<PAGE> 1

As filed with the Securities and Exchange Commission on January 7, 1997  
                                               Registration No. 333-
                                                                     ----
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                         FIRSTFED AMERICA BANCORP, INC.
   (exact name of registrant as specified in its certificate of incorporation)

DELAWARE                                  6035                    11-3333218
(state or other jurisdiction of     (Primary Standard           (IRS Employer 
incorporation or organization)  Classification Code Number)  Identification No.)

                                ONE FIRSTFED PARK
                          SWANSEA, MASSACHUSETTS 02777
                                 (508) 235-1500
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                 FIRST FEDERAL SAVINGS BANK OF AMERICA EMPLOYEES
                   SAVINGS AND PROFIT SHARING PLAN AND TRUSTS
                            (Full Title of the Plan)
                         -----------------------------

                                          COPIES TO:
ROBERT F. STOICO                          LAWRENCE M.F. SPACCASI, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER     LESLIE MURPHY, ESQUIRE
FIRST FEDERAL SAVINGS BANK OF AMERICA     MULDOON, MURPHY & FAUCETTE
ONE FIRSTFED PARK                         5101 WISCONSIN AVENUE, N.W.
SWANSEA, MASSACHUSETTS 02777              WASHINGTON, DC 20016
(508) 235-1500                            (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
        practicable after this Registration Statement becomes effective.
 If any of the securities being registered on this Form are to be offered on a
  delayed or continuous basis pursuant to Rule 415 under the Securities Act of
                      1933, check the following box. / X /
                                                     ----
<TABLE>
<CAPTION>

======================================================================================================
   Title of each Class of      Amount to be   Proposed Purchase   Estimated Aggregate   Registration
Securities to be Registered     Registered    Price Per Share(1)    Offering Price(2)       Fee
------------------------------------------------------------------------------------------------------
     <S>                      <C>                  <C>                 <C>                 <C>   
      Common Stock
     $.01 par Value           240,000 Shares       $21 3/4            $5,220,000          $1,540
------------------------------------------------------------------------------------------------------
      Participation
        Interests                  (3)                                 $5,107,500            (4)
======================================================================================================
</TABLE>
(1)The  average  of the high and low  prices  of the  common  stock of  FIRSTFED
   AMERICA BANCORP,  INC. (the "Common Stock") on the American Stock Exchange on
   December 31, 1997 in accordance  with Rule 457(c) under the Securities Act of
   1933, as amended (the "Securities Act").
(2)Estimated solely for the purpose of calculating the registration fee.
(3)In  addition,  pursuant  to  Rule  416(c)  under  the  Securities  Act,  this
   registration statement also covers an indeterminate amount of interests to be
   offered or sold pursuant to the employee benefit plan described herein.
(4)The  securities  of FIRSTFED  AMERICA  BANCORP,  INC.  (the  "Company" or the
   "Registrant")  to be  purchased  by First  Federal  Savings  Bank of  America
   Employees  Savings  and Profit  Sharing  Plan and Trusts are  included in the
   amount shown for Common Stock.  Accordingly,  pursuant to Rule 457(h)(2),  no
   separate fee is required for the participation  interests. In accordance with
   Rule  457(h)  under  the  Securities  Act,  the  registration  fee  has  been
   calculated  on the basis of the number of shares of Common  Stock that may be
   purchased with the current assets of such Plan.

THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.
Number of Pages 11
Exhibit Index begins on Page 9

                                        1

<PAGE> 2



FIRSTFED AMERICA BANCORP, INC.

PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The documents  containing the information for First Federal Savings
Bank of America  Employees  Savings and Profit Sharing Plan and Trusts  ("Profit
Sharing Plan") required by Part I of the Registration  Statement will be sent or
given to the  participants  in the  Profit  Sharing  Plan as  specified  by Rule
428(b)(1).  Such  documents  are not  filed  with the  Securities  and  Exchange
Commission (the "SEC") either as a part of this  Registration  Statement or as a
prospectus  or  prospectus  supplement  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 following  documents  filed or to be filed with the SEC are  incorporated by
reference in this Registration Statement:

      (a) The  Company's  Annual  Report on Form 10-K for the fiscal  year ended
March 31, 1997, which includes the consolidated balance sheets of the Company as
of  March  31,  1997  and  1996,  and the  related  consolidated  statements  of
operations, changes in stockholders' equity and cash flows for each of the years
in the three-year  period ended March 31, 1997,  together with the related notes
(File No. 1-12305) filed with the SEC on June 30, 1997.
      (b) The Profit  Sharing  Plan's annual report on Form 11-KA for the fiscal
year ended  December  31,  1996,  which  includes  the  statement  of net assets
available for plan benefits of the Profit  Sharing Plan as of December 31, 1996,
and the related  statements of changes in net assets available for plan benefits
for the  one-month  period ended  December 31, 1996,  together  with the related
notes and schedules as required by ERISA (File No. 1-12305)  filed with the  SEC
on July 10, 1997.
      (c) The Form 10-Q  reports  filed by the Company  for the fiscal  quarters
ended June 30, 1997, and September 30, 1997 (File No.  0-12305),  filed with the
SEC on August 14, 1997 and November 13, 1997, respectively.
      (d)  The  description  of the  Company's  Common  Stock  contained  in the
Registrant's  Form 8-A (File No.  0-12305),  as filed with the SEC  pursuant  to
Section 12(g) of the Securities  Exchange Act of 1934 (the  "Exchange  Act") and
Rule 12b-15 promulgated thereunder on October 10, 1996 and declared effective on
November 12, 1996, as incorporated by reference from the Company's  Registration
Statement on Form S-1 (SEC file No.  333-12855)  declared  effective on November
12, 1996.
      (e) All documents filed by the Company and the Profit Sharing Plan,  where
applicable,  pursuant to Section  13(a) and (c), 14 or 15(d) of the Exchange Act
after the date  hereof  and prior to the  filing of a  post-effective  amendment
which deregisters all securities then remaining unsold.

       ANY STATEMENT CONTAINED IN THIS REGISTRATION  STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE  HEREIN,  SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT TO THE
EXTENT THAT A STATEMENT  CONTAINED  HEREIN, OR IN ANY OTHER  SUBSEQUENTLY  FILED
DOCUMENT WHICH ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR
SUPERSEDED  SHALL  NOT BE  DEEMED,  EXCEPT  AS SO  MODIFIED  OR  SUPERSEDED,  TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

                                        2

<PAGE> 3



ITEM 4.  DESCRIPTION OF SECURITIES

      The Common  Stock to be offered  pursuant to the Profit  Sharing  Plan has
been  registered  pursuant to Section 12 of the  Exchange  Act.  Accordingly,  a
description of the Common Stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

      The  consolidated  balance  sheets of the Company and  subsidiaries  as of
March 31, 1997 and 1996, and the related consolidated  statements of operations,
changes  in  stockholders'  equity  and cash  flows for each of the years in the
three-year period ended March 31, 1997,  together with the related notes and the
report of KPMG Peat Marwick LLP, independent certified public accountants, dated
May 16, 1997 incorporated by reference in this Registration Statement, have been
incorporated  herein in reliance  upon the  authority of said firm as experts in
accounting and auditing.

      The statements of assets  available for distribution of the Profit Sharing
Plan as of December 31, 1996 and 1995, and the related  statements of changes in
assets available for  distribution  for the years then ended,  together with the
related  notes,  schedules  and the  report of  Deloitte  & Touche,  independent
certified public accountants,  dated March 14, 1997 incorporated by reference in
this Registration Statement,  have been incorporated herein in reliance upon the
authority of said firm as experts in accounting and auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent  permissible by the general  corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment  provides broader  indemnification  provisions than currently  exists.
This indemnification applies to the Board of Directors who administer the Profit
Sharing Plan.

In accordance  with the General  Corporation Law of the State of Delaware (being
Chapter  1 of  Title  8 of  the  Delaware  Code),  Articles  10  and  11 of  the
Registrant's Certificate of Incorporation provide as follows:

TENTH:

A. Each person who was or is made a party or is threatened to be made a party to
or is  otherwise  involved in any action,  suit or  proceeding,  whether  civil,
criminal,  administrative  or  investigative  (hereinafter a  "proceeding"),  by
reason  of the fact that he or she is or was a  Director  or an  Officer  of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee  or agent,  or in any  other  capacity  while  serving  as a  Director,
Officer,  employee  or agent,  shall be  indemnified  and held  harmless  by the
Corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may  hereafter  be amended  (but,  in the case of any
such amendment,  only to the extent that such amendment  permits the Corporation
to  provide  broader   indemnification   rights  than  such  law  permitted  the
Corporation to provide prior to such amendment),  against all expense, liability
and loss (including  attorneys' fees,  judgments,  fines,  ERISA excise taxes or
penalties  and amounts paid in  settlement)  reasonably  incurred or suffered by
such indemnitee in connection  therewith;  provided,  however,  that,  except as
provided in Section C hereof with respect to  proceedings  to enforce  rights to
indemnification,   the  Corporation  shall  indemnify  any  such  indemnitee  in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.


                                        3

<PAGE> 4



B. The right to  indemnification  conferred in Section A of this  Article  TENTH
shall include the right to be paid by the Corporation  the expenses  incurred in
defending any such proceeding in advance of its final  disposition  (hereinafter
an "advancement of expenses");  provided, however, that, if the Delaware General
Corporation Law requires,  an advancement of expenses  incurred by an indemnitee
in his or her capacity as a Director or Officer  (and not in any other  capacity
in which  service  was or is  rendered by such  indemnitee,  including,  without
limitation,  services  to an  employee  benefit  plan)  shall be made  only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such  indemnitee,  to repay all  amounts so advanced if it shall
ultimately  be  determined  by final  judicial  decision  from which there is no
further  right  to  appeal  (hereinafter  a  "final   adjudication")  that  such
indemnitee  is not  entitled  to be  indemnified  for such  expenses  under this
Section or otherwise.  The rights to  indemnification  and to the advancement of
expenses  conferred in Sections A and B of this Article  TENTH shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
Director,  Officer,  employee  or agent and shall  inure to the  benefit  of the
indemnitee's heirs, executors and administrators.

C. If a claim under  Section A or B of this Article TENTH is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation,  except in the case of a claim for an advancement  of expenses,  in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter  bring suit against the Corporation to recover the unpaid amount
of the claim.  If  successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an  undertaking,  the indemnitee  shall be entitled to be paid also the
expenses of  prosecuting  or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to  indemnification  hereunder  (but not in a suit
brought by the  indemnitee to enforce a right to an  advancement of expenses) it
shall be a defense that,  and (ii) in any suit by the  Corporation to recover an
advancement of expenses  pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final  adjudication  that, the
indemnitee has not met any applicable  standard for indemnification set forth in
the Delaware  General  Corporation  Law.  Neither the failure of the Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
suit that  indemnification  of the  indemnitee  is  proper in the  circumstances
because the indemnitee  has met the applicable  standard of conduct set forth in
the  Delaware  General  Corporation  Law,  nor an  actual  determination  by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification  or to an advancement of expenses  hereunder,
or by the  Corporation  to recover an  advancement  of expenses  pursuant to the
terms of an  undertaking,  the  burden of  proving  that the  indemnitee  is not
entitled  to be  indemnified,  or to such  advancement  of  expenses  under this
Article TENTH, or otherwise shall be on the Corporation.

D. The rights to indemnification and to the advancement of expenses conferred in
this  Article  TENTH shall not be  exclusive of any other right which any person
may have or hereafter acquire under any statute,  the Corporation's  Certificate
of  Incorporation,  Bylaws,  agreement,  vote of stockholders  or  Disinterested
Directors or otherwise.

E. The Corporation may maintain insurance, at its expense, to protect itself and
any Director,  Officer,  employee or agent of the  Corporation  or subsidiary or
Affiliate or another  corporation,  partnership,  joint venture,  trust or other
enterprise  against  any  expense,   liability  or  loss,  whether  or  not  the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

F. The Corporation may, to the extent  authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of expenses
to any  employee  or agent  of the  Corporation  to the  fullest  extent  of the
provisions  of this  Article  TENTH  with  respect  to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.



                                        4

<PAGE> 5



ELEVENTH:
--------

A Director of this Corporation shall not be personally liable to the Corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
Director,  except for liability:  (i) for any breach of the  Director's  duty of
loyalty to the Corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware  General  Corporation  Law, or (iv)
for any  transaction  from  which the  Director  derived  an  improper  personal
benefit.  If the  Delaware  General  Corporation  Law is  amended  to  authorize
corporate  action  further  eliminating  or limiting the  personal  liability of
Directors,  then  the  liability  of a  Director  of the  Corporation  shall  be
eliminated or limited to the fullest  extent  permitted by the Delaware  General
Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation  shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.

      The  Registrant  is also  permitted to maintain  directors'  and officers'
liability  insurance  covering  its  directors  and  officers and has obtained a
directors' and officers'  liability and corporation  reimbursement  policy which
(subject to certain limits and  deductibles)  (i) insures officers and directors
of the Registrant  against loss arising from certain claims made against them by
reason  of  their  being  such  directors  or  officers,  and (ii)  insures  the
Registrant  against  loss  which  it  may be  required  or  permitted  to pay as
indemnification due its directors or officers for certain claims.

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

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.

ITEM 8.   LIST OF EXHIBITS

      The following  exhibits are filed with or  incorporated  by reference into
this  Registration  Statement on Form S-8  (numbering  corresponds  generally to
Exhibit Table in Item 601 of Regulation S-K):

      4        Stock Certificate of FIRSTFED AMERICA BANCORP, INC.1

      8        Tax Opinion not required.  The Registrant has submitted or hereby
               undertakes  to submit the Profit  Sharing Plan and any  amendment
               thereto  to the  Internal  Revenue  Service  ("IRS")  in a timely
               manner and has made or will make all changes  required by the IRS
               in order to qualify the plan.

      23.1     Consent of KPMG Peat Marwick LLP.

      24       Power of Attorney is located on the signature pages.

--------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
  in the  Registration  Statement on Form S-1 (SEC No.  333-12855),  as amended,
  filed with the SEC on  September  27, 1996 and declared  effective on November
  12, 1996.


                                        5

<PAGE> 6



ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

      (1)   To file, during any period in which it offers or sells securities, a
            post-effective amendment to this Registration Statement to:

            (i)   Include  any  Prospectus required  by  Section 10(a)(3) of the
                  Securities Act;

            (ii)  Reflect   in  the   Prospectus  any  facts  or  events  which,
                  individually  or together,  represent a fundamental  change in
                  the information 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 a 20 percent  change in the  maximum  aggregate  offering
                  price set forth in the "Calculation of Registration Fee" table
                  in the effective registration statement; and

            (iii) Include any additional or changed material  information on the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information   in  the   Registration   Statement   unless  the
                  information  required by (i) and (ii) is contained in periodic
                  reports  filed by the  Registrant  pursuant  to  Section 13 or
                  15(d) of the Exchange Act that are  incorporated  by reference
                  into this Registration Statement;

      (2)   For  determining  liability  under the Securities Act, to treat each
            post-effective  amendment  as a new  Registration  Statement  of the
            securities offered,  and the offering of the securities at that time
            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)   That, for purposes of determining any liability under the Securities
            Act,  each filing of the  Registrant's  or the Plan's  annual report
            pursuant  to  Section  13(a) or 15(d)  of the  Exchange  Act 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.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to trustees,  officers and  controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant has been advised that in the opinion of the SEC such  indemnification
is  against   public  policy  as  expressed  in  the  Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  trustee,  officer  or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
trustee,  officer or controlling  person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                                        6

<PAGE> 7



CONFORMED
                                   SIGNATURES

            Pursuant to the requirements of the Securities Act, FIRSTFED AMERICA
BANCORP,  INC. 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 County of Bristol,  Commonwealth of  Massachusetts,  on
January 5, 1998.

                                FIRSTFED AMERICA BANCORP, INC.



                                By:   /s/ Robert F. Stoico
                                      --------------------------------
                                      Robert F. Stoico
                                      Director, Chairman of the Board, President
                                      and Chief Executive Officer


      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.

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below (other than Mr. Stoico)  constitutes and appoints Robert F. Stoico and Mr.
Stoico hereby  constitutes and appoints  Edward A. Hjerpe,  III, as the true and
lawful   attorney-in-fact   and  agent  with  full  power  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities to sign any or all amendments to the Form S-8 Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection  therewith,   with  the  U.S.  Securities  and  Exchange  Commission,
respectively,  granting  unto said  attorney-in-fact  and agent  full  power and
authority  to do and  perform  each  and  every  act and  things  requisite  and
necessary  to be done as fully to all intents and  purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.


    Name                                                    Date
    ----                                                    ----


/s/ Robert F. Stoico                                        January 5, 1998
 ------------------------------------------          
Robert F. Stoico
Director, Chairman of the Board, President
and Chief Executive Officer
(principal executive officer)



/s/ Edward A. Hjerpe, III                                  January 5, 1998
--------------------------------------------
Edward A. Hjerpe, III
Senior Vice President, Chief Financial Officer
and Treasurer
(principal accounting and financial officer)



/s/ Gilbert C. Oliveira                                    January 5, 1998
--------------------------------------------
Gilbert C. Oliveira
Director

                                        7

<PAGE> 8





/s/ Thomas A. Rodgers, Jr.                                 January 5, 1998
---------------------------------------
Thomas A. Rodgers, Jr.
Director



/s/ Richard W. Cederberg                                   January 5, 1998
---------------------------------------
Richard W. Cederberg
Director



/s/ John S. Holden, Jr.                                    January 5, 1998
---------------------------------------
John S. Holden, Jr.
Director


/s/ Dr. Paul A. Raymond                                    January 5, 1998
---------------------------------------
Dr. Paul A. Raymond
Director



/s/ Anthony L. Sylvia                                      January 5, 1998
---------------------------------------
Anthony L. Sylvia
Director


THE PLAN.

    Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other  persons who  administer  the Profit  Sharing  Plan) have duly caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the County of Bristol,  Commonwealth of  Massachusetts,  on
January 5, 1998.

                                 First Federal Savings Bank of America Employees
                                 Savings and Profit Sharing Plan and Trusts



                                 By: /s/ Robert F. Stoico
                                     -------------------------------------------
                                     Robert F. Stoico
                                     President and Chief Executive Officer of
                                     First Federal Savings Bank of America,
                                     Plan Sponsor


                                        8

<PAGE> 9

<TABLE>
<CAPTION>


                                  EXHIBIT INDEX
                                  -------------


                                                                                                  Sequentially
                                                                                                    Numbered
                                                                                                      Page
 Exhibit No.     Description              Method of Filing                                          Location
------------     ------------------       --------------------------------------------------      -------------

    <S>          <C>                      <C>                                                          <C>
      4          Stock Certificate of     Incorporated herein by reference from the Exhibits           --
                 FIRSTFED AMERICA         of the Registrant's Registration Statement on Form
                 BANCORP, INC.            S-1 filed with the SEC on September 27, 1996 and
                                          declared effective on November 12, 1996 (SEC
                                          No. 333-12855).

    23.1         Consent of KPMG          Filed herewith.                                              11
                 Peat Marwick LLP

     24          Power of Attorney        Located on the signature page.                               --

</TABLE>
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{"company-data": {"conformed-name": "FIRSTFED AMERICA BANCORP INC", "cik": "0001023640", "assigned-sic": "6035", "irs-number": "043331237", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43801", "film-number": "98501865"}, "business-address": {"street1": "ONE NORTH MAIN STREET", "city": "FALL RIVER", "state": "MA", "zip": "02720", "phone": "5086798181"}, "mail-address": {"street1": "ONE NORTH MAIN STREET", "city": "FALL RIVER", "state": "MA", "zip": "02720"}}
1

As filed with the Securities and Exchange Commission on January 7, 1997  
                                               Registration No. 333-
                                                                     ----
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                         FIRSTFED AMERICA BANCORP, INC.
   (exact name of registrant as specified in its certificate of incorporation)

DELAWARE                                  6035                    11-3333218
(state or other jurisdiction of     (Primary Standard           (IRS Employer 
incorporation or organization)  Classification Code Number)  Identification No.)

                                ONE FIRSTFED PARK
                          SWANSEA, MASSACHUSETTS 02777
                                 (508) 235-1500
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                 FIRST FEDERAL SAVINGS BANK OF AMERICA EMPLOYEES
                   SAVINGS AND PROFIT SHARING PLAN AND TRUSTS
                            (Full Title of the Plan)
                         -----------------------------

                                          COPIES TO:
ROBERT F. STOICO                          LAWRENCE M.F. SPACCASI, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER     LESLIE MURPHY, ESQUIRE
FIRST FEDERAL SAVINGS BANK OF AMERICA     MULDOON, MURPHY & FAUCETTE
ONE FIRSTFED PARK                         5101 WISCONSIN AVENUE, N.W.
SWANSEA, MASSACHUSETTS 02777              WASHINGTON, DC 20016
(508) 235-1500                            (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
        practicable after this Registration Statement becomes effective.
 If any of the securities being registered on this Form are to be offered on a
  delayed or continuous basis pursuant to Rule 415 under the Securities Act of
                      1933, check the following box. / X /
                                                     ----
======================================================================================================
   Title of each Class of      Amount to be   Proposed Purchase   Estimated Aggregate   Registration
Securities to be Registered     Registered    Price Per Share(1)    Offering Price(2)       Fee
------------------------------------------------------------------------------------------------------
Common Stock
     $.01 par Value           240,000 Shares       $21 3/4            $5,220,000          $1,540
------------------------------------------------------------------------------------------------------
      Participation
        Interests                  (3)                                 $5,107,500            (4)
======================================================================================================
(1)The  average  of the high and low  prices  of the  common  stock of  FIRSTFED
   AMERICA BANCORP,  INC. (the "Common Stock") on the American Stock Exchange on
   December 31, 1997 in accordance  with Rule 457(c) under the Securities Act of
   1933, as amended (the "Securities Act").
(2)Estimated solely for the purpose of calculating the registration fee.
(3)In  addition,  pursuant  to  Rule  416(c)  under  the  Securities  Act,  this
   registration statement also covers an indeterminate amount of interests to be
   offered or sold pursuant to the employee benefit plan described herein.
(4)The  securities  of FIRSTFED  AMERICA  BANCORP,  INC.  (the  "Company" or the
   "Registrant")  to be  purchased  by First  Federal  Savings  Bank of  America
   Employees  Savings  and Profit  Sharing  Plan and Trusts are  included in the
   amount shown for Common Stock.  Accordingly,  pursuant to Rule 457(h)(2),  no
   separate fee is required for the participation  interests. In accordance with
   Rule  457(h)  under  the  Securities  Act,  the  registration  fee  has  been
   calculated  on the basis of the number of shares of Common  Stock that may be
   purchased with the current assets of such Plan.

THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.
Number of Pages 11
Exhibit Index begins on Page 9

                                        1
2

FIRSTFED AMERICA BANCORP, INC.

PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The documents  containing the information for First Federal Savings
Bank of America  Employees  Savings and Profit Sharing Plan and Trusts  ("Profit
Sharing Plan") required by Part I of the Registration  Statement will be sent or
given to the  participants  in the  Profit  Sharing  Plan as  specified  by Rule
428(b)(1).  Such  documents  are not  filed  with the  Securities  and  Exchange
Commission (the "SEC") either as a part of this  Registration  Statement or as a
prospectus  or  prospectus  supplement  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 following  documents  filed or to be filed with the SEC are  incorporated by
reference in this Registration Statement:

      (a) The  Company's  Annual  Report on Form 10-K for the fiscal  year ended
March 31, 1997, which includes the consolidated balance sheets of the Company as
of  March  31,  1997  and  1996,  and the  related  consolidated  statements  of
operations, changes in stockholders' equity and cash flows for each of the years
in the three-year  period ended March 31, 1997,  together with the related notes
(File No. 1-12305) filed with the SEC on June 30, 1997.
      (b) The Profit  Sharing  Plan's annual report on Form 11-KA for the fiscal
year ended  December  31,  1996,  which  includes  the  statement  of net assets
available for plan benefits of the Profit  Sharing Plan as of December 31, 1996,
and the related  statements of changes in net assets available for plan benefits
for the  one-month  period ended  December 31, 1996,  together  with the related
notes and schedules as required by ERISA (File No. 1-12305)  filed with the  SEC
on July 10, 1997.
      (c) The Form 10-Q  reports  filed by the Company  for the fiscal  quarters
ended June 30, 1997, and September 30, 1997 (File No.  0-12305),  filed with the
SEC on August 14, 1997 and November 13, 1997, respectively.
      (d)  The  description  of the  Company's  Common  Stock  contained  in the
Registrant's  Form 8-A (File No.  0-12305),  as filed with the SEC  pursuant  to
Section 12(g) of the Securities  Exchange Act of 1934 (the  "Exchange  Act") and
Rule 12b-15 promulgated thereunder on October 10, 1996 and declared effective on
November 12, 1996, as incorporated by reference from the Company's  Registration
Statement on Form S-1 (SEC file No.  333-12855)  declared  effective on November
12, 1996.
      (e) All documents filed by the Company and the Profit Sharing Plan,  where
applicable,  pursuant to Section  13(a) and (c), 14 or 15(d) of the Exchange Act
after the date  hereof  and prior to the  filing of a  post-effective  amendment
which deregisters all securities then remaining unsold.

       ANY STATEMENT CONTAINED IN THIS REGISTRATION  STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE  HEREIN,  SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT TO THE
EXTENT THAT A STATEMENT  CONTAINED  HEREIN, OR IN ANY OTHER  SUBSEQUENTLY  FILED
DOCUMENT WHICH ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR
SUPERSEDED  SHALL  NOT BE  DEEMED,  EXCEPT  AS SO  MODIFIED  OR  SUPERSEDED,  TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

                                        2
3

ITEM 4.  DESCRIPTION OF SECURITIES

      The Common  Stock to be offered  pursuant to the Profit  Sharing  Plan has
been  registered  pursuant to Section 12 of the  Exchange  Act.  Accordingly,  a
description of the Common Stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

      The  consolidated  balance  sheets of the Company and  subsidiaries  as of
March 31, 1997 and 1996, and the related consolidated  statements of operations,
changes  in  stockholders'  equity  and cash  flows for each of the years in the
three-year period ended March 31, 1997,  together with the related notes and the
report of KPMG Peat Marwick LLP, independent certified public accountants, dated
May 16, 1997 incorporated by reference in this Registration Statement, have been
incorporated  herein in reliance  upon the  authority of said firm as experts in
accounting and auditing.

      The statements of assets  available for distribution of the Profit Sharing
Plan as of December 31, 1996 and 1995, and the related  statements of changes in
assets available for  distribution  for the years then ended,  together with the
related  notes,  schedules  and the  report of  Deloitte  & Touche,  independent
certified public accountants,  dated March 14, 1997 incorporated by reference in
this Registration Statement,  have been incorporated herein in reliance upon the
authority of said firm as experts in accounting and auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent  permissible by the general  corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment  provides broader  indemnification  provisions than currently  exists.
This indemnification applies to the Board of Directors who administer the Profit
Sharing Plan.

In accordance  with the General  Corporation Law of the State of Delaware (being
Chapter  1 of  Title  8 of  the  Delaware  Code),  Articles  10  and  11 of  the
Registrant's Certificate of Incorporation provide as follows:

TENTH:

A. Each person who was or is made a party or is threatened to be made a party to
or is  otherwise  involved in any action,  suit or  proceeding,  whether  civil,
criminal,  administrative  or  investigative  (hereinafter a  "proceeding"),  by
reason  of the fact that he or she is or was a  Director  or an  Officer  of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee  or agent,  or in any  other  capacity  while  serving  as a  Director,
Officer,  employee  or agent,  shall be  indemnified  and held  harmless  by the
Corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may  hereafter  be amended  (but,  in the case of any
such amendment,  only to the extent that such amendment  permits the Corporation
to  provide  broader   indemnification   rights  than  such  law  permitted  the
Corporation to provide prior to such amendment),  against all expense, liability
and loss (including  attorneys' fees,  judgments,  fines,  ERISA excise taxes or
penalties  and amounts paid in  settlement)  reasonably  incurred or suffered by
such indemnitee in connection  therewith;  provided,  however,  that,  except as
provided in Section C hereof with respect to  proceedings  to enforce  rights to
indemnification,   the  Corporation  shall  indemnify  any  such  indemnitee  in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

                                        3
4

B. The right to  indemnification  conferred in Section A of this  Article  TENTH
shall include the right to be paid by the Corporation  the expenses  incurred in
defending any such proceeding in advance of its final  disposition  (hereinafter
an "advancement of expenses");  provided, however, that, if the Delaware General
Corporation Law requires,  an advancement of expenses  incurred by an indemnitee
in his or her capacity as a Director or Officer  (and not in any other  capacity
in which  service  was or is  rendered by such  indemnitee,  including,  without
limitation,  services  to an  employee  benefit  plan)  shall be made  only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such  indemnitee,  to repay all  amounts so advanced if it shall
ultimately  be  determined  by final  judicial  decision  from which there is no
further  right  to  appeal  (hereinafter  a  "final   adjudication")  that  such
indemnitee  is not  entitled  to be  indemnified  for such  expenses  under this
Section or otherwise.  The rights to  indemnification  and to the advancement of
expenses  conferred in Sections A and B of this Article  TENTH shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
Director,  Officer,  employee  or agent and shall  inure to the  benefit  of the
indemnitee's heirs, executors and administrators.

C. If a claim under  Section A or B of this Article TENTH is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation,  except in the case of a claim for an advancement  of expenses,  in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter  bring suit against the Corporation to recover the unpaid amount
of the claim.  If  successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an  undertaking,  the indemnitee  shall be entitled to be paid also the
expenses of  prosecuting  or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to  indemnification  hereunder  (but not in a suit
brought by the  indemnitee to enforce a right to an  advancement of expenses) it
shall be a defense that,  and (ii) in any suit by the  Corporation to recover an
advancement of expenses  pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final  adjudication  that, the
indemnitee has not met any applicable  standard for indemnification set forth in
the Delaware  General  Corporation  Law.  Neither the failure of the Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
suit that  indemnification  of the  indemnitee  is  proper in the  circumstances
because the indemnitee  has met the applicable  standard of conduct set forth in
the  Delaware  General  Corporation  Law,  nor an  actual  determination  by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification  or to an advancement of expenses  hereunder,
or by the  Corporation  to recover an  advancement  of expenses  pursuant to the
terms of an  undertaking,  the  burden of  proving  that the  indemnitee  is not
entitled  to be  indemnified,  or to such  advancement  of  expenses  under this
Article TENTH, or otherwise shall be on the Corporation.

D. The rights to indemnification and to the advancement of expenses conferred in
this  Article  TENTH shall not be  exclusive of any other right which any person
may have or hereafter acquire under any statute,  the Corporation's  Certificate
of  Incorporation,  Bylaws,  agreement,  vote of stockholders  or  Disinterested
Directors or otherwise.

E. The Corporation may maintain insurance, at its expense, to protect itself and
any Director,  Officer,  employee or agent of the  Corporation  or subsidiary or
Affiliate or another  corporation,  partnership,  joint venture,  trust or other
enterprise  against  any  expense,   liability  or  loss,  whether  or  not  the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

F. The Corporation may, to the extent  authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of expenses
to any  employee  or agent  of the  Corporation  to the  fullest  extent  of the
provisions  of this  Article  TENTH  with  respect  to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

                                        4
5

ELEVENTH:
--------

A Director of this Corporation shall not be personally liable to the Corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
Director,  except for liability:  (i) for any breach of the  Director's  duty of
loyalty to the Corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware  General  Corporation  Law, or (iv)
for any  transaction  from  which the  Director  derived  an  improper  personal
benefit.  If the  Delaware  General  Corporation  Law is  amended  to  authorize
corporate  action  further  eliminating  or limiting the  personal  liability of
Directors,  then  the  liability  of a  Director  of the  Corporation  shall  be
eliminated or limited to the fullest  extent  permitted by the Delaware  General
Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation  shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.

      The  Registrant  is also  permitted to maintain  directors'  and officers'
liability  insurance  covering  its  directors  and  officers and has obtained a
directors' and officers'  liability and corporation  reimbursement  policy which
(subject to certain limits and  deductibles)  (i) insures officers and directors
of the Registrant  against loss arising from certain claims made against them by
reason  of  their  being  such  directors  or  officers,  and (ii)  insures  the
Registrant  against  loss  which  it  may be  required  or  permitted  to pay as
indemnification due its directors or officers for certain claims.

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

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.

ITEM 8.   LIST OF EXHIBITS

      The following  exhibits are filed with or  incorporated  by reference into
this  Registration  Statement on Form S-8  (numbering  corresponds  generally to
Exhibit Table in Item 601 of Regulation S-K):

      4        Stock Certificate of FIRSTFED AMERICA BANCORP, INC.1

      8        Tax Opinion not required.  The Registrant has submitted or hereby
               undertakes  to submit the Profit  Sharing Plan and any  amendment
               thereto  to the  Internal  Revenue  Service  ("IRS")  in a timely
               manner and has made or will make all changes  required by the IRS
               in order to qualify the plan.

      23.1     Consent of KPMG Peat Marwick LLP.

      24       Power of Attorney is located on the signature pages.

--------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
  in the  Registration  Statement on Form S-1 (SEC No.  333-12855),  as amended,
  filed with the SEC on  September  27, 1996 and declared  effective on November
  12, 1996.

                                        5
6

ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

      (1)   To file, during any period in which it offers or sells securities, a
            post-effective amendment to this Registration Statement to:

            (i)   Include  any  Prospectus required  by  Section 10(a)(3) of the
                  Securities Act;

            (ii)  Reflect   in  the   Prospectus  any  facts  or  events  which,
                  individually  or together,  represent a fundamental  change in
                  the information 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 a 20 percent  change in the  maximum  aggregate  offering
                  price set forth in the "Calculation of Registration Fee" table
                  in the effective registration statement; and

            (iii) Include any additional or changed material  information on the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information   in  the   Registration   Statement   unless  the
                  information  required by (i) and (ii) is contained in periodic
                  reports  filed by the  Registrant  pursuant  to  Section 13 or
                  15(d) of the Exchange Act that are  incorporated  by reference
                  into this Registration Statement;

      (2)   For  determining  liability  under the Securities Act, to treat each
            post-effective  amendment  as a new  Registration  Statement  of the
            securities offered,  and the offering of the securities at that time
            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)   That, for purposes of determining any liability under the Securities
            Act,  each filing of the  Registrant's  or the Plan's  annual report
            pursuant  to  Section  13(a) or 15(d)  of the  Exchange  Act 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.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to trustees,  officers and  controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant has been advised that in the opinion of the SEC such  indemnification
is  against   public  policy  as  expressed  in  the  Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  trustee,  officer  or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
trustee,  officer or controlling  person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                        6
7

CONFORMED
                                   SIGNATURES

            Pursuant to the requirements of the Securities Act, FIRSTFED AMERICA
BANCORP,  INC. 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 County of Bristol,  Commonwealth of  Massachusetts,  on
January 5, 1998.

                                FIRSTFED AMERICA BANCORP, INC.

                                By:   /s/ Robert F. Stoico
                                      --------------------------------
                                      Robert F. Stoico
                                      Director, Chairman of the Board, President
                                      and Chief Executive Officer

      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.

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below (other than Mr. Stoico)  constitutes and appoints Robert F. Stoico and Mr.
Stoico hereby  constitutes and appoints  Edward A. Hjerpe,  III, as the true and
lawful   attorney-in-fact   and  agent  with  full  power  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities to sign any or all amendments to the Form S-8 Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection  therewith,   with  the  U.S.  Securities  and  Exchange  Commission,
respectively,  granting  unto said  attorney-in-fact  and agent  full  power and
authority  to do and  perform  each  and  every  act and  things  requisite  and
necessary  to be done as fully to all intents and  purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

    Name                                                    Date
    ----                                                    ----

/s/ Robert F. Stoico                                        January 5, 1998
 ------------------------------------------          
Robert F. Stoico
Director, Chairman of the Board, President
and Chief Executive Officer
(principal executive officer)

/s/ Edward A. Hjerpe, III                                  January 5, 1998
--------------------------------------------
Edward A. Hjerpe, III
Senior Vice President, Chief Financial Officer
and Treasurer
(principal accounting and financial officer)

/s/ Gilbert C. Oliveira                                    January 5, 1998
--------------------------------------------
Gilbert C. Oliveira
Director

                                        7
8

/s/ Thomas A. Rodgers, Jr.                                 January 5, 1998
---------------------------------------
Thomas A. Rodgers, Jr.
Director

/s/ Richard W. Cederberg                                   January 5, 1998
---------------------------------------
Richard W. Cederberg
Director

/s/ John S. Holden, Jr.                                    January 5, 1998
---------------------------------------
John S. Holden, Jr.
Director

/s/ Dr. Paul A. Raymond                                    January 5, 1998
---------------------------------------
Dr. Paul A. Raymond
Director

/s/ Anthony L. Sylvia                                      January 5, 1998
---------------------------------------
Anthony L. Sylvia
Director

THE PLAN.

    Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other  persons who  administer  the Profit  Sharing  Plan) have duly caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the County of Bristol,  Commonwealth of  Massachusetts,  on
January 5, 1998.

                                 First Federal Savings Bank of America Employees
                                 Savings and Profit Sharing Plan and Trusts

                                 By: /s/ Robert F. Stoico
                                     -------------------------------------------
                                     Robert F. Stoico
                                     President and Chief Executive Officer of
                                     First Federal Savings Bank of America,
                                     Plan Sponsor

                                        8
9
EXHIBIT INDEX
                                  -------------

                                                                                                  Sequentially
                                                                                                    Numbered
                                                                                                      Page
 Exhibit No.     Description              Method of Filing                                          Location
------------     ------------------       --------------------------------------------------      -------------
4          Stock Certificate of     Incorporated herein by reference from the Exhibits           --
                 FIRSTFED AMERICA         of the Registrant's Registration Statement on Form
                 BANCORP, INC.            S-1 filed with the SEC on September 27, 1996 and
                                          declared effective on November 12, 1996 (SEC
                                          No. 333-12855).

    23.1         Consent of KPMG          Filed herewith.                                              11
                 Peat Marwick LLP

     24          Power of Attorney        Located on the signature page.                               --