<PAGE> 1


As filed with the Securities and Exchange Commission on November 27, 2002
================================================================================
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)

             PFSB BANCORP, INC. 2000 STOCK-BASED INCENTIVE PLAN (1)
                            (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
(Name, address, including zip code, and telephone  (202) 362-0840
number, 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(2)     Per Share          Price              Fee
----------------------------------------------------------------------------------------------
<S>                  <C>              <C>              <C>               <C>
  Common Stock         47,814         $8.52(4)         $407,375          $38(5)
 $.01 par Value      Shares (3)
==============================================================================================
</TABLE>

(1) First Federal Bancshares, Inc. (the "Company" or "FFBI"), is offering shares
    of its common stock pursuant to this plan in connection with the merger of
    PFSB Bancorp, Inc. ("PFSB") with and into FFBI.  Pursuant to the terms of
    the merger agreement, FFBI has assumed PFSB obligations under this plan.
(2) Together  with an  indeterminate  number of  additional shares  which may be
    necessary to adjust the number of shares  reserved for issuance  pursuant to
    the PFSB Bancorp, Inc. 2002 Stock-Based Incentive Plan.
(3) Represents the total number of shares currently  available for issuance upon
    the exercise of stock  options  granted under the PFSB  Bancorp,  Inc.  2000
    Stock-Based  Incentive  Plan,  as adjusted to reflect the  exchange ratio of
    [1.203] shares of FFBI common stock for each share of PFSB common stock.
(4) Represents  the adjusted  average exercise  price of $8.52 per share for the
    outstanding options  granted under the PFSB Bancorp,  Inc. 2000  Stock-Based
    Incentive Plan, as assumed by FFBI.
(5) 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. The  registration  fee
    required for this filing will offset the excess registration  fee previously
    paid.


<PAGE> 2



FIRST FEDERAL BANCSHARES, INC.

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

ITEMS 1 & 2. In connection with the merger of PFSB Bancorp,  Inc.  ("PFSB") with
and into First  Federal  Bancshares,  Inc. (the  "Company" or "FFBI")  effective
November 22, 2002,  FFBI assumed the obligations of PFSB under the PFSB Bancorp,
Inc.  2000  Stock-Based  Incentive  Plan (the "Plan").  In  connection  with its
assumption of the Plan,  FFBI is offering shares of its common stock pursuant to
the Plan. The documents containing the information for 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,  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.

                                       2
<PAGE> 3

      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
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.

      The validity of the common stock  offered  hereby has been passed upon for
the Registrant by the firm of Muldoon Murphy & Faucette LLP, Washington, D.C.

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

                                       3
<PAGE> 4

        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 3 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  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

                                       4

<PAGE> 5

        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.

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.


                                        5

<PAGE> 6

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):

      5.0      Opinion of  Muldoon Murphy & Faucette LLP  as  to the legality of
               the Common Stock to be issued.

      10.1     PFSB Bancorp, Inc. 2000 Stock-Based Incentive Plan (as assumed by
               First  Federal  Bancshares,  Inc.,  effective November 22, 2002).
               (Incorporated by reference to PFSB Bancorp,  Inc.'s  Registration
               Statement  on  Form  S-8  (SEC  No.  333-35020)  filed  with  the
               Securities and Exchange Commission on April 18, 2000.)

      10.2     Form  of   First   Federal   Bancshares,   Inc.   Stock    Option
               Assumption  Agreement  for PFSB Bancorp,  Inc.  2000  Stock-Based
               Incentive Plan.

      23.1     Consent  of   Muldoon  Murphy  &  Faucette  LLP (contained in the
               opinion included in Exhibit 5.0).

      23.2     Consent of Crowe, Chizek and Company LLP.

      24.0     Power of Attorney is located on the signature page.

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

                                       6

<PAGE> 7


            (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 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 November 26,
2002.

                                      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 November 26, 2002, 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,     November 26, 2002
-------------------     Officer and Director
James J. Stebor


/s/ Cathy D. Pendell    Treasurer                       November 26, 2002
--------------------    (principal accounting and
Cathy D. Pendell        financial officer)

                                       8

<PAGE> 9



/s/ Franklin M. Hartzell   Chairman of the Board        November 26, 2002
------------------------
Franklin M. Hartzell



-------------------        Director
B. Bradford Billings


/s/ Murrell Hollis         Director                     November 26, 2002
------------------
Murrel Hollis


                           Director
------------------
Eldon R. Mette


/s/ Gerald L. Prunty       Director                     November 26, 2002
--------------------
Gerald L. Prunty


/s/ Dr. Stephen L. Roth    Director                     November 26, 2002
-----------------------
Dr. Stephen L. Roth


                           Director
-------------------
Richard D. Stephens



                                        9

<PAGE> 10



                                  EXHIBIT INDEX
                                  -------------



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

   5.0                Opinion of Muldoon Murphy     Filed herewith.
                      & Faucette LLP as to the
                      legality of the Common Stock
                      to be issued

  10.1                PFSB Bancorp, Inc. 2000       Incorporated by reference
                      Stock-Based Incentive Plan    to PFSB Bancorp, Inc.'s
                      (as assumed by First Federal  Registration Statement on
                      Bancshares, Inc. effective    Form S-8 (SEC No. 333-35020)
                      November 22, 2002)            filed with the Securities
                                                    and Exchange Commission on
                                                    April 18, 2000.

  10.2                Form of First Federal         Filed herewith.
                      Bancshares, Inc. Stock
                      Option Assumption Agreement
                      for PFSB Bancorp, Inc. 2000
                      Stock-Based Incentive Plan

  23.1                Consent of Muldoon Murphy &   Contained in Exhibit 5.0.
                      Faucette LLP

  23.2                Consent of Crowe, Chizek      Filed herewith.
                      and Company LLP

   24                 Power of Attorney             Located on the signature
                                                    page.


                                       10
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{"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": "333-101508", "film-number": "02841982"}, "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 November 27, 2002
================================================================================
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)

             PFSB BANCORP, INC. 2000 STOCK-BASED INCENTIVE PLAN (1)
                            (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
(Name, address, including zip code, and telephone  (202) 362-0840
number, 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(2)     Per Share          Price              Fee
----------------------------------------------------------------------------------------------
Common Stock         47,814         $8.52(4)         $407,375          $38(5)
 $.01 par Value      Shares (3)
==============================================================================================
(1) First Federal Bancshares, Inc. (the "Company" or "FFBI"), is offering shares
    of its common stock pursuant to this plan in connection with the merger of
    PFSB Bancorp, Inc. ("PFSB") with and into FFBI.  Pursuant to the terms of
    the merger agreement, FFBI has assumed PFSB obligations under this plan.
(2) Together  with an  indeterminate  number of  additional shares  which may be
    necessary to adjust the number of shares  reserved for issuance  pursuant to
    the PFSB Bancorp, Inc. 2002 Stock-Based Incentive Plan.
(3) Represents the total number of shares currently  available for issuance upon
    the exercise of stock  options  granted under the PFSB  Bancorp,  Inc.  2000
    Stock-Based  Incentive  Plan,  as adjusted to reflect the  exchange ratio of
    [1.203] shares of FFBI common stock for each share of PFSB common stock.
(4) Represents  the adjusted  average exercise  price of $8.52 per share for the
    outstanding options  granted under the PFSB Bancorp,  Inc. 2000  Stock-Based
    Incentive Plan, as assumed by FFBI.
(5) 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. The  registration  fee
    required for this filing will offset the excess registration  fee previously
    paid.
2

FIRST FEDERAL BANCSHARES, INC.

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

ITEMS 1 & 2. In connection with the merger of PFSB Bancorp,  Inc.  ("PFSB") with
and into First  Federal  Bancshares,  Inc. (the  "Company" or "FFBI")  effective
November 22, 2002,  FFBI assumed the obligations of PFSB under the PFSB Bancorp,
Inc.  2000  Stock-Based  Incentive  Plan (the "Plan").  In  connection  with its
assumption of the Plan,  FFBI is offering shares of its common stock pursuant to
the Plan. The documents containing the information for 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,  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.

                                       2
3

      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
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.

      The validity of the common stock  offered  hereby has been passed upon for
the Registrant by the firm of Muldoon Murphy & Faucette LLP, Washington, D.C.

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

                                       3
4

        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 3 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  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

                                       4
5

        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.

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.

                                        5
6

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):

      5.0      Opinion of  Muldoon Murphy & Faucette LLP  as  to the legality of
               the Common Stock to be issued.

      10.1     PFSB Bancorp, Inc. 2000 Stock-Based Incentive Plan (as assumed by
               First  Federal  Bancshares,  Inc.,  effective November 22, 2002).
               (Incorporated by reference to PFSB Bancorp,  Inc.'s  Registration
               Statement  on  Form  S-8  (SEC  No.  333-35020)  filed  with  the
               Securities and Exchange Commission on April 18, 2000.)

      10.2     Form  of   First   Federal   Bancshares,   Inc.   Stock    Option
               Assumption  Agreement  for PFSB Bancorp,  Inc.  2000  Stock-Based
               Incentive Plan.

      23.1     Consent  of   Muldoon  Murphy  &  Faucette  LLP (contained in the
               opinion included in Exhibit 5.0).

      23.2     Consent of Crowe, Chizek and Company LLP.

      24.0     Power of Attorney is located on the signature page.

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

                                       6
7

            (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 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 November 26,
2002.

                                      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 November 26, 2002, 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,     November 26, 2002
-------------------     Officer and Director
James J. Stebor

/s/ Cathy D. Pendell    Treasurer                       November 26, 2002
--------------------    (principal accounting and
Cathy D. Pendell        financial officer)

                                       8
9

/s/ Franklin M. Hartzell   Chairman of the Board        November 26, 2002
------------------------
Franklin M. Hartzell

-------------------        Director
B. Bradford Billings

/s/ Murrell Hollis         Director                     November 26, 2002
------------------
Murrel Hollis

                           Director
------------------
Eldon R. Mette

/s/ Gerald L. Prunty       Director                     November 26, 2002
--------------------
Gerald L. Prunty

/s/ Dr. Stephen L. Roth    Director                     November 26, 2002
-----------------------
Dr. Stephen L. Roth

                           Director
-------------------
Richard D. Stephens

                                        9
10

                                  EXHIBIT INDEX
                                  -------------

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

   5.0                Opinion of Muldoon Murphy     Filed herewith.
                      & Faucette LLP as to the
                      legality of the Common Stock
                      to be issued

  10.1                PFSB Bancorp, Inc. 2000       Incorporated by reference
                      Stock-Based Incentive Plan    to PFSB Bancorp, Inc.'s
                      (as assumed by First Federal  Registration Statement on
                      Bancshares, Inc. effective    Form S-8 (SEC No. 333-35020)
                      November 22, 2002)            filed with the Securities
                                                    and Exchange Commission on
                                                    April 18, 2000.

  10.2                Form of First Federal         Filed herewith.
                      Bancshares, Inc. Stock
                      Option Assumption Agreement
                      for PFSB Bancorp, Inc. 2000
                      Stock-Based Incentive Plan

  23.1                Consent of Muldoon Murphy &   Contained in Exhibit 5.0.
                      Faucette LLP

  23.2                Consent of Crowe, Chizek      Filed herewith.
                      and Company LLP

   24                 Power of Attorney             Located on the signature
                                                    page.

                                       10