<PAGE> 1

As filed with the Securities and Exchange Commission on October 24, 2001
                                          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
                                 (309) 776-3225
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                         FIRST FEDERAL BANCSHARES, INC.
                         2001 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)
                    ----------------------------------------

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

        If any of the securities being registered on this Form are to be
       offered on a delayed or continuous basis pursuant to Rule 415 under
           the Securities Act of 1933, check the following box. / X /
                                                                ----
<TABLE>
<CAPTION>
=====================================================================================================
   Title of each Class of      Amount to be    Proposed Purchase   Estimated Aggregate  Registration
Securities to be Registered    Registered(1)   Price Per Share       Offering Price         Fee
-----------------------------------------------------------------------------------------------------
       <S>                      <C>               <C>                  <C>                <C>
        Common Stock             224,250
       $.01 par Value           Shares (2)        $15.20 (3)           $3,409,727         $852
-----------------------------------------------------------------------------------------------------
        Common Stock              89,700
       $.01 par Value           Shares (4)        $16.60 (5)           $1,489,020         $372
=====================================================================================================
</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 Bancshares, Inc. 2001 Stock-Based Incentive Plan (the
    "Incentive 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) Represents the total number of shares currently reserved or available for
    issuance as options pursuant to the Incentive Plan.
(3) Represents the weighted average price determined by the exercise price of
    $15.10 per share at which options for 208,549 shares have been granted under
    the Incentive Plan to date and by $16.60, the fair market value of the
    Common Stock on October 17, 2001, as determined by the closing price on the
    Nasdaq National Market reported by the Wall Street Journal, for 15,701
    shares for which options have not yet been granted under the Incentive Plan.
(4) Represents the total number of shares currently reserved or available for
    issuance as restricted stock awards under the Incentive Plan.
(5) The market value of the Common Stock on October 17, 2001, at which the
    89,700 shares have been awarded under the Incentive Plan.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.

<PAGE> 2



FIRST FEDERAL BANCSHARES, INC.

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

ITEM 1. PLAN INFORMATION The document containing the information for the First
Federal Bancshares, Inc. 2001 Stock-Based Incentive Plan (the " Incentive Plan")
required by Part I of the Registration Statement will be sent or given to the
participants in the Incentive Plan as specified by Rule 428(b)(1). The document
is 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.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION The
documents incorporated by reference in Item 3 of Part II of this Registration
Statement are available to all participants without charge, upon written or oral
request.

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 Form 10-K, Transition Report, filed by First Federal Bancshares,
Inc. (the "Company" or "Registrant") for the fiscal year ended December 31,
2000, (File No. 000-30753), which includes the consolidated statements of
financial condition of the Registrant and subsidiaries as of December 31, 2000
and February 29, 2000, and the related consolidated statements of income,
changes in stockholders' equity, and cash flows for the ten (10) months ended
February 29, 2000 and the year ended December 31, 2000, filed with the SEC on
March 30, 2001.

      (b) The Form 10-Q reports filed by the Registrant for the fiscal quarters
ended March 31 and June 30, 2001 (File No. 000-30753), filed with the SEC on May
11, 2001 and August 13, 2001, respectively.

      (c) The description of the Registrant's common stock contained in the
Registrant'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, and declared effective July
11, 2000 as incorporated by reference from the Company's Form SB-2 (File No.
333-36368) declared effective on July 11, 2000.

      (d) All documents filed by the Registrant 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
SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED, TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.



                                        2

<PAGE> 3



TEM 4.  DESCRIPTION OF SECURITIES

The Common Stock to be offered pursuant to the Incentive Plan has been
registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 (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 AND PLAN ADMINISTRATOR.

Article TENTH and ELEVENTH of the Registrant's Certificate of Incorporation
provides as follows:

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 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


                                        3

<PAGE> 4



      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.

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.


                                        4

<PAGE> 5



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 with or incorporated by reference into this
Registration Statement on Form S-8 (numbering corresponds generally to Exhibit
Table in Item 601 of Regulation S-K):


      4.0      First Federal Bancshares, Inc. 2001 Stock-Based Incentive Plan.1

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

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

      23.1     Consent of Crowe, Chizek and Company LLP.

      24.      Power of Attorney is located on the signature page.

------------------------
1 Incorporated herein by reference to Appendix A of the Company's Proxy
Statement on Form DEF 14A (SEC No.000-30753), filed with the SEC on April 17,
2001.


                                        5

<PAGE> 6



Item 9.  Undertakings

The undersigned Registrant hereby undertakes:

      (1)      To file, during any period in which it offers or sells
               securities, a post-effective amendment to this Registration
               Statement to:

               (i)  Include any Prospectus required by Section 10(a)(3) of the
                    Securities Act;

               (ii) Reflect in the Prospectus any facts or events which,
                    individually or together, represent a fundamental change in
                    the information in the Registration Statement.
                    Notwithstanding the foregoing, any increase or decrease in
                    volume of securities offered (if the total dollar value of
                    securities offered would not exceed that which was
                    registered) and any deviation from the low or high end of
                    the estimated maximum offering range may be reflected in the
                    form of prospectus filed with the SEC pursuant to Rule
                    424(b) if, in the aggregate, the changes in volume and price
                    represent no more than a 20 percent change in the maximum
                    aggregate offering price set forth in the "Calculation of
                    Registration Fee" table in the effective registration
                    statement; and

               (iii)Include any additional or changed material information on
                    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)      For determining liability under the Securities Act, to treat each
               post-effective amendment as a new Registration Statement of the
               securities offered, and the offering of the securities at that
               time to be the initial bona fide offering thereof.

      (3)      To file a post-effective amendment to remove from registration
               any of the securities that remain unsold at the end of the
               Offering.

      (4)      That, for purposes of determining any liability under the
               Securities Act, each filing of the Registrant's or the Plan's
               annual report pursuant to Section 13(a) or 15(d) of the Exchange
               Act 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 trustees, 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 SEC 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 trustee, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such trustee, 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.


                                        6

<PAGE> 7



                                   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
Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Colchester, Illinois, on October 24, 2001.

                                      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.

      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints James J. Stebor, as his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign any
or all amendments to the 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, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and things requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

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

/s/ James J. Stebor               President, Chief Executive    October 24, 2001
-----------------------------     Officer and Director
James J. Stebor                   (principal executive officer)


/s/ Cathy D. Pendell              Treasurer                     October 24, 2001
-----------------------------     (principal accounting and
Cathy D. Pendell                  financial officer)


/s/ Franklin M. Hartzell          Director                      October 24, 2001
-----------------------------
Franklin M. Hartzell


/s/ Dr. Stephan L. Roth           Director                      October 24, 2001
-----------------------------
Dr. Stephan L. Roth






<PAGE> 8



/s/ Richard D. Stephens            Director                     October 24, 2001
-----------------------------
Richard D. Stephens


/s/ Murrel Hollis                  Director                     October 24, 2001
-------------------------------
Murrel Hollis


/s/ Gerald L. Prunty               Director                     October 24, 2001
--------------------------------
Gerald L. Prunty


/s/ Eldon M. Snowden               Director                     October 24, 2001
-------------------------------
Eldon M. Snowden




<PAGE> 9
<TABLE>
<CAPTION>


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





EXHIBIT NO.  DESCRIPTION                                 METHOD OF FILING
-----------  ------------------------------------------  ------------------------------------------------

   <S>       <C>                                         <C>
   4.0       First Federal Bancshares, Inc. 2001 Stock-  Incorporated herein by reference to Appendix A.
             Based Incentive Plan                        of the Company's Proxy Statement on Form DEF 14A
                                                         (SEC No. 000-30753), filed with the SEC on
                                                         April 17, 2001.

    5.0      Opinion of Muldoon Murphy & Faucette LLP    Filed herewith.

   23.0      Consent of Muldoon Murphy & Faucette LLP    Contained in Exhibit 5.

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

    24       Power of Attorney                           Located on the signature page.


</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "firstfederals-8.txt", "secsgml_size_bytes": 26531}]
{"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": "333-72140", "film-number": "1764869"}, "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 October 24, 2001
                                          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
                                 (309) 776-3225
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                         FIRST FEDERAL BANCSHARES, INC.
                         2001 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)
                    ----------------------------------------

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

        If any of the securities being registered on this Form are to be
       offered on a delayed or continuous basis pursuant to Rule 415 under
           the Securities Act of 1933, check the following box. / X /
                                                                ----
=====================================================================================================
   Title of each Class of      Amount to be    Proposed Purchase   Estimated Aggregate  Registration
Securities to be Registered    Registered(1)   Price Per Share       Offering Price         Fee
-----------------------------------------------------------------------------------------------------
Common Stock             224,250
       $.01 par Value           Shares (2)        $15.20 (3)           $3,409,727         $852
-----------------------------------------------------------------------------------------------------
        Common Stock              89,700
       $.01 par Value           Shares (4)        $16.60 (5)           $1,489,020         $372
=====================================================================================================
(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 Bancshares, Inc. 2001 Stock-Based Incentive Plan (the
    "Incentive 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) Represents the total number of shares currently reserved or available for
    issuance as options pursuant to the Incentive Plan.
(3) Represents the weighted average price determined by the exercise price of
    $15.10 per share at which options for 208,549 shares have been granted under
    the Incentive Plan to date and by $16.60, the fair market value of the
    Common Stock on October 17, 2001, as determined by the closing price on the
    Nasdaq National Market reported by the Wall Street Journal, for 15,701
    shares for which options have not yet been granted under the Incentive Plan.
(4) Represents the total number of shares currently reserved or available for
    issuance as restricted stock awards under the Incentive Plan.
(5) The market value of the Common Stock on October 17, 2001, at which the
    89,700 shares have been awarded under the Incentive Plan.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.
2

FIRST FEDERAL BANCSHARES, INC.

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

ITEM 1. PLAN INFORMATION The document containing the information for the First
Federal Bancshares, Inc. 2001 Stock-Based Incentive Plan (the " Incentive Plan")
required by Part I of the Registration Statement will be sent or given to the
participants in the Incentive Plan as specified by Rule 428(b)(1). The document
is 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.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION The
documents incorporated by reference in Item 3 of Part II of this Registration
Statement are available to all participants without charge, upon written or oral
request.

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 Form 10-K, Transition Report, filed by First Federal Bancshares,
Inc. (the "Company" or "Registrant") for the fiscal year ended December 31,
2000, (File No. 000-30753), which includes the consolidated statements of
financial condition of the Registrant and subsidiaries as of December 31, 2000
and February 29, 2000, and the related consolidated statements of income,
changes in stockholders' equity, and cash flows for the ten (10) months ended
February 29, 2000 and the year ended December 31, 2000, filed with the SEC on
March 30, 2001.

      (b) The Form 10-Q reports filed by the Registrant for the fiscal quarters
ended March 31 and June 30, 2001 (File No. 000-30753), filed with the SEC on May
11, 2001 and August 13, 2001, respectively.

      (c) The description of the Registrant's common stock contained in the
Registrant'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, and declared effective July
11, 2000 as incorporated by reference from the Company's Form SB-2 (File No.
333-36368) declared effective on July 11, 2000.

      (d) All documents filed by the Registrant 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
SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED, TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

                                        2
3

TEM 4.  DESCRIPTION OF SECURITIES

The Common Stock to be offered pursuant to the Incentive Plan has been
registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 (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 AND PLAN ADMINISTRATOR.

Article TENTH and ELEVENTH of the Registrant's Certificate of Incorporation
provides as follows:

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 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

                                        3
4

      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.

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.

                                        4
5

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 with or incorporated by reference into this
Registration Statement on Form S-8 (numbering corresponds generally to Exhibit
Table in Item 601 of Regulation S-K):

      4.0      First Federal Bancshares, Inc. 2001 Stock-Based Incentive Plan.1

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

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

      23.1     Consent of Crowe, Chizek and Company LLP.

      24.      Power of Attorney is located on the signature page.

------------------------
1 Incorporated herein by reference to Appendix A of the Company's Proxy
Statement on Form DEF 14A (SEC No.000-30753), filed with the SEC on April 17,
2001.

                                        5
6

Item 9.  Undertakings

The undersigned Registrant hereby undertakes:

      (1)      To file, during any period in which it offers or sells
               securities, a post-effective amendment to this Registration
               Statement to:

               (i)  Include any Prospectus required by Section 10(a)(3) of the
                    Securities Act;

               (ii) Reflect in the Prospectus any facts or events which,
                    individually or together, represent a fundamental change in
                    the information in the Registration Statement.
                    Notwithstanding the foregoing, any increase or decrease in
                    volume of securities offered (if the total dollar value of
                    securities offered would not exceed that which was
                    registered) and any deviation from the low or high end of
                    the estimated maximum offering range may be reflected in the
                    form of prospectus filed with the SEC pursuant to Rule
                    424(b) if, in the aggregate, the changes in volume and price
                    represent no more than a 20 percent change in the maximum
                    aggregate offering price set forth in the "Calculation of
                    Registration Fee" table in the effective registration
                    statement; and

               (iii)Include any additional or changed material information on
                    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)      For determining liability under the Securities Act, to treat each
               post-effective amendment as a new Registration Statement of the
               securities offered, and the offering of the securities at that
               time to be the initial bona fide offering thereof.

      (3)      To file a post-effective amendment to remove from registration
               any of the securities that remain unsold at the end of the
               Offering.

      (4)      That, for purposes of determining any liability under the
               Securities Act, each filing of the Registrant's or the Plan's
               annual report pursuant to Section 13(a) or 15(d) of the Exchange
               Act 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 trustees, 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 SEC 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 trustee, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such trustee, 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.

                                        6
7

                                   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
Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Colchester, Illinois, on October 24, 2001.

                                      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.

      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints James J. Stebor, as his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign any
or all amendments to the 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, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and things requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

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

/s/ James J. Stebor               President, Chief Executive    October 24, 2001
-----------------------------     Officer and Director
James J. Stebor                   (principal executive officer)

/s/ Cathy D. Pendell              Treasurer                     October 24, 2001
-----------------------------     (principal accounting and
Cathy D. Pendell                  financial officer)

/s/ Franklin M. Hartzell          Director                      October 24, 2001
-----------------------------
Franklin M. Hartzell

/s/ Dr. Stephan L. Roth           Director                      October 24, 2001
-----------------------------
Dr. Stephan L. Roth
8

/s/ Richard D. Stephens            Director                     October 24, 2001
-----------------------------
Richard D. Stephens

/s/ Murrel Hollis                  Director                     October 24, 2001
-------------------------------
Murrel Hollis

/s/ Gerald L. Prunty               Director                     October 24, 2001
--------------------------------
Gerald L. Prunty

/s/ Eldon M. Snowden               Director                     October 24, 2001
-------------------------------
Eldon M. Snowden
9
EXHIBIT INDEX
                                  -------------

EXHIBIT NO.  DESCRIPTION                                 METHOD OF FILING
-----------  ------------------------------------------  ------------------------------------------------
4.0       First Federal Bancshares, Inc. 2001 Stock-  Incorporated herein by reference to Appendix A.
             Based Incentive Plan                        of the Company's Proxy Statement on Form DEF 14A
                                                         (SEC No. 000-30753), filed with the SEC on
                                                         April 17, 2001.

    5.0      Opinion of Muldoon Murphy & Faucette LLP    Filed herewith.

   23.0      Consent of Muldoon Murphy & Faucette LLP    Contained in Exhibit 5.

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

    24       Power of Attorney                           Located on the signature page.