Registration No. 333-________
                                       As filed with the Securities and Exchange
                                       Commission on July 1, 1999

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

            Delaware                                     42-1485449
     (State of Incorporation)                  (IRS Employer Identification No.)

                                329 Pierce Street
                             Sioux City, Iowa 51101
                    (Address of Principal Executive Offices)

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

    First Federal Savings Bank of Siouxland 1992 Incentive Stock Option Plan
               First Federal Savings Bank of Siouxland 1992 Stock
                       Option Plan for Outside Directors
   First Federal Savings Bank of Siouxland 1992 Recognition and Retention Plan
      First Federal Bank Employee's Savings & Profit Sharing Plan and Trust
                            (Full Title of the Plans)

                                   Copies to:
    Barry E. Backhaus                              Robert I. Lipsher, Esquire
President and Chief Executive Officer       Luse Lehman Gorman Pomerenk & Schick
First Federal Bankshares, Inc.                    A Professional Corporation
     329 Pierce Street                         5335 Wisconsin Ave., N.W., #400
   Sioux City, Iowa 51101                         Washington, D.C.  20015
       (712) 277-0200                                   (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. :







<PAGE>


<TABLE>
<CAPTION>

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

Title of                                       Proposed               Proposed
Securities              Amount                 Maximum                Maximum                 Amount of
to be                   to be                  Offering Price         Aggregate               Registration
Registered              Registered (1)         Per Share              Offering Price          Fee
--------------------------------------------------------------------------------------------------------------------

Common Stock, par
<S>                    <C>                      <C>                     <C>                     <C>
value $.01 per share   64,254 shares (2)        $6.8578 (3)             $440,640                $--

Common Stock, par
value $.01 per share   12,451 shares (4)        $8.2824 (3)             $103,125                $--

Common Stock, par
value $.01 per share    3,294 shares (5)        $9.63   (3)            $  31,722                $--


        Total:              79,999 shares                              $575,487                 $160
                            =============                               ========                ====

Participation interests       --     (6)        $0       (7)           $0    (7)                 --      (7)
</TABLE>
--------------
(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the First Federal  Savings Bank of Siouxland  1992  Incentive  Stock Option
     Plan (the  "1992  Incentive  Plan"),  the  First  Federal  Savings  Bank of
     Siouxland 1992 Stock Option Plan for Outside Directors (the "1992 Directors
     Plan"),  and the First Federal  Savings Bank of Siouxland 1992  Recognition
     and  Retention  Plan (the "1992  Recognition  Plan" and  collectively,  the
     "Plans")  as the  result  of a  stock  split,  stock  dividend  or  similar
     adjustment  of the  outstanding  Common  Stock  pursuant  to 17 C.F.R.  ss.
     230.416(a).
(2)  Represents the number of shares currently reserved for issuance pursuant to
     the 1992 Incentive Plan.
(3)  Determined by the various  exercise prices of the options granted  pursuant
     to 17 C.F.R. ss.  230.457(h)(1),  and the average of the high and low sales
     prices of the other shares registered pursuant to 17 C.F.R 230.457(c).
(4)  Represents the number of shares currently reserved for issuance pursuant to
     the 1992 Directors Plan.
(5)  Represents the number of shares currently reserved for issuance pursuant to
     the 1992 Recognition Plan.
(6)  Represents an  indeterminate  number of interests in the First Federal Bank
     Employees' Savings & Profit Sharing Plan and Trust (the "401(k) Plan").
(7)  The  registration  fee has been determined  pursuant to Securities Act Rule
     457(h)(2).

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

     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.

                                       2

<PAGE>


PART I.

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

     This  Registration  Statement  relates  to the  registration  of (i) 64,254
shares of Common Stock  reserved for issuance and delivery  upon the exercise of
options  under the 1992  Incentive  Plan;  (ii)  12,451  shares of Common  Stock
reserved for issuance and delivery  upon the exercise of options  under the 1992
Directors  Plan;  (iii) 3,294 shares of Common  Stock  reserved for issuance and
delivery upon grants under the 1992 Recognition  Plan; and (iv) an indeterminate
number of interests in the 401(k) Plan.  Documents  containing  the  information
required by Part I of the  Registration  Statement  have been or will be sent or
given to  participants  in the 1992 Incentive Plan, the 1992 Directors Plan, the
1992  Recognition  Plan,  and the 401(k) Plan, as  appropriate,  as specified by
Securities Act Rule 428(b)(1).  Such documents are not filed with the Securities
and  Exchange  Commission  (the  "Commission"  or "SEC")  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 in reliance on Rule 428.

PART II.

Item 3.  Incorporation of Documents by Reference

     All documents  filed by the Company  pursuant to Sections 13(a) and (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 to be incorporated by reference into this  registration  statement and be
part hereof from the date of filing of such documents.  Any statement  contained
in this  Registration  Statement,  or in a document  incorporated  by  reference
herein,  shall be deemed to be  modified  or  superseded  for  purposes  of this
Registration  Statement to the extent that a statement  contained  herein, or in
any other  subsequently  filed document which also is  incorporated by reference
herein, 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.

     The  following  documents  filed or to be filed  with  the  Commission  are
incorporated by reference in this Registration Statement:

     (a) The  Company's  Prospectus  filed  pursuant  to Rule  424(b)  under the
Securities Act of 1933 on February 26, 1999 and the audited financial statements
in the  Company's  Registration  Statement  on Form  S-1  (Commission  File  No.
333-69245) filed by the Company under the Securities Act of 1933 with the SEC on
December 18, 1998, as amended on January 6, 1999, January 22, 1999,  February 9,
1999, and February 12, 1999, and  incorporated by reference to the  Registration
Statement on Form 8-A filed by the Company under the Securities  Exchange Act of
1934 on March 8, 1999.

     (b) The description of Common Stock contained in the Registration Statement
on Form S-1  (Commission  File No.  333-69245)  filed by the  Company  under the
Securities  Act of 1933 with the SEC on December 18, 1998, as amended on January
6, 1999,  January 22,  1999,  February  9, 1999,  and  February  12,  1999,  and
incorporated by reference to the Registration Statement on Form 8-A filed by the
Company under the Securities Exchange Act of 1934 on March 8, 1999.

     (c) The Company's  Quarterly Report on Form 10-Q for the three months ended
March 31, 1999 (File No.  0-25509)  filed under the  Securities  Exchange Act of
1934.

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

     Directors and officers of the Registrant are  indemnified and held harmless
against liability to the fullest extent  permissible by the general  corporation
law of Delaware as it  currently  exists or as it may be amended,  provided  any
such  amendment  provides  broader  indemnification  provisions  than  currently
exists.  This  indemnification  applies to the directors who administer the 1992
Incentive Plan, the 1992 Directors Plan, and the 1992 Recognition Plan.

     The  terms  of the  indemnification  are  set  forth  in  the  Registrant's
Certificate of Incorporation.  The  indemnification  applies unless the director
did not meet the  standards  of  conduct  which  make it  permissible  under the
general corporation law of Delaware for the Registrant to indemnify the director
for the  amount  claimed,  but the  burden of  proving  such  defense  is on the
Registrant.

     The Registrant is also permitted under the Certificate of  Incorporation to
maintain directors' and officers' liability insurance covering its directors and
officers and has obtained a directors' and officers'  liability and  corporation
reimbursement  policy which (subject to certain limitations and deductibles) (i)
insures  officers  and  directors  of the  Registrant  against loss arising from
certain  claims made  against  them by reason of their being such  directors  or
officers;  and (ii) insures the Registrant against loss which it may be required
or permitted to pay as indemnification to its directors and officers for certain
claims.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted  to  directors,  officers or persons  controlling  the
Registrant,  the  Registrant  has  been  informed  that  in the  opinion  of the
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.

         The exhibit index immediately precedes the attached exhibits.

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 Registration  Statement 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 1992 Incentive Plan, the 1992 Directors Plan, the 1992  Recognition Plan and
the 401(k) Plan; and

                                       4

<PAGE>

         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 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.

         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.
















                                       5

<PAGE>


                                  EXHIBIT INDEX


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




         5        Opinion  of  Luse   Lehman   Gorman   Pomerenk  &  Schick,   A
                  Professional  Corporation  as to the  legality  of the  Common
                  Stock registered hereby.

         10.1     First Federal  Savings Bank of Siouxland 1992 Incentive  Stock
                  Option Plan  (Incorporated  by  reference  from the  Company's
                  Registration  Statement  on  Form  S-1  (Commission  File  No.
                  333-69245)  filed by the Company under the  Securities  Act of
                  1933 with the SEC on December 18, 1998,  as amended on January
                  6, 1999, January 22, 1999,  February 9, 1999, and February 12,
                  1999).

         10.2     First Federal Savings Bank of Siouxland 1992 Stock Option Plan
                  for Outside  Directors  (Incorporated  by  reference  from the
                  Company's  Registration Statement on Form S-1 (Commission File
                  No.  333-69245)  filed by the Company under the Securities Act
                  of 1933 with the SEC on  December  18,  1998,  as  amended  on
                  January 6, 1999,  January  22,  1999,  February  9, 1999,  and
                  February 12, 1999).

         10.3     First Federal  Savings Bank of Siouxland 1992  Recognition and
                  Retention Plan  (Incorporated  by reference from the Company's
                  Registration  Statement  on  Form  S-1  (Commission  File  No.
                  333-69245)  filed by the Company under the  Securities  Act of
                  1933 with the SEC on December 18, 1998,  as amended on January
                  6, 1999, January 22, 1999,  February 9, 1999, and February 12,
                  1999).

         10.4     First Federal Bank  Employees'  Savings & Profit  Sharing Plan
                  and  Trust  (Incorporated  by  reference  from  the  Company's
                  Registration  Statement  on  Form  S-1  (Commission  File  No.
                  333-69245)  filed by the Company under the  Securities  Act of
                  1933 with the SEC on December 18, 1998,  as amended on January
                  6, 1999, January 22, 1999,  February 9, 1999, and February 12,
                  1999).

         23.1     Consent  of  Luse   Lehman   Gorman   Pomerenk  &  Schick,   A
                  Professional Corporation (contained in the opinion included as
                  Exhibit 5).

         23.2     Consent of KPMG Peat Marwick LLP.

         99.1     401(k) Plan Prospectus  Supplement  (Incorporated by reference
                  from  the  Company's   Registration   Statement  on  Form  S-1
                  (Commission File No. 333-69245) filed by the Company under the
                  Securities  Act of 1933 with the SEC on December 18, 1998,  as
                  amended on January 6, 1999,  January  22,  1999,  February  9,
                  1999, and February 12, 1999).



                                       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 Sioux City, Iowa, on this 30th day of June, 1999.

                                    First Federal Bankshares, Inc.


                                    By:      /s/ Barry E. Backhaus
                                             -----------------------------------
                                             Barry E. Backhaus, President and
                                             Chief Executive Officer

                                POWER OF ATTORNEY

     We, the  undersigned  directors and officers of First  Federal  Bankshares,
Inc. (the "Company")  hereby severally  constitute and appoint Barry E. Backhaus
as our true and lawful attorney and agent, to do any and all things in our names
in the  capacities  indicated  below  which  said  Barry  E.  Backhaus  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  statement on Form S-8
relating to the offering of the Company's Common Stock, 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 Barry E.  Backhaus  shall do or cause to be done by virtue
thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and as of the dates indicated.

Signatures                   Title                                         Date


/s/ Barry E. Backhaus        President, Chief Executive           June 30, 1999
-------------------------    Officer and Chairman of the Board
Barry E. Backhaus            (Principal Executive Officer)


/s/ Jon G. Cleghorn          Executive Vice President/Chief       June 30, 1999
-------------------------    Operating Officer and Director
Jon G. Cleghorn


/s/ Katherine A. Bousquet    Vice President and Treasurer         June 30, 1999
-------------------------    (Principal Financial and
Katherine A. Bousquet        Accounting Officer)


/s/ Dr. Nancy A. Boysen      Director                             June 30, 1999
-------------------------
Dr. Nancy A. Boysen


<PAGE>




/s/ Harland D. Johnson             Director                       June 30, 1999
-------------------------
Harland D. Johnson


/s/ Allen J. Johnson               Director                       June 30, 1999
-------------------------
Allen J. Johnson


/s/ Dennis B. Swanstrom            Director                       June 30, 1999
-------------------------
Dennis B. Swanstrom


/s/ Gary L. Evans                  Director                       June 30, 1999
-------------------------
Gary L. Evans


/s/ Paul W. Olson                  Director                       June 30, 1999
-------------------------
Paul W. Olson


/s/ David Van Engelenhoven         Director                       June 30, 1999
-------------------------
David Van Engelenhoven


/s/ David S. Clay                  Director                       June 30, 1999
-------------------------
David S. Clay


/s/ Steven L. Opsal                Executive Vice President       June 30, 1999
-------------------------          and Director
Steven L. Opsal
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21461}]
{"company-data": {"conformed-name": "FIRST FEDERAL BANKSHARES INC", "cik": "0001075348", "assigned-sic": "6770", "irs-number": "421485449", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82143", "film-number": "99658298"}, "business-address": {"street1": "329 PIERCE ST", "city": "SIOUX CITY", "state": "IA", "zip": "51101", "phone": "7122770200"}, "mail-address": {"street1": "329 PIERCE ST", "city": "SIOUX CITY", "state": "IA", "zip": "51101"}}
Registration No. 333-________
                                       As filed with the Securities and Exchange
                                       Commission on July 1, 1999

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

            Delaware                                     42-1485449
     (State of Incorporation)                  (IRS Employer Identification No.)

                                329 Pierce Street
                             Sioux City, Iowa 51101
                    (Address of Principal Executive Offices)

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

    First Federal Savings Bank of Siouxland 1992 Incentive Stock Option Plan
               First Federal Savings Bank of Siouxland 1992 Stock
                       Option Plan for Outside Directors
   First Federal Savings Bank of Siouxland 1992 Recognition and Retention Plan
      First Federal Bank Employee's Savings & Profit Sharing Plan and Trust
                            (Full Title of the Plans)

                                   Copies to:
    Barry E. Backhaus                              Robert I. Lipsher, Esquire
President and Chief Executive Officer       Luse Lehman Gorman Pomerenk & Schick
First Federal Bankshares, Inc.                    A Professional Corporation
     329 Pierce Street                         5335 Wisconsin Ave., N.W., #400
   Sioux City, Iowa 51101                         Washington, D.C.  20015
       (712) 277-0200                                   (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. :
--------------------------------------------------------------------------------------------------------------------

Title of                                       Proposed               Proposed
Securities              Amount                 Maximum                Maximum                 Amount of
to be                   to be                  Offering Price         Aggregate               Registration
Registered              Registered (1)         Per Share              Offering Price          Fee
--------------------------------------------------------------------------------------------------------------------

Common Stock, par
value $.01 per share   64,254 shares (2)        $6.8578 (3)             $440,640                $--

Common Stock, par
value $.01 per share   12,451 shares (4)        $8.2824 (3)             $103,125                $--

Common Stock, par
value $.01 per share    3,294 shares (5)        $9.63   (3)            $  31,722                $--

        Total:              79,999 shares                              $575,487                 $160
                            =============                               ========                ====

Participation interests       --     (6)        $0       (7)           $0    (7)                 --      (7)
--------------
(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the First Federal  Savings Bank of Siouxland  1992  Incentive  Stock Option
     Plan (the  "1992  Incentive  Plan"),  the  First  Federal  Savings  Bank of
     Siouxland 1992 Stock Option Plan for Outside Directors (the "1992 Directors
     Plan"),  and the First Federal  Savings Bank of Siouxland 1992  Recognition
     and  Retention  Plan (the "1992  Recognition  Plan" and  collectively,  the
     "Plans")  as the  result  of a  stock  split,  stock  dividend  or  similar
     adjustment  of the  outstanding  Common  Stock  pursuant  to 17 C.F.R.  ss.
     230.416(a).
(2)  Represents the number of shares currently reserved for issuance pursuant to
     the 1992 Incentive Plan.
(3)  Determined by the various  exercise prices of the options granted  pursuant
     to 17 C.F.R. ss.  230.457(h)(1),  and the average of the high and low sales
     prices of the other shares registered pursuant to 17 C.F.R 230.457(c).
(4)  Represents the number of shares currently reserved for issuance pursuant to
     the 1992 Directors Plan.
(5)  Represents the number of shares currently reserved for issuance pursuant to
     the 1992 Recognition Plan.
(6)  Represents an  indeterminate  number of interests in the First Federal Bank
     Employees' Savings & Profit Sharing Plan and Trust (the "401(k) Plan").
(7)  The  registration  fee has been determined  pursuant to Securities Act Rule
     457(h)(2).

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

     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.

                                       2
PART I.

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

     This  Registration  Statement  relates  to the  registration  of (i) 64,254
shares of Common Stock  reserved for issuance and delivery  upon the exercise of
options  under the 1992  Incentive  Plan;  (ii)  12,451  shares of Common  Stock
reserved for issuance and delivery  upon the exercise of options  under the 1992
Directors  Plan;  (iii) 3,294 shares of Common  Stock  reserved for issuance and
delivery upon grants under the 1992 Recognition  Plan; and (iv) an indeterminate
number of interests in the 401(k) Plan.  Documents  containing  the  information
required by Part I of the  Registration  Statement  have been or will be sent or
given to  participants  in the 1992 Incentive Plan, the 1992 Directors Plan, the
1992  Recognition  Plan,  and the 401(k) Plan, as  appropriate,  as specified by
Securities Act Rule 428(b)(1).  Such documents are not filed with the Securities
and  Exchange  Commission  (the  "Commission"  or "SEC")  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 in reliance on Rule 428.

PART II.

Item 3.  Incorporation of Documents by Reference

     All documents  filed by the Company  pursuant to Sections 13(a) and (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 to be incorporated by reference into this  registration  statement and be
part hereof from the date of filing of such documents.  Any statement  contained
in this  Registration  Statement,  or in a document  incorporated  by  reference
herein,  shall be deemed to be  modified  or  superseded  for  purposes  of this
Registration  Statement to the extent that a statement  contained  herein, or in
any other  subsequently  filed document which also is  incorporated by reference
herein, 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.

     The  following  documents  filed or to be filed  with  the  Commission  are
incorporated by reference in this Registration Statement:

     (a) The  Company's  Prospectus  filed  pursuant  to Rule  424(b)  under the
Securities Act of 1933 on February 26, 1999 and the audited financial statements
in the  Company's  Registration  Statement  on Form  S-1  (Commission  File  No.
333-69245) filed by the Company under the Securities Act of 1933 with the SEC on
December 18, 1998, as amended on January 6, 1999, January 22, 1999,  February 9,
1999, and February 12, 1999, and  incorporated by reference to the  Registration
Statement on Form 8-A filed by the Company under the Securities  Exchange Act of
1934 on March 8, 1999.

     (b) The description of Common Stock contained in the Registration Statement
on Form S-1  (Commission  File No.  333-69245)  filed by the  Company  under the
Securities  Act of 1933 with the SEC on December 18, 1998, as amended on January
6, 1999,  January 22,  1999,  February  9, 1999,  and  February  12,  1999,  and
incorporated by reference to the Registration Statement on Form 8-A filed by the
Company under the Securities Exchange Act of 1934 on March 8, 1999.

     (c) The Company's  Quarterly Report on Form 10-Q for the three months ended
March 31, 1999 (File No.  0-25509)  filed under the  Securities  Exchange Act of
1934.

Item 4.  Description of Securities

         Not applicable.

                                       3
Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

     Directors and officers of the Registrant are  indemnified and held harmless
against liability to the fullest extent  permissible by the general  corporation
law of Delaware as it  currently  exists or as it may be amended,  provided  any
such  amendment  provides  broader  indemnification  provisions  than  currently
exists.  This  indemnification  applies to the directors who administer the 1992
Incentive Plan, the 1992 Directors Plan, and the 1992 Recognition Plan.

     The  terms  of the  indemnification  are  set  forth  in  the  Registrant's
Certificate of Incorporation.  The  indemnification  applies unless the director
did not meet the  standards  of  conduct  which  make it  permissible  under the
general corporation law of Delaware for the Registrant to indemnify the director
for the  amount  claimed,  but the  burden of  proving  such  defense  is on the
Registrant.

     The Registrant is also permitted under the Certificate of  Incorporation to
maintain directors' and officers' liability insurance covering its directors and
officers and has obtained a directors' and officers'  liability and  corporation
reimbursement  policy which (subject to certain limitations and deductibles) (i)
insures  officers  and  directors  of the  Registrant  against loss arising from
certain  claims made  against  them by reason of their being such  directors  or
officers;  and (ii) insures the Registrant against loss which it may be required
or permitted to pay as indemnification to its directors and officers for certain
claims.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted  to  directors,  officers or persons  controlling  the
Registrant,  the  Registrant  has  been  informed  that  in the  opinion  of the
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.

         The exhibit index immediately precedes the attached exhibits.

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 Registration  Statement 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 1992 Incentive Plan, the 1992 Directors Plan, the 1992  Recognition Plan and
the 401(k) Plan; and

                                       4
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 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.

         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.

                                       5
EXHIBIT INDEX

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

         5        Opinion  of  Luse   Lehman   Gorman   Pomerenk  &  Schick,   A
                  Professional  Corporation  as to the  legality  of the  Common
                  Stock registered hereby.

         10.1     First Federal  Savings Bank of Siouxland 1992 Incentive  Stock
                  Option Plan  (Incorporated  by  reference  from the  Company's
                  Registration  Statement  on  Form  S-1  (Commission  File  No.
                  333-69245)  filed by the Company under the  Securities  Act of
                  1933 with the SEC on December 18, 1998,  as amended on January
                  6, 1999, January 22, 1999,  February 9, 1999, and February 12,
                  1999).

         10.2     First Federal Savings Bank of Siouxland 1992 Stock Option Plan
                  for Outside  Directors  (Incorporated  by  reference  from the
                  Company's  Registration Statement on Form S-1 (Commission File
                  No.  333-69245)  filed by the Company under the Securities Act
                  of 1933 with the SEC on  December  18,  1998,  as  amended  on
                  January 6, 1999,  January  22,  1999,  February  9, 1999,  and
                  February 12, 1999).

         10.3     First Federal  Savings Bank of Siouxland 1992  Recognition and
                  Retention Plan  (Incorporated  by reference from the Company's
                  Registration  Statement  on  Form  S-1  (Commission  File  No.
                  333-69245)  filed by the Company under the  Securities  Act of
                  1933 with the SEC on December 18, 1998,  as amended on January
                  6, 1999, January 22, 1999,  February 9, 1999, and February 12,
                  1999).

         10.4     First Federal Bank  Employees'  Savings & Profit  Sharing Plan
                  and  Trust  (Incorporated  by  reference  from  the  Company's
                  Registration  Statement  on  Form  S-1  (Commission  File  No.
                  333-69245)  filed by the Company under the  Securities  Act of
                  1933 with the SEC on December 18, 1998,  as amended on January
                  6, 1999, January 22, 1999,  February 9, 1999, and February 12,
                  1999).

         23.1     Consent  of  Luse   Lehman   Gorman   Pomerenk  &  Schick,   A
                  Professional Corporation (contained in the opinion included as
                  Exhibit 5).

         23.2     Consent of KPMG Peat Marwick LLP.

         99.1     401(k) Plan Prospectus  Supplement  (Incorporated by reference
                  from  the  Company's   Registration   Statement  on  Form  S-1
                  (Commission File No. 333-69245) filed by the Company under the
                  Securities  Act of 1933 with the SEC on December 18, 1998,  as
                  amended on January 6, 1999,  January  22,  1999,  February  9,
                  1999, and February 12, 1999).

                                       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 Sioux City, Iowa, on this 30th day of June, 1999.

                                    First Federal Bankshares, Inc.

                                    By:      /s/ Barry E. Backhaus
                                             -----------------------------------
                                             Barry E. Backhaus, President and
                                             Chief Executive Officer

                                POWER OF ATTORNEY

     We, the  undersigned  directors and officers of First  Federal  Bankshares,
Inc. (the "Company")  hereby severally  constitute and appoint Barry E. Backhaus
as our true and lawful attorney and agent, to do any and all things in our names
in the  capacities  indicated  below  which  said  Barry  E.  Backhaus  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  statement on Form S-8
relating to the offering of the Company's Common Stock, 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 Barry E.  Backhaus  shall do or cause to be done by virtue
thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and as of the dates indicated.

Signatures                   Title                                         Date

/s/ Barry E. Backhaus        President, Chief Executive           June 30, 1999
-------------------------    Officer and Chairman of the Board
Barry E. Backhaus            (Principal Executive Officer)

/s/ Jon G. Cleghorn          Executive Vice President/Chief       June 30, 1999
-------------------------    Operating Officer and Director
Jon G. Cleghorn

/s/ Katherine A. Bousquet    Vice President and Treasurer         June 30, 1999
-------------------------    (Principal Financial and
Katherine A. Bousquet        Accounting Officer)

/s/ Dr. Nancy A. Boysen      Director                             June 30, 1999
-------------------------
Dr. Nancy A. Boysen
/s/ Harland D. Johnson             Director                       June 30, 1999
-------------------------
Harland D. Johnson

/s/ Allen J. Johnson               Director                       June 30, 1999
-------------------------
Allen J. Johnson

/s/ Dennis B. Swanstrom            Director                       June 30, 1999
-------------------------
Dennis B. Swanstrom

/s/ Gary L. Evans                  Director                       June 30, 1999
-------------------------
Gary L. Evans

/s/ Paul W. Olson                  Director                       June 30, 1999
-------------------------
Paul W. Olson

/s/ David Van Engelenhoven         Director                       June 30, 1999
-------------------------
David Van Engelenhoven

/s/ David S. Clay                  Director                       June 30, 1999
-------------------------
David S. Clay

/s/ Steven L. Opsal                Executive Vice President       June 30, 1999
-------------------------          and Director
Steven L. Opsal