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                              May 17, 2024

       Timothy Terry
       Principal Executive Officer
       OptimumBank Holdings, Inc.
       2929 East Commercial Boulevard, Suite 303
       Ft. Lauderdale, Florida 33308

                                                        Re: OptimumBank
Holdings, Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed April 26,
2024
                                                            File No. 333-278970

       Dear Timothy Terry:

              We have conducted a limited review of your registration statement
and have the
       following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.

       Registration Statement on Form S-3

       Risk Factors, page 3

   1.                                                   We note your disclosure
on page 2 of your Form 10-K for the year ended December 31,
                                                        2023 that you intend to
continue your focus on increasing your skilled nursing facility
                                                        loan portfolio. Please
include a risk factor discussing any risks associated with a loan
                                                        portfolio focused on
skilled nursing facilities. For example, if applicable, please discuss
                                                        any risks associated
with reimbursement from specific payers (e.g. insurers of local, state,
                                                        or federal
governments).
 Timothy Terry
FirstName  LastNameTimothy
OptimumBank    Holdings, Inc. Terry
Comapany
May        NameOptimumBank Holdings, Inc.
     17, 2024
May 17,
Page 2 2024 Page 2
FirstName LastName
The Florida property insurance market is in crises, page 8

2.       We note your disclosure that many of your customers have incurred
significantly higher
         insurance premiums, or have been unable to secure insurance, on their
properties. Please
         revise your disclosure to discuss whether the risk that your customers
are unable to secure
         insurance on properties securing your loans impacts all or a material
portion of the
         properties securing your loan portfolio.
Our loan portfolio includes a material amount of commercial real estate and
commercial and
industrial loans, page 9

3.       We note your disclosure that your loan portfolio has a material amount
of commercial real
         estate ("CRE") loans and the disclosure in your Form 10-K for the year
ended December
         31, 2023 that 62% of your total loan portfolio was secured by
commercial real estate
         properties. We also note your disclosure that repayment of these types
of loans can, to a
         greater extent than other types of loans, be subject to adverse
conditions in the real estate
         market or economy. Please include a separate risk factor discussing
any
         geographic concentration of your loan portfolio secured by commercial
real estate, the
         current real estate environment and economy in which you are
operating, and any material
         adverse effects such environment or economy has had on your business
and results of
         operations. Where appropriate, please revise your disclosure to
describe the specific
         details of any risk management policies, procedures or other actions
undertaken by
         management in response to the current economic environment.
Selling Stockholders, page 17

4.       Please provide the natural person or persons who have voting and
dispositive control
         over the shares of the entities listed in the selling stockholders
table. Refer to Items 403
         and 507 of Regulation S-K and Compliance & Disclosure Interpretations
140.02 under
         Regulation S-K.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Madeleine Joy Mateo at 202-551-3465 or Susan Block at
202-551-3210
with any other questions.



                                                                 Sincerely,
 Timothy Terry
OptimumBank Holdings, Inc.
May 17, 2024
Page 3

FirstName LastNameTimothy Terry
                                          Division of Corporation Finance
Comapany NameOptimumBank Holdings, Inc.
                                          Office of Finance
May 17, 2024 Page 3
cc:       Christina Ahrens, Esq.
FirstName LastName