**Exhibit
      31.2**





**Certification
      of Chief Financial Officer Pursuant to**


**Section
      302 of the Sarbanes-Oxley Act of 2002**





I,
      Michael S. Moderski, certify that:





1.
            I
                have reviewed this annual report on Form 10-K of First Federal Bankshares,
                Inc.;





2.
            Based
                on my knowledge, this annual report does not contain any untrue statement
                of a material fact or omit to state a material fact necessary to
                make the
                statements made, in light of the circumstances under which such statements
                were made, not misleading with respect to the period covered by this
                annual report;





3.
            Based
                on my knowledge, the financial statements, and other financial information
                included in this annual report, fairly present in all material respects
                the financial condition, results of operations and cash flows of
                the
                Company as of, and for, the periods presented in this annual report;





4.
            The
                Company’s other certifying officer and I are responsible for establishing
                and maintaining disclosure controls and procedures (as defined in
                Exchange
                Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
                reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
                for
                the Company and have:





a)
      designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the Company, including its consolidated
      subsidiaries, is made known to us by others within those entities, particularly
      during the period in which this annual report is being prepared;





b)  designed
      such internal control over financial reporting, or caused such internal control
      over financial reporting to be designed under our supervision, to provide
      reasonable assurance regarding the reliability of financial reporting and the
      preparation of financial statements for external purposes in accordance with
      generally accepted accounting principles;





c)
      evaluated the effectiveness of the Company’s disclosure controls and procedures
      and presented in this annual report our conclusions about the effectiveness
      of
      the disclosure controls and procedures, as of the end of the period covered
      by
      this annual report based on such evaluation; and





d)
      d isclosed
      in this annual report any change in the Company’s internal control over
      financial reporting that occurred during the Company’s most recent fiscal
      quarter that has materially affected, or is reasonably likely to materially
      affect, the Company’s internal control over financial reporting; and





5.
            The
                Company’s other certifying officer and I have disclosed, based on our most
                recent evaluation of internal control over financial reporting, to
                the
                Company’s auditors and the audit committee of the Company’s board of
                directors:





a)
      all
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the Company’s ability to record, process, summarize and report
      financial information; and





b)
      any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the Company’s internal control over financial
      reporting.








Date:
                September 13, 2006
            /s/
                Michael S. ModerskiMichael
                S. ModerskiSenior
                Vice President and Chief Financial
                Officer