EXHIBIT 3.2

ARTICLES
OF AMENDMENT
TO ARTICLES OF INCORPORATION OF
OPTIMUMBANK HOLDINGS, INC.

1.     
Pursuant to the provisions of Section 607.1006, Florida Statutes, the
undersigned corporation hereby adopts the following amendment to its Articles
of Incorporation:

Article
III of the Articles of Incorporation of OptimumBank Holdings, Inc. is hereby
deleted in its entirety and the following new Article III is inserted in its
place:

ARTICLE III

(a)
The aggregate number of shares of stock of all classes that the corporation
shall have authority to issue is 12,000,000 shares, of which 6,000,000 shares
shall be common stock, $.01 par value per share (Common Stock), and of which
6,000,000 shares shall be preferred stock, no par value (Preferred Stock).

(b)
The Board of Directors of the corporation is hereby granted the authority,
subject to the provisions of this Article III and to the limitations
prescribed by law, to classify the unissued shares of Preferred Stock into one
or more series of Preferred Stock and with respect to each such series to fix
by resolution or resolutions providing for the issuance of such series the
terms, including the preferences, rights and limitations, of such series. Each
series shall consist of such number of shares as shall be stated in the
resolution or resolutions providing for the issuance of such series together
with such additional number of shares as the Board of Directors by resolution
or resolutions may from time to time determine to issue as a part of the
series. The Board of Directors may from time to time decrease the number of
shares of any series of Preferred Stock (but not below the number thereof then
outstanding) by providing that any unissued shares previously assigned to such
series shall no longer constitute part thereof and restoring such unissued
shares to the status of authorized but unissued shares of Preferred Stock.

(c)
The authority of the Board of Directors with respect to each series shall include,
but not be limited to, determination of the following:

| |       |                                                                                                                                                                                                                                                                                                                                                  
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | The number
 of shares constituting that series and the distinctive designation of that
 series;                                                                                                                                                                                                                                                  
| |       |                                                                                                                                                                                                                                                                                                                                                  
| | (ii)  | The dividend
 rate on the shares of that series, whether dividends shall be cumulative,
 and, if so, from which date or dates, and the relative rights of priority, if
 any, of payments of dividends on shares of that series;                                                                                                                  
| |       |                                                                                                                                                                                                                                                                                                                                                  
| | (iii) | Whether that
 series shall have voting rights, in addition to the voting rights provided by
 law, and, if so, the terms of such voting rights;                                                                                                                                                                                                   
| |       |                                                                                                                                                                                                                                                                                                                                                  
| | (iv)  | Whether that
 series shall have conversion privileges, and, if so, the terms and conditions
 of such conversion, including provisions for adjustment of the conversion
 rate in such events as the Board of Directors shall determine;                                                                                                           
| |       |                                                                                                                                                                                                                                                                                                                                                  
| | (v)   | Whether or
 not the shares of that series shall be redeemable, and, if so, the terms and
 conditions of such redemption, including the date or dates upon or after
 which they shall be redeemable, and the amount per share payable in case of
 redemption, which amount may vary under different conditions and at different
 redemption rates;
| |       |                                                                                                                                                                                                                                                                                                                                                  
| | (vi)  | Whether that
 series shall have a sinking fund for the redemption or purchase of shares of
 that series, and, if so, the terms and amount of such sinking fund; and                                                                                                                                                                              
| |       |                                                                                                                                                                                                                                                                                                                                                  
| | (vii) | Any other
 relative rights, preferences and limitations of that series.                                                                                                                                                                                                                                                                          

(d)
The holders of shares of each series of Preferred Stock shall be entitled upon
liquidation or dissolution, or upon the distribution of the assets, of the
Corporation to such preferences as provided in the resolution or resolutions
creating the series, and no more, before any distribution of the assets of the
Corporation shall be made to the holders of any other series of Preferred Stock
or to the holders of shares of Common Stock. Whenever the holders of shares of
Preferred Stock of all series shall have been paid the full amounts to which
they shall be entitled, the holders of shares of Common Stock shall be entitled
to share ratably in all the remaining assets of the Corporation.

2.     The
foregoing amendment was approved and adopted on November 10, 2008 by the
corporations Board of Directors and on January 6, 2009, by the
corporations shareholders. The number of votes cast for the amendment by the
shareholders was sufficient for approval.

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|                            |                      | 
|--------------------------- | -------------------- | 
|Dated:
 January 6, 2009    
|                           
|                           
|OPTIMUMBANK
 HOLDINGS, INC.
|                           
|                           
|By:                         | /s/Richard L. Browdy | 
|                            | Richard L.
 Browdy  
|                            | President           

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