May 6, 1998




Board of Directors
HCB Bancshares, Inc.
237 Jackson Street
Camden, Arkansas  71701-3941

      Re: HCB Bancshares, Inc. Management Recognition Plan and
          HCB Bancshares, Inc. 1998 Stock Option Plan
          Registration Statement on Form S-8

Dear Board Members:

      We have acted as special counsel to HCB Bancshares, Inc.,
an Oklahoma corporation (the "Company"), in connection with the
preparation of the Registration Statement on Form S-8 filed
with the Securities and Exchange Commission (the "Registration
Statement") under the Securities Act of 1933, as amended,
relating to 370,300 shares of common stock, par value $.01 per
share (the "Common Stock") of the Company which may be issued
pursuant to the HCB Bancshares, Inc. Management Recognition Plan
and the HCB Bancshares, Inc. 1998 Stock Option Plan (together,
the "Plans"), all as more fully described in the Registration
Statement.  You have requested the opinion of this firm with
respect to certain legal aspects of the proposed offering.

      We have examined such documents, records and matters of
law as we have deemed necessary for purposes of this opinion and
based thereon, we are of the opinion that the Common Stock when
issued pursuant to and in accordance with the terms of the Plans
will be legally issued, fully paid, and nonassessable.

      We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement on Form S-8 and to
references to our firm included under the caption "Legal
Opinion" in the Prospectuses which are part of the Registration
Statement.

                          Very truly yours,

                          Housley Kantarian & Bronstein, P.C.



                          By: /s/ J. Mark Poerio
                              --------------------------------
                              J. Mark Poerio, Esquire