**EXHIBIT31.2**

 

**PURSUANTTO RULES 13a-14 AND 15d-14 OF THE SECURITIES 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 reviewed this quarterly report onForm 10-Q of First Federal Bancshares of Arkansas, Inc. (the “Registrant”);

 

2.               Based on my knowledge, this report doesnot contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this quarterly report;

 

3.               Based on my knowledge, the financialstatements, and other financial information included in this quarterly 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 quarterly 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-15e and 15d-15e)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 thisquarterly report is being prepared;

 

d)             evaluated the effectiveness of theRegistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

e)              disclosed in this report any change inthe Registrant’s internal control over financial reporting that occurred duringthe Registrant’s most recent fiscal quarter that has materially affected, or isreasonably likely to materially affect, the Registrant’s internal control overfinancial 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 financialreporting which are reasonably likely to adversely affect the Registrant’sability to record, process, summarize and report financial information; and

 

c)              any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theRegistrant’s internal control over financial reporting.

 

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

 

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