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                                                                    EXHIBIT 14.1

                                 VALLEY BANCORP
                                 CODE OF ETHICS
         FOR SENIOR FINANCIAL OFFICERS OF VALLEY BANCORP AND VALLEY BANK

PREFACE

      Section 406 of the Sarbanes-Oxley Act of 2002 requires the adoption of a
code of ethics for senior financial officers (including the principal executive
officer) of public companies. Valley Bancorp ("Company") and its wholly-owned
subsidiary Valley Bank ("Bank") desire to adopt this Code of Ethics applicable
to the Company's and the Bank's Financial Officers (as defined below).

      This Code of Ethics ("Code") is intended to serve as a source of guiding
principles. Senior Financial Officers are encouraged to raise questions about
particular circumstances that may involve one or more provisions of this Code to
the attention of the Board of Directors, the Audit Committee, or other properly
authorized committee (or in the absence thereof, to the independent directors on
the Board of Directors), who may consult with legal counsel. For purposes of the
application of this Code, "Company" includes both the Company and the Bank.

A.    ETHICAL CONDUCT, COMPLIANCE AND REPORTING


      It is the policy of the Company that the persons set forth on Exhibit A
hereto ("Senior Financial Officers") of the Company adhere to and advocate the
following principles governing their professional and ethical conduct in the
fulfillment of their responsibilities:

      1. Act with honesty and integrity, avoiding actual or apparent conflicts
between his or her personal, private interests and the interests of the Company,
including receiving improper personal benefits as a result of his or her
position.

      2. Perform responsibilities with a view to causing both periodic reports
filed or submitted by the Company with the Securities and Exchange Commission,
other federal and state regulatory agencies, and other public communications
made by the Company, to contain information that is full, fair, accurate, timely
and understandable.

      3. 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.

      4. Act in good faith, responsibly, with due care and diligence, without
misrepresenting or omitting material facts or allowing independent judgment to
be compromised.

      5. Respect the confidentiality of information acquired in the course of
the performance of his or her responsibilities except when authorized or
otherwise legally obligated to disclose. Do not use confidential information
acquired in the course of the performance of his or her responsibilities for
personal advantage.

      6. Proactively promote and reinforce ethical behavior among subordinates
and peers.

      7. Use corporate assets and resources employed or entrusted in a
responsible manner.

      8. Do not use corporate information, corporate assets, corporate
opportunities or one's position with the Company for personal gain. Do not
compete directly or indirectly with the Company.

      9. Promptly report to the Board of Directors, the Audit Committee, or
other properly authorized committee (or in the absence thereof, to the
independent directors on the Board of Directors) (a) material transactions or
relationships that reasonably could be expected to give rise to a conflict of
interest and (b) actual and apparent violations of this Code.


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B.    MONITORING AND ENFORCEMENT

      It is also the policy of the Company that:

      1. The Audit Committee, or other properly authorized committee (or in the
absence thereof, the independent directors on the Board of Directors) shall have
the power to monitor, make determinations, and recommend to the Board of
Directors action with respect to violations of this Code, except for paragraph
A.2, with respect to which only the Audit Committee shall have such power. 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, except for paragraph A.2, with respect to which the Audit Committee shall
have such power.

      2. Violations of this Code may result in disciplinary action, up to and
including termination of employment.

      3. This Code shall be supplemental to other codes of conduct and
ethics/confidentiality policies that are generally applicable to all employees,
officers and/or directors of the Company.

                                    EXHIBIT A

                            Senior Financial Officers

Persons holding the following offices shall be considered "Senior Financial
Officers" under the Code as of May 26, 2004:

            Chief Executive Officer - Valley Bancorp and Valley Bank

            Chief Financial Officer - Valley Bancorp and Valley Bank