EXHIBIT 14





                                  ETHICS POLICY



Organizational Function Area:                  Human Resources

Individual Responsible
for Maintaining/Updating Policy:               Chuck Ball

Most Recent Update:                            December 15, 2003




I.       PURPOSE

This policy establishes the standards of ethical business behavior and personal
conduct for the officers, employees and directors of MFB Corp. and all
subsidiaries (collectively referred to as "MFB" or the "Bank"). The intent of
this policy is to help safeguard strong moral, ethical, and social standards of
conduct. These guidelines are not all inclusive and all persons receiving this
policy are required to understand that the perpetuation of integrity and the
highest ethical standards is fundamental to our continued success. Therefore,
any activity or situation that could appear to misrepresent the Bank or have the
appearance of a conflict of interest should be immediately reported to the
appropriate senior officer or the Board of Directors. Further guidance is
available through the Code of Conduct section of the Bank's Employee Handbook.

II.      SCOPE

MFB was built upon public trust and confidence and continued success depends
upon a favorable perception of the conduct of business with customers,
regulators and others. In light of this perception, it is imperative that
everyone connected with MFB view their business and personal actions,
intentions, and impressions upon others objectively. Each of us must ensure that
no one has reason to believe that even the slightest irregularity in conduct
exists or could be implied.

This policy addresses 14 areas in which immediate and continuing attention on
the part of each officer, employee and director is appropriate:

1. Confidentiality 2. Investments 3. Conflicts of Interest 4. Outside Activities
5.       Board Directorships and Partnerships
6.       Improper Payments
7.       Trade Banks and Relations with Competitors
8.       Advertising Policy
9.       Public Statements
10.      Political Action Committees/Bank Payments
11.      Recommendations to Customers
12.      Financial Reporting and Responsibility
13.      Use of Bank Letterhead and Mail
14.      Personal Conduct

III. SPECIFIC POLICIES

    A.  Confidentiality

          1.   Officers, employees and directors of financial institutions are
               privy to a variety of confidential information concerning
               individuals and business clients as well as the Bank itself. The
               proper use of this information is to enable sound business
               decisions to be made by Bank personnel regarding either the
               business of a client, prospective client, or the Bank.

          2.   Under no circumstances will confidential information be made
               available for one's own or any third party's benefit. To do so
               violates statutes and the policies of this Bank. The general rule
               is that such confidential information is not to be divulged to
               any person outside the Bank without proper legal authority. This
               would include a family member or associate of any officer,
               employee or director. Additionally, confidential information is
               not to be shared with other members of the Bank's staff unless
               that person has a need to know in discharging his/her duties.

          3.   No financial or other information regarding the Bank or any of
               its activities that could reasonably be expected to affect the
               Bank's position in the general community is to be provided to any
               person not employed by the Bank. Other items, such as the price
               of any of the Bank's publicly held securities or any other Bank
               matter, are not to be shared with any person who is not an
               officer, employee or director of the Bank until it has been
               published in reports to customers or otherwise made available to
               the general public in accordance with applicable disclosure
               regulations.

    B.  Investments

          1.   No investment interest, direct or indirect, in any of the Bank's
               business customers or suppliers is permitted unless exempted
               herein or properly disclosed and approved. Notice of any such
               interest is to be provided to the Bank's President who may, with
               or without consultation with the Board of Directors, determine if
               an inappropriate conflict exists. This prohibition applies to all
               officers, employees, directors and their families and to all
               forms of investment, including, but not limited to, securities,
               investment in a proprietorship, joint venture, or similar
               business activities.

          2.   Investments are permitted in companies which are customers and/or
               suppliers if such securities are listed on an organized exchange,
               or are traded in the over the counter market, or if it is
               otherwise evident and clear that such investments are not being
               made on any terms that are more favorable than those terms
               available to the general public.

          3.   Although investment in the Bank's own securities is permitted,
               officers, employees and directors must refer to MFB's policy
               titled "Securities Trades by Company Personnel" for guidance.

    C.  Conflicts of Interest

          1.   Officers, employees and directors of this Bank are expected to
               conduct their private business and personal activities in a
               manner that avoids conflict of interest either with the Bank or
               the Bank's customers. "Conflict of interest" is defined as any
               situation where an individual has two or more duties or interests
               that are mutually incompatible. Example: No lending officer or
               employee should loan, review a loan, or make any decision
               regarding a loan of any customer, syndicate, or corporation in
               which he or she has a present or a prospective financial
               interest.

          2.   No officer, employee or director nor any member of his/her family
               (including spouse, parents, children, brothers, sisters, or other
               immediate relatives) shall solicit, accept, or retain any
               personal benefit from any of the following:

                a. A customer of the Bank.

                b. Any individual or organization that is or seeks to be a
borrower or supplier of the Bank.

                c. Any competitor of the Bank.

              A "personal benefit" is defined as any type of gift, favor,
              service, loan, fee, or other compensation of greater than "nominal
              value". For purposes of this policy, "nominal value" is defined as
              not more than $50.00 per item received.

               Each time an officer, employee or director receives anything of
               more than "nominal value" and which does not qualify under the
               following exceptions, the individual is to report the following
               information to the Director of Human Resources:

                1. Name of the person giving the gift and his/her company
                affiliation. 2. Nature of the gift. 3. Value of the gift.
                4. Circumstances surrounding the receipt of the gift.

          3.   Exceptions: The infrequent receipt of meals, entertainment, or
               gifts of nominal value by our officers, employees or directors is
               permitted. However, frequency of the items received is another
               consideration. Persons receiving items on a recurring basis
               should contact the Bank's Director of Human Resources to discuss
               the situation and to receive assurance that the gifts would not
               be considered unethical in accordance with this policy. The H. R.
               Director is required to use his/her discretion in whether the
               situation is pertinent and should be reported to the Board of
               Directors. An example of an exception may be normal business
               courtesies where there is no concealment and where no improper
               influence to the performance of the Bank's officer, employee or
               director is present or could be implied.

               Our policy is to permit the receipt of gifts in any amount from
               customers who have pre-existing social or family relationships
               with our officers, employees or directors; however, such
               relationships must be bona fide social or family relationships
               and will be monitored closely by Management.

           4.  Officers may not accept appointment as an administrator, trustee,
               executor, guardian or any similar fiduciary capacity without
               prior approval of the President, except when acting at the
               request of the Bank or as a fiduciary on a family account.

    D.  Outside Activities

           1.  Officers, employees and directors have been and are encouraged to
               be active and involved participants in the community. Such
               activities should be limited by the person's own interests and
               reasonable time requirements. Major outside commitments must be
               approved in advance by the immediate supervisor or other
               designated member of management. Officers, employees and
               directors are discouraged from engaging in any outside interest
               that will divert time or attention from his/her Bank duties
               unless approved in advance.

2.             Disclosure must be made regarding any interest an officer or
               employee or his/her immediate family has in a non-public
               enterprise, or a material interest in a public enterprise if: (1)
               the enterprise is a substantial competitor of MFB; (2) the
               enterprise borrows from MFB; (3) the enterprise is a supplier of
               MFB; or (4) the employee deals directly with the enterprise in
               its purchase, receipt of goods, services, or securities. Whenever
               an officer or employee finds that he or she is inadvertently
               placed in a potentially compromising position due to
               relationships with business associates, customers, suppliers, or
               competitors, the officer or employee shall report the matter
               immediately to the President and discontinue any activities
               associated with the entity until the matter has been resolved.

3.             Officers and employees shall not engage in the conduct of any
               business outside MFB or have any outside employment or consulting
               arrangement unless such business or arrangement does not
               interfere with the satisfactory work performance for MFB and does
               not have any actual potential conflict with MFB business.

4.             Officers and employees must give prior notice to the President of
               the Bank before accepting a second position of employment or a
               consulting arrangement. At no time shall an employee of MFB hold
               a position of employment with a thrift, bank, brokerage house,
               other financial institution that is not controlled by MFB, or a
               public utility, while in the employ of MFB. Each officer and
               employee shall disclose to the President all existing employment
               and consulting arrangements with entities other than MFB and
               shall obtain prior approval before any such future involvements.

    E.  Board Directorships and Partnerships

        Prior notice to the President is required before an officer accepts a
        position as officer or director of a corporation, becomes a member of a
        business partnership, or becomes sole proprietor of a corporation or
        business. Prior notice is not necessary for acceptance of a position as
        an officer or a director of any corporation that is for social,
        fraternal, professional, educational, charitable, civic or religious
        purposes. Participation as an individual investor in limited
        partnerships does not require MFB prior notice unless MFB is a lender to
        or has another business relationship with the partnership and/or the
        officer holds a dominant position in the partnership. All such
        relationships, however, shall be reported on an annual basis to MFB.

    F.  Improper Payments

          1.   Our policy is to not make any improper payments to any
               governmental, political, business, or labor organization, or any
               individual.

          2.   All transactions of the Bank will be identified precisely and
               recorded in the financial records of the Bank in accordance with
               generally accepted accounting practices.

    G.  Trade Banks and Relations with Competitors

        The Bank will act with trade banks and competitors only on behalf of
        ethical and beneficial social objectives and will not participate in
        business activities that are or could be construed to be in violation of
        anti-trust laws.

    H.  Advertising Policy

        All MFB advertising will insure the ethical content and moral impact of
        any advertising in any type media made for or on behalf of the Bank
        shall be in accordance with social values and accepted good taste.

    I.  Political Action Committees/Corporate Payments

          1.   It is the Bank's policy not to contribute money, property, or
               services to any government official, political party, or
               candidate whether local, state, or federal; except those
               contributions made by the Bank to political action committees as
               allowed by law.

          2.   The Bank is prohibited from offering or allowing the use of its
               facilities, equipment, and personnel in connection with any
               federal, state, or local election or campaign.

          3.   Officers, employees and directors may, and are encouraged to
               engage in any governmental, regulatory, and elective process in
               which they are interested. Each officer, employee and director
               must act only on his/her own behalf and not give any
               representation that he/she represents the Bank.

    J.  Public Statements

        Although MFB has a policy of maintaining good relations with all news
        media and tries to accommodate media inquiries, there is much
        information that should not be made available to the public. Therefore,
        any inquiry regarding the Bank is to be referred to the President, Chief
        Operating Officer or Chief Financial Officer.

    K.  Recommendations to Customers

        Officers, employees and directors of the Bank are not to recommend
        attorneys, accountants, insurance agents, stockbrokers, real estate
        agents, or similar individuals or companies to customers or others
        asking the Bank's input unless several names are provided and without an
        indication of favoritism.

    L.  Financial Reporting and Responsibility

1.       Senior  management  shall  verify that all reports  and  documents  the
               Bank files  with,  or submits to, the  Securities  and
               Exchange  Commission  ("SEC") or any other public communications
               shall  contain  full,  fair,  accurate,  timely and
               understandable  disclosures in accordance  with applicable
               disclosure  standards,  including  standards of materiality,
               where appropriate.  Accordingly, they shall not knowingly
               misrepresent, or cause others to misrepresent,  material facts
               about the Bank to  others,  including,  without  limitation,
               independent  auditors,  governmental  regulators  or other
               governmental  officials.  Within  their areas of  responsibility,
               they shall  properly  review and  critically  analyze
               proposed  disclosures  for accuracy and  completeness.  Any
               employee who has concerns  about  disclosures  being made in
               documents  filed with the SEC or in any other  public
               communications  should  feel free to contact  any member of MFB's
               Audit Committee or MFB's Board of Directors.


2.             MFB's financial statements and books and records on which they
               are based must accurately reflect all corporate transactions. All
               receipts and disbursements of corporate funds shall be promptly
               and properly recorded on MFB's books, and MFB's records must
               disclose the nature and purpose of the transactions.

a.             All officers and employees shall cooperate fully with the
               independent auditors of MFB and under no circumstances withhold
               any information from them or try to influence improperly their
               audit of MFB's financial statements.

b.             A director, officer or employee may not maintain MFB's accounting
               or other records, or cause them to be maintained, in such a way
               that they do not reflect the true nature of transactions, account
               balances or other matters with clarity and completeness.

c.             A director, officer or employee may not establish for any purpose
               an unauthorized, undisclosed, or unrecorded fund or asset account
               involving MFB assets.

d.             A director, officer or employee may not allow transactions with a
               supplier, agent, or customer to be structured or recorded in a
               way not consistent with normal business practice or generally
               accepted accounting principles.

e.             No false, misleading or artificial entries shall be made on the
               books or records of MFB for any reason. The shifting of charges
               or costs to inappropriate accounts is prohibited by MFB policy.

f.             No payment on behalf of MFB shall be made or approved with the
               understanding that it will or might be used for something other
               than the stated purposes.

g.             No undisclosed or unrecorded corporate funds shall be established
               for any purpose nor shall MFB funds be placed in any personal or
               noncorporate account.

h.             "Slush funds" or similar off-book accounts, where there is no
               accounting for receipts or expenditures on corporate books, are
               prohibited.

3.             A system of internal accounting controls shall be maintained
               which is sufficient to provide reasonable assurances that
               transactions:

                  a. are executed in accordance with MFB's authorization.

                  b.  are recorded in a manner that permits preparation of
                      financial statements in conformity with generally accepted
                      accounting principles and other applicable criteria; and

                  c.  are recorded so as to maintain accountability for MFB's
                      assets.

               No officer or employee acting on behalf of MFB shall engage in
               any activity which circumvents MFB's systems of internal
               controls.

4.                    All officers, employees and directors should conduct their
                      financial affairs in such a responsible manner as to be
                      above criticism. The following list is intended to be a
                      guide, but not a complete or exhaustive list:

a.                    Prompt payment of personal bills and debts.

b.                    Use any Bank credit cards, expense account reimbursements,
                      equipment, and supplies only for official Bank use.

c.                    Avoidance of salary advances.

d.                    Employee loans are to be in strict compliance with
                      internal lending policies.

e.                    Incur indebtedness only for legitimate purposes made in
                      accordance with the requirements of Regulation O and any
                      other applicable laws, regulations, or guidelines.

f.                    Prompt and timely filing of tax returns as required by
                      law.



    M. Use of Bank Stationery, Mail and/or E-Mail

        No officer, employee and director will use official Bank stationery or
        the Bank's mail or e-mail equipment or supplies for non-job related
        purposes, particularly when such use would imply endorsement by the
        Bank.

    N.  Personal Conduct

          1.   Dishonesty

               MFB is required by law to consider ineligible for initial
               employment or continued employment any individual who fails to
               fulfill his or her legal and ethical duties and obligations. Any
               officer, employee or director who commits an act constituting
               breach of trust or dishonesty, including theft, fraud, or
               falsification of Bank records, will be subject to disciplinary
               action up to and including termination. These acts may also be
               reported to appropriate law enforcement agencies as required by
               regulation.

          2.   Major Infractions

               It is the policy of the Bank to thoroughly investigate the
               occurrence of any major infraction, and to discipline
               appropriately any responsible individual(s) up to and including
               termination. Reference should be made to the Bank's Employee
               Handbook for a listing of what would be considered major
               infractions.

IV.           ADMINISTRATION AND RESPONSIBILITIES

A.            The primary accountability and responsibility for this Ethics
              Policy and Standards of Personal Conduct rests with each
              individual officer, employee and director. However, each
              supervisor and manager has the additional responsibility to
              demonstrate by example what compliance with this policy means and
              to understand that other situations, not mentioned in this policy,
              should be reported immediately to the President or the Board of
              Directors if the situation appears to be unethical or falls within
              one of the areas listed in this Policy.

B.            The Internal Audit Function has the responsibility to monitor the
              execution of all Bank policies.





C.            The Bank's Human Resources Department shall be responsible for
              maintaining this Policy and assurance that each officer, employee
              and director be provided a copy of or access to this Policy and
              any referenced documents.

D.       Any officer,  employee or director who violates the Policy  Statement
              is subject to possible  suspension  or  discharge.  Any
              officer,  employee or director who assists in or knowingly  fails
              to report a violation of these policies is also subject
              to suspension,  discharge or other appropriate  action.  Any
              suspected  violation of these policies should be reported to
              the  Director of Human  Resources,  the Bank's  President,  any
              member of the Bank's  Board of Directors or member of the
              Audit  Committee.  The identity of the reporting  person may be
              kept  confidential  upon the request of such person.  The
              Board of Directors  shall  promptly  investigate,  or delegate to
              an  appropriate  committee  the  investigation  of, any
              reported  violations  deemed  material  by the  Board.  The
              suspected  violator  of the  policy  shall be  provided  the
              opportunity to be heard on the issue.

E.            Officers, employees and directors may be required periodically to
              certify their understanding of, and intent to comply with, this
              Ethics Policy.

F.            MFB prohibits retaliation of any kind against any officers,
              employees or directors who have made good faith reports or
              complaints of violations of this Ethics Policy or other known or
              suspected illegal or unethical conduct.








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