Registration No. ______________________

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                     __________________________________

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

                         FIRST FEDERAL BANCORP, INC.
                         ---------------------------
           (Exact name of Registrant as specified in its Articles)

              Ohio                                          31-1341110
              ----                                          ----------
(state or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                              505 Market Street
                           Zanesville, Ohio 43701
                           ----------------------
                  (Address of Principal Execution Offices)

                         First Federal Bancorp, Inc.
                    2002 Stock Option and Incentive Plan
                    ------------------------------------
                          (Full title of the plan)

                             J. William Plummer
                         First Federal Bancorp, Inc.
                              505 Market Street
                           Zanesville, Ohio  43701
                         ---------------------------
                   (Name and address of agent for service)

                               (740) 588-2263
                               --------------
        (Telephone number, including area code, of agent for service)

                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of securities                                 Proposed maximum          Proposed maximum           Amount of
to be registered      Amount to be registered   offering price per share   aggregate offering price   registration fee
-------------------   -----------------------   ------------------------   ------------------------   ----------------

<s>                       <c>                              <c>                      <c>                    <c>
Common Shares
No par value              316,100 shares                   *                        $7.155*                $209.00

<FN>
___________________
*     Of the 316,100 shares being registered, 55,000 may be purchased for
      $7.30 per share, upon the exercise of options already granted.  The
      offering price of the remaining 261,100 shares, which have been
      reserved for the future grant of options, has been determined for
      purposes of calculating the registration fee pursuant to 17 C.F.R.
      Section 230.457(h) to be $7.155 per share on May 14, 2002.
</FN>
</TABLE>

<PAGE>


                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  Incorporation of Documents by Reference.

      The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended September 30, 2001, and all documents filed with the Commission
pursuant to the requirements of Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934 ("Exchange Act") since that date are hereby
incorporated by reference.

      The description of the Common Shares of the Registrant contained in
the Registrant's Form 8-A (No. 0-20380), filed with the Commission on July
7, 1992, is hereby incorporated by reference.

      Any definitive Proxy Statement or Information Statement filed pursuant
to Section 14 of the Exchange Act and all documents which may be filed with
the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date hereof 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 also
be deemed to be incorporated herein by reference and to be made a part
hereof from the date of filing such documents.

ITEM 4.  Description of Securities.

      Not Applicable.

ITEM 5.  Interests of Named Experts and Counsel.

      None.

ITEM 6.  Indemnification of Directors and Officers.

      A.    Division (E) of Section 1701.13 of the Ohio Revised Code governs
indemnification by a corporation and provides as follows:

            (E)(1)  A corporation may indemnify or agree to indemnify any
      person who was or is a party or is threatened to be made a party, to
      any threatened, pending, or completed action, suit, or proceeding,
      whether civil, criminal, administrative, or investigative, other than
      an action by or in the right of the corporation, by reason of the fact
      that he is or was a director, officer, employee, or agent of the
      corporation, or is or was serving at the request of the corporation as
      a director, trustee, officer, employee, or agent of another
      corporation, domestic or foreign, nonprofit or for profit, a limited
      liability company, or a partnership, joint venture, trust, or other
      enterprise, against expenses, including attorney's fees, judgments,
      fines, and amounts paid in settlement actually and reasonably incurred
      by him in connection with such action, suit, or proceeding if he acted
      in good faith and in a manner he reasonably believed to be in or not
      opposed to the best interests of the corporation, and, with respect to
      any criminal action or proceeding, if he had no reasonable cause to
      believe his conduct was unlawful.  The termination of any action,
      suit, or proceeding by judgment, order, settlement, or conviction, or
      upon a plea of nolo contendere or its equivalent, shall not, of
      itself, create a presumption that the person did not act in good faith
      and in a manner he reasonably believed to be in or not opposed to the
      best interests of the corporation and, with respect to any criminal
      action or proceeding, he had reasonable cause to believe that his
      conduct was unlawful.

            (2)   A corporation may indemnify or agree to indemnify any
      person who was or is a party or is threatened to be made a party, to
      any threatened, pending, or completed action or suit by or in the
      right of the corporation to procure a judgment in its favor, by reason
      of the fact that he is or was a director, officer, employee, or agent
      of the corporation, or is or was serving at the request of the
      corporation as a director, trustee, officer, employee, member,
      manager, or agent of another corporation, domestic or foreign,
      nonprofit or for profit, a limited liability company, or a
      partnership, joint venture, trust, or other enterprise, against

<PAGE>  II-1


      expenses, including attorney's fees, actually and reasonably incurred
      by him in connection with the defense or settlement of such action or
      suit, if he acted in good faith and in a manner he reasonably believed
      to be in or not opposed to the best interests of the corporation,
      except that no indemnification shall be made in respect of any of the
      following:

                  (a)   Any claim, issue, or matter as to which such person
            is adjudged to be liable for negligence or misconduct in the
            performance of his duty to the corporation unless, and only to
            the extent that, the court of common pleas or the court in which
            such action or suit was brought determines, upon application,
            that, despite the adjudication of liability, but in view of all
            the circumstances of the case, such person is fairly and
            reasonably entitled to indemnity for such expenses as the court
            of common pleas or such other court shall deem proper;

                  (b)   Any action or suit in which the only liability
            asserted against a director is pursuant to section 1701.95 of
            the Revised Code.

            (3)   To the extent that a director, trustee, officer, employee,
      member, manager, or agent has been successful on the merits or
      otherwise in defense of any action, suit, or proceeding referred to in
      divisions (E)(1) and (2) of this section, or in defense of any claim,
      issue, or matter therein, he shall be indemnified against expenses,
      including attorney's fees, actually and reasonably incurred by him in
      connection with the action, suit, or proceeding.

            (4)   Any indemnification under division (E)(1) or (2) of this
      section, unless ordered by a court, shall be made by the corporation
      only as authorized in the specific case, upon a determination that
      indemnification of the director, trustee, officer, employee, member,
      manager, or agent is proper in the circumstances because he has met
      the applicable standard of conduct set forth in division (E)(1) or (2)
      of this section.  Such determination shall be made as follows:

                  (a)   By a majority vote of a quorum consisting of
            directors of the indemnifying corporation who were not and are
            not parties to or threatened with any such action, suit, or
            proceeding referred to in division (E)(1) or (2) of this
            section;

                  (b)   If the quorum described in division (E)(4)(a) of
            this section is not obtainable or if a majority vote of a quorum
            of disinterested directors so directs, in a written opinion by
            independent legal counsel other than an attorney, or a firm
            having associated with it an attorney, who has been retained by
            or who has performed services for the corporation or any person
            to be indemnified within the past five years;

                  (c)   By the shareholders;

                  (d)   By the court of common pleas or the court in which
            such action, suit, or proceeding referred to in division (E)(1)
            or (2) of this section was brought.

            Any determination made by the disinterested directors under
      division (E)(4)(a) or by independent legal counsel under division
      (E)(4)(b) of this section shall be promptly communicated to the person
      who threatened or brought the action or suit by or in the right of the
      corporation under division (E)(2) of this section, and, within ten
      days after receipt of such notification, such person shall have the
      right to petition the court of common pleas or the court in which
      action or suit was brought to review the reasonableness of such
      determination.

            (5)(a) Unless at the time of a director's act or omission that
      is the subject of an action, suit, or proceeding referred to in
      division (E)(1) or (2) of this section, the articles or the
      regulations of a corporation state, by specific reference to this
      division, that the provisions of this division do not apply to the
      corporation and unless the only liability asserted against a director
      in an action, suit, or proceeding referred to in division (E)(1) or
      (2) of this section is pursuant to section 1701.95 of the Revised
      Code, expenses, including attorney's fees, incurred by a director in
      defending the action, suit, or proceeding shall be paid by the
      corporation as they are incurred, in advance of the final disposition
      of the action, suit, or proceeding, upon receipt of an undertaking by
      or on behalf of the director in which he agrees to do both of the
      following:

<PAGE>  II-2


                  (i)   Repay such amount if it is proved by clear and
            convincing evidence in a court of competent jurisdiction that
            his action or failure to act involved an act or omission
            undertaken with deliberate intent to cause injury to the
            corporation or undertaken with reckless disregard for the best
            interests of the corporation;

                  (ii)  Reasonably cooperate with the corporation concerning
            the action, suit, or proceeding.

            (b)   Expenses, including attorney's fees, incurred by a
      director, trustee, officer, employee, member, manager, or agent in
      defending any action, suit, or proceeding referred to in division
      (E)(1) or (2) of this section, may be paid by the corporation as they
      are incurred, in advance of the final disposition of the action, suit,
      or proceeding, as authorized by the directors in the specific case,
      upon receipt of an undertaking by or on behalf of the director,
      trustee, officer, employee, member, manager, or agent to repay such
      amount, if it ultimately is determined that he is not entitled to be
      indemnified by the corporation.

            (6)   The indemnification authorized by this section shall not
      be exclusive of, and shall be in addition to, any other rights granted
      to those seeking indemnification under the articles, the regulations,
      any agreement, a vote of shareholders or disinterested directors, or
      otherwise, both as to action in their official capacities and as to
      action in another capacity while holding their offices or positions,
      and shall continue as to a person who has ceased to be a director,
      trustee, officer, employee, member, manager, or agent and shall inure
      to the benefit of the heirs, executors, and administrators of such a
      person.

            (7)   A corporation may purchase and maintain insurance or
      furnish similar protection, including, but not limited to, trust
      funds, letters of credit, or self-insurance, on behalf of or for any
      person who is or was a director, officer, employee, member, manager,
      or agent of the corporation, or is or was serving at the request of
      the corporation as a director, trustee, officer, employee, or agent of
      another corporation, domestic or foreign, nonprofit or for profit, a
      limited liability company, or a partnership, joint venture, trust, or
      other enterprise, against any liability asserted against him and
      incurred by him in any such capacity, or arising out of his status as
      such, whether or not the corporation would have the power to indemnify
      him against such liability under this section.  Insurance may be
      purchased from or maintained with a person in which the corporation
      has a financial interest.

            (8)   The authority of a corporation to indemnify persons
      pursuant to division (E)(1) or (2) of this section does not limit the
      payment of expenses as they are incurred, indemnification, insurance,
      or other protection that may be provided pursuant to divisions (E)(5),
      (6), and (7) of this section.  Divisions (E)(1) and (2) of this
      section do not create any obligation to repay or return payments made
      by the corporation pursuant to division (E)(5), (6), or (7).

            (9)   As used in this division, references to "corporation"
      includes all constituent corporations in a consolidation or merger and
      the new or surviving corporation, so that any person who is or was a
      director, officer, employee, trustee, member, manager or agent of such
      a constituent corporation, or is or was serving at the request of such
      constituent corporation as a director, trustee, officer, employee,
      member, manager, or agent of another corporation, domestic or foreign,
      nonprofit or for profit, a limited liability company, or a
      partnership, joint venture, trust, or other enterprise, shall stand in
      the same position under this section with respect to the new or
      surviving corporation as he would if he had served the new or
      surviving corporation in the same capacity.

      B.    Article Five of the Registrant's Code of Regulations provides for
the indemnification of officers and directors as follows:

      Section 5.01.  Mandatory Indemnification.  The corporation shall
indemnify any officer or director of the corporation who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (including, without limitation, any action threatened or
instituted by or in the right of the corporation), by reason of the fact that
he is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, trustee,
officer, employee or agent of another corporation (domestic or foreign,
nonprofit or for profit), partnership, joint venture, trust or other
enterprise, against expenses (including, without limitation, attorneys' fees,
filing fees, court reporters' fees and transcript

<PAGE>  II-3


costs), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
if he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and with respect to any
criminal action or proceeding, he had no reasonable cause to believe his
conduct was unlawful.  A person claiming indemnification under this Section
5.01 shall be presumed, in respect of any act or omission giving rise to such
claim for indemnification, to have acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal matter, to have had no
reasonable cause to believe his conduct was unlawful, and the termination of
any action, suit or proceeding by judgment, order, settlement or conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
rebut such presumption.

      Section 5.02.  Court-Approved Indemnification.  Anything contained in
the Regulations or elsewhere to the contrary notwithstanding:

            (A)   the corporation shall not indemnify any officer or director
      of the corporation who was a party to any completed action or suit
      instituted by or in the right of the corporation to procure a judgment
      in its favor by reason of the fact that he is or was a director,
      officer, employee or agent of the corporation, or is or was serving at
      the request of the corporation as a director, trustee, officer,
      employee or agent of another corporation (domestic or foreign,
      nonprofit or for profit), partnership, joint venture, trust or other
      enterprise, in respect of any claim, issue or matter asserted in such
      action or suit as to which he shall have been adjudged to be liable for
      acting with reckless disregard for the best interests of the
      corporation or misconduct (other than negligence) in the performance of
      his duty to the corporation unless and only to the extent that the
      Court of Common Pleas of Muskingum County, Ohio, or the court in which
      such action or suit was brought shall determine upon application that,
      despite such adjudication of liability, and in view of all the
      circumstances of the case, he is fairly and reasonably entitled to such
      indemnity as such Court of Common Pleas or such other court shall deem
      proper; and

            (B)   the corporation shall promptly make any such unpaid
      indemnification as is determined by a court to be proper as
      contemplated by this Section 5.02.

      Section 5.03.  Indemnification for Expenses.  Anything contained in the
Regulations or elsewhere to the contrary notwithstanding, to the extent that
an officer or director of the corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
Section 5.01, or in defense of any claim, issue or matter therein, he shall
be promptly indemnified by the corporation against expenses (including,
without limitation, attorneys' fees, filing fees, court reporters' fees and
transcript costs) actually and reasonably incurred by him in connection
therewith.

      Section 5.04  Determination Required.  Any indemnification required
under Section 5.01 and not precluded under Section 5.02 shall be made by the
corporation only upon a determination that such indemnification of the
officer or director is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 5.01.  Such determination
may be made only (A) by a majority vote of a quorum consisting of directors
of the corporation who were not and are not parties to, or threatened with,
any such action, suit or proceeding, or (B) if such a  quorum is not
obtainable or if a majority of a quorum of disinterested directors so
directs, in a written opinion by independent legal counsel other than an
attorney, or a firm having associated with it an attorney, who has been
retained by or who has performed services for the corporation, or any person
to be indemnified, within the past five years, or (C) by the shareholders, or
(D) by the Court of Common Pleas of Muskingum County, Ohio, or (if the
corporation is a party thereto) the court in which such action, suit or
proceeding was brought, if any; any such determination may be made by a court
under division (D) of this Section 5.04 at any time including, without
limitation, any time before, during or after the time when any such
determination may be requested of, be under consideration by or have been
denied or disregarded by the disinterested directors under division (A) or by
independent legal counsel under division (B) or by the shareholders under
division (C) of this Section 5.04; and no failure for any reason to make any
such determination, and no decision for any reason to deny any such
determination, by the disinterested directors under division (A) or by
independent legal counsel under division (B) or by shareholders under
division (C) of this Section 5.04 shall be evidence in rebuttal of the
presumption recited in Section 5.01.  Any determination made by the
disinterested directors under division (A) or by independent legal counsel
under division (B) of this Section 5.04 to make indemnification in respect of
any claim, issue or matter asserted in an action or suit threatened or
brought by or in the right of the corporation shall be promptly communicated
to the person who threatened or brought such action or suit, and within ten
(10) days after receipt of such notification such person shall have the right
to petition the Court of Common Pleas of Muskingum County, Ohio, or the court
in which such action or suit was brought, if any, to review the
reasonableness of such determination.

<PAGE>  II-4


      Section 5.05.  Advances for Expenses.  Expenses (including, without
limitation, attorneys' fees, filing fees, court reporters' fees and
transcript costs) incurred in defending any action, suit or proceeding
referred to in Section 5.01 shall be paid by the corporation in advance of
the final disposition of such action, suit or proceeding to or on behalf of
the officer or director promptly as such expenses are incurred by him, but
only if such officer or director shall first agree, in writing, to repay all
amounts so paid in respect of any claim, issue or other matter asserted in
such action, suit or proceeding in defense of which he shall not have been
successful on the merits or otherwise:

            (A)   if it shall ultimately be determined as provided in Section
      5.04 that he is not entitled to be indemnified by the corporation as
      provided under Section 5.01; or

            (B)   if, in respect of any claim, issue or other matter asserted
      by or in the right of the corporation in such action or suit, he shall
      have been adjudged to be liable for acting with reckless disregard for
      the best interests of the corporation or misconduct (other than
      negligence) in the performance of his duty to the corporation, unless
      and only to the extent that the Court of Common Pleas of Muskingum
      County, Ohio, or the court in which such action or suit was brought
      shall determine upon application that, despite such adjudication of
      liability, and in view of all the circumstances, he is fairly and
      reasonably entitled to all or part of such indemnification.

      Section 5.06.  Article Five Not Exclusive.  The indemnification
provided by this Article Five shall not be deemed exclusive of any other
rights to which any person seeking indemnification may be entitled under the
Articles or the Regulations or any agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be an officer or  director of
the corporation and shall inure to the benefit of the heirs, executors, and
administrators of such a person.

      Section 5.07.  Insurance.  The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee, or agent of another
corporation (domestic or foreign, nonprofit or for profit), partnership,
joint venture, trust or other enterprise, against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the obligation or
the power to indemnify him against such liability under the provisions of
this Article Five.

      Section 5.08.  Certain Definitions.  For purposes of this Article Five,
and as examples and not by way of limitation:

            (A)   A person claiming indemnification under this Article 5
      shall be deemed to have been successful on the merits or otherwise in
      defense of any action, suit or proceeding referred to in Section 5.01,
      or in defense of any claim, issue or other matter therein, if such
      action, suit or proceeding shall be terminated as to such person, with
      or without prejudice, without the entry of a judgment or order against
      him, without a conviction of him, without the imposition of a fine upon
      him and without his payment or agreement to pay any amount in
      settlement thereof (whether or not any such termination is based upon a
      judicial or other determination of the lack of merit of the claims made
      against him or otherwise results in a vindication of him); and

            (B)   References to an "other enterprise" shall include employee
      benefit plans; references to a "fine" shall include any excise taxes
      assessed on a person with respect to an employee benefit plan; and
      references to "serving at the request of the corporation" shall include
      any service as a director, officer, employee or agent of the
      corporation which imposes duties on, or involves services by, such
      director, officer, employee or agent with respect to an employee
      benefit plan, its participants or beneficiaries; and a person who acted
      in good faith and in a manner he reasonably believed to be in the best
      interests of the participants and beneficiaries of an employee benefit
      plan shall be deemed to have acted in a manner "not opposed to the best
      interests of the corporation" within the meaning of that term as used
      in this Article Five.

      Section 5.09.  Venue.  Any action, suit or proceeding to determine a
claim for indemnification under this Article Five may be maintained by the
person claiming such indemnification, or by the corporation, in the Court of
Common Pleas of Muskingum County, Ohio.  The corporation and (by claiming
such indemnification) each such person consent to the exercise of
jurisdiction over its or his person by the Court of Common Pleas of Muskingum
County, Ohio, in any such action, suit or proceeding.

<PAGE>  II-5


ITEM 7.  Exemption from Registration Claimed.

      Not Applicable.

ITEM 8.  Exhibits.

      See the Exhibit Index attached hereto.

ITEM 9.   Undertakings.

      Registrant hereby undertakes:

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

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

            (ii)  To reflect in the prospectus any facts or events
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement.  Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total
                  dollar value of securities offered would not exceed that
                  which was registered) and any deviation from the low or
                  high end of the estimated maximum offering range may be
                  reflected in the form of prospectus filed with the
                  Commission pursuant to Rule 424(b) if, in the aggregate,
                  the changes in volume and price represent no more than a
                  20% change in the maximum aggregate offering price set
                  forth in the "Calculation of Registration Fee" table in
                  the effective registration statement.

            (iii) To include any additional or changed material information
                  on the plan of distribution.

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

      (2)   That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment shall
            be deemed to be a new registration statement relating to the
            securities offered therein, and the offering of such securities
            at that time shall be deemed to be the initial bona fide
            offering thereof.

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

<PAGE>  II-6


                                 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 Zanesville, State of Ohio, on May
15, 2002.

                                       FIRST FEDERAL BANCORP, INC.

                                       By: /s/ J. William Plummer
                                           --------------------------------
                                           J. William Plummer
                                           President, Chief Executive
                                           Officer and Director

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and as of the dates indicated.

Signature                      Title                           Date
---------                      -----                           ----

/s/ J. William Plummer         President, Chief Executive      May 15, 2002
----------------------------   Officer and Director
J. William Plummer

/s/ Ward D. Coffman, III       Secretary, Director             May 15, 2002
----------------------------
Ward D. Coffman, III

/s/ Connie Ayres LaPlante      Treasurer, Director             May 15, 2002
----------------------------
Connie Ayres LaPlante

/s/ Robert D. Goodrich, II     Director                        May 15, 2002
----------------------------
Robert D. Goodrich, II

/s/ Patrick L. Hennessey       Director                        May 15, 2002
----------------------------
Patrick L. Hennessey

/s/ John C. Matesich           Chairman, Director              May 15, 2002
----------------------------
John C. Matesich

/s/ Don R. Parkhill            Director                        May 15, 2002
----------------------------
Don R. Parkhill

<PAGE>  II-7


                                EXHIBIT INDEX

Exhibit No.      Document
-----------      --------

    4(a)         First Federal Bancorp, Inc., 2002 Stock Option and
                 Incentive Plan

    4(b)         Articles of Incorporation (Incorporated by reference to
                 Exhibit 4a(1) to the Registration Statement on Form S-8
                 filed with the SEC on February 1, 1994)

    4(c)         The Amendment to the Articles of Incorporation of Bancorp
                 (Incorporated by reference to Exhibit 4a(1) to the
                 Registration Statement on Form S-8 filed with the SEC on
                 February 1, 1994)

    5            Opinion of Vorys, Sater, Seymour and Pease LLP as to
                 legality of shares being offered

   23(a)         Consent of Independent Public Accountant

   23(b)         Consent of Vorys, Sater, Seymour and Pease LLP (contained
                 in Exhibit 5 herein)

<PAGE>
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{"company-data": {"conformed-name": "FIRST FEDERAL BANCORP INC/OH/", "cik": "0000885076", "assigned-sic": "6035", "irs-number": "311341110", "state-of-incorporation": "OH", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88512", "film-number": "02655684"}, "business-address": {"street1": "505 MARKET STREET", "street2": "P O BOX 2865", "city": "ZANESVILLE", "state": "OH", "zip": "43702-2865", "phone": "7404530606"}, "mail-address": {"street1": "505 MARKET STREET", "street2": "P O BOX 2865", "city": "ZANESVILLE", "state": "OH", "zip": "43702-2865"}}
Registration No. ______________________

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                     __________________________________

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

                         FIRST FEDERAL BANCORP, INC.
                         ---------------------------
           (Exact name of Registrant as specified in its Articles)

              Ohio                                          31-1341110
              ----                                          ----------
(state or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                              505 Market Street
                           Zanesville, Ohio 43701
                           ----------------------
                  (Address of Principal Execution Offices)

                         First Federal Bancorp, Inc.
                    2002 Stock Option and Incentive Plan
                    ------------------------------------
                          (Full title of the plan)

                             J. William Plummer
                         First Federal Bancorp, Inc.
                              505 Market Street
                           Zanesville, Ohio  43701
                         ---------------------------
                   (Name and address of agent for service)

                               (740) 588-2263
                               --------------
        (Telephone number, including area code, of agent for service)

                       CALCULATION OF REGISTRATION FEE
Title of securities                                 Proposed maximum          Proposed maximum           Amount of
to be registered      Amount to be registered   offering price per share   aggregate offering price   registration fee
-------------------   -----------------------   ------------------------   ------------------------   ----------------
Common Shares
No par value              316,100 shares                   *                        $7.155*                $209.00
___________________
*     Of the 316,100 shares being registered, 55,000 may be purchased for
      $7.30 per share, upon the exercise of options already granted.  The
      offering price of the remaining 261,100 shares, which have been
      reserved for the future grant of options, has been determined for
      purposes of calculating the registration fee pursuant to 17 C.F.R.
      Section 230.457(h) to be $7.155 per share on May 14, 2002.
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Documents by Reference.

      The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended September 30, 2001, and all documents filed with the Commission
pursuant to the requirements of Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934 ("Exchange Act") since that date are hereby
incorporated by reference.

      The description of the Common Shares of the Registrant contained in
the Registrant's Form 8-A (No. 0-20380), filed with the Commission on July
7, 1992, is hereby incorporated by reference.

      Any definitive Proxy Statement or Information Statement filed pursuant
to Section 14 of the Exchange Act and all documents which may be filed with
the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date hereof 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 also
be deemed to be incorporated herein by reference and to be made a part
hereof from the date of filing such documents.

ITEM 4.  Description of Securities.

      Not Applicable.

ITEM 5.  Interests of Named Experts and Counsel.

      None.

ITEM 6.  Indemnification of Directors and Officers.

      A.    Division (E) of Section 1701.13 of the Ohio Revised Code governs
indemnification by a corporation and provides as follows:

            (E)(1)  A corporation may indemnify or agree to indemnify any
      person who was or is a party or is threatened to be made a party, to
      any threatened, pending, or completed action, suit, or proceeding,
      whether civil, criminal, administrative, or investigative, other than
      an action by or in the right of the corporation, by reason of the fact
      that he is or was a director, officer, employee, or agent of the
      corporation, or is or was serving at the request of the corporation as
      a director, trustee, officer, employee, or agent of another
      corporation, domestic or foreign, nonprofit or for profit, a limited
      liability company, or a partnership, joint venture, trust, or other
      enterprise, against expenses, including attorney's fees, judgments,
      fines, and amounts paid in settlement actually and reasonably incurred
      by him in connection with such action, suit, or proceeding if he acted
      in good faith and in a manner he reasonably believed to be in or not
      opposed to the best interests of the corporation, and, with respect to
      any criminal action or proceeding, if he had no reasonable cause to
      believe his conduct was unlawful.  The termination of any action,
      suit, or proceeding by judgment, order, settlement, or conviction, or
      upon a plea of nolo contendere or its equivalent, shall not, of
      itself, create a presumption that the person did not act in good faith
      and in a manner he reasonably believed to be in or not opposed to the
      best interests of the corporation and, with respect to any criminal
      action or proceeding, he had reasonable cause to believe that his
      conduct was unlawful.

            (2)   A corporation may indemnify or agree to indemnify any
      person who was or is a party or is threatened to be made a party, to
      any threatened, pending, or completed action or suit by or in the
      right of the corporation to procure a judgment in its favor, by reason
      of the fact that he is or was a director, officer, employee, or agent
      of the corporation, or is or was serving at the request of the
      corporation as a director, trustee, officer, employee, member,
      manager, or agent of another corporation, domestic or foreign,
      nonprofit or for profit, a limited liability company, or a
      partnership, joint venture, trust, or other enterprise, against
II-1

      expenses, including attorney's fees, actually and reasonably incurred
      by him in connection with the defense or settlement of such action or
      suit, if he acted in good faith and in a manner he reasonably believed
      to be in or not opposed to the best interests of the corporation,
      except that no indemnification shall be made in respect of any of the
      following:

                  (a)   Any claim, issue, or matter as to which such person
            is adjudged to be liable for negligence or misconduct in the
            performance of his duty to the corporation unless, and only to
            the extent that, the court of common pleas or the court in which
            such action or suit was brought determines, upon application,
            that, despite the adjudication of liability, but in view of all
            the circumstances of the case, such person is fairly and
            reasonably entitled to indemnity for such expenses as the court
            of common pleas or such other court shall deem proper;

                  (b)   Any action or suit in which the only liability
            asserted against a director is pursuant to section 1701.95 of
            the Revised Code.

            (3)   To the extent that a director, trustee, officer, employee,
      member, manager, or agent has been successful on the merits or
      otherwise in defense of any action, suit, or proceeding referred to in
      divisions (E)(1) and (2) of this section, or in defense of any claim,
      issue, or matter therein, he shall be indemnified against expenses,
      including attorney's fees, actually and reasonably incurred by him in
      connection with the action, suit, or proceeding.

            (4)   Any indemnification under division (E)(1) or (2) of this
      section, unless ordered by a court, shall be made by the corporation
      only as authorized in the specific case, upon a determination that
      indemnification of the director, trustee, officer, employee, member,
      manager, or agent is proper in the circumstances because he has met
      the applicable standard of conduct set forth in division (E)(1) or (2)
      of this section.  Such determination shall be made as follows:

                  (a)   By a majority vote of a quorum consisting of
            directors of the indemnifying corporation who were not and are
            not parties to or threatened with any such action, suit, or
            proceeding referred to in division (E)(1) or (2) of this
            section;

                  (b)   If the quorum described in division (E)(4)(a) of
            this section is not obtainable or if a majority vote of a quorum
            of disinterested directors so directs, in a written opinion by
            independent legal counsel other than an attorney, or a firm
            having associated with it an attorney, who has been retained by
            or who has performed services for the corporation or any person
            to be indemnified within the past five years;

                  (c)   By the shareholders;

                  (d)   By the court of common pleas or the court in which
            such action, suit, or proceeding referred to in division (E)(1)
            or (2) of this section was brought.

            Any determination made by the disinterested directors under
      division (E)(4)(a) or by independent legal counsel under division
      (E)(4)(b) of this section shall be promptly communicated to the person
      who threatened or brought the action or suit by or in the right of the
      corporation under division (E)(2) of this section, and, within ten
      days after receipt of such notification, such person shall have the
      right to petition the court of common pleas or the court in which
      action or suit was brought to review the reasonableness of such
      determination.

            (5)(a) Unless at the time of a director's act or omission that
      is the subject of an action, suit, or proceeding referred to in
      division (E)(1) or (2) of this section, the articles or the
      regulations of a corporation state, by specific reference to this
      division, that the provisions of this division do not apply to the
      corporation and unless the only liability asserted against a director
      in an action, suit, or proceeding referred to in division (E)(1) or
      (2) of this section is pursuant to section 1701.95 of the Revised
      Code, expenses, including attorney's fees, incurred by a director in
      defending the action, suit, or proceeding shall be paid by the
      corporation as they are incurred, in advance of the final disposition
      of the action, suit, or proceeding, upon receipt of an undertaking by
      or on behalf of the director in which he agrees to do both of the
      following:
II-2

                  (i)   Repay such amount if it is proved by clear and
            convincing evidence in a court of competent jurisdiction that
            his action or failure to act involved an act or omission
            undertaken with deliberate intent to cause injury to the
            corporation or undertaken with reckless disregard for the best
            interests of the corporation;

                  (ii)  Reasonably cooperate with the corporation concerning
            the action, suit, or proceeding.

            (b)   Expenses, including attorney's fees, incurred by a
      director, trustee, officer, employee, member, manager, or agent in
      defending any action, suit, or proceeding referred to in division
      (E)(1) or (2) of this section, may be paid by the corporation as they
      are incurred, in advance of the final disposition of the action, suit,
      or proceeding, as authorized by the directors in the specific case,
      upon receipt of an undertaking by or on behalf of the director,
      trustee, officer, employee, member, manager, or agent to repay such
      amount, if it ultimately is determined that he is not entitled to be
      indemnified by the corporation.

            (6)   The indemnification authorized by this section shall not
      be exclusive of, and shall be in addition to, any other rights granted
      to those seeking indemnification under the articles, the regulations,
      any agreement, a vote of shareholders or disinterested directors, or
      otherwise, both as to action in their official capacities and as to
      action in another capacity while holding their offices or positions,
      and shall continue as to a person who has ceased to be a director,
      trustee, officer, employee, member, manager, or agent and shall inure
      to the benefit of the heirs, executors, and administrators of such a
      person.

            (7)   A corporation may purchase and maintain insurance or
      furnish similar protection, including, but not limited to, trust
      funds, letters of credit, or self-insurance, on behalf of or for any
      person who is or was a director, officer, employee, member, manager,
      or agent of the corporation, or is or was serving at the request of
      the corporation as a director, trustee, officer, employee, or agent of
      another corporation, domestic or foreign, nonprofit or for profit, a
      limited liability company, or a partnership, joint venture, trust, or
      other enterprise, against any liability asserted against him and
      incurred by him in any such capacity, or arising out of his status as
      such, whether or not the corporation would have the power to indemnify
      him against such liability under this section.  Insurance may be
      purchased from or maintained with a person in which the corporation
      has a financial interest.

            (8)   The authority of a corporation to indemnify persons
      pursuant to division (E)(1) or (2) of this section does not limit the
      payment of expenses as they are incurred, indemnification, insurance,
      or other protection that may be provided pursuant to divisions (E)(5),
      (6), and (7) of this section.  Divisions (E)(1) and (2) of this
      section do not create any obligation to repay or return payments made
      by the corporation pursuant to division (E)(5), (6), or (7).

            (9)   As used in this division, references to "corporation"
      includes all constituent corporations in a consolidation or merger and
      the new or surviving corporation, so that any person who is or was a
      director, officer, employee, trustee, member, manager or agent of such
      a constituent corporation, or is or was serving at the request of such
      constituent corporation as a director, trustee, officer, employee,
      member, manager, or agent of another corporation, domestic or foreign,
      nonprofit or for profit, a limited liability company, or a
      partnership, joint venture, trust, or other enterprise, shall stand in
      the same position under this section with respect to the new or
      surviving corporation as he would if he had served the new or
      surviving corporation in the same capacity.

      B.    Article Five of the Registrant's Code of Regulations provides for
the indemnification of officers and directors as follows:

      Section 5.01.  Mandatory Indemnification.  The corporation shall
indemnify any officer or director of the corporation who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (including, without limitation, any action threatened or
instituted by or in the right of the corporation), by reason of the fact that
he is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, trustee,
officer, employee or agent of another corporation (domestic or foreign,
nonprofit or for profit), partnership, joint venture, trust or other
enterprise, against expenses (including, without limitation, attorneys' fees,
filing fees, court reporters' fees and transcript
II-3

costs), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
if he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and with respect to any
criminal action or proceeding, he had no reasonable cause to believe his
conduct was unlawful.  A person claiming indemnification under this Section
5.01 shall be presumed, in respect of any act or omission giving rise to such
claim for indemnification, to have acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal matter, to have had no
reasonable cause to believe his conduct was unlawful, and the termination of
any action, suit or proceeding by judgment, order, settlement or conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
rebut such presumption.

      Section 5.02.  Court-Approved Indemnification.  Anything contained in
the Regulations or elsewhere to the contrary notwithstanding:

            (A)   the corporation shall not indemnify any officer or director
      of the corporation who was a party to any completed action or suit
      instituted by or in the right of the corporation to procure a judgment
      in its favor by reason of the fact that he is or was a director,
      officer, employee or agent of the corporation, or is or was serving at
      the request of the corporation as a director, trustee, officer,
      employee or agent of another corporation (domestic or foreign,
      nonprofit or for profit), partnership, joint venture, trust or other
      enterprise, in respect of any claim, issue or matter asserted in such
      action or suit as to which he shall have been adjudged to be liable for
      acting with reckless disregard for the best interests of the
      corporation or misconduct (other than negligence) in the performance of
      his duty to the corporation unless and only to the extent that the
      Court of Common Pleas of Muskingum County, Ohio, or the court in which
      such action or suit was brought shall determine upon application that,
      despite such adjudication of liability, and in view of all the
      circumstances of the case, he is fairly and reasonably entitled to such
      indemnity as such Court of Common Pleas or such other court shall deem
      proper; and

            (B)   the corporation shall promptly make any such unpaid
      indemnification as is determined by a court to be proper as
      contemplated by this Section 5.02.

      Section 5.03.  Indemnification for Expenses.  Anything contained in the
Regulations or elsewhere to the contrary notwithstanding, to the extent that
an officer or director of the corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
Section 5.01, or in defense of any claim, issue or matter therein, he shall
be promptly indemnified by the corporation against expenses (including,
without limitation, attorneys' fees, filing fees, court reporters' fees and
transcript costs) actually and reasonably incurred by him in connection
therewith.

      Section 5.04  Determination Required.  Any indemnification required
under Section 5.01 and not precluded under Section 5.02 shall be made by the
corporation only upon a determination that such indemnification of the
officer or director is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 5.01.  Such determination
may be made only (A) by a majority vote of a quorum consisting of directors
of the corporation who were not and are not parties to, or threatened with,
any such action, suit or proceeding, or (B) if such a  quorum is not
obtainable or if a majority of a quorum of disinterested directors so
directs, in a written opinion by independent legal counsel other than an
attorney, or a firm having associated with it an attorney, who has been
retained by or who has performed services for the corporation, or any person
to be indemnified, within the past five years, or (C) by the shareholders, or
(D) by the Court of Common Pleas of Muskingum County, Ohio, or (if the
corporation is a party thereto) the court in which such action, suit or
proceeding was brought, if any; any such determination may be made by a court
under division (D) of this Section 5.04 at any time including, without
limitation, any time before, during or after the time when any such
determination may be requested of, be under consideration by or have been
denied or disregarded by the disinterested directors under division (A) or by
independent legal counsel under division (B) or by the shareholders under
division (C) of this Section 5.04; and no failure for any reason to make any
such determination, and no decision for any reason to deny any such
determination, by the disinterested directors under division (A) or by
independent legal counsel under division (B) or by shareholders under
division (C) of this Section 5.04 shall be evidence in rebuttal of the
presumption recited in Section 5.01.  Any determination made by the
disinterested directors under division (A) or by independent legal counsel
under division (B) of this Section 5.04 to make indemnification in respect of
any claim, issue or matter asserted in an action or suit threatened or
brought by or in the right of the corporation shall be promptly communicated
to the person who threatened or brought such action or suit, and within ten
(10) days after receipt of such notification such person shall have the right
to petition the Court of Common Pleas of Muskingum County, Ohio, or the court
in which such action or suit was brought, if any, to review the
reasonableness of such determination.
II-4

      Section 5.05.  Advances for Expenses.  Expenses (including, without
limitation, attorneys' fees, filing fees, court reporters' fees and
transcript costs) incurred in defending any action, suit or proceeding
referred to in Section 5.01 shall be paid by the corporation in advance of
the final disposition of such action, suit or proceeding to or on behalf of
the officer or director promptly as such expenses are incurred by him, but
only if such officer or director shall first agree, in writing, to repay all
amounts so paid in respect of any claim, issue or other matter asserted in
such action, suit or proceeding in defense of which he shall not have been
successful on the merits or otherwise:

            (A)   if it shall ultimately be determined as provided in Section
      5.04 that he is not entitled to be indemnified by the corporation as
      provided under Section 5.01; or

            (B)   if, in respect of any claim, issue or other matter asserted
      by or in the right of the corporation in such action or suit, he shall
      have been adjudged to be liable for acting with reckless disregard for
      the best interests of the corporation or misconduct (other than
      negligence) in the performance of his duty to the corporation, unless
      and only to the extent that the Court of Common Pleas of Muskingum
      County, Ohio, or the court in which such action or suit was brought
      shall determine upon application that, despite such adjudication of
      liability, and in view of all the circumstances, he is fairly and
      reasonably entitled to all or part of such indemnification.

      Section 5.06.  Article Five Not Exclusive.  The indemnification
provided by this Article Five shall not be deemed exclusive of any other
rights to which any person seeking indemnification may be entitled under the
Articles or the Regulations or any agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be an officer or  director of
the corporation and shall inure to the benefit of the heirs, executors, and
administrators of such a person.

      Section 5.07.  Insurance.  The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee, or agent of another
corporation (domestic or foreign, nonprofit or for profit), partnership,
joint venture, trust or other enterprise, against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the obligation or
the power to indemnify him against such liability under the provisions of
this Article Five.

      Section 5.08.  Certain Definitions.  For purposes of this Article Five,
and as examples and not by way of limitation:

            (A)   A person claiming indemnification under this Article 5
      shall be deemed to have been successful on the merits or otherwise in
      defense of any action, suit or proceeding referred to in Section 5.01,
      or in defense of any claim, issue or other matter therein, if such
      action, suit or proceeding shall be terminated as to such person, with
      or without prejudice, without the entry of a judgment or order against
      him, without a conviction of him, without the imposition of a fine upon
      him and without his payment or agreement to pay any amount in
      settlement thereof (whether or not any such termination is based upon a
      judicial or other determination of the lack of merit of the claims made
      against him or otherwise results in a vindication of him); and

            (B)   References to an "other enterprise" shall include employee
      benefit plans; references to a "fine" shall include any excise taxes
      assessed on a person with respect to an employee benefit plan; and
      references to "serving at the request of the corporation" shall include
      any service as a director, officer, employee or agent of the
      corporation which imposes duties on, or involves services by, such
      director, officer, employee or agent with respect to an employee
      benefit plan, its participants or beneficiaries; and a person who acted
      in good faith and in a manner he reasonably believed to be in the best
      interests of the participants and beneficiaries of an employee benefit
      plan shall be deemed to have acted in a manner "not opposed to the best
      interests of the corporation" within the meaning of that term as used
      in this Article Five.

      Section 5.09.  Venue.  Any action, suit or proceeding to determine a
claim for indemnification under this Article Five may be maintained by the
person claiming such indemnification, or by the corporation, in the Court of
Common Pleas of Muskingum County, Ohio.  The corporation and (by claiming
such indemnification) each such person consent to the exercise of
jurisdiction over its or his person by the Court of Common Pleas of Muskingum
County, Ohio, in any such action, suit or proceeding.
II-5

ITEM 7.  Exemption from Registration Claimed.

      Not Applicable.

ITEM 8.  Exhibits.

      See the Exhibit Index attached hereto.

ITEM 9.   Undertakings.

      Registrant hereby undertakes:

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

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

            (ii)  To reflect in the prospectus any facts or events
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement.  Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total
                  dollar value of securities offered would not exceed that
                  which was registered) and any deviation from the low or
                  high end of the estimated maximum offering range may be
                  reflected in the form of prospectus filed with the
                  Commission pursuant to Rule 424(b) if, in the aggregate,
                  the changes in volume and price represent no more than a
                  20% change in the maximum aggregate offering price set
                  forth in the "Calculation of Registration Fee" table in
                  the effective registration statement.

            (iii) To include any additional or changed material information
                  on the plan of distribution.

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

      (2)   That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment shall
            be deemed to be a new registration statement relating to the
            securities offered therein, and the offering of such securities
            at that time shall be deemed to be the initial bona fide
            offering thereof.

      (3)   To remove from registration by means of a post-effective
            amendment any of the securities being registered which remain
            unsold at the termination of the offering.
II-6

                                 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 Zanesville, State of Ohio, on May
15, 2002.

                                       FIRST FEDERAL BANCORP, INC.

                                       By: /s/ J. William Plummer
                                           --------------------------------
                                           J. William Plummer
                                           President, Chief Executive
                                           Officer and Director

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and as of the dates indicated.

Signature                      Title                           Date
---------                      -----                           ----

/s/ J. William Plummer         President, Chief Executive      May 15, 2002
----------------------------   Officer and Director
J. William Plummer

/s/ Ward D. Coffman, III       Secretary, Director             May 15, 2002
----------------------------
Ward D. Coffman, III

/s/ Connie Ayres LaPlante      Treasurer, Director             May 15, 2002
----------------------------
Connie Ayres LaPlante

/s/ Robert D. Goodrich, II     Director                        May 15, 2002
----------------------------
Robert D. Goodrich, II

/s/ Patrick L. Hennessey       Director                        May 15, 2002
----------------------------
Patrick L. Hennessey

/s/ John C. Matesich           Chairman, Director              May 15, 2002
----------------------------
John C. Matesich

/s/ Don R. Parkhill            Director                        May 15, 2002
----------------------------
Don R. Parkhill
II-7

                                EXHIBIT INDEX

Exhibit No.      Document
-----------      --------

    4(a)         First Federal Bancorp, Inc., 2002 Stock Option and
                 Incentive Plan

    4(b)         Articles of Incorporation (Incorporated by reference to
                 Exhibit 4a(1) to the Registration Statement on Form S-8
                 filed with the SEC on February 1, 1994)

    4(c)         The Amendment to the Articles of Incorporation of Bancorp
                 (Incorporated by reference to Exhibit 4a(1) to the
                 Registration Statement on Form S-8 filed with the SEC on
                 February 1, 1994)

    5            Opinion of Vorys, Sater, Seymour and Pease LLP as to
                 legality of shares being offered

   23(a)         Consent of Independent Public Accountant

   23(b)         Consent of Vorys, Sater, Seymour and Pease LLP (contained
                 in Exhibit 5 herein)