UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                          FORM 10-K/A (AMENDMENT NO. 2)

    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, 2003

                         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                           (I.R.S. Employer
Incorporation 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]

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). YES    NO X
                                        ---   ---

     The aggregate  market value of the voting stock held by  non-affiliates  of
the  registrant at August 31, 2003 was  approximately  $18,991,000  based on the
closing  sale  price of the  registrant's  Common  Stock as listed on the Nasdaq
SmallCap  MarketSM as of  December  31,  2002  ($16.00  per  share).  Solely for
purposes of this calculation,  directors, executive officers and greater than 5%
stockholders are treated as affiliates.

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest  practicable date:  1,450,230 shares of common
stock as of August 31, 2003.

                       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, 2003. (Parts II and IV)

2.   Portions of Proxy  Statement for the 2003 Annual  Meeting of  Stockholders.
     (Part III)
<PAGE>

EXPLANATORY NOTE
----------------

     This  Amendment  No. 2 to the Annual  Report on Form  10-K/A for the fiscal
year ended June 30, 2003 of HCB Bancshares,  Inc. (the "Company") is being filed
to update  disclosure  filed under Item 11,  Executive  Compensation,  regarding
amended employment  agreements for certain executive officers and to file copies
of such amended employment agreements and Amended and Restated Change-in-Control
Protective Agreements with certain executive officers.







                                       1
<PAGE>

                                    PART III


ITEM 11.  EXECUTIVE COMPENSATION
--------------------------------

EXECUTIVE COMPENSATION

     Summary  Compensation  Table.  The following  table sets forth the cash and
noncash  compensation  for each of the three  fiscal  years  ended June 30, 2003
awarded to or earned by the Company's  President and Chief Executive Officer for
services rendered in all capacities to the Company and its subsidiaries.

<TABLE>
<CAPTION>
                                                                       LONG-TERM COMPENSATION
                                                                                AWARDS
                                                                      --------------------------
                                           ANNUAL COMPENSATION/2/     RESTRICTED     SECURITIES
                                 FISCAL    ---------------------       STOCK         UNDERLYING       ALL OTHER
NAME AND POSITION/1/             YEAR       SALARY       BONUS         AWARD(S)       OPTIONS       COMPENSATION/3/
-------------------              ----       ------       -----         --------      ----------     ---------------
<S>                              <C>      <C>          <C>           <C>              <C>             <C>
Charles T. Black                 2003     $ 96,042     $    --       $108,600/4/      25,000          $  3,023
   President and Chief Executive 2002       12,606          --             --             --               242
   Officer of the Company and
   the Bank

Cameron D. McKeel                2003     $ 68,628     $    --       $     --             --          $118,632
   President and Chief Executive 2002      103,935          --             --             --            48,025
   Officer of the Company and    2001      103,935          --             --             --            63,527
   the Bank

Vida H. Lampkin                  2003     $119,858          --             --             --          $ 50,870
   Chairman of the Board         2002      114,150          --             --             --            96,975
   of the Company and the Bank   2001      114,474          --             --             --           139,035

</TABLE>

----------
(1) Mr.  Black was  elected  as  President  and Chief  Executive  Officer of the
Company and the Bank on May 22, 2003. Cameron D. McKeel retired as the Company's
and the Bank's  President  and Chief  Executive  Officer on February  17,  2003.
During the interim  period Vida H. Lampkin  served as the acting  President  and
Chief Executive Officer.
(2) Executive officers of the Company receive indirect  compensation in the form
of certain perquisites and other personal benefits.  The amount of such benefits
received by each named executive  officer in fiscal year 2003 did not exceed 10%
of each executive officer's salary and bonus.
(3) For Mr. Black for fiscal 2003, includes life, health,  dental and disability
insurance  ($3,023);  for Mr.  McKeel for fiscal 2003,  includes  life,  health,
dental and disability  insurance  ($4,256),  the value of shares allocated under
the  ESOP  ($27,262),  the  annual  contribution  under  the  Bank's  Directors'
Retirement Plan ($6,191), and payments made to Mr. McKeel in connection with the
termination of his employment with the Company and the Bank ($80,923);  for Mrs.
Lampkin for fiscal 2003, includes life, health,  dental and disability insurance
($3,404), the value of shares allocated under the ESOP ($30,547), and the annual
contribution under the Bank's Directors' Retirement Plan ($16,919).
(4) Amount  shown in the table is based on the average of the high and low sales
price of the Common Stock of $18.10 as quoted on the Nasdaq  SmallCap  Market on
the date of grant,  May 22, 2003. The  restricted  Common Stock awarded vests at
the rate of 25% per year  beginning  on the date of  grant,  with the  first 25%
having vested on May 22, 2003. As of June 30, 2003,  based on the average of the
high and low sale price of the Common Stock of $17.20, as reported on the Nasdaq
SmallCap Market,  the aggregate value of the unvested 4,500 shares of restricted
Common  Stock  held by Mr.  Black was  $77,400.  In the event the  Company  pays
dividends with respect to its Common Stock, when shares of restricted stock vest
and/or  are  distributed,  the  holder  will be  entitled  to  receive  any cash
dividends  and a number of shares of Common  Stock equal to any stock  dividends
declared and paid with respect to a share of restricted Common Stock between the
date the  restricted  stock was  awarded  and the date the  restricted  stock is
distributed,  plus interest on cash dividends, provided that dividends paid with
respect to unvested  restricted stock must be repaid to the Company in the event
the restricted stock is forfeited prior to vesting.

                                       2
<PAGE>

     Option Grants in Fiscal Year 2003. The following table contains information
concerning the grant of stock options during the year ended June 30, 2003.

<TABLE>
<CAPTION>
                                                PERCENT                                     POTENTIAL REALIZABLE
                                                OF TOTAL                                      VALUE AT ASSUMED
                               NUMBER OF      OPTIONS/SARS                                  ANNUAL RATES OF STOCK
                               SECURITIES      GRANTED TO                                    PRICE APPRECIATION
                               UNDERLYING      EMPLOYEES                                       FOR OPTION TERM/2/
                              OPTIONS/SARS     IN FISCAL       EXERCISE     EXPIRATION        ------------------
NAME                            GRANTED/1/       YEAR           PRICE          DATE              5%        10%
----                            ----------       ----           -----          ----              --        ---

<S>                              <C>              <C>           <C>          <C>         <C>          <C>
Charles T. Black                 25,000           100%          $18.10       05/22/13       $284,500     $721,250

</TABLE>

----------
(1) All options were granted at an exercise price equal to the fair market value
of the Common Stock on the date of grant.  25% of the options vested on the date
of the  grant,  May 22,  2003,  and 25%  will  vest  on  each  anniversary  date
thereafter.
(2) Based on the difference  between the aggregate exercise price of the options
and the aggregate  value of the underlying  Common Stock at the expiration  date
assuming the indicated  annual rate of  appreciation  in the value of the Common
Stock from the date of grant, May 22, 2003.

     Year-End  Option/SAR  Values.  The following  table sets forth  information
concerning  the number and potential  realizable  value at the end of the fiscal
year of options held by officers listed on the Summary Compensation Table.


<TABLE>
<CAPTION>
                                                               NUMBER OF SECURITIES              VALUE OF UNEXERCISED
                            SHARES ACQUIRED                   UNDERLYING UNEXERCISED             IN-THE-MONEY OPTIONS
                             ON EXERCISE    VALUE REALIZED  OPTIONS AT FISCAL YEAR-END           AT FISCAL YEAR-END/1/
                             -----------    --------------  --------------------------         --------------------------
NAME                                                        EXERCISABLE  UNEXERCISABLE         EXERCISABLE  UNEXERCISABLE
----                                                        -----------  -------------         -----------  -------------
<S>                           <C>            <C>               <C>         <C>                  <C>           <C>
Charles T. Black                  --         $      --         6,250       18,750               $     --      $      --
Cameron D. McKeel             47,612           434,460            --           --                     --             --
Vida H. Lampkin                   --                --        50,784           --                410,081             --

</TABLE>

----------
(1) Based on the  difference  between  the fair market  value of the  underlying
Common Stock of $17.20, which was the average of the high and low sale price for
the Common Stock on June 30, 2003,  as reported on the Nasdaq  SmallCap  Market,
and the exercise price of the options.

EMPLOYMENT AGREEMENTS

     The Company  and the Bank  maintain  separate  employment  agreements  (the
"Employment  Agreements")  with Charles T. Black,  who as of May 22, 2003 became
President and Chief  Executive  Officer of the Company and the Bank, and Vida H.
Lampkin, who served as President and Chief Executive Officer of the Bank and the
Company until  December 16, 1999 and  currently  serves as Chairman of the Board
(together, the "Employees").  In such capacities,  the Employees are responsible
for overseeing all operations of the Bank and the Company,  and for implementing
the policies  adopted by the Board of  Directors.  Such Boards  believe that the
Employment  Agreements  assure fair  treatment  of the  Employees in relation to
their careers with the Company and the Bank by assuring  them of some  financial
security.

     Mr.  Black's  Employment  Agreements  provide  for a term of 36 months,  an
annual base salary of $120,000  and  provides  that upon the  expiration  of the
initial 36-month term, on each  anniversary  date of his Employment  Agreements'
effective  date,  Mr.  Black's  term  of  employment  will  be  extended  for an
additional  one-year  period beyond the then  effective  expiration  date.  Mrs.
Lampkin's  Employment  Agreements  provide  for a term of one year and an annual
base salary of $119,858, and also provides that the Employment Agreement will be
extended for an additional one-year period beyond the then effective  expiration
date.  Extensions to each of the Employment  Agreements  are  contingent  upon a
determination  by the Boards of Directors  that the  performance of the Employee
has met the required  performance  standards and that the Employee's  respective
Employment Agreement should be extended.  The Employment Agreements provide each
Employee  with a salary  review by the Boards of  Directors  not less often than
annually, as well as with inclusion in any discretionary bonus plans, retirement
and medical plans,

                                       3
<PAGE>

customary fringe benefits,  vacation and sick leave.  Each Employment  Agreement
will  terminate  upon the  Employee's  death,  may terminate upon the Employee's
disability  and is  terminable  by the Bank for "just  cause" (as defined in the
Employment  Agreements).  In the  event of  termination  for  "just  cause,"  no
severance benefits are available. In the event of (i) the Employee's involuntary
termination  of  employment  for any reason other than "just cause," or (ii) the
Employee's  voluntary  termination  within 90 days of the  occurrence of a "good
reason" (as defined in the Employment Agreements), the Employee will be entitled
to receive (a) his or her salary up to each  Employment  Agreement's  expiration
date (the  "Expiration  Date") plus an  additional  12-month  salary,  (b) a put
option  requiring  the Bank or the Company to purchase  Common Stock held by the
Employee  to the  extent  that  it is not  readily  tradable  on an  established
securities market, and (c) at the Employee's election,  either cash in an amount
equal  to the  cost of  benefits  the  Employee  would  have  been  eligible  to
participate in through the  Expiration  Date or continued  participation  in the
benefits  plans through the Expiration  Date. If the  Employment  Agreements are
terminated  due to the  Employee's  "disability"  (as defined in the  Employment
Agreements),  the  Employee  will be  entitled to a  continuation  of his or her
salary and benefits through the date of such  termination,  including any period
prior to the  establishment  of the Employee's  disability.  In the event of the
Employee's death during the term of the Employment Agreements, his or her estate
will be  entitled  to  receive  his or her  salary  through  the last day of the
calendar month in which the Employee's  death occurred.  The Employee is able to
voluntarily  terminate  his or her  Employment  Agreements by providing 90 days'
written notice to the Boards of Directors of the Bank and the Company,  in which
case the  Employee is entitled to receive only his or her  compensation,  vested
rights and benefits up to the date of termination.

     In the  event  of  (i) a  "change  in  control,"  or  (ii)  the  Employees'
termination for a reason other than just cause during the "protected  period (as
defined in the  Employment  Agreements),"  the Employees  will be paid within 10
days  following  the  later to  occur  of such  events  an  amount  equal to the
difference  between (i) 2.99 times  their  "base  amount," as defined in Section
280G(b)(3) of the Internal Revenue Code, and (ii) the sum of any other parachute
payments, as defined under Section 280G(b)(2) of the Internal Revenue Code, that
the Employee  receives on account of the change in control.  "Change in control"
generally  refers  to (i) the  acquisition,  by any  person  or  entity,  of the
ownership  or power to vote more  than 25% of the  Bank's  or  Company's  voting
stock,  (ii) the  transfer by the Bank of  substantially  all of its assets to a
corporation   which  is  not  an  "affiliate"  (as  defined  in  the  Employment
Agreements),  (iii) a sale by the Bank or the Company of  substantially  all the
assets of an affiliate which accounts for 50% or more of the controlled  group's
assets immediately prior to such sale, (iv) the replacement of a majority of the
existing  Board of  Directors by the Bank or the Company in  connection  with an
initial  public  offering,   tender  offer,  merger,  exchange  offer,  business
combination,  sale of assets or contested election,  or (v) a merger of the Bank
or the  Company  which  results  in  less  than  seventy  percent  (70%)  of the
outstanding voting securities of the resulting corporation being owned by former
stockholders of the Company or the Bank. The Employment  Agreements provide that
within 10 business days of a change in control, the Bank shall fund, or cause to
be funded, a trust in the amount of 2.99 times the Employee's base amount,  that
will be used to pay the Employee  amounts owed to the  Employee.  The  aggregate
payments that would be made to the  Employees,  assuming  their  termination  of
employment  under the foregoing  circumstances at June 30, 2003, would have been
approximately   $282,947  and   $361,359   for  Mr.  Black  and  Mrs.   Lampkin,
respectively.  These  provisions may have an  anti-takeover  effect by making it
more expensive for a potential acquiror to obtain control of the Company. In the
event  that  the  Employee  prevails  over the  Company  and the Bank in a legal
dispute as to the Employment Agreements, the Employee will be reimbursed for his
or her legal and other expenses.

                                       4
<PAGE>

     Under  Mr.  Black's  Employment   Agreements,   if  Mr.  Black  voluntarily
terminates  employment  for any  reason  within  30 days  following  a change in
control or for good reason within 12 months of the date of the change in control
or is terminated  without just cause, the Company or the Bank will pay Mr. Black
an amount  equal to his annual  base  compensation  in effect on the date of the
change in control. Such sum would be paid in one lump sum within ten days of Mr.
Black's  last  day  of  employment  with  the  Bank  or  successor  thereto.  In
consideration  for this  payment,  Mr.  Black  agreed to  certain  "non-compete"
provisions  contained in his  Agreements,  which prohibit him from (i) accepting
employment or serving in any capacity with any bank, savings bank or savings and
loan  association the deposits or accounts or shares of which are insured by the
Federal Deposit  Insurance  Corporation or credit union the deposits or accounts
or shares of which are insured by the National  Credit Union  Administration  or
any holding company for such bank, savings bank, savings and loan association or
credit union or other entity controlling,  controlled by or under common control
with such financial  institution at a principal place of employment in Ouachita,
Columbia and Union Counties for a period of 12 months  following the termination
of his employment;  (ii) soliciting or inducing any Bank or Company  employee to
become  employed  with any other  person or  entity  for one (1) year  after his
termination of employment; or (iii) using or disclosing, directly or indirectly,
for his benefit or the  benefit or another  person or entity,  any  "proprietary
information"  of the Bank and Company for a period of three (3) years  following
the  termination  of his  employment.  In the  event of a  breach  of any of the
foregoing  provisions,  the Bank and Company have the right to seek  preliminary
and permanent injunctive relief, monetary damages and other remedies.

DIRECTOR COMPENSATION

     General.  Non-employee directors receive fees of $1,000 per month. This fee
includes any committee meeting(s),  as well as service on the Board of Directors
of one or more  subsidiaries of the Company.  Employee  directors do not receive
fees for service as  directors.  For fiscal year 2003,  directors'  fees totaled
$60,000.  In  addition,  directors  are  eligible  to receive  awards  under the
Company's  Stock Option Plan and Management  Recognition  Plan. On May 22, 2003,
Mr. Charles T. Black was awarded 6,000 shares under the MRP, of which 25% vested
on the date of the  award  and 25% will  vest on each of the  three  anniversary
dates thereafter.

     Directors'  Retirement  Plan.  The  Bank's  Board of  Directors  adopted  a
directors'  retirement  plan,  effective June 13, 1996, for directors who are or
were  members  of the  Board of  Directors  at any time on or after  the  plan's
effective date,  provided that an employee who becomes a director after June 30,
1996  will not  become a  participant  unless  the Board of  Directors  adopts a
specific  resolution to that effect.  On the first day of each  calendar  month,
each  participant who is a director on said date, with the exception of Director
Lampkin, has his account credited with an amount equal to the product of $158.33
and the  Safe  Performance  Factor  for the  preceding  fiscal  year.  With  the
exception of Director Lampkin,  the aggregate  principal credits to a director's
account  may not  exceed  $38,000.  The Safe  Performance  Factor is  determined
annually by the Board taking into  consideration  the Company's  performance  as
compared to targets set for the fiscal  year.  In addition,  each  participant's
account is  credited  with a rate of return,  on any vested  amounts  previously
credited,  equal to any appreciation or depreciation determined according to the
participant's   investment  election.   Amounts  credited  to  the  accounts  of
participants  other than Director Lampkin will be fully vested at all times. The
amount  credited to Director  Lampkin and former  Director  McKeel vested at the
rate of 1.18% for each full month of service as a  director,  starting  with 15%
vested  interest on January 1, 1996, and became fully vested on January 1, 2002.
During the year ended June 30, 2003, the Company accrued $16,919,  $379, $3,209,
$2,470  and  $6,191  under the  directors'  retirement  plan for the  benefit of
Directors Vida H. Lampkin,  Carl E. Parker,  Jr., Clifford O. Steelman and Bruce
D. Murry, and former Director Cameron D. McKeel, respectively.

     Upon a non-employee  director's  termination of service on the Board due to
death,  disability,  or  mandatory  retirement  due  to  age  restrictions,  the
director's  account  will be  credited  with an amount  equal to the  difference
between  $38,000  and the  amount  previously  credited  to her or his  account,
exclusive of investment  returns.  Distribution of account balances will be made
in cash, over a ten-year period, unless the participant elects to receive a lump
sum or  annual  installments  over  a  period  of  less  than  ten  years.  If a
participant   dies  before  receiving  all  benefits  payable  under  the  plan,
distribution  will be made to her or his  beneficiary  or, in the  absence  of a
beneficiary,  to her or his estate,  in a lump sum,  unless the  participant has
elected to have the distribution made in installments over a period of up to ten
years. Benefits under the directors' plan are nontransferable. The Bank will pay
all benefits in cash from its general  assets,  and has  established  a trust in
order to hold assets with which to pay benefits. Trust assets will be subject to
the claims of the Bank's general creditors.  In the event a participant prevails
over the  Bank in a legal  dispute  as to the  terms  or  interpretation  of the
directors'  plan,  he or she will be  reimbursed  for his or her legal and other
expenses.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     The  Compensation  Committee  of the  Board of  Directors  consists  of the
non-employee  directors,  which for fiscal 2003  consisted  of  Directors  Akin,
Murry,  Parker and  Steelman.  This  committee  reviews the  performance  of the
executive  officers of the Company and its subsidiaries and recommends  employee
compensation structures and amounts to the Board.

     The  Compensation  Committee's  compensation  philosophy for all employees,
including executive officers,  is to provide competitive levels of compensation,
integrate  employees'  pay with the  achievement  of the  Company's  performance
goals, reward exceptional corporate performance, recognize individual initiative
and  achievement  and assist the Company in attracting  and retaining  qualified
employees.  The committee  expressly endorses the position

                                       5
<PAGE>

that equity  ownership by employees is  beneficial  in aligning  employees'  and
stockholders' interests in the enhancement of stockholder value.

     Salaries are determined by evaluating the responsibilities of each position
and by  reference  to  the  competitive  marketplace  for  qualified  employees,
including  with  respect to  executive  officers  comparisons  of  salaries  for
comparable positions at comparable companies within the banking industry. Annual
salary  changes are  determined by  evaluating  changes in  compensation  in the
marketplace,  the  performance  of the  Company  and  the  responsibilities  and
performance of the employee.

     For fiscal year 2003, the base salaries of the chief executive  officer and
other  executive  officers were  established  in  accordance  with the foregoing
policies.  The Compensation  Committee  reviewed  proposed salaries for all bank
employees,  individually  and in total,  then reviewed each  executive's  salary
history.

     In establishing  Mr. Black's  compensation the Committee takes into account
his experience, tenure, abilities, job performance and other considerations. Mr.
Black's  base  salary  is  established  in  accordance  with  the  terms  of the
employment  agreement  entered into between the Company and Mr. Black on May 22,
2003 (see "Executive  Compensation -- Employment  Agreements")  and is currently
$120,000.

                                        Members of the Compensation Committee

                                        F. Michael Akin
                                        Bruce D. Murry
                                        Carl E. Parker, Jr.
                                        Clifford O. Steelman

                                       6
<PAGE>

STOCK PERFORMANCE

     The  following  graph shows the  cumulative  total return on the  Company's
Common  Stock  from  June 30,  1998  through  June 30,  2003  compared  with the
cumulative  total return of an Index for Nasdaq  stocks of savings  institutions
(U.S.  Companies,  SIC  6030-39)  and an Index for the Nasdaq Stock Market (U.S.
Companies,  all SICs) over the same period, as if $100 were invested on June 30,
1998 in the Company's Common Stock and each index.  Total  cumulative  return on
the Common  Stock or the index  equals the total  increase  or decrease in value
since  June  30,  1998,  assuming   reinvestment  of  all  dividends  paid.  The
shareholder   returns  shown  on  the  performance  graph  are  not  necessarily
indicative of the future  performance  of the Common Stock or of any  particular
index.

                       CUMULATIVE TOTAL SHAREHOLDER RETURN
                  COMPARED WITH PERFORMANCE OF SELECTED INDEXES
                       JUNE 30, 1998 THROUGH JUNE 30, 2003


[Line graph appears here depicting the cumulative  total  shareholder  return of
$100  invested in the Common Stock as compared to $100 invested in all companies
whose  equity  securities  are traded on the  NASDAQ  Stock  Market and  savings
institutions  traded on the NASDAQ Stock Market. Line graph plots the cumulative
total  return from June 30,  1998 to June 30,  2003.  Plot  points are  provided
below.]


<TABLE>
<CAPTION>
------------------------------------- ----------- ----------- ----------- ----------- ----------- -----------
                                       6/30/98    6/30/99 /1/   6/30/00     6/30/01     6/30/02     6/30/03
------------------------------------- ----------- ----------- ----------- ----------- ----------- -----------
<S>                                      <C>        <C>         <C>         <C>         <C>         <C>
HCB Bancshares, Inc.                     100         64.45       43.29       92.21      110.80      129.83
------------------------------------- ----------- ----------- ----------- ----------- ----------- -----------
Nasdaq Savings Institutions              100         85.34       68.77      102.19      141.54      163.59
------------------------------------- ----------- ----------- ----------- ----------- ----------- -----------
Nasdaq Stock Market                      100        143.67      212.43      115.14       78.44       87.29
------------------------------------- ----------- ----------- ----------- ----------- ----------- -----------
</TABLE>


(1)  The  Common  Stock was not listed on the  Nasdaq  Stock  Market on June 30,
     1999.  The total  return  figure at June 30,  1999 is based on the  closing
     sales  price  for the  Common  Stock on that  date.  The  Common  Stock was
     relisted on the Nasdaq SmallCap Market on November 22, 1999.

                                       7
<PAGE>

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,
               2003 and 2002

               Consolidated  Statements of Income and  Comprehensive  Income for
               the years ended June 30, 2003, 2002 and 2001

               Consolidated  Statements  of  Stockholders'  Equity for the years
               ended June 30, 2003, 2002 and 2001

               Consolidated  Statements  of Cash Flows for the years  ended June
               30, 2003, 2002 and 2001

               Notes to  Consolidated  Financial  Statements for the years ended
               June 30, 2003, 2002 and 2001

     (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.

 NO.                           DESCRIPTION
 ---                           -----------

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  Agreement by and between Heartland Community Bank and
               Vida H. Lampkin, as amended =

10.3(b)        Employment Agreement by and between HCB Bancshares, Inc. and Vida
               H. Lampkin, as amended =

10.4           Intentionally omitted.

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

10.6(a)        Amended  and  Restated  Change-in-Control   Protective  Agreement
               between Heartland Community Bank and Scott A. Swain =

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

10.7(a)        Amended  and  Restated   Employment   Agreement  by  and  between
               Heartland Community Bank and Charles Black =

                                       8
<PAGE>

 NO.                           DESCRIPTION
 ---                           -----------


10.7(b)        Amended  and  Restated  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***

10.9           Amended  and  Restated  Change-in-Control   Protective  Agreement
               between HCB Bancshares,  Inc., Heartland Community Bank and Paula
               J. Bergstrom =

10.10          Change-in-Control  Protective  Agreement  between HCB Bancshares,
               Inc., Heartland Community Bank and Henry A. Pryor (1)=

10.11          Separation Agreement among Cameron D. McKeel, the Company and the
               Bank (1)

13             Annual Report to Stockholders  for the fiscal year ended June 30,
               2003 (1)

21             Subsidiaries (1)

23.1           Consent of BKD, LLP (1)

23.2           Consent of Deloitte & Touche LLP (1)

31.1           Rule 13a-14(a) Certification of Chief Executive Officer

31.2           Rule 13a-14(a) Certification of Chief Financial Officer

32             18 USC Section 1350 Certification

*         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).
=         Management contract or compensatory plan or arrangement.
(1)       Previously filed.

          (b)  REPORTS ON FORM 8-K.  The  Company  filed the  following  Current
Reports on Form 8-K during the fourth  quarter of the fiscal year ended June 30,
2003:

         DATE OF REPORT        ITEM(S) REPORTED       FINANCIAL STATEMENTS FILED
         --------------        ----------------       --------------------------

         April 22, 2003              7,12                        N/A
         May 22, 2003                 5,7                        N/A

          (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.

                                       9
<PAGE>

          (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.



                                       10
<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: November 24, 2003         By:/s/ Charles T. Black
                                   ---------------------------------------------
                                   Charles T. Black
                                   President and Chief Executive Officer
                                   (Duly Authorized Representative)





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