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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 2) *
FirstFed Bancorp, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
33761Q102
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(CUSIP Number)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 15 pages<PAGE>
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CUSIP No. 33761Q102 13G Page 2 of 15 Pages
1. NAME OF REPORTING PERSONS:
First Federal Savings Bank
Employee Stock Ownership Plan
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
63-1062013
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ x ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Alabama
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 71,885
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 71,885
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 71,885
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 6.23%
12. TYPE OF REPORTING PERSON: EP
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CUSIP No. 33761Q102 13G Page 3 of 15 Pages
1. NAME OF REPORTING PERSONS:
B.K. Goodwin, III
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 18,908
6. SHARED VOTING POWER 15,000
7. SOLE DISPOSITIVE POWER: 16,681
8. SHARED DISPOSITIVE POWER: 15,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 33,908
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 2.94%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 33761Q102 13G Page 4 of 15 Pages
1. NAME OF REPORTING PERSONS:
A.W. Kuhn
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 246
6. SHARED VOTING POWER 55,676
7. SOLE DISPOSITIVE POWER: 181
8. SHARED DISPOSITIVE POWER: 55,676
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 55,922
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 4.85%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 33761Q102 13G Page 5 of 15 Pages
1. NAME OF REPORTING PERSONS:
Robert E. Paden
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 34,666
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER: 34,601
8. SHARED DISPOSITIVE POWER: 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 34,666
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 3.0%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 33761Q102 13G Page 6 of 15 Pages
1. NAME OF REPORTING PERSONS:
Fred T. Blair
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 5,390
6. SHARED VOTING POWER 21,326
7. SOLE DISPOSITIVE POWER: 5,379
8. SHARED DISPOSITIVE POWER: 21,326
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 26,716
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 2.32%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 33761Q102 13G Page 7 of 15 Pages
1. NAME OF REPORTING PERSONS:
Malcolm E. Lewis
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 22,248
6. SHARED VOTING POWER 22,000
7. SOLE DISPOSITIVE POWER: 22,183
8. SHARED DISPOSITIVE POWER: 22,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 44,248
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 3.84%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 33761Q102 13G Page 8 of 15 Pages
1. NAME OF REPORTING PERSONS:
G. Larry Russell
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 14,896
6. SHARED VOTING POWER 17,860
7. SOLE DISPOSITIVE POWER: 14,831
8. SHARED DISPOSITIVE POWER: 17,860
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 32,756
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 2.84%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 33761Q102 13G Page 9 of 15 Pages
1. NAME OF REPORTING PERSONS:
James E. Mulkin
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 29,742
6. SHARED VOTING POWER 5,584
7. SOLE DISPOSITIVE POWER: 29,677
8. SHARED DISPOSITIVE POWER: 5,584
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 35,326
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 3.06%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 33761Q102 13G Page 10 of 15 Pages
1. NAME OF REPORTING PERSONS:
E. H. Moore, Jr.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 38,556
6. SHARED VOTING POWER 3,840
7. SOLE DISPOSITIVE POWER: 38,491
8. SHARED DISPOSITIVE POWER: 3,840
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 44,396
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 3.85%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 33761Q102 13G Page 11 of 15 Pages
1. NAME OF REPORTING PERSONS:
James B. Koikos
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 15,968
6. SHARED VOTING POWER 6,600
7. SOLE DISPOSITIVE POWER: 15,541
8. SHARED DISPOSITIVE POWER: 6,600
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 22,568
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 1.96%
12. TYPE OF REPORTING PERSON: IN
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Page 12 of 15 Pages
Securities and Exchange Commission
Washington, D.C. 20549
ITEM 1(a) NAME OF ISSUER.
FirstFed Bancorp, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
1630 Fourth Avenue, North
Bessemer, Alabama 35020-5711
ITEM 2(a) NAME OF PERSON(S) FILING.
First Federal Savings Bank Employee Stock Ownership
Plan ("ESOP") and the following individuals who serve
as the ESOP Committee under the ESOP: B. K. Goodwin,
III, A. W. Kuhn, Robert E. Paden, Fred T. Blair,
Malcolm E. Lewis, G. Larry Russell, James E. Mulkin,
E. H. Moore, Jr., and James B. Koikos.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE.
Same as Item 1(b).
ITEM 2(c) CITIZENSHIP.
See Row 4 of the second part of the cover page
provided for each reporting person.
ITEM 2(d) TITLE OF CLASS OF SECURITIES.
Common Stock, par value $.01 per share.
ITEM 2(e) CUSIP NUMBER.
See the upper left corner of the second part of the
cover page provided for each reporting person.
ITEM 3. CHECK WHETHER THE PERSON FILING IS A:
(f) [x] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see 13d-1(b)(1)(ii)(F),
Item (a) (b) (c) (d) (e) (g) and (h) - not applicable. This
Schedule 13G is being filed on behalf of the ESOP identified in
Item 2(a), filing under Item 3(f) classification, and by each
member of the ESOP committee, filing pursuant to SEC no-action
letters. Exhibit A contains a disclosure of the voting and
dispositive powers over shares of the issuer held directly by
these entities.
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Page 13 of 15 Pages
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: See Row 9 of the
second part of the cover page provided for each
reporting person.
(b) Percent of Class: See Row 11 of the second part
of the cover page provided for each reporting
person.
(c) See Rows 5, 6, 7, and 8 of the second part of the
cover page provided for each reporting person.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class of
securities, check the following: [ ]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
Pursuant to Section 13.7 of the ESOP, First Federal
Savings Bank has the power to direct the receipt of dividends on
shares held in the ESOP trust.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.<PAGE>
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Page 14 of 15 Pages
SIGNATURE:
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
FIRST FEDERAL SAVINGS BANK
EMPLOYEE STOCK OWNERSHIP PLAN
/s/ B. K. Goodwin, III February 6, 1998
_________________________________________ _________________
B. K. Goodwin, III, as ESOP Committee Member Date
/s/ A. W. Kuhn February 6, 1998
_________________________________________ _________________
A. W. Kuhn, as ESOP Committee Member Date
/s/ Robert E. Paden February 6, 1998
_________________________________________ _________________
Robert E. Paden, as ESOP Committee Member Date
/s/ Fred T. Blair February 6, 1998
_________________________________________ _________________
Fred T. Blair, as ESOP Committee Member Date
/s/ Malcolm E. Lewis February 6, 1998
_________________________________________ _________________
Malcolm E. Lewis, as ESOP Committee Member Date
/s/ G. Larry Russell February 6, 1998
_________________________________________ _________________
G. Larry Russell, as ESOP Committee Member Date
/s/ James E. Mulkin February 6, 1998
_________________________________________ _________________
James E. Mulkin, as ESOP Committee Member Date
/s/ E. H. Moore, Jr. February 6, 1998
_________________________________________ _________________
E. H. Moore, Jr., as ESOP Committee Member Date
/s/ James B. Koikos February 6, 1998
_________________________________________ _________________
James B. Koikos, as ESOP Committee Member Date<PAGE>
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Page 15 of 15 Pages
Exhibit A
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The trustee of the ESOP holds shares of common stock of the
issuer in trust for the benefit of employees participating in
the ESOP. Pursuant to Section 13.6 of the ESOP, (i) the trustee
votes common stock allocated to participant accounts in
accordance with instructions by participants, and (ii) shares of
common stock of the issuer which have not been allocated shall
be voted by the trustee in a manner calculated to most
accurately reflect the voting instructions it has received from
participants regarding the allocated shares. Pursuant to
Section 13.3 of the ESOP, the trustee exercises investment
direction as directed by the ESOP Committee. Overall, the ESOP
Committee and the trustee must exercise their voting and
dispositive powers with respect to the assets held by the ESOP,
including common stock of the issuer, in accordance with the
fiduciary responsibility requirements imposed by Section 404 of
the Employee Retirement Income Security Act of 1974, as amended.
