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): July 10, 2007

                         FIRST FEDERAL BANKSHARES, INC.
                         ------------------------------
               (Exact Name of Registrant as Specified in Charter)

         Delaware                     0-25509                     42-1485449
  --------------------------    ---------------------        ------------------
(State or Other Jurisdiction)   (Commission File No.)        (I.R.S. Employer
      of Incorporation)                                      Identification No.)


329 Pierce Street, Sioux City, Iowa                                51101
- -----------------------------------                                -----
(Address of Principal Executive Offices)                          (Zip Code)

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



                                 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 CFR 240.13e-4(c))










Item 5.02.   Departure of Directors or Certain Officers;  Election of Directors;
                          Appointment of Certain  Officers;  Compensatory
                          Arrangements of Certain Officers.

     On July 10, 2007,  First  Federal  Bankshares,  Inc.  (the  "Company")  and
Michael  W.  Dosland,  the  Company's  President  and Chief  Executive  Officer,
executed an amendment of Mr.  Dosland's  Employment  Agreement.  The  amendment,
which was  effective as of July 1, 2007,  was executed in  conjunction  with the
Company's  previously  announced plan pursuant to which the cash compensation of
certain senior executives,  including Mr. Dosland, will be reduced over the next
three years by amounts ranging from 5% to 10% annually.  To offset the reduction
in cash  compensation,  each  executive  was granted stock  appreciation  rights
approximately equal in value to the reduction in cash compensation (based on the
Black-Scholes  option  pricing  methodology).  The  purpose  of the  plan  is to
increase the equity  ownership in the Company of these  senior  executives,  and
better align their interests with the interests of stockholders.

     The amendment of Mr. Dosland's  Employment  Agreement was necessary because
his original Employment  Agreement had provided a specified level of base salary
that could not be reduced.  In addition,  the  amendment  memorializes  the fact
that, for the first six months of 2007, Mr. Dosland had given up his right under
the  agreement to be  reimbursed  for the use of an  automobile  in exchange for
being paid additional base salary.

     The preceding  discussion of the amendment is qualified by reference to the
amendment itself, which is attached to this Form 8-K as Exhibit 99.1.

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

                  (a) Not Applicable.

                  (b) Not Applicable.

                  (c) Not Applicable.

                  (d) Exhibit:

                      Exhibit 99.1: First Amendment to the Employment Agreement
                      for Michael W. Dosland













                                   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 BANKSHARES, INC.



DATE: July 16, 2007                     By: /s/ Michael W. Dosland
                                           -------------------------------------
                                           Michael W. Dosland
                                           President and Chief Executive Officer