**EXHIBIT 31.2**

 

**PURSUANT TORULES 13a-14 AND 15d-14 OF THE SECURITIES EXCHANGE ACT OF 1934 AND SECTION 302OF THE SARBANES-OXLEY ACT OF 2002**

**CERTIFICATIONOF CHIEF FINANCIAL OFFICER**

 

I, Sherri R. Billings, certifythat:

 

1.               I have reviewed this quarterly report on Form 10-Q ofFirst Federal Bancshares of Arkansas, Inc. (the “Registrant”);

 

2.               Based on my knowledge, this report does not contain anyuntrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by thisquarterly report;

 

3.               Based on my knowledge, the financial statements, and otherfinancial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theRegistrant as of, and for, the periods presented in this report;

 

4.               The Registrant’s other certifying officers and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the Registrant and have:

 

a)              designed such disclosure controls and procedures, or causedsuch disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the Registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this quarterly report is beingprepared;

 

b)             designed such internal control over financial reporting, orcaused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;

 

c)              evaluated the effectiveness of the Registrant’s disclosurecontrols and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

 

d)             disclosed in this report any change in the Registrant’sinternal control over financial reporting that occurred during the Registrant’sfiscal quarter that has materially affected, or is reasonably likely tomaterially affect, the Registrant’s internal control over financial reporting;and

 

5.               The Registrant’s other certifying officers and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the Registrant’s auditors and the audit committee ofRegistrant’s board of directors (or persons performing the equivalentfunctions):

 

a)              all significant deficiencies and material weaknesses in thedesign or operation of internal control over financial reporting which are reasonably likely to adversely affectthe Registrant’s ability to record, process, summarize and report financialinformation; and

 

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

 
| Date:  | October 28, 2008 | By:    |   /s/ Sherri R.  Billings  |
|--------|-----------------------|--------|--------------------------------------|
|   |                  |   |   Sherri R. Billings       |
|   |                  |   |   Chief Financial  Officer |

 

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