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                                                                    EXHIBIT 14.1

                                 VALLEY BANCORP
                                 CODE OF ETHICS

INTRODUCTION

The officers, directors, and employees (collectively referred to as "employees")
of Valley Bancorp and its subsidiaries (collectively, the "Company") serve the
needs of the stockholders, the community, and the Company's customers. Each
holds a position of trust in our company. We expect each employee to maintain
the highest standards of honesty, integrity and personal conduct and to avoid
conflicts of interest, the appearance of conflicts of interest, and any
violations of fiduciary responsibilities and confidentiality. Where a conflict
may exist, the employee must disqualify himself/herself from Company decisions
regarding the conflict. Specifically, we require that each officer, director,
and employee adhere to the following guidelines for conduct.

STATEMENT OF POLICY

It is forbidden for any employee, officer or director of the Company to (i)
solicit for themselves or a third party anything of value from anyone in return
for any business, service, or confidential information from the Company, or (ii)
to accept anything of value from anyone in connection with the business of the
Company.

CONFLICT OF INTEREST

1. Employees are not authorized to act for the Company in any transaction
involving persons or firms in whom that employee, his/her family or dependents
have any significant connection or financial interest.

2. Lending officers are not authorized to lend to relatives or to persons with
whom they have close personal involvement, without prior written approval from
the President of the Company.

CODE OF CONDUCT

3. Employees may not become a Director or an officer of a business organized for
profit without first obtaining specific approval from the President of the
Company. If approval is granted and the organization borrows money from the
Company, the employee must disqualify himself/herself in writing from handling
any of the borrowings of that organization.

4. Personal funds may not be invested with any borrowing customer of the Company
without approval of the President of the Company. All investments with customers
must be reported to the Loan Committee and recorded in the Loan Committee
minutes.

5. Employees and directors are expected to conduct their private business and
personal activities in a manner that avoids conflict with the interest of the
Company and the Company's customers. A conflict of interest may be defined as
any involvement in an outside interest that would or could conflict with the
employee or director's duty to the Company or might adversely affect their
judgment with their Company responsibilities. In all such situations, the
employee or director must disqualify himself/herself from Company decisions
regarding the conflicting interest.

CONFIDENTIAL INFORMATION

6. All employees and directors are expected to maintain the confidentiality of
customer and Company records. Employees may not disclose to a non-employee any
information about our customers, except with the prior approval of the customer
or when required to disclose such information by legal authority. Our customers'
affairs should only be discussed with other employees for the purpose of
conducting proper Company business.

GIFTS

7. Employees are not to accept gifts, services, or entertainment of substantial
value from customers and suppliers either for themselves or family or
dependents. Gifts of over $100.00 in cash value in any calendar year are
considered substantial value for this policy.

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COMPLIANCE AND REPORTING

8. Employees will perform responsibilities with a view to causing both periodic
reports filed or submitted by the Company with the Securities and Exchange
Commission and other communications made by the Company, to contain information
that is full, fair, accurate, timely and understandable.

9. Employees will comply with federal, state and local laws applicable to the
Company, and the rules and regulations of private and public regulatory agencies
having jurisdiction over the Company.

10. Employees will act in good faith, responsibly, with due care and diligence,
without misrepresenting or omitting material facts or allowing independent
judgment to be compromised.

OUTSIDE ACTIVITIES

11. All non-officer employees (other than directors) must obtain the Human
Resource Manager's approval prior to accepting employment with a second
employer. While approval will not be arbitrarily withheld, a conflict of
interest or appearance of conflict must not exist.

12. Officers are strongly discouraged from obtaining employment with a second
employer. Exceptions must be approved by the President of the Company and will
be granted only if the prospective employer is not a customer.

COVERAGE OF POLICY

This policy statement is applicable to all employees, officers and directors of
the Company. Where approval or reporting is required, the President will report
to or obtain approval from the Board of Directors.

VIOLATIONS

Employees are expected to report any actual or apparent violations of this Code
of Conduct/Confidentiality Policy to their supervisor or an officer of the
Company. Management of the Company shall have the power to monitor, make
determinations, and recommend to the Board of Directors action with respect to
violations of this Code. Management and/or the Board of Directors shall
determine, or designate an appropriate person to determine, appropriate actions
to be taken in the event of violations of this Code.

The Company considers any violation of this policy to be a serious matter, and
any violation could be considered reason for dismissal.

 THE BOARD OF DIRECTORS OF VALLEY BANCORP ADOPTED THIS POLICY ON JULY 21, 2004.

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