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):
                         January 21, 1998

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

Federal                  0-                 To Be Applied For
- -----------------------------------------------------------------
(State or other      (Commission File No.)    (I.R.S. Employer
jurisdiction of                               Identification No.)
incorporation)

       Registrant's telephone number, including area code:
                         (410) 242-1234


                         Not Applicable
  (Former name or former address, if changed since last report)



Item 1.   Changes in Control of Registrant


     After the close of business on January 21, 1998, Leeds
Federal Bankshares, Inc. (the "Company") became a savings and
loan holding company in accordance with the terms of an Agreement
and Plan of Reorganization, dated December 27, 1996 (the
"Agreement"), by and between Leeds Federal Savings Bank (the
"Bank"), a federally-chartered stock savings bank, Leeds Interim
Savings Bank ("Interim"), a federally chartered interim stock
savings bank, and the Company, a federally chartered stock
corporation. Pursuant to the Agreement: (1) the Company was
organized as a wholly owned subsidiary of the Bank; (2) Interim
was organized as a wholly owned subsidiary of the Company; (3)
Interim merged with and into the Bank, with the Bank as the
surviving institution, and (4) upon such merger, (i) the
outstanding shares of common stock, par value $1.00 per share, of
the Bank became, by operation of law, on a one-for-one basis,
common stock, par value $1.00 per share, of the Company, (ii) the
common stock of Interim held by the Company was converted into
common stock of the Bank and (iii) the common stock of the
Company held by the Bank was canceled. Accordingly, the Bank
became a wholly owned subsidiary of the Company and the
shareholders of the Bank, including Leeds Federal Bankshares,
M.H.C., the Bank's federally chartered mutual holding company,
became shareholders of the Company.

     The Common Stock of the Bank was previously registered under
Section 12(g) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), with the Office of Thrift Supervision.
Pursuant to Rule 12g-3 promulgated under the Exchange Act, the
Company's Common Stock is deemed automatically registered under
the Exchange Act. In addition, the Common Stock of the Company
has been substituted for the Common Stock of the Association on
the Nasdaq National Market under the symbol "LFED."

Item 7.   Financial Statements, Pro Forma Financial Information,
and Exhibits

     The Index of Exhibits immediately precedes the attached
exhibits. 



                           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.

                                   LEEDS FEDERAL BANKSHARES, INC.


DATE: January 21, 1998             By:  \s\ Dale R. Douglas

                                        Dale R. Douglas, Vice
                                         President



                          EXHIBIT INDEX

The following Exhibits are filed as part of this report:

     Exhibit 2      Agreement and Plan of Reorganization

     Exhibit 3.1    Federal Stock Charter of Leeds Federal
                    Bankshares, Inc.

     Exhibit 3.2    Bylaws of Leeds Federal Bankshares, Inc.

     Exhibit 4      Form of Common Stock Certificate