<PAGE>
<PAGE>
           As filed with the Securities and Exchange Commission 
                        on May 6, 1998
                                   Registration No. 333-_____
_________________________________________________________________
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
          _____________________________________________
                            FORM S-8
                  REGISTRATION STATEMENT UNDER
                    THE SECURITIES ACT OF 1933
          _____________________________________________

                      HCB BANCSHARES, INC.
---------------------------------------------------------------
    (Exact name of Registrant as Specified in Its Charter)

            Oklahoma                            62-1670792
---------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)             Identification No.)

                         237 Jackson Street
                   Camden, Arkansas  71701-3941
                        (870) 836-6841
-----------------------------------------------------------------
              (Address of Principal Executive Offices)

          HCB Bancshares, Inc. Management Recognition Plan
            HCB Bancshares, Inc. 1998 Stock Option Plan
-----------------------------------------------------------------
                    (Full Title of the Plan)

                     Gary R. Bronstein, Esquire
                     J. Mark Poerio, Esquire
                     K. Scott Fife, Esquire
                Housley Kantarian & Bronstein, P.C.
                  1220 19th Street N.W., Suite 700
                     Washington, D.C.  20036
-----------------------------------------------------------------
               (Name and Address of Agent For Service)

                        (202) 822-9611
-----------------------------------------------------------------
 (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                    CALCULATION OF REGISTRATION FEE
====================================================================================
<S>                   <C>           <C>                  <C>                 <C>
Title of Each                       Proposed Maximum   Proposed Maximum   Amount of
Class of Securities  Amount to be    Offering Price     Offering Price  Registration
to be Registered      Registered       Per Share             Price           Fee
------------------------------------------------------------------------------------
Common Stock, 
$.01 par value         370,300 (1)        (2)           $5,924,800 (2)   $1,747.82
===================================================================================
<FN>
(1) Maximum number of shares issuable under the HCB Bancshares, Inc. Management
    Recognition Plan (52,900 shares) and the HCB Bancshares, Inc. 1998 Stock Option
    Plan (317,400 shares), as such amounts may be increased in accordance with said
    plans in the event of a merger, consolidation, recapitalization, reorganization,
    reclassification, stock dividend, stock split or similar event involving the
    Registrant.
(2) Under Rule 457(h) the registration fee may be calculated, inter alia, based upon
    the price at which the options may be exercised.  370,300 shares are being
    registered hereby, of which 304,300 are under option at a weighted average
    exercise price of $16.00 per share ($4,868,800 in the aggregate).  The
    remainder of such shares, which are not presently subject to option (66,000
    shares), are being registered based upon the average of the high and low selling
    prices of the common stock of the Registrant as reported on the National
    Association of Securities Dealers Automated Quotation, National Market System
    ("NMS") on May 1, 1998 of $16.00 per share ($1,056,000 in the aggregate). 
    Therefore, the total amount of the offering being registered herein is
    $5,924,800.
</FN>
/TABLE
<PAGE>
<PAGE>
                        PART I

          INFORMATION REQUIRED IN THE SECTION
                   10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*
------

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
------   INFORMATION*

    *Documents containing the information required by Part I
of this Registration Statement will be sent or given to
participants in the HCB Bancshares, Inc. Management Recognition
Plan and the HCB Bancshares, Inc. 1998 Stock Option Plan
(together, the "Plans") in accordance with Rule 428(b)(1).  In
accordance with Note to Part I of Form S-8, such documents are
not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements.


                       PART II 

  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
------

    HCB Bancshares, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of
1934, as amended (the "1934 Act") and, accordingly, files
periodic reports and other information with the Commission. 
Reports, proxy statements and other information concerning the
Company filed with the Commission may be inspected and copies
may be obtained (at prescribed rates) at the Commission's Public
Reference Section, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549.  The Commission also maintains a Web
site that contains reports, proxy and information statements and
other information regarding registrants that file electronically
with the Commission, including the Company.  The address for the
Commission's Web site is "http://www.sec.gov".

    The following documents are incorporated by reference in
this Registration Statement: 

    (a)  The Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1997, as amended if amended,

    (b)  The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997, as amended if amended,

    (c)  The Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1997, as amended if amended,

    (d)  The description of the Company's securities
contained in the Company's Registration Statement on Form 8-A,
as amended if amended (Commission File No. 0-22423).

    All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-
effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement, and to be a part
hereof from the date of filing of such documents.
                              1<PAGE>
<PAGE>
ITEM 4.  DESCRIPTION OF SECURITIES
------
    Not applicable, as the Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
------
    Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------
    Article XVII of the Company's Certificate of Incorporation
sets forth circumstances under which directors, officers,
employees and agents may be indemnified against liability which
they may incur in their capacities as follows:

                     ARTICLE XVII

                    INDEMNIFICATION

    A.  Persons.  The Corporation shall indemnify the persons
named below as provided in this Article XVII and to the full
extent permitted under applicable law:

    (1)  any person who is or was a director, officer,
employee, or agent of the Corporation; and

    (2)  any person who serves or served at the Corporation's
request as a director, officer, employee, agent, partner or
trustee of another corporation, partnership, joint venture,
trust or other enterprise.

    B.  Extent.  In case of a threatened, pending or completed
suit, action, proceeding or other matter (whether civil,
criminal, administrative or investigative) (together hereafter
referred to as a suit) against a person named in paragraph A by
reason of his holding a position named in paragraph A, the
Corporation shall indemnify him if he satisfies the standard in
paragraph C, for all amounts actually and reasonably incurred by
him in connection with the defense or settlement of the suit,
including, but not limited to (i) expenses (including attorneys'
fees), (ii) amounts paid in settlement, (iii) judgments and (iv)
fines.

    C.  Standard.  In case of a suit, a person named in
paragraph A shall be indemnified only if:

    (1)  he is successful on the merits or otherwise; or

    (2)  he acted in good faith in the transaction which is
    the subject of the suit and in a manner he reasonably
    believed to be in, or not opposed to, the best interests
    of the Corporation, including, but not limited to, the
    taking of any and all actions in connection with the
    Corporation's response to any tender offer or any offer or
    proposal of another party to engage in a Business
    Combination (as defined in Article XV) not approved by the
    board of directors.  The termination of a suit by
    judgment, order, settlement, or conviction, or upon a plea
    of nolo contendere or its equivalent, shall not, of
    itself, create a presumption that the person failed to
    satisfy the standard of this subparagraph E(2).

    D.  Determination That Standard Has Been Met.  A
determination that the standard of paragraph C has been
satisfied may be made by a court.  Or, the determination may be
made by:

    (1)  the board of directors by a majority vote of a quorum
consisting of directors of the Corporation who were not parties
to the action, suit or proceeding; or
    (2)  independent legal counsel (appointed by a majority of
the disinterested directors of the Corporation, whether or not a
quorum) in a written opinion; or
    (3)  the shareholders of the Corporation.
                              2<PAGE>
<PAGE>
    E.  Proration.  Anyone making a determination under
paragraph D may determine that a person has met the standard as
to some matters but not as to others, and may reasonably prorate
amounts to be indemnified.

    F.  Advance Payment.  The Corporation shall pay in advance
any expenses (including attorneys' fees) which may become
subject to indemnification under paragraphs A through E if:

    (1)  the board of directors authorizes the specific
payment; and

    (2)  the person receiving the payment undertakes in
    writing to repay the same if it is ultimately determined
    that he is not entitled to indemnification by the
    Corporation under paragraphs A through E.

    G.  Nonexclusive.  The indemnification and advance payment
of expenses provided by paragraphs A through F shall not be
exclusive of any other rights to which a person may be entitled
by law, bylaw, agreement or vote of shareholders or
disinterested directors, or otherwise.

    H.  Continuation.  The indemnification provided by this
Article XVII shall be deemed to be a contract between the
Corporation and the persons entitled to indemnification
thereunder, and any repeal or modification of this Article XVII
shall not affect any rights or obligations then existing with
respect to any state of facts then or theretofore existing or
any action, suit or proceeding theretofore or thereafter brought
based in whole or in part upon any such state of facts.  The
indemnification and advance payment provided by paragraphs A
through F shall continue as to a person who has ceased to hold a
position named in paragraph A and shall inure to his heirs,
executors and administrators.

    I.  Insurance.  The Corporation may purchase and maintain
insurance on behalf of any person who holds or who has held any
position named in paragraph A, against any liability incurred by
him in any such position, or arising out of his status as such,
whether or not the Corporation would have power to indemnify him
against such liability under paragraphs A through F.

    J.  Savings Clause.  If this Article XVII or any portion
hereof shall be invalidated on any ground by any court of
competent jurisdiction, then the Corporation shall nevertheless
indemnify each director, officer, employee, and agent of the
Corporation or person who serves or served at the Corporation's
request as a director, officer, employee, agent, partner or
trustee of another corporation, partnership, joint venture,
trust or other enterprise as to costs, charges, and expenses
(including attorneys' fees), judgments, fines, and amounts paid
in settlement with respect to any action, suit, or proceeding,
whether civil, criminal, administrative, or investigative,
including an action by or in the right of the Corporation to the
full extent permitted by any applicable portion of this Article
XVII that shall not have been invalidated and to the full extent
permitted by applicable law.

    Article XVIII of the Company's Certificate of
Incorporation sets forth the limits of a director's liability to
the Company or its shareholders as follows:

                     ARTICLE XVIII

          LIMITATIONS ON DIRECTORS' LIABILITY

    A director of the Corporation shall not be personally
liable to the Corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director, except: (i)
for any breach of the director's duty of loyalty to the
Corporation or its shareholders, (ii) for acts or omissions that
are not in good faith or that involve intentional misconduct or
a knowing violation of law, (iii) under Section 1053 or of the
Oklahoma General Corporation Act; or (iv) for any transaction
from which the director derived an improper personal benefit. 
If the Oklahoma General Corporation Act is amended after the
date of filing of this Certificate to permit further elimination
or limitation of 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 Oklahoma
General Corporation Act, as so amended.
                            3<PAGE>
<PAGE>
    Any repeal or modification of the foregoing paragraph by
the shareholders 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.

    The Bank has a directors and officers liability policy
providing for insurance against certain liabilities incurred by
directors and officers of the Bank while serving in their
capacities as such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------
      Not Applicable.

ITEM 8.  EXHIBITS
------
    For a list of all exhibits filed or included as part of
this Registration Statement, see "Index to Exhibits" at the end
of this Registration Statement.

ITEM 9.  UNDERTAKINGS
------
    1.   The undersigned registrant hereby undertakes:

         (a)  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. 
         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
         and of the estimated maximum offering range may be
         reflected in the form of prospectus filed with the
         Commission pursuant to Rule 424(b) if, in the
         aggregate, the changes in volume and price represent no
         more than 20 percent change in the maximum aggregate 
         offering price set forth in the "Calculation of 
         Registration Fee" table in the effective registration
         statement.

              (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;
         
provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with the Commission by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.

         (b)  That, for the purpose of determining any liability
under the Securities Act of 1934, 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.

         (c)  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.
                              4<PAGE>
<PAGE>
    2.   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
(and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 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.

    3.   The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report
to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.

    4.   Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

                              5<PAGE>
<PAGE>
                      SIGNATURES

    Pursuant to the requirements of the Securities Act of
1933, as amended, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of Camden,
State of Arkansas, on May 5, 1998.
                                  
                         HCB BANCSHARES, INC.


                         By: /s/ Vida H. Lampkin
                             ------------------------------- 
                             Vida H. Lampkin
                             President
                             (Duly Authorized Representative)

                   POWER OF ATTORNEY

    We, the undersigned directors and executive officers of
HCB Bancshares, Inc., hereby severally constitute and appoint
Vida H. Lampkin and Cameron D. McKeel, with full power of
substitution, our true and lawful attorneys and agents, to do
any and all things in our names in the capacities indicated
below which said Vida H. Lampkin and/or Cameron D. McKeel may
deem necessary or advisable to enable HCB Bancshares, Inc. to
comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and
Exchange Commission, in connection with the registration of HCB
Bancshares, Inc. common stock, including specifically, but not
limited to, power and authority to sign for us in our names in
the capacities indicated below, the registration statement and
any and all amendments (including post-effective amendments)
thereto; and we hereby ratify and confirm all that said Vida H.
Lampkin and/or Cameron D. McKeel shall do or cause to be done by
virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
 Signatures                   Title                                Date
-----------                   -----                                -----
<S>                           <C>                                  <C>
/s/ Vida H. Lampkin           Chairman of the Board, President     May 5, 1998
----------------------------- and Chief Executive Officer
Vida H. Lampkin               (Principal Executive, Financial 
                              and Accounting Officer)

/s/ Cameron D. McKeel         Director and Vice President          May 5, 1998
----------------------------- 
Cameron D. McKeel                       

/s/ Roy Wayne Moseley         Director                             May 5, 1998
----------------------------
Roy Wayne Moseley

Bruce D. Murry                Director                             May 5, 1998
---------------------------- 
Bruce D. Murry

/s/ Carl E. Parker, Jr.       Director                             May 5, 1998
----------------------------
Carl E. Parker, Jr.

/s/ Lula Sue Silliman         Director                             May 5, 1998
----------------------------
Lula Sue Silliman

/s/ Clifford Steelman         Director                             May 5, 1998
----------------------------
Clifford Steelman
/TABLE
<PAGE>
<PAGE>
                   INDEX TO EXHIBITS

Exhibit         Description                          
-------         -----------

  5            Opinion of Housley Kantarian & Bronstein, P.C. as
               to the legality of the Common Stock being
               registered 

 23.1          Consent of Housley Kantarian & Bronstein, P.C.
               (appears in their opinion filed as Exhibit 5)

 23.2          Consent of Gaunt & Company, LTD and  Miller,
               England & Company

 23.3          Consent of Miller, England & Company

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

 99.1          HCB Bancshares, Inc. Management Recognition Plan
               and associated trust

 99.2          HCB Bancshares, Inc. 1998 Stock Option Plan

 99.3          Form of Stock Option Agreement to be entered into
               with Optionees with respect to Incentive Stock
               Options granted under the HCB Bancshares, Inc.
               1998 Stock Option Plan

 99.4          Form of Stock Option Agreement to be entered into
               with Optionees with respect to Non-Incentive
               Stock Options granted under the HCB Bancshares,
               Inc. 1998 Stock Option Plan

 99.5          Notice of MRP Award

 99.6          Memorandum concerning taxation of MRP Awards, and
               associated election form
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24935}]
{"company-data": {"conformed-name": "HCB BANCSHARES INC", "cik": "0001029740", "assigned-sic": "6035", "irs-number": "621670792", "state-of-incorporation": "OK", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51927", "film-number": "98611432"}, "business-address": {"street1": "HEARTLAND COMMUNITY BANK", "street2": "237 JACKSON ST", "city": "CAMDEN", "state": "AK", "zip": "71701", "phone": "5018366841"}, "mail-address": {"street1": "HEARTLAND COMMUNITY BANK", "street2": "237 JACKSON STREET", "city": "CAMDEN", "state": "AK", "zip": "71701"}}
As filed with the Securities and Exchange Commission 
                        on May 6, 1998
                                   Registration No. 333-_____
_________________________________________________________________
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
          _____________________________________________
                            FORM S-8
                  REGISTRATION STATEMENT UNDER
                    THE SECURITIES ACT OF 1933
          _____________________________________________

                      HCB BANCSHARES, INC.
---------------------------------------------------------------
    (Exact name of Registrant as Specified in Its Charter)

            Oklahoma                            62-1670792
---------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)             Identification No.)

                         237 Jackson Street
                   Camden, Arkansas  71701-3941
                        (870) 836-6841
-----------------------------------------------------------------
              (Address of Principal Executive Offices)

          HCB Bancshares, Inc. Management Recognition Plan
            HCB Bancshares, Inc. 1998 Stock Option Plan
-----------------------------------------------------------------
                    (Full Title of the Plan)

                     Gary R. Bronstein, Esquire
                     J. Mark Poerio, Esquire
                     K. Scott Fife, Esquire
                Housley Kantarian & Bronstein, P.C.
                  1220 19th Street N.W., Suite 700
                     Washington, D.C.  20036
-----------------------------------------------------------------
               (Name and Address of Agent For Service)

                        (202) 822-9611
-----------------------------------------------------------------
 (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
====================================================================================
Title of Each                       Proposed Maximum   Proposed Maximum   Amount of
Class of Securities  Amount to be    Offering Price     Offering Price  Registration
to be Registered      Registered       Per Share             Price           Fee
------------------------------------------------------------------------------------
Common Stock, 
$.01 par value         370,300 (1)        (2)           $5,924,800 (2)   $1,747.82
===================================================================================
(1) Maximum number of shares issuable under the HCB Bancshares, Inc. Management
    Recognition Plan (52,900 shares) and the HCB Bancshares, Inc. 1998 Stock Option
    Plan (317,400 shares), as such amounts may be increased in accordance with said
    plans in the event of a merger, consolidation, recapitalization, reorganization,
    reclassification, stock dividend, stock split or similar event involving the
    Registrant.
(2) Under Rule 457(h) the registration fee may be calculated, inter alia, based upon
    the price at which the options may be exercised.  370,300 shares are being
    registered hereby, of which 304,300 are under option at a weighted average
    exercise price of $16.00 per share ($4,868,800 in the aggregate).  The
    remainder of such shares, which are not presently subject to option (66,000
    shares), are being registered based upon the average of the high and low selling
    prices of the common stock of the Registrant as reported on the National
    Association of Securities Dealers Automated Quotation, National Market System
    ("NMS") on May 1, 1998 of $16.00 per share ($1,056,000 in the aggregate). 
    Therefore, the total amount of the offering being registered herein is
    $5,924,800.
/TABLE
PART I

          INFORMATION REQUIRED IN THE SECTION
                   10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*
------

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
------   INFORMATION*

    *Documents containing the information required by Part I
of this Registration Statement will be sent or given to
participants in the HCB Bancshares, Inc. Management Recognition
Plan and the HCB Bancshares, Inc. 1998 Stock Option Plan
(together, the "Plans") in accordance with Rule 428(b)(1).  In
accordance with Note to Part I of Form S-8, such documents are
not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements.

                       PART II 

  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
------

    HCB Bancshares, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of
1934, as amended (the "1934 Act") and, accordingly, files
periodic reports and other information with the Commission. 
Reports, proxy statements and other information concerning the
Company filed with the Commission may be inspected and copies
may be obtained (at prescribed rates) at the Commission's Public
Reference Section, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549.  The Commission also maintains a Web
site that contains reports, proxy and information statements and
other information regarding registrants that file electronically
with the Commission, including the Company.  The address for the
Commission's Web site is "http://www.sec.gov".

    The following documents are incorporated by reference in
this Registration Statement: 

    (a)  The Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1997, as amended if amended,

    (b)  The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997, as amended if amended,

    (c)  The Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1997, as amended if amended,

    (d)  The description of the Company's securities
contained in the Company's Registration Statement on Form 8-A,
as amended if amended (Commission File No. 0-22423).

    All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-
effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement, and to be a part
hereof from the date of filing of such documents.
                              1
ITEM 4.  DESCRIPTION OF SECURITIES
------
    Not applicable, as the Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
------
    Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------
    Article XVII of the Company's Certificate of Incorporation
sets forth circumstances under which directors, officers,
employees and agents may be indemnified against liability which
they may incur in their capacities as follows:

                     ARTICLE XVII

                    INDEMNIFICATION

    A.  Persons.  The Corporation shall indemnify the persons
named below as provided in this Article XVII and to the full
extent permitted under applicable law:

    (1)  any person who is or was a director, officer,
employee, or agent of the Corporation; and

    (2)  any person who serves or served at the Corporation's
request as a director, officer, employee, agent, partner or
trustee of another corporation, partnership, joint venture,
trust or other enterprise.

    B.  Extent.  In case of a threatened, pending or completed
suit, action, proceeding or other matter (whether civil,
criminal, administrative or investigative) (together hereafter
referred to as a suit) against a person named in paragraph A by
reason of his holding a position named in paragraph A, the
Corporation shall indemnify him if he satisfies the standard in
paragraph C, for all amounts actually and reasonably incurred by
him in connection with the defense or settlement of the suit,
including, but not limited to (i) expenses (including attorneys'
fees), (ii) amounts paid in settlement, (iii) judgments and (iv)
fines.

    C.  Standard.  In case of a suit, a person named in
paragraph A shall be indemnified only if:

    (1)  he is successful on the merits or otherwise; or

    (2)  he acted in good faith in the transaction which is
    the subject of the suit and in a manner he reasonably
    believed to be in, or not opposed to, the best interests
    of the Corporation, including, but not limited to, the
    taking of any and all actions in connection with the
    Corporation's response to any tender offer or any offer or
    proposal of another party to engage in a Business
    Combination (as defined in Article XV) not approved by the
    board of directors.  The termination of a suit by
    judgment, order, settlement, or conviction, or upon a plea
    of nolo contendere or its equivalent, shall not, of
    itself, create a presumption that the person failed to
    satisfy the standard of this subparagraph E(2).

    D.  Determination That Standard Has Been Met.  A
determination that the standard of paragraph C has been
satisfied may be made by a court.  Or, the determination may be
made by:

    (1)  the board of directors by a majority vote of a quorum
consisting of directors of the Corporation who were not parties
to the action, suit or proceeding; or
    (2)  independent legal counsel (appointed by a majority of
the disinterested directors of the Corporation, whether or not a
quorum) in a written opinion; or
    (3)  the shareholders of the Corporation.
                              2
E.  Proration.  Anyone making a determination under
paragraph D may determine that a person has met the standard as
to some matters but not as to others, and may reasonably prorate
amounts to be indemnified.

    F.  Advance Payment.  The Corporation shall pay in advance
any expenses (including attorneys' fees) which may become
subject to indemnification under paragraphs A through E if:

    (1)  the board of directors authorizes the specific
payment; and

    (2)  the person receiving the payment undertakes in
    writing to repay the same if it is ultimately determined
    that he is not entitled to indemnification by the
    Corporation under paragraphs A through E.

    G.  Nonexclusive.  The indemnification and advance payment
of expenses provided by paragraphs A through F shall not be
exclusive of any other rights to which a person may be entitled
by law, bylaw, agreement or vote of shareholders or
disinterested directors, or otherwise.

    H.  Continuation.  The indemnification provided by this
Article XVII shall be deemed to be a contract between the
Corporation and the persons entitled to indemnification
thereunder, and any repeal or modification of this Article XVII
shall not affect any rights or obligations then existing with
respect to any state of facts then or theretofore existing or
any action, suit or proceeding theretofore or thereafter brought
based in whole or in part upon any such state of facts.  The
indemnification and advance payment provided by paragraphs A
through F shall continue as to a person who has ceased to hold a
position named in paragraph A and shall inure to his heirs,
executors and administrators.

    I.  Insurance.  The Corporation may purchase and maintain
insurance on behalf of any person who holds or who has held any
position named in paragraph A, against any liability incurred by
him in any such position, or arising out of his status as such,
whether or not the Corporation would have power to indemnify him
against such liability under paragraphs A through F.

    J.  Savings Clause.  If this Article XVII or any portion
hereof shall be invalidated on any ground by any court of
competent jurisdiction, then the Corporation shall nevertheless
indemnify each director, officer, employee, and agent of the
Corporation or person who serves or served at the Corporation's
request as a director, officer, employee, agent, partner or
trustee of another corporation, partnership, joint venture,
trust or other enterprise as to costs, charges, and expenses
(including attorneys' fees), judgments, fines, and amounts paid
in settlement with respect to any action, suit, or proceeding,
whether civil, criminal, administrative, or investigative,
including an action by or in the right of the Corporation to the
full extent permitted by any applicable portion of this Article
XVII that shall not have been invalidated and to the full extent
permitted by applicable law.

    Article XVIII of the Company's Certificate of
Incorporation sets forth the limits of a director's liability to
the Company or its shareholders as follows:

                     ARTICLE XVIII

          LIMITATIONS ON DIRECTORS' LIABILITY

    A director of the Corporation shall not be personally
liable to the Corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director, except: (i)
for any breach of the director's duty of loyalty to the
Corporation or its shareholders, (ii) for acts or omissions that
are not in good faith or that involve intentional misconduct or
a knowing violation of law, (iii) under Section 1053 or of the
Oklahoma General Corporation Act; or (iv) for any transaction
from which the director derived an improper personal benefit. 
If the Oklahoma General Corporation Act is amended after the
date of filing of this Certificate to permit further elimination
or limitation of 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 Oklahoma
General Corporation Act, as so amended.
                            3
Any repeal or modification of the foregoing paragraph by
the shareholders 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.

    The Bank has a directors and officers liability policy
providing for insurance against certain liabilities incurred by
directors and officers of the Bank while serving in their
capacities as such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------
      Not Applicable.

ITEM 8.  EXHIBITS
------
    For a list of all exhibits filed or included as part of
this Registration Statement, see "Index to Exhibits" at the end
of this Registration Statement.

ITEM 9.  UNDERTAKINGS
------
    1.   The undersigned registrant hereby undertakes:

         (a)  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. 
         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
         and of the estimated maximum offering range may be
         reflected in the form of prospectus filed with the
         Commission pursuant to Rule 424(b) if, in the
         aggregate, the changes in volume and price represent no
         more than 20 percent change in the maximum aggregate 
         offering price set forth in the "Calculation of 
         Registration Fee" table in the effective registration
         statement.

              (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;
         
provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with the Commission by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.

         (b)  That, for the purpose of determining any liability
under the Securities Act of 1934, 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.

         (c)  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.
                              4
2.   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
(and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 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.

    3.   The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report
to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.

    4.   Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

                              5
SIGNATURES

    Pursuant to the requirements of the Securities Act of
1933, as amended, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of Camden,
State of Arkansas, on May 5, 1998.
                                  
                         HCB BANCSHARES, INC.

                         By: /s/ Vida H. Lampkin
                             ------------------------------- 
                             Vida H. Lampkin
                             President
                             (Duly Authorized Representative)

                   POWER OF ATTORNEY

    We, the undersigned directors and executive officers of
HCB Bancshares, Inc., hereby severally constitute and appoint
Vida H. Lampkin and Cameron D. McKeel, with full power of
substitution, our true and lawful attorneys and agents, to do
any and all things in our names in the capacities indicated
below which said Vida H. Lampkin and/or Cameron D. McKeel may
deem necessary or advisable to enable HCB Bancshares, Inc. to
comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and
Exchange Commission, in connection with the registration of HCB
Bancshares, Inc. common stock, including specifically, but not
limited to, power and authority to sign for us in our names in
the capacities indicated below, the registration statement and
any and all amendments (including post-effective amendments)
thereto; and we hereby ratify and confirm all that said Vida H.
Lampkin and/or Cameron D. McKeel shall do or cause to be done by
virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signatures                   Title                                Date
-----------                   -----                                -----
/s/ Vida H. Lampkin           Chairman of the Board, President     May 5, 1998
----------------------------- and Chief Executive Officer
Vida H. Lampkin               (Principal Executive, Financial 
                              and Accounting Officer)

/s/ Cameron D. McKeel         Director and Vice President          May 5, 1998
----------------------------- 
Cameron D. McKeel                       

/s/ Roy Wayne Moseley         Director                             May 5, 1998
----------------------------
Roy Wayne Moseley

Bruce D. Murry                Director                             May 5, 1998
---------------------------- 
Bruce D. Murry

/s/ Carl E. Parker, Jr.       Director                             May 5, 1998
----------------------------
Carl E. Parker, Jr.

/s/ Lula Sue Silliman         Director                             May 5, 1998
----------------------------
Lula Sue Silliman

/s/ Clifford Steelman         Director                             May 5, 1998
----------------------------
Clifford Steelman
/TABLE
INDEX TO EXHIBITS

Exhibit         Description                          
-------         -----------

  5            Opinion of Housley Kantarian & Bronstein, P.C. as
               to the legality of the Common Stock being
               registered 

 23.1          Consent of Housley Kantarian & Bronstein, P.C.
               (appears in their opinion filed as Exhibit 5)

 23.2          Consent of Gaunt & Company, LTD and  Miller,
               England & Company

 23.3          Consent of Miller, England & Company

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

 99.1          HCB Bancshares, Inc. Management Recognition Plan
               and associated trust

 99.2          HCB Bancshares, Inc. 1998 Stock Option Plan

 99.3          Form of Stock Option Agreement to be entered into
               with Optionees with respect to Incentive Stock
               Options granted under the HCB Bancshares, Inc.
               1998 Stock Option Plan

 99.4          Form of Stock Option Agreement to be entered into
               with Optionees with respect to Non-Incentive
               Stock Options granted under the HCB Bancshares,
               Inc. 1998 Stock Option Plan

 99.5          Notice of MRP Award

 99.6          Memorandum concerning taxation of MRP Awards, and
               associated election form