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:  March 31, 2009

[  ]  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:

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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;

[  ] (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 March 31, 2009,
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 determine the fair value of certain investment securities,  complete its
financial  statements,  and have the  report  reviewed  by its  accountants  and
attorneys.

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?
|X| Yes [ ] 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.

It is currently  anticipated  that the Company's  results of operations  for the
three and nine months  ended March 31,  2009 will be  materially  lower than the
results of operations for the  corresponding  periods in 2008, due in large part
to  downgrades   in  the   investment   ratings  of  certain   trust   preferred
collateralized debt obligations in the Company's portfolio.  However,  since the
results will significantly  depend on the valuation of such securities following
the  downgrades,  which  valuation is not yet  completed,  it is not possible to
reasonably estimate the anticipated change.

                         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:  May 18, 2009      By:  /s/ Michael Moderski
                              --------------------------------------
                              Michael Moderski
                              Senior Vice President and Chief Financial Officer