UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 12b-25

                        Commission File Number: 000-25509

                           NOTIFICATION OF LATE FILING


(Check One):  [ ] Form 10-K  [ ] Form 20-F  [ ] Form 11-K  |X| Form 10-Q
[ ] Form N-SAR


For Period Ended:  December 31, 2008

[  ]  Transition Report on Form 10-K
[  ]  Transition Report on Form 20-F
[  ]  Transition Report on Form 11-K
[  ]  Transition Report on Form 10-Q
[  ]  Transition Report on Form N-SAR
For the Transition Period Ended:  _______________


  Read Instruction (on back page) Before Preparing Form. Please Print or Type.
    Nothing in this form shall be construed to imply that the Commission has
                   verified any information contained herein.


If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:_________________________________

PART I - REGISTRANT INFORMATION

Full Name of Registrant:  First Federal Bankshares, Inc.
Former Name if Applicable:  N/A
Address of Principal Executive Offices (Street and Number): 329 Pierce Street
City, State and Zip Code:  Sioux City, Iowa 51102

PART II - RULES 12B-25(B) AND (C)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

|X| (a) The  reasons  described  in  reasonable  detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

|X| (b) The subject annual report, semi-annual report, transition report on Form
10-K,  Form 20-F, 11-K or Form N-SAR,  or portion  thereof,  will be filed on or
before the  fifteenth  calendar day following  the  prescribed  due date; or the
subject  quarterly report or transition  report on Form 10-Q, or portion thereof
will be filed on or before the fifth  calendar day following the  prescribed due
date; and

[ ] (c) The  accountant's  statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.




PART III - NARRATIVE

State below in reasonable  detail the reasons why Forms 10-K,  20-F, 11-K, 10-Q,
N-SAR, N-CSR or the transition report portion thereof, could not be filed within
the prescribed time period.

     The Company is in the process of preparing  and reviewing the financial and
other  information  for its Form 10-Q report for the quarter ended  December 31,
2008,  and does not  expect  the  report  will be  finalized  for  filing by the
prescribed due date without  unreasonable  effort or expense.  The Company needs
additional  time to complete its  financial  statements,  as well as to have the
report reviewed by its  accountants  and attorneys.  The Company intends to file
such quarterly report no later than five days following the prescribed due date.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification:

Michael Moderski               (712)                    277-0200
- ------------------          ----------------         ------------------
(Name)                     (Area Code)               (Telephone Number)

(2) Have all other  periodic  reports  required under Section 13 or 15(d) of the
Securities  Exchange Act of 1934 or Section 30 of the Investment  Company Act of
1940  during  the  preceding  12  months  or for such  shorter  period  that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s). [ ] Yes |X| No

     The Company  failed to timely  file its Annual  Report on Form 10-K for the
year ended June 30, 2008. The Form 10-K was  subsequently  filed on November 13,
2008.


(3) Is it anticipated  that any significant  change in results of operation from
the  corresponding  period for the last  fiscal  year will be  reflected  by the
earnings statements to be included in the subject report or portion thereof? [ ]
Yes |X| No


If so, attach an explanation of the  anticipated  change,  both  narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.


                         First Federal Bankshares, Inc.
                         ------------------------------
                (Name of Registrant as specified in its charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.

Date:  February 17, 2009         By:   /s/ Michael Moderski
                                       ----------------------------------------
                                       Michael Moderski
                                       Senior Vice President and
                                       Chief Financial Officer