EXHIBIT
      14





**CODE
      OF ETHICS FOR THE PRINCIPAL EXECUTIVE OFFICER AND**


**SENIOR
      FINANCIAL OFFICERS OF PEOPLES-SIDNEY FINANCIAL
      CORPORATION**




**Introduction**




This
      Code
      of Ethics for the Principal Executive Officer and Senior Financial Officers
      (the
“Code of Ethics”) has been adopted by the Board of Directors (the “Board”) of
      Peoples-Sidney Financial Corporation (the “Company”) to promote honest and
      ethical conduct, full, fair, accurate, timely and understandable disclosure
      of
      information in the Company’s periodic and other public reports, and compliance
      with applicable laws, rules, and regulations by the Company’s Senior Financial
      Officers.




**Senior
      Financial Officers**




As
      used
      in this Code of Ethics, the term Senior Financial Officer means the Company’s
      Chief Executive Officer, Chief Financial Officer, Controller or Principal
      Accounting Officer, and any other persons performing similar functions for
      the
      Company.




**Code
      of Ethics**




In
      performing his or her duties, each of the Senior Financial Officers
      must:




1.
            Maintain
                high standards of honest and ethical conduct and avoid any actual
                or
                apparent conflicts of interest between personal and professional
                relationships;




2.
            Report
                to the Audit Committee of the Board any conflict of interest that
                may
                arise and any material transaction or relationship that reasonably
                could
                be expected to give rise to a conflict of
                interest;




3.
            Provide,
                or cause to be provided, full, fair, accurate, timely, and understandable
                disclosure in reports and documents that the Company files with or
                submits
                to the Securities and Exchange Commission and in other public
                communications;




4.
            Comply
                and take all reasonable actions to cause others to comply with applicable
                laws, rules, and regulations; and




5.
            Promptly
                report violations of this Code of Ethics to the Audit
                Committee.




**Waiver
      or Amendments**




Any
      request for waiver of any provision of this Code of Ethics must be submitted
      in
      writing to the Company’s Audit Committee. Waivers may only be granted by the
      Audit Committee. This Code of Ethics may only be amended by the Board. Any
      waiver or amendment of this Code of Ethics will be promptly disclosed on the
      Company’s Internet website, a Current Report on Form 8-K or any other means
      approved by the Securities and Exchange Commission, for as long as the Company
      remains subject to SEC rules.




**Compliance
      and Accountability**




The
      Audit
      Committee will assess compliance with this Code of Ethics, report material
      violations to the Board, and recommend to the Board appropriate action, which
      may include, but is not limited to, reprimand and/or dismissal.