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): September 22, 2004

                          WEBSTER CITY FEDERAL BANCORP
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Federal                         0-26577             42-1491186
 ---------------------------           ----------           ------------
(State or other jurisdiction          (Commission          (IRS Employer
      of incorporation)                 File No.)         Identification No.)




820 Des Moines Street, Webster City, Iowa                   50595-0638
- -----------------------------------------                   ----------
(Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code: (515) 832-3071
                                                    --------------


                                 Not Applicable
           -----------------------------------------------------------
          (Former name or former address, if changed since last report)





Section 3      Securities and Trading Markets

Item 3.01      Notice of  Delisting  or Failure to Satisfy a  Continued  Listing
               Rule or Standard; Transfer of Listing

(a)  N/A

(b)  N/A

(c)  N/A

(d)  The Board of Directors of Webster City Federal  Bancorp (the  "Company") by
     resolution  adopted on  September  22, 2004  approved  the  termination  of
     registration  of the  Company's  common  stock under  Section  12(g) of the
     Securities  Exchange Act of 1934 and the delisting of the common stock from
     the Nasdaq Small-Cap market. The Board's action is intended to decrease the
     compliance  costs  and  administrative  requirements  associated  with  the
     registration  and  listing of the  Company's  common  stock given the small
     number of Company  stockholders  and the relatively low level of trading in
     the Company's  common stock.  Reference is made to the press release issued
     by the Company on  September  23, 2004,  filed  herewith as Exhibit 99, for
     further details.

Section 9      Financial Statements and Exhibits

Item 9.01      Financial Statements and Exhibits.

(a)  Not Applicable.

(b)  Not Applicable.

(c)  Exhibits.

         Exhibit No.                        Description
         -----------                        -----------

            99                  Press Release dated September 23, 2004

                                   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, hereunto duly authorized.

                                          WEBSTER CITY FEDERAL BANCORP


DATE:  September 23, 2004            By:  /s/ Phyllis A.Murphy
                                          -------------------------------------
                                          Phyllis A. Murphy
                                          President and Chief Executive Officer


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