Registration No. 333-______

   As filed with the Securities and Exchange Commission on September 14, 2005

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                    First Federal Banc of the Southwest, Inc.
             (Exact Name of Registrant as Specified in its Charter)

           Delaware                                     85-0453611
  (State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
   Incorporation or Organization)

                          300 North Pennsylvania Avenue
                            Roswell, New Mexico 88201
                    (Address of Principal Executive Offices)

                               Aubrey L. Dunn, Jr.
                          300 North Pennsylvania Avenue
                            Roswell, New Mexico 88201
                     (Name and Address of Agent for Service)

                            ------------------------

              First Federal Bank 1995 Employees' Stock Option Plan
                    First Federal Banc of the Southwest, Inc.
                   2002 Stock Option Plan and Incentive Plan
                            (Full Title of the Plans)

                                   Copies to:

           Aubrey L. Dunn, Jr.                          Gary A. Lax, Esq.
  President and Chief Executive Officer         Luse Gorman Pomerenk & Schick
First Federal Banc of the Southwest, Inc.          Professional Corporation
      300 North Pennsylvania Avenue         5335 Wisconsin Ave., N.W., Suite 400
        Roswell, New Mexico 88201                  Washington, D.C.  20015
             (505) 622-6201                              (202) 274-2000
      (Name, Address and Telephone
      Number of Agent for Service)


                           ---------------------------

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 check the following box.    [X]

<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

====================================================================================================================
   Title of Each Class                                Proposed               Proposed
      Of Securities               Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered              Registered            Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
<S>                             <C>                 <C>                      <C>                    <C>
$0.01 per share                 62,960 (1)           $7.8513 (2)              $494,317                 $58
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                 11,400 (3)           $16.00 (4)               $182,400                 $21
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                143,600 (5)           $10.044 (2)            $1,442,313                $170
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                 89,600 (6)           $16.00 (4)             $1,443,600                $170
--------------------------------------------------------------------------------------------------------------------
         Totals                                                             $3,562,630                $419
====================================================================================================================
</TABLE>
--------------
(1)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance  under the First  Federal Bank 1995  Employees'  Stock Option Plan
     (the  "1995  Stock  Option  Plan")  for any  stock  options  that have been
     granted.
(2)  Determined by the exercise price of options  pursuant to 17 C.F.R.  Section
     230.457(h)(1).  (3)  Represents  the  number  of  shares  of  common  stock
     currently  reserved for  issuance  under the 1995 Stock Option Plan for any
     future stock option grants.
(4)  Determined  by  reference  to the fair market  value of the common stock on
     September 12, 2005, pursuant to 17 C.F.R. Section 230.457(c).
(5)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance  under the First  Federal Banc of the  Southwest,  Inc. 2002 Stock
     Option and  Incentive  Plan (the "2002  Stock  Option  Plan") for any stock
     options that have been granted.
(6)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance  under the 2002  Stock  Option  Plan for any future  stock  option
     grants.

     This   registration   statement  shall  become  effective  upon  filing  in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.

PART I.

Items 1 and 2.  Plan Information and Registrant Information and Employee Plan
                Annual Information

     The documents  containing the  information  specified in Part I of Form S-8
have been or will be sent or given to participants in the 1995 Stock Option Plan
and the 2002 Stock Option Plan as specified by Rule 428(b)(1) promulgated by the
Securities and Exchange  Commission (the "Commission")  under the Securities Act
of 1933, as amended (the  "Securities  Act").  In 1998,  in connection  with the
reorganization  by First  Federal  Bank  (the  "Bank")  into a  holding  company
structure and the  concurrent  formation of First Federal Banc of the Southwest,
Inc. (the "Company") as the sole  stockholder of the Bank, the 1995 Stock Option
Plan was assumed as a stock option plan of the Company.

                                       2
<Page>

     Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

     The following  documents  previously or  concurrently  filed by the Company
with the Commission are hereby  incorporated  by reference in this  Registration
Statement:

     a)  The  Company's  joint  proxy  statement-prospectus  containing  audited
financial  statements  for  the  fiscal  year  ended  September  30,  2004  (the
"Prospectus"),  filed with the  Commission  on April 21,  2005  pursuant to Rule
424(b)(3) of the Securities Act of 1933, as amended;

     b) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act") since the end
of the year covered by the Prospectus referred to in (a) above; and

     c)  The  description  of  the  Company's  common  stock  contained  in  the
Registration Statement on Form 8-A filed with the Commission on April 8, 2005.

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  registration  statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
Prospectus to the extent that a statement  contained herein or therein or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  herein  or  therein  modifies  or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement and the Prospectus.

     The  Company  shall  furnish  without  charge  to each  person  to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated).  Requests should be directed to Aubrey
L. Dunn, Jr., First Federal Banc of the Southwest,  Inc., 300 North Pennsylvania
Avenue, Roswell, New Mexico 88201, telephone number (505) 622-6201.

     All information appearing in this Registration Statement and the Prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

Item 4.  Description of Securities

     Not applicable.

                                       3
<Page>

Item 5.  Interests of Named Experts and Counsel

     None.

Item 6.  Indemnification of Directors and Officers

     Articles  ELEVENTH and TWELFTH of the Certificate of Incorporation of First
Federal Banc of the Southwest,  Inc. (the "Corporation") set forth circumstances
under which directors,  officers, employees and agents of the Corporation may be
insured or indemnified against liability which they incur in their capacities as
such:

         ELEVENTH:

     A. Each  person  who was or is made a party or is  threatened  to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal, administrative or investigative (hereinafter a "proceeding"),by
reason  of the fact that he or she is or was a  director  or an  officer  of the
Corporation or is or was serving at the request of the Corporation as a director
or  officer  of  another  corporation,   including,   without  limitation,   any
Subsidiary(as  defined in Article EIGHTH  herein),  partnership,  joint venture,
trust or other enterprise, including service with respect to an employee benefit
plan  (hereinafter  an  "indemnitee"),  whether the basis of such  proceeding is
alleged action in an official  capacity as a director or officer or in any other
capacity while serving as a director or officer,  shall be indemnified  and held
harmless by the  Corporation  to the fullest  extent  authorized by the Delaware
General Corporation Law, as the same exists or may hereafter be amended (but, in
the case of any such amendment,  only to the extent that such amendment  permits
the  Corporation  to  provide  broader  indemnification  rights  than  such  law
permitted  the  Corporation  to provide  prior to such  amendment),  against all
expense, liability and loss (including attorneys' fees, judgments,  fines, ERISA
excise taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith;  PROVIDED,  HOWEVER,  that,
except as provided in Section C hereof with  respect to  proceedings  to enforce
rights to  indemnification,  the Corporation shall indemnify any such indemnitee
in connection  with a proceeding (or part thereof)  initiated by such indemnitee
only if such  proceeding  (or  part  thereof)  was  authorized  by the  Board of
Directors of the Corporation.

     B. The right to  indemnification  conferred  in  Section A of this  Article
shall include the right to be paid by the Corporation  the expenses  incurred in
defending any such proceeding in advance of its final  disposition  (hereinafter
an "advancement of expenses");  PROVIDED, HOWEVER, that, if the Delaware General
Corporation Law requires,  an advancement of expenses  incurred by an indemnitee
in his or her capacity as a director or officer  (and not in any other  capacity
in which  service  was or is  rendered by such  indemnitee,  including,  without
limitation,  service  to an  employee  benefit  plan)  shall be made  only  upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such  indemnitee,  to repay all  amounts so advanced if it shall
ultimately  be  determined  by final  judicial  decision  from which there is no
further  right  to  appeal  (hereinafter  a  "final  adjudication"),  that  such
indemnitee  is not  entitled  to be  indemnified  for such  expenses  under this
Section or otherwise.  The rights to  indemnification  and to the advancement of
expenses  conferred in Sections A and B of this Article shall be contract rights
and such  rights  shall  continue  as to an  indemnitee  who has  ceased to be a
director or officer and shall  inure to the benefit of the  indemnitee's  heirs,
executors and administrators.

     C. If a claim under  Section A or B of this  Article is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation,  except in the case of a claim for an advancement  of expenses,  in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter  bring suit against the Corporation to recover the unpaid amount
of the claim.  If  successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an  undertaking,  the indemnitee  shall also be entitled to be paid the
expense of  prosecuting  or defending  such suit. In (i) any suit brought by the
indemnitee to enforce a right to  indemnification  hereunder  (but not in a suit
brought by the  indemnitee to enforce a right to an  advancement of expenses) it
shall be a defense that,  and (ii) in any suit by the  Corporation to recover an
advancement of expenses  pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final  adjudication  that, the
indemnitee has not met any applicable  standard for indemnification set forth in
the Delaware  General  Corporation  Law.  Neither the failure of the Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
suit that  indemnification  of the  indemnitee  is  proper in the  circumstances
because the indemnitee  has met the applicable  standard of conduct set forth in
the  Delaware  General  Corporation  Law,  nor an  actual  determination  by the

                                       4
<Page>

Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification  or to an advancement of expenses  hereunder,
or by the  Corporation  to recover an  advancement  of expenses  pursuant to the
terms of an  undertaking,  the  burden of  proving  that the  indemnitee  is not
entitled to be  indemnified,  or to such  advancement  of  expenses,  under this
Article or otherwise shall be on the Corporation.

     D.  The  rights  to  indemnification  and to the  advancement  of  expenses
conferred  in this  Article  shall not be exclusive of any other right which any
person  may have or  hereafter  acquire  under any  statute,  the  Corporation's
Certificate  of  Incorporation,  Bylaws,  agreement,  vote  of  stockholders  or
Disinterested Directors or otherwise.

     E. The  Corporation  may maintain  insurance,  at its  expense,  to protect
itself  and any  director,  officer,  employee  or agent of the  Corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the  Corporation  would
have the power to indemnify such person against such expense,  liability or loss
under the Delaware General Corporation Law.

     F. The  Corporation  may, to the extent  authorized  from time to time by a
majority vote of the disinterested  directors,  grant rights to  indemnification
and to the  advancement of expenses to any employee or agent of the  Corporation
to the fullest  extent of the  provisions  of this  Article  with respect to the
indemnification  and  advancement  of expenses of directors  and officers of the
Corporation.

         TWELFTH:

     A  director  of this  Corporation  shall  not be  personally  liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  except for liability  (i) for any breach of the  director's
duty of  loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law,  (iii) under Section 174 of the Delaware  General  Corporation
Law, or (iv) for any  transaction  from which the  director  derived an improper
personal benefit.  If the Delaware General  Corporation Law is hereafter amended
to further  eliminate or limit the personal  liability  of  directors,  then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.

     Any repeal or modification of the foregoing  paragraph by the  stockholders
of the  Corporation  shall not  adversely  affect any right or  protection  of a
director of the Corporation existing at the time of such repeal or modification.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  List of Exhibits.
<TABLE>
<CAPTION>

                                                                                        Reference to Prior Filing
 Regulation S-K                                                                          or Exhibit No. attached
 Exhibit Number                    Document                                                       hereto
 ---------------                   --------                                                       ------

<S>    <C>       <C>                                                                                  <C>
       4          Form of Common Stock Certificate                                                    *

       5          Opinion of Luse Gorman Pomerenk & Schick, P.C.                                  Exhibit 5

      10.1        First Federal Bank 1995 Stock Option Plan                                           **

      10.2        First Federal Banc of the Southwest, Inc. 2002 Stock Option and                    ***
                  Incentive Plan
                                       5
<Page>

      23.1        Consent of Luse Gorman Pomerenk & Schick, P.C.                            Contained in Exhibit 5

      23.2        Consent of Neff + Ricci LLP                                                    Exhibit 23.2

      23.3        Consent of Eide Bailly LLP                                                     Exhibit 23.3

       24         Power of Attorney                                                      Contained on Signature Page
</TABLE>
----------------------
*    Incorporated  by  reference to Exhibit 4 to the  Registration  Statement on
     Form S-4  originally  filed by the Company with the  Commission on November
     24,  2004,  and all  amendments  or reports for the purpose of updated such
     description.

**   Incorporated  by reference to Exhibit 10.9 to the Quarterly  Report on Form
     10-QSB filed by the Company with the Commission on August 15, 2005.

***  Incorporated by reference to Exhibit 10.10 to the Quarterly  Report on Form
     10-QSB filed by the Company with the Commission on August 15, 2005.

Item 9.  Undertakings

     The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective  amendment to this registration statement to include any material
information with respect to the plan  distribution  not previously  disclosed in
this  registration  statement or any material change to such information in this
registration statement;

     2. That, for the purpose of determining  any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

     3. To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
Plan;

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities  Exchange Act of 1934 (and,  where  applicable,  each
filing of an employee  benefit plan's annual report pursuant to Section 15(d) of
the  Securities and Exchange Act of 1934) that is  incorporated  by reference in
the registration  statement shall be deemed to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       6

<PAGE>

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Roswell,  State of New Mexico, on this 14th day
of September, 2005.

                                      FIRST FEDERAL BANC OF THE SOUTHWEST, INC.


                             By:      /s/ Aubrey L. Dunn, Jr.
                                      --------------------------------------
                                      Aubrey L. Dunn, Jr.
                                      President and Chief Executive Officer
                                      (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  directors  and officers of First  Federal Banc of the
Southwest,  Inc. (the "Company") hereby severally  constitute and appoint Aubrey
L. Dunn, Jr. as our true and lawful attorney and agent, to do any and all things
in our names in the  capacities  indicated  below which said Aubrey L. Dunn, Jr.
may deem  necessary  or  advisable  to enable  the  Company  to comply  with the
Securities  Act of 1933,  and any rules,  regulations  and  requirements  of the
Securities  and Exchange  Commission,  in connection  with the  registration  of
common stock  underlying  the First  Federal Bank 1995 Stock Option Plan and the
First  Federal Banc of the  Southwest,  Inc.  2002 Stock Option Plan,  including
specifically,  but not limited  to,  power and  authority  to sign for us in our
names in the capacities  indicated below the registration  statement and any and
all amendments  (including  post-effective  amendments)  thereto;  and we hereby
approve,  ratify and confirm all that said Aubrey L. Dunn, Jr. shall do or cause
to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the date indicated.

<TABLE>
<CAPTION>
            Signatures                                  Title                                   Date


<S>                                      <C>                                     <C>
/s/ Aubrey L. Dunn, Jr.                  President, Chief Executive               September 14, 2005
--------------------------------         Officer and Director (Principal
Aubrey L. Dunn, Jr.                      Executive Officer)


/s/ George A. Rosenbaum, Jr.             Executive Vice President and             September 14, 2005
--------------------------------         Chief Financial Officer
George A. Rosenbaum, Jr.                 (Principal Financial and
                                         Accounting Officer)


/s/ Edward K. David                      Chairman of the Board                    September 14, 2005
--------------------------------
Edward K. David



                                         Vice Chairman of the Board               _____________________, 2005
--------------------------------
Marc Reischman

<Page>

                                         Director                                 _____________________, 2005
--------------------------------
Kay R. McMillan


/s/ Michael A. McMillan
--------------------------------         Director                                 September 14, 2005
Michael A. McMillan



/s/ Arturo Jurado                        Director                                  September 14, 2005
--------------------------------
Arturo Jurado



                                         Director                                  _____________________, 2005
--------------------------------
Russell P. Weems



/s/ Larry L. Sheffield                   Director                                  September 14, 2005
--------------------------------
Larry L. Sheffield


/s/ James E. Paul, Jr.                   Director                                  September 14, 2005
--------------------------------
James E. Paul, Jr.


/s/ Catherine Gutierrez                  Director                                  September 14, 2005
--------------------------------
Catherine Gutierrez


                                         Director                                  ____________________, 2005
--------------------------------
Michael P. Mataya


/s/ Richard C. Kauzlaric                 Director                                  September 14, 2005
--------------------------------
Richard C. Kauzlaric
</TABLE>


<PAGE>

                                  EXHIBIT INDEX


Exhibit Number             Description
--------------             -----------

     4               Form of Common Stock Certificate*

     5               Opinion of  Luse  Gorman Pomerenk & Schick, A Professional
                      Corporation

     10.1            First Federal Bank 1995 Stock Option Plan**

     10.2            First Federal Banc of the Southwest, Inc. 2002 Stock Option
                      Plan***

     23.2            Consent of Neff + Ricci LLP

     23.3            Consent of Eide Bailly LLP

     24              Power  of  Attorney  (contained in  the  signature  page to
                      this Registration Statement).
------------------

*    Incorporated  by  reference to Exhibit 4 to the  Registration  Statement on
     Form S-4  originally  filed by the Company with the Securities and Exchange
     Commission  on November 24,  2004,  and all  amendments  or reports for the
     purpose of updated such description.

**   Incorporated  by reference to Exhibit 10.9 to the Quarterly  Report on Form
     10-QSB filed by the Company with the Commission on August 15, 2005.

***  Incorporated by reference to Exhibit 10.10 to the Quarterly  Report on Form
     10-QSB filed by the Company with the Commission on August 15, 2005.
[{"type": "S-8", "sequence": "1", "filename": "forms8sept2005.txt", "description": "FORM S-8", "secsgml_size_bytes": 29618}]
{"company-data": {"conformed-name": "FIRST FEDERAL BANC OF THE SOUTHWEST INC", "cik": "0001060939", "assigned-sic": "6035", "irs-number": "850453611", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-128308", "film-number": "051084473"}, "business-address": {"street1": "300 N PENNSYLVANIA AVE", "city": "ROSWELL", "state": "NM", "zip": "88201", "phone": "5056226201"}, "mail-address": {"street1": "300 N PENNSYLVANIA AVE", "city": "ROSWELL", "state": "NM", "zip": "88201"}, "former-company": {"former-conformed-name": "FIRST FEDERAL BANK OF THE SOUTHWEST INC", "date-changed": "19980501"}}
Registration No. 333-______

   As filed with the Securities and Exchange Commission on September 14, 2005

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                    First Federal Banc of the Southwest, Inc.
             (Exact Name of Registrant as Specified in its Charter)

           Delaware                                     85-0453611
  (State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
   Incorporation or Organization)

                          300 North Pennsylvania Avenue
                            Roswell, New Mexico 88201
                    (Address of Principal Executive Offices)

                               Aubrey L. Dunn, Jr.
                          300 North Pennsylvania Avenue
                            Roswell, New Mexico 88201
                     (Name and Address of Agent for Service)

                            ------------------------

              First Federal Bank 1995 Employees' Stock Option Plan
                    First Federal Banc of the Southwest, Inc.
                   2002 Stock Option Plan and Incentive Plan
                            (Full Title of the Plans)

                                   Copies to:

           Aubrey L. Dunn, Jr.                          Gary A. Lax, Esq.
  President and Chief Executive Officer         Luse Gorman Pomerenk & Schick
First Federal Banc of the Southwest, Inc.          Professional Corporation
      300 North Pennsylvania Avenue         5335 Wisconsin Ave., N.W., Suite 400
        Roswell, New Mexico 88201                  Washington, D.C.  20015
             (505) 622-6201                              (202) 274-2000
      (Name, Address and Telephone
      Number of Agent for Service)

                           ---------------------------

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 check the following box.    [X]
CALCULATION OF REGISTRATION FEE

====================================================================================================================
   Title of Each Class                                Proposed               Proposed
      Of Securities               Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered              Registered            Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                 62,960 (1)           $7.8513 (2)              $494,317                 $58
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                 11,400 (3)           $16.00 (4)               $182,400                 $21
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                143,600 (5)           $10.044 (2)            $1,442,313                $170
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                 89,600 (6)           $16.00 (4)             $1,443,600                $170
--------------------------------------------------------------------------------------------------------------------
         Totals                                                             $3,562,630                $419
====================================================================================================================
--------------
(1)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance  under the First  Federal Bank 1995  Employees'  Stock Option Plan
     (the  "1995  Stock  Option  Plan")  for any  stock  options  that have been
     granted.
(2)  Determined by the exercise price of options  pursuant to 17 C.F.R.  Section
     230.457(h)(1).  (3)  Represents  the  number  of  shares  of  common  stock
     currently  reserved for  issuance  under the 1995 Stock Option Plan for any
     future stock option grants.
(4)  Determined  by  reference  to the fair market  value of the common stock on
     September 12, 2005, pursuant to 17 C.F.R. Section 230.457(c).
(5)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance  under the First  Federal Banc of the  Southwest,  Inc. 2002 Stock
     Option and  Incentive  Plan (the "2002  Stock  Option  Plan") for any stock
     options that have been granted.
(6)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance  under the 2002  Stock  Option  Plan for any future  stock  option
     grants.

     This   registration   statement  shall  become  effective  upon  filing  in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.

PART I.

Items 1 and 2.  Plan Information and Registrant Information and Employee Plan
                Annual Information

     The documents  containing the  information  specified in Part I of Form S-8
have been or will be sent or given to participants in the 1995 Stock Option Plan
and the 2002 Stock Option Plan as specified by Rule 428(b)(1) promulgated by the
Securities and Exchange  Commission (the "Commission")  under the Securities Act
of 1933, as amended (the  "Securities  Act").  In 1998,  in connection  with the
reorganization  by First  Federal  Bank  (the  "Bank")  into a  holding  company
structure and the  concurrent  formation of First Federal Banc of the Southwest,
Inc. (the "Company") as the sole  stockholder of the Bank, the 1995 Stock Option
Plan was assumed as a stock option plan of the Company.

                                       2
Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

     The following  documents  previously or  concurrently  filed by the Company
with the Commission are hereby  incorporated  by reference in this  Registration
Statement:

     a)  The  Company's  joint  proxy  statement-prospectus  containing  audited
financial  statements  for  the  fiscal  year  ended  September  30,  2004  (the
"Prospectus"),  filed with the  Commission  on April 21,  2005  pursuant to Rule
424(b)(3) of the Securities Act of 1933, as amended;

     b) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act") since the end
of the year covered by the Prospectus referred to in (a) above; and

     c)  The  description  of  the  Company's  common  stock  contained  in  the
Registration Statement on Form 8-A filed with the Commission on April 8, 2005.

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  registration  statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
Prospectus to the extent that a statement  contained herein or therein or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  herein  or  therein  modifies  or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement and the Prospectus.

     The  Company  shall  furnish  without  charge  to each  person  to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated).  Requests should be directed to Aubrey
L. Dunn, Jr., First Federal Banc of the Southwest,  Inc., 300 North Pennsylvania
Avenue, Roswell, New Mexico 88201, telephone number (505) 622-6201.

     All information appearing in this Registration Statement and the Prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

Item 4.  Description of Securities

     Not applicable.

                                       3
Item 5.  Interests of Named Experts and Counsel

     None.

Item 6.  Indemnification of Directors and Officers

     Articles  ELEVENTH and TWELFTH of the Certificate of Incorporation of First
Federal Banc of the Southwest,  Inc. (the "Corporation") set forth circumstances
under which directors,  officers, employees and agents of the Corporation may be
insured or indemnified against liability which they incur in their capacities as
such:

         ELEVENTH:

     A. Each  person  who was or is made a party or is  threatened  to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal, administrative or investigative (hereinafter a "proceeding"),by
reason  of the fact that he or she is or was a  director  or an  officer  of the
Corporation or is or was serving at the request of the Corporation as a director
or  officer  of  another  corporation,   including,   without  limitation,   any
Subsidiary(as  defined in Article EIGHTH  herein),  partnership,  joint venture,
trust or other enterprise, including service with respect to an employee benefit
plan  (hereinafter  an  "indemnitee"),  whether the basis of such  proceeding is
alleged action in an official  capacity as a director or officer or in any other
capacity while serving as a director or officer,  shall be indemnified  and held
harmless by the  Corporation  to the fullest  extent  authorized by the Delaware
General Corporation Law, as the same exists or may hereafter be amended (but, in
the case of any such amendment,  only to the extent that such amendment  permits
the  Corporation  to  provide  broader  indemnification  rights  than  such  law
permitted  the  Corporation  to provide  prior to such  amendment),  against all
expense, liability and loss (including attorneys' fees, judgments,  fines, ERISA
excise taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith;  PROVIDED,  HOWEVER,  that,
except as provided in Section C hereof with  respect to  proceedings  to enforce
rights to  indemnification,  the Corporation shall indemnify any such indemnitee
in connection  with a proceeding (or part thereof)  initiated by such indemnitee
only if such  proceeding  (or  part  thereof)  was  authorized  by the  Board of
Directors of the Corporation.

     B. The right to  indemnification  conferred  in  Section A of this  Article
shall include the right to be paid by the Corporation  the expenses  incurred in
defending any such proceeding in advance of its final  disposition  (hereinafter
an "advancement of expenses");  PROVIDED, HOWEVER, that, if the Delaware General
Corporation Law requires,  an advancement of expenses  incurred by an indemnitee
in his or her capacity as a director or officer  (and not in any other  capacity
in which  service  was or is  rendered by such  indemnitee,  including,  without
limitation,  service  to an  employee  benefit  plan)  shall be made  only  upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such  indemnitee,  to repay all  amounts so advanced if it shall
ultimately  be  determined  by final  judicial  decision  from which there is no
further  right  to  appeal  (hereinafter  a  "final  adjudication"),  that  such
indemnitee  is not  entitled  to be  indemnified  for such  expenses  under this
Section or otherwise.  The rights to  indemnification  and to the advancement of
expenses  conferred in Sections A and B of this Article shall be contract rights
and such  rights  shall  continue  as to an  indemnitee  who has  ceased to be a
director or officer and shall  inure to the benefit of the  indemnitee's  heirs,
executors and administrators.

     C. If a claim under  Section A or B of this  Article is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation,  except in the case of a claim for an advancement  of expenses,  in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter  bring suit against the Corporation to recover the unpaid amount
of the claim.  If  successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an  undertaking,  the indemnitee  shall also be entitled to be paid the
expense of  prosecuting  or defending  such suit. In (i) any suit brought by the
indemnitee to enforce a right to  indemnification  hereunder  (but not in a suit
brought by the  indemnitee to enforce a right to an  advancement of expenses) it
shall be a defense that,  and (ii) in any suit by the  Corporation to recover an
advancement of expenses  pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final  adjudication  that, the
indemnitee has not met any applicable  standard for indemnification set forth in
the Delaware  General  Corporation  Law.  Neither the failure of the Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
suit that  indemnification  of the  indemnitee  is  proper in the  circumstances
because the indemnitee  has met the applicable  standard of conduct set forth in
the  Delaware  General  Corporation  Law,  nor an  actual  determination  by the

                                       4
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification  or to an advancement of expenses  hereunder,
or by the  Corporation  to recover an  advancement  of expenses  pursuant to the
terms of an  undertaking,  the  burden of  proving  that the  indemnitee  is not
entitled to be  indemnified,  or to such  advancement  of  expenses,  under this
Article or otherwise shall be on the Corporation.

     D.  The  rights  to  indemnification  and to the  advancement  of  expenses
conferred  in this  Article  shall not be exclusive of any other right which any
person  may have or  hereafter  acquire  under any  statute,  the  Corporation's
Certificate  of  Incorporation,  Bylaws,  agreement,  vote  of  stockholders  or
Disinterested Directors or otherwise.

     E. The  Corporation  may maintain  insurance,  at its  expense,  to protect
itself  and any  director,  officer,  employee  or agent of the  Corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the  Corporation  would
have the power to indemnify such person against such expense,  liability or loss
under the Delaware General Corporation Law.

     F. The  Corporation  may, to the extent  authorized  from time to time by a
majority vote of the disinterested  directors,  grant rights to  indemnification
and to the  advancement of expenses to any employee or agent of the  Corporation
to the fullest  extent of the  provisions  of this  Article  with respect to the
indemnification  and  advancement  of expenses of directors  and officers of the
Corporation.

         TWELFTH:

     A  director  of this  Corporation  shall  not be  personally  liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  except for liability  (i) for any breach of the  director's
duty of  loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law,  (iii) under Section 174 of the Delaware  General  Corporation
Law, or (iv) for any  transaction  from which the  director  derived an improper
personal benefit.  If the Delaware General  Corporation Law is hereafter amended
to further  eliminate or limit the personal  liability  of  directors,  then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.

     Any repeal or modification of the foregoing  paragraph by the  stockholders
of the  Corporation  shall not  adversely  affect any right or  protection  of a
director of the Corporation existing at the time of such repeal or modification.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  List of Exhibits.
Reference to Prior Filing
 Regulation S-K                                                                          or Exhibit No. attached
 Exhibit Number                    Document                                                       hereto
 ---------------                   --------                                                       ------
4          Form of Common Stock Certificate                                                    *

       5          Opinion of Luse Gorman Pomerenk & Schick, P.C.                                  Exhibit 5

      10.1        First Federal Bank 1995 Stock Option Plan                                           **

      10.2        First Federal Banc of the Southwest, Inc. 2002 Stock Option and                    ***
                  Incentive Plan
                                       5
23.1        Consent of Luse Gorman Pomerenk & Schick, P.C.                            Contained in Exhibit 5

      23.2        Consent of Neff + Ricci LLP                                                    Exhibit 23.2

      23.3        Consent of Eide Bailly LLP                                                     Exhibit 23.3

       24         Power of Attorney                                                      Contained on Signature Page
----------------------
*    Incorporated  by  reference to Exhibit 4 to the  Registration  Statement on
     Form S-4  originally  filed by the Company with the  Commission on November
     24,  2004,  and all  amendments  or reports for the purpose of updated such
     description.

**   Incorporated  by reference to Exhibit 10.9 to the Quarterly  Report on Form
     10-QSB filed by the Company with the Commission on August 15, 2005.

***  Incorporated by reference to Exhibit 10.10 to the Quarterly  Report on Form
     10-QSB filed by the Company with the Commission on August 15, 2005.

Item 9.  Undertakings

     The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective  amendment to this registration statement to include any material
information with respect to the plan  distribution  not previously  disclosed in
this  registration  statement or any material change to such information in this
registration statement;

     2. That, for the purpose of determining  any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

     3. To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
Plan;

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities  Exchange Act of 1934 (and,  where  applicable,  each
filing of an employee  benefit plan's annual report pursuant to Section 15(d) of
the  Securities and Exchange Act of 1934) that is  incorporated  by reference in
the registration  statement shall be deemed to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       6
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Roswell,  State of New Mexico, on this 14th day
of September, 2005.

                                      FIRST FEDERAL BANC OF THE SOUTHWEST, INC.

                             By:      /s/ Aubrey L. Dunn, Jr.
                                      --------------------------------------
                                      Aubrey L. Dunn, Jr.
                                      President and Chief Executive Officer
                                      (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  directors  and officers of First  Federal Banc of the
Southwest,  Inc. (the "Company") hereby severally  constitute and appoint Aubrey
L. Dunn, Jr. as our true and lawful attorney and agent, to do any and all things
in our names in the  capacities  indicated  below which said Aubrey L. Dunn, Jr.
may deem  necessary  or  advisable  to enable  the  Company  to comply  with the
Securities  Act of 1933,  and any rules,  regulations  and  requirements  of the
Securities  and Exchange  Commission,  in connection  with the  registration  of
common stock  underlying  the First  Federal Bank 1995 Stock Option Plan and the
First  Federal Banc of the  Southwest,  Inc.  2002 Stock Option Plan,  including
specifically,  but not limited  to,  power and  authority  to sign for us in our
names in the capacities  indicated below the registration  statement and any and
all amendments  (including  post-effective  amendments)  thereto;  and we hereby
approve,  ratify and confirm all that said Aubrey L. Dunn, Jr. shall do or cause
to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the date indicated.
Signatures                                  Title                                   Date
/s/ Aubrey L. Dunn, Jr.                  President, Chief Executive               September 14, 2005
--------------------------------         Officer and Director (Principal
Aubrey L. Dunn, Jr.                      Executive Officer)

/s/ George A. Rosenbaum, Jr.             Executive Vice President and             September 14, 2005
--------------------------------         Chief Financial Officer
George A. Rosenbaum, Jr.                 (Principal Financial and
                                         Accounting Officer)

/s/ Edward K. David                      Chairman of the Board                    September 14, 2005
--------------------------------
Edward K. David

                                         Vice Chairman of the Board               _____________________, 2005
--------------------------------
Marc Reischman
Director                                 _____________________, 2005
--------------------------------
Kay R. McMillan

/s/ Michael A. McMillan
--------------------------------         Director                                 September 14, 2005
Michael A. McMillan

/s/ Arturo Jurado                        Director                                  September 14, 2005
--------------------------------
Arturo Jurado

                                         Director                                  _____________________, 2005
--------------------------------
Russell P. Weems

/s/ Larry L. Sheffield                   Director                                  September 14, 2005
--------------------------------
Larry L. Sheffield

/s/ James E. Paul, Jr.                   Director                                  September 14, 2005
--------------------------------
James E. Paul, Jr.

/s/ Catherine Gutierrez                  Director                                  September 14, 2005
--------------------------------
Catherine Gutierrez

                                         Director                                  ____________________, 2005
--------------------------------
Michael P. Mataya

/s/ Richard C. Kauzlaric                 Director                                  September 14, 2005
--------------------------------
Richard C. Kauzlaric
EXHIBIT INDEX

Exhibit Number             Description
--------------             -----------

     4               Form of Common Stock Certificate*

     5               Opinion of  Luse  Gorman Pomerenk & Schick, A Professional
                      Corporation

     10.1            First Federal Bank 1995 Stock Option Plan**

     10.2            First Federal Banc of the Southwest, Inc. 2002 Stock Option
                      Plan***

     23.2            Consent of Neff + Ricci LLP

     23.3            Consent of Eide Bailly LLP

     24              Power  of  Attorney  (contained in  the  signature  page to
                      this Registration Statement).
------------------

*    Incorporated  by  reference to Exhibit 4 to the  Registration  Statement on
     Form S-4  originally  filed by the Company with the Securities and Exchange
     Commission  on November 24,  2004,  and all  amendments  or reports for the
     purpose of updated such description.

**   Incorporated  by reference to Exhibit 10.9 to the Quarterly  Report on Form
     10-QSB filed by the Company with the Commission on August 15, 2005.

***  Incorporated by reference to Exhibit 10.10 to the Quarterly  Report on Form
     10-QSB filed by the Company with the Commission on August 15, 2005.