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 Identification No.)
 incorporation or organization)

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

                         First Federal Bancorp, Inc.
      1997 Performance Stock Option Plan for Senior Executive Officers
      ----------------------------------------------------------------
                            and Outside Directors
                            ---------------------
                          (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>


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

<S>                   <C>                      <C>             <C>                     <C>
Common Shares 
No par value          54,000 shares            *               $736,920 *              $310

__________________
<F*> Of the 108,000 shares being registered, 36,000 may be purchased for 
     $9.97 per share, upon the exercise of options already granted.  The 
     offering price of the remaining 72,000 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 $10.50 per share on December 4, 1998.

</TABLE>

                                   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, 1997, 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 
      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:

                  (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 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.

            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.


ITEM 7.    Exemption from Registration Claimed.
           ------------------------------------

           Not Applicable.


ITEM 8.    Exhibits.
           ---------

           See the Exhibit Index attached hereto.


ITEM 9.    Undertakings.
           -------------

      A.   Registrant hereby undertakes:

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

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

                (ii)   To reflect in the prospectus any facts or events 
                       arising after the effective date of the registration 
                       statement (or the most recent post-effective 
                       amendment thereof) which, individually or in the 
                       aggregate, represent a fundamental change in the 
                       information set forth in the registration statement.  
                       Notwithstanding the foregoing, any increase or 
                       decrease in volume of securities offered (if the 
                       total dollar value of securities offered would not 
                       exceed that which was registered) and any deviation 
                       from the low or high 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 material information with respect to 
                       the plan of distribution not previously disclosed in 
                       the registration statement or any material change to 
                       such information in the registration statement;

                       Provided, however, That paragraphs (a)(1)(i) and 
                       (a)(1)(ii) 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.

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


                                 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 
December 2, 1998.

                                  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     December 2, 1998
--------------------------
J. William Plummer           Officer and Director

/s/ Ward D. Coffman, III     Secretary, Director            December 2, 1998
--------------------------
Ward D. Coffman, III

/s/ Connie Ayres LaPlante    Treasurer, Director            December 2, 1998
--------------------------
Connie Ayres LaPlante

/s/ Robert D. Goodrich, II   Director                       December 2, 1998
--------------------------
Robert D. Goodrich, II

/s/ Patrick L. Hennessey     Director                       December 2, 1998
--------------------------
Patrick L. Hennessey

/s/ John C. Matesich         Chairman, Director             December 2, 1998
--------------------------
John C. Matesich

/s/ Don R. Parkhill          Director                       December 2, 1998
--------------------------
Don R. Parkhill


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

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

    4(a)           First Federal Bancorp, Inc., 1997 Performance Stock 
                   Option Plan for Senior Executive Officers and Outside 
                   Directors

    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)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 37107}]
{"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": "333-68567", "film-number": "98766128"}, "business-address": {"street1": "505 MARKET STREET", "street2": "P O BOX 2865", "city": "ZANESVILLE", "state": "OH", "zip": "43702-2865", "phone": "6144530606"}, "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 Identification No.)
 incorporation or organization)

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

                         First Federal Bancorp, Inc.
      1997 Performance Stock Option Plan for Senior Executive Officers
      ----------------------------------------------------------------
                            and Outside Directors
                            ---------------------
                          (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
Proposed maximum	    Proposed maximum
Title of securities    Amount to be     offering price     aggregate offering        Amount of
 to be registered       registered        per share    	         price           registration fee
-------------------------------------------------------------------------------------------------
Common Shares 
No par value          54,000 shares            *               $736,920 *              $310

__________________
Of the 108,000 shares being registered, 36,000 may be purchased for 
     $9.97 per share, upon the exercise of options already granted.  The 
     offering price of the remaining 72,000 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 $10.50 per share on December 4, 1998.
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, 1997, 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 
      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:

                  (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 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.

            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.

ITEM 7.    Exemption from Registration Claimed.
           ------------------------------------

           Not Applicable.

ITEM 8.    Exhibits.
           ---------

           See the Exhibit Index attached hereto.

ITEM 9.    Undertakings.
           -------------

      A.   Registrant hereby undertakes:

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

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

                (ii)   To reflect in the prospectus any facts or events 
                       arising after the effective date of the registration 
                       statement (or the most recent post-effective 
                       amendment thereof) which, individually or in the 
                       aggregate, represent a fundamental change in the 
                       information set forth in the registration statement.  
                       Notwithstanding the foregoing, any increase or 
                       decrease in volume of securities offered (if the 
                       total dollar value of securities offered would not 
                       exceed that which was registered) and any deviation 
                       from the low or high 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 material information with respect to 
                       the plan of distribution not previously disclosed in 
                       the registration statement or any material change to 
                       such information in the registration statement;

                       Provided, however, That paragraphs (a)(1)(i) and 
                       (a)(1)(ii) 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.

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

                                 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 
December 2, 1998.

                                  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     December 2, 1998
--------------------------
J. William Plummer           Officer and Director

/s/ Ward D. Coffman, III     Secretary, Director            December 2, 1998
--------------------------
Ward D. Coffman, III

/s/ Connie Ayres LaPlante    Treasurer, Director            December 2, 1998
--------------------------
Connie Ayres LaPlante

/s/ Robert D. Goodrich, II   Director                       December 2, 1998
--------------------------
Robert D. Goodrich, II

/s/ Patrick L. Hennessey     Director                       December 2, 1998
--------------------------
Patrick L. Hennessey

/s/ John C. Matesich         Chairman, Director             December 2, 1998
--------------------------
John C. Matesich

/s/ Don R. Parkhill          Director                       December 2, 1998
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Don R. Parkhill

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

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

    4(a)           First Federal Bancorp, Inc., 1997 Performance Stock 
                   Option Plan for Senior Executive Officers and Outside 
                   Directors

    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)