SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               [GRAPHIC OMITTED]

                                    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): June 15, 2006



                         First Federal Bankshares, Inc.
                         -----------------------------
             (Exact name of registrant as specified in its charter)


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



329 Pierce Street, Sioux City, Iowa                                 51101
- -----------------------------------                              -----------
(Address of principal executive offices)                         (Zip Code)


                                 (712) 277-0200
                                 --------------
              (Registrant's telephone number, including area code)

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))





Item 5.02. Departure of Directors or Principal Officers;  Election of Directors;
           Appointment of Principal Officers.
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     On June 15, 2006,  David Clay resigned from the Board of Directors of First
Federal  Bankshares,  Inc. (the  "Company") and from the Boards of the Company's
affiliates, including First Federal Bank, the Company's savings bank subsidiary.
Mr.  Clay  had  served  on the  Boards  of  Directors  since  1998.  Mr.  Clay's
resignation  reflects  his  desire  to spend  more time on  family  and  related
personal  interests.  The Board of Directors  expressed gratitude for Mr. Clay's
dedicated service and for the wise counsel, advice, and direction he provided to
the Company over the past eight years.

     The  Company  has  initiated  a search to fill the  vacancy  created by Mr.
Clay's resignation. The Board also has designated Ronald A. Jorgensen, currently
a member of the  Company's  Board,  as Mr.  Clay's  successor as Chairman of the
Audit  Committee.  Mr.  Jorgensen,  Vice  President  for Business and Finance of
Morningside  College in Sioux  City,  Iowa,  has been a member of the  Company's
Audit  Committee  since  October  2005  and  qualifies  as an  "audit  committee
financial expert."

Item 9.01. Financial Statements and Exhibits.
           ---------------------------------

     (a)  Not Applicable.

     (b)  Not Applicable.

     (c)  Exhibits. None.











     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.

Dated:  June 15, 2006                   By: /s/ Michael W. Dosland
                                           ----------------------------------
                                           Michael W. Dosland
                                           President and Chief Executive Officer
                                           (Duly authorized representative)