**EXHIBIT31.2**

 

**PURSUANT TO RULES 13a-14 AND 15d-14 OF THE SECURITIES EXCHANGE ACT OF1934 ANDSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002CERTIFICATION OF CHIEF FINANCIAL OFFICER**

 

I, Sherri R. Billings, certifythat:

 

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, notmisleading with respect to the period covered 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)              designedsuch disclosure 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 quarterly 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)              allsignificant deficiencies and material weaknesses in the design or operation ofinternal control  over financial reportingwhich are reasonably likely to adversely affect the Registrant’s ability torecord, 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 the Registrant’s internal control over financialreporting.

 

 
| Date:  October 27, 2004 | /s/ Sherri  R. Billings  |   |
|-------------------------|--------------------------|--------|
|                    | Sherri R.  Billings      |
|                    | Chief  Financial Officer |

 

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