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 18, 2008
                                ----------------

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

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


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

[ ] Written communications pursuant to Rule 425 under the securities Act
    (12 C.F.R. 230.425)

[ ] Soliciting material pursuant to Rule 14a-2 under the Exchange Act (17 C.F.R.
    240.14a-12)

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

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




Item 1.01.  Entry Into a Material Definitive Agreement

     On September 18, 2008,  Vantus Bank, the wholly owned federal  savings bank
subsidiary of the Registrant,  entered into a purchase and assumption  agreement
(the  "Agreement")  with  Lincoln  Savings  Bank,  Cedar Falls,  Iowa  ("Lincoln
Savings"),  whereby Vantus Bank will sell its Grinnell,  Iowa branch office (the
"Branch"),  and the deposits and the loans and other assets  associated with the
Branch,  to Lincoln  Savings.  The  transaction is expected to be consummated in
December 2008.

     Pursuant to the Agreement, on the closing date of the transaction,  Lincoln
Savings will purchase at book value: the Branch, including equipment,  furniture
and fixtures  associated with the Branch;  the loans associated with the Branch;
and Vantus Bank's ATM located at Grinnell College.  Additionally, on the closing
date, Lincoln Savings will assume the deposits housed at the Branch and will pay
a premium for the deposits of the Branch as set forth in the Agreement.

     Under the  Agreement,  Lincoln  Savings may choose not to purchase  certain
loans of Vantus  Bank after  completion  of due  diligence  on the  Branch  loan
portfolio. The Agreement is attached hereto as Exhibit 99.

Item 9.01.  Financial Statements and Exhibits

(a)   Financial Statements of Businesses Acquired.    Not Applicable.

(b)   Pro Forma Financial Information.                Not Applicable.

(c)   Shell Company Transactions.                     Not Applicable.

(d)   Exhibits.


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

                  99                    Purchase and Assumption Agreement,
                                        dated September 18, 2008







                                    SIGNATURE

     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: September 22, 2008                 By: /s/ Michael S. Moderski
                                             ---------------------------------
                                             Michael S. Moderski
                                             Chief Financial Officer





                                   Exhibit 99