Exhibit 14

                                NSD BANCORP, INC.

                                 CODE OF ETHICS

     Directors, officers, and employees hold an important and elevated role
in corporate governance at NSD Bancorp, Inc. They are vested with both the
responsibility and authority to protect and preserve the interests of all of our
constituents, including shareholders, customers and citizens of the communities
in which we conduct business. The maintenance of extremely high standards of
honest, ethical and impartial conduct is essential to assure the proper
performance of the Corporation's business and the maintenance of the public's
trust. This Code of Ethics prescribes the policies and procedures to be employed
and enforced in the operations of NSD Bancorp, Inc. (the "Corporation").

     --   It is your  responsibility  to  comply  with the law and  behave in an
          ethical manner. This responsibility  cannot be delegated or assumed by
          the Corporation.

     --   This code cannot  anticipate  every possible  situation or cover every
          topic in detail.  From  time-to-time,  the  Corporation  may establish
          compliance  programs  to  address  specific  subjects  or you may find
          certain  topics  also  covered  by an  Employee  Handbook.  If you are
          unclear about a situation, seek guidance before taking action.

     --   The  standards in this code do not  necessarily  take into account all
          legal requirements.  Where more restrictive local laws or requirements
          exist, those take precedence.

     --   Comply with all applicable governmental rules and regulations. Failure
          to obey laws and  regulations  violates  this code and may expose both
          you  and  the  Corporation  to  criminal  or  civil  prosecution.  Any
          violation  of this code or other  compliance  programs  may  result in
          corrective  action, up to and including  termination.  The Corporation
          may  also  seek  civil  remedies  from  you and  even  refer  criminal
          misconduct to law enforcement agencies.

     --   You are responsible for reporting  suspected  violations of this code,
          immediately to our Corporate Secretary.

     --   If you have a question  about a topic  covered  in this  code,  please
          review the Associates  Manual.  If you still have a concern  regarding
          any  possible  unethical  or  illegal  conduct,   please  contact  our
          Corporate Secretary.



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Conflicts of Interest

         A "conflict of interest" exists any time one faces a choice between
what is in his/her personal interest (financial or otherwise) and the interest
of our Corporation. These situations are not always easy to avoid. When a
conflict of interest arises, it is important to act with great care to avoid
even the appearance that your actions are not in the best interest of the
Corporation. If you find yourself in a position where your objectivity may be
questioned because of individual interest or family or personal relationships,
notify our Corporate Secretary, immediately.

Ownership Interests

         Board of Directors approval is required for our Corporation to do
business with a company in which a member of the Board of Directors, an officer,
an employee, or family member of a director, officer, or employee owns -
directly or indirectly - an interest. If you or a family member own or acquire
an interest that is greater than 5% in any company, Board approval is needed:

     --   If the company has more than  $1,000 in  deposits,  loans or does more
          than $1,000 in annual sales of goods or services to our company or its
          affiliates; or

     --   If you help make Corporation purchasing or lending decisions or have a
          part in payment for the goods and services.

If your ownership interest does not meet any of the above criteria, Board
approval is not needed, but you remain obligated to keep our Corporation's
interests first in mind.

Gifts, Meals, Services and Entertainment

         One should not request or accept anything that might be used as a means
to influence, or even appear to influence, you against the Corporation's best
interests. Personal gifts should not be accepted other than those considered
common business courtesies and for which one would reasonably expect to give
something similar in return in the normal course of business. One must not
accept or give any gift in excess of $100 in value without the prior approval of
the Board of Directors.

Safeguarding Corporation Assets/Accuracy of Books And Records

         We maintain internal controls to provide direction on protecting
Corporation assets and financial accountability. The controls are based upon the
following principles.

Do not:

     --   Make personal use of Corporation  assets that creates additional costs
          for the  Corporation,  interferes  with work  duties or  violates  any
          Corporation policy;

     --   Allow Corporation property to be used to help carry out illegal acts;

     --   Manipulate financial accounts, records or reports for personal gain;

     --   Maintain off-the-book  accounts to facilitate  questionable or illegal
          payments; or

     --   Violate any law or regulation.

Do:

     --   Prepare project budget proposals with accurate information;

     --   Maintain books,  accounts and records according to generally  accepted
          accounting  principles,  using enough detail to reflect accurately and
          fairly Corporation transactions;

     --   Record  transactions  in  a  timely  manner,  so  that  no  misleading
          financial information is created. (These transactions include, but are
          not limited to, income, expense,  indebtedness,  obligation,  reserves
          and acquisition or disposition of assets, etc.);

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     --   Retain Corporation records in accordance with established policies and
          applicable legal and regulatory requirements; and

     --   Give full, fair,  accurate,  timely, and understandable  disclosure in
          any and all periodic  reports filed with the United States  Securities
          and Exchange Commission.

Insider Trading

         Insider trading is a crime that can carry severe penalties. If you know
material, confidential information about our Corporation or any company with
whom we have a business relationship and you trade company securities, such as
stocks or bonds, while in possession of that information or tell others about it
before it is made public, you may have violated the insider trading laws. Please
review the Corporation's Insider Trading Policy for details on our insider
trading policy.

         Material information is the type of news that would affect a reasonable
investor's decision on whether or not to invest in the Corporation's stock.
Examples include plans to issue securities, sharp changes in earnings patterns,
changes in dividend rates, changes in key management personnel, mergers,
acquisitions, and important regulatory actions affecting the Corporation. This
policy forbids you from trading not only in our stock, but also in those of our
suppliers, customers or other companies with whom we have a business
relationship while in possession of material inside information learned in the
course of your employment at our Corporation.

         We encourage you to invest in our stock. However, if you have access to
any information not readily available to the public, you must be sure you do not
trade while in possession of material non-public information. When you have such
information:

     --   Do not tell anyone not  authorized to have the  information.  A casual
          remark to a friend may find its way to a broker and  eventually to the
          entire financial community thereby requiring the Corporation to make a
          premature or unplanned  public  announcement.  This  "tipping"  may be
          illegal and damaging to the Corporation.

     --   In compliance with the Sarbanes-Oxley Act of 2002, do not trade in our
          Corporation's  stock (or that of an applicable  outside company) until
          the  news  has  been  made  public  for  at  least  thirty-six  hours.
          Circumstances suggesting the possibility of insider trading may result
          in an  investigation  by  governmental  authorities of Corporation and
          stockbroker records of stock trading transactions.  This investigation
          could damage the  Corporation's  reputation and result in liability or
          penalties, including criminal charges and fines against you.

     --   This policy against insider trading also covers transfers into and out
          of  Corporation  stock  or  savings  plans  and  changes  in  patterns
          involving purchases of our stock within the plans. However, generally,
          regular  scheduled monthly purchases of our stock within plans are not
          prohibited.

If you are planning to effect a transaction in our securities, you must contact
our Corporate Secretary, in advance.

Bribery, Kickbacks And Other Improper Payments

         Our Corporation, Board of Directors, officers, and employees must
maintain high ethical and professional standards in all dealings.

     --   Do not directly or indirectly promise,  offer or make payment in money
          or anything of value to anyone, including a government official, agent
          or employee of a government,  political party,  labor  organization or
          business entity or a candidate of a political  party,  with the intent
          to  induce  favorable  business  treatment  or  to  improperly  affect
          business or governmental decisions.

     --   Our code does not  necessarily  take  into  account  all  local  legal
          requirements.  Where more  restrictive  local laws  exist,  those take
          precedence.  In general,  we do not consider  ordinary and  reasonable
          business  entertainment  or  gifts  of  insubstantial  value  that are
          customary and legal in the local market to be improper.

     --   Document  any  entertainment  of  and  gifts  to  customers,  vendors,
          suppliers and potential customers, vendors and suppliers.

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     --   Loans are not made by our Corporation to its Board members,  officers,
          or  employees  senior   officers.   Loans  are  made  by  our  banking
          subsidiaries and comply with all federal and state laws,  statutes and
          regulations.



<PAGE>



                                 ACKNOWLEDGMENT

         I, the undersigned, hereby acknowledge that I have received a copy of
the NSD Bancorp, Inc. Code of Ethics. I certify that I have reviewed the Code of
Ethics, I have had an opportunity to ask questions; and I understand its
provisions and what they require of me. I understand that a violation of the
Code of Ethics may result in the termination of my employment or a request that
I terminate my relationship with the Corporation.



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