SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549


_________





FORM
8-K





Current
Report


Pursuant
to Section 13 or 15(d) of the


Securities
Exchange Act of 1934





Date of
Report (Date of earliest event reported):  May 2, 2008


________________





First Federal Bankshares,
Inc.


(Exact
name of registrant as specified in its charter)








Delaware
            0-25509
            42-1485449(State
      or other jurisdiction
            (Commission
      File No.)
            (I.R.S.
      Employer Identification No.)of
      incorporation)





329 Pierce Street, Sioux
City, Iowa  51101


(Address
of principal executive offices)





(712)
277-0200


(Registrant’s
telephone number, including area code)








Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligations of the registrant under any of the following provisions (see
General Instructions A.2. below):





o
            Written
      communications pursuant to Rule 425 under the securities Act (12 C.F.R.
      230.425)





o
            Soliciting
      material pursuant to Rule 14a-2 under the Exchange Act (17 C.F.R.
      240.14a-12)





o
            Pre-commencement
      communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R.
      240.14d-2(b))





o
            Pre-commencement
      communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R.
      240.13e-4(c))














Item 2.02.            Results
of Operations and Financial Condition




On May 2,
2008, First Federal Bankshares, Inc. issued a press release regarding its
results of operations and financial condition at and for the three months and
nine months ended March 31, 2008.  The text of the press release and a
related financial supplement are included as Exhibit 99.1 to this report. The
information included in the press release text and the financial supplement is
considered to be “furnished” under the Securities Exchange Act of
1934.  The Company will include final interim financial statements and
additional analyses at and for the three months and nine months ended March 31,
2008, as part of its Form 10-Q covering that period.





Item
8.01.            Other
Events





The 8-K
filed February 25, 2008 stated the Company expected to file a plan with the
Office of Thrift Supervision (“OTS”) regarding the Company’s trust preferred
pooled securities by March 15, 2008.  At the Company’s request, the
OTS has agreed to extend the deadline to May 15, 2008.








Item 9.01.            Financial Statements
and Exhibits




(a) Not
applicable.





(b) Not
applicable.





(c) Not
applicable.





(d)
Exhibits: The following exhibit is being furnished herewith:




Exhibit
      No.
            Exhibit
      Description99.1
            Press
      release text and financial supplement of First Federal Bankshares, Inc.
      dated May 2, 2008














SIGNATURE





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, hereunto duly
authorized.








FIRST
      FEDERAL BANKSHARES, INC.DATE:  May
      2, 2008
            By:
            /s/Michael W.
      DoslandMichael
      W. DoslandPresident
      and Chief Executive Officer







2