First Federal Bankshares (FFSX) S-8 POS Registration of securities for employees (post-effective amendment)

Registration No. 333-142264

As filed with the Securities and Exchange Commission on December 2, 2009

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

___________________

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

___________________

First Federal Bankshares, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	42-1485449
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

423 6th Street, Suite 400Sioux City, Iowa 51101

(Address of Principal Executive Offices)First Federal Bankshares, Inc. 2006 Stock-Based Incentive Plan

(Full Title of the Plan)

Copies to:

Mr. Barry E. Backhaus	Robert B. Pomerenk, Esquire
President and Chief Executive Officer	Luse Gorman Pomerenk & Schick, P.C.
First Federal Bankshares, Inc.	5335 Wisconsin Ave., N.W., Suite 780
423 6th Street, Suite 400	Washington, D.C.  20015
Sioux City, Iowa 51101	(202) 274-2000
(888) 859-5424
(Name, Address and Telephone Number of Agent for Service)

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One)

Large Accelerated Filer [ ]                                                Accelerated Filer   [ ]                                             Non-Accelerated Filer [ ]                                           Smaller reporting company [ü]

DEREGISTRATION OF SECURITIES

_________________________________

This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 declared effective on April 20, 2007 (the “Registration Statement”), File No. 333-142264, which originally registered 300,000 shares of common stock of First Federal Bankshares, Inc. for issuance pursuant to the First Federal Bankshares, Inc. 2006 Stock-Based Incentive Plan (the “Plan”).  The Plan has terminated and this Post-Effective Amendment is filed to deregister the 186,457 remaining shares (after giving effect to any and all splits, combinations, dividends, recapitalizations and other events that changed the number of shares registered in connection with the Plans)  registered, but not issued, under the Registration Statement following termination of the Plan.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sioux City, State of Iowa, on this 8th day of December, 2009.

	FIRST FEDERAL BANKSHARES, INC.
By:	/s/ Barry E. Backhaus
	Barry E. Backhaus, President, Chief Executive
	Officer, Interim Chief Financial Officer
	and Chairman of the Board
	(Duly Authorized Representative)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated.

Signatures	Title	Date
/s/ Barry E. Backhaus	President, Chief Executive Officer,	December 8, 2009
Barry E. Backhaus	Interim Chief Financial Officer and
	Chairman of the Board
	(Principal Executive, Financial
	and Accounting Officer)
/s/ Arlene T. Curry	Director	December 8, 2009
Arlene T. Curry
/s/ Jon G. Cleghorn	Vice President, Secretary	December 8, 2009
Jon G. Cleghorn	and Director
/s/ Gary L. Evans	Director	December 8, 2009
Gary L. Evans
/s/ Allen J. Johnson	Director	December 8, 2009
Allen J. Johnson
/s/ Ronald A. Jorgensen	Director	December 8, 2009
Ronald A. Jorgensen
/s/ David M. Roederer	Director	December 8, 2009
David M. Roederer
/s/ Charles D. Terlouw	Director	December 8, 2009
Charles D. Terlouw