Registration No. 333-______

     As filed with the Securities and Exchange Commission on April 20, 2007
                                 UNITED STATES
                       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 or Other Jurisdiction of                     (I.R.S. Employer
 Incorporation or Organization)                      Identification No.)

                                329 Pierce Street
                             Sioux City, Iowa 51101
                    (Address of Principal Executive Offices)
         First Federal Bankshares, Inc. 2006 Stock-Based Incentive Plan
                            (Full Title of the Plan)
                                   Copies to:

   Mr. Michael W. Dosland                        Robert B. Pomerenk, Esquire
 President and Chief Executive Officer       Luse Gorman Pomerenk & Schick, P.C.
   First Federal Bankshares, Inc.                5335 Wisconsin Ave., N.W.,
      329 Pierce Street                                Suite 400
    Sioux City, Iowa 51101                       Washington, D.C.  20015
      (712) 277-0200                                  (202) 274-2000
  (Name, Address and Telephone
   Number of Agent for Service)


<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE


====================================================================================================================
<S>  <C>                       <C>                <C>                    <C>                    <C>


         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
$0.01 per share                 5,362 (2)            $21.32 (6)              $114,318                  $4
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                 14,350 (3)           $21.50 (5)              $308,525                  $10
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                280,288 (4)           $21.32 (6)             $5,975,741                $184
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

TOTALS                           300,000                                    $6,398,584                $198
--------------------------------------------------------------------------------------------------------------------
</TABLE>

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

(1)  Together  with an  indeterminate  number of  additional  shares that may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the First Federal  Bankshares,  Inc. 2006  Stock-Based  Incentive Plan (the
     "Stock  Benefit  Plan") as a result of a stock  split,  stock  dividend  or
     similar  adjustment  of the  outstanding  common  stock  of  First  Federal
     Bankshares,  Inc. (the "Company") pursuant to 17 C.F.R. Section 230.416(a).


(2)  Represents the number of shares of common stock awarded as restricted stock
     but not vested under the Stock Benefit Plan.

(3)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance for options granted pursuant to the Stock Benefit Plan.

(4)  Represents the number of shares of common stock reserved for issuance under
     the Stock Benefit Plan for any future  grants of restricted  stock or stock
     options.


(5)  Determined pursuant to 17 C.F.R. Section 230.457(h)(1).

(6)  Determined pursuant to 17 C.F.R. Section 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 Parts I and II of
Form S-8 have been or will be sent or given to participants in the Stock Benefit
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").

     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  with  the
Commission are hereby incorporated by reference in this Registration Statement:

     a) The Annual  Report on Form 10-K of the Company for the fiscal year ended
June 30, 2006  (Commission  File No.  000-25509),  filed with the  Commission on
September 13, 2006 pursuant to Section 13(a) of the  Securities and 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
on Form 10-K 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 March 8, 1999
(Commission File No. 000-25509).

     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  that
indicates that all securities  offered hereby have been sold or that 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.

     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.

Item 5.  Interests of Named Experts and Counsel

         None.

                                        3
<PAGE>


Item 6.  Indemnification of Directors and Officers

     Articles TENTH and ELEVENTH of the  Certificate of  Incorporation  of First
Federal  Bankshares,  Inc. (for purposes of this Item 6, 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:

         TENTH:
         -----

     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, Officer, employee or agent of another corporation or of a 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,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  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
TENTH  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  TENTH  shall be
contract  rights and such  rights  shall  continue as to an  indemnitee  who has
ceased to be a  Director,  Officer,  employee  or agent  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  TENTH 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 be
entitled to be paid also 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 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

                                        4
<PAGE>


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 TENTH or otherwise shall be on the Corporation.

     D.  The  rights  to  indemnification  and to the  advancement  of  expenses
conferred in this Article  TENTH 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 the
Board of 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 TENTH with respect to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

     ELEVENTH:  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  amended  to
authorize   corporate  action  further  eliminating  or  limiting  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.

     In addition, the employment agreement between the First Federal Bankshares,
Inc. and Michael W. Dosland (hereafter referred to as "Executive") provides that
during the term of the agreement, the Company shall provide Executive (including
his  heirs,  executors  and  administrators)  with  coverage  under  a  standard
directors  and officers  liability  insurance  policy at its expense,  and shall
indemnify Executive (and his heirs, executors and administrators) to the fullest
extent  permitted  under  Delaware  law against  all  expenses  and  liabilities
reasonably incurred by him in connection with or arising out of any action, suit
or  proceeding  in which he may be  involved  by  reason  of his  having  been a
director or officer of the Company (whether or not he continues to be a director
or officer at the time of incurring such expenses or liabilities), such expenses
and liabilities to include,  but not be limited to,  judgments,  court costs and
attorneys fees and the cost of reasonable  settlements (such settlements must be
approved by the Board of Directors  of the  Company).  If such  action,  suit or
proceeding  is  brought  against  Executive  in his  capacity  as an  officer or
director  of the  Company,  however,  such  indemnification  shall not extend to
matters as to which  Executive  is  finally  adjudged  to be liable for  willful
misconduct in the performance of his duties.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

                                       5
<PAGE>

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

Regulation S-K                                                         Reference to Prior Filing or
Exhibit Number                      Document                           Exhibit No. Attached Hereto
--------------                      --------                           ----------------------------
         4        Form of Common Stock Certificate                              *

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

         10       First Federal Bankshares, Inc. 2006 Stock-Based
                  Incentive Plan                                                **

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

         23.2     Consent of McGladrey & Pullen, LLP                            Attached as Exhibit 23.2

         24       Power of Attorney                                             Contained on Signature Page
</TABLE>

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

*    Incorporated  by  reference to Exhibit 4 to the  Registration  Statement on
     Form S-1 (Commission  File No.  333-69245)  originally filed by the Company
     under the Securities Act of 1933, with the Commission on December 18, 1998,
     and all  amendments  or  reports  filed for the  purpose of  updating  such
     description.

**   Incorporated  by  reference  to Appendix A to the proxy  statement  for the
     Company's  2006  Annual  Meeting  of  Stockholders   (Commission  File  No.
     000-25509),  filed by the Company under the  Securities and Exchange Act of
     1934, on September 21, 2006.

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
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 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

                                       6
<PAGE>

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.


                                       7
<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  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized,  in the City of Sioux City,  State of
Iowa, on this 19th day of April, 2007.


                                              FIRST FEDERAL BANKSHARES, INC.


                                        By:   /s/ Michael W. Dosland
                                             ----------------------
                                             Michael W. Dosland, President and
                                             Chief Executive Officer
                                             (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  directors and officers of First  Federal  Bankshares,
Inc. (the "Company") hereby severally constitute and appoint Michael W. Dosland,
as our true and lawful attorney and agent, to do any and all things in our names
in the  capacities  indicated  below  which  said  Michael W.  Dosland  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 shares of common
stock to be granted and shares of common stock to be issued upon the exercise of
stock  options to be  granted  under the First  Federal  Bankshares,  Inc.  2006
Stock-Based  Incentive 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
Michael W. Dosland 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>
<S>                                     <C>                                           <C>

Signatures                                  Title                                       Date
----------                                  -----                                       ----


/s/ Michael W. Dosland                      President and Chief Executive Officer       April 19, 2007
---------------------------
Michael W. Dosland                          (Principal Executive
                                            and Financial Officer)



/s/ Michael S. Moderski                     Senior Vice President,                      April 19, 2007
---------------------------
Michael S. Moderski                         Chief Financial Officer,
                                            (Principal Financial and
                                            Accounting Officer)


/s/ Arlene T. Curry                         Chairman of the Board                       April 19, 2007
---------------------------
Arlene T. Curry




                                            Director                                    April 19, 2007
---------------------------
Barry E. Backhaus

<PAGE>


/s/ Jon G. Cleghorn                         Director                                    April 19, 2007
---------------------------
Jon G. Cleghorn




/s/ Gary L. Evans                           Director                                    April 19, 2007
---------------------------
Gary L. Evans




/s/ Allen J. Johnson                        Director                                    April 19, 2007
---------------------------
Allen J. Johnson




/s/ Ronald A. Jorgensen                     Director                                    April 19, 2007
---------------------------
Ronald A. Jorgensen




/s/ David M. Roederer                       Director                                    April 19, 2007
---------------------------
David M. Roederer




/s/ Charles D. Terlouw                      Director                                    April 19, 2007
---------------------------
Charles D. Terlouw

</TABLE>



<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
<S>                     <C>

Exhibit Number         Description
--------------         -----------
         4             Form of Common Stock  Certificate  (incorporated by reference to Exhibit 4 to the Registration  Statement on
                       Form S-1 (Commission File No.  333-69245),  originally filed by the Company under the Securities Act of 1933
                       with the  Commission on December 18, 1998,  and all  amendments or reports filed for the purpose of updating
                       such description).

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

         10            First Federal Bankshares,  Inc. 2006 Stock-Based  Incentive Plan (incorporated by reference to Appendix A to
                       the proxy statement for the Company's 2006 Annual Meeting of Stockholders  (Commission File No.  000-25509),
                       filed by the Company under the Securities and Exchange Act of 1934, on September 21, 2006).

         23.1          Consent of Luse Gorman Pomerenk & Schick, P.C. (contained in the opinion included as Exhibit 5).

         23.2          Consent of McGladrey & Pullen, LLP

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


</TABLE>



<PAGE>













                                    Exhibit 5

                  OPINION OF LUSE GORMAN POMERENK & SCHICK, PC


<PAGE>


                          LUSE GORMAN POMERENK & SCHICK
                           A PROFESSIONAL CORPORATION
                                ATTORNEYS AT LAW

                     5335 WISCONSIN AVENUE, N.W., SUITE 400
                             WASHINGTON, D.C. 20015

                            TELEPHONE (202) 274-2000
                            FACSIMILE (202) 362-2902
                                 www.luselaw.com

WRITER'S DIRECT DIAL NUMBER                                      WRITER'S EMAIL
(202) 274-2000


April 20, 2006

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

        Re:      First Federal Bankshares, Inc. 2006 Stock-Based Incentive Plan
                 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 issuance of First Federal  Bankshares,  Inc. (the "Company")
common  stock,  par value $.01 per share (the "Common  Stock"),  pursuant to the
First Federal  Bankshares,  Inc.  2006  Stock-Based  Incentive  Plan (the "Stock
Benefit  Plan").  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 issued in
connection  with the exercise of options  granted  pursuant to the Stock Benefit
Plan and shares of Common Stock granted  under the Stock  Benefit Plan,  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 Gorman Pomerenk & Schick, PC

                            LUSE GORMAN POMERENK & SCHICK
                            A Professional Corporation


<PAGE>
















                                  Exhibit 23.2

                       CONSENT OF MCGLADREY & PULLEN, LLP




<PAGE>




Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this  Registration  Statement on
Form S-8 of First Federal  Bankshares,  Inc. of our reports dated  September 13,
2006  relating  to our  audits  of the  consolidated  financial  statements  and
internal control over financial reporting,  which appear in the Annual Report on
Form 10-K of First Federal Bankshares, Inc. for the year ended June 30, 2006.

We also consent to the reference to our firm under the caption  "Experts" in the
Prospectus which is incorporated into this Registration Statement by reference.

/s/ McGladrey & Pullen, LLP


Des Moines, Iowa
April 20, 2007
[{"type": "S-8", "sequence": "1", "filename": "s8_042007.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 32174}]
{"company-data": {"conformed-name": "FIRST FEDERAL BANKSHARES INC", "cik": "0001075348", "assigned-sic": "6035", "irs-number": "421485449", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-142264", "film-number": "07779174"}, "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 April 20, 2007
                                 UNITED STATES
                       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 or Other Jurisdiction of                     (I.R.S. Employer
 Incorporation or Organization)                      Identification No.)

                                329 Pierce Street
                             Sioux City, Iowa 51101
                    (Address of Principal Executive Offices)
         First Federal Bankshares, Inc. 2006 Stock-Based Incentive Plan
                            (Full Title of the Plan)
                                   Copies to:

   Mr. Michael W. Dosland                        Robert B. Pomerenk, Esquire
 President and Chief Executive Officer       Luse Gorman Pomerenk & Schick, P.C.
   First Federal Bankshares, Inc.                5335 Wisconsin Ave., N.W.,
      329 Pierce Street                                Suite 400
    Sioux City, Iowa 51101                       Washington, D.C.  20015
      (712) 277-0200                                  (202) 274-2000
  (Name, Address and Telephone
   Number of Agent for Service)
CALCULATION OF REGISTRATION FEE

====================================================================================================================
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
$0.01 per share                 5,362 (2)            $21.32 (6)              $114,318                  $4
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                 14,350 (3)           $21.50 (5)              $308,525                  $10
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                280,288 (4)           $21.32 (6)             $5,975,741                $184
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

TOTALS                           300,000                                    $6,398,584                $198
--------------------------------------------------------------------------------------------------------------------
-----------------------

(1)  Together  with an  indeterminate  number of  additional  shares that may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the First Federal  Bankshares,  Inc. 2006  Stock-Based  Incentive Plan (the
     "Stock  Benefit  Plan") as a result of a stock  split,  stock  dividend  or
     similar  adjustment  of the  outstanding  common  stock  of  First  Federal
     Bankshares,  Inc. (the "Company") pursuant to 17 C.F.R. Section 230.416(a).

(2)  Represents the number of shares of common stock awarded as restricted stock
     but not vested under the Stock Benefit Plan.

(3)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance for options granted pursuant to the Stock Benefit Plan.

(4)  Represents the number of shares of common stock reserved for issuance under
     the Stock Benefit Plan for any future  grants of restricted  stock or stock
     options.

(5)  Determined pursuant to 17 C.F.R. Section 230.457(h)(1).

(6)  Determined pursuant to 17 C.F.R. Section 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 Parts I and II of
Form S-8 have been or will be sent or given to participants in the Stock Benefit
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").

     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  with  the
Commission are hereby incorporated by reference in this Registration Statement:

     a) The Annual  Report on Form 10-K of the Company for the fiscal year ended
June 30, 2006  (Commission  File No.  000-25509),  filed with the  Commission on
September 13, 2006 pursuant to Section 13(a) of the  Securities and 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
on Form 10-K 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 March 8, 1999
(Commission File No. 000-25509).

     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  that
indicates that all securities  offered hereby have been sold or that 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.

     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.

Item 5.  Interests of Named Experts and Counsel

         None.

                                        3
Item 6.  Indemnification of Directors and Officers

     Articles TENTH and ELEVENTH of the  Certificate of  Incorporation  of First
Federal  Bankshares,  Inc. (for purposes of this Item 6, 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:

         TENTH:
         -----

     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, Officer, employee or agent of another corporation or of a 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,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  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
TENTH  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  TENTH  shall be
contract  rights and such  rights  shall  continue as to an  indemnitee  who has
ceased to be a  Director,  Officer,  employee  or agent  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  TENTH 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 be
entitled to be paid also 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 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

                                        4
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 TENTH or otherwise shall be on the Corporation.

     D.  The  rights  to  indemnification  and to the  advancement  of  expenses
conferred in this Article  TENTH 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 the
Board of 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 TENTH with respect to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

     ELEVENTH:  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  amended  to
authorize   corporate  action  further  eliminating  or  limiting  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.

     In addition, the employment agreement between the First Federal Bankshares,
Inc. and Michael W. Dosland (hereafter referred to as "Executive") provides that
during the term of the agreement, the Company shall provide Executive (including
his  heirs,  executors  and  administrators)  with  coverage  under  a  standard
directors  and officers  liability  insurance  policy at its expense,  and shall
indemnify Executive (and his heirs, executors and administrators) to the fullest
extent  permitted  under  Delaware  law against  all  expenses  and  liabilities
reasonably incurred by him in connection with or arising out of any action, suit
or  proceeding  in which he may be  involved  by  reason  of his  having  been a
director or officer of the Company (whether or not he continues to be a director
or officer at the time of incurring such expenses or liabilities), such expenses
and liabilities to include,  but not be limited to,  judgments,  court costs and
attorneys fees and the cost of reasonable  settlements (such settlements must be
approved by the Board of Directors  of the  Company).  If such  action,  suit or
proceeding  is  brought  against  Executive  in his  capacity  as an  officer or
director  of the  Company,  however,  such  indemnification  shall not extend to
matters as to which  Executive  is  finally  adjudged  to be liable for  willful
misconduct in the performance of his duties.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

                                       5
Item 8.  List of Exhibits.
Regulation S-K                                                         Reference to Prior Filing or
Exhibit Number                      Document                           Exhibit No. Attached Hereto
--------------                      --------                           ----------------------------
         4        Form of Common Stock Certificate                              *

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

         10       First Federal Bankshares, Inc. 2006 Stock-Based
                  Incentive Plan                                                **

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

         23.2     Consent of McGladrey & Pullen, LLP                            Attached as Exhibit 23.2

         24       Power of Attorney                                             Contained on Signature Page
----------------------------------

*    Incorporated  by  reference to Exhibit 4 to the  Registration  Statement on
     Form S-1 (Commission  File No.  333-69245)  originally filed by the Company
     under the Securities Act of 1933, with the Commission on December 18, 1998,
     and all  amendments  or  reports  filed for the  purpose of  updating  such
     description.

**   Incorporated  by  reference  to Appendix A to the proxy  statement  for the
     Company's  2006  Annual  Meeting  of  Stockholders   (Commission  File  No.
     000-25509),  filed by the Company under the  Securities and Exchange Act of
     1934, on September 21, 2006.

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
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 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

                                       6
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.

                                       7
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  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized,  in the City of Sioux City,  State of
Iowa, on this 19th day of April, 2007.

                                              FIRST FEDERAL BANKSHARES, INC.

                                        By:   /s/ Michael W. Dosland
                                             ----------------------
                                             Michael W. Dosland, President and
                                             Chief Executive Officer
                                             (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  directors and officers of First  Federal  Bankshares,
Inc. (the "Company") hereby severally constitute and appoint Michael W. Dosland,
as our true and lawful attorney and agent, to do any and all things in our names
in the  capacities  indicated  below  which  said  Michael W.  Dosland  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 shares of common
stock to be granted and shares of common stock to be issued upon the exercise of
stock  options to be  granted  under the First  Federal  Bankshares,  Inc.  2006
Stock-Based  Incentive 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
Michael W. Dosland 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/ Michael W. Dosland                      President and Chief Executive Officer       April 19, 2007
---------------------------
Michael W. Dosland                          (Principal Executive
                                            and Financial Officer)

/s/ Michael S. Moderski                     Senior Vice President,                      April 19, 2007
---------------------------
Michael S. Moderski                         Chief Financial Officer,
                                            (Principal Financial and
                                            Accounting Officer)

/s/ Arlene T. Curry                         Chairman of the Board                       April 19, 2007
---------------------------
Arlene T. Curry

                                            Director                                    April 19, 2007
---------------------------
Barry E. Backhaus
/s/ Jon G. Cleghorn                         Director                                    April 19, 2007
---------------------------
Jon G. Cleghorn

/s/ Gary L. Evans                           Director                                    April 19, 2007
---------------------------
Gary L. Evans

/s/ Allen J. Johnson                        Director                                    April 19, 2007
---------------------------
Allen J. Johnson

/s/ Ronald A. Jorgensen                     Director                                    April 19, 2007
---------------------------
Ronald A. Jorgensen

/s/ David M. Roederer                       Director                                    April 19, 2007
---------------------------
David M. Roederer

/s/ Charles D. Terlouw                      Director                                    April 19, 2007
---------------------------
Charles D. Terlouw
EXHIBIT INDEX
Exhibit Number         Description
--------------         -----------
         4             Form of Common Stock  Certificate  (incorporated by reference to Exhibit 4 to the Registration  Statement on
                       Form S-1 (Commission File No.  333-69245),  originally filed by the Company under the Securities Act of 1933
                       with the  Commission on December 18, 1998,  and all  amendments or reports filed for the purpose of updating
                       such description).

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

         10            First Federal Bankshares,  Inc. 2006 Stock-Based  Incentive Plan (incorporated by reference to Appendix A to
                       the proxy statement for the Company's 2006 Annual Meeting of Stockholders  (Commission File No.  000-25509),
                       filed by the Company under the Securities and Exchange Act of 1934, on September 21, 2006).

         23.1          Consent of Luse Gorman Pomerenk & Schick, P.C. (contained in the opinion included as Exhibit 5).

         23.2          Consent of McGladrey & Pullen, LLP

         24            Power of Attorney (contained in the signature page to this Registration Statement).
Exhibit 5

                  OPINION OF LUSE GORMAN POMERENK & SCHICK, PC
LUSE GORMAN POMERENK & SCHICK
                           A PROFESSIONAL CORPORATION
                                ATTORNEYS AT LAW

                     5335 WISCONSIN AVENUE, N.W., SUITE 400
                             WASHINGTON, D.C. 20015

                            TELEPHONE (202) 274-2000
                            FACSIMILE (202) 362-2902
                                 www.luselaw.com

WRITER'S DIRECT DIAL NUMBER                                      WRITER'S EMAIL
(202) 274-2000

April 20, 2006

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

        Re:      First Federal Bankshares, Inc. 2006 Stock-Based Incentive Plan
                 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 issuance of First Federal  Bankshares,  Inc. (the "Company")
common  stock,  par value $.01 per share (the "Common  Stock"),  pursuant to the
First Federal  Bankshares,  Inc.  2006  Stock-Based  Incentive  Plan (the "Stock
Benefit  Plan").  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 issued in
connection  with the exercise of options  granted  pursuant to the Stock Benefit
Plan and shares of Common Stock granted  under the Stock  Benefit Plan,  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 Gorman Pomerenk & Schick, PC

                            LUSE GORMAN POMERENK & SCHICK
                            A Professional Corporation
Exhibit 23.2

                       CONSENT OF MCGLADREY & PULLEN, LLP
Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this  Registration  Statement on
Form S-8 of First Federal  Bankshares,  Inc. of our reports dated  September 13,
2006  relating  to our  audits  of the  consolidated  financial  statements  and
internal control over financial reporting,  which appear in the Annual Report on
Form 10-K of First Federal Bankshares, Inc. for the year ended June 30, 2006.

We also consent to the reference to our firm under the caption  "Experts" in the
Prospectus which is incorporated into this Registration Statement by reference.

/s/ McGladrey & Pullen, LLP

Des Moines, Iowa
April 20, 2007