**EXHIBIT 31.2**

 

**PURSUANT TO RULES 13a-14 AND 15d-14 OF THESECURITIES EXCHANGE ACT OF 1934 ANDSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

**CERTIFICATIONOF CHIEF FINANCIAL OFFICER**

 

I, Sherri R. Billings, certify that:

 

1.               I have reviewedthis annual report on Form 10-K of First Federal Bancshares of Arkansas, Inc.(the “Registrant”);

 

2.               Based on myknowledge, this annual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which  such statements were made, not misleading with respect to theperiod covered by this annual report;

 

3.               Based on myknowledge, the financial statements, and other financial information includedin this annual report, fairly present in all material respects the financialcondition, results of operations and cash flows of the Registrant as of, andfor, the periods presented in this annual report;

 

4.               The Registrant’sother certifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the Registrant and have:

 

a)              designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the Registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this annual report is being prepared;

 

b)             evaluated theeffectiveness of the Registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisannual report based on such evaluation; and

 

c)              disclosed in thisreport any change in the Registrant’s internal control over financial reportingthat occurred during the Registrant’s most recent fiscal quarter that hasmaterially affected, or is reasonably likely to materially affect, theRegistrant’s internal control over financial reporting; and

 

5.               The Registrant’sother certifying officers and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the Registrant’sauditors and the audit committee of Registrant’s board of directors (or personsperforming the equivalent functions):

 

a)              all significantdeficiencies and material weaknesses in the design or operation of internalcontrol  over financial reporting whichare reasonably likely to adversely affect the Registrant’s ability to record,process, summarize and report financial information; and

 

b)             any fraud, whether ornot material, that involves management or other employees who have  a significant role in the Registrant’sinternal control over financial reporting.

 

 
| Date:  March 5, 2004 | /s/ Sherri R. Billings  |   |
|---------------------------|-------------------------|--------|
|                      | Sherri R. Billings      |
|                      | Chief Financial Officer |

 

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