Registration No. 333-_____    As  filed with the Commission on October 13, 2000

                  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 and Zip Code)
                   ---------------------------

         First Federal Bankshares, Inc. 1999 Stock Option Plan
    First Federal Bankshares, Inc. 1999 Recognition and Retention Plan
                       (Full Title of the Plans)

                             Copies to:

    Barry E. Backhaus                              Robert B. Pomerenk, Esquire
President and Chief Executive Officer       Luse Lehman Gorman Pomerenk & Schick
 First Federal Bankshares, Inc.                   A Professional Corporation
     329 Pierce Street                          5335 Wisconsin Ave., NW, #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. |X|


<PAGE>



<TABLE>
<CAPTION>

                                                  CALCULATION OF REGISTRATION FEE

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

<S>                         <C>                    <C>                   <C>                  <C>
 Common Stock,
  par value $.01        243,000 shares(2)        $9.25(3)             $2,247,750              $625
   per share

 Common Stock,
  par value $.01         20,500 shares(4)        $8.9375(6)             $182,319              $ 51
   per share

 Common Stock,
  par value $.01         79,050 shares(5)        $8.9375(6)             $706,509              $197
   per share

      Total             342,550 shares                                $3,137,478              $873
</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  1999  Stock  Option  Plan  (the  "Stock  Option  Plan")  and the  1999
     Recognition and Retention Plan (the  "Recognition  and Retention  Plan") as
     the result of a stock split,  stock  dividend or similar  adjustment of the
     outstanding Common Stock of First Federal  Bankshares,  Inc. pursuant to 17
     C.F.R. ss. 230.416(a).

(2)  Represents the number of shares currently reserved for issuance for options
     granted pursuant to the Stock Option Plan.

(3)  Determined   by   the   exercise   price   of   options   pursuant   to  17
     C.F.R.ss.230.457(h)(1).

(4)  Represents  the number of shares  reserved for  issuance for options  which
     have not been granted pursuant to the Stock Option Plan.

(5)  Represents  the number of shares awarded or available for award pursuant to
     the Recognition and Retention Plan. (6) Determined by reference to the fair
     market value of the common stock on October 3, 2000, pursuant to 17 C.F.R.
     ss.230.457(c).

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


     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

     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 Stock Option Plan and
the  Recognition and Retention Plan  (collectively  the "Plans") 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").

     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 First Federal
Bankshares,  Inc. (the "Company") with the Commission are hereby incorporated by
reference in this Registration Statement:

(a)  the  Company's  Annual Report on Form 10-K for the year ended June 30, 2000
     (File No. 0-25509) filed pursuant to Rule 13a-1 of the Securities  Exchange
     Act of 1934, as amended (the "Exchange Act");

(b)  all other reports  filed by the Company  pursuant to Section 13(a) or 15(d)
     of the Exchange Act since the end of the year covered by the Annual  Report
     referred to above;

(c)  the  Company's  definitive  Proxy  Statement  for  its  Annual  Meeting  of
     Stockholders held on October 21, 1999;

(d)  the  description  of the common  stock,  par value  $.01 per share,  of the
     Company contained in the Company's Registration Statement on Form S-1 (File
     No.  333-69245)  originally  filed with the Commission on December 18, 1998
     and all  amendments  or  reports  filed for the  purpose of  updating  such
     description, and incorporated by reference to the Registration Statement on
     Form 8-A filed by the Company under the Exchange Act on March 8, 1999.

     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 Suzette
Hoevet,  Secretary,  First Federal  Bankshares,  Inc., 329 Pierce Street,  Sioux
City, Iowa 51101, telephone number (712) 277-0200.

     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.

                                        3


<PAGE>



Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

     Directors  and officers of the Company 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 Stock
Option Plan and the Recognition and Retention Plan.

     The terms of the indemnification are set forth in the Company'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  Company  to  indemnify  the  director  for the amount
claimed, but the burden of proving such defense is on the Company.

     The Company 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 Company against loss arising from certain
claims made  against  them by reason of their being such  directors or officers;
and (ii) insures the Company  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
Company,  the Company 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

Regulation S-K                                      Reference to Prior Filing or
Exhibit Number             Document                 Exhibit No. Attached Hereto
--------------             --------                 ---------------------------

   4          Specimen form of common stock
              certificate of First Federal
              Bankshares, Inc.                                  *

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

  10.1        First Federal Bankshares, Inc. 1999
              Stock Option Plan                                **


  10.2        First Federal Bankshares, Inc. 1999
              Recognition and Retention Plan                   **

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

  23.2        Consent of KPMG                           Attached as Exhibit 23.2


                                        4


<PAGE>




   24         Power of Attorney                      Contained on Signature Page


*    Filed as an exhibit to the  Company's  Registration  Statement  on Form S-1
     (File No.  333-69245)  filed  with the  Commission  on  December  18,  1998
     pursuant  to  Section 5 of the  Securities  Act of 1933 and all  amendments
     thereto or reports filed for the purpose of updating such description.  All
     of such  previously  filed  documents  are  hereby  incorporated  herein by
     reference in accordance with Item 601 of Regulation S-K.

**   Filed  as  exhibits  to  the  Company's  Proxy  Statement  relating  to the
     Company's  October 21, 1999 annual meeting of stockholders,  filed with the
     Commission  on  September  23,  1999,  which  is  incorporated   herein  by
     reference.

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 of 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
Stock Option Plan and the Recognition and Retention 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  that is  incorporated  by
reference  in  this  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.

                                        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.

    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








                                        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 12th day of October, 2000.

                                         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           October 12, 2000
--------------------------
Barry E. Backhaus          Officer and Chairman of the Board
                           (Principal Executive Officer)

/s/Jon G. Cleghorn         Executive Vice President/Chief       October 12, 2000
---------------------------
Jon G. Cleghorn            Operating Officer and Director


/s/Katherine A. Bousquet   Vice President and Treasurer         October 12, 2000
---------------------------
Katherine A. Bousquet      (Principal Financial and
                             Accounting Officer)


/s/Dr. Nancy A. Boysen     Director                             October 12, 2000
---------------------------
Dr. Nancy A. Boysen


/s/Harland D. Johnson      Director                             October 12, 2000
---------------------------
Harland D. Johnson


<PAGE>







/s/Allen J. Johnson         Director                            October 12, 2000
---------------------------
Allen J. Johnson

/s/Dennis B. Swanstrom      Director                            October 12, 2000
---------------------------
Dennis B. Swanstrom

/s/Gary L. Evans            Director                            October 12, 2000
---------------------------
Gary L. Evans

/s/David Van Engelenhoven   Director                            October 12, 2000
---------------------------
David Van Engelenhoven

/s/David S. Clay            Director                            October 12, 2000
---------------------------
David S. Clay

/s/Steven L. Opsal          Executive Vice President            October 12, 2000
---------------------------
Steven L. Opsal             and Director




<PAGE>



                                    EXHIBIT 5

              OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.


<PAGE>








October 13, 2000


Board of Directors
First Federal Bankshares, Inc.
329 Pierce Street
Sioux City, Iowa 51101

     Re: First Federal Bankshares, Inc.
         Registration Statement on Form S-8

Ladies and Gentlemen:

     You have  requested  the  opinion  of this firm as to  certain  matters  in
connection  with the  offer  and sale of First  Federal  Bankshares,  Inc.  (the
"Company") common stock, par value $.01 per share (the "Common Stock"), pursuant
to the 1999  Stock  Option  Plan and the 1999  Recognition  and  Retention  Plan
(together,   the  "Plans").  We  have  reviewed  the  Company's  Certificate  of
Incorporation,  Registration  Statement on Form S-8 (the "Form S-8"), as well as
applicable statutes and regulations governing the Company and the offer and sale
of the Common Stock.

     Based on the foregoing, we are of the following opinion:

          Upon the effectiveness of the Form S-8, the Common Stock, when sold in
          connection with the exercise of options granted pursuant to the Plans,
          will be legally issued, fully paid and non-assessable.

     This  opinion  has  been  prepared  solely  for the use of the  Company  in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.

                                Very truly yours,

                                /s/ Luse Lehman Gorman Pomerenk & Schick
                                -----------------------------------------
                                Luse Lehman Gorman Pomerenk & Schick
                                A Professional Corporation


<PAGE>



                                  EXHIBIT 23.2

                                 CONSENT OF KPMG


<PAGE>





                          Independent Auditors' Consent

The Board of Directors
First Federal Bankshares, Inc.:


We consent to incorporation  by reference in the Registration  Statement on Form
S-8 of First  Federal  Bankshares,  Inc.  of our  report  dated  August 3, 2000,
relating to the consolidated  balance sheets of First Federal  Bankshares,  Inc.
and  subsidiaries  as of June 30, 2000 and 1999,  and the  related  consolidated
statements of  operations,  changes in  stockholders'  equity and  comprehensive
income, and cash flows for each of the years in the three-year period ended June
30, 2000, which report appears in the June 30, 2000,  annual report on Form 10-K
of First Federal Bankshares, Inc.

/s/KPMG

Des Moines, Iowa
October 9, 2000
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FIRST FEDERAL FORM S-8", "secsgml_size_bytes": 22551}]
{"company-data": {"conformed-name": "FIRST FEDERAL BANKSHARES INC", "cik": "0001075348", "assigned-sic": "6770", "irs-number": "421485449", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-47888", "film-number": "739563"}, "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 Commission on October 13, 2000

                  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 and Zip Code)
                   ---------------------------

         First Federal Bankshares, Inc. 1999 Stock Option Plan
    First Federal Bankshares, Inc. 1999 Recognition and Retention Plan
                       (Full Title of the Plans)

                             Copies to:

    Barry E. Backhaus                              Robert B. Pomerenk, Esquire
President and Chief Executive Officer       Luse Lehman Gorman Pomerenk & Schick
 First Federal Bankshares, Inc.                   A Professional Corporation
     329 Pierce Street                          5335 Wisconsin Ave., NW, #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. |X|
CALCULATION OF REGISTRATION FEE

Title of Securities      Amount to be          Proposed              Proposed              Amount of
 to be Registered       Registered (1)          Maximum               Maximum           Registration Fee
                                            Offering Price Per    Aggregate Offering
                                                 Share                 Price
--------------------    --------------      ------------------    ------------------    -----------------
Common Stock,
  par value $.01        243,000 shares(2)        $9.25(3)             $2,247,750              $625
   per share

 Common Stock,
  par value $.01         20,500 shares(4)        $8.9375(6)             $182,319              $ 51
   per share

 Common Stock,
  par value $.01         79,050 shares(5)        $8.9375(6)             $706,509              $197
   per share

      Total             342,550 shares                                $3,137,478              $873
-------------
(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  1999  Stock  Option  Plan  (the  "Stock  Option  Plan")  and the  1999
     Recognition and Retention Plan (the  "Recognition  and Retention  Plan") as
     the result of a stock split,  stock  dividend or similar  adjustment of the
     outstanding Common Stock of First Federal  Bankshares,  Inc. pursuant to 17
     C.F.R. ss. 230.416(a).

(2)  Represents the number of shares currently reserved for issuance for options
     granted pursuant to the Stock Option Plan.

(3)  Determined   by   the   exercise   price   of   options   pursuant   to  17
     C.F.R.ss.230.457(h)(1).

(4)  Represents  the number of shares  reserved for  issuance for options  which
     have not been granted pursuant to the Stock Option Plan.

(5)  Represents  the number of shares awarded or available for award pursuant to
     the Recognition and Retention Plan. (6) Determined by reference to the fair
     market value of the common stock on October 3, 2000, pursuant to 17 C.F.R.
     ss.230.457(c).

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

     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

     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 Stock Option Plan and
the  Recognition and Retention Plan  (collectively  the "Plans") 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").

     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 First Federal
Bankshares,  Inc. (the "Company") with the Commission are hereby incorporated by
reference in this Registration Statement:

(a)  the  Company's  Annual Report on Form 10-K for the year ended June 30, 2000
     (File No. 0-25509) filed pursuant to Rule 13a-1 of the Securities  Exchange
     Act of 1934, as amended (the "Exchange Act");

(b)  all other reports  filed by the Company  pursuant to Section 13(a) or 15(d)
     of the Exchange Act since the end of the year covered by the Annual  Report
     referred to above;

(c)  the  Company's  definitive  Proxy  Statement  for  its  Annual  Meeting  of
     Stockholders held on October 21, 1999;

(d)  the  description  of the common  stock,  par value  $.01 per share,  of the
     Company contained in the Company's Registration Statement on Form S-1 (File
     No.  333-69245)  originally  filed with the Commission on December 18, 1998
     and all  amendments  or  reports  filed for the  purpose of  updating  such
     description, and incorporated by reference to the Registration Statement on
     Form 8-A filed by the Company under the Exchange Act on March 8, 1999.

     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 Suzette
Hoevet,  Secretary,  First Federal  Bankshares,  Inc., 329 Pierce Street,  Sioux
City, Iowa 51101, telephone number (712) 277-0200.

     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.

                                        3
Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

     Directors  and officers of the Company 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 Stock
Option Plan and the Recognition and Retention Plan.

     The terms of the indemnification are set forth in the Company'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  Company  to  indemnify  the  director  for the amount
claimed, but the burden of proving such defense is on the Company.

     The Company 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 Company against loss arising from certain
claims made  against  them by reason of their being such  directors or officers;
and (ii) insures the Company  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
Company,  the Company 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

Regulation S-K                                      Reference to Prior Filing or
Exhibit Number             Document                 Exhibit No. Attached Hereto
--------------             --------                 ---------------------------

   4          Specimen form of common stock
              certificate of First Federal
              Bankshares, Inc.                                  *

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

  10.1        First Federal Bankshares, Inc. 1999
              Stock Option Plan                                **

  10.2        First Federal Bankshares, Inc. 1999
              Recognition and Retention Plan                   **

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

  23.2        Consent of KPMG                           Attached as Exhibit 23.2

                                        4
24         Power of Attorney                      Contained on Signature Page

*    Filed as an exhibit to the  Company's  Registration  Statement  on Form S-1
     (File No.  333-69245)  filed  with the  Commission  on  December  18,  1998
     pursuant  to  Section 5 of the  Securities  Act of 1933 and all  amendments
     thereto or reports filed for the purpose of updating such description.  All
     of such  previously  filed  documents  are  hereby  incorporated  herein by
     reference in accordance with Item 601 of Regulation S-K.

**   Filed  as  exhibits  to  the  Company's  Proxy  Statement  relating  to the
     Company's  October 21, 1999 annual meeting of stockholders,  filed with the
     Commission  on  September  23,  1999,  which  is  incorporated   herein  by
     reference.

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 of 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
Stock Option Plan and the Recognition and Retention 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  that is  incorporated  by
reference  in  this  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.

                                        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.

    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

                                        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 12th day of October, 2000.

                                         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           October 12, 2000
--------------------------
Barry E. Backhaus          Officer and Chairman of the Board
                           (Principal Executive Officer)

/s/Jon G. Cleghorn         Executive Vice President/Chief       October 12, 2000
---------------------------
Jon G. Cleghorn            Operating Officer and Director

/s/Katherine A. Bousquet   Vice President and Treasurer         October 12, 2000
---------------------------
Katherine A. Bousquet      (Principal Financial and
                             Accounting Officer)

/s/Dr. Nancy A. Boysen     Director                             October 12, 2000
---------------------------
Dr. Nancy A. Boysen

/s/Harland D. Johnson      Director                             October 12, 2000
---------------------------
Harland D. Johnson
/s/Allen J. Johnson         Director                            October 12, 2000
---------------------------
Allen J. Johnson

/s/Dennis B. Swanstrom      Director                            October 12, 2000
---------------------------
Dennis B. Swanstrom

/s/Gary L. Evans            Director                            October 12, 2000
---------------------------
Gary L. Evans

/s/David Van Engelenhoven   Director                            October 12, 2000
---------------------------
David Van Engelenhoven

/s/David S. Clay            Director                            October 12, 2000
---------------------------
David S. Clay

/s/Steven L. Opsal          Executive Vice President            October 12, 2000
---------------------------
Steven L. Opsal             and Director
EXHIBIT 5

              OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.
October 13, 2000

Board of Directors
First Federal Bankshares, Inc.
329 Pierce Street
Sioux City, Iowa 51101

     Re: First Federal Bankshares, Inc.
         Registration Statement on Form S-8

Ladies and Gentlemen:

     You have  requested  the  opinion  of this firm as to  certain  matters  in
connection  with the  offer  and sale of First  Federal  Bankshares,  Inc.  (the
"Company") common stock, par value $.01 per share (the "Common Stock"), pursuant
to the 1999  Stock  Option  Plan and the 1999  Recognition  and  Retention  Plan
(together,   the  "Plans").  We  have  reviewed  the  Company's  Certificate  of
Incorporation,  Registration  Statement on Form S-8 (the "Form S-8"), as well as
applicable statutes and regulations governing the Company and the offer and sale
of the Common Stock.

     Based on the foregoing, we are of the following opinion:

          Upon the effectiveness of the Form S-8, the Common Stock, when sold in
          connection with the exercise of options granted pursuant to the Plans,
          will be legally issued, fully paid and non-assessable.

     This  opinion  has  been  prepared  solely  for the use of the  Company  in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.

                                Very truly yours,

                                /s/ Luse Lehman Gorman Pomerenk & Schick
                                -----------------------------------------
                                Luse Lehman Gorman Pomerenk & Schick
                                A Professional Corporation
EXHIBIT 23.2

                                 CONSENT OF KPMG
Independent Auditors' Consent

The Board of Directors
First Federal Bankshares, Inc.:

We consent to incorporation  by reference in the Registration  Statement on Form
S-8 of First  Federal  Bankshares,  Inc.  of our  report  dated  August 3, 2000,
relating to the consolidated  balance sheets of First Federal  Bankshares,  Inc.
and  subsidiaries  as of June 30, 2000 and 1999,  and the  related  consolidated
statements of  operations,  changes in  stockholders'  equity and  comprehensive
income, and cash flows for each of the years in the three-year period ended June
30, 2000, which report appears in the June 30, 2000,  annual report on Form 10-K
of First Federal Bankshares, Inc.

/s/KPMG

Des Moines, Iowa
October 9, 2000