UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended September 30, 2000
       [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
             For the transition period from __________ to __________
                         Commission file number 0-37053

                         FIRST FEDERAL BANCSHARES, INC.
        (Exact name of small business issuer as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   37-1397683
                        (IRS Employer Identification No.)

                   109 East Depot Street, Colchester, Illinois
                    (Address of Principal Executive Offices)

                                      62326
                                   (ZIP Code)

                                 (309) 776-3225
                (Issuer's telephone number, including area code)



State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date.

As of October 31, 2000 the Registrant had outstanding 2,242,500 shares of common
stock.

Transitional Small Business Disclosure format (Check one):   Yes [ ]     No [X]




<PAGE>



                         FIRST FEDERAL BANCSHARES, INC.

                          Form 10-QSB Quarterly Report


                                      Index

                                                                            Page
                                                                            ----
PART I - Financial Information

     Item 1     Financial Statements ......................................   1
     Item 2     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations ...........   6

PART II - Other Information

     Item 1     Legal Proceedings .........................................  10
     Item 2     Changes in Securities .....................................  10
     Item 3     Defaults Upon Senior Securities ...........................  10
     Item 4     Submission of Matters to a Vote of Securities
                  Holders .................................................  10
     Item 5     Other Information .........................................  10
     Item 6     Exhibits and Reports on Form 8-K ..........................  11

SIGNATURES ................................................................  12





<PAGE>

First Federal Bancshares, Inc. and Subsidiary
Consolidated Statements of Financial Condition
(in thousands of dollars, except share data)
(unaudited)

                                                    September 30,  February 29,
                                                        2000           2000
                                                        ----           ----
         ASSETS
Cash and cash equivalents .......................   $  24,428     $   5,762
Time deposits in other financial institutions ...       2,562         1,572
Securities available-for-sale ...................      31,412        29,442
Securities held-to-maturity (fair value:
 September 30 -  $56,702 February 29 - $56,037) .      58,692        58,927
Loans receivable, net ...........................     116,667       113,602
Real estate owned, net ..........................          24            48
Premises and equipment ..........................       1,597         1,637
Excess of cost over fair value of net assets
 acquired .......................................          22            47
Accrued interest receivable .....................       2,132         2,013
Other assets ....................................         112           137
                                                    ---------     ---------

TOTAL ASSETS ....................................   $ 237,648     $ 213,187
                                                    =========     =========

    LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Deposits ........................................   $ 184,727     $ 182,572
Federal Home Loan Bank advances .................       7,000         6,000
Advances from borrowers for taxes and
 insurance ......................................          78           296
Accrued interest payable ........................         701           120
Other liabilities ...............................         392           173
                                                    ---------     ---------
     Total liabilities ..........................     192,898       189,161

STOCKHOLDERS' EQUITY

Preferred stock, $.01 par value,
 1,000,000 shares authorized; none issued
 or outstanding .................................          --            --
Common stock, $.01 par value, 4,000,000 shares
 authorized; 2,242,500 shares issued ............          22            --
Additional paid-in capital ......................      21,302            --
Retained earnings ...............................      25,129        24,130
Unearned ESOP shares ............................      (1,794)           --
Accumulated other comprehensive income (loss) ...          91          (104)
                                                    ---------     ---------
     Total stockholders' equity .................      44,750        24,026
                                                    ---------     ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ......   $ 237,648     $ 213,187
                                                    =========     =========


                 See notes to consolidated financial statements.

                                       1
<PAGE>


First Federal Bancshares, Inc. and Subsidiary
Consolidated Statements of Income
(in thousands of dollars, except share data)
(unaudited)

<TABLE>
<CAPTION>
                                                                Three Months              One Month             Seven Months
                                                              Ended September 30,           Ended           Ended September 30,
                                                            ----------------------         June 30        ----------------------
                                                              2000           1999           2000            2000          1999
                                                              ----           ----           ----            ----          ----
Interest income
<S>                                                         <C>            <C>            <C>             <C>            <C>
     Loans .............................................    $ 2,292        $ 1,919        $   733         $ 5,252        $ 4,483
     Securities and other ..............................      1,599          1,444            489           3,539          3,319
                                                            -------        -------        -------         -------        -------
         Total .........................................      3,891          3,363          1,222           8,791          7,802
Interest expense
     Deposits ..........................................      2,379          2,065            763           5,424          4,836
     Federal Home Loan Bank advances ...................         91             49             21             181             49
                                                            -------        -------        -------         -------        -------
         Total .........................................      2,470          2,114            784           5,605          4,885
                                                            -------        -------        -------         -------        -------
Net interest income ....................................      1,421          1,249            438           3,186          2,917
Provision for loan losses ..............................         --             33              1              30             56
                                                            -------        -------        -------         -------        -------
Net interest income after provision for
  loan losses ..........................................      1,421          1,216            437           3,156          2,861
Noninterest income
     Service charges ...................................         36             30             13              85             63
     Other fee income ..................................         31             32             10              70             58
     Other income ......................................         26              8             18              59             47
                                                            -------        -------        -------         -------        -------
         Total noninterest income ......................         93             70             41             214            168
Noninterest expense
     Compensation and benefits .........................        407            392            169             936            805
     Occupancy and equipment ...........................        109             86             27             216            199
     Data processing ...................................        153            109             36             300            272
     Federal insurance premiums ........................         20             38              6              46             88
     Advertising .......................................         23             24              5              49             69
     Other operating expenses ..........................        171             81             27             288            202
                                                            -------        -------        -------         -------        -------
         Total noninterest expense .....................        883            730            270           1,835          1,635
                                                            -------        -------        -------         -------        -------
Income before income taxes .............................        631            556            208           1,535          1,394
Provision for income taxes .............................        221            188             62             536            487
                                                            -------        -------        -------         -------        -------
     Net income ........................................    $   410        $   368        $   146         $   999        $   907
                                                            =======        =======        =======         =======        =======
Comprehensive income (loss) ............................    $   836        $    15        $   (84)        $ 1,194        $   355
                                                            =======        =======        =======         =======        =======
</TABLE>

                See notes to consolidated financial statements.

                                       2

<PAGE>

First Federal Bancshares, Inc. and Subsidiary
Consolidated Statements of Cash Flows
(in thousands of dollars)
(unaudited)

                                                            Seven Months Ended
                                                               September 30,
                                                          ----------------------
                                                            2000         1999
                                                            ----         ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ...........................................    $    999     $    907
Adjustments to reconcile net income to net cash
 from operating activities
     Net discount accretion on securities ............         (13)         (13)
     Depreciation ....................................         108          105
     Amortization of intangibles .....................          25           24
     Provision for loan losses .......................          30           56
     FHLB stock dividends ............................         (32)          --
     Gain on sale of real estate owned ...............         (27)          (5)
     Net change in:
         Accrued interest receivable .................        (119)        (328)
         Accrued interest payable and other
          liabilities ................................         670         (483)
         Other assets ................................          25           18
                                                          --------     --------

         Net cash from operating activities ..........       1,666          281

CASH FLOWS FROM INVESTING ACTIVITIES
Net change in time deposits in other financial
 institutions ........................................        (990)          --
Purchase of securities ...............................      (2,613)     (18,780)
Proceeds from sales, calls, and maturities of
 securities ..........................................       1,000        5,310
Principal repayments on mortgage-backed securities ...         862        2,413
Dividend revinvestments ..............................        (614)        (445)
Net change in loans ..................................      (3,119)      (4,357)
Redemption of FHLB stock .............................          --           35
Proceeds from sales of real estate owned .............          75           --
Purchase of premises and equipment ...................         (68)        (103)
                                                          --------     --------

     Net cash from investing activities ..............      (5,467)     (15,927)

CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits ...............................       2,155       (1,240)
Net change in advances from borrowers for taxes
 and insurance .......................................        (218)        (206)
Net change in Federal Home Loan Bank advances ........       1,000        8,000
Net proceeds from stock issuance .....................      19,530           --
                                                          --------     --------

     Net cash from financing activities ..............      22,467        6,554
                                                          --------     --------

Net change in cash and cash equivalents ..............      18,666       (9,092)

Cash and cash equivalents at beginning of period .....       5,762       16,171
                                                          --------     --------

Cash and cash equivalents at end of period ...........    $ 24,428     $  7,079
                                                          ========     ========

Cash paid during the period for
     Interest ........................................    $  5,024     $  4,393
     Income taxes ....................................         545          465

                See notes to consolidated financial statements.

                                       3
<PAGE>


First Federal Bancshares, Inc. and Subsidiary
Consolidated Statements of Stockholders' Equity
Seven months ended September 30, 2000 and 1999
(in thousands of dollars, except share data)
(unaudited)

<TABLE>
<CAPTION>

                                                                                                             Accumulated
                                                                                                                Other        Total
                                                             Additional               Unearned                  Compre-      Stock-
                                                      Common   Paid-in     Retained     ESOP      Treasury      hensive     holders'
                                                       Stock   Capital     Earnings    Shares       Stock    Income (Loss)   Equity
                                                       -----   -------     --------    ------       -----    -------------   ------
1999
----
<S>                                                <C>        <C>        <C>        <C>         <C>           <C>         <C>
Balance at February 28, 1999 ....................   $     --   $     --   $ 22,623   $     --    $        --   $    714    $ 23,337
Comprehensive income
    Net income ..................................         --         --        907         --             --         --         907
    Change in fair value of securities
      classified as available-for-sale,
      net of reclassification and
      tax effects ...............................         --         --         --         --             --       (552)       (552)
                                                                                                                           --------
       Total comprehensive income ...............                                                                               355
                                                    --------   --------   --------   --------    -----------   --------    --------
Balance at September 30, 1999 ...................   $     --   $     --   $ 23,530   $     --    $        --   $    162    $ 23,692
                                                    ========   ========   ========   ========    ===========   ========    ========


2000
----
Balance at February 29, 2000 ....................   $     --   $     --   $ 24,130   $     --    $        --   $   (104)   $ 24,026
Comprehensive income
    Net income ..................................         --         --        999         --             --         --         999
    Change in fair value of securities
      classified as available-for-sale,
      net of reclassification and
      tax effects ...............................         --         --         --         --             --        195         195
                                                                                                                           --------
       Total comprehensive income ...............                                                                             1,194
Issuance of stock ...............................         22     21,302         --     (1,794)            --         --      19,530
                                                    --------   --------   --------   --------    -----------   --------    --------
Balance at September 30, 2000 ...................   $     22   $ 21,302   $ 25,129   $ (1,794)   $        --   $     91    $ 44,750
                                                    ========   ========   ========   ========    ===========   ========    ========
</TABLE>


                See notes to consolidated financial statements.


                                       4


<PAGE>


                         FIRST FEDERAL BANCSHARES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
           (table amounts in thousands of dollars, except share data)

Note 1 - Basis of Presentation

The accompanying  interim  consolidated  financial statements have been prepared
pursuant to the rules and regulations for reporting on Form 10-QSB. Accordingly,
certain disclosures required by generally accepted accounting principles are not
included herein. These interim statements should be read in conjunction with the
consolidated  financial  statements and notes thereto  included in the Company's
Registration  Statement on Form SB-2, as amended,  filed with the Securities and
Exchange  Commission.  The February 29, 2000 balance sheet presented  herein has
been derived from the audited  financial  statements  included in the  Company's
Registration  Statement  on Form SB-2 filed  with the  Securities  and  Exchange
Commission,  but does not include all disclosures required by generally accepted
accounting principles.

Interim  statements  are subject to possible  adjustment in connection  with the
annual  audit of the Company  for the year  ending  December  31,  2000.  In the
opinion  of  management  of the  Company,  the  accompanying  unaudited  interim
consolidated financial statements reflect all adjustments  (consisting of normal
recurring  adjustments)  necessary for a fair  presentation of the  consolidated
financial  position  and  consolidated  results of  operations  for the  periods
presented. The results of operations for the seven-month and three-month periods
ended September 30, 2000 and 1999 are not necessarily  indicative of the results
to be expected for the full year.

Note 2 - Conversion to Stock Form of Ownership

On December 8, 1999,  the Board of Directors of First  Federal Bank (the "Bank")
adopted a Plan of  Conversion  to  convert  from a  federally  chartered  mutual
savings bank to a federally  chartered  stock  savings bank with the  concurrent
formation of a holding company. The conversion was accomplished through the sale
of all of the Bank's stock to the Company and the sale of the Company's stock to
the public on September 27, 2000.

In connection with the conversion, the Company issued 2,242,500 shares of common
stock for gross  proceeds of $22.4  million.  The aggregate  purchase  price was
determined by an independent  appraisal.  The Bank issued all of its outstanding
capital stock to the Company in exchange for one-half of the net proceeds of the
offering.  The  Company  accounted  for the  purchase  in a manner  similar to a
pooling of interests  whereby assets and  liabilities of the Bank maintain their
historical cost basis in the consolidated company.


                                       5

<PAGE>



Note 3 - Employee Stock Ownership Plan

In  connection  with the  conversion,  the Bank  established  an Employee  Stock
Ownership  Plan ("ESOP") for the benefit of its  employees.  The Company  issued
179,400 shares of common stock to the ESOP in exchange for a 10 year note in the
amount of approximately $1.8 million. The $1.8 million for the ESOP purchase was
borrowed from the Company.

Shares issued to the ESOP are allocated to ESOP participants  based on principal
repayments made by the ESOP on the loan from the Company. The loan is secured by
shares  purchased  with the loan  proceeds  and will be  repaid by the ESOP with
funds from the Company's discretionary contributions to the ESOP and earnings on
ESOP assets.  Principal  payments are scheduled to occur over a ten-year period.
However,  in the event the Corporation's  contributions  exceed the minimum debt
service requirements, additional principal payments will be made.

Note 4 - Earnings per Share

Amounts  reported as earnings per common  share  reflect  earnings  available to
common  stockholders  for the year  divided by the  weighted  average  number of
common  shares  outstanding  during the year.  Earnings per share is  calculated
beginning with the date of conversion and,  therefore,  no earnings per share is
reported for this quarter.

                                       6

<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This report contains certain  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange  Act  of  1934,  as  amended.   The  Company  intends  such
forward-looking  statements  to be covered  by the safe  harbor  provisions  for
forward-looking  statements  contained in the Private  Securities  Reform Act of
1995 as amended,  and is  including  this  statement  for purposes of these safe
harbor  provisions.  Forward-looking  statements,  which  are  based on  certain
assumptions  and describe  future  plans,  strategies  and  expectations  of the
Company,  are generally  identifiable by use of the words  "believe,"  "expect,"
"intend,"  "anticipate,"  "estimate,"  "project,"  or similar  expressions.  The
Company's  ability to predict  results or the actual  effect of future  plans or
strategies is inherently uncertain.  Factors which could have a material adverse
affect  on  the  operations  and  future   prospects  of  the  Company  and  its
wholly-owned  subsidiaries include, but are not limited to, changes in: interest
rates; general economic conditions;  legislative/regulatory provisions; monetary
and fiscal  policies  of the U.S.  Government,  including  policies  of the U.S.
Treasury and the Federal  Reserve Board;  the quality or composition of the loan
or investment portfolios;  demand for loan products; deposit flows; competition;
demand for  financial  services in the  Company's  market area;  and  accounting
principles,  policies,  and guidelines.  These risks and uncertainties should be
considered in evaluating  forward-looking  statements and undue reliance  should
not be placed on such statements. Further information concerning the Company and
its business,  including  additional  factors that could  materially  affect the
Company's  financial  results,  is included in the  Company's  filings  with the
Securities and Exchange Commission.

The  following  discussion  compares the  financial  condition of First  Federal
Bancshares,  Inc. (Company) and its wholly owned subsidiary,  First Federal Bank
(Bank),  at September 30, 2000 to its  financial  condition at February 29, 2000
and the results of operations for the seven-month and three-month  periods ended
September 30, 2000 to the same periods in 1999. This  discussion  should be read
in conjunction  with the interim  financial  statements  and footnotes  included
herein.

Financial Condition

Total  assets at  September  30,  2000 were  $237.6  million  compared to $213.2
million at February 29, 2000, an increase of $24.4 million.  The growth in total
assets  primarily  reflects  proceeds of $19.5  million from the initial  public
offering. During the seven months ended September 30, 2000, loans increased $3.1
million while securities available-for-sale increased $2.0 million.

The allowance for loan losses was $523,000 at September 30, 2000 and $483,000 at
February 29, 2000. There were no impaired loans at either date.

Total  liabilities at September 30, 2000 were $192.9 million  compared to $189.2
million at February 29, 2000, an increase of $3.7  million,  primarily due to an
increase in deposits of $2.1 million and a $1.0 million increase in Federal Home
Loan Bank  advances.  The  increase  was used to help  fund the  growth in loans
receivable.

Stockholders'  equity at September 30, 2000 was $44.8 million  compared to $24.0
million at  February  29,  2000,  an  increase of $20.8  million.  The  increase
primarily  reflects  net  proceeds  of $19.5  million  from the  initial  public
offering and net income of $999,000.


                                       7

<PAGE>

Results of Operations

Net income  increased  $42,000 to $410,000 for the quarter  ended  September 30,
2000  compared  to the same  period in 1999.  Net  income  increased  $92,000 to
$999,000  for the seven months ended  September  30, 2000  compared to the seven
months ended September 30, 1999. Fluctuations in net income are discussed below.

Net interest  income was $1.4 million for the quarter  ended  September 30, 2000
compared  to $1.2  million  for the same  period in 1999.  Net  interest  income
increased to $3.2 million for the  seven-month  period ended  September 30, 2000
compared to $2.9 million for the same period in 1999.  The net  interest  margin
increased  to 2.58%  and  2.53% for the three  months  and  seven  months  ended
September 30, 2000, respectively,  from 2.47% and 2.51% for the three months and
seven months ended September 30, 1999,  respectively.  The increases in interest
margins  are  primarily  due to  higher  market  interest  rates  for  loans and
increased  average balances of loans,  which have higher yields than securities.
Although the average cost of funds also  increased,  the average yield on assets
increased at a higher rate resulting in increased margins and spreads.

The  provision  for loan  losses  was  zero  and  $30,000  for the  quarter  and
seven-month  periods  ended  September  30, 2000 and $33,000 and $56,000 for the
same periods in 1999.  Management  believes that the allowance is adequate based
on: the low level of past due loans in the  portfolio;  actual loss  experience;
and current  economic  conditions.  Most of the  Company's  loans are secured by
first mortgages on residential or commercial real estate.

Noninterest  income  increased  $23,000  to  $93,000  and  increased  $46,000 to
$214,000 for the three-month  and seven-month  periods ended September 30, 2000,
respectively,  compared to the same periods in 1999.  The increase for the seven
month period was primarily due to increased  service  charges while the increase
for the three-month period was primarily due to miscellaneous other income.

Noninterest  expense was $883,000 and $730,000 for the quarters ended  September
30, 2000 and 1999,  and $1.8 million and $1.6 million for the seven months ended
September 30, 2000 and 1999,  respectively.  The increase in noninterest expense
for both periods primarily  reflects increased salaries related to the hiring of
a full-time commercial loan officer. In addition,  data processing expenses have
increased  as a result of increased  volume of loans and deposits and  occupancy
and equipment  expense has increased due to depreciation of new ATM machines and
various  equipment  that was acquired in the prior year.  Various other expenses
also increased  during both periods.  These increases were partially offset by a
decrease in FDIC insurance premiums.

The Company's  federal income tax expense  increased $33,000 to $221,000 for the
quarter  ended  September  30, 2000  compared to the same period in 1999,  while
income tax expense  increased  $49,000 to $536,000  for the  seven-month  period
ended September 30, 2000 compared to the same period in 1999. Income tax expense
was approximately 34.9% of pretax income in each period.

Liquidity

Federal  regulations  require  the Bank to  maintain  minimum  levels  of liquid
assets. The required percentage has varied from time to time based upon economic
conditions and savings flows and is currently 4.0% of net  withdrawable  savings
deposits  and  borrowings  payable  on demand or in one year or less  during the
preceding  calendar  month.  First  Federal  has  historically   maintained  its
liquidity  ratio for regulatory  purposes at levels in excess of those required.
The Bank's regulatory liquidity at September 30, 2000 was 39.6%.

First  Federal  must  maintain  an  adequate  level of  liquidity  to ensure the
availability  of  sufficient  funds  to  fund  loan   originations  and  deposit
withdrawals,  to satisfy other  financial  commitments  and to take advantage of
investment  opportunities.  First  Federal  invests  excess  funds in  overnight
deposits and other short-term  interest-bearing  assets to provide  liquidity to
meet these needs. At September 30, 2000, cash and cash equivalents totaled $24.4
million.  This high level of liquid assets  resulted from the  completion of the
Company's  public  offering on September 27, 2000. The Company intends to invest
the proceeds of the offering over time in loans and securities. At September 30,
2000,  First Federal had commitments to fund loans of $2.2 million.  At the same
time, certificates of deposit which are scheduled to mature in one year or

                                       8
<PAGE>


less totaled $114.5 million. Management believes, based on past experience, that
a significant portion of those deposits will remain with First Federal. Based on
the  foregoing,  in addition to First  Federal's high level of core deposits and
capital,  First Federal considers its liquidity and capital resources sufficient
to meet its outstanding short-term and long-term needs.

Capital Resources

The Bank is subject to  capital-to-asset  requirements  in accordance  with bank
regulations.  The  following  table  summarizes  the Bank's  regulatory  capital
requirements versus actual capital as of September 30, 2000:

                             ACTUAL           REQUIRED           EXCESS
                        ---------------    --------------    ---------------
                        AMOUNT      %      AMOUNT     %      AMOUNT       %
                        ------     ---     ------    ---     ------      ---
Core capital ......... $33,974    14.3%   $ 1,359    4.0%   $32,615     10.3%
Risk-based capital ...  34,956    32.1      2,796    8.0     32,160     24.1


                                       9


<PAGE>



PART II -- OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS.

     Periodically,  there have been various  claims and lawsuits  involving  the
     Company,  such as claims to  enforce  liens,  condemnation  proceedings  on
     properties in which the Company holds security  interest,  claims involving
     the making and servicing of real property  loans and other issues  incident
     to the Company's business, In the opinion of management, after consultation
     with the Company's legal counsel,  no significant loss is expected from any
     of such  pending  claims or  lawsuits.  The  Company  is not a party to any
     material pending legal proceedings.

ITEM 2. CHANGES IN SECURITIES.

     Use of Proceeds.  On September 27, 2000, the Company  completed an offering
     of  securities  registered  pursuant  to the  Securities  Act of  1933,  as
     amended. In connection therewith:

     1.   The  effective  date of the  registration  statement on Form SB-2,  as
          amended (File No. 333-36368) was July 11, 2000.

     2.   The offering of securities was not underwritten.  Friedman,  Billings,
          Ramsey & Co, Inc. acted as marketing agent.

     3.   The class of securities  registered was common stock,  $0.01 par value
          per share.  The amount of such  securities  registered  was  2,578,875
          shares  at an  offering  price  of  $10.00  per  share.  The  offering
          terminated on September 21, 2000 with the sale of 2,245,000  shares at
          a price of $10.00 per share.

     4.   The total offering expenses incurred by the Company were approximately
          $1.1  million,  none or which  were paid  directly  or  indirectly  to
          directors or officers of the Company or their associates.

     5.   The net  proceeds  of the  offering  were $21.3  million of which $1.8
          million  was loaned to the Bank's  employee  stock  ownership  plan to
          purchase  stock in the  offering.  One-half of the net  proceeds  were
          invested in the Bank and the  remaining  was  invested  in  short-term
          securities.  These uses of proceeds do not represent a material change
          in the use of proceeds  described in the  Company's  prospectus  dated
          July 11, 2000.



ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

     None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.

     None

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<PAGE>




ITEM 5. OTHER INFORMATION.

     None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  Exhibits

          10.1 Employment  Agreement between First Federal Bancshares,  Inc. and
               James J. Stebor

          10.2 Employment  Agreement  between  First  Federal  Bank and James J.
               Stebor

          10.3 First Federal Bank Supplemental Executive Retirement Plan


          10.4 First Federal Bank Employee Severance Compensation Plan

          27.0 Financial Data Schedule

     (b)  Reports on Form 8-K. A Form 8-K was filed by the  Company on August 9,
          2000  reporting  under  Item 8  the Company's change in fiscal year to
          December 31 from February 28, effective December 31, 2000.


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<PAGE>



                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.





                                           FIRST FEDERAL BANCSHARES, INC.

Date:  November 14, 2000                   /s/  JAMES J. STEBOR
                                           -------------------------------------
                                           James J. Stebor
                                           President and Chief Executive Officer


Date:  November 14, 2000                   /s/  CATHY D. PENDELL
                                           -------------------------------------
                                           Cathy D. Pendell
                                           Treasurer




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