<PAGE> 1

As  filed  with  the  Securities  and  Exchange  Commission  on  August 26, 1998
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 Charter)
  DELAWARE                              6035                      11-3333218
(State of                        (Primary Standard              (IRS Employer
Incorporation                     Classification             Identification No.)
                                    Code Number)

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

               FIRSTFED AMERICA BANCORP, INC. 1998 STOCK OPTION PLAN
                             (Full Title of the Plan)

                                                    COPIES TO:
   ROBERT F. STOICO                                 LESLIE MURPHY, ESQ.
   PRESIDENT AND CHIEF EXECUTIVE OFFICER            LAWRENCE M.F. SPACCASI, ESQ.
   FIRST FEDERAL SAVINGS BANK OF AMERICA            MULDOON, MURPHY & FAUCETTE
   ONE FIRSTFED PARK                                5101 WISCONSIN AVENUE, N.W.
   SWANSEA MALL DRIVE                               WASHINGTON, D.C.  20016
   SWANSEA, MASSACHUSETTS 02777                     (202) 362-0840
   (508) 235-1500
   (Name, Address and Telephone Number of Agent for Service)


<TABLE>
<CAPTION>

====================================================================================================================
                                    CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
  Title of Class of            Proposed Amount       Proposed Purchase     Estimated Aggregate       Amount of
Securities to be Registered    to be Registered 1    Amount Per Share        Offering Price 2      Registration Fee
--------------------------------------------------------------------------------------------------------------------
<S>                           <C>                      <C>                     <C>                    <C>   
Common Stock, $.01 par        413,589 shares 3         $16.4375 4              $6,798,369             $2,006
value
====================================================================================================================

1  Together  with an  indeterminate  number of  additional  shares  which may be necessary to adjust the number  of
   shares  reserved  for issuance  pursuant to  the FIRSTFED AMERICA  BANCORP,  INC. 1998 Stock  Option  Plan  (the
   "1998 Plan") as the result of a stock split,  stock dividend or similar  adjustment of  the  outstanding  common
   stock of FIRSTFED  AMERICA BANCORP,  INC.  pursuant to 17  C.F.R. Section 230.416(a).
2  Estimated solely for purposes of calculating the registration fee.
3  Pursuant to 17 C.F.R. Section 230.4457(h)(1), represents the  total number of shares subject to options under the 1998
   Plan prior to any  adjustment as permitted under the 1998 Plan.
4  None of the options  under the 1998 Plan have been  granted,  therefore  the  proposed  purchase price per share
   has been  determined by  the  average of the  high and  low  prices  ($16.4375)  reported  on the  American  Stock
   Exchange on August 24, 1998 in accordance with 17 C.F.R.  Section 230.457(h) and (c).


</TABLE>

   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. SECTION 230.462.

Number of Pages 14
Exhibit Index begins on Page 6



<PAGE> 2



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

ITEMS 1 & 2. The documents containing the information for the 1998 Plan required
by  Part  I of  the  registration  statement  will  be  sent  or  given  to  the
participants in the 1998 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 prospectuses or prospectus supplements
pursuant to Rule 424 in reliance on Rule 428.

PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following  documents  filed  or to  be  filed  with  the  SEC  are
incorporated by reference in this registration statement:

         (a)   FIRSTFED   AMERICA   BANCORP,   INC.'s  (the   "Company"  or  the
"Registrant")  Annual  Report on Form 10-K for the fiscal  year ended  March 31,
1998, which includes the consolidated  statements of financial  condition of the
Company  and  subsidiaries  as of March  31,  1998  and  1997,  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,  1998,
together  with the  related  notes  and the  report of KPMG  Peat  Marwick  LLP,
independent  auditors  dated  April 30, 1998 filed with the SEC on June 26, 1998
(File No. 0-12305).

         (b) The Company's Form 10-Q for the quarter ended June 30, 1998,  filed
with the SEC on August 13, 1998 (File No. 0-12305)

         (c)  The  description  of   Registrant's   common  stock  contained  in
Registrant's  Form 8-A (File No.  0-12305),  as filed with the SEC,  pursuant to
Section 12(b) 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  Registrant's
Registration  Statement on Form S-1 (SEC No.  333-12855) as amended and declared
effective on November 12, 1996.

         (d) All documents filed by the Registrant 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



                                      2

<PAGE> 3



SUPERSEDED  SHALL  NOT BE  DEEMED,  EXCEPT  AS SO  MODIFIED  OR  SUPERSEDED,  TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

ITEM 4.  DESCRIPTION OF SECURITIES

         The common stock to be offered pursuant to the 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

         The validity of the common stock offered hereby has been passed upon by
the firm of Muldoon, Murphy & Faucette, Washington, D.C. for the Registrant.

         The  consolidated  balance sheets of the Company and subsidiaries as of
March 31, 1998 and 1997, 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
April 30, 1998, is  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.

         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



                                      3

<PAGE> 4



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.

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



                                      4

<PAGE> 5



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.

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.






                                      5

<PAGE> 6



ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

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

     (a)  List of Exhibits (filed herewith unless otherwise noted)

     3.1  Certificate of Incorporation of the Registrant.1
     3.2  Bylaws of the Registrant.1
     4    FIRSTFED AMERICA BANCORP, INC. 1998 Stock Option Plan 2
     5    Opinion of Muldoon, Murphy & Faucette as to the legality of the Common
          Stock registered hereby.
     23.1 Consent of KPMG Peat Marwick LLP.
     24   Powers of Attorney (contained on the signature pages).
-----------------------

     1    Incorporated  herein  by   reference   from   Exhibits  3.1  and  3.2,
          respectively, contained in the Registration Statement on Form S-1 (SEC
          No.  333-12855), as  amended  and  declared  effective  by the  SEC on
          November 12, 1996.
     2    Incorporated  herein  by  reference  from  appendix B of the Company's
          proxy  statement for the July 21, 1998 annual meeting of  stockholders
          filed with SEC on June 15, 1998.

ITEM 9.  UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

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

         (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; and



                                      6

<PAGE> 7



         (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.

     (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; and

     (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.

     (4) That,  for purposes of determining  any liability  under the Securities
         Act, each filing of the Registrant'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 such 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 such Act
will be governed by the final adjudication of such issue.




                                      7

<PAGE> 8



                                  SIGNATURES


THE REGISTRANT.

    Pursuant to the  requirements  of the  Securities  Act of 1933,  as amended,
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  City of  Swansea,  State  of
Massachusetts, on August 24, 1998.
                  

                                      FIRSTFED AMERICA BANCORP, INC.


                                      By: /s/ Robert F. Stoico
                                          -----------------------------------
                                          Robert F. Stoico
                                          President and Chief Executive Officer

    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.

    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.

    Name                            Title                           Date

/s/ Robert F. Stoico          President and Chief                August 24, 1998
--------------------------    Executive Officer                            
Robert F. Stoico              (principal executive officer)


/s/ Edward A. Hjerpe, III     Executive Vice President,          August 24, 1998
--------------------------    Chief Operating Officer and               
Edward A. Hjerpe, III         Chief Financial Officer
                              (Principal Accounting and
                              Financial Officer)




<PAGE> 9



/s/ Gilbert C. Oliveira        Director                          August 24, 1998
--------------------------                                                
Gilbert C. Oliveira


/s/ Thomas A. Rodgers, Jr.     Director                          August 24, 1998
--------------------------                                                 
Thomas A. Rodgers, Jr.



/s/ Richard W. Cederberg       Director                          August 24, 1998
--------------------------                                                
Richard W. Cederberg        



/s/ John S. Holden, Jr.        Director                          August 24, 1998
--------------------------                                       
John S. Holden, Jr.                                    



/s/ Paul A. Raymond, D.D.S.    Director                          August 24, 1998
---------------------------                                                
Paul A. Raymond, D.D.S.



/s/ Anthony L. Sylvia           Director                         August 24, 1998
------------------------                                                   
Anthony L. Sylvia
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 26103}]
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1

As  filed  with  the  Securities  and  Exchange  Commission  on  August 26, 1998
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 Charter)
  DELAWARE                              6035                      11-3333218
(State of                        (Primary Standard              (IRS Employer
Incorporation                     Classification             Identification No.)
                                    Code Number)

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

               FIRSTFED AMERICA BANCORP, INC. 1998 STOCK OPTION PLAN
                             (Full Title of the Plan)

                                                    COPIES TO:
   ROBERT F. STOICO                                 LESLIE MURPHY, ESQ.
   PRESIDENT AND CHIEF EXECUTIVE OFFICER            LAWRENCE M.F. SPACCASI, ESQ.
   FIRST FEDERAL SAVINGS BANK OF AMERICA            MULDOON, MURPHY & FAUCETTE
   ONE FIRSTFED PARK                                5101 WISCONSIN AVENUE, N.W.
   SWANSEA MALL DRIVE                               WASHINGTON, D.C.  20016
   SWANSEA, MASSACHUSETTS 02777                     (202) 362-0840
   (508) 235-1500
   (Name, Address and Telephone Number of Agent for Service)
====================================================================================================================
                                    CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
  Title of Class of            Proposed Amount       Proposed Purchase     Estimated Aggregate       Amount of
Securities to be Registered    to be Registered 1    Amount Per Share        Offering Price 2      Registration Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par        413,589 shares 3         $16.4375 4              $6,798,369             $2,006
value
====================================================================================================================

1  Together  with an  indeterminate  number of  additional  shares  which may be necessary to adjust the number  of
   shares  reserved  for issuance  pursuant to  the FIRSTFED AMERICA  BANCORP,  INC. 1998 Stock  Option  Plan  (the
   "1998 Plan") as the result of a stock split,  stock dividend or similar  adjustment of  the  outstanding  common
   stock of FIRSTFED  AMERICA BANCORP,  INC.  pursuant to 17  C.F.R. Section 230.416(a).
2  Estimated solely for purposes of calculating the registration fee.
3  Pursuant to 17 C.F.R. Section 230.4457(h)(1), represents the  total number of shares subject to options under the 1998
   Plan prior to any  adjustment as permitted under the 1998 Plan.
4  None of the options  under the 1998 Plan have been  granted,  therefore  the  proposed  purchase price per share
   has been  determined by  the  average of the  high and  low  prices  ($16.4375)  reported  on the  American  Stock
   Exchange on August 24, 1998 in accordance with 17 C.F.R.  Section 230.457(h) and (c).
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. SECTION 230.462.

Number of Pages 14
Exhibit Index begins on Page 6
2

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

ITEMS 1 & 2. The documents containing the information for the 1998 Plan required
by  Part  I of  the  registration  statement  will  be  sent  or  given  to  the
participants in the 1998 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 prospectuses or prospectus supplements
pursuant to Rule 424 in reliance on Rule 428.

PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following  documents  filed  or to  be  filed  with  the  SEC  are
incorporated by reference in this registration statement:

         (a)   FIRSTFED   AMERICA   BANCORP,   INC.'s  (the   "Company"  or  the
"Registrant")  Annual  Report on Form 10-K for the fiscal  year ended  March 31,
1998, which includes the consolidated  statements of financial  condition of the
Company  and  subsidiaries  as of March  31,  1998  and  1997,  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,  1998,
together  with the  related  notes  and the  report of KPMG  Peat  Marwick  LLP,
independent  auditors  dated  April 30, 1998 filed with the SEC on June 26, 1998
(File No. 0-12305).

         (b) The Company's Form 10-Q for the quarter ended June 30, 1998,  filed
with the SEC on August 13, 1998 (File No. 0-12305)

         (c)  The  description  of   Registrant's   common  stock  contained  in
Registrant's  Form 8-A (File No.  0-12305),  as filed with the SEC,  pursuant to
Section 12(b) 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  Registrant's
Registration  Statement on Form S-1 (SEC No.  333-12855) as amended and declared
effective on November 12, 1996.

         (d) All documents filed by the Registrant 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

                                      2
3

SUPERSEDED  SHALL  NOT BE  DEEMED,  EXCEPT  AS SO  MODIFIED  OR  SUPERSEDED,  TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

ITEM 4.  DESCRIPTION OF SECURITIES

         The common stock to be offered pursuant to the 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

         The validity of the common stock offered hereby has been passed upon by
the firm of Muldoon, Murphy & Faucette, Washington, D.C. for the Registrant.

         The  consolidated  balance sheets of the Company and subsidiaries as of
March 31, 1998 and 1997, 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
April 30, 1998, is  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.

         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

                                      3
4

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.

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

                                      4
5

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.

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.

                                      5
6

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

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

     (a)  List of Exhibits (filed herewith unless otherwise noted)

     3.1  Certificate of Incorporation of the Registrant.1
     3.2  Bylaws of the Registrant.1
     4    FIRSTFED AMERICA BANCORP, INC. 1998 Stock Option Plan 2
     5    Opinion of Muldoon, Murphy & Faucette as to the legality of the Common
          Stock registered hereby.
     23.1 Consent of KPMG Peat Marwick LLP.
     24   Powers of Attorney (contained on the signature pages).
-----------------------

     1    Incorporated  herein  by   reference   from   Exhibits  3.1  and  3.2,
          respectively, contained in the Registration Statement on Form S-1 (SEC
          No.  333-12855), as  amended  and  declared  effective  by the  SEC on
          November 12, 1996.
     2    Incorporated  herein  by  reference  from  appendix B of the Company's
          proxy  statement for the July 21, 1998 annual meeting of  stockholders
          filed with SEC on June 15, 1998.

ITEM 9.  UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

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

         (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; and

                                      6
7

         (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.

     (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; and

     (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.

     (4) That,  for purposes of determining  any liability  under the Securities
         Act, each filing of the Registrant'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 such 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 such Act
will be governed by the final adjudication of such issue.

                                      7
8

                                  SIGNATURES

THE REGISTRANT.

    Pursuant to the  requirements  of the  Securities  Act of 1933,  as amended,
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  City of  Swansea,  State  of
Massachusetts, on August 24, 1998.
                  

                                      FIRSTFED AMERICA BANCORP, INC.

                                      By: /s/ Robert F. Stoico
                                          -----------------------------------
                                          Robert F. Stoico
                                          President and Chief Executive Officer

    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.

    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.

    Name                            Title                           Date

/s/ Robert F. Stoico          President and Chief                August 24, 1998
--------------------------    Executive Officer                            
Robert F. Stoico              (principal executive officer)

/s/ Edward A. Hjerpe, III     Executive Vice President,          August 24, 1998
--------------------------    Chief Operating Officer and               
Edward A. Hjerpe, III         Chief Financial Officer
                              (Principal Accounting and
                              Financial Officer)
9

/s/ Gilbert C. Oliveira        Director                          August 24, 1998
--------------------------                                                
Gilbert C. Oliveira

/s/ Thomas A. Rodgers, Jr.     Director                          August 24, 1998
--------------------------                                                 
Thomas A. Rodgers, Jr.

/s/ Richard W. Cederberg       Director                          August 24, 1998
--------------------------                                                
Richard W. Cederberg        

/s/ John S. Holden, Jr.        Director                          August 24, 1998
--------------------------                                       
John S. Holden, Jr.                                    

/s/ Paul A. Raymond, D.D.S.    Director                          August 24, 1998
---------------------------                                                
Paul A. Raymond, D.D.S.

/s/ Anthony L. Sylvia           Director                         August 24, 1998
------------------------                                                   
Anthony L. Sylvia