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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