EXHIBIT 14CODE OF ETHICS



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ATLANTIC
LIBERTY FINANCIAL CORP.CODE
OF ETHICSFORSENIOR
OFFICERS AND DIRECTORSAdopted November, 2003

I. POLICY

This
Code of Ethics has been adopted to establish the standards and guidelines of the
Companys directors, chief executive officer, senior officers, including
the Companys principal financial officer, controller, principal accounting
officer and officers or persons performing similar functions (collectively,
Insiders). To the extent this Code of Ethics applies to Senior
Financial Officers (as that term is defined in Section 406 of the Sarbanes-Oxley
Act of 2002) it is intended to comply with Section 406 of the Sarbanes-Oxley Act
of 2002.

II.
APPLICABILITY

Each
of the Companys Insiders have a responsibility to deal ethically and
honestly in all aspects of the Companys business including the ethical
handling of actual or apparent conflicts of interest (as defined below) and to
comply fully with all laws, regulations and Company policies. Each Insider is
expected to assume responsibility for applying these standards of ethical
conduct and for acquainting himself/herself with the various laws, regulations
and Company policies applicable to his or her respective area of responsibility.
When in doubt, Insiders have the affirmative responsibility to seek
clarification from the President or, if necessary, from legal counsel or members
of the Board.

III.
ADMINISTRATION AND ENFORCEMENT

Board
of Directors. The Board of Directors of the Company (the
Board) is responsible for approval and oversight of the
Companys Code of Ethics (this Code). The Board has
responsibility for: implementing and administrating the Code, reviewing and
assessing at least annually the effectiveness of this Code and updating and
amending this Code. The Chief Executive Officer of the Company and the
Companys compliance officer (Compliance Officer) are charged
with the responsibility of reviewing changes in laws applicable to the Company
with the Companys outside corporate counsel and recommending changes in
this Code to the Board for its consideration and approval. Accordingly, the
Board may adopt revisions of this Code from time to time.

Compliance
Officer.To assist the Board in administering this Code on a regular
basis and provide guidance in situations where Insiders may have questions
concerning the right course of action to take, the Board shall appoint a
Compliance Officer to provide guidance on implementing this Code and to work
with the officers of the Company to ensure compliance with the Code. It is the
responsibility of the Chief Executive Officer, with assistance from the
Compliance Officer, to ensure that this Code has been read and understood by all
Insiders. The Compliance Officer will meet as necessary with the officers of the
Company and the Board to



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implement this
Code, but will report to the Board no  less than every year barring extraordinary
circumstances.

Certification
Statements and Candor.All Insiders are required to certify at least once
each year, by the last day of January (or such other date as may be selected by
the Board), that they have read and understand the current version of this Code.
Likewise, all new Insiders are required to certify that they have
read and understand the current version of this Code within thirty (30) days of
becoming and Insider. All executed certification statements will be maintained
in the personnel file of each Insider. No later than the meeting of the Board of
Directors held in conjunction with the annual meeting of shareholders in each
year the Compliance Officer shall report to the full Board noting any Insiders
who have not executed a current certification statement. All information
disclosed in the certification statements shall be treated on a confidential
basis, except to the extent reasonably necessary to protect the Companys
interest or comply with legal or regulatory requirements.

THIS
CODE OF ETHICS IS INTENDED TO CREATE AN OPPORTUNITY FOR INSIDERS TO EXPRESS
CONCERNS RELATING TO CORPORATE ACCOUNTABILITY, ALLEGED VIOLATIONS OF COMPANY
POLICY, FEDERAL AND STATE STATUTES AND ALLEGATIONS OF CORPORATE MISDEEDS. THERE
WILL BE NO DISCRIMINATION OR RETALIATION AGAINST ANY INSIDER WHO REPORTS SUCH
VIOLATIONS OR ALLEGATIONS IN GOOD FAITH.

Waivers.This Code is intended to apply equally to all Insiders. Accordingly, any
waiver of the standards set forth in this Code may be made only by the Board and
must be disclosed to shareholders within five (5) business days by
either filing an SEC Form 8-K or posting notice on the Companys website
continuously for 12 months (provided the Company has disclosed to the SEC in its
most recent annual report that amendments to and waivers of the Code will be
disclosed on the Companys website).

IV. ACCURACY
IN REPORTING

Corporate
Records.Each Insider has a responsibility to ensure that all Company
documents and reports for which the Insider is responsible are prepared and
maintained properly and are free of any false, misleading, incomplete or
otherwise improper information. Insiders are prohibited from defrauding,
misleading, manipulating or coercing any employees or directors of the Company
or any advisors to the Company, including outside counsel or auditors.

Financial
Statements.Whenever an Insider is responsible for the preparation or review
of the Companys financial statements, the Insider shall ensure that the
financial statements are prepared in accordance with generally accepted
accounting principles as currently in force.

Errors
or Misleading Statements.If an Insider ever becomes aware of an error or
potential misstatement in any company documents including financial statements
or other documents filed with the SEC, the Insider must contact
immediately the President and the Compliance Officer to report the error or
potential misstatement.



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Audits.All Insiders shall cooperate fully with any audits of the Companys
financial statements or other corporate documents whether conducted internally
or by a third party.

V. CONFLICTS
OF INTEREST

A.
In General. For purposes of this Code, a "conflict of interest" may be
deemed to exist where any Insider or an affiliate of an Insider has any personal or
financial interest, direct or indirect, in any Company action, failure to act,
decision or not to act or method of action, in connection with any transaction relating
to the Company's internal or external operations.

Loans
made to directors and officers and their affiliates in accordance with Company
policy and consistent with applicable regulatory requirements will not in and of
itself result in a conflict of interest.

Appearance
of Conflict of Interest.The term conflict of interest shall
also include and appearance of a conflict of interest. An appearance of a
conflict of interest shall arise where the facts and circumstances do not give
rise to a full conflict of interest, but are so similar in nature that they may
create doubt as to the impartiality or loyalty of an Insider in connection with
the transaction where the appearance arises.

The
final determination as to whether a conflict of interest exists will be made by
the Board of Directors after its review of the facts and circumstances as it
deems relevant.

B.
Corporate Opportunities

General
Prohibition.Insiders must not profit or otherwise take advantage from
inside information or take business opportunities which are within the line of
business conducted by the Company or within a line of business that the Company
might reasonably be expected to enter in the future. Notwithstanding the
foregoing, this general prohibition shall not be applicable to business
opportunities outside the Companys immediate or contiguous market area or
business opportunities not set forth in the Companys most recent business
plan. In evaluating whether a business opportunity represents a corporate
opportunity of the Company, a director or officer may rely on the Companys
most current business plan.

C.
Insider Transactions

Disclosure. Insiders shall disclose all conflicts of interest they may have with regard
to any contract or other business arrangement to be entered into by the Company.
Contracts or the business arrangements between the Company and an Insider or
between the Company and an affiliate of an Insider, shall be presented by the
Compliance Officer to the President for Board review prior to approval by the
Board or responsible officer only after full disclosure of the conflict of
interest by the Insider who shall thereafter excuse himself/herself from the
decision making process and abstain from voting on the matter.



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VI.
REPORTING ILLEGAL OR UNETHICAL BEHAVIOR

The
Company strives to maintain sound and ethical business practices and holds all
Insiders to high ethical standards. In order to maintain these standards,
Insiders have an affirmative obligation to report to the President, if
appropriate, or the Compliance Officer a violation of any laws, regulations or
provisions of this Code by any Insider. If an Insider is ever uncertain of the
best course of action in a specific situation, the Insider should immediately
seek clarification and help from the Compliance Officer.

The
Company will not tolerate any attempt by anyone to retaliate against an Insider
who, while acting in good faith pursuant to this Code, reports illegal or
unethical behavior by any employee, director, officer or third party advisor to
the Company. Thus, no Insider may be discharges, demoted, suspended, or in any
manner threatened, harassed or discriminated against for providing information
about violations of the law or this Code, or assisting in the investigation of a
violation of the law or this Code, or participating in bringing or bringing a
lawsuit.

VII.
BREACHES OF ETHICAL BEHAVIOR

If
any Insider breaches any of the provisions of this Code, such breach shall be
reported to the President, the Compliance Officer, and the Board shall review
the facts and circumstances of the breach of this Code and shall determine the
appropriate remedy including, immediate termination for cause of any Insider who
breaches this Code.



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ATLANTIC
LIBERTY FINANCIAL CORP.

Code
of Ethics

Certification
Statement

As
___________________________________ (name and title) of Atlantic Liberty Financial Corp.
(the  Company), I hereby acknowledge receipt of a copy of the  Companys
Code of Ethics which applies to my professional and  personal dealings with
the Company. By executing this Certification Statement, I  acknowledge that I have read
and understand the Companys Code of Ethics  and agree to be bound by all provisions
therein for as long as I am an Insider  as defined in the Companys Code of Ethics.

Acknowledged
and Agreed:



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