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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported) June 22, 2004

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

      Delaware                       0-30753                37-1397683
      --------                      ------------            ----------
(State or other Jurisdiction of     (Commission             (IRS Employer
 Incorporation or Organization)     File Number)            Identification No.)

               109 East Depot Street, Colchester, Illinois 62326
               --------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (309) 776-3225
                                 --------------
              (Registrant's Telephone Number, including Area Code)

                                Not Applicable
                                --------------
          (Former Name or Former Address, If Changed Since Last Report)





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ITEM 7.  FINANCIAL STATEMENTS AND OTHER EXHIBITS.
         ---------------------------------------

      Exhibit 99.1  Press Release dated June 22, 2004.

ITEM 9.   REGULATION FD DISCLOSURE.
          ------------------------

      On June 22, 2004, First Federal Bancshares, Inc. issued a press release
which announced that it has been advised in writing that the Committee to
Preserve Shareholder Value has withdrawn its slate of nominees for the 2004
annual meeting of stockholders.

      A press release is attached as Exhibit 99.1.




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                                    SIGNATURE

      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: June 22, 2004          By:   /s/ James J. Stebor
                                   ---------------------------------------------
                                   James J. Stebor
                                   President and Chief Executive Officer





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EXHIBIT 99.1      PRESS RELEASE