January 25, 2006



Mail Stop 4561

Mr. Albert J. Finch
Chief Executive Officer
OptimumBank Holdings, Inc.
2477 East Commercial Boulevard
Fort Lauderdale, Florida 33308


Re:	OptimumBank Holdings, Inc.
	Form 10-KSB for Fiscal Year Ended December 31, 2004
	Forms 10-QSB for Fiscal Year Ended December 31, 2005
	Filed March 31, 2005
	File Number: 000-50755


Dear Mr. Finch:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comments are inapplicable or a revision
is
unnecessary.  Please be as detailed as necessary in your
explanation.
In our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

* * * * *






Form 10-KSB, filed March 31, 2005

Item 1. Business

Lending Activities, page 2

1. You disclose that you generally charge a prepayment penalty if
a
loan is repaid within the first two to three years of origination
to
cover any fees you paid for the origination of the loan. Please
tell
us your accounting policy as it relates to the recognition of
prepayment fees. In addition, please address the following:

* Tell us what constitutes a loan being repaid. For instance, tell
us
if you provide replacement funding to borrowers who repay their
loans
within the first two to three years; and
* If so, please clearly differentiate between how you determine
whether the replacement funding represents a modification of the
loan
or new loan funding. Please refer to the guidance prescribed by
Question 36 of the Implementation Guidance for SFAS 91.  In your
response, please clarify whether you recognize these amounts
immediately in income or over the remaining life of the loan.


Form 8-K, filed January 5, 2006

2. We note your disclosure that absent the acceleration of stock
options, you would have been required to recognize $210,000 in
pre-
tax compensation expense over the remaining vesting terms. Please
address the following:

* Tell us how you were able to determine that as a result of SFAS
123(R), you will only be required to reflect this stock
compensation
cost in the footnotes of your financial statements for the ending
December 31, 2005; and
* Tell us how you determined the modification of these awards
would
not result in any compensation cost. Please refer to the guidance
prescribed by paragraphs 30-37 of FIN 44.


* * * * *






      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and response to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact John Spitz, Staff Accountant at (202) 551-
3484,
or me at (202) 551-3492, if you have questions regarding these
comments.


Sincerely,


John P. Nolan
Accounting Branch Chief
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Mr. Albert J. Finch
OptimumBank Holdings, Inc.
January 25, 2006
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