**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


WASHINGTON,
      DC 20549


**____________**


**FORM
      10-QSB**


(Mark
      One)





x
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934





For
      the quarterly period ended March 31, 2007





⁬
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
                ACT
                OF 1934





For
      the
      transition period from ______________ to _____________





Commission
      file number  000
      -
      51408_________________





FIRST
      VALLEY BANCORP, INC.





(Exact
      name of small business issuer as specified in its charter)





CONNECTICUT
            04-3806732





(State
                or other jurisdiction of incorporation or organization)
            (IRS
                Employer Identification No.)





FOUR
      RIVERSIDE AVENUE, BRISTOL, CT, 06010





(Address
      of principal executive offices)





860-582-8868





(Issuer’s
      telephone number, including area code)





N/A





(Former
      name, former address and former fiscal year, if changed since last report)





Indicate
      by check mark whether the issuer: (1) has filed all reports required to be
      filed
      by Section 13 or 15 (d) of the Exchange Act during the past 12 months (or such
      shorter period that the registrant was required to file such reports), and
      (2)
      has been subject to such filing requirements for the past 90 days.





YesX
            No





Indicate
      by check mark whether the r egistrant
      is a shell company as defined in Rule 12b-2 of the Exchange
      Act


oYES
            xNO




Check
      whether the registrant filed all documents and reports required to be filed
      by
      Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
      under a plan confirmed by a court. N/A





As
      of
      April 30, 2007, there were 1,194,550 shares of the registrant’s common stock
      outstanding.


Transitional
      Small Business Disclosure Format        Yes
 ____  No X








Table
      of
      Contents





PagePart
                I
            FINANCIAL
                INFORMATIONItem
                1.
            Financial
                Statements:Consolidated
                Statements of Financial Condition as of
              March
                31, 2007 and December 31, 2006
            3Consolidated
                Statements of Income for the three
              month
                periods ended March 31, 2007 and 2006
            4Consolidated
                Statements of Cash Flows for the three month periods ended March
                31, 2007
                and 2006
            5Notes
                to Consolidated Financial Statements
            6
                -
                9Item
                2.
            Management’s
                Discussion and Analysis or
              Plan
                of Operation
            9
                -
                18Item
                3.
            Controls
                and Procedures
            18Part
                II
            OTHER
                INFORMATIONItem
                1.
            Legal
                Proceedings
            18Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            18Item
                3.
            Defaults
                Upon Senior Securities
            18Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            18Item
                5.
            Other
                Information
            18Item
                6.
            Exhibits
            18
                - 19SIGNATURES
            
            20CERTIFICATIONS
            
            21
                - 26







2




**FIRST
                VALLEY BANCORP, INC. AND SUBSIDIARY FORM 10-QSB QUARTERLY REPORT****MARCH
                31, 2007**Part
                I   FINANCIAL INFORMATIONItem
                1  Financial Statements:





**CONSOLIDATED
                STATEMENTS OF FINANCIAL CONDITION****(in
                thousands except share data)**March
                31,
            
            December
                31,2007
            
            2006(Unaudited)**ASSETS**Cash
                and due from depository institutions
            
            $
            5,443
            
            $
            12,319Federal
                funds sold and money market accounts
            
            
            13,358
            
            
            13,841Investment
                securities
            
            
            25,026
            
            
            26,672Loans
                receivable, net
            
            
            135,285
            
            
            133,709Loans
                held for sale
            
            
            444
            
            
            1,080Premises
                and equipment, net
            
            
            2,858
            
            
            2,321FHLBB
                Stock, at cost
            
            
            602
            
            
            719Accrued
                income receivable
            
            
            788
            
            
            865Deferred
                income taxes
            
            
            1,010
            
            
            1,052Other
                assets
            
            
            94
            
            
            569**TOTAL
                ASSETS**
            
            **$**
            **184,908**
            
            **$**
            **193,147****LIABILITIES
                AND STOCKHOLDERS' EQUITY**Deposits:Non-interest
                bearing
            
            $
            19,235
            
            $
            18,225Interest
                bearing
            
            
            143,208
            
            
            146,533Total
                deposits
            
            
            162,443
            
            
            164,758Borrowed
                funds
            
            
            8,875
            
            
            14,952Mortgagors'
                escrow accounts
            
            
            81
            
            
            169Other
                liabilities
            
            
            2,977
            
            
            2,737Total
                Liabilities
            
            
            174,376
            
            
            182,616Commitments
                and contingenciesStockholders'
                Equity:Common
                stock, no par value; authorized 3,000,000 shares;issued
                and outstanding 1,194,550 at March 31, 2007 andDecember
                31, 2006
            
            
            899
            
            
            899Additional
                paid-in capital
            
            
            8,273
            
            
            8,273Retained
                earnings
            
            
            1,561
            
            
            1,627Accumulated
                other comprehensive loss
            
            
            (201
            )
            
            (268
            )Total
                Stockholders' Equity
            
            
            10,532
            
            
            10,531**TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY**
            
            **$**
            **184,908**
            
            **$**
            **193,147**See
                notes to consolidated financial statements


3


**FIRST
                VALLEY BANCORP, INC. AND SUBSIDIARY FORM 10-QSB QUARTERLY REPORT****MARCH
                31, 2007****CONSOLIDATED
                STATEMENTS OF INCOME (UNAUDITED)**Three
                Months EndedMarch
                31,Interest
                income:
            
            
            2007
            
            
            2006Interest
                on loans
            
            $
            2,528
            
            $
            1,996Interest
                and dividends on investments
            
            
            456
            
            
            384Total
                interest income
            
            
            2,984
            
            
            2,380Interest
                expense:Deposits
                and escrow
            
            
            1,422
            
            
            753Borrowed
                funds
            
            
            122
            
            
            239Total
                interest expense
            
            
            1,544
            
            
            992Net
                interest income
            
            
            1,440
            
            
            1,388Provision
                for loan losses
            
            
            99
            
            
            75Net
                interest income after provision for loan losses
            
            
            1,341
            
            
            1,313Noninterest
                income:Service
                charges and other fees
            
            
            156
            
            
            86Realized
                gains (losses) on investments
            
            
            -
            
            
            (86
            )Total
                noninterest income
            
            
            156
            
            
            -Noninterest
                expenses:Salaries
            
            
            691
            
            
            454Employee
                benefits and taxes
            
            
            136
            
            
            90Occupancy
                and equipment
            
            
            378
            
            
            182Professional
                fees
            
            
            82
            
            
            46Marketing
            
            
            40
            
            
            25Office
                supplies
            
            
            29
            
            
            15Outside
                service fees
            
            
            65
            
            
            50Merger
                related expenses
            
            
            35
            
            
            -Other
            
            
            123
            
            
            77Total
                noninterest expenses
            
            
            1,579
            
            
            939Income
                (loss) before income tax expense
            
            
            (82
            )
            
            374Income
                tax expense (benefit)
            
            
            (16
            )
            
            153**NET
                INCOME (LOSS)**
            
            **$**
            **(66**
            **)**
            **$**
            **221**Basic
                income (loss) per share
            
            $
            (0.06
            )
            $
            0.19Diluted
                income (loss) per share
            
            $
            (0.05
            )
            $
            0.18Weighted-average
                shares outstanding - basic
            
            
            1,194,550
            
            
            1,187,573Weighted-average
                shares outstanding - diluted
            
            
            1,265,391
            
            
            1,247,984See
                notes to consolidated financial statements


4


**FIRST
                VALLEY BANCORP, INC. AND SUBSIDIARY FORM 10-QSB QUARTERLY REPORT****MARCH
                31, 2007****CONSOLIDATED
                STATEMENTS OF CASH FLOWS (UNAUDITED)****(in
                thousands)**Three
                Months Ended
              March
                31,**Cash
                flows from operating activities**
            
            
            2007
            
            
            2006Net
                income (loss)
            
            $
            (66
            )
            $
            221Adjustments
                to reconcile net income to netcash
                provided by operating activities:Realized
                losses on investments
            
            
            -
            
            
            86Depreciation
            
            
            87
            
            
            57Provision
                for loan losses
            
            
            99
            
            
            75Amortization
                of debt issuance costs
            
            
            1
            
            
            1Amortization
                (accretion) of premiums (discounts), net
            
            
            20
            
            
            33Common
                stock issued as compensation
            
            
            -
            
            
            22Net
                Change in:Accrued
                income receivable
            
            
            77
            
            
            18Deferred
                loan fees
            
            
            (9
            )
            
            34Other
                assets
            
            
            475
            
            
            (102
            )Other
                liabilities
            
            
            240
            
            
            (989
            )Net
                cash provided (used) by operating activities
            
            
            924
            
            
            (544
            )**Cash
                flows from investing activities**Proceeds
                from maturities, calls and paydownsof
                available-for-sale securities
            
            
            4,235
            
            
            1,679Proceeds
                from sales of available-for-sale securities
            
            
            -
            
            
            3,122Purchase
                of available-for-sale securities
            
            
            (2,500
            )
            
            -Loan
                originations net of principal payments
            
            
            (1,030
            )
            
            (6,978
            )Redemption
                (purchase) of Federal Home Loan Bank ofBoston
                Stock
            
            
            117
            
            
            (88
            )Purchases
                of premises and equipment
            
            
            (624
            )
            
            (91
            )Net
                cash provided (used) by investing activities
            
            
            198
            
            
            (2,356
            )**Cash
                flows from financing activities**Change
                in DDA, NOW, money market andsavings
                accounts
            
            
            2,921
            
            
            (6,848
            )Change
                in time deposit accounts
            
            
            (5,236
            )
            
            8,601Proceeds
                from borrowed funds
            
            
            -
            
            
            11,000Repayments
                of borrowed funds
            
            
            (6,078
            )
            
            (10,818
            )Change
                in mortgagors' escrow accounts
            
            
            (88
            )
            
            (78
            )Net
                cash provided (used) by financing activities
            
            
            (8,481
            )
            
            1,857Net
                change in cash and cash equivalents
            
            
            (7,359
            )
            
            (1,043
            )Cash
                and cash equivalents at beginning of period
            
            
            26,160
            
            
            12,667**Cash
                and cash equivalents at end of period**
            
            $
            18,801
            
            $
            11,624***Supplemental
                Disclosures***Cash
                paid during the period for:Interest
            
            $
            1,591
            
            $
            994Income
                taxes
            
            $
            245
            
            $
            345See
                notes to consolidated financial statements


5


FIRST
      VALLEY BANCORP, INC. FORM 10-QSB QUARTERLY REPORT


MARCH
      31,
      2007





**Notes
      to Consolidated Financial Statements**


**(Unaudited)**





**Note
      1.** **Business**


First
      Valley Bancorp, Inc. (the “Company”), a Connecticut corporation, was formed in
      2005 for the purpose of becoming the one-bank holding company of Valley Bank
      (the “Bank”), a wholly-owned subsidiary. The Company’s activity is currently
      limited to the holding of the Bank’s outstanding common stock and the Bank is
      the Company’s primary investment. The Company’s net income is largely derived
      from the business of the Bank.





The
      Bank
      commenced operations as a Connecticut state-chartered commercial bank on
      November 15, 1999. The Bank is an insured bank under the Federal Deposit
      Insurance Act up to its applicable limits. Like most state-chartered commercial
      banks in Connecticut, it is not a member of the Federal Reserve System.





On
      November 21, 2006, the Company entered into a definitive merger agreement in
      which the Company will merge with and into New England Bancshares Acquisition,
      Inc. in exchange for cash and common stock of New England Bancshares, Inc.
      (“NEB”). See Note 9 Definitive Merger Agreement for additional details.





The
      Bank
      conducts its business from four locations serving the greater Bristol community,
      its main office at Four Riverside Avenue, Bristol, Connecticut, 06010, and
      three
      additional full-service offices at 8 South Main Street in the Terryville section
      of Plymouth, Connecticut, 06786, at 98 Main Street in Southington, Connecticut,
      06489, and at 888 Farmington Avenue, Bristol, Connecticut 06010.





The
      Bank
      is engaged principally in the business of attracting deposits from the general
      public and investing those deposits in small business, commercial real estate,
      residential real estate and consumer loans. In connection with both loans and
      deposits, the Bank does a substantial amount of business with individuals as
      well as customers in commercial and professional businesses. The Bank offers
      safe deposit boxes at all full-service locations, and other customary bank
      services to its customers. The Bank has drive-up facilities and automated teller
      machines which are connected to the NYCE, SUM and PLUS networks.





**Note
      2.** **Basis
      of presentation**


The
      interim consolidated financial statements of the Company include those of the
      Company and its wholly owned subsidiary, Valley Bank. Inter-company transactions
      have been eliminated. The Company does not consolidate its subsidiary, FVB
      Capital Trust I, as described in Note 8. The accounting and reporting policies
      of the Company conform to generally accepted accounting principles in the United
      States of America and to general practices within the banking industry. Such
      policies have been followed on a consistent basis.





In
      preparing the financial statements, management is required to make estimates
      and
      assumptions that affect the reported amounts of assets and liabilities as of
      the
      date of the balance sheet, and income and expenses for the period. Actual
      results could differ from those estimates.





Material
      estimates that are particularly susceptible to significant change in the
      near-term relate to the determination of the allowance for losses on loans.
      While management uses available information to recognize losses on loans, future
      additions to the allowance may be necessary based on changes in credit quality
      and economic conditions, particularly in Connecticut.


6
 FIRST
        VALLEY BANCORP, INC. FORM 10-QSB QUARTERLY REPORT


MARCH
      31,
      2007








The
      data
      presented for the three months ended March 31, 2007 and 2006 reflect, in the
      opinion of management, all adjustments (consisting only of normal recurring
      adjustments) which are necessary to present fairly the results for such interim
      periods.




Interim
      results at and for the three months ended March 31, 2007 are not necessarily
      indicative of the results that may be expected for the fiscal year ended
      December 31, 2007.





**Note
      3.****Comprehensive
      Income**


Statement
      of Financial Accounting Standards No. 130, “Reporting Comprehensive Income”
establishes standards for disclosure of comprehensive income, which includes
      net
      income and any changes in equity from non-owner sources that are not recorded
      in
      the income statement (such as changes in the net unrealized gains (losses)
      on
      securities).





The
      Company’s one source of other comprehensive income is the net unrealized gain
      (loss) on securities.




Three
                Months Ended(in
              thousands)
            
            March
                31,2007
            
            2006Net
                Income (loss)
            
            $
            (66
            )
            $
            221Other
                comprehensive income (loss):Net
                unrealized holding gains (losses) on securities available for sale
            
            
            110
            
            
            (66
            )Reclassification
                adjustment for loss recognized in net income
            
            
            -
            
            
            86Other
                comprehensive income (loss) before tax expense
            
            
            110
            
            
            20Income
                tax expense (benefit) related to items of other comprehensive income
                (loss)
            
            
            43
            
            
            8Other
                comprehensive income (loss) net of tax
            
            
            67
            
            
            12**Total
                comprehensive income**
            
            **$**
            **1**
            
            **$**
            **233**





**Note
      4.****Income
      per Share**


The
      Company has computed and presented income per share in accordance with Statement
      of Financial Accounting Standards No. 128.





**Note
      5.** **Commitment
      to Extend Credit**


The
      Company is party to financial instruments with off-balance sheet risk in the
      normal course of business to meet the financing needs of its customers. These
      financial instruments include commitments to extend credit. These commitments
      involve, to varying degrees, elements of credit and interest rate risk in excess
      of the amount recognized in the statement of financial condition.


7


FIRST
      VALLEY BANCORP, INC. FORM 10-QSB QUARTERLY REPORT


MARCH
      31,
      2007





The
      contractual amounts of outstanding commitments March 31, 2007 and December
      31,
      2006 were as follows:


(in
                thousands)March
                31, 2007
            December
                31, 2006Commitments
                to extend credit:Loan
                commitments
            
            $
            9,661
            
            $
            8,759Unadvanced
                lines of credit
            
            
            25,396
            
            
            21,992Unused
                overdraft privilege
            
            
            2,335
            
            
            -Standby
                letters of credit
            
            
            2,139
            
            
            2,139Outstanding
                commitments
            
            $
            39,531
            
            $
            32,890





**Note
      6.** **Stock
      Based Compensation**


The
      Company has a long-term incentive plan authorizing various types of market
      and
      performance based incentive awards that may be granted to directors, officers
      and employees. Information regarding stock options as of March 31, 2007 is
      summarized below:




Number
                of shares
            
            Weighted
              Average
              Exercise
              PriceOutstanding
                at December 31, 2006
            
            
            118,242
            
            $
            8.22Granted
            
            
            -
            
            
            -Exercised
            
            
            -
            
            
            -Forfeited
            
            
            -
            
            
            -Outstanding
                at March 31, 2007
            
            
            118,242
            
            $
            8.22Options
                exercisable at March 31, 2007
            
            
            118,242
            
            $
            8.22





On
      January 1, 2006, the Company adopted the provision of SFAS 123R using the
      modified prospective transition method. Under this transition method,
      compensation expense is recognized currently for all outstanding options not
      yet
      vested. All of the Company’s outstanding options were fully vested as of the
      effective date and therefore no compensation expense was recognized. Previously,
      the Company applied APB Opinion 25, “Accounting for Stock Issued to Employees,”
and related interpretations in accounting for its long-term incentive plan.





**Note
      7.** **Recent
      Accounting Pronouncements**


In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” to
      define fair value, establish a framework for measuring fair value and expand
      disclosures about fair values. The Statement is effective for financial
      statements issued for fiscal years beginning after November 15, 2007, and
      interim periods within those fiscal years. The Company does not expect SFAS
      No.
      157 to have a material impact on the Company’s financial position or results of
      operation.


8
 FIRST
        VALLEY BANCORP, INC. FORM 10-QSB QUARTERLY REPORT


MARCH
      31,
      2007








In
      February 2007, FASB issued SFAS No. 159, “The Fair Value Option for Financial
      Assets and Financial Liabilities” (“SFAS 159”), which permits entities to choose
      and measure many financial instruments and certain other items at fair value.
      The Company will be required to adopt SFAS No. 159 in the first quarter of
      2008
      with earlier adoption permitted, and is currently evaluating the impact of
      the
      adoption of SFAS No. 159 on its financial position and results of
      operations.





**Note
      8.** **Long
      Term Debt**


In
      July
      2005, the Company formed FVB Capital Trust I (the “Trust”). The Trust has no
      independent assets or operations and was created for the sole purpose of issuing
      trust preferred securities and investing the proceeds thereof in an equivalent
      amount of junior subordinated debentures issued by the Company.





Trust
      preferred securities issued by the statutory trust are considered regulatory
      capital for purposes of determining the Company’s Tier I capital ratio and the
      Bank’s Tier I capital ratio to the extent that the trust preferred proceeds have
      been invested in the Bank’s capital.





The
      subordinated debentures, which bear an interest rate fixed at 6.42% for the
      first five years and a floating interest rate set at three-month LIBOR plus
      190
      basis points thereafter, mature on August 23, 2035 and can be redeemed at the
      Company’s option in an amount equal to 100% of the principal amount of the debt
      securities beginning in 2010 and thereafter. The trust securities have identical
      terms except the duration of the trust is 35 years.





**Note
      9.** **Definitive
      Merger Agreement**


On
      November 21, 2006, the Company entered into a definitive agreement in which
      the
      Company will merge with and into New England Bancshares Acquisition, Inc. in
      exchange for cash and common stock of New England Bancshares, Inc. (“NEB”). NEB
      is a Maryland corporation based in Enfield, Connecticut and is the holding
      company for Enfield Federal Savings and Loan Association in Enfield,
      Connecticut. At the effective time of the merger, the separate corporate
      existence of the Company shall cease, and Valley Bank, the Company’s subsidiary,
      will become a subsidiary of NEB. Per the definitive agreement, Valley Bank
      will
      continue as a separate subsidiary for a minimum of five years after the
      effective date, absent the occurrence of certain unexpected events.





The
      transaction is valued at approximately $25.6 million. The terms of the
      definitive agreement call for each outstanding share of the Company to be
      converted into the right to receive .8907 shares of NEB common stock and $9.00
      in cash.





The
      transaction has received the requisite regulatory approvals but is subject
      to
      approval by the shareholders of the Company.








**Part
      I.  -  FINANCIAL INFORMATION**


**Item
      2.    Management’s Discussion and Analysis of Financial Condition
      and Results of Operations**





**Cautionary
      Statement**


Reports
      issued by First Valley Bancorp, Inc. including this quarterly report on Form
      10-QSB contain statements relating to future results of the Company that are
      considered “forward looking” within the meaning of the Private Securities
      Litigation Reform Act of 1995. These statements relate to, among other things,
      expectations concerning loan demand, growth and performance, simulated changes
      in interest rates and the adequacy of the Company’s allowance for loan losses.
      Actual results may differ materially from


9
 FIRST
        VALLEY BANCORP, INC. FORM 10-QSB QUARTERLY REPORT


MARCH
      31,
      2007





those
      expressed or implied as a result of certain risks and uncertainties, including
      but not limited to, changes in political and economic conditions, interest
      rate
      fluctuations, personal and corporate customers’ bankruptcies, inflation,
      acquisitions and integrations of acquired businesses, results from branch
      expansion, technological fluctuations, success in gaining regulatory approvals
      when required as well as other risks and uncertainties reported from time to
      time in the Company’s filings with the SEC.








**(a)
      Plan of Operation**


Not
      applicable since the Company had revenues from operations in each of the last
      two fiscal years.





**(b)
      Management's Discussion and Analysis of Financial Condition and Results of
      Operation**





**Overview**


The
      Company is the holding company for Valley Bank (the “Bank”), a Connecticut
      state-chartered commercial bank located in Bristol, Connecticut. The Bank,
      which
      has its main office in Bristol, and full-service branch offices at 8 South
      Main
      Street, in the Terryville section of Plymouth, at 98 Main Street in Southington,
      and at 888 Farmington Avenue in Bristol. The Southington and Farmington Avenue
      offices opened in January and March 2007, respectively. The Bank provides
      banking services to commercial and individual customers primarily in the town
      of
      Bristol and the neighboring communities of Burlington, Farmington, Plainville,
      Plymouth, Southington and Wolcott. The Bank offers to its business customers
      demand, savings and time deposit accounts and the granting of various types
      of
      commercial loans and commercial real estate loans.





In
      April
      2006, the Bank entered into a sublease for an operations center on 45 North
      Main
      Street, Bristol, Connecticut. The sublease expires in September 2007. The Bank
      has entered into an operating lease for the same premises that will become
      effective and replace the sublease in September 2007.





The
      services provided by the Bank to consumers include checking, savings and time
      deposit accounts, as well as mortgage loans, consumer loans and investment
      services.





In
      January 2006, the Board of Directors authorized the Bank to begin offering
      full-time access to advisory and investment services to consumers and businesses
      on retirement planning, individual investment portfolios, and strategic asset
      management. The new services provided by the Bank (d/b/a Riverside Investment
      Services) include mutual funds, life insurance options, tax and estate planning,
      and investment portfolio analysis. In April 2006, the Bank hired Thomas O.
      Barnes, Jr. as the Manager of Riverside Investment Services and began to provide
      these services. Riverside Investment Services is located on the second floor
      of
      the Bank’s main office on Four Riverside Avenue, Bristol, Connecticut.





In
      April
      2006, the Bank entered into a broker/dealer relationship with LPL
      (Linsco/Private Ledger) in Boston.





Prior
      to
      April 2006, the Bank had offered its customers investment services on a
      part-time basis through a relationship with Tracy Driscoll, Inc., a local
      insurance agency, and Bannon, Ohanesian & Lecours, Inc., a full-service,
      independent broker/dealer headquartered in West Hartford, Connecticut.


10


FIRST
      VALLEY BANCORP, INC. FORM 10-QSB QUARTERLY REPORT


MARCH
      31,
      2007








In
      December 2006, the Company announced that Mark J. Blum, the Executive Vice
      President, Treasurer and Chief Financial Officer of Valley Bank and the Company,
      had been elected a director of both the Bank and the Company.





First
      Valley Bancorp, Inc. lists its stock on the Over The Counter Bulletin Board
      at www.otcbb.com under
      the
      symbol “FVLY”.





The
      following discussion and analysis presents a review of the operating results
      and
      financial condition of the Company, for the three month periods ended March
      31,
      2007 and 2006. The discussion below should be read in conjunction with the
      financial statements and other financial data presented elsewhere herein.





**FINANCIAL
      CONDITION**


**General**


Total
      assets decreased by $8.2 million, or 4.3%, during the first quarter of 2007.
      Total loans grew by $1.7 million, or 1.2%, for the quarter, while total
      investment securities declined by $1.6 million, or 6.2%. Total deposits
      decreased by $2.3 million, or 1.4%, in the first quarter of 2007 and total
      borrowed funds balances declined by $6.1 million, or 40.6%, for the quarter.





**Investment
      Securities**


The
      carrying value and estimated market values of investment securities are as
      follows:


(in
      thousands)





**March
                  31, 2007**Available-for-sale
                  securities:
              
              Amortized
              
              Gross
                  Unrealized
              
              EstimatedDebt
                  securities:
              
              Cost
              
              
              Gains
              
              
              (Losses)
              
              Market
                  ValueU.S.
                  agency obligations:Due
                  in less than one year
              
              $
              3,499
              
              $
              -
              
              $
              (32
              )
              $
              3,467Due
                  from one through five years
              
              
              3,000
              
              
              -
              
              
              (47
              )
              
              2,9536,499
              
              
              -
              
              
              (79
              )
              
              6,420Corporate
                  bonds:Due
                  in less than one year
              
              
              253
              
              
              -
              
              
              (1
              )
              
              252Due
                  from one through five years
              
              
              1,550
              
              
              -
              
              
              (41
              )
              
              1,5091,803
              
              
              -
              
              
              (42
              )
              
              1,761Municipal
                  bonds:Due
                  after five through ten years
              
              
              1,179
              
              
              -
              
              
              (2
              )
              
              1,177Due
                  after ten years
              
              
              1,382
              
              
              1
              
              
              (1
              )
              
              1,3822,561
              
              
              1
              
              
              (3
              )
              
              2,559Mortgage-backed
                  securities
              
              
              12,489
              
              
              11
              
              
              (214
              )
              
              12,286Total
                  debt securities
              
              
              23,352
              
              
              12
              
              
              (338
              )
              
              23,026Equity
                  securities:Variable
                  rate preferred securities:
              
              
              2,000
              
              
              -
              
              
              -
              
              
              2,000Total
                  available-for-sale securities
              
              $
              25,352
              
              $
              12
              
              $
              (338
              )
              $
              25,026


11
 **December
                  31, 2006**Available-for-sale
                  securities:
              
              Amortized
              
              Gross
                  Unrealized
              
              EstimatedDebt
                  securities:
              
              Cost
              
              Gains
              
              (Losses)
              
              Market
                  ValueU.S.
                  agency obligations:Due
                  in less than one year
              
              $
              3,500
              
              $
              -
              
              $
              (29
              )
              $
              3,471Due
                  from one through five years
              
              
              4,000
              
              
              -
              
              
              (73
              )
              
              3,9277,500
              
              
              -
              
              
              (102
              )
              
              7,398Corporate
                  bonds:Due
                  in less than one year
              
              
              506
              
              
              -
              
              
              (2
              )
              
              504Due
                  from one through five years
              
              
              1,554
              
              
              -
              
              
              (48
              )
              
              1,5062,060
              
              
              -
              
              
              (50
              )
              
              2,010Municipal
                  bonds:Due
                  after five through ten years
              
              
              1,179
              
              
              -
              
              
              -
              
              
              1,179Due
                  after ten years
              
              
              1,383
              
              
              -
              
              
              (6
              )
              
              1,3772,562
              
              
              -
              
              
              (6
              )
              
              2,556


Mortgage-backed
                securities
            
            
            12,986
            
            
            4
            
            
            (282
            )
            
            12,708Total
                debt securities
            
            
            25,108
            
            
            4
            
            
            (440
            )
            
            24,672Equity
                securities:Variable
                rate preferred securities:
            
            
            2,000
            
            
            -
            
            
            -
            
            
            2,000Total
                available-for-sale securities
            
            $
            27,108
            
            $
            4
            
            $
            (440
            )
            $
            26,672





The
      Company had no realized gains or losses on investment securities during the
      three months ended March 31, 2007, and an $86,000 realized loss on investment
      securities during the three months ended March 31, 2006.





**Loans**


The
      Company’s loan portfolio increased by $1.7 million, or 1.2%, during the first
      quarter of 2007. The majority of growth was in commercial and consumer real
      estate loans. At March 31, 2007 and December 31, 2006, the composition of the
      Company’s loan portfolio was as follows (dollars in thousands):


12


FIRST
      VALLEY BANCORP, INC. FORM 10-QSB QUARTERLY REPORT


MARCH
      31,
      2007





**At**
            
            **At****March
                31, 2007**
            
            **December
                31, 2006**Commercial
                mortgages
            
            $
            70,858
            
            $
            69,603Commercial
                loans
            
            
            29,702
            
            
            30,162Residential
                mortgages
            
            
            23,942
            
            
            22,925Consumer
                and home equity loans
            
            
            12,979
            
            
            13,127137,481
            
            
            135,817Less:Deferred
                loan origination fees
            
            
            238
            
            
            248Allowance
                for loan losses
            
            
            1,958
            
            
            1,860Loans
                receivable, net
            
            $
            135,285
            
            $
            133,709Weighted
                average yield
            
            
            7.25
            %
            
            7.24
            %





**Critical
      Accounting Policies**


In
      the
      ordinary course of business, the Company has made a number of estimates and
      assumptions relating to reporting results of operations and financial condition
      in preparing its financial statements in conformity with accounting principles
      generally accepted in the United States of America. Actual results could differ
      significantly from those estimates under different assumptions and conditions.
      The Company believes the following discussion addresses the Company's only
      critical accounting policy, which is the policy that is most important to the
      presentation of the Company's financial results. This policy requires
      management's most difficult, subjective and complex judgments, often as a result
      of the need to make estimates about the effect of matters that are inherently
      uncertain.





**Allowance
      for Loan Losses**


The
      allowance for loan losses is established by a provision charged to earnings
      and
      is maintained at a level considered adequate to provide for potential loan
      losses based on management’s evaluation of known and inherent risks in the loan
      portfolio. When a loan or portion of a loan is considered uncollectible, it
      is
      charged against the allowance for loan losses. Recoveries of loan previously
      charged off are credited to the allowance when collected.





Management
      makes regular evaluations of the loan portfolio to determine the adequacy of
      the
      level of the allowance for loan losses. Numerous factors are considered in
      the
      evaluation, including a review of certain borrowers’ current financial status
      and credit standing, available collateral, loss experience in relation to
      outstanding loans, the overall loan portfolio quality, management’s judgment
      regarding prevailing and anticipated economic conditions, and other relevant
      factors.





In
      addition, various regulatory agencies, as an integral part of their examination
      process, periodically review the Company’s allowance for loan losses. Such
      agencies may require the Company to recognize additions to the allowance based
      on their judgments about information available to them at the time of their
      examination.





The
      following summarizes the changes in allowance for loan losses for the three
      months ended March 31, 2007 (dollars in thousands):


13


FIRST
      VALLEY BANCORP, INC. FORM 10-QSB QUARTERLY REPORT


MARCH
      31,
      2007





Balance,
                beginning of period
            
            $
            1,860Provision
                for loan losses
            
            
            99Chargeoffs
            
            
            (1
            )Recoveries
            
            
            -Balance,
                end of period
            
            **$**
            **1,958**





Nonperforming
      loans totaled $257,000 and $270,000 at March 31, 2007 and December 31, 2006,
      respectively. These loans, delinquent 90 days or more, were accounted for on
      a
      non-accrual basis. Impaired loans totaled $870,000 and $720,000 at March 31,
      2007 and December 31, 2006, respectively. These loans had specific reserves
      of
      $227,000 at March 31, 2007 and $139,000 at December 31, 2006.





**Deposits**


Deposits
      declined by $2.3 million, or 1.4%, during the first quarter of 2007. The
      decrease was almost entirely in time deposit balances, while balances in NOW
      accounts, money market savings and demand deposit accounts increased.





At
      March
      31, 2007 and December 31, 2006, the Company’s deposit balances were as follows
      (dollars in thousands):




**At
                March 31 , 2007**
            
            **At
                December 31, 2006****Weighted**
            
            
            
            **Weighted****Average**
            
            
            
            **Average****Amount**
            
            **Rate**
            
            **Amount**
            
            **Rate**Non-interest
                checking
            
            $
            19,235
            
            
            0.00
            %
            $
            18,225
            
            
            0.00
            %Regular
                savings
            
            
            17,564
            
            
            0.82
            %
            
            17,782
            
            
            0.79
            %Money
                market savings
            
            
            17,384
            
            
            2.85
            %
            
            15,309
            
            
            2.71
            %NOW
                accounts
            
            
            3,700
            
            
            0.69
            %
            
            3,646
            
            
            1.25
            %57,883
            
            
            1.15
            %
            
            54,962
            
            
            1.09
            %Time
                deposits
            
            
            104,560
            
            
            4.74
            %
            
            109,796
            
            
            4.74
            %Total
                Deposits
            
            **$**
            **162,443**
            
            
            **3.46**
            **%**
            **$**
            **164,758**
            
            
            **3.52**
            **%**





**Borrowed
      Funds**


At
      March
      31, 2007 and December 31, 2005, the Company had $8.9 million and $15.0 million,
      respectively, in borrowed funds. The Company has used excess liquidity during
      the first quarter of 2007 to repay maturing Federal Home Loan Bank of Boston
      ("FHLBB") Advances. The weighted average rates on borrowed funds at March 31,
      2007 and December 31, 2006 were 5.29% and 5.32%, respectively.





**Liquidity
      and Capital Resources**


At
      March
      31, 2007, approximately 24% of the Company’s assets were held in cash, cash
      equivalents and securities and 73% of the Company’s assets were held in loans.
      The Company’s ratio of loans to deposits, which is used as a general guideline
      in managing the Company’s asset/liability mix, was 83% at March 31, 2007.





The
      Company has other liquidity related policy targets and thresholds which are
      reviewed on a regular basis by the Asset/Liability Committee (“ALCO”). The
      Company reviews and sets deposit rates weekly


14
 FIRST
        VALLEY BANCORP, INC. FORM 10-QSB QUARTERLY REPORT


MARCH
      31,
      2007





based
      upon its need for funds, competition in the market area, and the availability
      and pricing of other funding sources.





The
      Bank
      is also a member of the FHLBB, which provides an alternative funding source
      for
      the Bank’s liquidity needs. The Bank currently has approximately $23 million of
      additional borrowing capacity at the FHLBB.





Each
      of
      the Company’s sources of liquidity is vulnerable to various uncertainties beyond
      the control of the Company. Scheduled loan and security payments are a
      relatively stable source of funds, but prepayments in loans and securities,
      securities calls, and deposit flows can all vary widely in reaction to market
      conditions, primarily prevailing interest rates. The Company’s financial
      condition is also affected by its ability at attractive rates and other market
      conditions.





The
      Company considers its sources of liquidity to be adequate to provide for
      expected and unexpected balance sheet fluctuations and to provide funds for
      growth. Management closely monitors its liquidity/cash flow position and is
      not
      currently aware of any trends or uncertainties that would create liquidity
      problems in the near future.





The
      Company is subject to capital adequacy rules and guidelines issued by the
      Federal Reserve Bank, and the Bank is subject to capital adequacy rules and
      guidelines issued by the FDIC. The substantially parallel rules and guidelines
      require the Company to maintain certain minimum ratios of capital to adjusted
      total assets and/or risk-weighted assets.





The
      Bank’s regulatory capital ratios at March 31, 2007 were a total risk-based
      capital ratio of 11.2% and a Tier 1 capital ratio of 7.8%. Those capital ratios
      at December 31, 2006 were 11.1% and 7.8%, respectively. The Company’s regulatory
      capital ratios at March 31, 2007 and December 31, 2006 were similar to the
      Bank’s ratios. Both the Company’s and the Bank’s capital ratios at March 31,
      2007 were considered well capitalized for regulatory purposes.





**RESULTS
      OF OPERATIONS**


**Comparison
      of the three month periods ended March 31, 2007 and 2006**


**Net
      Income**


The
      Company had a net loss of $66,000, or $0.06 basic loss per share and $0.05
      diluted loss per share, for the three-month period ended March 31, 2007,
      compared to net income of $221,000, or $0.19 basic income per share and $0.18
      diluted income per share, for the three-month period ended March 31, 2006.
      The
      net loss in the first quarter of 2007 is primarily attributable to expenses
      related to the operation of two new branch offices that opened for business
      in
      the first quarter of 2007.





**Net
      Interest Income**


Net
      interest income for the three months ended March 31, 2007 was $1,440,000
      compared to $1,388,000 for the same period in 2006. The increase for the
      three-month period is due to growth in interest-earning assets which more than
      offset compression in the Bank’s average net interest margin, which was 3.31%
      for the quarter ended March 31, 2007 compared to 3.65% for the same quarter
      in
      2006.





**Interest
      Income**


Total
      interest income for the three-month periods ended March 31, 2007 and 2006 was
      $2,984,000 and $2,380,000, respectively. The average rate on interest-earning
      assets was higher by 62 basis points in the 2007 quarter versus the same quarter
      in 2006, while average interest earning assets were increased by $21.8 million.


15
 FIRST
        VALLEY BANCORP, INC. FORM 10-QSB QUARTERLY REPORT


MARCH
      31,
      2007





**Interest
      Expense**


Total
      interest expense for the three-month periods ended March 31, 2007 and 2006
      was
      $1,544,000 and $992,000, respectively. The average rate on deposits and
      borrowings was 4.08% in the first quarter of 2007 compared to 3.05% in the
      same
      quarter of 2006, an increase of 103 basis points. The increase in the average
      rate reflects a shift of savings and money market deposits into time deposits.
      The higher interest expense in the current quarter reflects the higher average
      rate as well as strong growth in average interest-bearing liabilities which
      increased by $21.6 in the first quarter of 2007.





The
      tables below shows the major categories of average assets and average
      liabilities together with their respective interest income or expense and the
      rates earned and paid by the Company (dollars in thousands):




For
                  Three Months EndedMarch
                  31, 2007
              March
                  31, 2006**Interest-Earning
                  Assets:**
              
              Average
              
              Income/
              
              Average
              
              Average
              
              Income/
              
              AverageFederal
                  funds sold and money
              
              Balance
              
              Expense
              
              Rate
              
              Balance
              
              Expense
              
              Ratemarket
                  accounts
              
              $
              13,458
              
              $
              172
              
              
              5.18
              %
              $
              6,256
              
              $
              70
              
              
              4.51
              %Investment
                  securities
              
              
              26,722
              
              
              284
              
              
              4.31
              %
              
              31,757
              
              
              314
              
              
              4.01
              %Loans
              
              
              135,988
              
              
              2,528
              
              
              7.54
              %
              
              116,339
              
              
              1,996
              
              
              6.96
              %Total
                  interest-earnings assets
              
              
              176,168
              
              
              2,984
              
              
              6.87
              %
              
              154,352
              
              
              2,380
              
              
              6.25
              %Non-interest-earning
                  assets
              
              
              9,154
              
              
              
              
              
              
              
              
              5,421Total
                  assets
              
              $
              185,322
              
              
              
              
              
              
              
              $
              159,773**Interest-Bearing
                  Liabilities:**NOW
                  accounts
              
              
              2,858
              
              
              7
              
              
              1.02
              %
              
              3,033
              
              
              4
              
              
              0.53
              %Savings
                  and money market accounts
              
              
              33,186
              
              
              138
              
              
              1.68
              %
              
              42,558
              
              
              159
              
              
              1.52
              %Time
                  deposits
              
              
              108,457
              
              
              1,277
              
              
              4.78
              %
              
              66,655
              
              
              590
              
              
              3.59
              %Borrowed
                  money
              
              
              9,101
              
              
              122
              
              
              5.44
              %
              
              19,773
              
              
              239
              
              
              4.90
              %Total
                  interest-bearing liabilities
              
              
              153,602
              
              
              1,544
              
              
              4.08
              %
              
              132,019
              
              
              992
              
              
              3.05
              %Non-interest-bearing
                  demand deposits
              
              
              18,950
              
              
              
              
              
              
              
              
              16,677Other
                  non-interest-bearing liabilities
              
              
              2,225
              
              
              
              
              
              
              
              
              1,214Capital
                  accounts
              
              
              10,545
              
              
              
              
              
              
              
              
              9,863Total
                  liabilities and capital accounts
              
              $
              185,322
              
              
              
              
              
              
              
              $
              159,773Net
                  interest income
              
              
              
              
              $
              1,440
              
              
              
              
              
              
              
              $
              1,388Net
                  interest margin
              
              
              
              
              
              3.31
              %
              
              
              
              
              
              
              
              3.65
              %Interest
                  rate spread
              
              
              
              
              
              2.79
              %
              
              
              
              
              
              
              
              3.20
              %


16


FIRST
      VALLEY BANCORP, INC. FORM 10-QSB QUARTERLY REPORT


MARCH
      31,
      2007








Net
      interest income can be analyzed in terms of the impact of changing rates and
      changing volumes. The following table describes the extent to which changes
      in
      interest rates and changes in the volume of interest-earning assets and
      interest-bearing liabilities have affected the Company’s interest income and
      interest expense during the periods indicated. Information is provided in each
      category with respect to (i) changes attributable to changes in volume (changes
      in volume multiplied by the prior rate), (ii) changes attributable to changes
      in
      rates (changes in rates multiplied by prior volume), and (iii) the net change
      (dollars in thousands):





For
                the 3 Months EndedMarch
                31, 2007 versus 2006Interest
                Income:
            
            Increase
                (Decrease) Due toFederal
                funds sold and money
            
            
            Rate
            
            
            Volume
            
            
            Totalmarket
                accounts
            
            $
            12
            
            $
            90
            
            $
            102Investment
                securities
            
            
            23
            
            
            (53
            )
            
            (30
            )Loans
            
            
            176
            
            
            356
            
            
            532Total
                interest income
            
            
            211
            
            
            393
            
            
            604Interest
                Expense:NOW
                accounts
            
            
            3
            
            
            -
            
            
            3Savings
                and money market accounts
            
            
            16
            
            
            (38
            )
            
            (22)Time
                deposits
            
            
            237
            
            
            451
            
            
            688Borrowed
                money
            
            
            25
            
            
            (141)
            
            
            (117)Total
                interest expense
            
            
            281
            
            
            272
            
            
            552Change
                in Net interest income
            
            $
            (70
            )
            $
            121
            
            $
            52





**Provision
      for Loan Losses**


The
      Company’s provision for loan losses was $99,000 in the first quarter of 2007
      compared with $75,000 for the first quarter of 2006. Management performs a
      quarterly review of the loan portfolio and based on this review sets the level
      of provision necessary to maintain an adequate loan loss allowance. At March
      31,
      2007, the allowance for loan losses totaled $1,95 7 ,000,
      or
      1.42% of total gross loans outstanding, compared to $1,860,000, or 1.37% of
      total loans outstanding, at December 31, 2006.





At
      March
      31, 2007 and December 31, 2006, the Bank had nonperforming loans totaling
      $257,000 and $270,000, respectively.





**Noninterest
      Income**


The
      Company had $156,000 of service charges and other fees for the three months
      March 31, 2007 compared to $86,000 for the same period in 2006. The growth
      in
      2007 reflects higher fees on deposit accounts as well as fees from Riverside
      Investment Services. The first quarter of 2006 also includes an $86,000 net
      realized loss on investment securities.


17


FIRST
      VALLEY BANCORP, INC. FORM 10-QSB QUARTERLY REPORT


MARCH
      31,
      2007





**Noninterest
      Expense**


Total
      noninterest expenses in the first quarter of 2007 were $1,579,000 versus
      $939,000 in the first quarter of 2006, an increase of $640,000. The growth
      in
      2007 reflects the operating expenses related to two full service branches that
      were opened in the first quarter of 2007 and an operations center that was
      occupied in the third quarter of 2006. The increase also includes compensation
      and benefits expenses and other costs related to the startup and operation
      of
      Riverside Investment Services. The Bank had 55 full-time equivalent employees
      at
      March 31, 2007 versus 52 full-time equivalent employees at December 31, 2006
      and
      34 full-time equivalent employees at March 31, 2006.





**Income
      Taxes**


Total
      income tax benefit for the three-month periods ended March 31, 2007 was $16,000
      compared with an income tax expense of $153,000 for the same quarter in 2006.
      The effective income tax rates for the respective quarters were 19.6% and 40.9%.








**(c)
      Off Balance Sheet Arrangements**


There
      have been no significant changes in the Company's off balance sheet
      arrangements, which primairly consist of commitments to lend, during the quarter
      ended March 31, 2007.





**Item
      3. Controls and Procedures**


Based
      upon an evaluation as of the end of the period covered by this report, the
      Company’s Chief Executive Officer and Chief Financial Officer concluded that the
      Company’s disclosure controls and procedures are effective. There have been no
      significant changes in the Company’s internal controls or in other factors that
      could significantly affect the Company’s internal controls subsequent to the
      date of the evaluation, including any corrective actions with regard to
      significant deficiencies and material weaknesses.





**Part
      II. - OTHER INFORMATION**


Item
                1.
            Legal
                Proceedings - Not applicableItem
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds - Not applicableItem
                3.
            Defaults
                Upon Senior Securities - Not applicableItem
                4.
            Submission
                of Matters to a Vote of Security Holders - Not applicableItem
                5.
            Other
                Information - Not applicableItem
                6.
            Exhibits
                -





(a)
            Exhibits





2.1
            Agreement
                and Plan of Reorganization by and between Valley Bank and First Valley
                Bancorp, Inc. dated as of May 23, 2005 (incorporated by reference
                to
                Company's Form 8-A dated June 27, 2005)2.2
            Agreement
                and Plan of Merger dated November 21, 2006 by and between New England
                Bancshares, Inc., New England Bancshares Acquisition, Inc. and First
                Valley Bancorp, Inc. (incorporated by reference to Company's Form
                8-K
                dated November 28, 2006)3.1
            Certificate
                of Incorporation (incorporated by reference to Company's Form 8-A
                dated
                June 27, 2005)3.2
            Bylaws
                (incorporated by reference to Company's Form 8-A dated June 27, 2005)4.1
            Instruments
                Defining Rights of Security Holders (incorporated by reference to
                Company's Form 8-A dated June 27, 2005)10.1
            Employment
                Agreement between Valley Bank and Robert L. Messier, Jr. dated July
                1,
                2004 (incorporated by reference to Company's Form 8-A dated June
                27, 2005)10.1.1
            Amendment
                to Employment Agreement between Valley Bank and Robert L. Messier,
                Jr.
                dated November 1, 2004 (incorporated by reference to Company's Form
                8-A
                dated June 27, 2005)10.1.2
            Addendum
                to Employment Agreement between Valley Bank and Robert L. Messier,
                Jr.
                dated November 21, 2006.10.2
            Change
                in Control Agreement dated October 1, 2004 by and between Valley
                Bank and
                Mark J. Blum (incorporated by reference to Company's Form 8-A dated
                June
                27, 2005)


18


10.3
            Change
                in Control Agreement dated October 1, 2004 by and between Valley
                Bank and
                Anthony M. Mattioli (incorporated by reference to Company's Form
                8-A dated
                June 27, 2005)10.4
            Change
                in Control Agreement dated October 1, 2004 by and between Valley
                Bank and
                Robert L. Messier, Jr. (incorporated by reference to Company's Form
                8-A
                dated June 27, 2005)10.5
            Stock
                Option and Stock Compensation Plan (incorporated by reference to
                Company's
                Form 8-A dated June 27, 2005)10.6
            Supplemental
                Executive Retirement Plan dated November 21, 2006 between Valley
                Bank and
                Robert L. Messier, Jr.31.1
            Chief
                Executive Officer Certification Pursuant to 17 CFR 240.13a-14, as
                adopted
                pursuant to Section 302 of the Sarbanes Oxley Act of 2002.31.2
            Chief
                Financial Officer Certification Pursuant to 17 CFR 240.13a-14, as
                adopted
                pursuant to Section 302 of the Sarbanes Oxley Act of 2002.32.1
            Chief
                Executive Officer Certification Pursuant to 18 U.S.C. Section 1350,
                as
                adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.32.2
            Chief
                Financial Officer Certification Pursuant to 18 U.S.C. Section 1350,
                as
                adopted pursuant to Section 906 of the Sarbanes Oxley Act of
                2002.









19


FIRST
      VALLEY BANCORP, INC. FORM 10-QSB QUARTERLY REPORT


MARCH
      31,
      2007











**SIGNATURES**








In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly authorized.





FIRST
                VALLEY BANCORP, INC.(Registrant)Date: 
                May 14, 2007
            /s/
                Robert L. Messier, Jr.Robert
                L. Messier, Jr.President
                and Chief ExecutiveOfficerDate: 
                May 14, 2007
            /s/Mark
                J. BlumMark
                J. BlumExecutive
                Vice President, Treasurerand
                Chief Financial Officer







20