8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 18, 2005

OPTIMUMBANK HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Florida	0001288855	55-0865043
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2477 E. Commercial Blvd., Ft. Lauderdale, FL 33308

(Address of principal executive offices)

(954) 776-2332

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.) : N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17 CFR 240.13e-4(c))

Item 2.02.

Results of Operations and Financial Condition and Item 7.01. Regulation FD Disclosure.

On April 18, 2005, OptimumBank Holdings, Inc. issued a press release disclosing information regarding its results of operations and financial condition for the quarter ended March 31, 2005 (furnished hereunder as Exhibit 99.1).

Item 9.01

Financial Statements and Exhibits.

(c) Exhibits

 99.1 Press Release issued April 18, 2005.

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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OPTIMUMBANK HOLDINGS, INC.
By	/s/ RICHARD L. BROWDY
	Richard L. Browdy
	President

Date: April 18, 2005

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Exhibit Index

Exhibit No.	Exhibit Description
99.1	Press Release issued April 18, 2005

EX-99.1

EXHIBIT 99.1 

Press Release

FOR IMMEDIATE RELEASE

April 18, 2005

For more information contact:

Richard L. Browdy, President

Albert J. Finch, Chairman of the Board

(954) 776-2332

(954) 776-2332

OptimumBank Holdings Announces Quarterly Results

Fort Lauderdale, FL (April 18, 2005). OptimumBank Holdings, Inc. (NASDAQ:OPHC), holding company for OptimumBank, reported net income of $384,001 or $.14 per share for the first quarter ended March 31, 2005, compared to net income of $378,208 or $.14 per share reported for the prior quarter ended December 31, 2004 and compared to net income of $423,774 or $.16 per share reported for the first quarter of 2004. Chairman of the Board, Albert Finch, said, “The decrease in earnings from the March quarter last year was primarily due to non-recurring income earned during the prior year’s quarter. With a solid regulatory capital base of approximately $22 million and a strong lending environment, earnings at the Company are expected to grow.”

Company assets increased to $170.2 million at March 31, 2005, compared to $142.4 million at March 31, 2004, a 19.5% increase. The Company’s net loan portfolio increased 17.4% to a total of $130.8 million at March 31, 2005 and mortgage-backed securities increased $14.8 million to a total of $31.1 million at March 31, 2005. President, Richard L. Browdy noted, “We expect continued growth in our loan portfolio this year. Recent news and data continue to reflect the strength in the South Florida real estate market versus other markets around the country.”

Through its executive offices and three bank branches in Broward County, Florida, the Company offers real estate lending and retail banking products to individuals and businesses in Broward, Dade and Palm Beach Counties. The Bank also offers state-of-the-art internet banking services through its “OptiNet” internet banking website, located at www.optimumbank.com.

This press release may contain certain forward-looking statements, which are based on management's expectations regarding factors that may impact the Company's earnings and performance in future periods. Factors that could cause future results and performance to vary materially from current management expectations include, but are not limited to, general economic conditions, war and terrorism, changes in interest rates, deposit flows, loan demand, real estate values and competition; the issuance or redemption of additional company equity or debt; changes in accounting principles, policies or guidelines, changes in legislation or regulation; and other economic, competitive, governmental, regulatory and technological facts affecting the Company's operations, pricing, products and services. Nothing contained herein constitutes an offer to sell or the solicitation of an offer to buy th e Company's securities.

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2477 East Commercial Boulevard, Fort Lauderdale, Florida  33308

E-Mail: rlbrowdy@optimumbank.com

Phone: (954) 776-2332                 Toll-Free (888) 991-BANK                      Fax: (954) 776-2281