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 17, 2006

                First Federal of Northern Michigan Bancorp, Inc.
             (Exact name of registrant as specified in its charter)

       Maryland                          0-31957                  38-0135202
- ----------------------------      ---------------------      -------------------
(State or other jurisdiction      (Commission File No.)        (IRS Employer
                                                             Identification No.)



100 S. Second Ave., Alpena, Michigan                                    49707
- ---------------------------------------                               ----------
(Address of principal executive offices)                              (Zip Code)


Registrant's telephone number, including area code:  (989) 356-9041


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

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

[  ] Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[  ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[  ] Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
     Exchange Act (17 CRF 240.13e-4(c))

<page>

Item 1.01.  Entry into a Material Definitive Agreement.

     On May 17,  2006,  stockholders  of  First  Federal  of  Northern  Michigan
Bancorp,   Inc.  (the   "Registrant")   approved  the  Registrant's  2006  Stock
Based-Incentive  Plan (the "Stock  Incentive  Plan"). A description of the Stock
Incentive  Plan is  included  in  "Proposal  2 -  Approval  of First  Federal of
Northern  Michigan  Bancorp,  Inc.  2006  Stock-Based  Incentive  Plan"  of  the
Registrant's  Definitive  Proxy Statement for its 2006 Annual Meeting,  as filed
with the Securities and Exchange  Commission  (the "SEC") on April 10, 2006, and
is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(a)      Not Applicable.

(b)      Not Applicable.

(c)      Exhibits.

              Exhibit No.          Description
              -----------          -----------
                 10.1              First Federal of Northern Michigan Bancorp,
                                   Inc. 2006 Stock  Based-Incentive Plan
                                   (incorporated  by reference  to Appendix A of
                                   the  Registrant's  Definitive  Proxy
                                   Statement  for the 2006 Annual  Meeting of
                                   Stockholders  (File No.  0-31957),  as
                                   filed with the SEC on April 10, 2006)

                 10.2              Form of Stock Option Agreement for Outside
                                   Directors

                 10.3              Form of Stock Option Agreement for Employees

                 10.4              Form of Restricted Stock Agreement

<page>


                                   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.

                                FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC.


DATE:  May 23, 2006             By:  /s/ Michael W. Mahler
                                     ------------------------------------------
                                     Michael W. Mahler
                                     President



<page>

                                 EXHIBIT INDEX

Exhibit No.            Description
- -----------            ------------
10.1                   First  Federal  of  Northern  Michigan  Bancorp,  Inc.
                       2006 Stock  Based-Incentive  Plan (incorporated by
                       reference to Appendix A of the  Registrant's  Definitive
                       Proxy Statement for the 2006 Annual Meeting of
                       Stockholders (File No. 0-31957),  as filed with the SEC
                       on April 10, 2006)

10.2                   Form of Stock Option Agreement for Outside Directors

10.3                   Form of Stock Option Agreement for Employees

10.4                   Form of Restricted Stock Agreement