**Exhibit
      16**


**Code
      of Ethics**




**OVERVIEW**




This
      Code
      of Ethics sets forth the guiding principles by which we operate our company
      and
      conduct our daily business with our shareholders, customers, vendors and with
      each other. These principles apply to all of the directors, officers and
      employees of AMB Bancshares, Inc. and all of its subsidiaries (referred to
      in
      this Code as the “Company” or “AMB”).




**PRINCIPLES**





**Complying
      with Laws, Regulations, Policies and Procedures**




All
      directors, officers and employees of AMB are expected to understand, respect
      and
      comply with all of the laws, regulations, policies and procedures that apply
      to
      them in their positions with AMB. Employees are responsible for talking with
      their supervisors to determine which laws, regulations and AMB policies apply
      to
      their position and what training is necessary to understand and comply with
      them.




Directors,
      officers and employees are directed to make available the applicable Company
      policies and procedures available to the persons they supervise.




**Conflicts
      of Interest**




All
      directors, officers and employees of AMB should be scrupulous in avoiding any
      action or interest that conflicts with, or gives the appearance of a conflict
      with, AMB’s interests. A “conflict of interest” exists whenever an individual’s
      private interests interfere or conflict in any way (or even appear to interfere
      or conflict) with the interests of AMB. A conflict situation can arise when
      an
      employee, officer or director takes actions or has interests that may make
      it
      difficult to perform his or her work for AMB objectively and effectively.
      Conflicts of interest may also arise when a director, officer or employee or
      a
      member of his or her family receives improper personal benefits as a result
      of
      his or her position with AMB, whether from a third party or from AMB. While
      directors, officers and employees are encouraged to utilize AMB’s products and
      services, this should generally be done on an arm’s length basis and in
      compliance with applicable law.




Conflicts
      of interest may not always be clear-cut, so if a questions arises, an officer
      or
      employee should consult with higher levels of management, the Board of Directors
      or company counsel. Any employee, officer or director who becomes aware of
      a
      conflict or potential conflict should bring it to the attention of a supervisor,
      manager or other appropriate personnel.




**Corporate
      Opportunity**




Directors,
      officers and employees are prohibited from (a) taking for themselves personally
      opportunities that properly belong to AMB or are discovered through the use
      of
      corporate property, information or position; (b) using corporate property,
      information or position for personal gain; and (c) competing with the Company.
      Directors, officers and employees owe a duty to AMB to advance its legitimate
      interests when the opportunity to do so arises.




**Confidentiality**




Directors,
      officers and employees must maintain the confidentiality of confidential
      information entrusted to them by AMB or its suppliers or customers, except
      when
      disclosure is specifically authorized by the Board of Directors or required
      by
      laws, regulations or legal proceedings. Confidential information includes all
      non-public information that might be material to investors or of use to
      competitors of AMB or harmful to AMB or its customers or employees if disclosed.
      The misappropriation of confidential information owned by the Company for
      another person’s use may be considered theft.









**Fair
      Dealing**




We
      seek
      to outperform our competition fairly and honestly. We seek competitive
      advantages through superior performance, never through unethical or illegal
      business practices. Stealing proprietary information, possessing or utilizing
      trade secret information that was obtained without the owner’s consent or
      inducing such disclosures by past or present employees of other companies is
      prohibited.




Each
      director, officer and employee is expected to deal fairly with AMB’s customers,
      suppliers, competitors, officers and employees. No one should take unfair
      advantage of anyone through manipulation, concealment, abuse of privileged
      information, misrepresentation of material facts or any other unfair
      dealing.




**Protection
      and Proper Use of AMB Financial Corp. Assets**




All
      directors, officers and employees should protect AMB’s assets and ensure their
      efficient use. All AMB assets should be used only for legitimate business
      purposes.




**Public
      Company Reporting**




As
      a
      public company, it is of critical importance that AMB’s filings with the
      Securities and Exchange Commission be accurate and timely. Depending on their
      position with the Company, an employee, officer or director may be called upon
      to provide necessary information to assure that the Company’s public reports are
      complete, fair and understandable. AMB expects employees, officers and directors
      to take this responsibility very seriously.




**Financial
      Statements and Other Records**




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 both conform 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.




Records
      should always be retained or destroyed according to the Company’s record
      retention policies. In accordance with those policies, in the event of
      litigation or governmental investigation, please consult the Board of
      Directors.




**REPORTING
      ILLEGAL OR UNETHICAL BEHAVIOR**




**Reporting
      Illegal or Unethical Behavior**




Employees,
      officers and directors who suspect or know of violations of this Code or illegal
      or unethical business or workplace conduct by employees, officers or directors
      have an obligation to contact either their supervisor or superiors. If the
      individuals to whom such information is conveyed are not responsive, or if
      there
      is reason to believe that reporting to such individuals is inappropriate in
      particular cases, then the employee, officer or director may contact the Chief
      Executive Officer of the Company. Such communications will be kept confidential
      to the extent feasible. If the employee is still not satisfied with the
      response, the employee may contact the Chairman of the Board or any of the
      Company’s outside directors.









**Accounting
      Complaints**




AMB’s
      policy is to comply with all applicable financial reporting and accounting
      regulations. If any director, officer or employee of the Company has unresolved
      concerns or complaints regarding questionable accounting or auditing matters
      of
      the Company, then he or she is encouraged to submit those concerns or complaints
      (anonymously, confidentially or otherwise) to the Company’s audit committee.
      Subject to its legal duties, the audit committee and the Board will treat such
      submissions confidentially. Such submissions may be directed to the attention
      of
      the Company’s audit committee, or any person who is a member of the Company’s
      audit committee.




**Non-Retaliation**




AMB
      prohibits retaliation of any kind against individuals who have made good faith
      reports or complaints of violations of this Code or other known or suspected
      illegal or unethical conduct.




**Amendment,
      Modification and Waiver**




This
      code
      may be amended or modified by the Board of Directors of AMB. Waivers of this
      Code may only be granted by the Board of Directors or a committee of the Board
      with specific delegated authority. Waivers will be disclosed to shareholders
      as
      required by the Securities Exchange Act of 1934 and the rules thereunder and
      the
      applicable rules of the Nasdaq.




**Violations**




Violation
      of this Code is grounds for disciplinary action up to and including termination
      of employment. Such action is in addition to any civil or criminal liability
      which might be imposed by any court or regulatory agency.