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                                                                    EXHIBIT 14.0

                        ABINGTON COMMUNITY BANCORP, INC.

                           CODE OF CONDUCT AND ETHICS

                                  INTRODUCTION

In order to assure the proper and ethical performance of our business and to
maintain the confidence of the public, our customers and our shareholders in
Abington Community Bancorp, Inc. and our subsidiaries, all of our Directors,
officers and employees are expected to act in accordance with the highest
standards of personal and professional integrity in all aspects of their
activities, to comply with applicable laws, rules and regulations and to avoid
misconduct and conflicts of interest and the appearance of conflicts of
interest. To promote these standards and values, our Board of Directors has
established and adopted this Code of Conduct and Ethics to provide guidance
concerning the standards of ethical conduct by and responsibilities of our
Directors and persons employed by us or our subsidiaries.

This Code outlines the broad principles of legal and ethical business conduct
embraced by Abington Community Bancorp, Inc. and our subsidiaries, including
Abington Bank. However, a written code cannot answer all questions raised in the
context of business relationships. Therefore, this Code must be applied using
common sense and good judgment. Issues with respect to conflicts, legality or
ethics may not always be clear cut and officers and employees should consult
with higher levels of management or the Compliance Officer. Directors should
discuss the matter with the Compliance Officer or outside counsel.

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                       CODE OF CONDUCT AND ETHICS -- INDEX

I.    ETHICAL PRINCIPLES AND CORPORATE VALUES .............................   1

II.   CONFLICTS OF INTEREST................................................   2
      A.   Compensation and Gifts..........................................   2
      B.   Business Gratuities.............................................   4
      C.   Transactions with Insiders......................................   4

III.  CONFIDENTIAL INFORMATION.............................................   4
      A.   Confidential Information Regarding Customers and Others.........   4
      B.   Permissible Dissemination of Confidential Information...........   5
      C.   Confidential Information Regarding Current or Former
             Directors and Employees.......................................   5
      D.   Company Resources; Proprietary Information......................   5

IV.   PERSONAL INVESTMENTS AND FINANCES....................................   5
      A.   Insider Trading.................................................   5
      B.   Personal Investments............................................   6
      C.   Purchase of Company Owned Property..............................   6
      D.   Loans...........................................................   6

V.    BUSINESS CONDUCT.....................................................   7
      A.   Business and Accounting Practices...............................   7
      B.   Political Contributions; Expenditures for Political Purposes....   7
      C.   Information Security  - Use of Company Owned Computers,
             Networks, Hardware and Software...............................   8
      D.   Outside Business Interests......................................   8
      E.   Management Interlocks...........................................   8

VI.   SPECIAL ETHICS OBLIGATIONS FOR EMPLOYEES WITH
        FINANCIAL REPORTING RESPONSIBILITIES...............................   9

VII.  REPORTING VIOLATIONS.................................................   10

VIII. CONCLUSION...........................................................   10

EXHIBIT A - Whistleblower Procedures.......................................  A-1

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               ARTICLE I. ETHICAL PRINCIPLES AND CORPORATE VALUES

The nature of our business requires careful observance of applicable laws and
regulations. High standards of conduct and personal integrity are essential for
us to maintain the confidence of our shareholders, customers, employees, and the
general public. In order to ensure that we and all of our Directors, officers
and employees embrace and promote sound ethical business practices, we require
that you agree to:

o       Act with honesty and integrity, avoiding actual or apparent conflicts of
        interest in personal and professional relationships;

o       Comply with rules and regulations of federal, state and local
        governments, and other appropriate regulatory agencies;

o       Act in good faith, responsibly, and with due care, competence and
        diligence, without misrepresenting material facts or allowing one's
        independent judgment to be impaired;

o       Provide information that is accurate, complete, objective, relevant,
        timely and understandable to ensure full, fair, accurate, timely, and
        understandable disclosure in reports and documents; and

o       Promptly report to our President or Chief Financial Officer or a member
        of the Audit Committee of our Board of Directors any conduct that you
        believe to be a violation of law or business ethics or of any provision
        of this Code, including any transaction or relationship that reasonably
        could be expected to give rise to a conflict of interest.


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                        ARTICLE II. CONFLICTS OF INTEREST

A conflict of interest exists whenever you (or a member of your immediate
family) has a personal interest in any entity or matter that may influence a
decision or cloud your judgment in the discharge of your responsibilities to us.
It is your duty to avoid situations from which you (or an immediate family
member) might benefit personally, directly or indirectly, or that give the
perception that you (or an immediate family member) is benefiting personally,
from business decisions, use of our facilities or from relationships with our
customers, vendors or contacts.

If a business opportunity relating to our lines of business becomes available to
or is made known to you, it must first be made available to Abington Community
Bancorp, Inc. or Abington Bank or our other subsidiaries before being acted upon
by you, by your immediate family or by any other Director, officer or employee.

Employees are prohibited from participating in the process of making loans to
companies in which the employee has a substantial interest as an owner,
director, officer, or partner, or to companies in which a member of his or her
immediate family has such an interest, or to a member of his or her immediate
family. Such interests must be disclosed and such loans must be directed to
another loan officer. When that is not possible, the application may be taken
and processed, but must be reviewed and approved by another loan officer. Also
see Section IV (D), below.

Employees should avoid any relationship that would cause a conflict of interest
with their duties and responsibilities at Abington Community Bancorp, Inc. or
Abington Bank. Employees are expected to disclose any situations that may
involve inappropriate or improper conflicts of interest affecting them
personally or affecting other employees or those with whom we do business.
Waivers of conflicts of interest involving executive officers require the
approval of the Board of Directors or an appropriate committee.

To avoid conflicts of interest, Directors are expected to disclose to their
fellow Directors any personal interest they may have in a transaction upon which
the Board passes and to recuse themselves from participation in any decision in
which there is a conflict or potential conflict between their personal interests
and the interests of Abington Community Bancorp, Inc. or Abington Bank or our
other subsidiaries.

A.      COMPENSATION AND GIFTS.

The Bank Bribery Act prohibits any director or employee and any agent of
Abington Bank or attorney representing us from offering or receiving anything of
value where the item of value is offered with the intent of influencing the
Director, officer or employee, agent or attorney or a business transaction. This
law is broad and carries civil and criminal penalties, including fines and/or
imprisonment. Gifts or awards given in recognition of your service or
accomplishment in civic, charitable, educational, or religious organizations are
not prohibited by this Code.

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1.      GENERAL PROHIBITIONS: Except as provided below, you are prohibited from
        soliciting or receiving anything of value in any amount in connection
        with our business, including but not limited to money, goods, or
        services. This prohibition applies whether such was obtained as a
        gratuity/gift or as a "quid pro quo" exchange (something received or
        given as a reward for preferential action or service rendered by you).
        Additionally, this prohibition includes receiving compensation of any
        kind from any source for rendering services of a type that are performed
        or offered by us. A Director or employee may not do indirectly what he
        or she is prohibited from doing directly; for example, arrange to have a
        prohibited gift made to a member of his or her immediate family.
        Similarly, you may not give gifts, meals, or entertainment (including a
        quid pro quo exchange) which are intended to influence, or that might
        give the appearance of influencing, another Director, officer or
        employee or a business contact in a business decision. Any action by you
        perceived to compromise another's judgment is prohibited.

        EXAMPLE: An employee may not solicit or receive any sort of personal
        compensation in return for Abington Bank's making a loan to a customer.

        EXAMPLE: A Director who is in a position, whether directly or
        indirectly, to sell goods or services to us may not give gifts to the
        department responsible for making such purchasing decisions.

2.      PERMISSIBLE GIFTS: Any Director, officer or employee may accept anything
        of value from customers only if it:

        a.      Is valued at $200 or less, AND
        b.      Is not intended to influence any decision by the Director,
                officer or employee;
        c.      Is unsolicited;
        d.      Is infrequent; and
        e.      Is not a quid pro quo.

        Notwithstanding the foregoing, under no circumstances shall you accept
        money as a gift from any customer.

        EXAMPLES OF PERMISSIBLE GIFTS: Gifts which are likely to meet these
        guidelines are: advertising or promotional materials such as pens,
        pencils, key rings, calendars and similar items valued under $200.

        Additionally, you may accept gifts from individuals who have both a
        personal relationship with you and a business relationship with us, for
        such commonly recognized events or occasions such as a promotion,
        wedding, birthday, retirement, or religious observance, if valued at
        less than $200.

Generally, there is no threat of a violation of the Bank Bribery Act if
acceptance of a gift or benefit is based on an immediate family or personal
relationship, which exists independent of any business with us or if the gift or
benefit is made available to the general public under the same conditions on
which it is made available to you.

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If you are offered or receive something of value in excess of the above-stated
amounts which you believe may be impermissible under this Code, you must
disclose the matter to the Compliance Officer and seek a determination that the
item of value may be accepted or must be returned. The reviewer will give due
consideration to the criteria for permissible gifts and whether receipt poses a
threat to our integrity.

B.      BUSINESS GRATUITIES.

Payments for travel, lodging, meals and entertainment are normally permissible
if they (i) are reasonable in amount; (ii) are expended in the course of a
legitimate business meeting or an event intended to foster better business
relations; (iii) would be paid by us as a business expense if not paid for by
the outside source; and (iv) are unsolicited.

If you are offered payments of the type which you believe may be impermissible,
you must disclose the matter to the Compliance Officer and seek a determination
that the offer may be accepted or must be rejected. The reviewer will give due
consideration to the criteria for permissible payments and whether receipt poses
a threat to our integrity.

EXAMPLE: It is not a prohibited business gratuity to accept a vendor's offer to
pay lodging and meals for an employee's attendance at a conference sponsored in
whole or in part by the vendor so long as the employee's attendance has a
business purpose.

C.      TRANSACTIONS WITH INSIDERS.

From time to time we may purchase or lease real or personal property or goods or
services from you, a member of your immediate family, or from business entities
in which you or in which a member of your immediate family is an officer,
director and/or controlling shareholder.

It is our policy that any transaction involving insiders must be conducted at
arm's length and that any consideration paid or received by us in connection
with such a transaction shall be on terms no less favorable than terms available
to an unaffiliated third party under the same or similar circumstances. In
accordance with Regulation O, the Director's or officer's interest in any such
transactions requiring Board action shall be disclosed to the Board prior to any
action being taken, and any such transactions not requiring Board approval shall
be reported to the Board quarterly.

                      ARTICLE III. CONFIDENTIAL INFORMATION

A.      CONFIDENTIAL INFORMATION REGARDING CUSTOMERS AND OTHERS.

You must take all reasonable measures to protect the confidentiality of
non-public information about us or our subsidiaries and our customers,
shareholders and suppliers obtained or created in connection with your
activities and to prevent the unauthorized disclosure of such information unless
required by applicable law or regulation or legal or regulatory process.

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B.      PERMISSIBLE DISSEMINATION OF CONFIDENTIAL INFORMATION.

Dissemination of confidential customer information among our subsidiaries is
permissible. Notwithstanding the foregoing, all queries of a legal nature that
involve confidential information relating to our customers must be directed to
outside counsel.

C.      CONFIDENTIAL INFORMATION REGARDING CURRENT OR FORMER DIRECTORS AND
        EMPLOYEES.

All requests for information regarding current or former Directors or employees
must be referred to our Human Resources Department. Our internal procedures and
applicable laws limit the amount of information our Human Resources Department
may provide.

D.      COMPANY RESOURCES; PROPRIETARY INFORMATION.

You are prohibited from selling, disclosing, or otherwise using our physical
resources or proprietary information for personal benefit or for the benefit of
any other party. The definition of our "physical resources or proprietary
information" includes all of our intellectual property, including but not
limited to any written materials, any computer or network-based information,
data, any other types of information or data developed for us by an employee or
a vendor, supplier or other contractor.

EXAMPLE: Employees are prohibited from using our marketing research for a
personal venture or disclosing proprietary information to a competitor.

                  ARTICLE IV. PERSONAL INVESTMENTS AND FINANCES

A.      INSIDER TRADING.

In the course of your duties, you may become privy to "insider information"
within the meanings of state or federal laws. This means material, non-public
information that might have an effect on our stock price if the information were
publicly known. You should also be aware that the same prohibition against
insider trading applies to trading in the stock of our customers, suppliers or
any other company if you have inside information about them. Employees are
strictly prohibited from providing inside information to other persons as this
information might influence their trading activities or financial transactions.

Examples of such "inside information" may include: expansion plans, major
management changes, future dividend rates, declaration of stock spilt or
offerings of additional securities, current or future earnings projections, new
contract or projects, mergers, acquisitions or divestitures or other such
material matters. It should be noted that either positive or negative
information may be material.

You are also prohibited from trading in put options or in short selling or in
any other trade which would gain from a decrease in our stock price.

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It is your responsibility to understand laws and policies that may apply to you.
Further information on blackout periods, pre-clearance and other matters related
to insider trading are contained in the Statement of Policy and Procedures
Governing Trading in Shares of Abington Community Bancorp, Inc.

B.      PERSONAL INVESTMENTS.

Directors must disclose to the Chairman of the Board and employees must disclose
to their direct supervisor when they know of any ownership or beneficial
interest which they or members of their immediate families have with our
customers or suppliers if they have responsibility for the account relationship.
You and your immediate families are prohibited from investing in securities of
customers or suppliers if you or they hold or share any responsibility for the
account relationship, unless the securities are publicly traded and the purchase
or sale is based upon information available to the general public, or unless
approval is granted by a majority vote of the Board of Directors. In those
instances where a personal investment in a given customer has been approved, you
must avoid participation in any decisions concerning that customer.

EXAMPLE: An employee who is the account officer for or deals with the loan
account of ABC Company (a customer) may not invest personally in ABC Company
without receiving prior approval of the Board of Directors. (See also Section IV
(D) "Loans" below).

C.      PURCHASE OF COMPANY OWNED PROPERTY.

Purchase of company owned or subsidiary owned property (real or personal) by you
or members of your immediate families requires the approval of the Board of
Directors and must be at fair market value.

D.      LOANS.

Loans by us are available to Directors and designated Regulation O Officers on
the same terms and conditions, including interest rates and collateral, as those
prevailing for comparable loans with other customers; provided, however, that
discounted consumer and residential loans which are offered as a benefit to all
other employees may be extended to Directors and Regulation O Officers on the
same terms ("Regulation O Loans"). Such loans must not involve more than the
normal risk of repayment or present other unfavorable features.

With certain exceptions, including Regulation O Loans, the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), makes it unlawful for us, directly
or indirectly, including through any subsidiary, to extend or maintain credit,
arrange for the extension of credit or renew the extension of credit in the form
of a personal loan to or for any of our Directors or executive officers.
Regulation O Loans are exempt from this prohibition set forth in the Exchange
Act.

You are prohibited from lending personal funds to persons known to you as our
customers, except if the customer is an immediate family member. You may not
borrow from a customer unless the customer is a recognized lending institution.

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                           ARTICLE V. BUSINESS CONDUCT

A.      BUSINESS AND ACCOUNTING PRACTICES.

1.      None of our funds or assets shall be used for unlawful purposes.

2.      No unrecorded fund or asset shall be established or maintained for any
        purpose.

3.      No false or misleading entries shall be made in our books and records
        for any purpose. All items of income or expense shall be appropriately
        recorded.

4.      No payment by us shall be made with the intent or understanding that all
        or any part of such payment be used for any purpose other than that
        described in the company's books and records.

5.      No payment on our behalf shall be approved without adequate supporting
        documentation or with the intention or understanding that all or any
        part of such payment is to be used for any purpose other than that
        described by the documents supporting the payment.

6.      Compliance is required with generally accepted accounting principles and
        procedures and with established internal accounting controls and
        procedures.

7.      We may require submission by Directors and employees of reports or
        statements in compliance with this section, at such time or from time to
        time and in such form as we may specify.

B.      POLITICAL CONTRIBUTIONS; EXPENDITURES FOR POLITICAL PURPOSES.

1.      None of our funds or assets are to be used to make any unlawful
        political contribution. For purposes of this section, the term
        "political contribution" includes not only the direct or indirect
        delivery of our cash or property to a political party, candidate,
        committee or organization but also includes: (a) the reimbursement by us
        to any Director, officer or employee or any other person, for a
        political contribution made or to be made by such Director, officer or
        employee or other person; or (b) the provision of services or the use of
        property or the making of a loan, to a political party, candidate,
        committee or organization by us, except in the ordinary course of our
        business and on customary commercial terms. Purchases of tickets to
        political dinners or other similar events or of advertisements in
        political publications are considered to be political contributions and
        are not reimbursable.

2.      Neither we nor you acting on our behalf shall establish any program to
        solicit, collect or distribute political contributions from a Director,
        officer or employee.

3.      You shall not be under any obligation of any kind to us or to any other
        Director, officer or employee, to utilize any of your compensation to
        make political contributions and no

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        Director, officer or employee or any other person acting on our behalf,
        shall seek to create or enforce any such obligation.

Nothing contained in this section is intended to discourage you from active
personal involvement in the political process, including the making of personal
political contributions, or to otherwise limit the rights and obligations of
Directors, officers or employees as responsible citizens. Notwithstanding the
foregoing, this Code (i) requires that before you seek or accept a nomination or
appointment to any public office, whether paid or unpaid, that you must obtain
our non-objection and (ii) prohibits political campaigning, wearing and/or
displaying political campaign slogans, distributing political literature, and/or
soliciting campaign funds at or in the work place.

C.      INFORMATION SECURITY - USE OF COMPANY OWNED COMPUTERS, NETWORKS,
        HARDWARE AND SOFTWARE.

The unauthorized use or duplication of computer software owned by us is strictly
prohibited. The use of computer software owned personally by employees on
computer equipment owned by us is strictly prohibited.

D.      OUTSIDE BUSINESS INTERESTS.

Prior approval must be obtained in situations where you or your immediate family
members may profit from a relationship with a company or other entity with which
you deal with in the course of your company duties.

E.      MANAGEMENT INTERLOCKS.

You should be aware of the various statutes and regulations either prohibiting
or restricting dual service by you in the following areas:

1.      Service as a director, officer or employee of any other commercial bank,
        banking association, trust company, savings bank, savings and loan
        association, or credit union;

2.      Service in an organization primarily engaged in the issue, underwriting,
        public sale or distribution of stocks, bonds or other securities;

3.      Service as an officer or director of a public utility or a registered
        public utility holding company or subsidiary; or

4.      Service as a director, officer, partner, employee, appointee or
        representative of any obligor of securities for which our subsidiary
        with which he or she is affiliated is the indenture (corporate) trustee.

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              ARTICLE VI. SPECIAL ETHICS OBLIGATIONS FOR EMPLOYEES
                    WITH FINANCIAL REPORTING RESPONSIBILITIES

As a public company, it is critical that Abington Community Bancorp, Inc.'s
filings with the Securities and Exchange Commission ("SEC") be accurate and
timely. Depending on your position with us, you may be called upon to provide
information to assure that our public reports are complete, fair and
understandable. We expect you to take this responsibility seriously and to
provide prompt and accurate answers to inquiries related to our public
disclosure requirements.

All Directors, officers and employees bear a special responsibility for
promoting our integrity. The CEO, the CFO and other employees who participate in
the preparation or review of our SEC filings ("Participating Employees") have a
special role both to adhere to these principles and also to ensure that our
corporate culture ensures the fair and timely reporting of our financial results
and condition.

Because of this special role, our CEO, CFO and all other Participating Employees
are bound by the following standards, and by signing the Certificate of
Compliance attached to this Code, each agrees that he or she will:

        o       Act with honesty and integrity, avoiding actual or apparent
                conflicts of interest in personal and professional
                relationships;

        o       Provide information that is accurate, complete, objective,
                relevant, timely and understandable to ensure full, fair,
                accurate, timely, and understandable disclosure in reports and
                documents that we file with, or submit to, government agencies
                and in other public communications made by us;

        o       Comply with rules and regulations of federal, state and local
                governments, and other appropriate regulatory agencies;

        o       Act in good faith, responsibly, and with due care, competence
                and diligence, without misrepresenting material facts or
                allowing one's independent judgement to be impaired; and

        o       Promptly report to the Audit Committee of our Board of Directors
                any conduct that the individual believes to be a violation of
                law or business ethics or of any provision of the Code of
                Conduct, including any transaction or relationship that
                reasonably could be expected to give rise to a conflict of
                interest.

Violations of these standards, including failures to report potential violations
by others, are a serious matter that may result in disciplinary action,
including termination of employment. If you believe that a violation of these
standards has occurred, you should contact the Audit Committee of the Board of
Directors.


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                        ARTICLE VII. REPORTING VIOLATIONS

The procedures for handling concerns and complaints regarding questionable
accounting or auditing matters as adopted by the Audit Committee from time to
time are attached to this Code as Exhibit A.

Anyone who seeks advice, raises a concern or reports misconduct or a violation
of this Code is following the requirements of this Code and the desires of our
Board of Directors. We encourage such action. The procedures for handling
reports of illegal or unethical behavior are also set forth in Exhibit A.
Retaliation against anyone who makes a good faith report of misconduct is
illegal and will not be tolerated.

                            ARTICLE VIII. CONCLUSION

We conduct ourselves and our business dealings so as to comply with all
applicable laws and regulations. Where the requirements of such laws and
regulations are unclear, the advice of the Compliance Officer or outside counsel
must be sought to secure interpretation and to ensure compliance. You must
understand our internal policies and procedures and the legal and regulatory
framework within which we operate and must take those steps necessary to ensure
that any persons working with or under your supervision understand them. You are
urged to reread this Code from time to time to refresh your recollection of the
statutory and regulatory matters and the policies outlined herein.

This Code may be amended or modified by our Board of Directors. Waivers of this
Code may only be granted by the Board of Directors or a committee of the Board
with specific delegated authority. Waivers will be disclosed to shareholders as
required by the Exchange Act and the rules thereunder and the applicable rules
of the Nasdaq Stock Market.


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                           CERTIFICATE OF COMPLIANCE

        I have reviewed and read Abington Community Bancorp, Inc.'s Code of
Conduct and Ethics as adopted by the Board of Directors.

        I hereby certify that I am complying with all provisions of the Code and
that I am not aware of any violations of the Code, except as noted below:

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

        I understand that the Code requires that if I become aware of any
violations of the Code, I must report them.

        I have read and understand the Code and agree to comply with it at all
times and in connection with the purchase and sale of Abington Community
Bancorp, Inc. stock.

        I also understand that violations of the Code can result in sanctions,
including discipline, suspension, discharge, and referral for criminal
prosecution or civil action.

Date: __________________________

Signature: _______________________________________

Name (printed or typed): _________________________________


                         PLEASE SIGN, DATE AND RETURN TO
                                 LUCY P.N. SHARP
                                 GENERAL COUNSEL
                        ABINGTON COMMUNITY BANCORP, INC.


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                                                                       EXHIBIT A
                        ABINGTON COMMUNITY BANCORP, INC.

                            WHISTLEBLOWER PROCEDURES


PROCEDURES FOR REPORTING ILLEGAL OR UNETHICAL BEHAVIOR

A.      REPORTING ILLEGAL OR UNETHICAL BEHAVIOR

If you suspect or know of violations of this Code or illegal or unethical
business or workplace conduct by employees, officers or Directors then you have
an obligation to contact your supervisor or superiors. If the individuals to
whom such information is conveyed are not responsive, or if there is a reason to
believe that reporting to such individuals is inappropriate in particular cases,
then you may contact the CEO. Such communications will be kept confidential to
the extent feasible. If you are still not satisfied with the response, then you
may contact the Audit Committee of the Board of Directors at 180 Old York Road,
Jenkintown, Pennsylvania. If concerns or complaints require confidentiality,
then this confidentiality will be protected to the extent feasible, subject to
applicable law.

B.      ACCOUNTING COMPLAINTS

Our policy is to comply with all applicable financial reporting and accounting
regulations. If any Director, officer or employee has unresolved concerns or
complaints regarding questionable accounting or auditing matters, then you are
encouraged to submit those concerns or complaints (anonymously, confidentially
or otherwise) to the Audit Committee. Subject to its legal duties, the Audit
Committee and the Board will treat such submissions confidentially. Such
submissions may be directed to the attention of the Audit Committee of the Board
of Directors, 180 Old York Road, Jenkintown, Pennsylvania.

C.      NON-RETALIATION

We prohibit retaliation of any kind against individuals who have made good faith
reports or complaints of violations of this Code or other known or suspected
illegal or unethical conduct.



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