**EXHIBIT 31.2**

 

**PURSUANT TO RULES 13a-14 AND 15d-14 OF THESECURITIES EXCHANGE ACT OF 1934 AND**

**SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

**CERTIFICATION OF CHIEF FINANCIAL OFFICER**

 

I, Sherri R. Billings, certify that:

 

1.               I have reviewed this annual report onForm 10-K of First Federal Bancshares of Arkansas, Inc. (the “Registrant”);

 

2.               Based on my knowledge, this annualreport does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which  suchstatements were made, not misleading with respect to the period covered by thisannual report;

 

3.               Based on my knowledge, the financialstatements, and other financial information included in this annual report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the Registrant as of, and for, the periodspresented in this annual report;

 

4.               The Registrant’s other certifyingofficers and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

 

a)              designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theRegistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisannual report is being prepared;

 

b)             designedsuch internal control over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;

 

c)              evaluatedthe effectiveness 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

 

d)             disclosedin this report any change in the Registrant’s internal control over financialreporting that occurred during the Registrant’s fourth fiscal quarter that hasmaterially affected, or is reasonably likely to materially affect, the Registrant’sinternal control over financial reporting; and

 

5.               The Registrant’s other certifyingofficers and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the Registrant’s auditors and the auditcommittee of Registrant’s board of directors (or persons performing theequivalent functions):

 

a)              all significant deficiencies and materialweaknesses in the design or operation of internal control  over financial reporting which are reasonablylikely to adversely affect the Registrant’s ability to record, process,summarize and report financial information; and

 

b)             any fraud, whether or not material, that involves managementor other employees who have  asignificant role in the Registrant’s internal control over financial reporting.

 

 
| Date: February 28, 2005 | /s/ Sherri R. Billings      |   |
|-------------------------|-----------------------------|--------|
|                    | Sherri R. Billings          |
|                    | **Chief Financial Officer** |

 

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