<PAGE>
<PAGE>
     As filed with the Securities and Exchange Commission on
August 11, 1998
                                      Registration No. 333-_____
----------------------------------------------------------------
                                                                 
                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
             _______________________________________
                             FORM S-8
                   REGISTRATION STATEMENT UNDER
                    THE SECURITIES ACT OF 1933
             _______________________________________

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

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

                      1630 Fourth Avenue, North
                    Bessemer, Alabama  35020-5711
                            (205) 428-8472
               ----------------------------------------
               (Address of Principal Executive Offices)

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

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

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

                              Copies to:
                       J. Mark Poerio, Esquire
                 Housley Kantarian & Bronstein, P.C.
                  1220 19th Street, N.W., Suite 700
                        Washington, D.C. 20036
                            (202) 822-9611
                                 
                   CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================
   Title of                         Proposed Maximum       Proposed Maximum         Amount of
 of Securities      Amount to be      Offering Price       Aggregate Offering      Registration
to be registered     Registered         Per Share                Price                 Fee
------------------------------------------------------------------------------------------------- 
<S>                 <C>              <C>                   <C>                     <C>
 Common Stock,
$.01 par value       24,000 (1)            (2)                    (2)                $83.30
=============================================================================
</TABLE>
(1) Maximum number of additional shares issuable under the 1998 Amendment to the
    FirstFed Bancorp, Inc. 1995 Stock Option and Incentive Plan, adjusted to 
    reflect a 2-for-1 stock split declared on August 10, 1998, as such amount
    may be increased in accordance with said plan in the event of a merger, 
    consolidation, recapitalization or similar event involving the Registrant.
(2) Under Rule 457(h) the registration fee has been calculated as the sum of
    (i) $207,000 for 18,000 shares that have been offered through awards of
    restricted stock valued at $11.50 per share on the date of award, and
    (ii) $75,360 for 6,000 shares whose offering  price is not known and
    therefore which have been valued at $12.56 per share in accordance with
    Rule 457(c) on the basis of the average of the high and low selling
    prices of the  common stock of the Registrant as reported on the Nasdaq
    Small Cap Market on August 4, 1998.  Therefore, the total amount of the
    offering being registered is $282,360.

     This new registration statement on Form S-8 registers
24,000 additional shares of common stock of the registrant as a
supplement to the registrant's existing registration statement
on Form S-8, Commission File No. 333-09065, which registered
120,000 shares of such stock, as adjusted to reflect 2-for-1
stock splits declared on April 16, 1997 and on August 10, 1998. 
In accordance with General Instruction E to Form S-8, this
registration statement incorporates by reference the contents of
that registration statement. <PAGE>
<PAGE>
                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Bessemer, State of
Alabama, on August 10, 1998.

                                FIRSTFED BANCORP, INC.

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

                        POWER OF ATTORNEY

    We, the undersigned Directors of FirstFed Bancorp, Inc.
hereby severally constitute and appoint B. K. Goodwin, III, with
full power of substitution, our true and lawful attorney and
agent, to do any and all things in our names in the capacities
indicated below which said B. K. Goodwin may deem necessary or
advisable to enable FirstFed 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 of FirstFed Bancorp common
stock, including specifically, 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 B. K. Goodwin, III 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>
By:/s/ B. K. Goodwin, III    President, Chief
   ----------------------    Executive Officer, and
   B.K. Goodwin, III         Chairman of the Board     August 10, 1998

By:/s/ Lynn J. Joyce         Vice President,
   ----------------------    Secretary and Treasurer   August 10, 1998
   Lynn J. Joyce

By:/s/ Fred T. Blair         Director                  August 10, 1998
   ----------------------    
   Fred T. Blair

By:/s/ A. W. Kuhn            Director                  August 10, 1998
   ----------------------    
   A. W. Kuhn

By:/s/ James B. Koikos       Director                  August 10, 1998
   ----------------------    
   James B. Koikos

By:/s/ Malcolm E. Lewis     Director                   August 10, 1998
   ----------------------    
   Malcolm E. Lewis

By:/s/ E. H. Moore, Jr.     Director                   August 10, 1998
   ----------------------    
   E. H. Moore, Jr.

By:/s/ James E. Mulkin      Director                   August 10, 1998
   ----------------------    
   James E. Mulkin
<PAGE>
By:/s/ Robert E. Paden      Director                   August 10, 1998
   ----------------------    
   Robert E. Paden

By:/s/ Larry Russell        Director                   August 10, 1998
   ----------------------    
   G. Larry Russell
/TABLE
<PAGE>
<PAGE>
                        INDEX TO EXHIBITS

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

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

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

23.2      Consent of Arthur Andersen LLP

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

99.2      Form of Stock Option Agreement to be entered into with
          Optionees with respect to Incentive Stock Options
          granted under the FirstFed Bancorp, Inc. 1995 Stock
          Option and Incentive Plan (incorporated by reference
          to Exhibit 99.2 to the Company's Registration
          Statement on Form S-8 (File No. 333-09065).

99.3      Form of Stock Option Agreement to be entered into with
          Optionees with respect to Non-Incentive Stock Options
          granted under the FirstFed Bancorp, Inc. 1995 Stock
          Option and Incentive Plan (incorporated by reference
          to Exhibit 99.3 to the Company's Registration
          Statement on Form S-8 (File No. 333-09065).

99.4      Form of Agreement to be entered into with Optionees
          with respect to Stock Appreciation Rights granted
          under the FirstFed Bancorp, Inc. 1995 Stock Option and
          Incentive Plan (incorporated by reference to Exhibit
          99.4 to the Company's Registration Statement on Form
          S-8 (File No. 333-09065).
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 9757}]
{"company-data": {"conformed-name": "FIRSTFED BANCORP INC", "cik": "0000876947", "assigned-sic": "6035", "irs-number": "631048648", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61165", "film-number": "98682244"}, "business-address": {"street1": "1630 4TH AVE N", "city": "BESSEMER", "state": "AL", "zip": "35020", "phone": "2054288472"}}
As filed with the Securities and Exchange Commission on
August 11, 1998
                                      Registration No. 333-_____
----------------------------------------------------------------
                                                                 
                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
             _______________________________________
                             FORM S-8
                   REGISTRATION STATEMENT UNDER
                    THE SECURITIES ACT OF 1933
             _______________________________________

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

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

                      1630 Fourth Avenue, North
                    Bessemer, Alabama  35020-5711
                            (205) 428-8472
               ----------------------------------------
               (Address of Principal Executive Offices)

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

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

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

                              Copies to:
                       J. Mark Poerio, Esquire
                 Housley Kantarian & Bronstein, P.C.
                  1220 19th Street, N.W., Suite 700
                        Washington, D.C. 20036
                            (202) 822-9611
                                 
                   CALCULATION OF REGISTRATION FEE
==============================================================================
   Title of                         Proposed Maximum       Proposed Maximum         Amount of
 of Securities      Amount to be      Offering Price       Aggregate Offering      Registration
to be registered     Registered         Per Share                Price                 Fee
-------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value       24,000 (1)            (2)                    (2)                $83.30
=============================================================================
(1) Maximum number of additional shares issuable under the 1998 Amendment to the
    FirstFed Bancorp, Inc. 1995 Stock Option and Incentive Plan, adjusted to 
    reflect a 2-for-1 stock split declared on August 10, 1998, as such amount
    may be increased in accordance with said plan in the event of a merger, 
    consolidation, recapitalization or similar event involving the Registrant.
(2) Under Rule 457(h) the registration fee has been calculated as the sum of
    (i) $207,000 for 18,000 shares that have been offered through awards of
    restricted stock valued at $11.50 per share on the date of award, and
    (ii) $75,360 for 6,000 shares whose offering  price is not known and
    therefore which have been valued at $12.56 per share in accordance with
    Rule 457(c) on the basis of the average of the high and low selling
    prices of the  common stock of the Registrant as reported on the Nasdaq
    Small Cap Market on August 4, 1998.  Therefore, the total amount of the
    offering being registered is $282,360.

     This new registration statement on Form S-8 registers
24,000 additional shares of common stock of the registrant as a
supplement to the registrant's existing registration statement
on Form S-8, Commission File No. 333-09065, which registered
120,000 shares of such stock, as adjusted to reflect 2-for-1
stock splits declared on April 16, 1997 and on August 10, 1998. 
In accordance with General Instruction E to Form S-8, this
registration statement incorporates by reference the contents of
that registration statement.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Bessemer, State of
Alabama, on August 10, 1998.

                                FIRSTFED BANCORP, INC.

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

                        POWER OF ATTORNEY

    We, the undersigned Directors of FirstFed Bancorp, Inc.
hereby severally constitute and appoint B. K. Goodwin, III, with
full power of substitution, our true and lawful attorney and
agent, to do any and all things in our names in the capacities
indicated below which said B. K. Goodwin may deem necessary or
advisable to enable FirstFed 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 of FirstFed Bancorp common
stock, including specifically, 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 B. K. Goodwin, III 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
----------                    -----                    ----
By:/s/ B. K. Goodwin, III    President, Chief
   ----------------------    Executive Officer, and
   B.K. Goodwin, III         Chairman of the Board     August 10, 1998

By:/s/ Lynn J. Joyce         Vice President,
   ----------------------    Secretary and Treasurer   August 10, 1998
   Lynn J. Joyce

By:/s/ Fred T. Blair         Director                  August 10, 1998
   ----------------------    
   Fred T. Blair

By:/s/ A. W. Kuhn            Director                  August 10, 1998
   ----------------------    
   A. W. Kuhn

By:/s/ James B. Koikos       Director                  August 10, 1998
   ----------------------    
   James B. Koikos

By:/s/ Malcolm E. Lewis     Director                   August 10, 1998
   ----------------------    
   Malcolm E. Lewis

By:/s/ E. H. Moore, Jr.     Director                   August 10, 1998
   ----------------------    
   E. H. Moore, Jr.

By:/s/ James E. Mulkin      Director                   August 10, 1998
   ----------------------    
   James E. Mulkin
By:/s/ Robert E. Paden      Director                   August 10, 1998
   ----------------------    
   Robert E. Paden

By:/s/ Larry Russell        Director                   August 10, 1998
   ----------------------    
   G. Larry Russell
/TABLE
INDEX TO EXHIBITS

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

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

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

23.2      Consent of Arthur Andersen LLP

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

99.2      Form of Stock Option Agreement to be entered into with
          Optionees with respect to Incentive Stock Options
          granted under the FirstFed Bancorp, Inc. 1995 Stock
          Option and Incentive Plan (incorporated by reference
          to Exhibit 99.2 to the Company's Registration
          Statement on Form S-8 (File No. 333-09065).

99.3      Form of Stock Option Agreement to be entered into with
          Optionees with respect to Non-Incentive Stock Options
          granted under the FirstFed Bancorp, Inc. 1995 Stock
          Option and Incentive Plan (incorporated by reference
          to Exhibit 99.3 to the Company's Registration
          Statement on Form S-8 (File No. 333-09065).

99.4      Form of Agreement to be entered into with Optionees
          with respect to Stock Appreciation Rights granted
          under the FirstFed Bancorp, Inc. 1995 Stock Option and
          Incentive Plan (incorporated by reference to Exhibit
          99.4 to the Company's Registration Statement on Form
          S-8 (File No. 333-09065).