SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ______________________


                                   FORM 10-K/A
                               (Amendment No. 1)


   FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

                     For the fiscal year ended June 30, 2002

                         Commission File Number: 0-22423

                              HCB BANCSHARES, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                  Oklahoma                                       62-1670792
---------------------------------------------                -------------------
(State or Other Jurisdiction of Incorporation                 (I.R.S. Employer
or Organization)                                             Identification No.)

  237 Jackson Street, Camden, Arkansas                             71701-3941
------------------------------------------                       ---------------
(Address of Principal Executive Offices)                          (Zip Code)

       Registrant's telephone number, including area code: (870) 836-6841
                                                           --------------

         Securities registered pursuant to Section (b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.01 per share
                     --------------------------------------
                                (Title of Class)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. YES  X   NO
                                              ---     ---

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

     State the aggregate market value of the voting stock held by non-affiliates
computed  by  reference  to the  price at which  the  stock  was  sold,  as of a
specified  date within the past 60 days:  $17,943,227  (1,192,241  shares at the
last sale  price on August  31,  2002  ($15.05  per  share);  for this  purpose,
directors,  executive  officers  and 5%  stockholders  have  been  deemed  to be
affiliates).

     State the number of shares  outstanding of each of the issuer's  classes of
common equity,  as of the latest  practicable  date:  1,503,436 shares of common
stock as of August 31, 2002.

                       DOCUMENTS INCORPORATED BY REFERENCE

     The following lists the documents incorporated by reference and the Part of
the Form 10-K into which the document is incorporated:

1.   Portions of Annual  Report to  Stockholders  for the Fiscal Year Ended June
     30, 2002. (Parts II and IV)

2.   Portions of Proxy  Statement for the 2002 Annual  Meeting of  Stockholders.
     (Part III)

<PAGE>


EXPLANATORY NOTE:

     This  Form   10-K/A  is  being   filed  to  correct   several   inadvertent
typographical  errors in  Exhibit  13 to the  Annual  Report on Form 10-K of HCB
Bancshares,  Inc. (the  "Company") for the fiscal year ended June 30, 2002. This
Form 10-K/A  corrects  typographical  errors in the  Consolidated  Statements of
Stockholders'  Equity on page 24 of Exhibit  13 and on the column  header of the
Rate-Volume  table  appearing  on page 12 of Exhibit  13.  This Form 10-K/A also
amends Item 12 to include  information  herewith rather than  incorporating such
information by reference to the Company's definitive proxy materials.



ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
------------------------------------------------------------------------

     (a)  SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS


          The following table sets forth certain information with respect to the
          Company's equity compensation plans.
<TABLE>
<CAPTION>
                                                                                                   NUMBER OF SECURITIES REMAINING
                                                                                                   AVAILABLE FOR FUTURE ISSUANCE
                                  NUMBER OF SECURITIES TO BE ISSUED   WEIGHTED-AVERAGE EXERCISE      UNDER EQUITY COMPENSATION
                                    UPON EXERCISE OF OUTSTANDING        PRICE OF OUTSTANDING        PLANS (EXCLUDING SECURITIES
PLAN CATEGORY                       OPTIONS, WARRANTS AND RIGHTS     OPTIONS, WARRANTS AND RIGHTS     REFLECTED IN COLUMN (A))
-------------                     --------------------------------   ----------------------------  -----------------------------
<S>                                           <C>                            <C>                            <C>
Equity compensation plans                     218,550                        $9.14                          51,607
  approved by security holders

Equity compensation plans not                    0                              0                             0
  approved by security holders

       Total                                  218,550                        $9.14                          51,607
</TABLE>

     (b)  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

          Information  required by this item is incorporated herein by reference
          to the section captioned "Voting Securities and Beneficial  Ownership"
          in the Proxy Statement.

     (c)  SECURITY OWNERSHIP CERTAIN BENEFICIAL OWNERS

          Information  required by this item is incorporated herein by reference
          to the sections captioned "Voting Securities and Beneficial Ownership"
          in the Proxy Statement.

     (d)  CHANGES IN CONTROL

          Management  of the Company  knows of no  arrangements,  including  any
          pledge by any person of  securities  of the Company,  the operation of
          which may at a  subsequent  date  result in a change in control of the
          registrant.



ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
-------------------------------------------------------------------------

     (a)  LIST OF DOCUMENTS FILED AS PART OF THIS REPORT
          ----------------------------------------------

          (1)  Financial  Statements.   The  following   consolidated  financial
               statements are incorporated by reference from Item 8 hereof:

                    Independent Auditors' Report

                    Consolidated  Statements  of Financial  Condition as of June
                    30, 2002 and 2001

                                       1
<PAGE>

                    Consolidated  Statements of Income and Comprehensive  Income
                    for the years ended June 30, 2002, 2001 and 2000

                    Consolidated  Statements  of  Stockholders'  Equity  for the
                    years ended June 30, 2002, 2001 and 2000

                    Consolidated  Statements  of Cash Flows for the years  ended
                    June 30, 2002, 2001 and 2000

                    Notes to  Consolidated  Financial  Statements  for the years
                    ended June 30, 2002, 2001 and 2000

          (2)  Financial Statement Schedules.  All schedules for which provision
               is  made  in  the  applicable   accounting   regulations  of  the
               Securities  and Exchange  Commission  are omitted  because of the
               absence of  conditions  under which they are  required or because
               the  required   information  is  included  in  the   Consolidated
               Financial Statements and related Notes thereto.

          (3)  Exhibits.  The  following is a list of exhibits  filed as part of
               this Annual Report on Form 10-K and is also the Exhibit Index.
<TABLE>
<CAPTION>
      NO.                           DESCRIPTION
      ---                           -----------
      <S>                     <C>
      3.1                     Articles of Incorporation of HCB Bancshares, Inc. *

      3.2                     Bylaws of HCB Bancshares, Inc. ****

      4                       Form of Common Stock Certificate of HCB Bancshares, Inc. *

      10.1                    Form of HCB Bancshares, Inc. 1997 Stock Option and Incentive Plan *+

      10.2                    Form of HCB Bancshares, Inc. Management Recognition Plan and Trust Agreement *+

      10.3(a)                 Employment  Agreements by and between  Heartland  Community  Bank and Vida H. Lampkin
                              and Cameron D. McKeel *+

      10.3(b)                 Employment  Agreements  by and between HCB  Bancshares,  Inc. and Vida H. Lampkin and
                              Cameron D. McKeel **+

      10.4                    Intentionally omitted.

      10.5                    Heartland Community Bank Directors' Retirement Plan, as amended*+

      10.6(a)                 Change-in-Control  Protective  Agreement between  Heartland  Community Bank and Scott
                              A. Swain *****+

      10.6(b)                 Change-in-Control  Protective  Agreement  between HCB  Bancshares,  Inc. and Scott A.
                              Swain *****+


      10.7(a)                 Employment  Agreement  by and between  Heartland  Community  Bank and  Charles  Black ******+

      10.7(b)                 Employment Agreement by and between HCB Bancshares, Inc. and Charles Black ******+


      10.8                    Standstill  Agreement  dated August 29, 2001, by and among HCB  Bancshares,  Inc. and
                              Stilwell Value Partners IV, L.P., Stilwell  Associates,  L.P., Stilwell Value LLC and
                              Joseph Stilwell***

      13                      Annual Report to Stockholders for the fiscal year ended June 30, 2002

                                       2
<PAGE>


      21                      Subsidiaries ******

      23.1                    Consent of BKD, LLP  ******

      23.2                    Consent of Deloitte & Touche LLP  ******

      99                      Certification
<FN>
________________
*      Incorporated by reference to the Company's  Registration  Statement on Form
       SB-2 (File No. 333-19093).
**     Incorporated  by reference to the Company's  Annual Report on Form 10-K for
       the year ended June 30, 2000 (File No. 0-22423)
***    Incorporated by reference to the Company's Current Report on Form 8-K filed
       on September 5, 2001 (File No. 0-22423).
****   Incorporated  by reference to the Company's  Quarterly  Report on Form 10-Q
       for the quarter ended September 30, 2001 (File No. 0-22423)
*****  Incorporated  by reference to the Company's  Quarterly  Report on Form 10-Q
       for the quarter ended December 31, 2001 (File No. 0-22423)
****** Previously filed.
+      Management contract or compensatory plan or arrangement.
</FN>
</TABLE>


     (b) REPORTS ON FORM 8-K. On April 26, 2002, the Registrant  filed a Current
         -------------------
Report on Form 8-K under item 5 to report the commencement of a stock repurchase
program.

     (c)  EXHIBITS.  The  exhibits  required by Item 601 of  Regulation  S-K are
          --------
either  filed as part of this  Annual  Report  on Form 10-K or  incorporated  by
reference herein.

     (d) FINANCIAL  STATEMENTS AND SCHEDULES EXCLUDED FROM ANNUAL REPORT.  There
         ---------------------------------------------------------------
are no other financial  statements and financial  statement schedules which were
excluded from the Annual Report to Stockholders  pursuant to Rule 14a-3(b) which
are required to be included herein.

                                       3
<PAGE>

                                   SIGNATURES


     Pursuant  to the  requirements  of  Section  13 or 15(d) 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.

                                         HCB BANCSHARES, INC.



Date: October 18, 2002               By: /s/ Cameron D. McKeel
                                         ---------------------------------------
                                         Cameron D. McKeel
                                         President and Chief Executive Officer
                                         (Duly Authorized Representative)


<PAGE>

                                  CERTIFICATION


     I,  Cameron  D.  McKeel,  President  and  Chief  Executive  Officer  of HCB
Bancshares, Inc., certify that:


1.   I have reviewed this annual report on Form 10-K of HCB Bancshares, Inc.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of material  fact or omit to state a material  fact  necessary to
     make the  statement  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report; and

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows on
     the registrant as of, and for, the periods presented in this annual report.



Date: October 18, 2002



                                         By: /s/ Cameron D. McKeel
                                             ----------------------------------
                                             Cameron D. McKeel
                                             Chief Executive Officer
                                             (Principal Executive Officer)


<PAGE>


                                  CERTIFICATION


     I, Scott A. Swain, Senior Vice President and Chief Financial Officer of HCB
Bancshares, Inc., certify that:


1.   I have reviewed this annual report on Form 10-K of HCB Bancshares, Inc.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of material  fact or omit to state a material  fact  necessary to
     make the  statement  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report; and

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows on
     the registrant as of, and for, the periods presented in this annual report.



Date:  October 18, 2002



                           By: /s/ Scott A. Swain
                               -------------------------------------------------
                               Scott A. Swain
                               Senior Vice President and Chief Financial Officer
                               (Principal Financial Officer)