EXHIBIT 14.1

Rome Bancorp, Inc.

Code of Conduct and Ethics 

Policy Statement

It is the policy of Rome Bancorp, Inc. and each of itsaffiliates ("the Company") that the Company's affairs shall be conducted inaccordance with the highest standards of integrity and business ethics. TheCompany is committed to conducting its business in strict accordance with allapplicable federal, state and local laws and regulations consistent with thehighest standards of ethical business conduct. All directors, officers andemployees of the Company are obligated to conduct themselves in a lawful andethical manner and must not compromise these standards under any circumstances.

Each person has an affirmative duty to promote and advance theinterests of the Company. Each person has a fundamental duty to avoid placinghim or herself in a position which creates, or which leads to, or could lead to,a conflict of interest or the appearance of a conflict of interest.

The Company requires ethical behavior of its directors,officers and employees. Officers and employees are encouraged to talk with theirsupervisor, manager or other appropriate personnel when in doubt about a bestcourse of action in a particular situation from an ethical perspective. Officersand employees are also encouraged to report violations of laws, regulations orthis Code of Conduct and Ethics ("Code") using the processes described in thisCode. The Company will not permit retaliation against any individual for reportsmade in good faith.

Purpose

The Board of Directors of the Company has adopted this Codeto:

Promote honest and ethical conduct, including fair dealing and the ethical  handling of conflicts of interest;  
- Promote full, fair accurate, timely and understandable disclosure;       Promote compliance with applicable laws and governmental rules and  regulations;  Ensure the protection of the Company's legitimate business interests,  including corporate opportunities, assets and confidential information; and  
- Deter wrongdoing.   
The purpose of this Code is to provide a framework for theconduct expected of all officers, directors and employees of the Company. It isexpected that all such persons shall be familiar with the Code and that suchpersons will not violate the specific guidelines nor conduct themselves in anymanner which violates the spirit of the Code.

HONEST AND CANDID CONDUCT

All directors, officers and employees owe a duty to the Companyto act with integrity. Integrity requires, among other things, being honest andcandid. Deceit and subordination of principle are inconsistent withintegrity.

All directors, officers and employees must:
Act with integrity, including being honest and candid while still  maintaining the confidentiality of information where required or consistent  with the Company's policies;  
- Act in good faith, responsibly, with due care, competence and diligence,  without misrepresenting or omitting material facts or allowing independent  judgment to be compromised;       Observe both the form and spirit of laws and governmental rules and  regulations, accounting standards and Company policies; and  Adhere to a high standard of business ethics.  

Senior management of the Company shall:
Encourage and reward professional integrity in all aspects of the  Company's finance and accounting departments, by eliminating inhibitions and  barriers to responsible behavior, such as coercion, fear or reprisal, or  alienation from the Company itself; and  
- Provide a mechanism for members of the finance and accounting departments  to inform senior management of deviations in practice from policies and  procedures governing honest and ethical behavior.   

Conflicts of Interest

General Policy - All directors, officers and employees ofthe Company, or persons who have the power to direct the Company's management orpolicies or who otherwise owe a fiduciary duty to the Company, shall not advancetheir own personal or business interests, or those of others with whom suchpersons have a personal or business relationship, at the expense of the Companyor in conflict with any obligation owed to the Company. 

These persons have a fundamental duty to avoid conflicts ofinterest or potential conflicts of interest with the Company. For example,directors and employees may refer potential borrowers to The Rome Savings Bank(the "Bank") but must not imply to either the Bank staff or the borrower thatpreferential treatment will be given. 

The following additional examples of conflicts are provided toclarify the scope of this Code provision, but are not intended to describe allsituations that might be covered by this provision:
A person who owes a fiduciary duty to the Bank receives money or other  benefits from a third party in return for the Bank granting a loan to or  purchasing property from the third party;  
- A third party makes a payment or provides employment to a spouse, child,  parent, sibling or business partner of an officer, director, employee or  affiliated person of the Company to influence the Bank's decision on a loan or  other benefit to the third party;       An officer, director, employee or other person who owes a fiduciary duty  to the Company advocates a transaction between the Bank and a company in which  such person owns stock or serves as an officer or director, at the expense of  the Company.    It is impossible to outline every factual circumstanceinvolving the possible application of this policy. Every position in the Companyinvolves a degree of trust and responsibility which would be compromised if anemployee were to solicit or receive personal advantage by reason of his/herposition in the Company or by reason of the Company's relationship with aclient, customer or supplier. What is required is a constant awareness of thepolicy and the exercise of good judgment in each particular situation. 
Affiliated Persons - For purposes of the Code,*affiliated person* includes a director, officer or controlling person ofthe Company, or a member of the immediate family of such person, as well as anycompany controlled by such person. Immediate family member includes a spouse,father, mother, children, brothers, sisters and grandchildren; the father,mother, brothers and sisters of such person's spouse; and the spouse of a child,brother or sister of such person.

Questions Regarding the Code - Directors, officers andother employees should address any questions about their responsibilities underthis Code to their supervisor or the ethics compliance officer designated by theNominating/Corporate Governance Committee of the Board of Directors toadminister this Code ("Compliance Officer"). 

Report All Conflicts - In the event that a situation ariseswhich is or appears to be a conflict, the person(s) involved must report thesituation to their immediate supervisor or the Compliance Officer in accordancewith the procedures described under Code Administration and Enforcement. 

Policies Related to the Conflicts of Interest Policy - 

Receipt of Gifts and Related Items - No director, officeror employee of the Company shall seek or accept, directly or indirectly, anygift, other than a nominal gift, from any individual, corporation or otherbusiness entity doing or seeking to do business with the Company, or participatein a transaction with an affiliated person, without the prior disclosure to andapproval of the Company, as provided in this Code. Any director, officer oremployee who is offered or receives a gift from a customer must disclose thatfact to his/her immediate supervisor or the Compliance Officer for adetermination as to whether the director or employee may retain the giftconsistent with applicable laws and the provisions of this Code.

Business with Affiliates and Relatives - Employment of theCompany by other parties, especially those with a relationship the Company, orthe making of any gift or provision of any service to the Company to influencethe Company's decision whether to employ an immediate family member of suchperson is prohibited. No directors, officers or other employees of the Companyshall conduct the Company business with any corporation or other business entityin which he/she or any of his/her relatives has an ownership or other interestwithout the prior approval of the Company.

Borrowing from a Client or Customer - No director, officeror employee of the Company shall borrow money or any other item of more thannominal value from any present or potential client, customer or supplier of theCompany without the prior approval of the Company.

Compensation - Compensation to directors and employees ofthe Company must not exceed what is reasonable and commensurate with theirindividual duties and responsibilities.

Separate Identities - The Company and each affiliate shallmaintain separate corporate identities. Each affiliate shall maintain accounts,bookkeeping, insurance policies and other aspects of its operations separatefrom those of the Company, and in other respects present itself to the public asan entity separate from the Company.

Usurpation of Corporation Opportunity - Neither anaffiliate of the Company or any of its officers or directors, may usurp anycorporate opportunity that properly belongs to the Company, unless the board ofdirectors knowingly elects not to avail itself of such opportunity and suchperson's participation is approved in advance by the board. 

Usurpation of a corporate opportunity involves taking advantageof an opportunity that the Company may without any legal or other impediment,undertake for its own benefit. This includes (a) taking for themselvespersonally opportunities that are discovered through the use of corporateproperty, information or position; (b) using corporate property, information orposition for personal gain; and (c) competing with the company. Usurpation of acorporate opportunity is deemed to be a breach of fiduciary duty. If anaffiliate of the Company is deemed to have usurped a corporate opportunity ofthe Company, the usurping affiliate shall immediately disgorge all profitsgained to the Company.

In addition, it is the policy of the Company that all of itsaffiliates, including directors and officers, take all steps necessary to avoidthe appearance of usurping a corporate opportunity. No director or executiveofficer may appropriate a corporate opportunity, without the consent of theBoard.

Referrals between Affiliates - Any referral arrangementsbetween the Company Bank and an affiliate shall comply with Section 23B of theFederal Reserve Act, and its implementing regulations, all regulatory policiesgoverning uninsured product sales by affiliates, and any applicable anti-tyingrestrictions under federal banking law and regulations, and should be fullydisclosed to customers.
**PERSONAL FINANCES AND TRANSACTIONS WITH the Company

General - All directors, officers and employees areexpected to conduct their personal affairs in a manner which does not jeopardizethe Company's standing in the community. While the Company has the utmostrespect for the privacy and other personal rights, the Company also realizesthat the improper handling of personal finances could undermine the credibilityof an employee or director and that a precarious financial position could bethought to influence actions or judgments of such persons in their officialcapacity. Accordingly, it is the Company's policy to encourage all directors,officers and employees of the Company to manage their personal finances in amanner that (a) will not undermine their credibility with respect to the Companyor its business, (b) will not have a detrimental affect on the exercise of theirjudgment on the Company-related business matters and (c) will not otherwiseadversely affect or influence their conduct or actions made in their officialcapacity. 

Any loan or other transaction described in this sectioninvolving an officer, director, employee, affiliate or affiliated person of theCompany must receive the prior approval of the Company in accordance with theprocedures under Code Administration and Enforcement. If the transactioninvolves a director, the Board of Directors must approve the transaction withthe interested director abstaining from the vote.

Loans from the Company - It shall be unlawful for theCompany, directly or indirectly, including through any subsidiary to extend ormaintain credit, to arrange for the extension of credit, or to renew anextension of credit in the form of a personal loan to or for any director orexecutive officer unless permitted by law. An extension of credit maintained bythe Company on July 31, 2002 shall not be subject to this provision providedthat there is no material modification to any term of any such extension ofcredit on or after that date. Provided, however, that this restriction does notapply to any loan made or maintained by the Company Bank, if the loan is subjectto the insider lending restrictions of section 22(h) of the Federal Reserve Act,and its implementing regulations. Among other things, these regulations requirethat specified transactions be on terms and under circumstances, includingcredit standards, that are substantially the same, or at least as favorable tothe Company Bank, as those prevailing for comparable transactions withunaffiliated persons and companies. All loans with affiliates or affiliatedpersons of the Company must comply with applicable individual loan and aggregateloan limitations.

Other Transactions Involving Directors, Officers, Employees,Affiliates and Affiliated Persons - Purchasing assets or services from theCompany and selling assets or services to the Company are prohibitedtransactions without the prior approval of the Company.

Reimbursement of Employee Expenses - No director, officeror employee shall use the Company's petty cash or other funds on hand forpersonal uses. All expenses incurred during the course of business must conformto the Company's Employee-Related Expense Policy. The Company will only supportmemberships in those organizations as outlined in the aforementionedpolicy.
**BOARD CONSIDERATION OF TRANSACTIONS BY MANAGEMENT

As stated above, an individual shall not advance their ownpersonal or business interests, or those of others with whom they have apersonal or business relationship, at the expense of the Company. If suchofficer or director has an interest in a matter or transaction before the boardof directors, such individual must disclose to the board all materialnonprivileged information relevant to the board's decision on the matter ortransaction, including: (a) the existence, nature and extent of their interest;and (b) the facts known to the individual as to the matter or transaction underconsideration. The individual shall also refrain from participating in thediscussion of the matter or transaction and recuse himself from voting on thematter or transaction (if such individual is a director).

If the matter or transaction is approved by the board, it mustalso be approved by the Audit Committee in accordance with the charter of theAudit Committee.
**CONFIDENTIALITY

Prohibition on Disclosure and Use - Any informationregarding the Company's business (defined herein as "Confidential Information")is confidential, must not be released to the public (except as authorizedherein) and must not be used for the personal gain or purposes of any individualor group. Confidential Information includes, but is not limited to, customeraccount information and proprietary information about the business of theCompany or its affiliates, including what is commonly known as "insider"information. Directors, officers and other employees should consult with theCompliance Officer or independent legal counsel with any questions regardingwhether specific information is insider information.

All directors, affiliated persons, persons owing a fiduciaryduty, officers and other employees of the Company or any of its affiliates areprohibited from disclosing or releasing any Confidential Information in thepossession of the Company. Confidential Information may be disclosed only asfollows: (1) to public agencies regarding the scope of activity of theemployee's department (e.g., financial and/or lobbying reports required understate or federal law); (2) to investigative agencies, after notification to andreceipt of the concurrence of legal counsel of the Company; or (3) as requiredby law, e.g., subpoena, only after notification to and receipt of theconcurrence of legal counsel of the Company. 

Such persons may not buy or sell, directly or indirectly, orthrough family members, friends or otherwise, any securities of the Companywhile in possession of insider information. In addition, such persons may notreveal any such information to family members or friends who may act upon suchinformation in purchasing or selling securities of the Company or any of itsaffiliates. 

Such persons should refer to the Company's securities tradingpolicy for guidance on trading securities of the Company or any of itsaffiliates in compliance with applicable laws and regulations, regardless ofwhether any trading of such securities would be on the basis of insiderinformation.
**The improper disclosure or use of Confidential Informationconcerning the Company or anyone with whom we deal with may jeopardize theCompany's financial well-being and standing in the community and could subjectthe person responsible for the improper disclosure or misuse of information tocivil and criminal prosecution and penalties, including imprisonment andfines.
**OUTSIDE EMPLOYMENT AND OTHER ACTIVITIES**
Outside Employment - All directors, officers and employeesof the Company shall consult with their immediate supervisor or the ComplianceOfficer before accepting any directorship, officership, offer of outsideemployment, etc. in an outside corporation or other business entity, especiallywhere the corporation or entity does business or is likely to do business withthe Company. 

All directors, officers, employees and affiliated persons ofthe Company and its affiliates shall manage their outside employment and otheractivities in accordance with all applicable laws, regulations and policystatements, including policies prohibiting the usurpation of corporateopportunities. This regulation provides, among other things, that officers,directors, and other persons who have the power to direct the management orpolicies of a savings association, or otherwise owe a fiduciary duty to asavings association, may not take advantage of corporate opportunities belongingto the Company. 

Political Activities - the Company shall not make politicalcontributions. The Company's premises and property shall not be used for anyform of electioneering. Directors, officers and employees may, however,participate and/or contribute to the political process as concerned individuals,through means which would include voting and the contribution of their own timeand money, and participation in or contributions to political actioncommittees.

Civic Activities - the Company accepts responsibility as amember of the communities in which our offices are located to contribute toprograms for civic, cultural and social betterment. Directors, officers andemployees are encouraged to exercise the rights and duties of citizens and toparticipate in local, civic and charitable activities. In some cases, however,it is improper for a an officer, director or employee to serve as a member,director, officer or employee of a municipal corporation, agency, school board,library board or similar organization. All officers, directors and employeesshould consult with the Compliance Officer before engaging in any outsideactivity that is likely to present a conflict under this Code or interfere withthe performance of any duties owed to the Company. It should be clear whetherthe employee or director is acting as a representative of the Company or intheir individual capacity.
**SAFEGUARDING OF ASSETS AND INSTITUTIONAL PROPERTY

It is the responsibility of all employees, officers anddirectors of the Company to safeguard the property and assets of the Company.Damaging the Company's or a customer's property or records or violating theconfidentiality of such records is prohibited. Theft, carelessness and wastehave a direct impact on the Company's profitability. All property and assets ofthe Company should only be used for legitimate corporate purposes. Internalaccounting controls, record keeping policies, securities and investmentpolicies, loan policies and underwriting standards and auditing policies havebeen established and disseminated by the Company to meet its business needs aswell as the requirements of applicable laws and regulations. Any questionsshould be directed to the Compliance Officer. 
**PRESERVATION AND ACCURACY OF RECORDS

Whenever an employee, officer or director becomes aware of aninvestigation which affects the Company, he or she shall immediately notify theCompany's President and Chief Executive Officer. Notwithstanding the Company'srecords retention guidelines, under no circumstances shall any records known tobe the subject of, or germane to, any anticipated, threatened or pending lawsuit or governmental or regulatory investigation or case filed in bankruptcy, beremoved, concealed or destroyed. For purposes of this section, "records" meansany of hard copy, paper documents and electronic records, including but notlimited to, e-mail, voicemail, and the contents of hard discs. Furthermore, allaudit and audit review work papers shall be retained as required, in accordancewith the rules promulgated by the Securities and Exchange Commission ("SEC")under the Sarbanes-Oxley Act of 2002.

Officers and employees shall always adhere to establishedaccounting rules and audit controls. All records shall accurately reflecttransactions in a timely manner. Incorrect or misleading entries shall becorrected immediately. Falsification of records or transactions shall be groundsfor termination.

In accordance with the rules promulgated by the SEC under theSarbanes-Oxley Act of 2002, it shall be unlawful for any officer or director ofthe Company or any other person acting under the direction thereof, to take anyaction to fraudulently influence, coerce, manipulate, or mislead any independentpublic or certified accountant engaged in the performance of an audit of theCompany's financial statements for the purpose of rendering such financialstatements materially misleading.
**FAIR DEALING

Each officer and employee must endeavor to deal fairly with theCompany's customers, suppliers, competitors and other employees. No officer oremployee shall take unfair advantage of anyone through manipulation,concealment, abuse of privileged or confidential information, misrepresentationof material fact, or any other unfair-dealing practice.
**COMPLIANCE WITH LAWS AND REGULATIONS

All directors, officers and employees of the Company shallcarry out their responsibilities in accordance with all applicable laws,regulations and policy statements, including all applicable federal and statecriminal laws governing fraud, bribery, embezzlement, conversion and conflictsof interest. Officers and directors must conduct their business affairs in amanner consistent with applicable safety and soundness standards and therequirements of this Code.

It is against Company policy and in many circumstances illegalfor a director, officer or employee to profit from undisclosed informationrelating to the Company or any other company. Any director, officer or employeemay not purchase or sell any of the Company's securities while in possession ofmaterial non-public information relating to the Company. Also, any director,officer of employee may not purchase or sell securities of any other companywhile in possession of any material non-public information relating to thatcompany. Any director, officer or employee who is uncertain about the legalrules involving a purchase or sale of any Company securities or any securitiesin companies that he or she is familiar with as a result of his or her work forthe Company, should consult with the Compliance Officer or with his or her ownlegal advisor before making any such purchase or sale.
**DISCLOSURE

Each director, officer and employee who is involved in theCompany's disclosure process is required to be familiar with and comply with theCompany's disclosure controls and procedures and internal controls overfinancial reporting, to the extent relevant to his or her area ofresponsibility, so that the Company's public reports and documents filed withthe SEC comply in all material respects with the applicable federal securitieslaws and SEC rules. In addition, each such person having direct or supervisoryauthority regarding these SEC filings or the Company's other publiccommunications concerning its general business, results, financial condition andprospects should, to the extent appropriate within his of her area ofresponsibility, consult with other Company officers and employees and take otherappropriate steps regarding these disclosures with the goal of making full,fair, accurate, timely and understandable disclosure.

Each director, officer or employee who is involved in theCompany's disclosure process, must:
Familiarize himself or herself with the disclosure requirements applicable  to the Company as well as the business and financial operations of theCompany.  
- Not knowingly misrepresent, or cause others to misrepresent, facts about  the Company to others, whether within or outside the Company, including to the  Company's independent auditors, governmental regulators and self-regulatory  organizations.       Perform responsibilities with a view to causing reports and documents  filed with, or submitted to the SEC and in other public communications made by  the Company, to contain disclosure of information which is full, fair,  accurate, timely and understandable.  Properly review and critically analyze proposed disclosure for accuracy  and completeness (or, where appropriate, delegate this task to others).  
**CODE ADMINISTRATION AND ENFORCEMENT

Administration Responsibility - The Audit Committee isresponsible for administering and enforcing this Code, conducting Code-relatedtraining, maintaining all Code-related records and investigating and resolvingall *Code-related matters*.
*Code-related matters include, but are not limited to,conflicts, receiving or giving gifts, conducting business with affiliates oraffiliated persons, borrowing from a customer, client or supplier, taking loansfrom or conducting other transactions with or involving the Company oraffiliated persons, purchasing or selling assets to or from the Company oraffiliated persons and outside employment (including certain civic activities),all as described in this Code, and any questions regarding the scope of thisCode or compliance herewith including any violations or alleged violations ofany provision of this Code.****
Responsibility to Report Code-Related Matters - All personssubject to this Code must report Code-related matters in accordance with theprocedures set forth herein. All officers and employees must promptly makereports of any Code-related matters to their immediate supervisor or to theCompliance Officer. All supervisors receiving such reports must promptly advisethe Compliance Officer, even if such supervisor has reason to believe that theCompliance Officer has already been advised. The President of the Company, theChairman of the Board of Directors and each director of the Company mustpromptly make reports of any Code-related matters to the ComplianceOfficer.

General Procedures for Resolving All Code-Related Matters -If the Compliance Officer is unable to promptly resolve a Code-related matterconsistent with this Code and applicable laws and regulations, the ComplianceOfficer shall promptly confer with the Audit Committee. If the ComplianceOfficer and the Audit Committee are unable to promptly resolve the matter totheir mutual satisfaction consistent with this Code and applicable laws andregulations, the Compliance Officer and the Audit Committee shall promptlyconfer with the Chairman of the Board of Directors to determine a mutuallysatisfactory resolution. The Chairman of the Board of Directors may confer withthe full Board of Directors on any Code-related matter.

Permissible Transactions with the Company and Other Matters NotInvolving a Code Violation - The Compliance Officer shall promptly reviewall reports of Code-related matters seeking the Company's permission to conducta permissible transaction or involving any other matter not apparently involvingor alleging a violation of any Code provision. The Compliance Officer shallconfer with the appropriate officers of the Company to determine if therequested transaction or other matter complies with all applicable laws,regulations and policies. If deemed necessary by the Compliance Officer, theCompliance Officer shall seek the advice of legal counsel to the Company. TheCompliance Officer or his or her designee shall promptly advise the filer of therequest as to the Company's determination.

Investigation and Resolution of All Code Violations - TheCompliance Officer shall promptly investigate all violations or allegedviolations of any provision of this Code (a violation or alleged violation ofthis Code is referred to as "Code Violation"). Where deemed appropriate by theCompliance Officer, the Compliance Officer shall promptly report any CodeViolation to the Audit Committee of the Board of Directors and with anyrecommendations for resolution, in accordance with the investigation andreferral procedures described herein. Upon learning of a Code Violation, theCompany, through the Compliance Officer or other employee, will take appropriateaction to resolve the Code Violation. Such resolution may involve disciplinaryactions or other sanctions including termination of employment. The Companyshall take all reasonable steps to respond to any offense and prevent itsrecurrence.

Investigation and Referral Procedures for Code Violations -Any report of a Code-related matter involving a Code Violation shall promptly beinvestigated by the Compliance Officer (or his or her designee approved by thefull Board of Directors). To encourage employees to fulfill their obligations tothe Company, a procedure has been established under which any director oremployee, suspecting that a Code Violation has been or is being committed, mayreport the facts in a manner that will safeguard the person's identity to thefullest extent practicable and protect the reporting person against retribution.The procedure for making such a report is as follows: 

1. Any person who becomes aware of a past or present CodeViolation shall promptly report the facts and circumstances to his or herimmediate supervisor, or to the Compliance Officer. If a supervisor has beenadvised of a Code Violation, the supervisor shall promptly report the matter tothe Compliance Officer. 

2. The Compliance Officer (or his or her designee approved bythe full Board of Directors) shall promptly conduct an investigation into thereported Code Violation without disclosing the identity of the reporting personand prepare a report that will not identify the reporting person. The ComplianceOfficer shall also present the facts and circumstances in the report in a mannerthat will protect, to the greatest extent possible, the anonymity of thereporting person without omitting material details. Where a violation of law isalleged or appears possible based on the facts and circumstances reported, theCompliance Officer shall promptly consult with the Company's legal counsel instrict confidence. 

3. The Compliance Officer shall promptly resolve the CodeViolation consistent with this Code and applicable laws and regulations.

4. If the Compliance Officer is not able to promptly resolvethe Code Violation, the Compliance Officer shall promptly confer with the AuditCommittee of the Company and provide the Audit Committee with a copy of theinvestigation report. The Compliance Officer and the Audit Committee shallpromptly verify the conclusions in the investigation report, if necessary, andresolve the Code Violation consistent with this Code and applicable laws andregulations.

5. If the Compliance Officer and the Audit Committee are notable to promptly resolve the Code Violation to their mutual satisfaction, theCompliance Officer and the Audit Committee shall promptly confer with the fullBoard of Directors and provide a copy of the investigation report. TheCompliance Officer, Audit Committee and the Board of Directors shall promptlyverify the conclusions in the investigation report, if necessary, and resolvethe Code Violation consistent with this Code and applicable laws andregulations.

6. The Compliance Officer or any other person selected by theAudit Committee, in consultation with the Nominating/Corporate GovernanceCommittee and the Board of Directors, shall promptly disclose any allegedimpermissible, illegal or criminal conduct to all applicable federal or stateregulatory and law enforcement agencies with jurisdiction over the matter in amanner that will ensure confidentiality and protect all applicable privileges tothe greatest extent practicable. The Company shall fully cooperate with suchauthorities to bring those responsible for the impermissible, illegal orcriminal conduct to justice.

7. In the event that legal proceedings are brought, thereporting person may be required to be formally interviewed and to testify, justas any other person having knowledge of the relevant facts and circumstanceswould be required. However, the Company shall protect the identity of thereporting person to the greatest extent practicable.
**Directors, officers or employees who willfully fail to report aCode Violation or who fail to cooperate in an investigation of a Code Violationwill be subject to disciplinary action, possibly including termination ofemployment.

Request for Waivers - A waiver of a provision of this Codeshall be requested whenever there is a reasonable likelihood that a contemplatedaction will violate the Code. The procedure for requesting a waiver is asfollows:

If the request under consideration relates to an executiveofficer or director, the determination with respect to the waiver shall be madeby the Audit Committee, in consultation with the Compliance Officer as the AuditCommittee deems appropriate, and submitted to and approved by the Board.

If the request under consideration relates to any otheremployee, the determination shall be made by the employee's immediatesupervisor, in consultation with the Compliance Officer unless such request isquantitatively or qualitatively material or outside the ordinary course ofbusiness, in which case such determination shall be made by the AuditCommittee.

The decision with respect to the waiver request shall bedocumented and forwarded to the Compliance Officer for filing and retention,with a copy to the Audit Committee.

All waivers of this Code (other than those approved by theAudit Committee) shall be promptly reported by the Compliance Officer to theAudit Committee. 

Waivers will not be granted except under extraordinary orspecial circumstances.

To the extent determined to be required or appropriate by theCompany's Board of Directors in consultation with the Compliance Officer and/orthe Company's legal counsel, waivers shall be publicly disclosed on a timelybasis, including pursuant to applicable securities laws and stock exchangelisting requirements.

Sanctions for Code Violations - Failure to comply with thepolicies in this Code will result in disciplinary action, ranging from areprimand to dismissal and possible civil and criminal prosecution. Disciplinaryactions will be pursued by the Company against all of the following: (a) anydirector or employee violating this Code; (b) any director or employeedeliberately withholding information regarding a Code Violation; (c) the manageror supervisor of a person who has committed an act under (a) or (b), incircumstances where such violation reflected poor supervision or lack ofdiligence; and (d) any director or employee who retaliates, directly orindirectly, against any employee who reports a suspected Code Violation. Inaddition, Code Violations may expose the offending director or employee and theCompany to monetary damages, regulatory penalties and criminal sanctions. theCompany will ensure that all disciplinary actions taken to enforce this Code areapplied consistently and in accordance with all applicable laws and regulations.
**CODE-RELATED TRAINING

In addition to discharging the responsibilities describedelsewhere in this Code, the Compliance Officer shall:
Ensure that copies of this Code are distributed to all existing and newly  hired or appointed officers, directors and employees of the Company and all  existing and newly hired or appointed directors and officers of the Company's  affiliates. The Compliance Officer also shall ensure that all compliance  materials related to this Code are distributed to all existing and newly hired  management, administrative and professional personnel of the Company and its  affiliates.  
- Develop, review and, as required, update on a continuing basis this Code  and any related compliance programs and policies.       Assist in the formulation and review of auditing procedures to confirm  compliance with this Code.   
INITIAL AND PERIODIC REVIEW AND CERTIFICATION OF COMPLIANCE

The Company will maintain a copy of this Code as part of itspermanent corporate records. The Compliance Officer will maintain writtenrecords of any reports, disclosures or investigations made under this Code andresolutions of any such matters. 

Initial Review - All directors, officers and employees ofthe Company shall be provided a copy of this Code as soon as practicable afterits approval by the Board of Directors or at the time of (or as soon aspracticable after) the person's initial association or employment with theCompany. All such persons will certify that they have read this Code and thatany questions regarding this Code have been answered by the Compliance Officeror other the Company representative to their satisfaction. 

Annual Review - All directors and officers of the Companymust review a copy of this Code annually for as long as this Code remains ineffect and sign a certification at such time that they are not aware of anythen-existing Code Violation or any Code Violation occurring since the person'slast annual certification.
**MAINTENANCE OF CODE-RELATED RECORDS

Copies of initial and annual certifications will be kept by theCompany in each person's official personnel records and duplicate copies of allcertifications shall be kept in separate, secure files maintained by theCompliance Officer. 

The Compliance Officer shall separately maintain and secure thecertifications and all other records, documents and other information relatingto this Code and its administration and make such records, documents and otherinformation promptly available to authorized representatives of the applicablefederal banking agency. The Compliance Officer also will make such records,documents and other information promptly available to members of the AuditCommittee of the Board of Directors, the President of the Company and theChairman of the Board to assist them in executing their responsibilities underthis Code and under other applicable laws and regulations. 

Certification Of Compliance With Code Of Ethics

I hereby certify to the Audit Committee of Rome Bancorp, Inc.that:

1. I have read the Code of Ethics of Rome Bancorp, Inc.("Code") at least once during the past 12 months and understand myresponsibility to comply with the principles and policies contained in the Code.I recognize that my failure to comply with such principles and policies will because for severe disciplinary action or termination of my employment.

2. Except as stated in paragraph 3, immediately below:

(a) To the best of my knowledge, I and members of my immediatefamily, do not have any interest which might be deemed to be a conflict ofinterest under the Code;

(b) To my knowledge, I have not violated any federal, state,local or foreign law in connection with the Company's business; and

(c) I am not aware of any Company activities which violate theCode.

Exceptions to the above should be noted below:

I hereby certify that the above statements are, to the best ofmy knowledge and belief, true and accurate.

______________________________ Date ____________________

(Signature of Employee)

______________________________

(Please Print your full name above)

______________________________

(Title)***************************