Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MARKOWITZ STEPHEN
  2. Issuer Name and Ticker or Trading Symbol
OptimumBank Holdings, Inc. [OPHC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
SEE REMARKS
(Last)
(First)
(Middle)
C/O OPTIMUMBANK, 2477 E COMMERCIAL BOULEVARD
3. Date of Earliest Transaction (Month/Day/Year)
12/29/2005
(Street)

FORT LAUDERDALE, FL 33308
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
NON-EMPLOYEE DIRECTOR STOCK OPTION (RIGHT TO BUY) $ 5             12/29/2005(1) 02/26/2011 COMMON STOCK 10,000   10,000 D  
NON-EMPLOYEE DIRECTOR STOCK OPTION (RIGHT TO BUY) $ 6.75             12/29/2005(2) 10/30/2012 COMMON STOCK 5,000   5,000 D  
NON-EMPLOYEE DIRECTOR STOCK OPTION (RIGHT TO BUY) $ 10             12/29/2005(2) 06/29/2014 COMMON STOCK 5,000   5,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MARKOWITZ STEPHEN
C/O OPTIMUMBANK
2477 E COMMERCIAL BOULEVARD
FORT LAUDERDALE, FL 33308
      SEE REMARKS

Signatures

 /s/ Albert J. Finch, Attorney-in-Fact for Stephen Markowitz   01/03/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Option fully vested and exercisable in full as of the grant date
(2) On December 29, 2005, the vesting of the option was accelerated to make it exercisable in full as of that date
 
Remarks:
Mr. Markowitz resigned as a director of the company on March 14, 2005

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