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 1, 2009

                         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
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     On September 1, 2009,  Michael Moderski submitted notice of his resignation
as Chief  Financial  Officer  of the  Company.  Mr.  Moderski's  resignation  is
effective  September  18,  2009 and he is  expected  to remain  Chief  Financial
Officer of the Company through that date.

Item 9.01. Financial Statements and Exhibits

          (a)  Not Applicable.

          (b)  Not Applicable.

          (c)  Not Applicable.

          (d)  Exhibits: None





                                   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: September 8, 2009             By:  /s/ Levon L. Mathews
                                         --------------------------
                                         Levon L. Mathews
                                         President and Chief Executive Officer