<PAGE> 1

As filed with the Securities and Exchange Commission on March 7, 2002
                                                     Registration No. 333-_____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                         FIRSTFED AMERICA BANCORP, INC.
   (exact name of registrant as specified in its certificate of incorporation)

          DELAWARE                                        04-3331237
(state or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                                ONE FIRSTFED PARK
                          SWANSEA, MASSACHUSETTS 02777
                                 (508) 679-8181
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

            PEOPLE'S BANCSHARES, INC. AMENDED AND RESTATED DIRECTORS'
                                STOCK OPTION PLAN
       PEOPLE'S BANCSHARES, INC. 1996 STOCK OPTION AND INCENTIVE PLAN (1)
                            (Full Title of the Plan)
                       ----------------------------------

                                                 COPIES TO:
ROBERT F. STOICO                                 LAWRENCE M.F. SPACCASI, ESQUIRE
CHAIRMAN OF THE BOARD,                           THOMAS P. HUTTON, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER            MULDOON MURPHY & FAUCETTE LLP
FIRSTFED AMERICA BANCORP, INC.                   5101 WISCONSIN AVENUE, N.W.
ONE FIRSTFED PARK                                WASHINGTON, DC  20016
SWANSEA, MASSACHUSETTS 02777                     (202) 362-0840
(508) 679-8181
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
        practicable after this Registration Statement becomes effective.
    If any of the securities being registered on this Form are to be offered
         on a delayed or continuous basis pursuant to Rule 415 under the
             Securities Act of 1933, check the following box. / X /
<TABLE>
<CAPTION>
======================================================================================================
   Title of each Class of      Amount to be     Proposed           Estimated Aggregate   Registration
Securities to be Registered    Registered(2)    Purchase Price       Offering Price           Fee
                                                Per Share
------------------------------------------------------------------------------------------------------
     <S>                       <C>               <C>                 <C>                   <C>
      Common Stock               8,344           $ 3.90(4)              $32,542              $5
     $.01 par Value            Shares (3)
------------------------------------------------------------------------------------------------------
      Common Stock              199,417          $12.12(6)           $2,416,934            $223
     $.01 par Value            Shares (5)
======================================================================================================
(1) FIRSTFED AMERICA BANCORP, INC. (the "Company" or "FAB"), is offering shares of its common stock pursuant to these
    plans in connection with the merger of People's Bancshares, Inc. ("People's") into FAB.  Pursuant to the terms of the merger
    agreement, FAB has assumed People's obligations under these plans.
(2) Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for
    issuance pursuant to the People's Bancshares, Inc. Amended and Restated Directors' Stock Option Plan and the People's
    Bancshares, Inc. 1996 Stock Option and Incentive Plan.
(3) Represents the total number of shares of FAB common stock currently available for issuance upon the exercise of stock
    options granted under the People's Bancshares, Inc. Amended and Restated Directors' Stock Option Plan,
    adjusted to reflect the exchange ratio of 1.2644 shares of FAB common stock for each share of People's common stock.
(4) Represents the adjusted average exercise price of $3.90 per share for the outstanding stock options granted under the
    People's Bancshares, Inc. Amended and Restated Directors' Stock Option Plan, as assumed by FAB.
(5) Represents the total number of shares currently available for issuance upon the exercise of stock options granted
    under the People's Bancshares Inc. 1996 Stock Option and Incentive Plan, as adjusted to reflect the exchange
    ratio of 1.2644 shares of FAB common stock for each share of People's common stock.
(6) Represents the adjusted average exercise price of $12.12 per share for the outstanding options granted under the
    People's Bancshares Inc. 1996 Stock Option and Incentive Plan, as assumed by FAB.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.
Number of Pages: 49
Exhibit Index begins on Page 11
</TABLE>


<PAGE> 2



FIRSTFED AMERICA BANCORP, INC.

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

ITEMS  1 & 2. In  connection  with  the  merger  of  People's  Bancshares,  Inc.
("People's")  into  FIRSTFED  AMERICA  BANCORP,  INC.  (the  "Company" or "FAB")
effective February 28, 2002, FAB assumed People's obligations under the People's
Bancshares,  Inc.  Amended and  Restated  Directors'  Stock  Option Plan and the
People's  Bancshares,  Inc. 1996 Stock Option and Incentive Plan  (collectively,
the "Plans").  In connection  with its assumption of the Plans,  FAB is offering
shares of its common stock pursuant to the Plans.  The documents  containing the
information for the Plans required by Part I of the Registration  Statement will
be  sent  or  given  to the  participants  in the  Plans  as  specified  by Rule
428(b)(1).  Such  documents  are not  filed  with the  Securities  and  Exchange
Commission (the "SEC") either as a part of this  Registration  Statement or as a
prospectus  or prospectus  supplement  pursuant to Rule 424, in reliance on Rule
428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

        (a) The Form 10-K Annual Report filed by the Company for the fiscal year
ended March 31,  2001 (File No.  001-12305),  which  includes  the  consolidated
balance sheets of FIRSTFED  AMERICA  BANCORP,  INC. and Subsidiaries as of March
31,  2001  and  2000,  and  the  related  consolidated   statements  of  income,
stockholders'  equity  and cash  flows for each of the  years in the  three-year
period ended March 31, 2001, filed with the SEC on June 22, 2001.

        (b) The Form 10-Q reports  filed by the Company for the fiscal  quarters
ended  June 30,  2001  (File  No.  001-12305),  September  30,  2001  (File  No.
001-12305)  and  December 31, 2001 (File No.  001-12305),  filed with the SEC on
August 13, 2001, November 14, 2001 and February 14, 2002, respectively.

        (c) The  description  of the  Company's  Common  Stock  contained in the
Company's  Form 8-A (File No.  001-12305),  as filed  with the SEC  pursuant  to
Section 12(g) of the Securities  Exchange Act of 1934 (the "Exchange  Act"), and
rule 12b-15  promulgated  thereunder,  on October 10, 1996, as  incorporated  by
reference  from the  Company's  Form  S-1  (File  No.  333-12855),  as  amended,
initially filed on September 27, 1996 and declared effective November 12, 1996.

        (d) All  documents  filed by the Company  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

                                        2

<PAGE> 3



REFERENCE HEREIN,  MODIFIES OR SUPERSEDES SUCH STATEMENT.  ANY SUCH STATEMENT SO
MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED,
TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

ITEM 4.  DESCRIPTION OF SECURITIES

        The common stock to be offered pursuant to the Plans has been registered
pursuant to Section 12 of the Exchange Act.  Accordingly,  a description  of the
common stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

        None.

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

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 under 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  exist.  This  indemnification  applies to the Board of Directors with
respect to its administration of the Plans.

TENTH:
-----

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


                                        3

<PAGE> 4



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

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

               D.  The  rights  to  indemnification  and to the  advancement  of
        expenses  conferred in this Article  TENTH shall not be exclusive of any
        other right which any person may have

                                              4

<PAGE> 5



        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.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8.   LIST OF EXHIBITS

        The  following  exhibits  are  filed  herewith  (numbering   corresponds
generally to Exhibit Table in Item 601 of Regulation S-K):

        5         Opinion of Muldoon Murphy & Faucette LLP as to the legality of
                  the Common Stock to be issued.

        10.1      People's  Bancshares, Inc.  Amended  and  Restated  Directors'
                  Stock  Option Plan (as assumed by  FIRSTFED  AMERICA  BANCORP,
                  INC., effective February 28, 2002).

        10.2      People's Bancshares, Inc. 1996 Stock Option and Incentive Plan
                  (as  assumed by  FIRSTFED  AMERICA  BANCORP,  INC.,  effective
                  February 28, 2002).

        10.3      Form  of  FIRSTFED  AMERICA BANCORP, INC. Assumption Agreement
                  for People's Bancshares,  Inc. Amended and Restated Directors'
                  Stock Option Plan.


                                        5

<PAGE> 6



        10.4      Form  of  FIRSTFED AMERICA  BANCORP, INC. Assumption Agreement
                  for People's Bancshares,  Inc. 1996 Stock Option and Incentive
                  Plan.

        23.1      Consent  of  Muldoon  Murphy  & Faucette LLP (contained in the
                  opinion included in Exhibit 5).

        23.2      Consent of KPMG LLP.

        24        Power of Attorney is located on the signature page.

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:

               (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

               (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  unless  the
                      information  required  by (i)  and  (ii) is  contained  in
                      periodic  reports  filed  by the  Registrant  pursuant  to
                      Section  13  or  15(d)  of  the   Exchange  Act  that  are
                      incorporated   by   reference   into   this   Registration
                      Statement;

        (2)    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.

        The  undersigned  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 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.



                                        7

<PAGE> 8



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





                                        8

<PAGE> 9



                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, 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 Swansea, Massachusetts on March 7, 2002.

                                     FIRSTFED AMERICA BANCORP, INC.


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


        KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Robert F. Stoico and Edward A. Hjerpe, III, as
his true and lawful attorneys-in-fact and agents, each acting alone, with full
powers 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 this 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 attorneys-in-fact and agents 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
attorneys-in-fact and agents, each acting alone, 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              Chairman of the Board,        March 7, 2002
----------------------------      President and Chief
Robert F. Stoico                  Executive Officer


/s/ Edward A. Hjerpe, III         Executive Vice President,     March 7, 2002
----------------------------      Chief Operating Officer and
Edward A. Hjerpe, III             Chief Financial Officer
                                  (principal accounting and
                                  financial officer)





                                        9

<PAGE> 10




/s/ Richard W. Cederberg           Director                     March 7, 2002
---------------------------
Richard W. Cederberg


/s/ John S. Holden, Jr.            Director                     March 7, 2002
---------------------------
John S. Holden, Jr.


/s/ Gilbert C. Oliveira            Director                     March 7, 2002
---------------------------
Gilbert C. Oliveira



/s/ Paul A. Raymond, DDS           Director                     March 7, 2002
---------------------------
Paul A. Raymond, DDS



/s/ Thomas A. Rodgers, Jr.         Director                     March 7, 2002
---------------------------
Thomas A. Rodgers, Jr.



/s/ Anthony L. Sylvia              Director                     March 7, 2002
---------------------------
Anthony L. Sylvia




                                       10

<PAGE> 11
<TABLE>
<CAPTION>


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


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

   <S>        <C>                                     <C>                                   <C>
     5        Opinion of Muldoon Murphy &             Filed herewith.                       13
              Faucette LLP as to the legality of
              the Common Stock to be issued

   10.1       People's Bancshares, Inc.               Filed herewith.                       16
              Amended and Restated Directors'
              Stock Option Plan (as assumed by
              FIRSTFED AMERICA
              BANCORP, Inc., effective
              February 28, 2002)

   10.2       People's Bancshares, Inc. 1996          Filed herewith.                       24
              Stock Option and Incentive Plan
              (as assumed by FIRSTFED
              AMERICA BANCORP, INC.
              effective February 28, 2002)

   10.3       Form of FIRSTFED AMERICA                Filed herewith.                       39
              BANCORP, INC. Assumption
              Agreement for People's
              Bancshares, Inc. Amended and
              Restated Directors' Stock Option
              Plan

   10.4       Form of FIRSTFED AMERICA                Filed herewith.                       44
              BANCORP, INC. Assumption
              Agreement for People's
              Bancshares, Inc. 1996 Stock
              Option and Incentive Plan

   23.1       Consent of Muldoon Murphy &             Contained in Exhibit 5.               --
              Faucette LLP

   23.2       Consent of KPMG LLP                     Filed herewith.                       49

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

</TABLE>

                                       11
[{"type": "S-8", "sequence": "1", "filename": "ffamericaforms-8.txt", "secsgml_size_bytes": 30262}]
{"company-data": {"conformed-name": "FIRSTFED AMERICA BANCORP INC", "cik": "0001023640", "assigned-sic": "6035", "irs-number": "043331237", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-83948", "film-number": "02569393"}, "business-address": {"street1": "ONE FIRSTFED PARK", "city": "SWANSEA", "state": "MA", "zip": "02777", "phone": "5086798181"}, "mail-address": {"street1": "ONE FIRSTFED PARK", "city": "SWANSEA", "state": "MA", "zip": "02777"}}
1

As filed with the Securities and Exchange Commission on March 7, 2002
                                                     Registration No. 333-_____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                         FIRSTFED AMERICA BANCORP, INC.
   (exact name of registrant as specified in its certificate of incorporation)

          DELAWARE                                        04-3331237
(state or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                                ONE FIRSTFED PARK
                          SWANSEA, MASSACHUSETTS 02777
                                 (508) 679-8181
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

            PEOPLE'S BANCSHARES, INC. AMENDED AND RESTATED DIRECTORS'
                                STOCK OPTION PLAN
       PEOPLE'S BANCSHARES, INC. 1996 STOCK OPTION AND INCENTIVE PLAN (1)
                            (Full Title of the Plan)
                       ----------------------------------

                                                 COPIES TO:
ROBERT F. STOICO                                 LAWRENCE M.F. SPACCASI, ESQUIRE
CHAIRMAN OF THE BOARD,                           THOMAS P. HUTTON, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER            MULDOON MURPHY & FAUCETTE LLP
FIRSTFED AMERICA BANCORP, INC.                   5101 WISCONSIN AVENUE, N.W.
ONE FIRSTFED PARK                                WASHINGTON, DC  20016
SWANSEA, MASSACHUSETTS 02777                     (202) 362-0840
(508) 679-8181
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
        practicable after this Registration Statement becomes effective.
    If any of the securities being registered on this Form are to be offered
         on a delayed or continuous basis pursuant to Rule 415 under the
             Securities Act of 1933, check the following box. / X /
======================================================================================================
   Title of each Class of      Amount to be     Proposed           Estimated Aggregate   Registration
Securities to be Registered    Registered(2)    Purchase Price       Offering Price           Fee
                                                Per Share
------------------------------------------------------------------------------------------------------
Common Stock               8,344           $ 3.90(4)              $32,542              $5
     $.01 par Value            Shares (3)
------------------------------------------------------------------------------------------------------
      Common Stock              199,417          $12.12(6)           $2,416,934            $223
     $.01 par Value            Shares (5)
======================================================================================================
(1) FIRSTFED AMERICA BANCORP, INC. (the "Company" or "FAB"), is offering shares of its common stock pursuant to these
    plans in connection with the merger of People's Bancshares, Inc. ("People's") into FAB.  Pursuant to the terms of the merger
    agreement, FAB has assumed People's obligations under these plans.
(2) Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for
    issuance pursuant to the People's Bancshares, Inc. Amended and Restated Directors' Stock Option Plan and the People's
    Bancshares, Inc. 1996 Stock Option and Incentive Plan.
(3) Represents the total number of shares of FAB common stock currently available for issuance upon the exercise of stock
    options granted under the People's Bancshares, Inc. Amended and Restated Directors' Stock Option Plan,
    adjusted to reflect the exchange ratio of 1.2644 shares of FAB common stock for each share of People's common stock.
(4) Represents the adjusted average exercise price of $3.90 per share for the outstanding stock options granted under the
    People's Bancshares, Inc. Amended and Restated Directors' Stock Option Plan, as assumed by FAB.
(5) Represents the total number of shares currently available for issuance upon the exercise of stock options granted
    under the People's Bancshares Inc. 1996 Stock Option and Incentive Plan, as adjusted to reflect the exchange
    ratio of 1.2644 shares of FAB common stock for each share of People's common stock.
(6) Represents the adjusted average exercise price of $12.12 per share for the outstanding options granted under the
    People's Bancshares Inc. 1996 Stock Option and Incentive Plan, as assumed by FAB.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.
Number of Pages: 49
Exhibit Index begins on Page 11
2

FIRSTFED AMERICA BANCORP, INC.

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

ITEMS  1 & 2. In  connection  with  the  merger  of  People's  Bancshares,  Inc.
("People's")  into  FIRSTFED  AMERICA  BANCORP,  INC.  (the  "Company" or "FAB")
effective February 28, 2002, FAB assumed People's obligations under the People's
Bancshares,  Inc.  Amended and  Restated  Directors'  Stock  Option Plan and the
People's  Bancshares,  Inc. 1996 Stock Option and Incentive Plan  (collectively,
the "Plans").  In connection  with its assumption of the Plans,  FAB is offering
shares of its common stock pursuant to the Plans.  The documents  containing the
information for the Plans required by Part I of the Registration  Statement will
be  sent  or  given  to the  participants  in the  Plans  as  specified  by Rule
428(b)(1).  Such  documents  are not  filed  with the  Securities  and  Exchange
Commission (the "SEC") either as a part of this  Registration  Statement or as a
prospectus  or prospectus  supplement  pursuant to Rule 424, in reliance on Rule
428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

        (a) The Form 10-K Annual Report filed by the Company for the fiscal year
ended March 31,  2001 (File No.  001-12305),  which  includes  the  consolidated
balance sheets of FIRSTFED  AMERICA  BANCORP,  INC. and Subsidiaries as of March
31,  2001  and  2000,  and  the  related  consolidated   statements  of  income,
stockholders'  equity  and cash  flows for each of the  years in the  three-year
period ended March 31, 2001, filed with the SEC on June 22, 2001.

        (b) The Form 10-Q reports  filed by the Company for the fiscal  quarters
ended  June 30,  2001  (File  No.  001-12305),  September  30,  2001  (File  No.
001-12305)  and  December 31, 2001 (File No.  001-12305),  filed with the SEC on
August 13, 2001, November 14, 2001 and February 14, 2002, respectively.

        (c) The  description  of the  Company's  Common  Stock  contained in the
Company's  Form 8-A (File No.  001-12305),  as filed  with the SEC  pursuant  to
Section 12(g) of the Securities  Exchange Act of 1934 (the "Exchange  Act"), and
rule 12b-15  promulgated  thereunder,  on October 10, 1996, as  incorporated  by
reference  from the  Company's  Form  S-1  (File  No.  333-12855),  as  amended,
initially filed on September 27, 1996 and declared effective November 12, 1996.

        (d) All  documents  filed by the Company  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

                                        2
3

REFERENCE HEREIN,  MODIFIES OR SUPERSEDES SUCH STATEMENT.  ANY SUCH STATEMENT SO
MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED,
TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

ITEM 4.  DESCRIPTION OF SECURITIES

        The common stock to be offered pursuant to the Plans has been registered
pursuant to Section 12 of the Exchange Act.  Accordingly,  a description  of the
common stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

        None.

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

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 under 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  exist.  This  indemnification  applies to the Board of Directors with
respect to its administration of the Plans.

TENTH:
-----

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

                                        3
4

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

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

               D.  The  rights  to  indemnification  and to the  advancement  of
        expenses  conferred in this Article  TENTH shall not be exclusive of any
        other right which any person may have

                                              4
5

        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.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8.   LIST OF EXHIBITS

        The  following  exhibits  are  filed  herewith  (numbering   corresponds
generally to Exhibit Table in Item 601 of Regulation S-K):

        5         Opinion of Muldoon Murphy & Faucette LLP as to the legality of
                  the Common Stock to be issued.

        10.1      People's  Bancshares, Inc.  Amended  and  Restated  Directors'
                  Stock  Option Plan (as assumed by  FIRSTFED  AMERICA  BANCORP,
                  INC., effective February 28, 2002).

        10.2      People's Bancshares, Inc. 1996 Stock Option and Incentive Plan
                  (as  assumed by  FIRSTFED  AMERICA  BANCORP,  INC.,  effective
                  February 28, 2002).

        10.3      Form  of  FIRSTFED  AMERICA BANCORP, INC. Assumption Agreement
                  for People's Bancshares,  Inc. Amended and Restated Directors'
                  Stock Option Plan.

                                        5
6

        10.4      Form  of  FIRSTFED AMERICA  BANCORP, INC. Assumption Agreement
                  for People's Bancshares,  Inc. 1996 Stock Option and Incentive
                  Plan.

        23.1      Consent  of  Muldoon  Murphy  & Faucette LLP (contained in the
                  opinion included in Exhibit 5).

        23.2      Consent of KPMG LLP.

        24        Power of Attorney is located on the signature page.

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:

               (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

               (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  unless  the
                      information  required  by (i)  and  (ii) is  contained  in
                      periodic  reports  filed  by the  Registrant  pursuant  to
                      Section  13  or  15(d)  of  the   Exchange  Act  that  are
                      incorporated   by   reference   into   this   Registration
                      Statement;

        (2)    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.

        The  undersigned  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 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.

                                        7
8

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

                                        8
9

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, 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 Swansea, Massachusetts on March 7, 2002.

                                     FIRSTFED AMERICA BANCORP, INC.

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

        KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Robert F. Stoico and Edward A. Hjerpe, III, as
his true and lawful attorneys-in-fact and agents, each acting alone, with full
powers 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 this 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 attorneys-in-fact and agents 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
attorneys-in-fact and agents, each acting alone, 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              Chairman of the Board,        March 7, 2002
----------------------------      President and Chief
Robert F. Stoico                  Executive Officer

/s/ Edward A. Hjerpe, III         Executive Vice President,     March 7, 2002
----------------------------      Chief Operating Officer and
Edward A. Hjerpe, III             Chief Financial Officer
                                  (principal accounting and
                                  financial officer)

                                        9
10

/s/ Richard W. Cederberg           Director                     March 7, 2002
---------------------------
Richard W. Cederberg

/s/ John S. Holden, Jr.            Director                     March 7, 2002
---------------------------
John S. Holden, Jr.

/s/ Gilbert C. Oliveira            Director                     March 7, 2002
---------------------------
Gilbert C. Oliveira

/s/ Paul A. Raymond, DDS           Director                     March 7, 2002
---------------------------
Paul A. Raymond, DDS

/s/ Thomas A. Rodgers, Jr.         Director                     March 7, 2002
---------------------------
Thomas A. Rodgers, Jr.

/s/ Anthony L. Sylvia              Director                     March 7, 2002
---------------------------
Anthony L. Sylvia

                                       10
11
EXHIBIT INDEX
                                  -------------

                                                                                      Sequentially
                                                                                        Numbered
                                                                                          Page
Exhibit No.   Description                             Method of Filing                   Location
-----------   -------------------------------------   -----------------------------  ---------------
5        Opinion of Muldoon Murphy &             Filed herewith.                       13
              Faucette LLP as to the legality of
              the Common Stock to be issued

   10.1       People's Bancshares, Inc.               Filed herewith.                       16
              Amended and Restated Directors'
              Stock Option Plan (as assumed by
              FIRSTFED AMERICA
              BANCORP, Inc., effective
              February 28, 2002)

   10.2       People's Bancshares, Inc. 1996          Filed herewith.                       24
              Stock Option and Incentive Plan
              (as assumed by FIRSTFED
              AMERICA BANCORP, INC.
              effective February 28, 2002)

   10.3       Form of FIRSTFED AMERICA                Filed herewith.                       39
              BANCORP, INC. Assumption
              Agreement for People's
              Bancshares, Inc. Amended and
              Restated Directors' Stock Option
              Plan

   10.4       Form of FIRSTFED AMERICA                Filed herewith.                       44
              BANCORP, INC. Assumption
              Agreement for People's
              Bancshares, Inc. 1996 Stock
              Option and Incentive Plan

   23.1       Consent of Muldoon Murphy &             Contained in Exhibit 5.               --
              Faucette LLP

   23.2       Consent of KPMG LLP                     Filed herewith.                       49

    24        Power of Attorney                       Located on the signature page.        --
11