SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                  FORM 10-Q/A
                                Amendment No. 1


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

                 For the Quarterly Period Ended March 31, 1997

                                       OR

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

            For the Transition Period from            To
                                           ----------    ---------

                     COMMISSION FILE NUMBER:      0-23146


                              RedFed Bancorp Inc.
             (Exact name of registrant as specified in its charter)

   DELAWARE                                          33-0588105
(State or other jurisdiction of             (I.R.S. employer identification no.)
 incorporation or organization)

              300 East State Street, Redlands, California   92373
             (Address of principal executive offices)   (Zip code)

      Registrant's telephone number, including area code:  (909) 335-3551

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to filing requirements
for the past 90 days.

                             [X]Yes  [ ]No

The Registrant had 7,319,867 shares of common stock outstanding at March 31,
1997.


 
                                   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.

Dated:  May 14, 1997        REDFED BANCORP INC.



                                By:  /s/  Anne Bacon
                                    ---------------------------                 
                                          Anne Bacon
                                          President and
                                          Chief Executive Officer



                                By:  /s/  David C. Gray
                                    -------------------------------
                                          David C. Gray, CPA
                                          Treasurer and
                                          Chief Financial Officer

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