  otherwise,  in  defense  of any
proceeding, whether third party or derivative.

       Colorado law allows a corporation to indemnify its  directors,  officers,
employees,  fiduciaries and agents against expenses (including attorneys' fees),
judgements,  fines,  and amounts  paid in  settlement  actually  and  reasonably
incurred  in  connection  with an  action  or  proceeding  if that  person to be
indemnified acted in good faith and in a manner he reasonably believed to be in,
or not  opposed  to, the best  interests  of the  corporation.  In the case of a
shareholder  derivative  suit,  the  person  will be  indemnified  if he was not
adjudged  liable  or, in the case of any other  proceeding,  the  person was not
adjudged liable for receiving an improper personal benefit. (CBCA ss.7-109-102).
Indemnification  in a  shareholder  derivative  action is limited to  reasonable
expenses.  With respect to any criminal  action or proceeding,  a person will be
indemnified  if that person did not have  reasonable  cause to believe  that his
conduct was unlawful. (CBCA ss.7-109-102(1)).

       Colorado law also allows for  indemnification  in actions or  proceedings
even if the person to be  indemnified  was adjudged to be liable or did not meet
the standards for  indemnification as described above.  Indemnification  must be
determined  by the same court that  adjudged such person liable or another court
of competent jurisdiction. Only directors and officers are entitled to apply for
mandatory indemnification (CBCA ss.7-109-105, ss.7-109-107).

       Colorado requires that indemnification payments (other than court ordered
payments and  advancement of expenses) may be made only on a case-by-case  basis
(CBCA  ss.7-109-106).  Advance  payments  may be made  covering  expenses if the
individual  to  be  indemnified   furnishes  the  corporation   with  a  written
affirmation  of his good faith  belief  that he has met the  standard of conduct
necessary  for   indemnification  and  undertakes  to  repay  such  payments  if
indemnification  is later  determined  to not be available  to that  individual.
(CBCA ss.7-109-104).

       The  aforementioned  indemnification  provisions  under  Colorado law are
non-exclusive.  Indemnification  of  directors  of  a  Colorado  corporation  is
governed by statute but a Colorado  corporation may grant  additional or greater
indemnification  rights to officers,  employees,  fiduciaries and agents through
its  bylaws,  or  through an  agreement,  a vote of  shareholders,  or a vote of
disinterested directors,  both as to action in a person's official capacity, and
as to action in another capacity while holding office (CBCA ss.53-11-4.1(G)).  A
Colorado  corporation  may also have the power to  purchase  insurance  or other
similar  protection  against liability whether or not the person was entitled to
indemnification as described in the section above (CBCA ss.7-109-107).

       The articles of incorporation of a corporation organized under the law of
Colorado may also contain a provision  which may eliminate or limit the personal
liability  of a director to the  corporation  or its  stockholders  for monetary
damages for breach of fiduciary duty.  However,  no such provision can eliminate
or limit a director's  liability  for (i) for breach of the  director's  duty of
loyalty,  (ii) for acts or omissions not in good faith or involving  intentional
misconduct or a knowing violation of law, (iii) for willful or negligent conduct
in paying dividends or repurchasing  stock out of other than lawfully  available
funds, or (iv) for any transaction  from which the director  derives an improper
personal benefit (CBCA ss.7-108-401).

       The  Colorado  law  also  states  that no  director  or  officer  will be
personally  liable for any injury to a person or party  unless the  director  or
officer was personally involved in the situation giving rise to

                                     II-2
the  litigation  or the  director  or officer  committed  a criminal  offense in
connection with the situation (CBCA ss.7-108-402).

       With respect to the performance of a director's  duty,  Colorado allows a
director to rely in good faith on opinions,  information,  reports and financial
data  presented  to him by officers or  employees  of the  company,  counsel and
accountants  as to matters which the director  reasonably  believes to be in the
expert  competence  of such  person,  and  committees  of the board on which the
director does not serve (CBCA ss.7-108-401).

       Colorado  directors have  additional  protection  from liability from the
"conflicting interest  transaction"  provisions of Colorado law which state that
no loan,  contract,  or transaction between a corporation and a director will be
voidable,  enjoined,  set  aside  or  give  rise to an  award  of  damages  in a
proceeding by shareholders,  solely because the conflicting interest transaction
involves a director of the  corporation  or an entity in which a director of the
corporation  is a  director  or officer or has a  financial  interest  or solely
because  the  director  is  present  at or  participates  in the  meeting of the
corporation's  board of directors or of the  committee of the board of directors
which authorizes,  approves, or ratifies the conflicting interest transaction or
solely because the director's vote is counted for such purpose if the director's
interest  was  disclosed  to the  board  of  directors  or  shareholders  of the
corporation (if  shareholders  are entitled to vote on the  transaction) and the
transaction  is fair  to the  corporation  at the  time  it is  approved.  (CBCA
ss.7-108-501)

       The registrant  believes that these provisions  assist the registrant in,
among other  things,  attracting  and retaining  qualified  persons to serve the
registrant and its subsidiary.  However, a result of such provisions could be to
increase the expenses of the  registrant and  effectively  reduce the ability of
stockholders  to sue on behalf of the  registrant  since  certain suits could be
barred or amounts that might  otherwise be obtained on behalf of the  registrant
could be required to be repaid by the registrant to an indemnified party.

       The  Company  has in force a  Directors  and  Officers  Liability  Policy
underwritten  by CNA  Insurance,  Inc.  with a $5.0 million  aggregate  limit of
liability  and an  aggregate  deductible  of  $500,000  per loss both for claims
directly  against  officers  and  directors  and for claims where the Company is
required to indemnify directors and officers.

       Insofar as indemnification  for liabilities  arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unforceable.

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.

                                     II-3
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 and of the
            estimated  maximum  offering  range may be  reflected in the form of
            prospectus filed with the Commission  pursuant to Rule 424(b) if, in
            the  aggregate,  the changes in volume and price  represent  no more
            than 20 percent 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 F-3,  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.

            (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

                                     II-4
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities  Act of 1933 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 expressed in the Securities
Act of 1933 Act and will be governed by the final adjudication of such issue.

                                     II-5
SIGNATURES

       Pursuant  to the  requirements  of the  Securities  Act  of  1933,  First
Colorado Bancorp,  Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing a Registration Statement 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 Lakewood in the State
of Colorado, on the 24th day of October 1996.

                                        First Colorado Bancorp, Inc.

                                        By: /s/ Malcolm E. Collier, Jr.
                                            ------------------------------------
                                            Malcolm E. Collier, Jr.
                                            President, Chief Executive Officer,
                                            and Chairman of the Board
                                            (Duly Authorized Representative)

                                POWER OF ATTORNEY

       We, the  undersigned  directors and officers of First  Colorado  Bancorp,
Inc., do hereby  severally  constitute and appoint  Malcolm E. Collier,  Jr. our
true and lawful  attorney  and  agent,  to do any and all things and acts in our
names in the capacities  indicated  below and to execute any and all instruments
for us and in our names in the capacities  indicated below which said Malcolm E.
Collier,  Jr. may deem necessary or advisable to enable First Colorado  Bancorp,
Inc.  to comply with the  Securities  Act of 1933,  as  amended,  and any rules,
regulations  and  requirements  of the  Securities and Exchange  Commission,  in
connection with the Registration  Statement on Form S-8 relating to the offering
of the Company's Common Stock, including specifically, but not limited to, power
and authority to sign,  for any of us in our names in the  capacities  indicated
below,  the  Registration  Statement  and  any  and  all  amendments  (including
post-effective  amendments)  thereto;  and we hereby ratify and confirm all that
said Malcolm E. Collier, Jr. shall do or cause to be done by virtue hereof.

       Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.
By:    /s/ Malcolm E. Collier, Jr.              By: /s/ Brian L. Johnson
       -----------------------------------          -------------------------------------
       Malcolm E. Collier, Jr.                      Brian L. Johnson
       President, Chief Executive Officer,          Treasurer and Chief Financial Officer
       and Chairman of the Board                    (Principal Financial and Accounting
       (Principal Executive Officer)                Officer)

Date:  October 24, 1996                         Date: October 24, 1996

By:    /s/ John J. Nicholl                      By: /s/ Robert T. Person, Jr.
       -----------------------------------          --------------------------------------
       John J. Nicholl                              Robert T. Person, Jr.
       Director                                     Director

Date:  October 24, 1996                         Date: October 24, 1996
By:    /s/ Leeon E. Haydon                      By: /s/ E. William Foerster, Jr.
       -----------------------------------          ----------------------------
       Leeon E. Haydon                              E. William Foerster, Jr.
       Director                                     Director

Date:  October 24, 1996                         Date:  October 24, 1996

By:    /s/ James R. Wexels                      By: /s/ Polly Baca
       -----------------------------------          ----------------------------
       James R. Wexels                              Polly Baca
       Director                                     Director

Date:  October 24, 1996                         Date: October 24, 1996

By:    /s/ Stephen Burkholer
       -----------------------------------     
       Stephen Burkholder
       Director 

Date:  October 24, 1996
INDEX TO EXHIBITS

Exhibit                           Description                              
-------                           -----------                              

 4.1              First Colorado Bancorp, Inc. 1996 Stock Option Plan 

 4.2              Form of Stock Option Agreement to be entered into 
                  with respect to Incentive Stock Options

 4.3              Form of Stock Option Agreement to be entered into 
                  with respect to Non-Incentive Stock Options

 5.1              Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the  
                  validity of the Common Stock being registered

 23.1             Consent of Malizia, Spidi, Sloane & Fisch, P.C. (appears 
                  in their opinion filed as Exhibit 5.1)

 23.2             Consent of Independent Accountants               

 24               Reference is made to the Signatures section of this 
                  Registration Statement for the Power of Attorney
                  contained therein