Exhibit 14

                          NEW PEOPLES BANKSHARES, INC.
                                 CODE OF ETHICS

General

         The purpose of this Code of Ethics is to establish certain standards of
conduct for the directors and executive and senior financial officers, and
individuals performing similar functions, of New Peoples Bankshares, Inc. and
its subsidiaries. The Company expects the highest possible ethical conduct from
these individuals in order to merit and maintain the complete confidence and
trust of its customers, its shareholders and the public in general, and
compliance with this Code is mandatory. The intent of this Code is to support a
culture of transparency, integrity and honesty.

         This Code is intended to supplement the requirements of the code of
conduct that is applicable to all of the Company's directors, officers and
employees.

Standards

Honest and Ethical Conduct

         This Code requires the Company's directors and executive and senior
financial officers to exercise honest and ethical conduct, including the ethical
handling of actual or apparent conflicts of interests between personal and
professional relationships.

         Conflicts of interest are prohibited as a matter of Company policy. A
"conflict of interest" exists when an officer's private interest interferes or
conflicts in any way (or even appears to interfere or conflict) with the
interests of the Company. A conflict situation can arise when an officer takes
actions or has interests that may make it difficult to perform his work for the
Company objectively and effectively. Conflicts of interest may also arise when a
director or an officer, or a member of his family, receives improper personal
benefits as a result of his position with or in the Company, whether from a
third party or from the Company. If a question arises as to the existence of a
conflict of interest, the director or officer should bring it to the prompt
attention of the Audit Committee of the Company's Board of Directors.

         In addition, directors and officers are prohibited from taking for
themselves personally opportunities that properly belong to the Company or are
discovered through the use of corporate property, information or position
without the consent of the Audit Committee of the Board of Directors. No
director or officer may use corporate property, information or position for
improper personal gain. No director or officer may compete with the Company
directly or indirectly. Directors and officers owe a duty to the Company to
advance the Company's legitimate interests when the opportunity to do so arises.

         Each director and officer is further expected to deal fairly with the
Company's customers, vendors, competitors, officers and employees. No director
or officer should take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of material
facts or any other unfair dealing practices.


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                                                                 Exhibit 14

Full and Fair Disclosure

         This Code requires the Company's directors and executive and senior
financial officers to promote full, fair, accurate, timely and understandable
disclosure in the reports that the Company files with the Securities and
Exchange Commission and in other public communications. As a public company, it
is of critical importance that the Company's filings with the Securities and
Exchange Commission be accurate and timely. The Company expects its directors
and officers to take very seriously their responsibility to provide necessary
information to assure that the Company's public reports are complete, fair and
understandable and to provide prompt accurate answers to any inquiry related to
the Company's public disclosure requirements.

         All of the Company's books, records, accounts and financial statements
must be maintained in reasonable detail, must appropriately reflect the
Company's transactions and must conform both to applicable legal requirements
and to the Company's system of internal controls. Unrecorded or "off the books"
funds or assets should not be maintained unless permitted by applicable law or
regulation. Directors and officers must not make a deliberate misrepresentation
concerning the Company or its business operations. No director or officer shall
create, or assist another in creating, a false or misleading entry on the
Company's books or records.

         In addition, directors and officers must make open and full disclosures
to, and have honest discussions with, the auditor of the Company's financial
statements. Directors, officers, and any other persons acting under their
direction, are prohibited from taking any action to fraudulently influence,
coerce, manipulate or mislead any independent public accountant engaged to
perform audit or non-audit services for the Company.

Compliance with Law

         This Code requires the Company's directors and executive and senior
financial officers to comply with applicable governmental laws, rules and
regulations. Directors and officers are expected to understand, respect and
comply with all of the laws, regulations, policies and procedures that apply to
them in their position within the Company.

Reporting of Violations

         This Code requires the Company's directors and executive and senior
financial officers to adhere to prompt internal reporting of violations of this
Code to appropriate persons.

         Directors or officers who suspect or discover any other director or
officer engaging in any illegal or unethical act have the responsibility to
promptly notify the Audit Committee of the Board of Directors. Such
communication will be kept confidential to the extent possible. The Company will
not permit retaliation against any employee for reports of breaches of this
Code.

Accountability

         This Code requires the Company's directors and executive and senior
financial officers to maintain accountability for adherence to this Code. It is
the responsibility of each director and officer to be familiar with this Code.
The Audit Committee of the Board of Directors is expected to make every
reasonable effort to ensure that each director and officer complies with the
provisions of this Code.

         Officers who violate this Code may be subject to discipline, up to and
including, but not limited to, dismissal from employment. Directors may be asked
to resign from the Board. Any such action shall be reasonably designed to deter
wrongdoing and to promote accountability for adherence to this Code


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                                                                  Exhibit 14

Disclosures

         The Company will make a copy of this Code publicly available through
the Company's internet site or as an exhibit to its Annual Report on Form 10-K.

         The Audit Committee of the Board of Directors shall consider any
request for a waiver of this Code. The Company must promptly disclose any waiver
of this Code to all of its shareholders as required by the rules of the
Securities and Exchange Commission.