Exhibit 14.1

                           OMEGA FINANCIAL CORPORATION

                                CODE OF ETHICS &

                    COMPREHENSIVE INSIDERS ACTIVITIES POLICY

                           Approved November 22, 2004

PHILOSOPHY

The honesty, integrity, and sound judgment of Omega Financial Corporation's
directors, officers, and employees is fundamental to its reputation and success.
All directors, officers, and employees are required to adhere to Omega's Code of
Ethics and its Comprehensive Insider Activities Policy, recognizing that the
professional and ethical conduct of all directors, officers and employees is
essential to the proper functioning and success of Omega Financial.

CODE OF ETHICS

Applicability

This Code of Ethics shall apply to Omega Financial's directors, officers and
employees, including the principal executive officer, the principal financial
officer, the principal accounting officer or controller, or persons performing
similar functions, including Omega's Chief Executive Officer, Chief Financial
Officer, and Corporate Controller. In the event of the change of an officer's
designation as a principal officer, or the addition of an officer to the
foregoing definition, any officer performing a similar function shall be
included.

Standards of Conduct

All directors, officers and employees shall. . .

   o  act with honesty and integrity, including the ethical handling of actual
      or apparent conflicts of interest between personal and professional
      relationships;

   o  provide full, fair, accurate, timely, and understandable disclosure in
      reports and documents that Omega Financial files with, or submits to, the
      Securities and Exchange Commission and in other public communications made
      by Omega Financial;

   o  comply with applicable governmental laws, rules, and regulations;

   o  respect the confidentiality of information acquired in the course of
      employment;

   o  promote prompt internal reporting to the Chair of the Audit Committee of
      the Board of Directors of any issues concerning violation of this Code of
      Ethics without fear of retaliation;

   o  promote communication with Omega's Risk Assessment Officer or Chair of the
      Audit Committee of the Board of Directors for any issues concerning
      improper accounting or financial reporting of Omega Financial without fear
      of retaliation; and

   o  promote ethical and honest behavior within Omega and its subsidiaries.

All directors, officers and employees of Omega Financial Corporation are
expected to adhere to Omega Financial's Comprehensive Insider Activities Policy
and this Code of Ethics. Any violation of this Code of


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Ethics will be subject to appropriate discipline, up to and including dismissal
from the Company and prosecution under the law.

If a director, officer or employee has knowledge or concern of violation of this
Code of Ethics, the Chair of the Audit Committee of the Board of Directors is to
be contacted without delay. The reporting person must exercise sound judgment to
avoid baseless allegations. Those who intentionally file a false report of
wrongdoing will be subject to discipline up to and including termination of
employment.

The person reporting an activity that he/she considers to be a known or
potential violation of this Code is not responsible for investigating the
activity or for determining fault or corrective measures. Appropriate management
officials are charged with these responsibilities.

Those who report known or suspected violations are provided protections with
respect to confidentiality and retaliation. This protection applies to those who
report any transaction, relationship, act, failure to act, occurrence or
practice that, in good faith, is believed to be inconsistent with, in violation,
or reasonably could be expected to give rise to a violation of this Code.
Insofar as possible, the confidentiality of the person making the report will be
maintained. However, his/her identity may be disclosed to ensure that a thorough
investigation may be conducted, to comply with the law, and to provide accused
individuals their legal rights of defense.

Omega Financial Corporation will not retaliate against those reporting known or
suspected violations. This includes, but is not limited to, protection from
retaliation in the form of an adverse employment action (such as termination, a
decrease in compensation, or poor work assignments) and threats of physical
harm. A person who believes he/she is being retaliated against must contact the
Chair of the Audit Committee of the Board of Directors. The right for protection
against retaliation does not include immunity for any personal wrongdoing that
is alleged and investigated. Any individual who retaliates against a director,
officer or employee is subject to criminal penalties.

The Board of Directors has the sole and absolute authority to approve any
deviation or waiver from this Code of Ethics for any director or executive
officer. Any change in or waiver from and the grounds for such change or waiver
of this Code of Ethics shall be promptly disclosed though a filing with the
Securities and Exchange Commission on Form 8-K.

COMPREHENSIVE INSIDERS ACTIVITIES POLICY

I.    Introduction and Approval

      The Board of Directors of the Omega Financial Corporation (OFC), and by
      their ratification hereof, the Boards of Directors of Omega Bank, National
      Association (OBNA), Omega Insurance Agency, Inc. (OIA), Central
      Pennsylvania Investment Company, Inc. (CPIC), Central Pennsylvania Life
      Insurance Company, Inc. (CPLIC), and Central Pennsylvania Leasing, Inc.
      (CPL), hereafter individually and as a group referred to as Omega, in
      order to avoid the existence or appearance of conflicts of interest and
      breaches of duty by "Insiders" of Omega in the conduct of their duties, do
      hereby adopt this Comprehensive Insiders Activities Policy.

      This policy is written in conjunction and interchangeably with the Omega
      Policy on "Federal Reserve Regulation "O", Loans to Directors, Executive
      Officers and Principal Shareholders" as has been separately approved by
      the Omega boards of directors and promulgated to the Omega staff via the
      Omega Loan Manual, Section 100, Subject 15. Each executive officer,
      director and principal shareholder of Omega, and their related interests,
      all as defined in Federal Reserve Regulation "O", and all other Omega
      officers and employees are deemed to be an insider for purposes of this
      Comprehensive Insiders Activities Policy.


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II.   Statement and Elements of the Policy

      We, the Board of Directors of Omega hereby take the lead in protecting
      Omega from such conflicts of interest as may arise from time to time.
      Therefore, it is a policy of this board that detailed disclosures of
      insiders' activities with Omega that may constitute conflicts of interest
      beyond those disclosures required by Regulation "O", shall be made to the
      appropriate board of directors for action they may determine to be
      necessary. The following guidelines shall apply:

      A.    Guidelines

            1.    Any actual or potential conflict of interest whatsoever
                  regarding Omega insiders, whether intended or unintended,
                  shall be promptly disclosed for consideration. The respective
                  Omega Board, subject to the concurrence of the OFC parent
                  board, will retain final authority within the law to approve
                  any transaction with an insider of Omega. An involved insider
                  must abstain from the Board's approval process on any
                  transaction in which the insider may benefit directly or
                  indirectly from the Board's decision.

            2.    This policy shall also apply to an insiders' related
                  interests, which interests shall be disclosed to the Omega
                  Board as they arise but no less than annually by survey as
                  provided in the aforementioned Omega Policy on Federal Reserve
                  Regulation "O".

            3.    All transactions with insiders shall be "arms-length
                  transactions" made on substantially the same terms as those
                  afforded other Omega customers to avoid any appearance of
                  preferential treatment.

            4.    Special attention is to be paid by the Omega Board to any
                  potentially excessive salaries and bonuses, directors fees,
                  fees paid where there is no apparent benefit to Omega and fees
                  paid for services not yet received. Fees and payments made to
                  insiders are to be justifiable and appropriate based on the
                  type, level, quality and value of goods or services Omega is
                  receiving. Fees and other payments must directly relate to,
                  and be based solely upon the fair value of goods or services
                  received, compensate the provider only for goods or services
                  that meet the legitimate needs of Omega, and be made only to
                  service providers who have the necessary expertise to provide
                  the services.

            5.    No deposits shall be accepted from any Omega insider on more
                  favorable terms than that offered to any other Omega customer
                  of similar economic value within the competitive structure of
                  Omega's financial community, including higher interest rates,
                  or longer or shorter maturities.

            6.    No insider of Omega shall solicit anything of value from
                  anyone in return for any business service or confidential
                  information of Omega. No insider shall accept anything of
                  value other than bona fide salary, wages, fees or


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                  other compensation paid in the usual course of business from
                  anyone in connection with the business of Omega, either before
                  or after a transaction is discussed or consummated.

            7.    Omega, upon disclosure to and approval of the appropriate
                  Omega Board, may make the use of its facilities, real or
                  personal property or personnel, available to insiders only
                  upon payment of a reasonable fee to Omega. The circumstances
                  must be beneficial to Omega and not unduly burden Omega, its
                  facilities or personnel. This use must not be an unfair
                  granting of a benefit to the insider, or be any benefit not
                  otherwise available to any other Omega customer.

            8.    No insider of Omega shall use any inside information to
                  improperly profit by means of any security transaction. The
                  appropriate Omega board shall make the final determination on
                  any questionable insider information-related transactions made
                  by an insider.

      B.    Permitted Exceptions

            Exceptions to the above provisions may, as applicable, and of
            reasonable value, include:

            1.    Items offered that are based purely on a family or personal
                  relationship independent of any business of Omega.

            2.    Benefits available to the general public under similar
                  conditions, such as discounts on merchandise or services.

            3.    Items that would be paid for by Omega as a reasonable business
                  expense if it were not paid for by another party.

            4.    Advertising or promotional material.

            5.    Gifts related to commonly recognized events or occasions such
                  as promotion, new job, wedding, retirement or bar or bat
                  mitzvah.

            6.    Civic, charitable, educational or religious organizational
                  awards for recognition of service and accomplishment.

            7.    Nothing in this policy is intended to prevent the granting of
                  service charge free personal use deposit accounts, free safe
                  deposit boxes of standard size and modest reduction in the
                  interest rate charged on consumer purpose loans or lines of
                  credit to all Omega officers and employees as a group benefit,
                  where such is permitted by applicable laws and regulations,
                  and where such is deemed appropriate by senior management of
                  Omega.

      Any Omega insider who is offered or receives anything of value beyond what
      is authorized within this section, must disclose that fact to the
      appropriate Omega board. If any terms,


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      fees, gifts, treatment or favors are found by the board to be excessive or
      unwarranted, the board shall take prompt corrective action, including
      requiring restitution to remedy the situation, termination of employment
      or association, and necessary reporting to the proper authorities.

III.  "Code of Conduct" and Acknowledgment

            The general tenure of this Comprehensive Insiders Activities Policy
            beyond the specific requirement of Federal Reserve Regulation "O,"
            is to be defined hereafter in Exhibit "A" as Omega's "Code of
            Conduct", forming an integral part of this policy. The "Code of
            Conduct" is to be furnished to all insiders, officers and employees
            of Omega for their required acceptance upon their initial employment
            or association with Omega and reaffirmed annually thereafter by the
            signed certification of the individual.


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CODE OF CONDUCT

I.    Purpose:

      The purpose of the Comprehensive Insider Activities Policy and this
      resulting Code of Conduct, is to prohibit either the solicitation or
      receipt of benefits or other forms of preferential treatment by anyone
      associated with the Omega Financial Corporation or any of its subsidiaries
      (hereafter individually and as a group referred to as "Omega") that might
      have a corrupting influence upon the business of Omega.

II.   Scope:

      This policy applies to Directors, officers, employees, agents and retained
      attorneys of Omega, hereafter referred to as "covered persons."

III.  Rules on Fees, Legacies, Loans, Investments, and Purchase and Sale of
      Assets:

      A.    General Prohibitions

            1.    A covered person shall not accept a loan from an Omega
                  customer or supplier. This prohibition does not apply to loans
                  from banks or other financial institutions on standard
                  customer terms to finance proper credit needs. Omega requires
                  that executive officers of Omega qualifying as insiders under
                  Federal Reserve Regulation "O" (see Omega Loan Manual Section
                  100, Subject 15) to report their borrowings from other
                  financial institutions to the appropriate Omega Board of
                  Directors.

            2.    A covered person shall not receive anything of value for
                  making a loan.

            3.    A covered person shall not accept a fee for performing any act
                  that Omega could have performed.

            4.    A covered person shall not sell anything to a customer at a
                  value in excess of its worth nor should he or she purchase
                  anything from a customer at a price below its worth.
                  Acceptance of discounts or rebates on merchandise is permitted
                  if they are also available to other routine customers of the
                  merchant.

            5.    A covered person shall refuse any legacy or bequest arising
                  from an Omega customer relationship. He or she should also
                  refuse to serve personally as executor, trustee or guardian of
                  an Omega customer's estate or trust unless the customer is a
                  close relative, or the proper prior authorization from Omega
                  senior management or Omega board, as appropriate, has been
                  obtained.


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            5.    Unless lawfully authorized by the fiduciary instrument or by
                  court order, a covered person shall not purchase property held
                  by an Omega bank in a fiduciary capacity. The fact that the
                  property is sold at public sale or not, does not waive this
                  prohibition.

            7.    A covered person shall not indirectly perform any act that
                  these rules prohibit directly. For example, it is just as
                  wrong to arrange for a member of the family to receive a gift
                  as it is for the covered person to accept the gift directly.

            8.    It is improper for a covered person to subscribe to new issues
                  of stock in an Omega customer's business, unless such is also
                  offered to the general public on the same terms and
                  conditions.

IV.   General Policy on Receipt of Gifts, Gratuities, Entertainment or Business
      Amenities

      Omega absolutely prohibits the solicitation or receipt of anything of
      value by covered persons in connection with any transaction or business of
      Omega. Such action by definition constitutes a breach of the fiduciary
      duty each covered person owes to Omega. Our policy is not intended to
      prohibit the receipt of normal business amenities of reasonable value in
      the ordinary course of business.

      A.    Benefits Permitted:

            Covered persons may receive gratuities of reasonable value. Examples
            of permitted gratuities include:

            1.    The acceptance of gifts, gratuities, amenities or favors based
                  on obvious family or personal relationships, such as those
                  between the parents, children or spouse of a covered person,
                  where the circumstances make it clear that it is the
                  relationship rather than the business of Omega that is the
                  motivating factor.

            2.    Acceptance of meals, refreshments, travel arrangements or
                  accommodations, or entertainment, all of reasonable value
                  (currently not to exceed $200.00) and in the course of a
                  meeting or other occasion for which the purpose is to hold
                  bona fide business discussions or to foster better business
                  relations.

            3.    Acceptance of loans from other banks or financial institutions
                  on customary terms to finance proper and usual activities of
                  covered person, except where prohibited by law.

            4.    Acceptance of advertising or promotional material of nominal
                  value (currently not to exceed $25.00) such as pens, pencils,
                  note pads, key chains, calendars and similar items.


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            5.    Acceptance of discounts or rebates on merchandise or services
                  that do not exceed those available to other customers.

            6.    Acceptance of gifts of reasonable value (currently not to
                  exceed $100.00) that are related to commonly recognized events
                  or occasions, such as a promotion, new job, wedding,
                  retirement, Christmas or bar or bat mitzvah.

            7.    The acceptance of civic, charitable, education or religious
                  organizational awards for recognition of service and
                  accomplishment.

            8.    On a case by case basis, Omega may approve of other
                  circumstances, not identified above, in which a covered person
                  accepts something of value in connection with Omega business,
                  provided that such approval is made in writing on the basis of
                  a full written disclosure of all relevant facts and is
                  consistent with the bank bribery statute (18 USC 215 et seq.).
                  Approval is required of the Chief Executive Officer and/or
                  Omega Board of Directors as appropriate to the dollar value
                  and/or circumstances.

      B.    Benefits Not Permitted:

            By contrast to the benefits permitted above, the following types of
            benefits are not permitted:

            1.    Gifts valued above a reasonable amount.

            2.    Entertainment events such as athletic contests, hunting or
                  fishing trips, cruises, etc., that exceed a reasonable amount
                  in cost.

            3.    Tickets to such athletic or entertainment events that exceed a
                  reasonable amount in value.

            4.    Other items that exceed reasonable value and/or of which the
                  conditions of acceptance directly or indirectly implies a
                  violation of this policy.

      C.    Family Exceptions:

            Our policy is to permit and not require disclosure of the receipt of
            gifts in any amount from customers who have a pre-existing family
            relationship with covered person; however, such relationship must be
            a bona fide family relationship (a direct relative or one by
            marriage).

V.    Confidential Information:

      A.    Sensitive Financial Information

            In the course of performing Omega duties, covered persons acquire
            confidential information considered to be extremely sensitive by
            customers. This information shall not be revealed to unauthorized
            parties outside of Omega, nor shall


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            customer's finances be discussed with others within Omega unless
            their duties require the information. Information about customers
            can be released only when authorized by the customer or subpoenaed
            by a court or by the IRS, and then the information released must be
            accurate and within the confines of the release-authorizing
            document.

      B.    Credit References

            When a customer gives Omega as a credit reference, this is authority
            to release credit information. Companies also share credit
            information with each other. This sharing is only done to support
            credit decisions, and the sharing is based on assurances that source
            confidentiality will be protected and that the information is
            accurate and not misleading. The inherent conflict between the
            customer's right to confidentiality and the need for creditors to
            share credit experience should be recognized. This conflict cannot
            be entirely resolved, but its consequences can be mitigated by
            exercising extreme care when exchanging credit information.

      C.    Use For Personal Investment

            Confidential information about Omega customers that reflects
            favorably or adversely on the investment value of any business
            enterprise is "insider" information. It should not be used for
            personal investment advantage or provided to others for their
            investment advantage.

      D.    Privacy of Consumer Financial Information Regulation (12 CFR 40) and
            Fair Credit Reporting Act (12 CFR 41)

Covered persons are pledged to adhere to the OFC Consumer Privacy Notice as
established from time to time in compliance with the above noted regulations.

VI.   Personal Bank Transactions

      A.    Transactions With Material Connection or Financial Interest

            A covered person should not represent Omega in any transaction where
            he or she has a material connection or a financial interest.
            Examples of material connections would include relatives or close
            personal friends in which the transaction involves them as
            individuals or as principals in a firm doing business with Omega. An
            example of a financial interest would be a covered person's
            involvement as a proprietor, partner or joint venturer in a firm
            doing business with Omega. "Transactions" would include not only the
            making of loans, but also the approval of overdrafts and/or payment
            of checks drawn on uncollected funds; the waiving of overdraft
            charges, NSF or returned check charges or late payment charges; and
            the waiving or relaxing of requirements for financial statements,
            credit verifications or collateral encumbrance documents. When there
            is a potential conflict of interest, the covered person must ask
            someone else within Omega to handle the transaction.

      B.    Personal Account Transactions


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            A covered person is not permitted to make transactions on their
            personal accounts while performing their Omega work duties or while
            located at their workstation. Transactions of this nature must occur
            while the employee is not on duty (i.e., while on a break, lunch
            period, or before or after scheduled work hours). Such personal
            transactions are to be conducted via a disinterested third party
            employee in a similar manner as for any public customer of the bank.
            To avoid any perception of impropriety, purses and personal articles
            should be maintained in a secure area that is not visible from the
            immediate customer contact and work area of the employee.

VII.  Directorship of Outside Corporation

            A covered person should not accept a directorship of another
            corporation without approval of the appropriate Omega board of
            directors. Charitable and nonprofit organizations are exceptions to
            this general requirement.

VIII. Outside Employment or Other Similar Involvement

      A.    Approval Required

            Exclusive of directors who are not active employees of Omega, all
            outside employment of any nature or participation in the affairs of
            an outside organization must be approved by Omega senior management.
            For non-officers, approval must be by a Vice President in the
            covered persons normal chain of command. For officers, approval must
            come from the Chief Executive Officer. Omega will be liberal in
            granting approvals unless there is a potential appearance of a
            conflict of interest. Specific types of outside activities that
            raise conflict of interest questions include:

            1.    Employment by a firm that competes with Omega.

            2.    Solicitation of employees, customers and others for the
                  purchase of products or services to produce personal or family
                  enrichment, that could imply the appearance of intimidation by
                  reason of position or association with Omega.

            3.    Preparation of any material that will be presented to Omega by
                  an entity seeking a loan.

            4.    Rendering investment counsel.

            5.    Rendering accounting services.

            6.    Drafting wills or practicing law.

            7.    Use of Company equipment, supplies or facilities without
                  proper authorization.


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            8.    Performing any service that Omega could perform.

IX.   Omega Directors' Code of Conduct:

      A.    Primary Responsibility

            The Directors of Omega were elected to serve the needs of the
            stockholders, the community, Omega's customers, and Omega's
            employees and not to serve the personal financial needs of
            Directors. Legal, regulatory and ethical considerations make it
            mandatory that Directors avoid all of the conflicts of interest
            situations outlined above for covered persons. In addition,
            Directors must:

            1.    Avoid involvement of any kind in the credit approval process
                  when the credit being considered will directly or indirectly
                  benefit the Director or a related interest thereof. This
                  includes loans, overdrafts, immediate credit on funds and any
                  other form of credit.

            2.    Disclose to the Chief Executive Officer and to the appropriate
                  Omega Board any actual or potential conflicts of interest as
                  soon as the situation arises. This includes disclosure of any
                  material interest in the business of a borrower, an applicant
                  or other Omega customer. It also includes any gift or monetary
                  offers made for the purpose of influencing an Omega decision.

            3.    Exercise only arm's-length transactions when buying, selling
                  or leasing assets or services to Omega. It is Omega's policy
                  to contract for assets and services using only arm's-length
                  transactions that are in the best interest of Omega. Directors
                  are expected to honor this policy and not to ask for special
                  considerations when Omega contracts for assets or services.

X.    Possible Violations of This Policy

      A.    Disclosure

            Each time any covered person receives gratuities or any offer of
            goods or services that would violate this policy or any attempt to
            wrongly influence the actions of Omega, that individual will report
            the following information to the Secretary of the Omega Financial
            Corporation:

            1.    Name of the person giving or offering the gift and his/her
                  company affiliation, if applicable.

            2.    Nature of the gift.

            3.    Value of the gift.

            4.    Circumstances surrounding the receipt or offer of the gift.


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            The Secretary shall periodically report to the Omega Financial
            Corporation Board of Directors and any other Omega Board as
            appropriate to the circumstances, at its regularly scheduled
            meetings, all gifts or gratuities or any offer of goods or services
            that would violate this policy or any attempt to wrongly influence
            the actions of Omega received by any covered person since the last
            board report.

      B.    Penalties for Non-Compliance:

            Violations of this policy may result in the individual being placed
            on probation for a period not to exceed one year and appropriate
            notation made in the individual's personnel file. Further violations
            during this probationary period shall constitute grounds for further
            disciplinary action and/or termination of employment or association.

XI.   Compliance Certification:

            Omega requires that initially and with annual reaffirmation, all
      Directors, attorneys, agents, officers and other covered persons sign a
      certificate attesting to receipt and compliance with this policy
      statement.


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                     COMPREHENSIVE INSIDER ACTIVITIES POLICY
                          CODE OF CONDUCT CERTIFICATION
                           (Revised November 22, 2004)

By signing below, I acknowledge that I have received and read Omega's Code of
Conduct policy. I also acknowledge that I have received and read Omega's Code of
Ethics and agree to abide by the Standards of Conduct contained therein.

I certify that I am in compliance with the rules and limitations contained
therein. To the best of my knowledge, all members of my immediate family are
also in compliance.

I understand that any violation of this policy may result in appropriate
disciplinary action, up to and including termination of employment and
prosecution under the law.

I recognize that all outside employment of any nature or participation in the
affairs of an outside organization must be approved by senior management of
Omega. For Non-Officers, this approval must be by a Vice President within the
covered person's normal chain of command. For Officers, approval must be from
the Chief Executive Officer (CEO).

1)    Outside Employment: |_| No |_| Yes (provide requested information below)

      Name of Company:  ________________________________________________

      Address of Company:        _______________________________________

      Describe work performed:   _______________________________________


2)    Other Organizational Involvement: |_| No |_| Yes (provide details below)

Signature                                             Date
          -------------------------------------            ------------
Print Name
           ------------------------------------

Please return signed form to Human Resources at Omega Financial Corporation.

**************************************************************************
The above noted Outside Employment/Other Organizational Involvement has been:

|_|  Approved                   |_|  Disapproved

Signature                                            Date
          ---------------------------------------         ------------
Print Name
           --------------------------------------

                                     Title
                                           ------------


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