FIRST FEDERAL BANCSHARES INC /DE
8-A12G, 2000-06-06
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549




                                   FORM 8-A

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(B) OR (G) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



                        FIRST FEDERAL BANCSHARES, INC.
                        ------------------------------
            (Exact name of registrant as specified in its charter)



DELAWARE                                       37-1397683
--------                                       ----------
(state of incorporation or organization)       (IRS Employer Identification No.)


109 East Depot Street, Colchester, Illinois    62326
-------------------------------------------    -----
(Address of principal executive offices)       (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act: None

      If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box.
[   ]
      If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box.
[ X ]
      Securities Act registration statement file number to which this form
relates: 333-36368.
         ---------

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

                   COMMON STOCK,  PAR VALUE  $.01 PER SHARE
                   ----------------------------------------
                               (Title of class)





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ITEM 1.     DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

      Incorporated by reference to the portion of the Prospectus under the
heading "Description of First Federal Bancshares Stock," filed on May 5, 2000 as
part of the Registrant's Registration Statement on Form SB-2, No. 333-36368.

ITEM 2.     EXHIBITS.

      1.    Copies of all constituent instruments defining the rights of all the
            holders of each class of such securities, including any contracts or
            other documents which limit or qualify the rights of such holders.

            (a)   Certificate of Incorporation

                  Incorporated by reference to Exhibit 3.1 to Registrant's
                  Registration Statement on Form SB-2, No. 333-36368, filed on
                  May 5, 2000.

            (b)   Bylaws

                  Incorporated by reference to Exhibit 3.2 to Registrant's
                  Registration Statement on Form SB-2, No. 333-36368, filed on
                  May 5, 2000.

            (c)   Plan of Conversion

                  Incorporated by reference to Exhibit 2.0 to Registrant's
                  Registration Statement on Form SB-2, No. 333-36368, filed on
                  May 5, 2000.

      2.    A copy of the security to be registered hereunder is incorporated by
            reference to Exhibit 4.0 to Registrant's Registration Statement on
            Form SB-2, No. 333-36368, filed on May 5, 2000.



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      Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.


                         FIRST FEDERAL BANCSHARES, INC.
                         ------------------------------
                                    (Registrant)


                         Date:  June 6, 2000


                         By: /s/ James J. Stebor
                             -------------------
                             James J. Stebor
                             President, Chief Executive Officer
                             and Director






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