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:

          |X|  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:

               o    Less than 1% of the outstanding stock of a publicly traded
                    company;

               o    A borrowing from the OptimumBank in accordance with
                    Regulation

               o    and other applicable laws and regulations;

               o    A depository relationship with OptimumBank; or

               o    A transaction disclosed to and pre-approved by the Board of
                    Directors

          |X|  You or a member of your family use nonpublic Company, customer or
               vendor information for personal gain;

          |X|  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:

          |X|  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;

          |X|  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;

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

          |X|  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.

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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:

          |X|  That the officer has filed and paid all federal income taxes for
               the previous year; and

          |X|  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. 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.