<PAGE>
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                               FORM 10-KSB/A
                      Amendment No. 1 to Form 10-KSB


     [X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934
          For the fiscal year ended December 31, 1998

     [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934
          For the transition period from _______________ to _____________

                     Commission File Number: 333-00724
                       VALLEY RIDGE FINANCIAL CORP.
              (Name of Small Business Issuer in Its Charter)

                   MICHIGAN                           38-2888214
        (State or Other Jurisdiction of            (I.R.S. Employer
        Incorporation or Organization)            Identification No.)

           450 WEST MUSKEGON AVENUE
              KENT CITY, MICHIGAN                       49330
   (Address of Principal Executive Offices)           (Zip Code)

                              (616) 678-5911
             (Issuer's Telephone Number, Including Area Code)

   Securities registered under Section 12(b) of the Exchange Act: NONE.

   Securities registered under Section 12(g) of the Exchange Act: NONE.

Check whether the registrant:  (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for 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.  Yes __X__     No _____

Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [X]

The issuer's revenues for the year ended December 31, 1998, were
$12,144,450.


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As of March 29, 1999, the aggregate market value of the common stock held
by non-affiliates of the registrant was approximately $13,683,530.  This
amount is based on the sale price of $35.00 per share for the registrant's
stock as of such date.

As of March 29, 1999, the registrant had outstanding 622,573 shares of
Common Stock.

Transitional Small Business Disclosure Format (check one):  Yes _____
No __X__.








































<PAGE>
     This Amendment No. 1 to Form 10-KSB is filed solely for the purpose of
amending the amounts reported under the caption "Bonus" for 1998 in the
Summary Compensation Table in Item 10 of the Form 10-KSB of Valley Ridge
Financial Corp. for the fiscal year ended December 31, 1998 (the "Form 10-
KSB").  No other changes are reflected by this amendment.  Item 10 of the
Form 10-KSB is hereby amended in its entirety as set forth below.

ITEM 10.  EXECUTIVE COMPENSATION.

     The following table shows certain information concerning the
compensation for services rendered during each of the three years in the
period ended December 31, 1998, of the Chief Executive Officer of the
Corporation and each executive officer of the Corporation who earned cash
compensation in excess of $100,000 during 1998.  Messrs. Edgar, McHugh and
Hansen were compensated by the Bank in the capacities indicated in the
table.

<TABLE>
                        SUMMARY COMPENSATION TABLE
<CAPTION>
                                                                         LONG-TERM
                                                                        COMPENSATION
                                                                        ------------
                                             ANNUAL COMPENSATION           AWARDS
      NAME AND                               -------------------        ------------
      PRINCIPAL                                                          RESTRICTED       ALL OTHER
      POSITION                     YEAR    SALARY<F1>    BONUS<F2>    STOCK AWARDS<F3>  COMPENSATION<F4>
      --------                     ----    ----------    ---------    ----------------  ----------------
<S>                               <C>      <C>           <C>              <C>              <C>
Richard L. Edgar                   1998     $143,003      $25,694          $22,312          $32,500
   Director, President             1997      123,510       32,900               --           31,801
   and Chief Executive             1996      119,950       30,000               --           27,403
   Officer of the Corporation
   and the Bank

Michael E. McHugh                  1998     $ 92,022      $14,180          $15,340          $19,049
   Director, Secretary and         1997     $ 88,050      $19,740               --          $18,406
   Treasurer of the Corporation    1996       86,250       18,000               --           18,055
   and Director and Executive
   Vice President of the Bank

Ronald L. Hansen                   1998     $ 93,334      $ 8,225          $12,551          $13,078
   Director and Vice President     1997       87,525       14,250               --           12,634
   of the Corporation and          1996       77,725       13,100               --               37
   Director and Senior Vice
   President of the Bank



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----------------
<FN>
<F1> Includes compensation deferred under the Bank's Profit Sharing/401(k)
     Plan and director fees paid by the Bank and its predecessors.

<F2> Includes compensation deferred under the Bank's Profit Sharing/401(k)
     Plan.

<F3> The values of restricted stock awards reported in this column are
     calculated using the market price of Valley Ridge Common Stock on the
     date of grant.  At December 31, 1998, each of the named executive
     officers held shares of restricted stock.  Dividends will be paid on
     shares of restricted stock at the same rate dividends are paid on
     Valley Ridge Common Stock.  The number of shares of restricted stock
     held by each named individual and the aggregate value of those shares
     (based on the market price of Valley Ridge Common Stock on December
     31, 1998) at the end of the Corporation's fiscal year are set forth
     below:

                                  NUMBER OF       AGGREGATE
                                   SHARES           VALUE
                                  ---------       ---------

               Mr. Edgar             800           $28,000
               Mr. McHugh            550            19,250
               Mr. Hansen            450            15,750

     All such shares were awarded in 1998 and vest as follows: 50% of the
     shares vested on the date of grant; 10% of the shares vest on each
     anniversary of the date of grant thereafter.

<F4> All other compensation for 1998 includes:  (i) contributions by the
     Bank under the Profit Sharing/401(k) Plan; (ii) contributions by the
     Corporation under the Valley Ridge Employee Stock Ownership Plan; and
     (iii) amounts paid by the Bank for life insurance.  The amounts
     included for each such factor for 1998 are:

                                       (I)         (II)        (III)
                                     -------      ------      ------
        Mr. Edgar                    $21,975      $3,467      $7,058
        Mr. McHugh                    13,337       2,327       3,385
        Mr. Hansen                    10,345       1,954         779
</FN>
</TABLE>

     During 1998, the Bank compensated its directors at the rate of $3,800
per year and $400 per regular board meeting attended, except that the


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Chairman of the Board was paid $500 per meeting attended.  Directors who
were not executive officers of the Corporation or the Bank also received
$125 per committee meeting attended. The Corporation has entered into
deferred compensation agreements with some of its directors under which
payments will be made to the directors after their retirement.

     Effective January 1, 1997, the Bank entered into Executive Employee
Salary Continuation Agreements (the "Agreements") with each of the named
executive officers.  Under the Agreements, an executive officer is eligible
to receive payment of a monthly retirement benefit from the Bank for 180
months following normal retirement date (age 65).  An executive officer may
retire early, after age 60, and receive a reduced benefit, or retire after
age 65 and receive an increased benefit.  If an executive officer
terminates employment prior to early retirement, a vested benefit is
payable.  Vesting is based on five years of employment commencing January
1, 1997, with 100% vesting given upon death, disability or other
involuntary termination of employment for reasons other than "cause."  If a
named executive officer dies before receiving the entire benefit, remaining
payments will be made to a beneficiary.  If the officer is terminated prior
to early retirement, without "cause" but following a "change in control" of
the Bank (as these terms are defined in the Agreements), the officer named
will receive the vested benefit plus payment of one year's salary.  The
monthly normal retirement benefit for each executive officer is $3,275 for
Mr. Edgar, $758 for Mr. McHugh, and $1,825 for Mr. Hansen.

     Effective January 13, 1998, Mr. Edgar and Mr. McHugh have employment
agreements with the Corporation under which Mr. Edgar serves as President
and Chief Executive Officer, and Mr. McHugh serves as Secretary, Treasurer
and Chief Financial Officer, of the Corporation and the Bank.  Mr. Edgar's
agreement provides for a minimum annual salary of $116,761, or any
increased amount authorized by the Board of Directors, and Mr. McHugh's
agreement provides for a minimum annual salary of $80,340, or any increased
amount authorized by the Board of Directors. Both agreements provide for
annual salary reviews and bonuses in the discretion of the Board of
Directors.  Both agreements provide that if the Corporation terminates the
executive's employment other than for "cause" or due to the executive's
extended "disability" (as those terms are defined in the agreements), or if
the executive terminates the employment for "good reason" (as defined in
the agreements), the executive will be entitled to severance pay consisting
of continuation of his salary and benefits for the remaining term of the
his agreement.  Severance pay would be reduced by the amount of any
disability benefits received by the executive (other than benefits under a
specifically identified disability insurance policy) and would also be
reduced as much as necessary to avoid any part of the executive's
compensation from the Corporation being classified as "excess parachute
payments" under Section 280G of the Internal Revenue Code.  Severance pay
is subject to discontinuance if the executive materially competes with the


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Corporation.  The term of Mr. Edgar's agreement is five years and extended
one year on each anniversary of the effective date unless the Board of
Directors gives written notice of its intention not to extend the term.
The term of Mr. McHugh's agreement is five years.

     Ronald L. Hansen has an employment agreement with the Corporation.
Under this agreement, Mr. Hansen is to serve the Corporation and the Bank
in his present capacity for an annual salary of $70,000 and discretionary
bonuses to be determined by the board of directors of the Corporation.  Mr.
Hansen's salary is reviewed at least annually by the board of directors and
may be increased, but not decreased.  Upon termination of his employment
agreement by the Corporation without "cause" or by Mr. Hansen for "good
reason" before a "change in control" of the Corporation (as these terms are
defined in the agreements), Mr. Hansen is entitled to his salary and
benefits, as if termination of his employment had not occurred, through
June 30, 2001.  If such termination occurs after a change in control, Mr.
Hansen is entitled to his salary and benefits, as if termination of his
employment had not occurred, until the later of (i) June 30, 2001, or (ii)
three years after the change in control; provided that the amount of salary
and benefits continuation attributable to the period beyond June 30, 2001,
will be subject to a reduction to the extent of any portion of that amount
that constitutes an "excess parachute payment" (as that term is defined in
Section 280G of the Internal Revenue Code of 1986, as amended).


























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                                SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                              VALLEY RIDGE FINANCIAL CORP.
                              (Registrant)


June 14, 1999                 By /S/RICHARD L. EDGAR
                                 Richard L. Edgar
                                 President and Chief Executive Officer



































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