<PAGE> 1


   As filed with the Securities and Exchange Commission on January 23, 2003
                                                  Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                         FIRST FEDERAL BANCSHARES, INC.
   (exact name of registrant as specified in its certificate of incorporation)

            DELAWARE                                   37-1397683
    (State or other jurisdiction of          (IRS Employer Identification No.)
    incorporation or organization)



                              109 EAST DEPOT STREET
                           COLCHESTER, ILLINOIS 62326
          (Address, including zip code of Principal Executive Offices)

                    FIRST FEDERAL BANK EMPLOYEES' SAVINGS AND
                           PROFIT SHARING PLAN & TRUST
                            (Full Title of the Plan)
                          -----------------------------

JAMES J. STEBOR                                 COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER           PAUL M. AGUGGIA, ESQUIRE
FIRST FEDERAL BANCSHARES, INC.                  THOMAS P. HUTTON, ESQUIRE
109 EAST DEPOT STREET                           MULDOON MURPHY & FAUCETTE LLP
COLCHESTER, ILLINOIS  62326                     5101 WISCONSIN AVENUE, N.W.
(309) 776-3225                                  WASHINGTON, DC  20016
                                                (202)  362-0840
 (Name, address, including zip code, and number, telephone including area code,
                              of agent for service)

<TABLE>
<CAPTION>
===================================================================================
    Title of                          Proposed     Proposed Maximum     Amount of
Securities to be    Amount to be   Purchase Price Aggregate Offering  Registration
   Registered      Registered(1)     Per Share         Price(2)            Fee
===================================================================================
 <S>               <C>               <C>              <C>               <C>

  Common Stock     28,828 Shares     $20.06(3)        $578,289          $53(4)
 $.01 par Value
-----------------------------------------------------------------------------------
  Participation        (5)                                                (6)
    Interests
-----------------------------------------------------------------------------------
</TABLE>

(1) Together with an indeterminate number of additional shares which may be
    necessary to adjust the number of shares reserved for issuance pursuant to
    the First Federal Bank Employees' Savings and Profit Sharing Plan & Trust
    (the "Plan") as the result of a stock split, stock dividend or similar
    adjustment of the outstanding Common Stock of First Federal Bancshares, Inc.
    pursuant to 17 C.F.R. Section 230.416(a).
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The average of the high and low prices per share as  reported  on the Nasdaq
    National Market (the "Common Stock") on January 21, 2003, in accordance with
    17 C.F.R. Section 230.457(c).
(4) On October 23, 2001,  FFBI paid an excess registration fee of $807.32 in
    connection with the filing of a Registration Statement on Form S-8
    (Registration No. 333-72140) on October 24, 2001, of which a balance of
    $327 remains. The registration fee required for this filing will offset the
    excess registration fee previously paid.
(5) In  addition, pursuant to 17  C.F.R. Section 230.416(c), this registration
    statement also covers an indeterminate amount of interests to be offered or
    sold pursuant to the employee benefit plan described herein based upon the
    maximum amount that could be issued under the plan pursuant to 17 C.F.R.
    Section 230.457(h).
(6) In accordance with 17 C.F.R. Section 230.457(h), the registration fee has
    been calculated on the basis of the number of shares of Common Stock that
    may be purchased with the current assets of such Plan. Accordingly, no
    separate fee is required for the participation interests.


<PAGE> 2



FIRST FEDERAL BANCSHARES, INC.

PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The documents containing the information for the First Federal Bank
Employees' Savings and Profit Sharing Plan & Trust (the "Plan") required by Part
I of the Registration Statement will be sent or given to the participants in the
Plan as  specified  by Rule  428(b)(1).  Such  documents  are not filed with the
Securities  and  Exchange  Commission  (the  "SEC")  either  as a part  of  this
Registration  Statement or as a prospectus or prospectus  supplement pursuant to
Rule 424 in reliance on Rule 428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

      (a) The  registration  statement  on Form  S-4  filed  by the  Company  in
connection  with the  merger of PFSB with and into  FFBI  (File No.  333-97847),
which  includes the  consolidated  statements  of  financial  condition of First
Federal  Bancshares,  Inc.  as of December  31,  2001 and 2000,  and the related
consolidated  statements  of income,  changes in  shareholders'  equity and cash
flows for the year ended  December 31, 2001,  the ten months ended  December 31,
2000 and the year ended February 29, 2000, filed with the SEC on August 9, 2002.

      (b) The Form 10-Q  reports  filed by the Company  for the fiscal  quarters
ended March 31, 2002 (File No.  000-30753),  June 30, 2002 (File No.  000-30753)
and September 30, 2002 (File No. 000-30753),  filed with the SEC on May 8, 2002,
August 14, 2002 and November 14, 2002, respectively.

      (c)  The  description  of the  Company's  Common  Stock  contained  in the
Company's  Form 8-A (File No.  000-30753),  as filed  with the SEC  pursuant  to
Section 12(g) of the Securities  Exchange Act of 1934 (the "Exchange  Act"), and
rule  12b-15  promulgated  thereunder,  on  June 6,  2000,  as  incorporated  by
reference  from the  Company's  Form SB-2  (File  No.  333-36368),  as  amended,
initially filed on May 5, 2002 and declared effective July 11, 2000.

      (d) All documents filed by the Company  pursuant to Section 13(a) and (c),
14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of
a  post-effective  amendment  which  deregisters  all securities  then remaining
unsold.

      ANY STATEMENT CONTAINED IN THIS REGISTRATION  STATEMENT,  OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE  HEREIN,  SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT TO THE
EXTENT THAT A STATEMENT  CONTAINED  HEREIN, OR IN ANY OTHER  SUBSEQUENTLY  FILED
DOCUMENT WHICH ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR


                                      2

<PAGE> 3



SUPERSEDED  SHALL  NOT BE  DEEMED,  EXCEPT  AS SO  MODIFIED  OR  SUPERSEDED,  TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

ITEM 4.  DESCRIPTION OF SECURITIES

      The common  stock to be offered  pursuant to the Plan has been  registered
pursuant to Section 12(g) of the Exchange Act. Accordingly, a description of the
common stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Registrant are indemnified and held harmless
against   liability  to  the  fullest  extent   permissible  under  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  exist.  This  indemnification  applies to the Board of Directors with
respect to its administration of the Plan.

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 a majority  vote of the Directors who are not
      parties to such proceeding, even though less then a quorum.

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



                                      3

<PAGE> 4



      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,  services 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
      expenses 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 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.


                                        4

<PAGE> 5



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

F.    The  Corporation  may,  to the  extent  authorized  from time to time by a
      majority  vote of the  Directors  who are not parties to such  proceeding,
      even though less than a quorum, 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.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.

ITEM 8.   LIST OF EXHIBITS

      The following exhibits are filed herewith (numbering corresponds generally
to Exhibit Table in Item 601 of Regulation S-K):

      8.0      Tax Opinion not required. The Corporation has submitted or hereby
               undertakes to submit the 401(k) Plan and any  amendments  thereto
               to the Internal  Revenue  Service  ("IRS") in a timely manner and
               has made or will make all changes required by the IRS in order to
               qualify the Plan.

      10.0     First  Federal  Bank Employees' Savings and Profit Sharing Plan &
               Trust

      23.0     Consent of Crowe, Chizek and Company LLP

      24.0     Power of Attorney



                                        5

<PAGE> 6



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:

            (i)   To include any prospectus  required by Section 10(a)(3) of the
                  Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the Registration  Statement (or the most
                  recent post-effective  amendment thereof) which,  individually
                  or in the  aggregate,  represent a  fundamental  change in the
                  information set forth in the Registration Statement; and

            (iii) To include any material  information  with respect to the plan
                  of distribution  not previously  disclosed in the Registration
                  Statement or any material  change to such  information  in the
                  Registration  Statement unless the information required by (i)
                  and  (ii)  is  contained  in  periodic  reports  filed  by the
                  Registrant pursuant to Section 13 or 15(d) of the Exchange Act
                  that are  incorporated  by  reference  into 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 offering.

      The  undersigned  Registrant  hereby  undertakes  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.

      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  directors,  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


                                        6

<PAGE> 7



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> 8



                                  SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, First Federal
Bancshares, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Colchester, State of Illinois on January 23,
2003.

                                      FIRST FEDERAL BANCSHARES, INC.


                                      By: /s/ James J. Stebor
                                         ---------------------------------------
                                         James J. Stebor
                                         President, Chief Executive Officer and
                                         Director

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

       On January 23, 2003, we the undersigned officers and directors of First
Federal Bancshares, Inc. hereby, severally and individually constitute and
appoint James J. Stebor and Cathy D. Pendell, the true and lawful
attorneys-in-fact and agents (with full power of substitution in each case) each
of us to execute in the name, place and stead of each of us (individually) and
in any capacity as stated, below), any and all amendments to this Form S-8
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the U.S. Securities and Exchange
Commission, respectively, said attorneys-in- fact and agents to have power to
act and to have full power and authority to do and perform, in the name and on
behalf of the undersigned, every act to be done in the premises as fully to all
intents and purposes as any of the undersigned or could do in person and we
hereby ratify and confirm our signatures as they might be signed by or said
attorneys-in-fact and agents to any and all such amendments and instruments.

       Name                            Title                      Date
       ----                            -----                      ----

/s/ James J. Stebor
------------------------        President, Chief Executive,    January 23, 2003
James J. Stebor                 Officer and Director


/s/ Cathy D. Pendell
------------------------        Treasurer                      January 23, 2003
Cathy D. Pendell                (principal accounting and
                                financial officer)

/s/ Franklin M. Hartzell
------------------------        Chairman of the Board          January 23, 2003
Franklin M. Hartzell





                                      8

<PAGE> 9



/s/ B. Bradford Billings
-------------------------          Director                    January 23, 2003
B. Bradford Billings



--------------------------         Director                    __________, 2003
Murrel Hollis


/s/ Eldon R. Mette
--------------------------         Director                    January 23, 2003
Eldon R. Mette



--------------------------         Director                    __________, 2003
Gerald L. Prunty


/s/ Dr. Stephen L. Roth
--------------------------         Director                    January 23, 2003
Dr. Stephen L. Roth




--------------------------         Director                    __________, 2003
Richard D. Stephens



                                      9

<PAGE> 10



                                  EXHIBIT INDEX





Exhibit No. Description                           Method of Filing
----------- ------------------------------------- ------------------------------

   8.0      Tax Opinion not required.

  10.0      First Federal Bank Employees' Savings
            and Profit Sharing Plan & Trust       Filed herewith

  23.0      Consent of Crowe, Chizek and Company  Filed herewith.

  24.0      Power of Attorney                     Located on the signature page.








                                      10
[{"type": "S-8", "sequence": "1", "filename": "firstfedbancs8.txt", "secsgml_size_bytes": 26202}]
{"company-data": {"conformed-name": "FIRST FEDERAL BANCSHARES INC /DE", "cik": "0001113107", "assigned-sic": "6035", "irs-number": "371397683", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102670", "film-number": "03522183"}, "business-address": {"street1": "109 EAST DEPOT STREET", "city": "COLCHESTER", "state": "IL", "zip": "62326", "phone": "3097763225"}, "mail-address": {"street1": "109 EAST DEPOT STREET", "city": "COLCHESTER", "state": "IL", "zip": "62326"}}
1

   As filed with the Securities and Exchange Commission on January 23, 2003
                                                  Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                         FIRST FEDERAL BANCSHARES, INC.
   (exact name of registrant as specified in its certificate of incorporation)

            DELAWARE                                   37-1397683
    (State or other jurisdiction of          (IRS Employer Identification No.)
    incorporation or organization)

                              109 EAST DEPOT STREET
                           COLCHESTER, ILLINOIS 62326
          (Address, including zip code of Principal Executive Offices)

                    FIRST FEDERAL BANK EMPLOYEES' SAVINGS AND
                           PROFIT SHARING PLAN & TRUST
                            (Full Title of the Plan)
                          -----------------------------

JAMES J. STEBOR                                 COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER           PAUL M. AGUGGIA, ESQUIRE
FIRST FEDERAL BANCSHARES, INC.                  THOMAS P. HUTTON, ESQUIRE
109 EAST DEPOT STREET                           MULDOON MURPHY & FAUCETTE LLP
COLCHESTER, ILLINOIS  62326                     5101 WISCONSIN AVENUE, N.W.
(309) 776-3225                                  WASHINGTON, DC  20016
                                                (202)  362-0840
 (Name, address, including zip code, and number, telephone including area code,
                              of agent for service)
===================================================================================
    Title of                          Proposed     Proposed Maximum     Amount of
Securities to be    Amount to be   Purchase Price Aggregate Offering  Registration
   Registered      Registered(1)     Per Share         Price(2)            Fee
===================================================================================
Common Stock     28,828 Shares     $20.06(3)        $578,289          $53(4)
 $.01 par Value
-----------------------------------------------------------------------------------
  Participation        (5)                                                (6)
    Interests
-----------------------------------------------------------------------------------
(1) Together with an indeterminate number of additional shares which may be
    necessary to adjust the number of shares reserved for issuance pursuant to
    the First Federal Bank Employees' Savings and Profit Sharing Plan & Trust
    (the "Plan") as the result of a stock split, stock dividend or similar
    adjustment of the outstanding Common Stock of First Federal Bancshares, Inc.
    pursuant to 17 C.F.R. Section 230.416(a).
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The average of the high and low prices per share as  reported  on the Nasdaq
    National Market (the "Common Stock") on January 21, 2003, in accordance with
    17 C.F.R. Section 230.457(c).
(4) On October 23, 2001,  FFBI paid an excess registration fee of $807.32 in
    connection with the filing of a Registration Statement on Form S-8
    (Registration No. 333-72140) on October 24, 2001, of which a balance of
    $327 remains. The registration fee required for this filing will offset the
    excess registration fee previously paid.
(5) In  addition, pursuant to 17  C.F.R. Section 230.416(c), this registration
    statement also covers an indeterminate amount of interests to be offered or
    sold pursuant to the employee benefit plan described herein based upon the
    maximum amount that could be issued under the plan pursuant to 17 C.F.R.
    Section 230.457(h).
(6) In accordance with 17 C.F.R. Section 230.457(h), the registration fee has
    been calculated on the basis of the number of shares of Common Stock that
    may be purchased with the current assets of such Plan. Accordingly, no
    separate fee is required for the participation interests.
2

FIRST FEDERAL BANCSHARES, INC.

PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The documents containing the information for the First Federal Bank
Employees' Savings and Profit Sharing Plan & Trust (the "Plan") required by Part
I of the Registration Statement will be sent or given to the participants in the
Plan as  specified  by Rule  428(b)(1).  Such  documents  are not filed with the
Securities  and  Exchange  Commission  (the  "SEC")  either  as a part  of  this
Registration  Statement or as a prospectus or prospectus  supplement pursuant to
Rule 424 in reliance on Rule 428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

      (a) The  registration  statement  on Form  S-4  filed  by the  Company  in
connection  with the  merger of PFSB with and into  FFBI  (File No.  333-97847),
which  includes the  consolidated  statements  of  financial  condition of First
Federal  Bancshares,  Inc.  as of December  31,  2001 and 2000,  and the related
consolidated  statements  of income,  changes in  shareholders'  equity and cash
flows for the year ended  December 31, 2001,  the ten months ended  December 31,
2000 and the year ended February 29, 2000, filed with the SEC on August 9, 2002.

      (b) The Form 10-Q  reports  filed by the Company  for the fiscal  quarters
ended March 31, 2002 (File No.  000-30753),  June 30, 2002 (File No.  000-30753)
and September 30, 2002 (File No. 000-30753),  filed with the SEC on May 8, 2002,
August 14, 2002 and November 14, 2002, respectively.

      (c)  The  description  of the  Company's  Common  Stock  contained  in the
Company's  Form 8-A (File No.  000-30753),  as filed  with the SEC  pursuant  to
Section 12(g) of the Securities  Exchange Act of 1934 (the "Exchange  Act"), and
rule  12b-15  promulgated  thereunder,  on  June 6,  2000,  as  incorporated  by
reference  from the  Company's  Form SB-2  (File  No.  333-36368),  as  amended,
initially filed on May 5, 2002 and declared effective July 11, 2000.

      (d) All documents filed by the Company  pursuant to Section 13(a) and (c),
14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of
a  post-effective  amendment  which  deregisters  all securities  then remaining
unsold.

      ANY STATEMENT CONTAINED IN THIS REGISTRATION  STATEMENT,  OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE  HEREIN,  SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT TO THE
EXTENT THAT A STATEMENT  CONTAINED  HEREIN, OR IN ANY OTHER  SUBSEQUENTLY  FILED
DOCUMENT WHICH ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR

                                      2
3

SUPERSEDED  SHALL  NOT BE  DEEMED,  EXCEPT  AS SO  MODIFIED  OR  SUPERSEDED,  TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

ITEM 4.  DESCRIPTION OF SECURITIES

      The common  stock to be offered  pursuant to the Plan has been  registered
pursuant to Section 12(g) of the Exchange Act. Accordingly, a description of the
common stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Registrant are indemnified and held harmless
against   liability  to  the  fullest  extent   permissible  under  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  exist.  This  indemnification  applies to the Board of Directors with
respect to its administration of the Plan.

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 a majority  vote of the Directors who are not
      parties to such proceeding, even though less then a quorum.

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

                                      3
4

      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,  services 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
      expenses 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 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.

                                        4
5

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

F.    The  Corporation  may,  to the  extent  authorized  from time to time by a
      majority  vote of the  Directors  who are not parties to such  proceeding,
      even though less than a quorum, 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.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.

ITEM 8.   LIST OF EXHIBITS

      The following exhibits are filed herewith (numbering corresponds generally
to Exhibit Table in Item 601 of Regulation S-K):

      8.0      Tax Opinion not required. The Corporation has submitted or hereby
               undertakes to submit the 401(k) Plan and any  amendments  thereto
               to the Internal  Revenue  Service  ("IRS") in a timely manner and
               has made or will make all changes required by the IRS in order to
               qualify the Plan.

      10.0     First  Federal  Bank Employees' Savings and Profit Sharing Plan &
               Trust

      23.0     Consent of Crowe, Chizek and Company LLP

      24.0     Power of Attorney

                                        5
6

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:

            (i)   To include any prospectus  required by Section 10(a)(3) of the
                  Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the Registration  Statement (or the most
                  recent post-effective  amendment thereof) which,  individually
                  or in the  aggregate,  represent a  fundamental  change in the
                  information set forth in the Registration Statement; and

            (iii) To include any material  information  with respect to the plan
                  of distribution  not previously  disclosed in the Registration
                  Statement or any material  change to such  information  in the
                  Registration  Statement unless the information required by (i)
                  and  (ii)  is  contained  in  periodic  reports  filed  by the
                  Registrant pursuant to Section 13 or 15(d) of the Exchange Act
                  that are  incorporated  by  reference  into 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 offering.

      The  undersigned  Registrant  hereby  undertakes  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.

      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  directors,  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

                                        6
7

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
8

                                  SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, First Federal
Bancshares, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Colchester, State of Illinois on January 23,
2003.

                                      FIRST FEDERAL BANCSHARES, INC.

                                      By: /s/ James J. Stebor
                                         ---------------------------------------
                                         James J. Stebor
                                         President, Chief Executive Officer and
                                         Director

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

       On January 23, 2003, we the undersigned officers and directors of First
Federal Bancshares, Inc. hereby, severally and individually constitute and
appoint James J. Stebor and Cathy D. Pendell, the true and lawful
attorneys-in-fact and agents (with full power of substitution in each case) each
of us to execute in the name, place and stead of each of us (individually) and
in any capacity as stated, below), any and all amendments to this Form S-8
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the U.S. Securities and Exchange
Commission, respectively, said attorneys-in- fact and agents to have power to
act and to have full power and authority to do and perform, in the name and on
behalf of the undersigned, every act to be done in the premises as fully to all
intents and purposes as any of the undersigned or could do in person and we
hereby ratify and confirm our signatures as they might be signed by or said
attorneys-in-fact and agents to any and all such amendments and instruments.

       Name                            Title                      Date
       ----                            -----                      ----

/s/ James J. Stebor
------------------------        President, Chief Executive,    January 23, 2003
James J. Stebor                 Officer and Director

/s/ Cathy D. Pendell
------------------------        Treasurer                      January 23, 2003
Cathy D. Pendell                (principal accounting and
                                financial officer)

/s/ Franklin M. Hartzell
------------------------        Chairman of the Board          January 23, 2003
Franklin M. Hartzell

                                      8
9

/s/ B. Bradford Billings
-------------------------          Director                    January 23, 2003
B. Bradford Billings

--------------------------         Director                    __________, 2003
Murrel Hollis

/s/ Eldon R. Mette
--------------------------         Director                    January 23, 2003
Eldon R. Mette

--------------------------         Director                    __________, 2003
Gerald L. Prunty

/s/ Dr. Stephen L. Roth
--------------------------         Director                    January 23, 2003
Dr. Stephen L. Roth

--------------------------         Director                    __________, 2003
Richard D. Stephens

                                      9
10

                                  EXHIBIT INDEX

Exhibit No. Description                           Method of Filing
----------- ------------------------------------- ------------------------------

   8.0      Tax Opinion not required.

  10.0      First Federal Bank Employees' Savings
            and Profit Sharing Plan & Trust       Filed herewith

  23.0      Consent of Crowe, Chizek and Company  Filed herewith.

  24.0      Power of Attorney                     Located on the signature page.

                                      10