Exhibit
14.2

CODE OF ETHICS FOR SENIOR FINANCIAL
OFFICERS

This Code of Ethics for Senior
Financial Officers applies to Potomac Bancshares, Inc.s (Potomac) and Bank of
Charles Towns (BCT) (collectively, Potomac and BCT are referred to as the
company) Chief Executive Officer, and Chief Financial Officer (Senior
Financial Officers). Its purpose is to promote honest and ethical conduct and
compliance with all applicable laws, rules and regulations, particularly as
related to the maintenance of the companys financial records and the
preparation of financial statements filed with the Securities and Exchange
Commission. The provisions of this Code of Ethics for Senior Financial Officers
supplement, but do not replace, the Code of Ethics applicable to all employees.

| | 1. |  | Each Senior Financial
      Officer shall carry out his or her responsibilities honestly and with
      integrity, maintaining and promoting high standards of ethical conduct,
      while exercising at all times their best independent
judgment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   
| | 2. |  | Senior Financial
      Officers are responsible for full, fair, accurate, timely and
      understandable disclosure in the periodic reports required to be filed by
      the company with the Securities and Exchange Commission. Accordingly, it
      is the responsibility of each Senior Financial Officer promptly to bring
      to the attention of the Audit Committee any material information of which
      he or she may become aware that affects the disclosures made by the
      company in its public filings or otherwise assist the appropriate members
      of senior management in fulfilling their responsibilities as specified in
      the companys policies related to financial reporting and disclosure, and
      internal controls.
| |   
| | 3. |  | Each Senior Financial
      Officer shall promptly bring to the attention of the Audit Committee any
      information he or she may have concerning (a) significant deficiencies in
      the design or operation of internal controls which could adversely affect
      the companys ability to record, process, summarize and report financial
      data or (b) any fraud, whether or not material, that involves senior
      management or other employees who have a significant role in the companys
      financial reporting, disclosure or internal controls.                                                                                                                                                                                          
| |   
| | 4. |  | Each Senior Financial
      Officer shall promptly bring to the attention of the Audit Committee any
      information he or she may have concerning any actual or apparent conflicts
      of interest between personal and professional relationships, involving
      senior management or other employees who have a significant role in the
      companys financial reporting, disclosures or internal
  controls.                                                                                                                                                                                                                                                                                                                                            
| |   
| | 5. |  | Each Senior Financial
      Officer shall promptly bring to the attention of the Audit Committee any
      information he or she may have concerning evidence of a material violation
      of the securities or other laws, rules or regulations applicable to the
      company and the operation of its business, by the company or any agent
      thereof.                                                                                                                                                                                                                                                                                                                                                                                                      
| |   
| | 6. |  | The Board of Directors
      shall determine, or designate appropriate persons to determine,
      appropriate actions to be taken in the event of violations of this Code of
      Ethics for Senior Financial Officers. Such actions shall be reasonably
      designed to deter wrongdoing and to promote accountability for adherence
      to this Code of Ethics for Senior Financial
Officers.                                                                                                                                                                                                                                                                                                                                                                

82

---