**EXHIBIT
      14**





***Code
      of Business Conduct and Ethics***


**June
      8, 2005**





**I.**  **Purpose**





The
      trust
      and support of CB Financial Corporation’s customers, associates, communities and
      shareholders has been critical to our success since our formation. We can
      preserve that trust and support only by maintaining the highest ethical, moral
      and legal standards in our business dealings.





Regulatory
      agencies and the public hold financial institutions, their direct and indirect
      subsidiaries and those entities’ directors, senior executive and financial
      officers, other officers and employees to higher standards of conduct than
      directors, officers and employees of other types of corporations. This Code
      of
      Business Conduct and Ethics (the “Code”) has been adopted by the Board of
      Directors of the Company as a general guide to the standards of conduct and
      ethics expected of all of our directors, officers and employees.





Each
      director, officer and employee is expected to read and become familiar with
      the
      ethical standards described in this Code and may be required, from time to
      time,
      to affirm his or her agreement to adhere to such standards by signing the
      attached Compliance Certificate.





**II.** **Administration**





The
      Company’s Board of Directors is responsible for setting the standards of
      business conduct contained in this Code and updating these standards as it
      deems
      appropriate to reflect changes in the legal and regulatory framework applicable
      to the Company, the business practices within the Company’s industry, the
      Company’s own business practices, and the prevailing ethical standards of the
      communities in which the Company operates. While the Company’s Chief Executive
      Officer will oversee the procedures designed to implement this Code to ensure
      that they are operating effectively, it is the individual responsibility of
      each
      director, officer and employee of the Company to comply with this
      Code.





**III.** **Compliance
      with Laws, Rules and Regulations**





The
      Company will comply with all laws and governmental regulations that are
      applicable to the Company’s activities. All directors, officers and employees
      acting on behalf of the Company are expected to obey the law. Specifically,
      the
      Company is committed to:





•
            maintaining
                a safe and healthy work
                environment;





•
            promoting
                a workplace that is free from discrimination or harassment based
                on race,
                color, religion, sex or other factors that are unrelated to the Company’s
                business interests;









•
            supporting
                fair competition and laws prohibiting restraints of trade and other
                unfair
                trade practices;





•
            conducting
                its activities in full compliance with all applicable environmental
                laws;





•
            keeping
                the political activities of the Company’s directors, officers and
                employees separate from the Company’s
                business;





•
            prohibiting
                any illegal payments to any government officials or political party
                representatives of any country;





•
            complying
                with all rules and regulations of the Company’s primary federal and state
                regulators and other applicable regulatory authorities that govern
                the
                Company’s (and its future subsidiaries’) business activities;
                and





•
            complying
                with all applicable state and federal securities
                laws.





***Insider
      Trading***





Directors,
      officers and employees are prohibited from illegally trading in the Company’s
      securities while in possession of material, nonpublic (“inside”) information
      about the Company. The Company’s Securities Trading Policy describes the nature
      of inside information and the related restrictions on trading.





***Bribery
      and Fraud***





Directors,
      officers and employees are prohibited from accepting or offering bribes or
      kickbacks. A number of federal and state laws, including anti-bribery laws
      and
      mail and wire fraud statutes, prohibit these types of payments in money or
      other
      value made by or to the Company, its future subsidiaries, and their directors,
      officers and employees. The Company’s Bank Bribery Act Policy describes the
      nature of bribes and kickbacks and the Company’s policy on these
      issues.





**IV.** **Conflicts
      of Interest; Corporate Opportunities**





Directors,
      officers and employees should not be involved in any activity which creates
      or
      reasonably could be expected to give rise to a conflict of interest between
      their personal interests and the Company’s interests. Conflicts of interest are
      prohibited as a matter of Company policy, except under the conditions approved
      by the Board of Directors. For example, conflict situations can arise when
      a
      director, officer or employee:





•
            is
                a consultant to, or a director, officer or employee of, or otherwise
                operate an outside business:





-
            that
                markets products or services in competition with the Company’s current or
                potential products and services;





2




-
            that
                supplies products or services to the Company;
                or





-
            that
                purchases products or services from the
                Company;





•
            has
                any financial interest, including stock ownership, in any such outside
                business that might create or reasonably could be expected to give
                rise to
                a conflict of interest;





•
            seeks
                or accepts any personal loan or services from any such outside business,
                except from financial institutions or service providers offering
                similar
                loans or services to third parties under similar terms in the ordinary
                course of their respective
                businesses;





•
            is
                a consultant to, or a director, officer or employee of, or otherwise
                operate an outside business if the demands of the outside business
                would
                interfere with the director’s, officer’s or employee’s responsibilities
                with the Company;





•
            accepts
                any personal loan or guarantee of obligations from the Company, except
                to
                the extent such arrangements are legally
                permissible;





•
            conducts
                business on behalf of the Company with immediate family members,
                which
                include spouses, children, parents, siblings and persons sharing
                the same
                home whether or not legal relatives;
                or





•
            uses
                the Company’s property, information or position for personal
                gain.





The
      appearance of a conflict of interest also may exist if an immediate family
      member of a director, officer or employee is a consultant to, or a director,
      officer or employee of, or has a significant financial interest in, a
      competitor, supplier or customer of the Company, or otherwise does business
      with
      the Company.





While
      all
      conflicts of interest cannot be avoided, directors, officers and employees
      should attempt to plan their business and personal affairs so as to avoid
      conflicts of interest (or the appearance of a conflict) to the greatest extent
      possible, and in those cases where a conflict cannot be avoided, they should
      fully disclose the circumstances of the conflict and abstain from participation
      in any decision-making by the Company in connection with any transaction giving
      rise to a conflict. Directors and officers shall notify the Chairman of the
      Company’s Corporate Governance Committee and employees who are not directors or
      officers shall notify the Company’s Chief Executive Officer of the existence of
      any actual or potential conflict of interest. Conflicts of interest may not
      always be clear-cut, so if you have a question, you should consult with the
      Company’s Chief Executive Officer.


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**V.** **Confidentiality**





Directors,
      officers and employees shall maintain the confidentiality of all information
      entrusted to them by the Company or its suppliers, customers or other business
      partners, except when disclosure is authorized by the Company or legally
      required.





Confidential
      information includes (1) information marked “Confidential,” “Private,” “For
      Internal Use Only,” or similar legends, (2) technical or scientific information
      relating to current and future products, services or research, (3) business
      or
      marketing plans or projections, (4) earnings and other internal financial data,
      (5) personnel information, (6) vendor and customer lists and (7) other
      non-public information that, if disclosed, might be of use to the Company’s
      competitors, harmful to the Company or its vendors, customers or other business
      partners, or constitute a violation of securities laws.





To
      avoid
      inadvertent disclosure of confidential information, directors, officers and
      employees shall not discuss confidential information with or in the presence
      of
      any unauthorized persons, including family members and friends.





**VI.** **Protection
      and Proper Use of the Company’s Assets**





The
      Company’s equipment and facilities, and the services of its personnel, are
      valuable assets. The unauthorized use of Company assets for personal or other
      purposes that do not further the Company’s interests and without compensation
      for personal or other use is a misuse of Company assets.





Directors,
      officers and employees are personally responsible for protecting those Company
      assets that are entrusted to them and for helping to protect the Company’s
      assets in general. Directors, officers and employees shall use the Company’s
      assets for the Company’s legitimate business purposes only.





**VII.** **Fair
      Dealing**





The
      Company is committed to promoting the values of honesty, integrity and fairness
      in the conduct of its business and sustaining a work environment that fosters
      mutual respect, openness and individual integrity. Directors, officers and
      employees are expected to deal honestly and fairly with the Company’s customers,
      vendors, competitors and other third parties. To this end, directors, officers
      and employees shall not:





•
            make
                false or misleading statements to customers, vendors or other third
                parties;





•
            make
                false or misleading statements about
                competitors;





•
            personally
                solicit or accept from any person that does business with the Company,
                or
                offer or extend to any such person,





-
            cash
                of any amount; or




4





-
            gifts,
                gratuities, meals or entertainment that could influence or reasonably
                give
                the appearance of influencing the Company’s business relationship with
                that person or goes beyond common courtesies usually associated with
                accepted business practice;





•
            solicit
                or accept any fee, commission or other compensation for referring
                customers to third-party vendors;
                or





•
            otherwise
                take unfair advantage of the Company’s customers, vendors or other third
                parties, through manipulation, concealment, abuse of privileged
                information or any other unfair-dealing
                practice.





**VIII.** **Accurate
      and Timely Periodic Reports**





The
      Company is committed to providing investors with full, fair, accurate, timely
      and understandable disclosure in the periodic reports that it is required to
      file. To this end, the Company shall:





•
            comply
                with generally accepted accounting
                principles;





•
            maintain
                a system of internal accounting controls that will provide reasonable
                assurances to management that all transactions are properly
                recorded;





•
            maintain
                books and records that accurately and fairly reflect the Company’s
                transactions;





•
            prohibit
                the establishment of any undisclosed or unrecorded funds or
                assets;





•
            maintain
                a system of internal controls that will provide reasonable assurances
                to
                management that material information about the Company is made known
                to
                management, particularly during the periods in which the Company’s
                periodic reports are being prepared;
                and





•
            present
                information in a clear and orderly manner in the Company’s periodic
                reports.





**IX.** **Reporting
      and Effect of Violations**





Directors
      and officers shall report, in person or in writing, any known or suspected
      violations of laws, governmental regulations or this Code to the Company’s
      General Counsel or Chairman of the Governance Committee. Employees who are
      not
      directors or officers shall report violations to the Company’s Chief Executive
      Officer. The Company will not allow any retaliation against a director, officer
      or employee who acts in good faith in reporting any violation.





The
      Company’s the Company’s Chief Executive Officer or Compliance Officer will
      investigate any reported violations and will oversee an appropriate response,
      including corrective action and preventative measures. Directors, officers
      and
      employees that violate any laws, governmental regulations or this Code will
      face
      appropriate, case specific disciplinary action, which may include demotion
      or
      discharge.





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**X.** **Waivers**





The
      provisions of this Code may be waived for directors or executive officers only
      by a resolution of the Company’s Board of Directors. The provisions of this Code
      may be waived for employees who are not directors or executive officers by
      the
      Company’s **** the **** Company’s
      Chief Executive Officer. Any waiver of this Code granted to a director or
      executive officer will be publicly disclosed as required by applicable
      regulations or listing standards of the securities exchange or association
      with
      which the Company’s securities are listed or quoted for trading.





**XI.** **Reporting
      Obligations Applicable to Senior Executive and Financial
      Officers**





In
      accordance with applicable securities laws, any changes to, or waivers of,
      this
      Code that apply to the Company’s principal executive officer or senior financial
      officers, will be disclosed publicly as required by applicable securities laws
      and exchange listing standards. For purposes of this disclosure obligation,
      “senior financial officers” include the Company’s principal financial officer,
      principal accounting officer or controller or persons performing similar
      functions.





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