|UNITED
      STATES                                                             
|--------------------------------------------------------------------------------
|SECURITIES
      AND EXCHANGE COMMISSION                                        
|Washington, D.C. 20549                                                          
|                                                                                
|FORM
      10-KSB/A                                                             
|Amendment No.
      2                                                           
|                                                                                
|[X]                                                                             
|                                                                                
|                                                                                
|[ ]                                                                             
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|(Name
      of small business issuer in its charter)                            
|                                                                                
|                                                                                
|(State or other jurisdiction of
      incorporation or organization)            
|                                                                                
|2094 Jordan Avenue,
      Juneau, Alaska 99801                                  
|(Address of principal executive
      offices)                                  
|                                                                                
|Issuers telephone number (907)
      789-4844                                  
|                                                                                
|Securities registered pursuant to
      Section 12(b) of the Exchange Act:  None
|                                                                                
|Securities registered pursuant to
      Section 12(g) of the Exchange Act:      
|                                                                                

Check whether the issuer is not required
to file reports pursuant to Section 13 or 15(d) of the Exchange Act. [ ]
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 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 [
] Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of the registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendments to this Form 10-KSB. [X]

Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X] The issuers revenues for the fiscal year were $11.3
million. As of March 25, 2006, there were issued and outstanding 627,754
shares of the registrants Common Stock, which are traded on the
over-the-counter market through the OTC Electronic Bulletin Board under the
symbol AKPB. Based on the average of the bid and asked prices for the Common
Stock on March 24, 2006, the aggregate value of the Common Stock outstanding
held by nonaffiliates of the registrant was $12.5 million (575,321 shares at
$21.30 per share). For purposes of this calculation, officers and directors of
the registrant are considered nonaffiliates.



|DOCUMENTS INCORPORATED
      BY REFERENCE
|-----------------------------------------

|1. | Portions of the Annual Report to
      Stockholders for the Fiscal Year Ended December 31, 2005 (Parts I and
      II)
|-- | ----------------------------------------------------------------------------------------------------------------------
|  
|2. | Portions of the Proxy Statement
      for the 2006 Annual Meeting of Stockholders (Part III)                          
|  

Transitional Small Business Disclosure
Format (check one) Yes No X

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|EXPLANATORY
      NOTE
|----------------------

This Amendment No. 2 on Form 10-KSB/A
(Amendment) amends the Annual Report on Form 10-KSB for the year ended
December 31, 2005 ("Original Report") of Alaska Pacific Bancshares, Inc.
("Company"), and is being filed to add Note 18 of Notes to Consolidated
Financial Statements, disclosing a correction of an error in the Companys
Consolidated Statement of Cash Flows for the year ended December 31, 2004.
Specifically, cash flows related to loans held for sale were reclassified from
investing cash flows to operating cash flows as required by paragraph 9 of
Statement of Financial Accounting Standards No. 102 and to conform to the
presentation in the Consolidated Statement of Cash Flows for the year ended
December 31, 2005.

The effect of this correction was an
increase of $1,801,000 in both net cash provided by operating activities and net
cash used in investing activities for the year ended December 31, 2004. The
correction had no effect on the Companys income, financial position, or total
net cash flows.

Except for the modification described
above, this Amendment does not modify or update the Companys previously
reported financial statements and other financial disclosures in, or exhibits
to, the Original Report, nor does it reflect events occurring after the date of
the Original Report. Unaffected items and exhibits have not been repeated in
this Amendment.

- 2 -

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|SIGNATURES
|----------

Pursuant to
the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this amended report to be signed on June 12,
2006, on its behalf by the undersigned, thereunto duly authorized.

ALASKA
PACIFIC BANCSHARES, INC./s/Craig
E. DahlCraig
E. Dahl President
and Chief Executive Officer(Duly
Authorized Representative)

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|Exhibit
      13
|----------------

Annual Report to
Stockholders

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|Exhibit
      31.1
|------------------

Certification RequiredBy Rules 13a-14 and 15d-14 under the Securities Exchange Act
of 1934

I, Craig E. Dahl, President and Chief
Executive Officer, certify that:

|1. | I have reviewed this
      Annual Report on Form 10-KSB, of Alaska Pacific Bancshares,
  Inc.;                                                                                                                                                                                                                                    
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | Based on my knowledge,
      this 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 report;
|  
|3. | Based on my knowledge,
      the financial statements, and other financial information included in this
      report, fairly present in all material respects the financial condition,
      results of operations and cash flows of the registrant as of, and for, the
      periods presented in this report;                   
|  
|4. | The registrants other
      certifying officer(s) 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)) for the registrant and have:                                                                                  
|  
|   |                                                                                                                                                                                                                                                                                                                                   
|  
|   |                                                                                                                                                                                                                                                                                                                                   
|  
|   |                                                                                                                                                                                                                                                                                                                                   
|  
|5. | The registrants other
      certifying officer(s) and I have disclosed, based on our most recent
      evaluation of internal control over financial reporting, to the
      registrants auditors and the audit committee of the registrants board of
      directors (or persons performing the equivalent functions):        
|  
|   |                                                                                                                                                                                                                                                                                                                                   
|  
|   |                                                                                                                                                                                                                                                                                                                                   
|  

Date:June 12,
2006                                                                                        /s/Craig
E. DahlCraig
E. DahlPresident
andChief
Executive Officer

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|Exhibit
      31.2
|------------------

Certification RequiredBy Rules 13a-14 and 15d-14 under the Securities Exchange Act
of 1934

I, Roger K. White, Senior Vice President
and Chief Financial Officer, certify that:

|1. | I have reviewed this
      Annual Report on Form 10-KSB, of Alaska Pacific Bancshares,
  Inc.;                                                                                                                                                                                                                                    
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | Based on my knowledge,
      this 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 report;
|  
|3. | Based on my knowledge,
      the financial statements, and other financial information included in this
      report, fairly present in all material respects the financial condition,
      results of operations and cash flows of the registrant as of, and for, the
      periods presented in this report;                   
|  
|4. | The registrants other
      certifying officer(s) 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)) for the registrant and have:                                                                                  
|  
|   |                                                                                                                                                                                                                                                                                                                                   
|  
|   |                                                                                                                                                                                                                                                                                                                                   
|  
|   |                                                                                                                                                                                                                                                                                                                                   
|  
|5. | The registrants other
      certifying officer(s) and I have disclosed, based on our most recent
      evaluation of internal control over financial reporting, to the
      registrants auditors and the audit committee of the registrants board of
      directors (or persons performing the equivalent functions):        
|  
|   |                                                                                                                                                                                                                                                                                                                                   
|  
|   |                                                                                                                                                                                                                                                                                                                                   
|  

Date:June
12,
2006                                                                               /s/Roger
K. WhiteRoger
K. White Senior
Vice President andChief
Financial Officer

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|Exhibit
      32.1
|------------------

CERTIFICATION OF CHIEF EXECUTIVE
OFFICER OF ALASKA PACIFIC BANCSHARES, INC.PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, and in connection with the
Corporations Annual Report on Form 10-KSB, I hereby certify that:

- The report fully complies with the requirements of
  Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, and
- The information contained in the report fairly
  presents, in all material respects, the Corporations financial condition and results of operations.

|June 12, 2006 |  | /s/ Craig E. Dahl        
|------------- |  | -------------------------
|Date          |  | Craig E. Dahl            
|              |  | President and            
|              |  | Chief Executive
  Officer

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|Exhibit
      32.2
|------------------

CERTIFICATION OF CHIEF FINANCIAL
OFFICER OF ALASKA PACIFIC BANCSHARES, INC.PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, and in connection with the
Corporations Annual Report on Form 10-KSB, I hereby certify that:

- The report fully complies with the requirements of
  Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, and
- The information contained in the report fairly
  presents, in all material respects, the Corporations financial condition and results of operations.

|June 12, 2006 |  | /s/ Roger K. White       
|------------- |  | -------------------------
|Date          |  | Roger K. White           
|              |  | Senior Vice President and
|              |  | Chief Financial Officer  

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