EXHIBIT 14.1

OPTIMUMBANK HOLDINGS, INC. CODE OF ETHICS FOR
CHIEF EXECUTIVE OFFICER
AND SENIOR FINANCIAL OFFICERS

OptimumBank
Holdings, Inc. (the Company) has adopted this Code of Ethics for its Chief
Executive Officer and Senior Financial Officers (this Code) to ensure the
integrity of the Companys financial reporting and transactions. This Code
applies to the Companys Chief Executive Officer, Chief Operating Officer,
Chief Financial Officer, and the Controller (Senior Financial Officers).

The Companys
Code of Ethics and Conflicts of Interest Policy sets forth the Companys
fundamental policies, principles and procedures for all Company employees,
officers and directors. You are bound by the standards and requirements set
forth in the Code of Ethics and Conflicts of Interest Policy as well as the
standards and requirements set forth in this Code. Violations of this Code may
subject you to disciplinary actions up to and including discharge.

BUSINESS ETHICS AND CONFLICTS OF INTEREST

As a Senior
Financial Officer, your leadership responsibilities include creating a business
culture of high ethical standards and an unwavering commitment to compliance
with all laws, rules and regulations. You must act with honesty and integrity,
avoiding actual or apparent conflicts of interest between personal and
professional relationships. You may not exploit your position or relationship
with the Company for personal gain. Although it is impossible to list every
conceivable conflict of interest, the following are some illustrative examples:

| |   |                                                                                                                                                                 |   |                                                                                                                
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---------------------------------------------------------------------------------------------------------------
| |  | You or a
  member of your family has an ownership or financial interest in the Companys
  competitors, customers or vendors, unless your interest consists of:
| |   |                                                                                                                                                                 |   |                                                                                                                
| |   |                                                                                                                                                                 | ° | Less than 1%
  of the outstanding stock of a publicly traded company;                                          
| |   |                                                                                                                                                                 |   |                                                                                                                
| |   |                                                                                                                                                                 | ° | A borrowing
  from the OptimumBank in accordance with Regulation O and other applicable
  laws and regulations;
| |   |                                                                                                                                                                 |   |                                                                                                                
| |   |                                                                                                                                                                 | ° | A depository
  relationship with OptimumBank; or                                                               
| |   |                                                                                                                                                                 |   |                                                                                                                
| |   |                                                                                                                                                                 | ° | A
  transaction disclosed to and pre-approved by the Board of Directors                                        
| |   |                                                                                                                                                                 |   |                                                                                                                
| |  | You or a
  member of your family use nonpublic Company, customer or vendor information
  for personal gain;                                                    
| |   |                                                                                                                                                                 |   |                                                                                                                
| |  | You compete
  with the Company while still employed by the Company.                                                                                            

If you have
any questions with regard to what constitutes a conflict of interest, you
should contact the General Counsel of the Company.

ACCURATE PERIODIC REPORTS

Senior
Financial Officers are responsible for assuring full, fair, accurate, timely
and understandable disclosure of relevant financial information to shareholders
and investors. In particular, they are responsible for assuring that the
Company complies with Securities and Exchange Commission rules governing
disclosure of financial information and for assuring that press releases and
communications with investors and securities analysts are fair and accurate. As
a Senior Financial Officer, you should:

| |   |                                                                                                                                                                                                                                                                                                                                                                    
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Establish
  and maintain internal controls and procedures and disclosure controls and
  procedures designed to assure that financial information is recorded,
  processed and transmitted to those responsible for preparing periodic reports
  and other public communications containing financial information so that they
  are complete, accurate, and timely;
| |   |                                                                                                                                                                                                                                                                                                                                                                    
| |  | Carefully
  review each periodic report for accuracy and completeness before it is filed
  with the Securities and Exchange Commission and carefully review each public
  communication containing financial information before it is released;                                                                                                                    

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| |   |                                                                                                                                                                                               
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Maintain
  books, accounts and records according to generally accepted accounting
  principles, using enough detail to accurately and fairly reflect Company
  transactions; and              
| |   |                                                                                                                                                                                               
| |  | Promptly
  disclose to your superiors, and if necessary to the Audit Committee, any
  material weaknesses in, or concerns regarding, the Companys disclosure
  controls or internal controls.

COMPLIANCE WITH APPLICABLE LAWS

You are
expected to comply with all applicable laws, rules and regulations of federal,
state and local governments, and other appropriate private and public
regulatory agencies. In particular, you are expected to comply with the spirit
and the legal requirements of the laws and regulations governing banking
institutions and bank holding companies.

PERSONAL FINANCIAL INFORMATION

You should
ensure that all personal financial and biographical information you provide in
filings made with the Securities and Exchange Commission is accurate and not
misleading. Each senior officer, annually, must certify to the Board of
Directors the following:

| |   |                                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------
| |  | That the
  officer has filed and paid all federal income taxes for the previous year;
  and                                               
| |   |                                                                                                                                           
| |  | The
  officers personal financial and biographical information included in the
  Companys public filings is accurate and not misleading.

REPORTING MISCONDUCT

If you become
aware or suspect that the Company or any Senior Financial Officer is violating
any law or this Code, you have a duty to report such violation to the chair of
the Audit Committee. The procedures to be followed for such a report are
outlined in the Companys Whistleblower Policy. All reports will be dealt with
confidentially. No one will be subject to retaliation for making a good faith
report of a suspected violation.

If you have
any questions or concerns regarding this Code, you should seek guidance from
the General Counsel.

WAIVERS OF THIS CODE

The Board of
Directors of the Company must approve any waiver of the provisions and policies
of this Code for a Senior Financial Officer (or for any other employee, officer
or director of the Company). Any such waiver must be promptly disclosed to the
Companys shareholders, along with the reasons for such waiver, in accordance
with applicable law and the rules and regulations of the NASDAQ Stock Market,
Inc.

STATUTORY BASIS OF THIS CODE

It is the
Companys intention that this Code of Ethics be its written code of ethics
under Section 406 of the Sarbanes-Oxley Act of 2002 complying with the
standards set forth in Securities and Exchange Commission Regulation S-B Item
406.

Revised: March
19, 2008

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