Exhibit 14


                                 CODE OF CONDUCT


Public  confidence  and trust  are the  foundations  upon  which  Klamath  First
Bancorp,  Inc., and its subsidiaries  were built.  Continuing this high level of
confidence  and trust  means not only  adhering to the legal  requirements  that
govern the financial services  industry,  but also that each of us must maintain
the highest possible  standards of conduct.  This Code of Conduct applies to all
Klamath First employees.

                          KLAMATH FIRST - ETHICS FIRST

We,  Klamath  First  Bancorp,  Inc.,  and our  subsidiaries,  are  committed  to
integrity and ethical business  practices.  Long-term success depends on ethical
and balanced treatment of our stakeholders - investors, directors, customers and
employees.   Our  core  values   are:   Honesty,   Enthusiasm,   Accountability,
Relationships, and Teamwork - the company with a HEART.

Honesty.  We will maintain controls to ensure accurate  financial  reporting and
will avoid using questionable  accounting  practices.  We will use ethical sales
techniques to provide  quality  financial  products for our personal or business
clients.  We will  provide the tools and  training  for success and will provide
objective performance feedback.

Enthusiasm.  We will  demonstrate  excitement  about our  Company  to  employees
through  training on our  products,  policies and core  values.  We will provide
exceptional  customer service in a friendly,  professional and courteous manner.
We will advertise in an effective, entertaining and informative manner.

Accountability.  We  will  take  pride  in our  work  by  accurately  processing
transactions  and promptly  correcting our errors upon discovery.  Each employee
will  annually  acknowledge  in writing key  standards of conduct.  We will have
controls  to  inspect  what we  expect  and will  take  appropriate  and  timely
corrective action should standards of conduct be violated.

Relationships.  We will encourage  long-term  relationships  with our customers,
employees  and  investors.  We will  obtain  sufficient  information  about  our
customers to meet their needs,  and will protect that  information from improper
disclosure to others.  We will manage the company to attract  investors based on
the Klamath  First's  fundamental  value.  We will provide  career  development,
compensation and benefits designed to attract and retain the best employees.

Teamwork.  We will operate as a customer service team to provide  innovative and
flexible financial solutions. We will manage the Company to ensure diverse ideas
are considered,  and will support  management  decisions in a unified manner. We
will be active in reinvesting in the  communities we serve,  through  donations,
community service, and community development products.

We support these core values with more detailed  policies  described  below.  We
encourage  reporting to our  management  examples of  outstanding  conduct,  and
incidents when conduct is less than exemplary,  so we can  continuously  improve
our customer service and recognize employees who clearly reflect our core values
in their work.

Conflicts of Interest: A conflict of interest or the appearance of a conflict of
interest  can  arise  when an  employee  either  deliberately  or  inadvertently
advances  personal  interests  at the expense of KF or its  customers.  While it
would be impossible

<PAGE>

to list every act that could be  considered a conflict of  interest,  here are a
few examples:

Accepting  a second  job or  conducting  business  in  competition  with KF. For
example,  if a New  Accounts  Representative  was to obtain a  securities  or an
insurance  license and use it to recommend or sell annuity products to customers
other than through  Klamath First  Financial  Services,  Inc., or if an employee
accepted a weekend job as a mortgage broker, that would be competing with KF.

Handling transactions on behalf of KF which directly or indirectly benefits you,
a relative or a close  friend,  such as approving or  processing  overdrafts  or
cashing a check.

No other restrictions will be imposed on outside employment during an employee's
off hours  provided it does not interfere  with  performance  of duties at KF or
reflect  negatively  upon KF. If you have concerns about a possible  conflict of
interest, consult your supervisor or the Human Resources Department.  Gifts that
create a strong  feeling of obligation  between you and a customer,  prospective
customer  or vendor  should  neither  be given nor  accepted.  KF's  policy,  in
accordance with Federal Bribery Statutes, prohibits soliciting for yourself or a
third  party  (other  than KF)  anything  of value from anyone in return for any
business,  service or confidential  information of KF; or accepting  anything of
value  in  connection  with  the  business  of KF,  either  before  or  after  a
transaction is discussed or completed.  If you are unsure about the propriety of
accepting something of value from a customer,  prospective  customer,  vendor or
business  associate,  you should discuss all the relevant facts of the situation
with  your  supervisor  and  the  Human  Resources  Department.   The  following
guidelines cover some of the possible situations:

You may:

     Accept gifts, gratuities, or favors, not exceeding $50.00 in value, that do
     not create a sense of business obligation to the giver.

     Accept  gifts,  gratuities,  amenities,  or favors based on close family or
     personal  relationships where it is clear from the circumstances that those
     relationships rather than the business of KF are the motivation factors.


     Accept meals, refreshments, entertainment, provided that KF would otherwise
     reimburse the expense.

     Accept  loans from  other  financial  institutions  on  customary  terms to
     finance  proper and usual  activities  such as home  mortgage  loans except
     where prohibited by law.

     Accept advertising or promotional  material of nominal value, such as pens,
     pencils, note pads, key chains, calendars and similar items.

     Accept  discounts  on  merchandise  or  services  tha do not  exceed  those
     available to other customers.

     Accept  gifts of  reasonable  value  that  arise  from commonly  recognized
     business events or occasions (promotion, new job, transfer,  retirement) or
     a  personal  social  occasion  such  as  a  birthday,  wedding  or  holiday
     celebration.

     Accept civic, charitable,  educational,  or religious organizational awards
     for recognition of service and accomplishment.

You may not:

     Accept  entertainment  from a  customer  or busines  contact  that could be
     interpreted as lavish such as weekend  hunting or fishing trips,  scarce or
     expensive   tickets  to  athletic  or  theatrical  events  and  other  such
     activities.

     Accept any trip,  hotel,  transportation or other  accommodations  from any
     person or firm that could be involved  in any kind of business  transaction
     with KF. If it is important for KF to be represented,  then KF will pay for
     transportation   and  lodging.   Meals  may  be  accepted  with  the  above
     guidelines.

KF operates  with the most ethical  standards.  Not only do specific laws govern
our behavior, but the public's trust and confidence must be ensured.

Confidentiality:  In your employment, you may acquire sensitive and confidential
information  about Klamath First,  other employees and Klamath First  customers.
This  information  must be  held in  strictest  confidence.  Disclosure  of this
information, except as provided in this policy, is a misuse of your position and
a breach of the trust placed in Klamath First by our  customers  and  employees.
You may not disclose confidential information about Klamath First, its business,
its customers or its employees to any person outside  Klamath  First,  including
your family and friends, or to any person inside

<PAGE>

Klamath First without a business  reason.  This privacy of  information  dealing
with KF  customers  must be  maintained  at all times.  Only by  protecting  the
confidentiality  of our customer's  affairs can we preserve the  relationship of
trust upon which KF is built.  You shall not  release  customer  information  to
those outside  Klamath First without  either the approval of the customer or due
legal process.  You and Klamath First are responsible for complying with various
laws and regulations,  such as the Bank Secrecy Act and Money Laundering Control
Act, which require us to provide certain customer  information to government and
law enforcement  agencies.  Release of customer  information in other situations
can subject you to criminal or civil  sanctions as well as result in termination
of your employment.

Information  regarding  current  and  former  Klamath  First  employees  is  not
disclosed  to  outside  organizations  except to the  extent  authorized  by the
employee,  necessary to respond to  governmental  agencies or  subpoenas,  or to
protect Klamath  First's  interests.  The Human Resources  Department and senior
management are the only areas  authorized to respond on behalf of the company to
employment and credit inquiries on current and former employees.

Bank Secrecy Act: All employees  will read the Klamath First Bank Secrecy Policy
Statement and Bank Secrecy Procedures. In addition, all cash handling staff will
review  how to  properly  complete  the CTR form  4789 and the  CPMI  form.  All
employees are  responsible  for  understanding  KF's policy and  procedures  and
acknowledge  that  failure  to comply  could  result in  termination  as well as
possible criminal charges, fines, and/or imprisonment.

Material  Inside  Information:   Certain   information   acquired  through  your
employment  with Klamath First may be considered  material  inside  information.
Material inside  information is information  about Klamath First,  Klamath First
Financial  Services,  Klamath First Bancorp,  Inc. or any of its clients that is
not publicly  available  but which could,  if  disclosed,  affect the buying and
selling  decisions  of an investor in  securities.  If you trade  securities  or
release  such  information  you could  subject  yourself.  Klamath  First and/or
Klamath First Bancorp Inc to serious liability  including monetary damages under
securities laws When responding to customers or investors, avoid phrases such as
"this would be a great  investment," or "We're having a great year." These could
be perceived as giving investment  advice. If you are unsure how to respond to a
particular question, refer the person to your supervisor.

Directors and senior  managers are to pre-clear all securities  trading  through
the General Counsel or the Chief Financial Officer. Quarterly "blackout" periods
apply to directors, senior management and accounting personnel, and extends from
the last five  business  days of each  quarter  until five  business  days after
earnings have been announced to the public.  At other times when  information is
received subject to a confidentiality  agreement, such as during discussions for
acquisitions or significant  asset disposals,  trading is not permitted by those
with the information  until the matter is resolved (if not  consummated) or made
public.

Solicitation  on Bank  Premises:  Everyone  has  probably  found  themselves  in
difficult  situations  when asked to make a purchase or donation to support some
sort of fund-raising drive or cause or business. This can disrupt normal company
operations  as well as put  unnecessary  pressure on employees  to  participate.
Also,  if  non-employees  are involved,  this activity can involve  trespassing.
Solicitation  and/or distribution of literature by employees or non-employees on
company property (in working or non-working areas),  which in any way interferes
with work, is prohibited.

Legal and/or Tax Advice:  Employees are prohibited  from giving or  recommending
legal and/or tax advice to customers  and/or  other  employees,  unless they are
properly  licensed  and  authorized  by the  Board of  Directors  and/or  Senior
Management to do so.


Customer  Service  and  Telephone  Standards:  The  impression  we  give  to our
customers should be of friendly, courteous and professional service. Visiting or
discussing  non-business matters should be conducted away from the work area and
occur  during  break  periods  so  employees  can be ready to greet  and  assist
customers.


Telephone  calls should be answered  promptly  identifying  KF or the department
(whichever is applicable) as well as yourself.  Personal calls must be kept to a
minimum.  Personal long distance  calls must not be charged to KF, this includes
non-business  use of our toll-free line.  Charge these calls to your home phone,
calling card or call collect. Personal calls made on company- issued cell phones
should be reimbursed to the company on a monthly basis.

<PAGE>


Client  Relations:  You are  expected  at all  times to  conduct  yourself  in a
professional    manner,    cooperate   cheerfully   with   personnel   in   your
branch/department  and in  other  branches/departments.  In your  contacts  with
clients,  you  represent  Klamath  First.  We have  everything  to gain by being
courteous, professional, friendly and helpful.


Employment  of  Relatives:  Relatives  of KF  employees  may be  hired  with the
following exceptions:

     o No  relative  shall  be  employed  in any  line of  authority  when  such
     assignment  would place a relative in a position of exercising  supervisory
     authority over another relative.

     o Relatives  for this policy are defined  as:  Spouse,  children,  parents,
     brothers, sisters and dependents,  uncle, aunt, step- parents and children,
     in-laws, all other relatives who live in the same household and persons who
     live together in non- marital, non-related arrangements.

If a conflict arises after employment and neither  employee chooses  voluntarily
to transfer to another position or is unable to transfer,  Senior Management and
the Human Resources Manager will decide whether to transfer, retain or terminate
the employee(s) based on all relevant facts.

Financial Responsibility:  An inability to manage personal finances properly can
affect job performance  adversely.  A pattern of financial  problems reflects on
both you and KF and can lead to disciplinary action. Employees needing financial
counseling should contact a Branch Manager, the Human Resources Manager,  Senior
Management or Consumer Credit Counseling  Service. Be sure to keep your personal
checking account balanced and in good order. Overdrafts on checking accounts and
check kiting (which is illegal) can be considered grounds for termination.


Harassment:  Activities  that  disrupt  other  employees or that  interrupt  the
general work flow are contrary to KF's Harassment policy. Furthermore, harassing
another employee because of age, race, gender, religion, disability or any other
legally protected reason is intolerable.  Any employee who engages in harassment
of any  kind  will be  subject  to  appropriate  disciplinary  action  up to and
including immediate dismissal.  KF also seeks to protect employees from reported
harassment by non-employees in the workplace.

Harassment can result from a broad range of activities which may include but are
not limited to:  ethnic slurs,  racial jokes,  sexual  remarks,  sexual  visuals
(pictures, cartoons, etc.), religious slurs. persistent,  offensive conduct that
unreasonably interferes with an employee's working environment.

When you have a question or concern about sexual harassment or harassment of any
kind.  contact either your supervisor,  the Human Resources  Manager,  or Senior
Management.  All such matters will be  investigated  in a thorough,  private and
timely manner.


Drug/Alcohol Use: KF has a responsibility to its employees,  its customers,  and
the  general  public to provide a healthy  and safe work  environment  where its
employees  are free from the  effects of drugs,  alcohol or other  job-impairing
substances. KF's policy prohibits the following activities during working hours,
on KF property, on KF time, or while engaging in KF business:


     being under the influence of alcohol or any illegal drug;

     using any illegal drug;

     the  possession,  transfer,  purchase,  sale,  offering  to sell or to buy,
     manufacture,  distribution  or  dispensing  of alcohol,  an illegal drug or
     related paraphernalia.

     Consuming  alcoholic beverages is prohibited during normal work hours or on
     KF property. For purposes of this policy, normal working hours include meal
     and break periods.

<PAGE>


     Prohibited Items in the Workplace: In order to maintain a safety workplace,
     Klamath  First  specifically  prohibits  possession  of firearms,  weapons,
     explosives,  hazardous  materials or articles,  illegal drugs or controlled
     substances,  drug  paraphernalia,  or alcoholic  beverages on Klamath First
     property.  Prohibition  applies  regardless  of any  permit  that  has been
     provided by the government to carry concealed weapons.

     Dishonest/Criminal  Acts:  Every employee is covered by KF's fidelity bond.
     KF will not  knowingly  hire or  continue  to  employ  anyone  who does not
     qualify for fidelity bond coverage.  Coverage ceases for anyone who, either
     before or during  KF  employment,  commits  or  admits  to a  dishonest  or
     fraudulent act.

     You will face termination and/or criminal penalties if you:

o   Accept a fee, gift or commission in exchange for extending credit.

o   Steal, embezzle or misapply KF funds or assets.

o   Threaten violence.

o   Knowingly make false entries of records
    (including in SEC filings, other regulatory filings, or other public
    documents) or mis-post accounts.

o   Commit other criminal acts related to your employment by Klamath First.

     If you become  aware of  dishonest  or  criminal  acts by other  employees,
     including  violations of this Code of Conduct, you must report this fact to
     your immediate manager, Human Resources,  or Senior Management.  Failure to
     disclose such knowledge  could make you an accessory to a crime.  Employees
     may   also   anonymously   report   through   EthicsPoint's   web  site  at
     www.ethicspoint.com,  or by phoning 1-866-384-4277 (1-866-ETHICSP). Reports
     through  EthicsPoint are routed to the Security Officer,  Chief Auditor,  a
     member of the board of directors'  Audit  Committee,  and four other senior
     officers.  If one of these  persons is the  subject of a report,  it is not
     routed to that person.


     Responsibilities  and Corrective Action: As an employee you are responsible
     for the following:


     Conforming  to the policies and standards of KF,  including all  applicable
     governmental laws, rules and regulations.

     Completing the training required to meet performance standards.

     Correcting performance or other work- related problems.

     Corrective  action  may  be  required  if  performance  fails  to  meet  KF
     standards.  Corrective action generally is applied progressively,  relative
     to the severity of the problem.  The level of corrective action to be used,
     the order of the steps and the  length  of time  corrective  action  may be
     required will vary and are at the sole discretion of KF management.

     The levels of formal corrective action may include:
                Verbal Warning
                Written Warning
                Probation  Suspension with or without pay
                Termination

If corrective action is required, your manager will discuss with you the details
of each and that action will be  documented  and will  contain  further  written
details.  Not all situations  will involve each step in precisely this order. In
some cases steps may be repeated or eliminated. In any situation, the management
of Klamath  First  reserves the right to take any action,  strictly at it's sole
discretion,  that it deems  necessary,  up to,  and  including,  termination  of
employment.


<PAGE>


Return of Klamath First Property: All Klamath First property must be returned to
your  manager or to the Human  Resources  Department  before  leaving  KF.  This
includes any credit cards,  keys, cell phones,  laptop computers,  and any other
bank equipment or property in your possession.  We require that  arrangements be
made concerning any outstanding  debts owed to Klamath First, or to you (such as
travel  expenses,  mileage,  etc)  before  the last day of  work.  Any  employee
accounts will automatically be converted to non-employee status.

Klamath First  property  includes  customer  lists and other  information  about
customers and their  relationship  with Klamath First.  These customer lists and
other information about customers and their  relationship with Klamath First are
also  considered  trade  secrets,  and Klamath First may take any action legally
available to recover property not returned.


Problem Review Procedure: If you have a work related problem or concern, you are
encouraged to seek resolution through your manager.  Your manager is expected to
listen in an  objective  manner and then  explore  acceptable  solutions to your
concern.  If a solution cannot be reached with your direct  supervisor,  you are
encouraged  to discuss your concern  with your Branch or  Department  Manager or
Regional Manager (if applicable). If you still have concerns, you are encouraged
to  address  them  with the  Human  Resources  Department  or a member of Senior
Management. Please prepare yourself for this discussion by asking yourself:

        What is my main concern?
        How did it happen?
        How do I think it could be resolved?
        What do I want from my supervisor?

Security: Security is everyone's responsibility. Report unusual activity to your
supervisor,  manager or Security  Officer.  Security  meetings to review robbery
procedures are conducted periodically.


Safety: Klamath First's Safety Program includes a corporate safety committee and
monthly safety meetings.  Its purpose is to enhance employee awareness of safety
and ensure safe;  healthy working  conditions and operating  practices.  You are
expected  to work  safely  and to  prevent  accidents  that  could  injure  you,
co-workers or customers.  You are to report  unsafe  working  conditions to your
manager or a member of the safety  committee.  ALL ON THE JOB  INJURIES  MUST BE
REPORTED  TO YOUR  SUPERVISOR  OR MANAGER  IMMEDIATELY.  Failure to comply  with
safety  policies and guidelines  could result in  disciplinary  action up to and
including termination.

Employees  who  experience  an on the job injury that  requires  time-off,  must
update their  supervisor  on the status of their  condition on at least a weekly
basis and must provide a release from their physician (outlining  limitations if
applicable) upon return to work..


Smoking:  Klamath  First has a  responsibility  to  provide  a safe and  healthy
working environment for all its employees.  Smoking cigarettes,  pipes or cigars
is not permitted in KF work areas. company-owned vehicles, restrooms, conference
rooms, lobbies, hallways, staircases, lounges and lunchrooms.

Anti-Tying.  It is the policy of Klamath First  Bancorp,  Inc. (the Company) and
subsidiaries that they shall not: (1) Extend credit;  (2) Lease or sell property
of any kind; (3) Furnish any service; or (4) Set or change the consideration for
any such credit,  property or service on the condition or  requirement  that the
customer shall: (A) obtain some additional credit, property, or service from the
Company (other than a loan,  discount,  deposit, or trust service),  or from any
subsidiary of the Company; or (B) Provide some additional credit,  property,  or
service to the Company,  or subsidiary of the Company (except as the Company may
reasonably  require  in a credit  transaction  to assure  the  soundness  of the
credit). However, the Company, or any

<PAGE>


of its subsidiaries, may vary the consideration charged for a loan, discount, or
deposit on the condition that the customer also obtain a loan, discount, deposit
or other service from an affiliate of the Company;  and provided all products in
such a tying arrangement are also separately available for purchase.


<PAGE>