FIRSTFED FINANCIAL CORP
10-Q, 1994-11-14
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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<PAGE>
==========================================================================     


                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                             FORM 10-Q

(Mark One)
[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
      SECURITIES EXCHANGE ACT OF 1934 

                                                                              
     For  the  quarterly  period  ended           September 30, 1994 
                                                  ------------------
   
 
                                  OR                              

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE         
          SECURITIES EXCHANGE ACT OF 1934


  For  the  transaction  period  from        N/A      to                        
                                         ----------        ---------
                     
                     Commission File No. l-9566
                                  
                      FIRSTFED FINANCIAL CORP.
   (Exact  name  of  registrant  as  specified  in  its  charter)
                                  
                                  
        Delaware                                  95-4087449
   (State or other jurisdiction of               (I.R.S. Employer
    incorporation or organization)               Identification No.)
            
   40l  Wilshire  Boulevard,  Santa  Monica,  California  9040l-l490
   (Address of principal executive offices)                (Zip Code)
  
Registrant's telephone number, including area code: (310) 319-6000


Indicate by check mark whether the Registrant (l) has filed all reports 
required to be filed by Section l3 or l5(d) of the Securities Exchange Act 
of l934 during the preceding l2 months (or for such shorter period that 
the Registrant was required  to file such reports), and (2) has been 
subject to such filing requirements for the past 90 days.
Yes X  No _       


The number of shares of Registrant's $0.01 par value common stock 
outstanding as of November 1, 1994 was 10,595,072.

                                                                               
==========================================================================

<PAGE>

PART I - FINANCIAL STATEMENTS
Item 1.  Financial Statements
                           
<TABLE>                           
<CAPTION>
                           
                           FIRSTFED FINANCIAL CORP. 
                              AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                (Dollars in thousands, except per share data)
     
                                               September 30,
                                                   1994           December 31,
ASSETS                                          (Unaudited)           1993      
                                                ------------     -------------
<S>                                             <C>              <C>
Cash and cash equivalents                       $   20,457       $   17,491
U.S. Government and other securities, held to     
  maturity (market of $83,898 and $104,282)         87,344          103,836
Loans receivable                                 3,013,965        2,692,036
Mortgage-backed securities, held to maturity      
 (market of $727,322 and $715,726)                 746,656          708,283
Loans receivable, held for sale ( market of     
  $24,162 and $24,030)                              24,162           23,627
Accrued interest and dividends receivable           22,629           21,018
Real estate                                         18,886           27,249
Office properties and equipment, net                 9,441            8,923
Investment in Federal Home Loan Bank     
 stock, at cost                                     55,361           38,967
Other assets                                        32,167           19,687
                                                ----------       ----------
                                                $4,031,068       $3,661,117
                                                ==========       ==========

LIABILITIES

Deposits                                        $2,206,294       $2,305,480
Federal Home Loan Bank advances                   
 and other borrowings                            1,596,500        1,093,149
Income taxes payable                                 -               16,366
Accrued expenses and other liabilities              47,352           37,830
                                                 ---------        ---------
                                                 3,850,146        3,452,825
                                                 ---------        ---------

CONTINGENT LIABILITIES 
STOCKHOLDERS' EQUITY
Common stock, par value $.01 per share;
 authorized 25,000,000 shares; issued
 11,385,897 and 11,326,191 shares, 
 outstanding 10,589,377 and 10,529,671 
 shares                                                114              113
Additional paid-in capital                          27,506           27,279
Retained earnings - substantially                 
 restricted                                        166,140          193,650
Loan to employee stock ownership plan               (3,006)          (2,918)
Treasury stock, at cost, 796,520 shares             (9,832)          (9,832)
                                                ----------       ----------
                                                   180,922          208,292
                                                ----------       ----------
                                                $4,031,068       $3,661,117
                                                ==========       ==========
See accompanying notes to consolidated financial statements.

</TABLE>

                                  2                                             


<PAGE>
<TABLE>                              
<CAPTION>
                              
                              FIRSTFED FINANCIAL CORP. 
                                   AND SUBSIDIARY
                         CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (Unaudited)
                     (Dollars in thousands, except per share data)
                                                                   
                                                                   
                                        Three  Months  Ended     Nine  Months  Ended
                                           September  30,            September 30,          
                                        --------------------     --------------------
                                          1994        1993         1994        1993
                                        -------      -------      ------      -------
<S>                                       <C>        <C>         <C>         <C>
Interest income:
Interest on loans and mortgage-backed                
 securities                               $56,692    $56,680     $162,314    $167,476
Interest and dividends on investments       2,850      2,195        7,333       6,172
                                          -------    -------     --------    --------
   Total interest income                   59,542     58,875      169,647     173,648
                                          -------    -------     --------    --------
Interest expense:
 Interest on deposits                      22,636     19,253       64,175      57,350
 Interest on borrowings                    18,282     13,333       43,411      41,352
                                          -------    -------     --------    --------   
   Total interest expense                  40,918     32,586      107,586      98,702
                                          -------    -------     --------    --------   

Net interest income                        18,624     26,289       62,061      74,946
Provision for loan losses                   3,000     11,590       82,700      57,562
                                          -------    -------     --------    --------   
Net interest income (loss)        
   after provision for losses              15,624     14,699      (20,639)     17,384
                                          -------    -------     --------    --------   
Other income:
 Loan and other fees                        1,820      1,518        5,179       4,859
 Gain  on sale of  loans and mortgage-          
     backed securities                        (20)     1,103          504       4,005
 Real estate operations, net                1,240       (141)       2,201        (457)
 Other operating income                       434        484        1,155       1,298
                                          -------    -------     --------    --------      
   Total other income                       3,474      2,964        9,039       9,705
                                          -------    -------     --------    --------   
Non-interest expense                       11,653     11,453       35,497      34,350
                                          -------    -------     --------    --------   
Earnings (loss) before income taxes         7,445      6,210      (47,097)    ( 7,261)
Income tax provision (benefit)              3,287      2,581      (19,587)    ( 2,816)
                                          -------    -------     --------    --------   
Net earnings (loss)                       $ 4,158    $ 3,629    $ (27,510)   $ (4,445)
                                          =======    =======    =========    ========

Earnings (loss) per share                 $  0.39    $  0.34    $   (2.61)   $  (0.43)
                                          =======    =======    =========    ========
Weighted average shares outstanding
 for earnings per share calculation    10,643,738 10,660,168    10,532,732  10,445,881
                                       ========== ==========    ==========  ==========

See accompanying notes to consolidated financial statements.

</TABLE>                                                                


                                  3                                             
                                                                 
<PAGE>
<TABLE>
<CAPTION>
                             
                             FIRSTFED FINANCIAL CORP.
                                   AND SUBSIDIARY
                       CONSOLIDATED STATEMENT OF CASH FLOWS
                                  ( In thousands)
                                              
                                                         Nine Months Ended
                                                            September 30,       
                                                     --------------------------
                                                      1994              1993
                                                      ----              ----
<S>                                                 <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                            $ (27,510)       $  (4,445)
Adjustments to reconcile net loss           
 to net cash provided by operating activities:                        
 Provision for loan losses                             82,700           57,562
 Amortization of fees and discounts                    (1,284)          (3,359)
 Net change in loans held for sale                      1,614           69,993
 Valuation adjustments on real estate sold             (7,342)          (7,499)
 (Increase) decrease in interest and      
  dividends receivable                                 (2,920)             330
 Decrease in negative amortization                        129            1,847
 Decrease  in interest payable                           (550)          (3,919)
 Change in income taxes                               (19,814)          (4,738)
 Other                                                    710            3,845
                                                    ---------       ----------
   Net cash provided by operating activities           25,733          109,617
                                                    ---------       ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 Loans made to customers and principal
  collections of loans                               (408,399)        (227,219)
 Loans repurchased                                    (17,915)         (39,887)
 Loans purchased                                      (59,166)             (95)
 Proceeds from sales of real estate                    66,181           59,551
 Purchase of investment securities                     (2,348)         (71,327)
 Proceeds from maturities and principal payments
  on investment  securities                            18,693            7,000
 Purchase of FHLB stock                               (15,085)          (2,414)
 Other                                                 (6,780)           4,486 
                                                    ---------       ----------   
   Net cash used by investing activities             (424,819)        (269,905)
                                                    ---------       ----------   
CASH FLOWS FROM FINANCING ACTIVITIES:

 Net increase (decrease) in savings deposits          (99,186)         143,640
 Net increase  in short term borrowings               610,851           86,700
 Proceeds from long term borrowings                   100,000          112,700
 Repayment of long term borrowings                   (207,500)        (117,500)
 Other                                                 (2,113)          (5,724)
                                                    ---------       ----------     
   Net cash provided by financing activities          402,052          219,816
                                                    ---------       ----------      
  Net increase in cash and cash 
  equivalents                                           2,966           59,528
 Cash and cash equivalents at beginning of period      17,491           23,985
                                                    ---------       ----------      
 Cash and cash equivalents at end of period         $  20,457       $   83,513
                                                    =========       ==========

See accompanying notes to consolidated financial statements.
                                                                
</TABLE>
                                  4                                             
                                                                

<PAGE>

                             FIRSTFED FINANCIAL CORP.
                                 AND SUBSIDIARY
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. The unaudited financial statements included herein have been prepared 
   by the Registrant pursuant to the rules and regulations of the Securities 
   and Exchange Commission. In the opinion of the Registrant, all 
   adjustments (which include only normal recurring  adjustments) necessary 
   to present fairly the results of operations  for the periods covered  
   have been made.  Certain information and note disclosures normally 
   included in financial  statements presented in accordance with
   generally   accepted accounting principles have  been condensed or 
   omitted pursuant to such rules and regulations, although the Registrant 
   believes that the disclosures are adequate to make the information 
   presented not  misleading.
 
   It is suggested that these condensed financial statements be read in 
   conjunction with the financial statements and  the notes thereto 
   included in the Registrant's latest annual report on Form 10-K/A.  The 
   results for the periods covered hereby are not necessarily indicative of 
   the operating results for a full year.

2. Earnings or loss per share were computed by dividing net earnings or 
   loss by the weighted average number of shares of common stock 
   outstanding for the period,plus the effect of stock options,ifdilutive. 

3. For purposes of reporting cash flows on the "Consolidated Statement 
   of Cash Flows," cash and cash equivalents include cash, overnight 
   investments and securities  purchased under agreements to resell.

4. The Bank adopted Statement of Financial Accounting Standards No. 114, 
   "Accounting by Creditors for Impairment of a Loan" ("SFAS No. 114"), 
   effective January 1, 1994.  SFAS No. 114 requires the measurement of 
   impaired loans based  on the present value of expected future cash flows 
   discounted at the loan's effective interest rate, or at the loan's 
   observable market price or at the fair value of its collateral. SFAS 
   No. 114 does not apply to large groups of homogeneous loans that are 
   collectively reviewed for impairment.  For the Bank, loans collectively
   reviewed for impairment include all single family loans less than $500 
   thousand and multi-family  loans less than $750 thousand.  The adoption 
   of SFAS No.114 did not result in material additions to the Bank's   
   provision for loan losses.  
   
                                   5
   
<PAGE>   
   
   Item 2.  Management's Discussion and Analysis of
            Financial Condition and Results of Operations  

     
                       Financial Condition

At September 30, 1994,FirstFed Financial Corp. (the "Company"),holding
company for First Federal Bank of California and its subsidiaries (the 
"Bank"),had consolidated assets totaling  $4.0 billion, a 10% increase 
over the December 31, 1993 level and 10% more than at September 30, 1993.  
The increase in assets is due primarily to new loans originated and 
purchased which increased to $720.5 million for the first nine months of 
1994 from $539.3 million for the first nine months of 1993.  

Due to rising interest rates, market demand for adjustable rate mortgages, 
which the Bank originates for  its own portfolio, improved during the first 
nine months of 1994.  Substantially all (99.7%) of new loans originated or 
purchased during 1994 were adjustable rate mortgages.  New loan activity  
during the first nine months of the year included $59.1 million in single 
family adjustable rate mortgages purchased from another financial 
institution.  At September 30, 1994, 99.0% of the loan portfolio had 
adjustable interest rate provisions.  It is management's belief that 
adjustable rate mortgages help to maintain net interest income in 
fluctuating interest rate environments.  

The Bank's portfolio of loans, including mortgage-backed securities, 
increased to $3.8 billion at September 30, 1994 from $3.4 billion at 
December 31, 1993 and $3.3 billion at  September 30, 1993.  All of the 
mortgage-backed securities included in the Bank's loan portfolio are 
collateralized by loans originated by the Bank.  Therefore, the mortgage-
backed securities generally have the same experience with respect to 
prepayment, repayment, delinquencies and other factors as the remainder of 
the Bank's portfolio.  

The Bank's management has re-evaluated its policy relating to multi-family 
loans as a result of current market conditions and government regulations 
relating to risk-based capital requirements applicable to multi-family 
loans.  Management has determined that current market pricing does not 
fully compensate the Bank for the risks and higher costs attendant to such 
loans.  As a result, starting in October of 1994, the Bank has 
substantially reduced its origination of multi- family loans until such 
time as market pricing allows for the profitable origination of these loans.

During the first nine months of 1994, the Bank recorded  $82.7 million in 
loan loss provisions, consisting of $30.6 million for estimated losses 
relating to  the January 17, 1994 earthquake and $52.1 million to provide 
for estimated losses due to the weak Southern California economy and real 
estate market.  Of the $82.7 million in loan loss provisions mentioned 
above, $14.6 million was charged-off as earthquake losses during the first 
nine months  and $40.1 million was charged-off as economic losses during 
the first nine months.  Charge-offs were due primarily to losses on multi-
family loans which have been disproportionately affected in the current 
recession.
 
The ratio of non-performing assets to total assets was 3.03% as of September
30, 1994, compared to 3.23% at December 31, 1993 and 3.47% at September

                                 6

<PAGE>

30, 1993.  The decrease in the non-performing assets ratio from December 31,
1993 was due to a 31% decline in real estate acquired by foreclosure, and a
10% growth in total assets.  The decrease in the ratio from September 30, 
1993 was due to a 54% decrease in real estate acquired by foreclosure,  
offset by a 33% increase in non-performing loans, before subtracting 
specific valuation allowances.  The ratio also decreased due to a 10% growth 
in total assets.  (See "Non-performing Assets.") 

The Bank's primary market area is Los Angeles County. This area of Southern 
California has been especially affected during the economic recession.  The
metropolitan Los Angeles area has had the state's largest economic decline 
with a widely reported loss of 500,000 jobs from 1990 to 1993.  In 
addition to the recession, Los Angeles County has experienced civil unrest 
(1992), major firestorms (1993) and a devastating earthquake (1994).   
Despite some reported improvement in the economy, many economists believe 
that California, and especially Southern California, will lag behind the 
rest of the country during the general nationwide economic recovery.  

According to the UCLA Business Forecast for California, September 1994
Report (the "UCLA Report"), the California economy is expected to grow at 
an annualized rate of 1% during 1994, well below the state's long term 
average of 3%.  While many reasons are cited, the primary cause is the 
structural changes that have taken place in the defense and aerospace 
industries.   It is anticipated that the jobs lost in these business 
sectors will not be replaced in the foreseeable future and that the lost 
jobs will have a indirect effect on other industries, therefore impacting 
the state's economic recovery.

The unemployment rate in California, currently 9% according to the UCLA
Report, is nearly three percentage points above the national average.  
Although the California unemployment rate is expected to fall to 7% by 1997, 
it is expected to remain at least 1% above the national rate according to 
the UCLA Report.   

According to the UCLA Report, residential building permits in 1994 should 
reach the highest level in three years, ending a four year slump.  Although 
the financial outlook for 1995 through 1997 is favorable for new construction 
as well as resale housing, building permits should improve only slightly 
from the current levels due to lower levels of migration to the state.  
Also, increasing interest rates may be a factor in offsetting the level of 
real estate development and sales over the next three years.

                                 7


<PAGE>

The following table shows the components of the Bank's loan portfolio by 
type of loan for the periods indicated:


<TABLE>
<CAPTION>

LOAN PORTFOLIO COMPOSITION
- --------------------------                                                      
                                                                
                                         September 30,   December 31,  September 30,
                                            1994             1993         1993       
                                         -------------   ------------   ------------      
                                                      (In thousands)

<S>                                     <C>             <C>             <C>
REAL ESTATE LOANS:
 First trust deed residential loans:
  One unit                              $1,161,556      $ 864,874       $ 829,302      
  Two to four units                        355,977        340,035         335,891
  Five or more units                     1,331,523      1,296,260       1,246,655
                                        ----------     ----------      ----------
     Residential loans                   2,849,056      2,501,169       2,411,848

 OTHER REAL ESTATE LOANS:
  Commercial and industrial                239,610        245,387         241,758
  Second trust deeds                        21,587         24,606          27,613
  Other                                     18,661          5,861          13,263
                                        ----------     ----------      ----------  
  Real estate loans                      3,128,914      2,777,023       2,694,482

 NON-REAL ESTATE LOANS:
  Manufactured housing                       2,533          2,880           3,051
  Deposit accounts                           1,150          1,086           1,269
  Consumer                                     561            847           1,046
                                        ----------     ----------      ----------       
     Loans receivable                    3,133,158      2,781,836       2,699,848

 LESS:
  General valuation allowances-
   loan portfolio                           69,625         40,669          38,984
  General valuation allowances-
   loans sold with recourse (1)                -            6,231           7,916
  Unrealized loan fees                      25,406         19,273          25,326
                                        ----------     ----------      ----------            
     Net loans receivable                3,038,127      2,715,663       2,627,622

 FHLMC AND FNMA MORTGAGE-
  BACKED SECURITIES:
  Secured by single family dwellings       719,018        678,884         675,174
  Secured by multi-family dwellings         27,638         29,399          30,111
                                        ----------     ----------      ----------                                                   
  Mortgage-backed securities               746,656        708,283         705,285
                                        ----------     ----------      ----------                                       
     TOTAL                              $3,784,783     $3,423,946      $3,332,907
                                        ==========     ==========      ==========

(1) Starting in June 30, 1994, this amount, $5,289,000 at September 30, 
    1994, was reclassified to a liability account.

</TABLE>                                
                                
                                8


<PAGE>

The one year GAP ratio (the difference between rate-sensitive assets and
liabilities repricing within one year or less as a percentage of total 
assets) was a positive 15.8% at September 30, 1994.  Management's goal is 
to keep the one year GAP ratio at less than  20% of total assets to further 
minimize the Bank's exposure to interest rate risk.

Deposits grew by 4% at September 30, 1994 compared to the level one year 
ago due to the acquisition of $113 million in deposits from the Resolution 
Trust Corporation in December of 1993. Deposits decreased by 4% from the
December 31, 1993 level due to deposits withdrawn when interest rates on 
the acquired deposits were modified to market rates.  Also, deposits in the
telemarketing area decreased  due  to competition from other types of
investments available to telemarketing customers.

Consolidated stockholders' equity decreased to $180.9 million at September 
30, 1994 from $208.3 million at December 31, 1993 due primarily to the $27.5
million loss for the first nine months of 1994.  In September of 1994, 
FirstFed Financial Corp. issued $50 million in 11 3/4% 10-year notes in a 
public offering.   The notes are due in 2004, but may be redeemed at any 
time after October 1,1999 at specified amounts by FirstFed Financial Corp.  
The notes are unsecured and unsubordinated.  Interest is paid semi-annually.   
The projected debt service on the notes is $852 thousand per quarter or 
$3.4 million per year, net of tax.   

The net proceeds from the notes,$47.8 million, were contributed to the Bank 
as capital.   As a result, the Bank's risk-based capital ratio rose above 
10%.  Thrifts with risk-based capital ratios above 10% are considered  
"well capitalized" by the Bank's primary regulatory agency, the Office of 
Thrift Supervision.  At September 30, 1994, the Bank was required to 
maintain tangible capital of at least 1.5% of adjusted total assets; core 
capital of at least 3% of adjusted total assets;  and risk-based capital 
of at least 8% of risk-weighted assets.  The Bank's core and tangible 
capital ratios were both 5.53%  as of September 30, 1994, and the
risk-based capital ratio was 10.31%  as of the same date.   
 
                                                             
                                                             
                      Results of Operations 

The Company reported  consolidated net earnings of $4.2 million for the 
third quarter of 1994 compared to consolidated net earnings of $3.6 million 
for the third quarter of 1993.  For the first nine months of 1994, the 
Company reported a net loss of $27.5 million compared to a net loss of 
$4.4 million for the first nine months of 1993. Year-to-date results for 
1994 were impacted by the recording of loan loss provisions totaling  $82.7 
million for the first nine months of the year.  The higher than usual 
provisions were due to anticipated losses stemming from the earthquake and  
general  weakness in the  Southern California economy.  1993 results were 
impacted by the weak Southern California economy as well.  Total provisions 
for the first nine months of 1993 totaled $57.6 million, due mostly to a  
$44.1 million provision recorded in the first quarter of that year.

Management is unable to predict future levels of loan loss provisions. 
Among other things, future loan loss provisions are based on the level of 

                               9

<PAGE>

loan charge-offs and the severity and duration of the economic recession 
in Southern California.  Management believes that the $30.6 million 
provision for losses resulting from the January 1994 earthquake is 
sufficient to cover estimated losses thereon. Further provisions for losses 
may be necessary due to unforeseen events.

Loan charge-offs, which are primarily transfers from general valuation
allowances to specific reserves for problem assets, continued due to 
depressed Southern California real estate values.   Charge-offs were $11.4 
million and $54.7 million for the third quarter and first nine months of 
1994, compared to $17.3 million and $38.5 million for the third quarter 
and first nine months of 1993.  The specific reserves were to  record 
loans and foreclosed properties at fair value less estimated costs to sell.  
Multi-family loans have been particularly affected in the current economy.  
The current recession has caused declines in multi-family property values 
due to lower rental income, higher vacancy rates, real estate depreciation, 
and lower levels of real estate sales.  Upon foreclosure, or when a loan 
becomes delinquent 90 days or more, the properties securitizing the loans 
are recorded at fair value less the estimated costs to sell. As a result of
the decrease in multi-family property values, larger write-downs on non-
performing multi-family loans and multi-family properties acquired by 
foreclosure were required.

The Bank maintains two different general valuation allowance accounts: one 
for inherent risks in the Bank's own loan portfolio  and the other for 
risks associated with loans the Bank has sold with recourse (which is 
recorded as a liability.)  These two allowances, when added together, are 
referred to as the "combined GVA" by the  Bank.

Listed below is a summary of the activity in the combined GVA and the
associated loan portfolio during the periods indicated (in thousands):
           
<TABLE>
<CAPTION>

                                           Nine Months Ended September 30,
                                           -------------------------------      
                                                 1994           1993         
                                             ----------     ----------- 
<S>                                            <C>             <C>
Beginning Balance                              $ 46,900        $ 27,854
Provision for Loan Losses                        82,700          57,562
Charge-Offs:
 Single Family                                   (7,896)         (6,587)
 Multi-Family                                   (43,855)        (30,744)
 Commercial                                      (2,835)         (1,049)
 Non-Real Estate                                   (100)           (136)
                                               --------        --------
Total Charge-Offs                               (54,686)        (38,516)
                                               --------        --------
Ending Combined General Valuation Allowances   $ 74,914        $ 46,900
                                               ========        ========
</TABLE>

The ratio of combined general valuation allowances to the Bank's portfolio 
of loans with loss exposure and real estate owned  was 2.17% at September 
30, 1994 compared to 2.57%  at June 30, 1994 and 1.50% at September 30, 
1993.  Management believes that, as of September 30, 1994,  the level of 
combined general valuation allowances recorded by the Bank was sufficient 
to cover estimated losses at that time.

                             10


<PAGE>

The increasing interest rate trend continued during the third quarter and 
first nine months of 1994.  Many of the Bank's borrowings have pricing 
characteristics which approximate changes in the London Interbank 
Overseas Rate ("LIBOR") which responds very quickly to movements in market 
interest rates.  This has caused the Bank's cost of funds to increase 
faster than the Federal Home Loan Bank Eleventh District Cost of Funds 
Index ("COFI").  Substantially all of the Bank's loans are adjusted 
monthly based on COFI.  As a result, the Bank's net interest income 
decreased by 29% during the third quarter of 1994 compared to the third 
quarter of 1993 and by 17% for the first nine months of 1994 compared
to the first nine months of 1993.  The Bank's net interest income also 
decreased due to the three month time lag before changes in COFI can be 
passed on to loan customers.

The following table sets forth: (i) the average dollar amounts of and 
average yields earned on loans, mortgage-backed securities and investment 
securities, (ii) the average dollar amounts of and average rates paid on 
savings and borrowings, (iii) the average dollar differences, (iv) the 
interest rate spreads, and (v) the effective net spreads for the periods 
indicated.

<TABLE>                              
<CAPTION>
                              
                              During The Nine Months Ended September 30, (1) 
                              ----------------------------------------------    
                                     1994                       1993            
                              ------------------          ------------------    
                                        (Dollars in thousands)
   
<S>                                <C>            <C>      <C>           <C>
Average dollar amount of and 
  average yield earned on:
Loans and mortgage-backed
  securities                       $ 3,506,748    6.17%    $3,322,568    6.72%
 Investment securities (2)             143,525    4.89        134,415    4.68
                                   -----------             ----------
 Interest-earning assets             3,650,273    6.12      3,456,983    6.64

Average dollar amount of and 
 average rate paid on:
 Deposits                            2,284,289    3.76      2,018,245    3.80
 Borrowings                          1,288,785    4.47      1,343,925    4.11
                                   -----------             ----------  
  Interest-bearing liabilities       3,573,074    4.01      3,362,170    3.92
  
Average dollar difference between
 interest-earning assets and                                
                                    ----------             ----------           
 interest-bearing liabilities       $   77,199             $   94,813
                                    ==========             ==========           
                                                  -----                  -----
 Interest rate spread                             2.11%                  2.72%
                                                  =====                  =====
 Effective net spread (3)                         2.19%                  2.82%
                                                  =====                  =====
 </TABLE>
- --------------------------
(1) Average balances and weighted average rates for the period are computed 
    based on daily balances.               
(2) Does not include Federal Home Loan Bank Stock.
(3) The effective net spread is a fraction, the denominator of which is 
    the average dollar amount of interest-earning assets, and the numerator 
    of which is net interest income (excluding stock dividends and 
    miscellaneous interest income)
                                
                                 11
                            
                              
                              
<PAGE>                              
<TABLE>                              
<CAPTION>


                              During The Three Months Ended September 30,(1)   
                              ----------------------------------------------    
                                      1994                      1993            
                               -----------------          ------------------  
                                           (Dollars in thousands)
<S>                                <C>            <C>     <C>            <C>
Average dollar amount of and 
 average yield earned on:
 Loans and mortgage-backed
  securities                       $ 3,633,745    6.24%   $3,322,791     6.82%
 Investment securities (2)             153,123    4.98       137,826     4.93 
                                   -----------            ----------   
 Interest-earning assets             3,786,868    6.19     3,460,617     6.75

Average dollar amount of and 
 average rate paid on:                                                  
 Deposits                            2,265,502    3.97     2,078,629     3.68
 Borrowings                          1,465,343    4.91     1,299,708     4.07
                                   -----------            ----------     
  Interest-bearing liabilities       3,730,845    4.34     3,378,337     3.83
  
Average dollar difference between
 interest-earning assets and                                
                                   -----------            ----------     
 interest-bearing liabilities      $    56,023            $   82,280
                                   ===========            ==========            
                                                  -----                  -----
 Interest rate spread                             1.85%                  2.92%
                                                  =====                  =====
 Effective net spread (3)                         1.91%                  3.01%
                                                  =====                  =====
</TABLE>
- ---------------------------
(1) Average balances and weighted average rates for the period are computed 
    based on daily balances.               
(2) Does not include Federal Home Loan Bank Stock.
(3) The effective net spread is a fraction, the denominator of which is 
    the average dollar amount of interest-earning assets, and the numerator 
    of which is net interest income (excluding stock dividends and 
    miscellaneous interest income)

Real estate operations resulted in net gains of $1.2 million and $2.2 
million for the third quarter and first nine months of 1994, respectively.  
Gains are due mostly to the recovery of excess valuation allowances 
realized upon the sale of foreclosed properties.  In comparison, the Bank 
recorded net losses of $141 thousand and $457 thousand for the third 
quarter and first nine months of 1993, respectively.  The losses recorded 
during 1993 were mostly attributable to maintenance costs and property 
tax payments on foreclosed multi-family properties which exceeded rents 
collected during the holding period before the properties were sold.  

Sales of loans and mortgage-backed securities resulted in a net loss of  
$20 thousand for the third quarter of 1994 and a net gain of $504 thousand 
for the first nine months of 1994.  During the third quarter of 1993 and 
the first nine months of 1993 sales of loans and mortgage-backed securities 
resulted in net gains of $1.1 million and $4.0 million, respectively.  
Transactions during 1994 were less profitable compared to 1993 due to 
volatile secondary market prices as a result of increasing interest rates.  
The net gain recorded in the first nine months of 1993  included a gain 
of $2.0 million on the sale of a mortgage-backed security which had 
previously been identified as held for sale.  

                               12


<PAGE>

Total non-interest expenses were $11.7 million for the third quarter of 
1994, comparable to $11.5 million in the third quarter of 1993.  Due to 
cost control programs in place, expenses were virtually the same as the 
second quarter of 1994.  Because of asset growth, the ratio of non-
interest expenses to total assets decreased to 1.20% for the third quarter 
of 1994 from 1.26% for the third quarter of 1993. Despite the 3% increase 
in non-interest expenses for the first nine months of 1994 compared to 
the first nine months of 1993, the ratio of non-interest expenses to 
total assets dropped to 1.25% in 1994 from 1.28% in 1993 due to asset 
growth.

                  
                  
      Non-accrual, Past Due, Modified  and Restructured Loans
      -------------------------------------------------------


The Bank accrues interest earned but uncollected for every loan without 
regard to its contractual delinquency status but establishes a specific 
interest allowance for each loan which becomes 90 days or more past due 
or in foreclosure.  Loans on which delinquent interest allowances had been 
established totaled $131.0 million at September  30, 1994 compared to 
$106.1 million at December 31, 1993 and  $98.7 million at September 30, 
1993.

The additional interest that  would have been earned had there been no 
loans 90 days or more delinquent or in foreclosure was $6.8  million as 
of September 30, 1994  compared  to $5.8 million at December 31, 1993 and 
$5.0 million at September 30, 1993. 

The Bank  has debt restructurings which result from temporary 
modifications of principal and interest payments.  Under these arrangements, 
loan terms are typically reduced to no less than a monthly interest 
payment required under the note.  Any loss of revenues under the modified 
terms would be immaterial to the Bank.  If the borrower is unable to 
return to scheduled principal and interest payments at the end of the 
modification period, foreclosure procedures are initiated.  As of September 
30, 1994, the Bank had modified loans totaling $76.1 million.  As of that 
date, loan loss allowances totaling $6.8 million had been established for 
these loans.  There were no   modified loans 90 days or more delinquent as 
of September 30, 1994.

The Bank also restructured certain loans to borrowers who experienced damage
to their properties as a result of the January 1994 earthquake.  These
modifications were  granted in the months immediately following the 
earthquake and were usually for the deferral of three  to six months of 
loan payments. As of September 30, 1994, the modification period for most 
of these loans had ended.  The outstanding balance of loans which remain 
modified for earthquake reasons as of September 30, 1994 totaled $4.5 
million.

At January 1, 1994, the Bank implemented Statement of Financial Accounting
Standards No. 114, "Accounting by Creditors for Impairment of a Loan"  
("SFAS No.114").  Pursuant to SFAS No. 114, the Bank considers a loan to 
be impaired when management believes that it is probable that the Bank 
will be unable to collect all amounts due under the contractual terms of 
the loan.  Estimated impairment losses are included in the Bank's specific 
loan loss allowances.  Subsequent adjustments to estimated impairment 

                                 13


<PAGE>
 
losses are included in the Bank's provisions for loan losses.  At September  
30, 1994, the total recorded amount of loans for which impairment has 
been recognized in accordance with SFAS No. 114 was $117.1 million (after 
deducting $26.4 million of specific loan loss allowances attributable to 
such loans).  The Bank's impaired loans at September 30, 1994 were composed 
of non-accrual major loans (single family loans with an outstanding 
principal amount greater than or equal to $500,000 and multi-family and 
commercial real estate  loans with an outstanding principal amount greater 
than or equal to $750,000) of $44.4 million, modified loans of $50.1  
million and major loans less than 90 days delinquent in which full payment 
of principal and interest is not expected of $22.6  million.

The Bank evaluates loans for impairment whenever the collectability of
contractual principal and interest payments are questionable.  A loan is 
impaired when the collateral property's undiscounted net operating income 
(over a holding period not to exceed 5 years) plus the property's 
anticipated value at the end of the period, are less than the estimated 
debt service payments over the same period plus the estimated remaining 
unpaid balance.  Large groups of smaller balance homogenous loans that 
are collectively evaluated, including residential mortgage loans, are not 
subject to the application of SFAS No. 114.                                    

When a loan is considered impaired the Bank measures impairment based on
the present value of expected future cash flows (over a period of years)
discounted at the loan's effective interest rate.  However, if the loan is 
probable of foreclosure or collateral-dependent, impairment is measured 
based on the fair value of the collateral.  As of September 30,1994, out 
of total impaired loans of $117.1  million, approximately  $62.7  million 
of loans were measured using the fair value method and $54.4 million of 
loans were measured based on the present value of expected future cash 
flows discounted at the effective interest rate of the loan.  When the 
measured value of an impaired loan is less than the recorded investment 
in the loan, the Bank records a specific loan loss allowance amounting 
to the excess of the Bank's recorded investment in the loan over its 
measured value.

The present value of an impaired loan's expected future cash flows will 
change from one reporting period to the next because of the passage of time 
and also may change because of revised estimates in the amount or timing of 
those cash flows.  The Bank records the entire change in the present value 
of the expected future cash flows as an adjustment to the provision for 
loan losses.  Similarly, the fair value of the collateral of an impaired 
collateral-dependent loan may change from one reporting period to the next.  
The Bank records a change in the measure of these impaired loans as an 
adjustment to the provision for loan losses.

Cash payments received from impaired loans are recorded in accordance with
the contractual terms of the loan.  The principal portion of the payment 
is used to reduce the principal balance of the loan, whereas the interest 
portion is recognized as interest income.

Because the Bank had established specific loan loss allowances for all 
loans deemed probable of foreclosure based on the fair value of the 
collateral, the adoption of SFAS No. 114 had only a minor impact on the 
Bank's allowance for loan losses.

                                 14


<PAGE>

Debt restructurings completed prior to the adoption of SFAS No. 114 were
accounted for in accordance with SFAS No. 15.   Bank policy required that 
when the estimated cash receipts projected in accordance with the modified 
terms were less than the recorded investment in the loan, the recorded 
investment would be reduced to an amount equal to these future cash receipts.  
The amount of this reduction was required to be recognized as a specific 
loan loss allowance.  Bank policy also required that if future cash receipts 
specified by the new terms exceeded the recorded investment in the loan, 
interest income would have been recognized over the restructuring period 
using the interest method.  Debt restructurings that are probable of 
foreclosure require loss recognition based on the fair value of the 
collateral.

The table below identifies the Bank's investment in delinquent loans 
determined to be impaired loans by property type at September 30, 1994:

<TABLE>
<CAPTION>

                                   At September 30, 1994
                                   ---------------------   
                                      (In thousands)

<S>                                     <C>
Single Family                           $    3,318
Multi-Family                                28,383
Commercial                                  12,736
                                        ---------- 
     Total                              $   44,437
                                        ==========
</TABLE>
                           
                           
                           Asset Quality
                           -------------

Asset Quality Ratios
- --------------------

The following table sets forth certain asset quality ratios of the Bank at 
the periods indicated:
                                
                                
<TABLE>
<CAPTION>                                
                                September 30,  December 31,   September 30,
                                    1994          1993            1993         
                                -------------  ------------   -------------
<S>                                 <C>           <C>            <C>  
Non-Performing Loans to 
 Loans Receivable (1)               3.31%         3.28%          3.21%
Non-Performing Assets to
 Total Assets (2)                   3.03%         3.23%          3.47%
Loan Loss Allowances to 
 Non-Performing Loans (3)          73.95%        52.23%         51.81%
General Loss Allowances to                       
Total Loans with Loss
  Exposure (4)                      2.17%         1.48%          1.50%

</TABLE>
- -------------------------                                                      

(1) Non-performing loans are net of specific loan loss allowances.  Loans 
    receivable exclude mortgage-backed securities and are computed before 
    deducting unrealized loan fees and general valuation allowances.
(2) Non-performing assets are net of specific loan loss allowances. 
(3) The Bank's loan loss allowances, including specific loan loss allowances 
    and general valuation allowances but excluding general valuation 
    allowances for loans sold by the Bank with full or limited recourse.  
    Non-performing loans are computed before deducting  specific loan loss
    allowances.
(4) The Bank's general valuation allowances, including general valuation 
    allowances for loans sold with full or limited recourse.  Loans with 
    loss exposure include the Bank's loan portfolio plus loans sold by the 
    Bank with full or limited recourse.

                                15


<PAGE>

The increased ratios of loan loss allowances to non-performing loans and
general loan loss allowances to total loans with loss exposure from 
September 30, 1993 to September 30, 1994 reflect the increased loan loss 
provisions for estimated losses due to the weak Southern California 
economy and real estate market.


Non-performing Assets

The Bank defines non-performing assets as loans delinquent over 90 days
(non-accrual loans), loans in foreclosure and real estate acquired in 
settlement of loans.

An analysis of non-performing assets as of September 30, 1994 and 1993 and
December 31, 1993 follows:

<TABLE>
<CAPTION>

                                    September 30,   December 31,   September 30,
                                        1994            1993            1993    
                                    -------------   ------------    ------------     
                                                (In thousands)

<S>                                    <C>            <C>           <C>
Foreclosed real estate owned: 
Single family                          $  8,851       $10,052       $ 13,594
Multi-family                              9,579        16,015         25,547
Commercial                                   41           327            811
Other                                        55           484            446
                                       --------     ---------       --------
   Total foreclosed real estate owned    18,526        26,878         40,398

Delinquent loans over 90 days past due:
Single family                            29,981       25,317          26,045
Multi-family                             77,555       70,207          65,874
Commercial                               23,240       10,307           6,547
Other                                       271          245             229
Specific valuation allowances           (27,289)     (14,732)        (12,150)
                                       --------     --------        --------
Total delinquent loans                  103,758       91,344          86,545
                                       --------     --------        --------
Total non-performing assets            $122,284     $118,222        $126,943
                                       ========     --------        ========
</TABLE>

The ratio of non-performing assets to total assets was 3.03% at September 
30, 1994, compared to 3.23% at December 31, 1993 and 3.47% at September 30,
1993. The decrease from September 30, 1993 to September 30, 1994 was
caused by a 54% drop in foreclosed properties owned by the Bank, offset by a
20% increase in delinquent loans.    The increase in specific valuation 
allowances is attributable to the increase in non-performing loans and the
continuing decline in the Southern California real estate values.   
Management continues to dedicate significant attention to resolving problem 
loan situations and disposing of foreclosed properties.  The Bank's 
management is continuing to explore other ways to reduce the level of its 
non-performing assets, including both individual and bulk sales of non-
performing loans and real estate owned. It is presently in the early stages 
of negotiation with several bidders on a portion of the portfolio of such 
assets.  However, there is no assurance that an agreement for the sale of 
any such assets will be reached.

The adoption of SFAS No. 114 has had an effect on the comparability of the
non-performing assets information. Certain loans for which specific loan 

                              16          


<PAGE>

loss allowances were not previously required under prior accounting 
standards are now considered impaired and thus subject to the establishment 
of specific loan loss allowances since SFAS No.114 was adopted on 
January 1, 1994.
                                                             
                                                             
                                                     
                          Sources of Funds
                          ----------------                                      
 

External sources of funds include savings deposits, advances from the 
Federal Home Loan Bank of San Francisco ("FHLBSF") and securitized 
borrowings.  

Savings deposits are obtained from several sources:  retail savings 
branches, the telemarketing department, and national deposit brokers.  
Not including $16.4 million and $47.3 million in interest credits during 
the third quarter and first nine months of 1994, respectively,  total 
savings deposits decreased by $94.5 million during the third quarter 
and $146.5 million during the  first nine months of 1994.  

The cost of funds, operating margins and net income of the Bank associated 
with brokered and telemarketing deposits are generally comparable to the 
cost of funds, operating margins and net income of the Bank associated 
with retail deposits, FHLB borrowings and repurchase agreements.  As the 
cost of each source of funds fluctuates from time to time, based on market 
rates of interest generally offered by the Bank and other depository 
institutions and associated costs, the Bank seeks funds from the lowest 
cost source until the relative costs change.  As the costs of funds, 
operating margins and net income of the Bank associated with each source 
of funds are generally comparable, the Bank does not deem the impact of 
its use of any one of the specific sources of funds at a given time to 
be material.

Retail deposits decreased by $31.3 million during the third quarter and 
$56.0 million during the first nine months of 1994.  The Bank experienced 
outflows of deposits acquired from the Resolution Trust Corporation in 
December of 1993, particularly during the first quarter of 1994.  
This outflow typically occurs with acquired deposits when the interest 
rates, which are typically above market on the date of acquisition,  
are adjusted to market rates after the acquisition.   Retail deposits 
comprised 67% of total deposits at September 30, 1994 compared to 65% of 
total deposits at September 30, 1993.

Telemarketing deposits decreased by $26.9 million during the third quarter 
of 1994 and $60.0 million during the first nine months of the year.  
These deposits, normally large deposits from pension plans and other 
managed trusts,  decreased due primarily to higher yields available to 
investors on alternate investments.  Telemarketing deposits comprised 11% 
of total deposits at September 30, 1994 compared to 14% of total deposits 
at September 30, 1993. 

Deposits acquired from national brokerage firms decreased by $36.3 million
during the third quarter of 1994 and $30.5 million for the first nine 
months of the year. The Bank  has used brokered deposits for nearly 10 
years and considers these deposits a stable source of funds. The Bank 
has solicited brokered funds based on a  waiver obtained from the Federal 
Deposit Insurance Corporation ("FDIC"), the insurer of the Bank's deposits.  

                              17

<PAGE>

No waiver is necessary for any period in which the Bank's risk-based 
capital meets the regulatory capital standard for "well-capitalized" thrifts.   
Since  the Bank's risk-based capital ratio exceeded 10% at September 30, 
1994, the Bank meets this capital standard and therefore does not now 
require a waiver to obtain brokered deposits.  As of September 30, 1994,  
brokered deposits comprised 22% of total deposits compared to 21% of total 
deposits at September 30, 1993. Securitized borrowings under reverse 
repurchase agreements increased by $27.5 million during the third quarter 
of 1994 and $79.2 million during the first nine of 1994.   The amount 
outstanding  varies depending on the level  of available collateral. The 
Bank converted $57.0 million and $112.4 million of loans into mortgage-
backed securities during the third quarter and first nine months of
1994, respectively.  

FHLBSF advances increased by $290.0 million during the third quarter and
$402.5 million during  the first nine months of 1994. The Bank utilized its
borrowing capacity with the FHLBSF during the first nine months of 1994
whenever the collateral available for securitized borrowings was exhausted 
and FHLBSF advances were the least costly source of funds.  

Internal sources of funds include both principal payments and payoffs on 
loans, loan sales,  and positive cash flows from operations.

Principal payments include amortization and prepayments which are a function
of real estate activity and the general level of interest rates.  Total 
principal payments were $69.6 million  and $211.3 million, respectively, 
for the third quarter and first nine months of 1994. This compares with 
$80.4 million and $252.7 million, respectively,  for the third quarter and 
first nine months of 1993.  Principal payments decreased due to higher 
interest rates in 1994 compared to 1993 which had the effect of decreasing  
loan refinance activity.

Loan sales decreased to $869 thousand  for the third quarter and $43.2 
million for the first nine months of 1994.  This compares with loan sales 
of $20.7 million and $129.3 million, respectively for the third quarter 
and first nine months of 1993.  Activity for the first nine months of 1993 
included the second quarter sale of a $70.2 million mortgage-backed security 
from the Bank's portfolio of loans and mortgage-backed securities held for 
sale.  Due to increased interest rates in 1994, the level of loans 
originated for sale by the Bank  decreased in 1994 compared to 1993.

                            18             



<PAGE>                                                             
                                                            
                     PART II  -  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K (Unaudited)



a)   Exhibits

    (4) Instruments defining the rights of security holders, including
        indentues. See indenture filed as Exhibit 4 to Amendment No.3 
        to S-3 dated September 20, 1994 and incorporated by reference.

   (11) Computation of earnings per share.  Part I hereof is hereby
        incorporated by reference.

   (19) Reports furnished to security holders.  The third  quarter letter  
        to stockholders for the period ended September 30, 1994.  
        Pages 21 to 28.

b.)  Reports on Form 8-K

    (1) A report on Form 8-K was filed for the event reported July 29, 1994.

                                 19                                             
                                                          
       
<PAGE>
                                                         
                            SIGNATURES
        
                                                         
Pursuant to the requirements of the Securities Exchange Act of 1934,  
the registrant has duly caused this report to be signed on its behalf 
by the undersigned thereunto duly authorized.



                                FIRSTFED FINANCIAL CORP.
                                ------------------------  
                                  Registrant

                                              
                                Date:   November  14, 1994


                                By /s/ WILLIAM MORTENSEN     
                                   ---------------------
                                   William S. Mortensen
                                   Chairman of the Board
                                    and Chief Executive Officer



                                By /s/ JAMES GIRALDIN                    
                                   ------------------
                                   James P. Giraldin
                                   Chief Financial Officer and
                                    Executive Vice President

                              20     


<PAGE>                                   
                                                                                
                                  FirstFed Financial Corp. and Subsidiary       


Dear Stockholder:

    
Your Company is always looking for ways to become more efficient as
part of its ongoing cost control programs.  We have found that one way
of reducing costs is to replace the quarterly  report to shareholders with
the quarterly earnings releases prepared for public distribution.  

Changing the format of the quarterly report to shareholders will save time
and production costs but will not affect the quantity  or quality of the
information that you receive. All information previously contained in the
quarterly report to shareholders will be included in the quarterly earnings
releases.  You will continue to receive the annual report, typically mailed
with the proxy statement in March.

We thank you for  your cooperation and support.




William S. Mortensen
Chairman and CEO

Babette E. Heimbuch
President and COO

                                21


<PAGE>
                                                      October 28, 1994
                                                                                
     
        FIRSTFED REPORTS EARNINGS FOR THE THIRD QUARTER OF 1994

FirstFed Financial Corp., holding company for First Federal Bank of 
California, today announced net earnings of $4.2 million or $0.39 per 
share of common stock for the third quarter of 1994.  For the third quarter 
of 1993, the Company reported net earnings of $3.6 million or $0.34 per 
share. The increase in quarterly  earnings  resulted from a decline in loan 
loss provisions compared to the third quarter of 1993. The Company recorded 
a net loss of $25.6 million or $2.42 per share during the second quarter 
of 1994. 

For the first nine months of 1994, the Company recorded a year-to-date loss
of $27.5 million or $2.61 per share compared to a net loss of $4.4 million 
or $0.43 per share for the first nine months of 1993.  The losses recorded 
during the first nine months of 1994 reflect the loan loss  provisions for 
anticipated charge-offs resulting  from the January 17, 1994 earthquake 
and the anticipated losses from the weak Southern California economy.  
Losses recorded during the first nine months of 1993 were principally  due 
to loan loss provisions resulting from the weak Southern California economy. 

The Bank's non-performing assets ratio was  3.03% at September 30, 1994,
a decrease from 3.47% at September 30, 1993 and approximately the same
as the June 30, 1994 level. Sales of foreclosed properties rose to $38.7
million during the third quarter of 1994 from $34.2 million during the third
quarter of 1993.  On a year-to-date basis, $92.1 million in real estate was 
sold during the first nine months of 1994 compared to $67.9 million during 
the first nine months of 1993. 

Charge-offs, primarily transfers from general valuation allowances to 
specific reserves for problem assets,  continued due to the depressed 
Southern California real estate values.  Charge-offs for the third quarter 
of 1994 were $11.4 million, compared to $17.3 million for same quarter of 
last year and $18.6 million for the second quarter of 1994.  Charge-offs, 
including $14.6 million related to the earthquake, were $54.7 million for 
the first nine months of 1994, compared to $38.5 million for the first 
nine months of 1993. 

Due to transfers to specific reserves in the third quarter , the Bank's 
general valuation allowances decreased to $69.6 million or 2.19% of the 
Bank's portfolio of loans and real estate owned at September 30, 1994 from 
$77.0 million or 2.62% at June 30, 1994.  General valuation allowances 

                                22


<PAGE>

were $40.7 million or 1.43% at December 31, 1993 and $39.0 million or 1.41% 
at September 30, 1993.  Additionally, the Bank has valuation allowances,
recorded as a liability, for loans which it has sold with recourse.  At 
September 30, 1994, these allowances totaled $5.3 million or 1.87% of the 
loans sold with recourse.  This compares to $6.2 million or 1.97% at 
December 31, 1993 and $7.9 million or 2.23% at September 30, 1993.

The Bank implemented Statement of Financial Accounting Standards No. 114,
"Accounting by Creditors for Impairment of a Loan" (SFAS No. 114), as of 
January 1, 1994.  As of September 30, 1994, the Bank had $117.1 million of 
loans which were considered impaired, net of $26.4 million in loan loss
allowances related to such loans.  This level compared to $149.0 million, 
net at June 30, 1994.

The Bank had an additional $76.1 million in loans on which the principal 
and interest payments had been temporarily modified as of September 30, 
1994.  This compares with temporary modifications of  $84.0 million as of 
June 30, 1994. These modifications are typically for six to twelve months 
and reduce the borrowers' payments to no less than the monthly interest 
payment required under the note.  As of  September 30, 1994, the Bank had
established loan loss allowances of $5.6 million for these loans.  These
amounts include loans modified for earthquake-related reasons of $4.5 
million as of September 30, 1994 and $26.4 million as of June 30, 1994.

As a result of new  loan activity during the third quarter, consolidated 
total assets for the Company reached $4.0 billion at September 30, 1994.  
New loans  were $368.8 million for the third quarter of 1994 compared 
to $167.0 million for the third quarter  of 1993. The increase in new 
loans during the third quarter of 1994 reflects the continuing high 
demand for adjustable rate mortgages in the current interest rate 
environment.  Adjustable rate mortgages were 99.7% of new loans originated 
during the third quarter.  New loans for the third quarter of 1994 
include the purchase of $45.5 million in newly originated single family 
adjustable rate mortgages from another financial institution.  For the 
first nine months of 1994, new loans were $720.5 million compared to $539.3 
million for the same period of 1993.  New loans for the first nine months 
of 1994 include $59.1 million in single family adjustable rate mortgages 
which were purchased from another financial institution.  The percentage 
of adjustable rate mortgages in the Bank's loan portfolio was 98.97% at 
September 30, 1994.

The Bank's management has re-evaluated its policy relating to multi-family
loans as a result of current market conditions and governmental regulations
relating to risk-based capital requirements.  It was determined that current

                             23


<PAGE>

market pricing does not fully compensate the Bank for the risks attendant 
for such loans.  As a result, starting in  October of 1994, the Bank has
substantially reduced its origination of multi-family loans until such 
time as market pricing allows for the profitable origination of these loans.  

Real estate operations, consisting of gains and losses on the sale of
foreclosed properties net of operating expenses, amounted to net gains of
$1.2 million and $2.2 million, respectively, for the third quarter and 
first nine months of 1994.  This compares with net losses of $141 thousand 
and $457 thousand, respectively,  for the comparable periods of 1993.  
The gains recorded during 1994 resulted from the recovery of valuation 
allowances realized upon the sale of foreclosed properties.  The losses 
recorded during 1993 were attributable to operating costs which exceeded 
rents collected during the holding period before the properties were sold.  

The net interest margin, the difference between the Bank's yield on 
interest-earning assets and its cost of funds, declined to 1.85% in the 
third quarter of 1994 from 2.05% in the second quarter of 1994 and 2.92% 
in the third quarter of 1993.  The decline is due primarily to increasing 
interest rates and the lag effect of the Eleventh District Cost of Funds 
Index (the "Index") during rising interest rate periods.  At September 30, 
1994,  93.7% of the Bank's loans are adjustable monthly based on changes 
in the Index.  Although the Index responds slowly to changes in interest 
rates, management believes that its adjustable mortgage portfolio helps 
to preserve net interest income during periods of fluctuating interest 
rates.

Because management has continued to focus on cost control, non-interest
expenses for the third quarter of 1994 were virtually the same as the second
quarter of 1994.  The ratio of non-interest  expenses to total assets 
decreased to 1.20% for the third quarter of 1994 from 1.26% for  the second 
quarter of 1994 due to asset growth. The expense ratio for the third 
quarter of 1993 was 1.26%.  For the first nine months of 1994, the ratio 
of non-interest expenses to total assets decreased to 1.25% from 1.28% for 
the same period of 1993.

FirstFed successfully  completed its issuance of  $50 million in 10-year 
notes in September of 1994.   FirstFed contributed the net proceeds of
approximately $47.8 million to the Bank as  capital.  As a result, the 
Bank's risk-based capital ratio improved to 10.31% of risk-weighted assets 
as of September 30, 1994 from 8.71% as of June 30, 1994.  A risk-based 
capital ratio above 10% is within the "well-capitalized" category of thrifts 
according to regulatory rankings.  

Mr. William S. Mortensen, Chairman of FirstFed Financial Corp., stated, 

                              24


<PAGE>

"The third quarter results indicate the progress the Bank has made towards
overcoming the economic recession and other events which have affected the
Southern California real estate market over the past few years."  Mr.
Mortensen commented further,"The successful completion of our debt offering
allows the Bank to participate in the resurgent adjustable rate loan market 
in Southern California and also will allow the Bank to emerge from this 
recession positioned to successfully compete in the challenging years 
ahead." 

                               25                                               
                                                              

<PAGE>                                                               
<TABLE>
<CAPTION>

                           KEY FINANCIAL RESULTS ARE HIGHLIGHTED BELOW
                                         (Unaudited)


                                         THREE MONTHS                        NINE MONTHS
                                     ENDED SEPTEMBER  30,                 ENDED SEPTEMBER 30,
                                -----------------------------     --------------------------------
                                    1994              1993               1994             1993         
                               --------------   --------------    ---------------   --------------
<S>                            <C>              <C>               <C>               <C>
Net Earnings (Loss)            $    4,158,000   $    3,629,000    $  (27,510,000)   $   (4,445,000)
Earnings (Loss) per  Share     $         0.39   $         0.34    $        (2.61)   $        (0.43)
Book Value per Share           $        17.09   $        19.37    $        17.09    $        19.37
Weighted Average Shares 
    Outstanding                    10,643,738       10,660,168        10,532,732        10,445,881
Assets                         $4,031,068,000   $3,655,587,000    $4,031,068,000    $3,655,587,000
Loans                          $3,784,783,000   $3,332,907,000    $3,784,783,000    $3,332,907,000
Deposits                       $2,206,294,000   $2,126,385,000    $2,206,294,000    $2,126,385,000
Borrowings                     $1,596,500,000   $1,278,141,000    $1,596,500,000    $1,278,141,000
Stockholders' Equity           $  180,922,000   $  203,263,000    $  180,922,000    $  203,263,000
Loan Originations              $  368,814,000   $  167,007,000    $  720,479,000    $  539,338,000
Net Interest Income            $   18,624,000   $   26,289,000    $   62,061,000    $   74,946,000
Real Estate (Foreclosed)       $   18,526,000   $   40,398,000    $   18,526,000    $   40,398,000
Modified Loans (Not Impaired)  $   23,494,000   $      -          $   23,494,000    $       -    
Impaired Loans                 $  117,096,000   $      -          $  117,096,000    $       -
Non-performing Assets to 
  Total  Assets                         3.03%            3.47%             3.03%             3.47%
Net Worth to Assets Ratio               4.49%            5.56%             4.49%             5.56%
Tangible Capital Ratio *                5.53%            5.43%             5.53%             5.43%
Core Capital Ratio *                    5.53%            5.43%             5.53%             5.43%
Risk-Based Capital Ratio *             10.31%            9.92%            10.31%             9.92%
Interest Rate Spread During 
  the Period                            1.85%            2.92%             2.11%             2.72%
% Adjustable Mortgages                 98.97%           98.25%            98.97%            98.25%
Expense Ratios:        
   % Gross Income                      18.49%           18.52%            19.87%            18.73%
   % Average Assets                     1.20%            1.26%             1.25%             1.28%
One Year "Gap" % of  Assets            15.78%           13.11%            15.78%            13.11%
Return on Average Assets                0.43%            0.40%            (0.97%)           (0.17%)
Return on Average Equity                9.30%            7.21%           (18.85%)           (2.89%)
                                                        
</TABLE>

*First Federal Bank.



                               26


<PAGE>                           
                           
<TABLE>                           
<CAPTION>
                           
                           FIRSTFED FINANCIAL CORP. 
                              AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                (Dollars in thousands, except per share data)
     
                                               September 30,
                                                   1994           December 31,
ASSETS                                          (Unaudited)           1993      
                                                ------------     -------------
<S>                                             <C>              <C>
Cash and cash equivalents                       $   20,457       $   17,491
U.S. Government and other securities, held to     
  maturity (market of $83,898 and $104,282)         87,344          103,836
Loans receivable                                 3,013,965        2,692,036
Mortgage-backed securities, held to maturity      
 (market of $727,322 and $715,726)                 746,656          708,283
Loans receivable, held for sale ( market of     
  $24,162 and $24,030)                              24,162           23,627
Accrued interest and dividends receivable           22,629           21,018
Real estate                                         18,886           27,249
Office properties and equipment, net                 9,441            8,923
Investment in Federal Home Loan Bank     
 stock, at cost                                     55,361           38,967
Other assets                                        32,167           19,687
                                                ----------       ----------
                                                $4,031,068       $3,661,117
                                                ==========       ==========

LIABILITIES

Deposits                                        $2,206,294       $2,305,480
Federal Home Loan Bank advances                   
 and other borrowings                            1,596,500        1,093,149
Income taxes payable                                 -               16,366
Accrued expenses and other liabilities              47,352           37,830
                                                 ---------        ---------
                                                 3,850,146        3,452,825
                                                 ---------        ---------

CONTINGENT LIABILITIES 
STOCKHOLDERS' EQUITY
Common stock, par value $.01 per share;
 authorized 25,000,000 shares; issued
 11,385,897 and 11,326,191 shares, 
 outstanding 10,589,377 and 10,529,671 
 shares                                                114              113
Additional paid-in capital                          27,506           27,279
Retained earnings - substantially                 
 restricted                                        166,140          193,650
Loan to employee stock ownership plan               (3,006)          (2,918)
Treasury stock, at cost, 796,520 shares             (9,832)          (9,832)
                                                ----------       ----------
                                                   180,922          208,292
                                                ----------       ----------
                                                $4,031,068       $3,661,117
                                                ==========       ==========
</TABLE>

                                   27                                           
                                  

<PAGE>
<TABLE>                              
<CAPTION>
                              
                              FIRSTFED FINANCIAL CORP. 
                                   AND SUBSIDIARY
                         CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (Unaudited)
                     (Dollars in thousands, except per share data)
                                                                   
                                                                   
                                        Three  Months  Ended     Nine  Months  Ended
                                           September  30,            September 30,          
                                        --------------------     --------------------
                                          1994        1993         1994        1993
                                        -------      -------      ------      -------
<S>                                       <C>        <C>         <C>         <C>
Interest income:
Interest on loans and mortgage-backed                
 securities                               $56,692    $56,680     $162,314    $167,476
Interest and dividends on investments       2,850      2,195        7,333       6,172
                                          -------    -------     --------    --------
   Total interest income                   59,542     58,875      169,647     173,648
                                          -------    -------     --------    --------
Interest expense:
 Interest on deposits                      22,636     19,253       64,175      57,350
 Interest on borrowings                    18,282     13,333       43,411      41,352
                                          -------    -------     --------    --------   
   Total interest expense                  40,918     32,586      107,586      98,702
                                          -------    -------     --------    --------   

Net interest income                        18,624     26,289       62,061      74,946
Provision for loan losses                   3,000     11,590       82,700      57,562
                                          -------    -------     --------    --------   
Net interest income (loss)        
   after provision for losses              15,624     14,699      (20,639)     17,384
                                          -------    -------     --------    --------   
Other income:
 Loan and other fees                        1,820      1,518        5,179       4,859
 Gain  on sale of  loans and mortgage-          
     backed securities                        (20)     1,103          504       4,005
 Real estate operations, net                1,240       (141)       2,201        (457)
 Other operating income                       434        484        1,155       1,298
                                          -------    -------     --------    --------      
   Total other income                       3,474      2,964        9,039       9,705
                                          -------    -------     --------    --------   
Non-interest expense                       11,653     11,453       35,497      34,350
                                          -------    -------     --------    --------   
Earnings (loss) before income taxes         7,445      6,210      (47,097)    ( 7,261)
Income tax provision (benefit)              3,287      2,581      (19,587)    ( 2,816)
                                          -------    -------     --------    --------   
Net earnings (loss)                       $ 4,158    $ 3,629    $ (27,510)   $ (4,445)
                                          =======    =======    =========    ========

Earnings (loss) per share                 $  0.39    $  0.34    $   (2.61)   $  (0.43)
                                          =======    =======    =========    ========
Weighted average shares outstanding
 for earnings per share calculation    10,643,738 10,660,168    10,532,732  10,445,881
                                       ========== ==========    ==========  ==========
                                 
</TABLE>                                 
                                 28







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