**EXHIBIT
      14.1**




















**MUTUAL
      FEDERAL BANCORP, MHC**


**AND
      SUBSIDIARIES**


**Corporate
      Code of Ethics**






**As
      adopted September 20, 2005**










Dear
      Fellow Employee:




Success
      is in large measure a function of how well we conduct and execute our business
      plans and the policies and procedures we design to achieve those plans. At
      the
      Company, including Mutual Federal Savings and Loan Association of Chicago,
      we
      operate our business according to the highest standards of ethical conduct
      and
      integrity. We are proud of our reputation as a responsible and ethical company
      and intend to maintain it.




We
      conduct our business activities with honesty, integrity and in full compliance
      with the laws and regulations. Our commitment applies to relationships with
      customers, vendors, competitors, stockholders, auditors and public and
      governmental bodies. Most important, it applies to us all - as employees and
      directors.




All
      Company employees should be aware of our business ethics. That is why we have
      prepared this “Code of Ethics.” It sets forth the fundamental principles and
      basic standards and rules to which the corporation adheres. It is also designed
      to provide you with guidance in areas of business conduct where you may be
      uncertain of our practices. We intend to publicize this Code of Ethics so that
      the marketplace also knows our principles and standards of ethical
      conduct.




You
      should read the code and become familiar with its contents. All of us must
      abide
      by it. This Code of Ethics should be read together with the more detailed
      policies and procedures set forth in our Employee Handbook which employees
      must
      also follow.




If
      you
      have any questions about any aspects of the code, please contact your
      supervisor.









**I.**  **INTRODUCTION**




The
      Board
      of Directors has adopted this Code of Ethics to provide employees, vendors,
      customers, stockholders and members of the general public with an official
      statement of the fundamental principles that govern how Mutual Federal Bancorp,
      MHC, Mutual Federal Savings and Loan Association of Chicago, EMEFES Service
      Corporation and all subsidiaries (the “Company”) conduct themselves in the
      marketplace.




Under
      the
      code, our employees should conduct business for the Company in the full spirit
      of honest, ethical and lawful behavior and should not cause another employee
      or
      non-employee to act otherwise, either through inducement, suggestion or
      coercion.




The
      purpose of this code is to deter wrongdoing and to promote (1) honest and
      ethical conduct, including the ethical handling of conflicts of interest;
      (2) full, fair, accurate, timely and understandable disclosure in our
      reports to regulatory agencies; and (3) compliance with applicable rules and
      regulations. Senior financial officers are required to strictly adhere to this
      Code of Ethics and advocate full compliance by all personnel.




This
      code
      is a pronouncement of our desire to promote exemplary ethical behavior by our
      employees, directors and agents. We expect all our directors, officers and
      employees to promote full compliance with this Code of Ethics.




**Who’s
      Covered**




The
      code
      applies to all directors, officers and employees of the Company. All employees
      of the Company should be familiar with the code. All employees and directors
      will be asked annually to read and sign the code.




**II.**  **CONFLICT
      OF INTEREST**




Employees
      of the Company must avoid situations where their personal interests could
      conflict or appear to conflict with the interest of the Company or its
      stockholders. Conflicts of interest may arise when an individual’s position or
      responsibilities with the Company present an opportunity for personal gain
      apart
      from the normal compensation provided through employment. To help you avoid
      conflicts (and the appearance thereof), the following guidelines have been
      developed. Executive officers and directors of Mutual Federal Savings and Loan
      Association of Chicago should also refer to the Bank’s Conflict of Interest
      Policy for further guidance on avoiding conflicts of interest.




**Use
      of Corporate Funds and Assets**




The
      assets of the Company are much more than our offices, furnishings, equipment,
      cash deposits, corporate funds, computers and pencils. They include customer
      lists and marketing concepts, business strategies and plans, as well as
      information about our business. These assets may not be improperly used to
      provide personal gain for employees. Nor may employees provide others with
      the
      assets of the Company. The theft of money, property or other assets will not
      be
      tolerated.




**Confidential
      Information**




As
      part
      of your job, you may have access to confidential information about the Company,
      our customers, vendors, business partners, competitors and shareholders. Until
      released to the public, this information should not be disclosed to fellow
      employees who do not have a business need to know or to non-employees for any
      reason, except in accordance with established corporate procedures.
      Confidential




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information
      of this sort includes information or data on products, business strategies,
      acquisitions, new branch locations, customer information, corporate manuals,
      processes, systems, procedures, financial information etc. Much of the financial
      information we have about customers is subject to their legal rights to privacy
      and our privacy and confidentiality policies must be strictly adhered to
      preserve these rights. The duty to protect the confidences of the Company and
      our customers includes avoiding not only intentional disclosures but also taking
      care to avoid unintentional or indirect disclosure.




**Personal
      Financial Gain**




·
            Directors
                and employees should avoid any outside financial interest that might
                interfere with or unduly influence their corporate decisions or actions
                on
                behalf of the Company. This does not prohibit investments in or
                relationships with other companies that compete with or do business
                with
                the Company so long as the investment or relationship does not interfere
                with the director or employee’s exercise of independent judgment in
                fulfilling responsibilities to the Company.




·
            Insider
                trading in the capital stock of any publicly traded subsidiaries
                or
                tipping non-public material information about any publicly traded
                subsidiaries to others is a violation of law and is prohibited. All
                executive officers and directors are expected to abide by the insider
                trading policy of any such publicly traded subsidiary and to comply
                with
                trading restrictions that are in place under its insider trading
                policy
                from time to time.




If
      you
      feel you may have a conflict of interest due to your non-Company investments,
      you should seek guidance from your supervisor or the senior officer designated
      as the Company’s Ethics Officer.




**Outside
      Activities**




Employees
      should avoid outside employment or activities that would have a negative impact
      on their job performance with the Company, or which are likely to conflict
      with
      their obligations to the Company. No employee may engage in personal activities
      that conflict with the best interests of the Company. An employee who performs
      work for a company with which we do business or compete must disclose that
      interest or work to his/her supervisor.




**Corporate
      Opportunities**




All
      business opportunities for personal investment that come to the attention of
      any
      employee, officer or director of the Company that in any way relates to the
      business strategy of the Company or any of its subsidiaries are considered
      “corporate opportunities”. Each employee, officer and director is prohibited
      from using his or her position for inappropriate gain, which would include
      appropriating for themselves, or any for any affiliate or family members,
      business opportunities that properly belong to the Company, whether or not
      the
      opportunities are discovered through the performance of duties to the
      Company.




**III.**  **COMPLIANCE
      WITH LAWS**




In
      fulfillment of their responsibilities to the Company, all employees and
      directors are required to conduct themselves in a professional and ethical
      manner to promote the Company’s compliance with laws of federal, state and local
      governments applicable to the Company as well as the rules and regulations
      of
      private and public regulatory agencies having jurisdiction over the Company.
      Employees must comply with the policies and procedures set forth in the Employee
      Handbook. These policies and procedures have been designed to ensure compliance
      with laws and regulations.




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**IV.DEALING
      WITH VENDORS
      AND CUSTOMERS**




The
      following guidelines are intended to help all employees make the appropriate
      decision in potentially difficult or confusing situations.




**“Kickbacks”
      and Rebates**




The
      extension of loans and purchases or sales of products and services must not
      lead
      to employees, directors or their families receiving personal kickbacks, rebates
      or other payments regardless of form, whether in money, property or services,
      nor may any employee or director accept any form of kickback, rebate or other
      illicit payments of any kind from a customer or vendor on behalf of the
      Company.




**Gifts
      and Entertainment**




To
      avoid
      both the reality and the appearance of improper relations with vendors or
      customers, the following standards will apply to receipt of gifts and
      entertainment by directors and employees and members of their immediate
      family:




***Gifts***




·
            You
                may not accept gifts of money under any circumstances nor may you
                solicit
                non-money gifts, gratuities, or any other personal benefit or favor
                of any
                kind from any business, firm or individual doing or seeking to do
                business
                with the Company.




·
            Employees
                and members of their immediate families may accept unsolicited, non-money
                gifts from a business firm or individual doing or seeking to do business
                with the Company only if: (1) the gift is of nominal intrinsic value;
                (2) the gift is advertising or promotional material; or (3) the
                gift otherwise complies with our policies that require reporting
                and
                approval in certain circumstances. Under our policy, gifts with greater
                than nominal value must be reported to the President, or other designated
                officer, who will report to the Board of Directors as
                appropriate.




***Entertainment***




·
            Employees
                may not encourage or solicit entertainment from a business, firm
                or
                individual doing or seeking to do business with the Company. From
                time to
                time, employees may offer and/or accept meals, invitations to athletic
                events and other entertainment, but only if the entertainment is
                of
                reasonable value and in accordance with applicable Company
                policies.




**Payments
      to Brokers, Agents, Consultants**




Agreements
      with brokers, agents, sales representatives, and consultants must be in writing
      and must clearly and accurately set forth the services to be performed, the
      basis for earning the commission or fee involved, and the applicable rate or
      fee. Payments must be reasonable in amount and commensurate with the value
      of
      services rendered.




**V.**  **FINANCIAL
      BOOKS AND RECORDS**




False
      or
      artificial entries shall not be made in the books or records of the Company
      for
      any reason; to do so may result in criminal and/or civil penalties to the
      corporation and/or employee. No employee may engage in an arrangement that
      in
      any way may be interpreted or construed as misstating or otherwise concealing
      the nature or purpose of any entries in the financial books and records of
      the
      Company. Company policies are intended to promote full, fair, accurate, timely
      and understandable disclosures in




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reports
      and documents filed with, or submitted to, regulatory agencies and in the
      Company’s public statements and all other regulatory filings.




**Falsification
      of Records**




No
      payment or receipt on behalf of the Company may be approved or made with the
      intention or understanding that any part of the payment or receipt is to be
      used
      for a purpose other than that described in the documents supporting the
      transaction. “Slush funds” or similar funds or accounts where no accounting for
      receipts or expenditures is made on the Company’s books are strictly
      prohibited.




**Retention
      of Records**




All
      employees must comply with the Company’s records retention policies applicable
      to their area of operations. Destruction, concealment or falsification of any
      documents required by law to be retained is strictly prohibited.




**VI.**  **FAIR
      DEALING**




All
      employees and directors of the Company must uphold the highest standards of
      fair, honest and ethical conduct in all business dealings with customers, with
      other employees, with vendors, partners and competitors, with stockholders
      and
      with the general public.




**Information
      About Competitors**




In
      business, it is inevitable that the Company and its competitors will meet and
      talk from time to time. This is neither against the law nor to be avoided.
      What
      must be avoided, at all costs, is collaboration with competitors in violation
      of
      the law on such things as pricing, marketing, product design, sales territories
      and goals, and proprietary or confidential information.




As
      a
      vigorous competitor in the marketplace, we seek economic knowledge about our
      competitors. However, we will not engage in illegal or improper acts to acquire
      a competitor’s pricing lists, marketing plans, customer lists, employee lists,
      financial data, information about company facilities, expansion plans or
      operations. In addition, we do not hire competitors’ employees for purposes of
      obtaining confidential information or urge competitive personnel or customers
      to
      disclose confidential information.




**VII.**  **POLITICAL
      ACTIVITIES AND CONTRIBUTIONS**




The
      Company encourages each of its employees to be good citizens and to fully
      participate in the political process. Employees should, however, be aware that:
      (1) federal law prohibits the Bank from contributing to political
      candidates, political parties or party officials; and (2) employees who
      participate in partisan political activities must make every effort to ensure
      that they do not leave the impression that they speak or act for the Company
      or
      the Bank.




**VIII.**  **COMPLIANCE**




**Board
      of Directors**




The
      Board
      of Directors is responsible for assuring that the business of the Company is
      conducted in accordance with this Code of Ethics. The Board will assure that
      the
      legal rights of individuals are protected, that the Company’s legal obligations
      are fulfilled and that proper disciplinary and legal action is taken if
      violations occur. The Board will also see that corrective measures and
      safeguards are instituted to prevent recurrence of violations.




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**Ethics
      Officer**




The
      Board
      of Directors will designate a senior officer of the Company to serve as the
      Ethics Officer. Employees should contact the Ethics Officer at
      (773) 847-7747 for guidance regarding any questions about this code or
      about fulfilling responsibilities under this code.




**Reporting
      of Violations**




As
      a
      Company employee, you are expected to report without delay all unethical,
      dishonest or illegal activities or financial improprieties by other employees,
      to your supervisor (unless implicated in the suspect activity) or to the Ethics
      Officer at (773) 847-7747. Concerns regarding questionable accounting,
      internal accounting controls or auditing matters should be reported to the
      Audit
      Committee Chairman at (773) 847-7747. Employees are also encouraged to
      contact directly the Chief Executive Officer or Chief Financial Officer with
      any
      concerns about wrongdoing or questionable practices of any kind within the
      Company.




Failure
      to report such information is a violation of the code as is the submission
      of
      facts which are known to be false. Submission of code violations may be in
      person or in writing to any of the above mentioned persons - preferably in
      writing - containing a description of the factual basis for the allegations
      (e.g., documents, events, meetings) and be signed.




**No
      Retaliation**




It
      is a
      serious code violation, and a violation of law, for any Company manager to
      initiate or encourage reprisal action against an employee or other person who
      in
      good faith reports known or suspected code violations. Retaliation will not
      be
      tolerated.




**Penalties**




Violations
      of this Code of Ethics are a serious matter and will be the basis for
      disciplinary action, including reprimand, loss of compensation, seniority or
      promotional opportunities, demotions or discharge.




**Officers
      and Managers**




All
      officers and managers are responsible for reporting any actual or alleged
      material code violations and any potential wrongdoing or financial
      improprieties. All officers and managers are also responsible for reviewing
      this
      code with each of their employees and ensuring that it is countersigned annually
      and placed in the employee’s personnel file. New employees shall read and sign
      the code upon employment.




**Request
      for Waivers and Changes in Code of Ethics**




Waivers
      to this Code of Ethics, if any, for directors or officers may only be granted
      by
      the Board of Directors of the Company. Any waivers of code provisions for
      directors or executive officers may in the future be required to be publicly
      disclosed in accordance with applicable requirements. In addition, it may become
      necessary to publicly disclose any changes to this Code of Ethics in the
      future.




**IX.**  **EMPLOYEE
      STATEMENT**




I
      acknowledge having received a copy of the Company Code of Ethics. I have read
      it
      completely and reviewed it with my immediate supervisor.




I
      understand how the code applies to me and agree to fully comply with each of
      its
      provisions.




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I
      understand that any questions or comments I have regarding the Code of Ethics
      should be directed to the Ethics Officer.




I
      understand that the code is not intended to set forth either express or implied
      contractual obligations of the Company. The Company retains the right to change
      the provisions of this code at any time.




Employee
                Name: _______________________________________
              (Please
                Print)Employee
                Signature: ____________________________________Date:
                ________________________________________________Supervisor’s
                Name: _____________________________________Supervisor’s
                Signature: __________________________________Date:
                ________________________________________________Ethics
                Officer for Mutual Federal Bancorp, MHC and its subsidiaries
              
              Signature:
                ____________________________________________
              
              Date:
                ________________________________________________




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