<PAGE>
<PAGE>

As filed with the Securities and Exchange Commission on
                        June 2, 1999
                                    Registration No.333-________
________________________________________________________________


                 SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549
               _______________________________________
                              FORM S-8
                    REGISTRATION STATEMENT UNDER
                      THE SECURITIES ACT OF 1933
               _______________________________________

                   FIRST FEDERAL BANCORPORATION
             _______________________________________
      (Exact Name of Registrant as Specified in Its Charter)

             Minnesota                          41-1796238
   ------------------------------          -------------------
   (State or other jurisdiction of         (I.R.S. Employer
   Incorporation or organization)          Identification No.)

                          214 5th Street
                     Bemidji, Minnesota 55601
                          (218) 751-5120
           ---------------------------------------------
             (Address of Principal Executive Office)

       First Federal Bancorporation 1998 Stock Option Plan
     -------------------------------------------------------
                     (Full Title of the Plan)


                    Gary R. Bronstein, Esquire
                     Daniel L. Hogans, Esquire
                Housley Kantarian and Bronstein, P.C.
                  1220 19th Street, N.W., Suite 700
                     Washington, D.C.  20036
           -------------------------------------------
             (Name and Address of Agent for Service)

                        (202) 822-9611
 -------------------------------------------------------------
 (Telephone Number, Including Area Code, of Agent For Service)

                CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================================================================
    Title Of           Proposed Maximum     Proposed Maximum          Amount Of
Securities To Be         Amount To Be        Offering Price      Aggregate Offering       Registration
  Registered              Registered           Per Share               Price                  Fee
----------------------------------------------------------------------------------
<S>                   <C>              <C>                <C>              <C>

Common Stock,
   $.01 par value         150,000 (1)             (2)                 1,287,500 (2)           357.93
     per share

</TABLE>

(1) Maximum number of shares issuable under the First Federal
Bancorporation 1998 Stock Option Plan (150,000 shares), as such
amounts may be increased in accordance with said plan in the
event of a merger, consolidation, recapitalization, stock
dividend, stock split or similar event involving the Registrant.
(2) Under Rule 457(h) the registration fee may be calculated,
inter alia, based upon the price at which the options may be
exercised.  150,000 shares are being registered hereby, of
which 150,000 are under option at a weighted average exercise
price of $8.583 per share ($1,287,500 in the aggregate).

<PAGE>
  THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
AUTOMATICALLY UPON THE DATE OF FILING, IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933.
<PAGE>
<PAGE>
                          PART I

     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*
------
Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
------   INFORMATION*

    *This Registration Statement relates to the registration of
150,000 shares of Common Stock, $.01 par value per share, of
First Federal Bancorporation (the "Company") reserved for
issuance and delivery under the First Federal Bancorporation
1998 Stock Option Plan.  Documents containing the information
required by Part I of this Registration Statement will be sent
or given to participants in the Stock Option Plan as specified
by Rule 428(b)(1).  Such documents are not filed with the
Securities and Exchange Commission either as part of this
Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424, in reliance on Rule 428.

                          PART II

     INFORMATION REQUIRED IN THE 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 and, accordingly, files
periodic reports and other information with the SEC.  Reports,
proxy statements and other information concerning the Company
filed with the SEC may be inspected and copies may be obtained
(at prescribed rates) at the SEC's Public Reference Section,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549.  SEC
also maintains a Web site that contains reports, proxy and
information statements and other information regarding
registrants that file electronically with the SEC, including the
Company.  The address for the SEC's Web site is
"http://www.sec.gov".

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

        (a)  The Company's Annual Report on Form 10-KSB for the
fiscal year ended September 30, 1998 (Commission File No.
0-25704);

        (b)  The Company's Quarterly Report on Form 10-QSB for
the quarter ended December 31, 1998 (Commission File No.
0-25704);

        (c)  The Company's Quarterly Report on Form 10-QSB for
the quarter ended March 31, 1999 (Commission File No. 0-25704);

        (d)   The description of the Company's securities
obtained in this Company's Registration Statement on Form 8-A as
declared effective by SEC on March 15, 1995.

    ALL DOCUMENTS FILED BY THE COMPANY AND THE STOCK OPTION PLAN
PURSUANT TO SECTIONS 13(a), 13(c), 14, AND 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AFTER THE DATE
HEREOF AND PRIOR TO THE FILING OF A POST-EFFECTIVE AMENDMENT
WHICH INDICATES THAT ALL SECURITIES OFFERED HAVE BEEN SOLD OR
WHICH DEREGISTERS ALL SECURITIES THEN REMAINING UNSOLD SHALL BE
DEEMED TO BE INCORPORATED BY REFERENCE IN THIS REGISTRATION
STATEMENT AND TO BE A PART HEREOF FROM THE DATE OF FILING OF
SUCH DOCUMENTS.

ITEM 4.  DESCRIPTION OF SECURITIES
------
    Not applicable, as the common stock is registered under
Section 12 of the Securities and Exchange Act of 1934.

<PAGE>
<PAGE>
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
------
    Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE
------   COMPANY

INDEMNIFICATION OF OFFICERS AND DIRECTORS OF THE COMPANY

    Section 302A.521 of the Minnesota Business Corporation Act
sets forth circumstances under which directors, officers,
employees and agents may be insured or indemnified against
liability which they may incur in their capacities.

    302A.521  INDEMNIFICATION. -- Subdivision 1.  Definitions.
(a) For purposes of this section, the terms defined in this
subdivision have the meanings given them.

    (b) "Corporation" includes a domestic or foreign corporation
that was the predecessor of the corporation referred to in this
section in a merger or other transaction in which the
predecessor's existence ceased upon consummation of the
transaction.

    (c) "Official capacity" means (1) with respect to a
director, the position of director in a corporation, (2) with
respect to a person other than a director, the elective or
appointive office or position held by an officer, member of a
committee of the board, or the employment relationship
undertaken by an employee of the corporation, and (3) with
respect to a director, officer, or employee of the corporation
who, while a director, officer, or employee of the corporation,
is or was serving at the request of the corporation or whose
duties in that position involve or involved service as a
director, officer, partner, trustee, employee or agent of
another organization or employee benefit plan, the position of
that person as a director, officer, partner, trustee, employee,
or agent, as the case may be, of the other organization or
employee benefit plan.

    (d) "Proceeding" means a threatened, pending, or completed
civil, criminal, administrative, arbitration, or investigative
proceeding, including a proceeding by or in the right of the
corporation.

    (e) "Special legal counsel" means counsel who has not
represented the corporation or a related organization, or a
director, officer, member of a committee of the board, or
employee, whose indemnification is in issue.

    Subdivision 2.  Indemnification mandatory; standard.  (a)
Subject to the provisions of subdivision 4, a corporation shall
indemnify a person made or threatened to be made a party to
a proceeding by reason of the former or present official
capacity of the person against judgments, penalties, fines,
including, without limitation, excise taxes assessed against the
person with respect to an employee benefit plan, settlements,
and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the
proceeding, if, with respect to the acts or omissions of the
person complained of in the proceeding, the person:

    (1) Has not been indemnified by another organization or
employee benefit plan for the same judgments, penalties, fines,
including without limitation, excise taxes assessed against the
person with respect to an employee benefit plan, settlements,
and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the
proceeding with respect to the same acts or omissions;

    (2) Acted in good faith;

    (3) Received no improper personal benefit and section
302A.255, if applicable, has been satisfied;

    (4) In the case of a criminal proceeding, had no reasonable
cause to believe the conduct was unlawful; and
<PAGE>

    (5) In the case of acts or omissions occurring in the
official capacity described in subdivision 1, paragraph (c),
clause (1) or (2), reasonably believed that the conduct was in
the best interests of the corporation, or in the case of acts or
omissions occurring in the official capacity described in
subdivision 1, paragraph (c), clause (3), reasonably believed
that the conduct was not opposed to the best interests of the
corporation.  If the person's acts or omissions complained of in
the proceeding relate to conduct as a director, officer,
trustee, employee, or agent of an employee benefit plan, the
conduct is not considered to be opposed to the best interests of
the corporation if the person reasonably believed that the
conduct was in the best interests of the participants or
beneficiaries of the employee benefit plan.

    (b) The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent does not, of itself, establish that the person did
not meet the criteria set forth in this subdivision.

    Subdivision 3.  Advances.  Subject to the provisions of
subdivision 4, if a person is made or threatened to be made a
party to a proceeding, the person is entitled, upon written
request to the corporation, to payment or reimbursement by the
corporation of reasonable expenses, including attorneys' fees
and disbursements, incurred by the person in advance of the
final disposition of the proceeding, (a) upon receipt by the
corporation of a written affirmation by the person of a good
faith belief that the criteria for indemnification set forth in
subdivision 2 have been satisfied and a written undertaking by
the person to pay all amounts so paid or reimbursed by the
corporation, if it is ultimately determined that the criteria
for indemnification have not been satisfied, and (b) after a
determination that the facts then known to those making the
determination would not preclude indemnification under this
section.  The written undertaking required by clause (a) is an
unlimited general obligation of the person making it, but need
not be secured and shall be accepted without reference to
financial ability to make the repayment.

    Subdivision 4.  Prohibition or limit on indemnification or
advances.  The articles or bylaws either may prohibit
indemnification or advances of expense otherwise required by
this section or may impose conditions on indemnification or
advances of expenses in addition to the conditions contained in
subdivisions 2 and 3 including, without limitation, monetary
limits on indemnification or advances of expenses, if the
conditions apply equally to all persons or to all persons within
a given class.  A prohibition or limit on indemnification or
advances may not apply to or affect the right of a person to
indemnification or advances of expenses with respect to any acts
or omissions of the person occurring prior to the effective date
of a provision in the articles or the date of adoption of a
provision in the by-laws establishing the prohibition or limit
on indemnification or advances.

    Subdivision 5.  Reimbursement to witnesses.  This section
does not require, or limit the ability of, a corporation to
reimburse expenses, including attorneys' fees and disbursements,
incurred by a person in connection with an appearance as a
witness in a proceeding at a time when the person has not been
made or threatened to be made a party to a proceeding.

    Subdivision 6.  Determination of eligibility.  (a) All
determinations whether indemnification of a person is required
because the criteria set forth in subdivision 2 have been
satisfied and whether a person is entitled to payment or
reimbursement of expenses in advance of the final disposition of
a proceeding as provided in subdivision 3 shall be made:

    (1) By the board by a majority of a quorum, if the directors
who are at the time parties to the proceeding are not counted
for determining either a majority or the presence of a quorum;

    (2) If a quorum under clause (1) cannot be obtained, by a
majority of a committee of the board, consisting solely of two
or more directors not at the time parties to the proceeding,
duly designated to act in the matter by a majority of the full
board including directors who are parties;

    (3) If a determination is not made under clause (1) or (2),
by special legal counsel, selected either by a majority of the
board or a committee by vote pursuant to clause (1) or (2) or,
if the requisite quorum of the full board cannot be obtained and
the committee cannot be established, by a majority of the full
board including directors who are parties;

<PAGE>
<PAGE>

    (4) If a determination is not made under clauses (1) to (3),
by the shareholders, but the shares held by parties to the
proceeding must not be counted in determining the presence of a
quorum and are not considered to be present and entitled to vote
on the determination; or

    (5) If an adverse determination is made under clauses (1) to
(4) or under paragraph (b), or if no determination is made under
clauses (1) to (4) or under paragraph (b) within 60 days after
(i) the later to occur of the termination of a proceeding or a
written request for indemnification to the corporation or (ii) a
written request for an advance of expenses, as the case may be,
by a court in this state, which may be the same court in which
the proceeding involving the person's liability took place, upon
application of the person and any notice the court requires.
The person seeking indemnification or payment or reimbursement
of expenses pursuant to this clause has the burden of
establishing that the person is entitled to indemnification or
payment or reimbursement of expenses.

    (b)  With respect to a person who is not, and was not at the
time of the acts or omissions complained of in the proceedings,
a director, officer, or person possessing, directly or
indirectly, the power to direct or cause the direction of the
management or policies of the corporation, the determination
whether indemnification of this person is required because the
criteria set forth in subdivision 2 have been satisfied and
whether this person is entitled to payment or reimbursement
of expenses in advance of the final disposition of a proceeding
as provided in subdivision 3 may be made by an annually
appointed committee of the board, having at least one member who
is a director.  The committee shall report at least annually to
the board concerning its actions.

    Subdivision 7.  Insurance.  A corporation may purchase and
maintain insurance on behalf of a person in that person's
official capacity against any liability asserted against and
incurred by the person in or arising from that capacity, whether
or not the corporation would have been required to indemnify the
person against the liability under the provisions of this
section.

    Subdivision 8.  Disclosure.  A corporation that indemnifies
or advances expenses to a person in accordance with this section
in connection with a proceeding by or on behalf of the corpora-
tion shall report to the shareholders in writing the amount of
the indemnification or advance and to whom and on whose behalf
it was paid not later than the next meeting of shareholders.

    Subdivision 9.  Indemnification of other persons.  Nothing
in this section shall be construed to limit the power of the
corporation to indemnify other persons by contract or otherwise.

    Article XVII of the Company's Articles of Incorporation sets
forth circumstances under which directors, officers, employees
and agents may be insured or indemnified against liability which
they may incur in their capacities.


                          ARTICLE XVII

                        INDEMNIFICATION

    A.  Definitions.  "Official capacity" means
        -----------

    (i) with respect to a director, the position of director in
the Corporation,

    (ii) with respect to a person other than a director, the
elective or appointive office or position held by an officer,
member of a committee of the board, or the employment relation-
ship undertaken by an employee of the Corporation, and

    (iii) with respect to a director, officer, or employee of
the Corporation who, while a director, officer or employee of
the Corporation, is or was serving at the request of the
Corporation or whose duties in that position involve or involved
service as a director, officer, partner, trustee, employee, or
agent of another organization or employee benefit plan, the
position of that person as a director, officer, partner,
trustee, employee, or agent, as the case may be, of the other
organization or employee benefit plan.

<PAGE>
<PAGE>

    "Proceeding" means a threatened, pending or completed civil,
criminal, administrative, arbitration, or investigative
proceeding, including a proceeding by or in the right of the
Corporation.

    "Special legal counsel" means counsel who has not
represented the Corporation or a related organization or a
director, officer, member of a committee of the board, or
employee, whose indemnification is in issue.

    B.  Mandatory Indemnification.  The Corporation shall
        -------------------------   indemnify a person made or
threatened to be made a party to a proceeding by reason of the
former or present official capacity of the person against
judgment, penalties, fines including, without limitation, excise
taxes assessed against the person with respect to an employee
benefit plan, settlements, and reasonable expenses, including
attorneys' fees and disbursements, incurred by the person in
connection with the proceeding if, with respect to the acts or
omissions of the person complained of in the proceeding,
the person:

    (1) Has not been indemnified by another organization or
employee benefit plan for the same judgments, penalties, fines,
including, without limitation, excise taxes assessed against the
person with respect to an employee benefit plan, settlements,
and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the
proceeding with respect to the same acts or omissions;

    (2) Acted in good faith;

    (3) Received no improper personal benefit and, if
applicable, the provisions of Section 302A.255, or any successor
provision, of the Minnesota Business Corporation Act, have been
satisfied;

    (4) In the case of a criminal proceeding, had no reasonable
cause to believe the conduct was unlawful; and

    (5) In the case of acts or omissions occurring in the
official capacity described in paragraph A(i) or A(ii),
reasonably believed that the conduct was in the best interests
of the Corporation, or in the case of acts or omissions
occurring in the official capacity described in paragraph A(iii)
hereof, reasonably believed that the conduct was not opposed to
the best interests of the Corporation.  If the person's acts or
omissions complained of in the proceeding relate to conduct as a
director, officer, trustee, employee or agent of an employee
benefit plan, the conduct is not considered to be opposed to the
best interests of the Corporation if the person reasonably
believed that the conduct was in the best interests of the
participants or beneficiaries of the employee benefit plan.

    (b)  The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent does not, of itself, establish that the person did
not meet the criteria set forth in this paragraph B.

    C.  Advances.  Subject to the provisions of paragraph D
        --------   hereof, if a person is made or threatened to
be made a party to a proceeding, the person is entitled, upon
written request to the Corporation, to payment or reimbursement
by the Corporation of reasonable expenses, including attorneys'
fees and disbursements, incurred by the person in advance of the
final disposition of the proceeding, (i) upon receipt by the
Corporation of a written affirmation by the person of a good
faith belief that the criteria for indemnification set forth in
paragraph B hereof have been satisfied and a written undertaking
by the person to repay all amounts so paid or reimbursed by the
Corporation, if it is ultimately determined that such criteria
have not been satisfied, and (ii) after a determination that the
facts then known to those making the determination would not
preclude indemnification hereunder.  The written undertaking
required by this paragraph C is an unlimited general obligation
of the person making it, but need not be secured and shall be
accepted without reference to financial ability to make the
repayment.

    D.  Determination of Eligibility.  (1) All determinations of
        ----------------------------   whether indemnification
of a person is required because the criteria set forth in para-
graph B have been satisfied and of whether a person is entitled
to payment or reimbursement of expenses in advance of the final
disposition of a proceeding as provided in paragraph C shall be
made:
<PAGE>
<PAGE>

    (i)  By the board of directors by a majority of a quorum, if
the directors who are at the time parties to the proceeding are
not to be counted for determining either a majority or the
presence of a quorum;

    (ii)  If a quorum under paragraph D(1)(i) cannot be
obtained, by a majority of a committee of the board, consisting
solely of two or more directors not at the time parties to the
proceeding, duly designated to act in the matter by a majority
of the full board including directors who are parties;

    (iii)  If a determination is not made under D(1)(i) or
D(1)(ii), by special legal counsel,  selected either by a
majority of the board or a committee by vote pursuant to D(1)(i)
or D(1)(ii), or, if the requisite quorum of the full board
cannot be obtained and the committee cannot be established, by a
majority of the full board including directors who are parties;

    (iv)  If a determination is not made under D(1)(i), D(1)(ii)
or D(1)(iii), by the shareholders, but the shares held by
parties to the proceeding must not be counted in determining the
presence of a quorum and are not considered to be present and
entitled to vote on the determination; or

    (v)  If an adverse determination or no determination is made
under D(1)(i), D(1)(ii), D(1)(iii) or D(1)(iv) or under D(2)
hereof within 60 days after (i) the later to occur of the
termination of a proceeding or a written request for
indemnification to the Corporation or (ii) a written request
for an advance of expenses, as the case may be, by a court in
the State of Minnesota, which may be the same court in which the
proceeding involving the person's liability took place, upon
application of the person and any notice the court requires.
The person seeking indemnification or reimbursement of expenses
pursuant to this D(1)(v) has the burden of establishing that the
person is entitled to indemnification or payment or reimburse-
ment of expenses.

    (2)  With respect to a person who is not, and was not at the
time of the acts or omissions complained of in the proceedings,
a director, officer, or person possessing, directly or indirect-
ly, the power to direct or cause the direction of the management
or policies of the Corporation, the determination of whether
indemnification of this person is required because the criteria
set forth in paragraph B have been satisfied and whether this
person is entitled to payment or reimbursement of expenses in
advance of the final disposition of a proceeding as provided in
paragraph C may be made by an annually appointed committee of
the board, having at least one member who is a director.  The
committee shall report at least annually to the board concerning
its actions.

    E.  Nonexclusive.  The indemnification and advance payment
        ------------   of expenses provided in this Article XVII
shall not be exclusive of any other rights to which a person may
be entitled by law, bylaw, agreement, vote of shareholders or
disinterested directors, or otherwise.

    F.  Continuation.  The indemnification provided by this
        ------------   Article XVII shall be deemed to be a
contract between the Corporation and the persons entitled to
indemnification hereunder, and any repeal or modification of
this Article XVII shall not affect any rights or obligations
then existing with respect to any state of facts then or
theretofore existing or any action, suit or proceeding
theretofore or thereafter brought based in whole or in part upon
any such state of facts.  The indemnification and advance
payment provided hereunder shall continue as to a person who has
ceased to hold a position named in paragraph A and shall inure
to his heirs, executors and administrators.

    G.  Insurance.  The Corporation may purchase and maintain
        ---------   insurance on behalf of any person in that
person's official capacity against any liability asserted
against and incurred by the person in or arising from that
capacity, whether or not the Corporation would have been
required to indemnify the person against the liability
hereunder.

    H.  Savings Clause.  If this Article XVII or any portion
        --------------   hereof shall be invalidated on any
ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director, officer,
employee, and agent of the Corporation as to costs, charges, and
expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement with respect to any action, suit, or
proceeding, whether civil, criminal, administrative, or
investigative, including an action by or in the right of the
Corporation, to the full extent permitted by any applicable
portion of this Article XVII that shall not have been
invalidated and to the full extent permitted by applicable law.

<PAGE>
<PAGE>

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------

    Not applicable.

ITEM 8.  EXHIBITS
------

    The exhibits scheduled to be filed as part of this
registration statement are as follows:

    5.1    Opinion of Housley Kantarian & Bronstein, P.C.
           as to the legality of the Common Stock being
           registered

    23.1   Consent of Independent Auditors

    23.2   Consent of Housley Kantarian & Bronstein, P.C.
           (appears in their opinion filed as Exhibit 5.1)

    24.1   Power of Attorney (contained in the signature page to
           this Registration Statement)

    99.1   First Federal Bancorporation 1998 Stock Option Plan

    99.2   Form of Stock Option Agreements entered into with
           Optionees with respect to Incentive Stock Options and
           Non-Incentive Stock Options granted under the Stock
           Option Plan

    99.3   1999 Amendment to First Federal Bancorporation 1998
           Stock Option Plan

    99.4   Disclosure in S-8 Regarding 3-for-2 stock split

ITEM 9.  UNDERTAKINGS
------

    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 registra-
    tion 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
    which, individually or together, represent a fundamental
    change in the information set forth in the registration
    statement.  Notwithstanding the foregoing, any increase or
    decrease in volume of securities offered (if the total
    dollar value of securities offered would not exceed that
    which was registered) and any deviation from the low or high
    end of the estimated maximum offering range may be reflected
    in the form of prospectus filed with the SEC 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 additional or changed material
    information on to the plan of distribution; provided,
    however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
    apply if the registration statement is on Form S-3 or S-8,
    and the information required to be included in a post-
    effective amendment is incorporated by reference from the
    periodic reports filed by the small business issuer under
    the Securities Exchange Act of 1934.

    (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 file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end
of the offering.
<PAGE>
<PAGE>

    (4)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

    (5)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the small business issuer
pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the
Securities and 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 small business issuer 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 small
business issuer will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
<PAGE>
<PAGE>

                           SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned thereunto duly authorized, in
the City of Bemidji, State of Minnesota, on this 1st day of
June, 1999.

                            FIRST FEDERAL BANCORPATION


                            By: /s/ William R. Belford
                                --------------------------------
                                William R. Belford, President
                                 and Chief Executive Officer
                                (Duly Authorized Representative)


                        POWER OF ATTORNEY

    We, the undersigned Directors of First Federal Bancorpora-
tion, hereby severally constitute and appoint William R. Belford
with full power of substitution, our true and lawful attorney
and agent, to do any and all things in our names in the capaci-
ties indicated below which said William R. Belford may deem
necessary or advisable to enable First Federal Bancorporation 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 of
First Federal Bancorporation common stock, including specifi-
cally, but not limited to, power and authority to sign for 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 William R. Belford shall do or cause to be done by virtue
thereof.

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

<TABLE>
<CAPTION>
Signatures                                     Title                             Date
----------                                     -----                             ----
   <S>                                          <C>                               <C>
/s/ William R. Belford        President, Chief Executive Officer             June 1, 1999
-------------------------     and Director (Principal Executive Officer)
William R. Belford

/s/ Dennis M. Vorgert         Vice President and Treasurer                   June 1, 1999
-------------------------     (Principal Financial and
Dennis M. Vorgert             Accounting Officer)

/s/ Ralph T. Smith            Chairman of the Board                          June 1, 1999
-------------------------
Ralph T. Smith

/s/ Martin R. Sathre          Vice Chairman of the Board                     June 1, 1999
-------------------------
Martin R. Sathre

/s/ Walter R. Fankhanel       Director                                       June 1, 1999
-------------------------
Walter R. Fankhanel

/s/ James R. Sharp            Director                                       June 1, 1999
-------------------------
James R. Sharp

/s/ Dean J. Thompson          Director                                       June 1, 1999
-------------------------
Dean J. Thompson
</TABLE>
<PAGE>
                        INDEX TO EXHIBITS


 Exhibit       Description
 -------       ------------
  5.1          Opinion of Housley Kantarian & Bronstein, P.C. as
               to the legality of the Common Stock being
               registered

 23.1          Consent of Independent Auditors

 23.2          Consent of Housley Kantarian & Bronstein, P.C.
               (appears in their opinion filed as Exhibit 5.1)

 24.1          Power of Attorney (contained in the signature
               page to this Registration Statement)

 99.1          First Federal Bancorporation 1998 Stock Option
               Plan

 99.2          Form of Stock Option Agreements entered into with
               Optionees with respect to Incentive Stock Options
               and regarding Non-Incentive Stock Options granted
               under the Stock Option Plan

 99.3          1999 Amendment to First Federal Bancorporation
               1998 Stock Option Plan

 99.4          Disclosure in S-8 Regarding 3-for-2 stock split
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 37302}]
{"company-data": {"conformed-name": "FIRST FEDERAL BANCORPORATION /MN/", "cik": "0000933461", "assigned-sic": "6035", "irs-number": "411796238", "state-of-incorporation": "MN", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79803", "film-number": "99639299"}, "business-address": {"street1": "214 5TH ST", "city": "BEMIDJI", "state": "MN", "zip": "56601", "phone": "2187515120"}, "mail-address": {"street1": "214 5TH ST", "city": "BEMIDJI", "state": "MN", "zip": "56601"}}
As filed with the Securities and Exchange Commission on
                        June 2, 1999
                                    Registration No.333-________
________________________________________________________________

                 SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549
               _______________________________________
                              FORM S-8
                    REGISTRATION STATEMENT UNDER
                      THE SECURITIES ACT OF 1933
               _______________________________________

                   FIRST FEDERAL BANCORPORATION
             _______________________________________
      (Exact Name of Registrant as Specified in Its Charter)

             Minnesota                          41-1796238
   ------------------------------          -------------------
   (State or other jurisdiction of         (I.R.S. Employer
   Incorporation or organization)          Identification No.)

                          214 5th Street
                     Bemidji, Minnesota 55601
                          (218) 751-5120
           ---------------------------------------------
             (Address of Principal Executive Office)

       First Federal Bancorporation 1998 Stock Option Plan
     -------------------------------------------------------
                     (Full Title of the Plan)

                    Gary R. Bronstein, Esquire
                     Daniel L. Hogans, Esquire
                Housley Kantarian and Bronstein, P.C.
                  1220 19th Street, N.W., Suite 700
                     Washington, D.C.  20036
           -------------------------------------------
             (Name and Address of Agent for Service)

                        (202) 822-9611
 -------------------------------------------------------------
 (Telephone Number, Including Area Code, of Agent For Service)

                CALCULATION OF REGISTRATION FEE
===================================================================================
    Title Of           Proposed Maximum     Proposed Maximum          Amount Of
Securities To Be         Amount To Be        Offering Price      Aggregate Offering       Registration
  Registered              Registered           Per Share               Price                  Fee
----------------------------------------------------------------------------------
Common Stock,
   $.01 par value         150,000 (1)             (2)                 1,287,500 (2)           357.93
     per share
(1) Maximum number of shares issuable under the First Federal
Bancorporation 1998 Stock Option Plan (150,000 shares), as such
amounts may be increased in accordance with said plan in the
event of a merger, consolidation, recapitalization, stock
dividend, stock split or similar event involving the Registrant.
(2) Under Rule 457(h) the registration fee may be calculated,
inter alia, based upon the price at which the options may be
exercised.  150,000 shares are being registered hereby, of
which 150,000 are under option at a weighted average exercise
price of $8.583 per share ($1,287,500 in the aggregate).
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
AUTOMATICALLY UPON THE DATE OF FILING, IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933.
PART I

     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*
------
Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
------   INFORMATION*

    *This Registration Statement relates to the registration of
150,000 shares of Common Stock, $.01 par value per share, of
First Federal Bancorporation (the "Company") reserved for
issuance and delivery under the First Federal Bancorporation
1998 Stock Option Plan.  Documents containing the information
required by Part I of this Registration Statement will be sent
or given to participants in the Stock Option Plan as specified
by Rule 428(b)(1).  Such documents are not filed with the
Securities and Exchange Commission either as part of this
Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424, in reliance on Rule 428.

                          PART II

     INFORMATION REQUIRED IN THE 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 and, accordingly, files
periodic reports and other information with the SEC.  Reports,
proxy statements and other information concerning the Company
filed with the SEC may be inspected and copies may be obtained
(at prescribed rates) at the SEC's Public Reference Section,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549.  SEC
also maintains a Web site that contains reports, proxy and
information statements and other information regarding
registrants that file electronically with the SEC, including the
Company.  The address for the SEC's Web site is
"http://www.sec.gov".

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

        (a)  The Company's Annual Report on Form 10-KSB for the
fiscal year ended September 30, 1998 (Commission File No.
0-25704);

        (b)  The Company's Quarterly Report on Form 10-QSB for
the quarter ended December 31, 1998 (Commission File No.
0-25704);

        (c)  The Company's Quarterly Report on Form 10-QSB for
the quarter ended March 31, 1999 (Commission File No. 0-25704);

        (d)   The description of the Company's securities
obtained in this Company's Registration Statement on Form 8-A as
declared effective by SEC on March 15, 1995.

    ALL DOCUMENTS FILED BY THE COMPANY AND THE STOCK OPTION PLAN
PURSUANT TO SECTIONS 13(a), 13(c), 14, AND 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AFTER THE DATE
HEREOF AND PRIOR TO THE FILING OF A POST-EFFECTIVE AMENDMENT
WHICH INDICATES THAT ALL SECURITIES OFFERED HAVE BEEN SOLD OR
WHICH DEREGISTERS ALL SECURITIES THEN REMAINING UNSOLD SHALL BE
DEEMED TO BE INCORPORATED BY REFERENCE IN THIS REGISTRATION
STATEMENT AND TO BE A PART HEREOF FROM THE DATE OF FILING OF
SUCH DOCUMENTS.

ITEM 4.  DESCRIPTION OF SECURITIES
------
    Not applicable, as the common stock is registered under
Section 12 of the Securities and Exchange Act of 1934.
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
------
    Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE
------   COMPANY

INDEMNIFICATION OF OFFICERS AND DIRECTORS OF THE COMPANY

    Section 302A.521 of the Minnesota Business Corporation Act
sets forth circumstances under which directors, officers,
employees and agents may be insured or indemnified against
liability which they may incur in their capacities.

    302A.521  INDEMNIFICATION. -- Subdivision 1.  Definitions.
(a) For purposes of this section, the terms defined in this
subdivision have the meanings given them.

    (b) "Corporation" includes a domestic or foreign corporation
that was the predecessor of the corporation referred to in this
section in a merger or other transaction in which the
predecessor's existence ceased upon consummation of the
transaction.

    (c) "Official capacity" means (1) with respect to a
director, the position of director in a corporation, (2) with
respect to a person other than a director, the elective or
appointive office or position held by an officer, member of a
committee of the board, or the employment relationship
undertaken by an employee of the corporation, and (3) with
respect to a director, officer, or employee of the corporation
who, while a director, officer, or employee of the corporation,
is or was serving at the request of the corporation or whose
duties in that position involve or involved service as a
director, officer, partner, trustee, employee or agent of
another organization or employee benefit plan, the position of
that person as a director, officer, partner, trustee, employee,
or agent, as the case may be, of the other organization or
employee benefit plan.

    (d) "Proceeding" means a threatened, pending, or completed
civil, criminal, administrative, arbitration, or investigative
proceeding, including a proceeding by or in the right of the
corporation.

    (e) "Special legal counsel" means counsel who has not
represented the corporation or a related organization, or a
director, officer, member of a committee of the board, or
employee, whose indemnification is in issue.

    Subdivision 2.  Indemnification mandatory; standard.  (a)
Subject to the provisions of subdivision 4, a corporation shall
indemnify a person made or threatened to be made a party to
a proceeding by reason of the former or present official
capacity of the person against judgments, penalties, fines,
including, without limitation, excise taxes assessed against the
person with respect to an employee benefit plan, settlements,
and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the
proceeding, if, with respect to the acts or omissions of the
person complained of in the proceeding, the person:

    (1) Has not been indemnified by another organization or
employee benefit plan for the same judgments, penalties, fines,
including without limitation, excise taxes assessed against the
person with respect to an employee benefit plan, settlements,
and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the
proceeding with respect to the same acts or omissions;

    (2) Acted in good faith;

    (3) Received no improper personal benefit and section
302A.255, if applicable, has been satisfied;

    (4) In the case of a criminal proceeding, had no reasonable
cause to believe the conduct was unlawful; and
(5) In the case of acts or omissions occurring in the
official capacity described in subdivision 1, paragraph (c),
clause (1) or (2), reasonably believed that the conduct was in
the best interests of the corporation, or in the case of acts or
omissions occurring in the official capacity described in
subdivision 1, paragraph (c), clause (3), reasonably believed
that the conduct was not opposed to the best interests of the
corporation.  If the person's acts or omissions complained of in
the proceeding relate to conduct as a director, officer,
trustee, employee, or agent of an employee benefit plan, the
conduct is not considered to be opposed to the best interests of
the corporation if the person reasonably believed that the
conduct was in the best interests of the participants or
beneficiaries of the employee benefit plan.

    (b) The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent does not, of itself, establish that the person did
not meet the criteria set forth in this subdivision.

    Subdivision 3.  Advances.  Subject to the provisions of
subdivision 4, if a person is made or threatened to be made a
party to a proceeding, the person is entitled, upon written
request to the corporation, to payment or reimbursement by the
corporation of reasonable expenses, including attorneys' fees
and disbursements, incurred by the person in advance of the
final disposition of the proceeding, (a) upon receipt by the
corporation of a written affirmation by the person of a good
faith belief that the criteria for indemnification set forth in
subdivision 2 have been satisfied and a written undertaking by
the person to pay all amounts so paid or reimbursed by the
corporation, if it is ultimately determined that the criteria
for indemnification have not been satisfied, and (b) after a
determination that the facts then known to those making the
determination would not preclude indemnification under this
section.  The written undertaking required by clause (a) is an
unlimited general obligation of the person making it, but need
not be secured and shall be accepted without reference to
financial ability to make the repayment.

    Subdivision 4.  Prohibition or limit on indemnification or
advances.  The articles or bylaws either may prohibit
indemnification or advances of expense otherwise required by
this section or may impose conditions on indemnification or
advances of expenses in addition to the conditions contained in
subdivisions 2 and 3 including, without limitation, monetary
limits on indemnification or advances of expenses, if the
conditions apply equally to all persons or to all persons within
a given class.  A prohibition or limit on indemnification or
advances may not apply to or affect the right of a person to
indemnification or advances of expenses with respect to any acts
or omissions of the person occurring prior to the effective date
of a provision in the articles or the date of adoption of a
provision in the by-laws establishing the prohibition or limit
on indemnification or advances.

    Subdivision 5.  Reimbursement to witnesses.  This section
does not require, or limit the ability of, a corporation to
reimburse expenses, including attorneys' fees and disbursements,
incurred by a person in connection with an appearance as a
witness in a proceeding at a time when the person has not been
made or threatened to be made a party to a proceeding.

    Subdivision 6.  Determination of eligibility.  (a) All
determinations whether indemnification of a person is required
because the criteria set forth in subdivision 2 have been
satisfied and whether a person is entitled to payment or
reimbursement of expenses in advance of the final disposition of
a proceeding as provided in subdivision 3 shall be made:

    (1) By the board by a majority of a quorum, if the directors
who are at the time parties to the proceeding are not counted
for determining either a majority or the presence of a quorum;

    (2) If a quorum under clause (1) cannot be obtained, by a
majority of a committee of the board, consisting solely of two
or more directors not at the time parties to the proceeding,
duly designated to act in the matter by a majority of the full
board including directors who are parties;

    (3) If a determination is not made under clause (1) or (2),
by special legal counsel, selected either by a majority of the
board or a committee by vote pursuant to clause (1) or (2) or,
if the requisite quorum of the full board cannot be obtained and
the committee cannot be established, by a majority of the full
board including directors who are parties;
(4) If a determination is not made under clauses (1) to (3),
by the shareholders, but the shares held by parties to the
proceeding must not be counted in determining the presence of a
quorum and are not considered to be present and entitled to vote
on the determination; or

    (5) If an adverse determination is made under clauses (1) to
(4) or under paragraph (b), or if no determination is made under
clauses (1) to (4) or under paragraph (b) within 60 days after
(i) the later to occur of the termination of a proceeding or a
written request for indemnification to the corporation or (ii) a
written request for an advance of expenses, as the case may be,
by a court in this state, which may be the same court in which
the proceeding involving the person's liability took place, upon
application of the person and any notice the court requires.
The person seeking indemnification or payment or reimbursement
of expenses pursuant to this clause has the burden of
establishing that the person is entitled to indemnification or
payment or reimbursement of expenses.

    (b)  With respect to a person who is not, and was not at the
time of the acts or omissions complained of in the proceedings,
a director, officer, or person possessing, directly or
indirectly, the power to direct or cause the direction of the
management or policies of the corporation, the determination
whether indemnification of this person is required because the
criteria set forth in subdivision 2 have been satisfied and
whether this person is entitled to payment or reimbursement
of expenses in advance of the final disposition of a proceeding
as provided in subdivision 3 may be made by an annually
appointed committee of the board, having at least one member who
is a director.  The committee shall report at least annually to
the board concerning its actions.

    Subdivision 7.  Insurance.  A corporation may purchase and
maintain insurance on behalf of a person in that person's
official capacity against any liability asserted against and
incurred by the person in or arising from that capacity, whether
or not the corporation would have been required to indemnify the
person against the liability under the provisions of this
section.

    Subdivision 8.  Disclosure.  A corporation that indemnifies
or advances expenses to a person in accordance with this section
in connection with a proceeding by or on behalf of the corpora-
tion shall report to the shareholders in writing the amount of
the indemnification or advance and to whom and on whose behalf
it was paid not later than the next meeting of shareholders.

    Subdivision 9.  Indemnification of other persons.  Nothing
in this section shall be construed to limit the power of the
corporation to indemnify other persons by contract or otherwise.

    Article XVII of the Company's Articles of Incorporation sets
forth circumstances under which directors, officers, employees
and agents may be insured or indemnified against liability which
they may incur in their capacities.

                          ARTICLE XVII

                        INDEMNIFICATION

    A.  Definitions.  "Official capacity" means
        -----------

    (i) with respect to a director, the position of director in
the Corporation,

    (ii) with respect to a person other than a director, the
elective or appointive office or position held by an officer,
member of a committee of the board, or the employment relation-
ship undertaken by an employee of the Corporation, and

    (iii) with respect to a director, officer, or employee of
the Corporation who, while a director, officer or employee of
the Corporation, is or was serving at the request of the
Corporation or whose duties in that position involve or involved
service as a director, officer, partner, trustee, employee, or
agent of another organization or employee benefit plan, the
position of that person as a director, officer, partner,
trustee, employee, or agent, as the case may be, of the other
organization or employee benefit plan.
"Proceeding" means a threatened, pending or completed civil,
criminal, administrative, arbitration, or investigative
proceeding, including a proceeding by or in the right of the
Corporation.

    "Special legal counsel" means counsel who has not
represented the Corporation or a related organization or a
director, officer, member of a committee of the board, or
employee, whose indemnification is in issue.

    B.  Mandatory Indemnification.  The Corporation shall
        -------------------------   indemnify a person made or
threatened to be made a party to a proceeding by reason of the
former or present official capacity of the person against
judgment, penalties, fines including, without limitation, excise
taxes assessed against the person with respect to an employee
benefit plan, settlements, and reasonable expenses, including
attorneys' fees and disbursements, incurred by the person in
connection with the proceeding if, with respect to the acts or
omissions of the person complained of in the proceeding,
the person:

    (1) Has not been indemnified by another organization or
employee benefit plan for the same judgments, penalties, fines,
including, without limitation, excise taxes assessed against the
person with respect to an employee benefit plan, settlements,
and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the
proceeding with respect to the same acts or omissions;

    (2) Acted in good faith;

    (3) Received no improper personal benefit and, if
applicable, the provisions of Section 302A.255, or any successor
provision, of the Minnesota Business Corporation Act, have been
satisfied;

    (4) In the case of a criminal proceeding, had no reasonable
cause to believe the conduct was unlawful; and

    (5) In the case of acts or omissions occurring in the
official capacity described in paragraph A(i) or A(ii),
reasonably believed that the conduct was in the best interests
of the Corporation, or in the case of acts or omissions
occurring in the official capacity described in paragraph A(iii)
hereof, reasonably believed that the conduct was not opposed to
the best interests of the Corporation.  If the person's acts or
omissions complained of in the proceeding relate to conduct as a
director, officer, trustee, employee or agent of an employee
benefit plan, the conduct is not considered to be opposed to the
best interests of the Corporation if the person reasonably
believed that the conduct was in the best interests of the
participants or beneficiaries of the employee benefit plan.

    (b)  The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent does not, of itself, establish that the person did
not meet the criteria set forth in this paragraph B.

    C.  Advances.  Subject to the provisions of paragraph D
        --------   hereof, if a person is made or threatened to
be made a party to a proceeding, the person is entitled, upon
written request to the Corporation, to payment or reimbursement
by the Corporation of reasonable expenses, including attorneys'
fees and disbursements, incurred by the person in advance of the
final disposition of the proceeding, (i) upon receipt by the
Corporation of a written affirmation by the person of a good
faith belief that the criteria for indemnification set forth in
paragraph B hereof have been satisfied and a written undertaking
by the person to repay all amounts so paid or reimbursed by the
Corporation, if it is ultimately determined that such criteria
have not been satisfied, and (ii) after a determination that the
facts then known to those making the determination would not
preclude indemnification hereunder.  The written undertaking
required by this paragraph C is an unlimited general obligation
of the person making it, but need not be secured and shall be
accepted without reference to financial ability to make the
repayment.

    D.  Determination of Eligibility.  (1) All determinations of
        ----------------------------   whether indemnification
of a person is required because the criteria set forth in para-
graph B have been satisfied and of whether a person is entitled
to payment or reimbursement of expenses in advance of the final
disposition of a proceeding as provided in paragraph C shall be
made:
(i)  By the board of directors by a majority of a quorum, if
the directors who are at the time parties to the proceeding are
not to be counted for determining either a majority or the
presence of a quorum;

    (ii)  If a quorum under paragraph D(1)(i) cannot be
obtained, by a majority of a committee of the board, consisting
solely of two or more directors not at the time parties to the
proceeding, duly designated to act in the matter by a majority
of the full board including directors who are parties;

    (iii)  If a determination is not made under D(1)(i) or
D(1)(ii), by special legal counsel,  selected either by a
majority of the board or a committee by vote pursuant to D(1)(i)
or D(1)(ii), or, if the requisite quorum of the full board
cannot be obtained and the committee cannot be established, by a
majority of the full board including directors who are parties;

    (iv)  If a determination is not made under D(1)(i), D(1)(ii)
or D(1)(iii), by the shareholders, but the shares held by
parties to the proceeding must not be counted in determining the
presence of a quorum and are not considered to be present and
entitled to vote on the determination; or

    (v)  If an adverse determination or no determination is made
under D(1)(i), D(1)(ii), D(1)(iii) or D(1)(iv) or under D(2)
hereof within 60 days after (i) the later to occur of the
termination of a proceeding or a written request for
indemnification to the Corporation or (ii) a written request
for an advance of expenses, as the case may be, by a court in
the State of Minnesota, which may be the same court in which the
proceeding involving the person's liability took place, upon
application of the person and any notice the court requires.
The person seeking indemnification or reimbursement of expenses
pursuant to this D(1)(v) has the burden of establishing that the
person is entitled to indemnification or payment or reimburse-
ment of expenses.

    (2)  With respect to a person who is not, and was not at the
time of the acts or omissions complained of in the proceedings,
a director, officer, or person possessing, directly or indirect-
ly, the power to direct or cause the direction of the management
or policies of the Corporation, the determination of whether
indemnification of this person is required because the criteria
set forth in paragraph B have been satisfied and whether this
person is entitled to payment or reimbursement of expenses in
advance of the final disposition of a proceeding as provided in
paragraph C may be made by an annually appointed committee of
the board, having at least one member who is a director.  The
committee shall report at least annually to the board concerning
its actions.

    E.  Nonexclusive.  The indemnification and advance payment
        ------------   of expenses provided in this Article XVII
shall not be exclusive of any other rights to which a person may
be entitled by law, bylaw, agreement, vote of shareholders or
disinterested directors, or otherwise.

    F.  Continuation.  The indemnification provided by this
        ------------   Article XVII shall be deemed to be a
contract between the Corporation and the persons entitled to
indemnification hereunder, and any repeal or modification of
this Article XVII shall not affect any rights or obligations
then existing with respect to any state of facts then or
theretofore existing or any action, suit or proceeding
theretofore or thereafter brought based in whole or in part upon
any such state of facts.  The indemnification and advance
payment provided hereunder shall continue as to a person who has
ceased to hold a position named in paragraph A and shall inure
to his heirs, executors and administrators.

    G.  Insurance.  The Corporation may purchase and maintain
        ---------   insurance on behalf of any person in that
person's official capacity against any liability asserted
against and incurred by the person in or arising from that
capacity, whether or not the Corporation would have been
required to indemnify the person against the liability
hereunder.

    H.  Savings Clause.  If this Article XVII or any portion
        --------------   hereof shall be invalidated on any
ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director, officer,
employee, and agent of the Corporation as to costs, charges, and
expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement with respect to any action, suit, or
proceeding, whether civil, criminal, administrative, or
investigative, including an action by or in the right of the
Corporation, to the full extent permitted by any applicable
portion of this Article XVII that shall not have been
invalidated and to the full extent permitted by applicable law.
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------

    Not applicable.

ITEM 8.  EXHIBITS
------

    The exhibits scheduled to be filed as part of this
registration statement are as follows:

    5.1    Opinion of Housley Kantarian & Bronstein, P.C.
           as to the legality of the Common Stock being
           registered

    23.1   Consent of Independent Auditors

    23.2   Consent of Housley Kantarian & Bronstein, P.C.
           (appears in their opinion filed as Exhibit 5.1)

    24.1   Power of Attorney (contained in the signature page to
           this Registration Statement)

    99.1   First Federal Bancorporation 1998 Stock Option Plan

    99.2   Form of Stock Option Agreements entered into with
           Optionees with respect to Incentive Stock Options and
           Non-Incentive Stock Options granted under the Stock
           Option Plan

    99.3   1999 Amendment to First Federal Bancorporation 1998
           Stock Option Plan

    99.4   Disclosure in S-8 Regarding 3-for-2 stock split

ITEM 9.  UNDERTAKINGS
------

    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 registra-
    tion 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
    which, individually or together, represent a fundamental
    change in the information set forth in the registration
    statement.  Notwithstanding the foregoing, any increase or
    decrease in volume of securities offered (if the total
    dollar value of securities offered would not exceed that
    which was registered) and any deviation from the low or high
    end of the estimated maximum offering range may be reflected
    in the form of prospectus filed with the SEC 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 additional or changed material
    information on to the plan of distribution; provided,
    however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
    apply if the registration statement is on Form S-3 or S-8,
    and the information required to be included in a post-
    effective amendment is incorporated by reference from the
    periodic reports filed by the small business issuer under
    the Securities Exchange Act of 1934.

    (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 file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end
of the offering.
(4)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

    (5)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the small business issuer
pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the
Securities and 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 small business issuer 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 small
business issuer will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned thereunto duly authorized, in
the City of Bemidji, State of Minnesota, on this 1st day of
June, 1999.

                            FIRST FEDERAL BANCORPATION

                            By: /s/ William R. Belford
                                --------------------------------
                                William R. Belford, President
                                 and Chief Executive Officer
                                (Duly Authorized Representative)

                        POWER OF ATTORNEY

    We, the undersigned Directors of First Federal Bancorpora-
tion, hereby severally constitute and appoint William R. Belford
with full power of substitution, our true and lawful attorney
and agent, to do any and all things in our names in the capaci-
ties indicated below which said William R. Belford may deem
necessary or advisable to enable First Federal Bancorporation 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 of
First Federal Bancorporation common stock, including specifi-
cally, but not limited to, power and authority to sign for 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 William R. Belford shall do or cause to be done by virtue
thereof.

    Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signatures                                     Title                             Date
----------                                     -----                             ----
/s/ William R. Belford        President, Chief Executive Officer             June 1, 1999
-------------------------     and Director (Principal Executive Officer)
William R. Belford

/s/ Dennis M. Vorgert         Vice President and Treasurer                   June 1, 1999
-------------------------     (Principal Financial and
Dennis M. Vorgert             Accounting Officer)

/s/ Ralph T. Smith            Chairman of the Board                          June 1, 1999
-------------------------
Ralph T. Smith

/s/ Martin R. Sathre          Vice Chairman of the Board                     June 1, 1999
-------------------------
Martin R. Sathre

/s/ Walter R. Fankhanel       Director                                       June 1, 1999
-------------------------
Walter R. Fankhanel

/s/ James R. Sharp            Director                                       June 1, 1999
-------------------------
James R. Sharp

/s/ Dean J. Thompson          Director                                       June 1, 1999
-------------------------
Dean J. Thompson
INDEX TO EXHIBITS

 Exhibit       Description
 -------       ------------
  5.1          Opinion of Housley Kantarian & Bronstein, P.C. as
               to the legality of the Common Stock being
               registered

 23.1          Consent of Independent Auditors

 23.2          Consent of Housley Kantarian & Bronstein, P.C.
               (appears in their opinion filed as Exhibit 5.1)

 24.1          Power of Attorney (contained in the signature
               page to this Registration Statement)

 99.1          First Federal Bancorporation 1998 Stock Option
               Plan

 99.2          Form of Stock Option Agreements entered into with
               Optionees with respect to Incentive Stock Options
               and regarding Non-Incentive Stock Options granted
               under the Stock Option Plan

 99.3          1999 Amendment to First Federal Bancorporation
               1998 Stock Option Plan

 99.4          Disclosure in S-8 Regarding 3-for-2 stock split