<PAGE>
                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549

                                FORM 10-QSB



              [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended March 31, 1999

                                    OR

              [ ] 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.
     (Exact Name of Small Business Issuer as Specified in its Charter)

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

                450 W. MUSKEGON                     (616) 678-5911
          KENT CITY, MICHIGAN  49330         (Issuer's Telephone Number,
   (Address of Principal Executive Offices)      Including Area Code)

Check whether the issuer (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_____.

There were 622,573 shares of Common Stock (no par value) outstanding as of
March 31, 1999.

Transitional Small Business Disclosure Format (check one): Yes_____
No__X__.






<PAGE>
                       VALLEY RIDGE FINANCIAL CORP.
                                   INDEX



PART I.  FINANCIAL INFORMATION                                       PAGE NO.

         Item 1. Financial Statements

         Condensed Consolidated Balance Sheets -
           March 31, 1999 (Unaudited) and December 31, 1998. . .         3

         Condensed Consolidated Statements of Income -
           Three Months Ended March 31, 1999 (Unaudited)
           and March 31, 1998 (Unaudited). . . . . . . . . . . .         4

         Consolidated Statements of Comprehensive Income -
           Three Months Ended March 31, 1999 (Unaudited)
           and March 31, 1998 (Unaudited)    . . . . . . . . . .         5

         Condensed Consolidated Statements of Cash Flows -
           Three Months Ended March 31, 1999 (Unaudited) and
           March 31, 1998 (Unaudited). . . . . . . . . . . . . .         6

         Notes to Condensed Consolidated Financial Statements
           (Unaudited) . . . . . . . . . . . . . . . . . . . . .         7


         Item 2.  Management's Discussion and Analysis or Plan
                  of Operation . . . . . . . . . . . . . . . . .         9


PART II. OTHER INFORMATION

         Item 6. EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . .        13


SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . .       14












<PAGE>
                      PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

<TABLE>
                       VALLEY RIDGE FINANCIAL CORP.
                   CONDENSED CONSOLIDATED BALANCE SHEETS
---------------------------------------------------------------------------
<CAPTION>
                                                            MARCH 31,          DECEMBER 31,
                                                              1999                 1998
                                                          ------------         ------------
                                                           (Unaudited)
<S>                                                      <C>                  <C>
ASSETS
    Cash and due from banks                               $  4,563,946         $  5,553,484
    Federal funds sold                                                              500,000
                                                          ------------         ------------
        Total cash and cash equivalents                      4,563,946            6,053,484

    Securities available for sale                           33,407,219           29,294,862
    Other securities                                         1,351,828            1,351,828
    Loans held for sale                                      3,699,677            3,670,761

    Total loans                                             99,244,253           99,433,953
    Allowance for loan losses                               (1,390,473)          (1,388,700)
                                                          ------------         ------------
                                                            97,853,780           98,045,253
    Premises and equipment - net                             5,708,897            5,721,881
    Other assets                                             4,246,022            4,057,041
                                                          ------------         ------------

        Total assets                                      $150,831,369         $148,195,110
                                                          ============         ============

LIABILITIES AND SHAREHOLDERS' EQUITY
    Deposits
        Noninterest-bearing                               $ 17,900,045         $ 20,473,900
        Interest-bearing                                    99,443,189           99,108,851
                                                          ------------         ------------
                                                           117,343,234          119,582,751

    Securities sold under agreement to repurchase              519,194            1,204,014
    Federal funds purchased                                  1,200,000
    Other borrowings                                        16,000,000           11,000,000
    Accrued expenses and other liabilities                   1,143,812            1,923,894
                                                          ------------         ------------
        Total liabilities                                  136,206,240          133,710,659

                                     3
<PAGE>
Shareholders' equity
    Common stock, no par value: 2,000,000 shares
      authorized and 622,573 shares outstanding at
      March 31, 1999 and December 31, 1998                   7,666,697            7,666,697
    Retained earnings                                        6,295,732            6,007,862
    Unearned restricted stock                                  (40,441)             (40,441)
    Net unrealized gain on securities available for sale       703,141              850,333
                                                          ------------         ------------
        Total shareholders' equity                          14,625,129           14,484,451
                                                          ------------         ------------

           Total liabilities and shareholders' equity     $150,831,369         $148,195,110
                                                          ============         ============
</TABLE>


---------------------------------------------------------------------------

  See accompanying notes to condensed consolidated financial statements.






























                                     4
<PAGE>
<TABLE>
                       VALLEY RIDGE FINANCIAL CORP.
                CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                (Unaudited)
---------------------------------------------------------------------------
<CAPTION>
                                                           -----THREE MONTHS ENDED-----
                                                           MARCH 31,          MARCH 31,
                                                             1999               1998
                                                          ----------         ----------
<S>                                                      <C>                <C>
Interest income
    Loans, including fees                                 $2,261,569         $2,178,393
    Federal funds sold                                         4,335             69,283
    Investment securities                                    465,949            345,410
                                                          ----------         ----------
                                                           2,731,853          2,593,086
Interest expense
    Deposits                                                 897,250            933,770
    Other                                                    186,946            165,670
                                                          ----------         ----------
                                                           1,084,196          1,099,440
                                                          ----------         ----------


NET INTEREST INCOME                                        1,647,657          1,493,646

Provision for loan losses                                     37,500             37,500
                                                          ----------         ----------


NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES        1,610,157          1,456,146

Other income
    Service charges and other income                         379,097            271,567
    Gain on sales of investment securities                                       80,577
                                                          ----------         ----------
                                                             379,097            352,144
Other expense
    Salaries and benefits                                    777,078            691,544
    Occupancy                                                106,059             75,035
    Furniture and fixtures                                   109,845             60,816
    FDIC insurance premium                                     1,699              3,062
    Supplies                                                  47,743             31,520
    Other                                                    391,913            362,435
                                                          ----------         ----------
                                                           1,434,337          1,224,412
                                                          ----------         ----------

                                     5
<PAGE>
INCOME BEFORE FEDERAL INCOME TAX                             554,917            583,878

Federal income tax expense                                   111,403            129,456
                                                          ----------         ----------


NET INCOME                                                $  443,514         $  454,422
                                                          ==========         ==========

Basic and diluted earnings per share                      $     0.71         $     0.73
                                                          ==========         ==========
</TABLE>


---------------------------------------------------------------------------

  See accompanying notes to condensed consolidated financial statements.
































                                     6
<PAGE>
<TABLE>
                       VALLEY RIDGE FINANCIAL CORP.
              CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                (Unaudited)
---------------------------------------------------------------------------
<CAPTION>
                                                           -----THREE MONTHS ENDED-----
                                                           MARCH 31,          MARCH 31,
                                                             1999               1998
                                                          ----------         ----------
<S>                                                      <C>                <C>
Net income                                                $  443,514         $  454,422

Other comprehensive income, net of tax:
    Unrealized holding gains and losses on
      available-for-sale securities                         (223,018)            31,871
    Less reclassification adjustments for gains
      later recognized in income                                                 80,577
                                                          ----------         ----------
    Net unrealized gains and losses                         (223,018)           (48,706)
       Tax effect                                             75,826             16,560
                                                          ----------         ----------

    Other comprehensive income                              (147,192)           (32,146)
                                                          ----------         ----------

Comprehensive income                                      $  296,332         $  422,276
                                                          ==========         ==========
</TABLE>


--------------------------------------------------------------------------

  See accompanying notes to condensed consolidated financial statements.















                                     7
<PAGE>
<TABLE>
                       VALLEY RIDGE FINANCIAL CORP.
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (Unaudited)
---------------------------------------------------------------------------
<CAPTION>
                                                                           ------THREE MONTHS ENDED------
                                                                           MARCH 31,             MARCH 31,
                                                                             1999                  1998
                                                                          -----------          -----------
<S>                                                                      <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income                                                            $   443,514          $   454,422
    Adjustments to reconcile net income
      to net cash from operating activities
        Depreciation                                                          120,064               50,465
        Amortization of:
            Premiums and discounts on securities, net                          34,957                5,683
            Goodwill and core deposit intangibles                               1,193                4,146
        Provision for loan losses                                              37,500               37,500
        (Gain) loss on sale of securities                                                          (80,577)
        (Gain) loss on sale of loans                                            1,985              (13,733)
        Loans originated for sale                                          (1,997,838)          (2,293,000)
        Proceeds from loans sold                                            2,389,338            2,215,233
        Net change in:
            Accrued interest receivable                                      (248,769)             (76,953)
            Other assets                                                       58,595               (8,343)
            Accrued interest payable and other liabilities                   (704,255)             111,024
                                                                          -----------          -----------
                Net cash from operating activities                            136,284              405,867

CASH FLOWS FROM INVESTING ACTIVITIES
    Net change in loans                                                      (268,427)             520,467
    Proceeds from:
        Sales of securities available for sale                                                   3,542,237
        Repayments and maturities of securities available for sale            589,667              307,026
    Purchase of:
        Securities available for sale                                      (4,960,000)          (4,206,042)
        Premises and equipment, net                                          (107,080)          (1,054,911)
                                                                          -----------          -----------
            Net cash used in investing activities                          (4,745,840)            (891,223)

CASH FLOWS FROM FINANCING ACTIVITIES
    Net increase (decrease) in deposits                                    (2,239,518)           1,230,309
    Net (decrease) in securities sold under agreements to repurchase         (684,820)
    Net increase in federal funds purchased                                 1,200,000
    Advances from Federal Home Loan Bank                                    8,000,000


                                     8
<PAGE>
    Payments on Federal Home Loan Bank advances                            (3,000,000)
    Dividends paid                                                           (155,644)            (154,995)
                                                                          -----------          -----------
        Net cash from financing activities                                  3,120,018            1,075,314
                                                                          -----------          -----------

Net change in cash and cash equivalents                                    (1,489,538)             589,958

Cash and cash equivalents at beginning of period                            6,053,484            8,502,762
                                                                          -----------          -----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                $ 4,563,946          $ 9,092,720
                                                                          ===========          ===========
Supplemental disclosures of cash flow information
    Cash paid during the year for
        Interest                                                          $ 1,066,353          $ 1,065,073
        Income taxes                                                           60,339
</TABLE>


---------------------------------------------------------------------------

  See accompanying notes to condensed consolidated financial statements.


























                                     9
<PAGE>
                       VALLEY RIDGE FINANCIAL CORP.
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (Unaudited)
---------------------------------------------------------------------------

1.   BASIS OF PRESENTATION:

     The unaudited financial statements for the three months ended March
     31, 1999 and March 31, 1998 include the consolidated results of
     operations of Valley Ridge Financial Corp. ("Corporation") and its
     wholly-owned subsidiary, Valley Ridge Bank ("Bank").  These
     consolidated financial statements have been prepared in accordance
     with the Instructions for Form 10-QSB and Item 310(b) of Regulation
     S-B and do not include all disclosures required by generally accepted
     accounting principles for a complete presentation of the Corporation's
     financial condition and results of operations. In the opinion of
     management, the information reflects all adjustments (consisting only
     of normal recurring adjustments) which are necessary in order to make
     the financial statements not misleading and for a fair presentation of
     the results of operations for such periods.  The results for the
     period ended March 31, 1999 should not be considered as indicative of
     results for a full year.  For further information, refer to the
     consolidated financial statements and footnotes included in the
     Corporation's annual report on Form 10-KSB for the year ended December
     31, 1998.


2.   ALLOWANCE FOR LOAN LOSSES

     The following is a summary of the activity in the allowance for loan
     losses account for the three months ended March 31, 1999:
<TABLE>
<CAPTION>
<S>    <C>                                                        <C>
        Balance at January 1, 1999                                 $1,388,700
            Provision for loan losses charged
              to operating expense                                     37,500
            Recoveries on loans previously charged
              to the allowance                                         10,538
            Losses charged off                                        (46,265)
                                                                   ----------

        Balance at March 31, 1999                                  $1,390,473
                                                                   ==========
</TABLE>
---------------------------------------------------------------------------

                                (Continued)

                                     10
<PAGE>
                       VALLEY RIDGE FINANCIAL CORP.
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (Unaudited)
---------------------------------------------------------------------------

3.   OTHER BORROWINGS

     At March 31, 1999, the Corporation had the following advances from the
     Federal Home Loan Bank ("FHLB"):

<TABLE>
<CAPTION>
           TYPE                INTEREST RATE             MATURITY DATE                     AMOUNT
           ----                -------------             -------------                     ------
<S>      <C>                      <C>              <C>                                 <C>
          Fixed                    6.070%                 July 9, 1999                  $ 2,000,000
          Variable                 4.840                 July 14, 1999                    2,000,000
          Variable                 5.000                August 2, 1999                    3,000,000
          Variable                 5.000               August 25, 1999                    3,000,000
          Fixed                    6.080            September 22, 1999                    3,000,000
          Fixed                    5.120              October 22, 2003                    3,000,000
                                                                                        -----------

                                                                                        $16,000,000
                                                                                        ===========
</TABLE>

     Each advance requires monthly interest payments at either fixed or
     adjustable rates.  The variable rate is based on the FHLB overnight
     rate and adjusts quarterly.  These borrowings are collateralized by
     nonspecific loans within the mortgage portfolio and nonspecific
     qualifying securities within the securities portfolio up to the
     principal outstanding.


4.   EARNINGS PER COMMON SHARE:

     Basic and diluted earnings per share are calculated on the basis of
     the weighted average number of shares outstanding.  Earnings per share
     amounts are based on 622,573 and 619,979 shares outstanding for the
     three months ended March 31, 1999 and 1998, respectively.  All share
     amounts have been restated to reflect stock dividends and splits.



---------------------------------------------------------------------------

                                (Continued)

                                     11
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

The following discussion is designed to provide a review of the
consolidated financial condition and results of operations of Valley Ridge
Financial Corp. ("Valley Ridge").  This discussion should be read in
conjunction with the consolidated financial statements and related notes.

FORWARD-LOOKING STATEMENTS

This discussion and analysis of financial condition and results of
operations, and other sections of this report, contain forward-looking
statements that are based on management's beliefs, assumptions, current
expectations, estimates and projections about the financial services
industry, the economy, and about the Corporation itself.  Words such as
"anticipates," "believes," "estimates," "judgment," "expects," "forecasts,"
"intends," "is likely," "plans," "predicts," "projects," variations of such
words and similar expressions are intended to identify such forward-looking
statements.  In addition, the statements under the caption "Year 2000
Readiness Disclosure" are forward-looking statements.  Assessments that the
Corporation and/or its information and non-information technology systems
are Year 2000 "compliant" or "ready" are statements of belief as to the
outcome of future events based in part on information provided by vendors
and other third parties that the Corporation has not independently
verified.  These statements are not guarantees of future performance and
involve certain risks, uncertainties and assumptions ("Future Factors")
that are difficult to predict with regard to timing, extent, likelihood and
degree of occurrence.  Therefore, actual results and outcomes may
materially differ from what may be expressed, implied or forecasted in such
forward-looking statements.

Future Factors include, but are not limited to, changes in interest rates
and interest rate relationships; demand for products and services; the
degree of competition by traditional and non-traditional competitors;
changes in banking regulations; changes in tax laws; changes in prices,
levies and assessments; the impact of technological advances and issues,
including Year 2000 issues; governmental and regulatory policy changes; the
outcomes of pending and future litigation and contingencies; trends in
customer behavior as well as their ability to repay loans; and changes in
the national economy.  These are representative of the Future Factors that
could cause a difference between an ultimate actual outcome and a preceding
forward-looking statement. The Corporation undertakes no obligation to
update, amend or clarify forward-looking statements, whether as a result of
new information, future events or otherwise.

RESULTS OF OPERATIONS.

NET INCOME:  Valley Ridge reported net income of $443,514 or $.71 per share
for the first quarter of 1999 compared to $454,422 or $.73 per share for

                                     12
<PAGE>
the first quarter of 1998.  The change was a result of increased
noninterest expense, offset by other increases in interest income and
noninterest income, along with gains on sales of investment securities in
1998 of $80,577 compared to $0 in 1999.

NET INTEREST INCOME:  Net interest income increased $154,011 or 10.3% to
$1,647,657 for the three-month period ended March 31, 1999 compared to the
same period in 1998.  The increase in net interest income is primarily
attributable to an increase in loans of $7.2 million, or 7.9%, and an
increase in investment securities of $9.7 million, or 38.9%, from March 31,
1998 to March 31, 1999.

PROVISION FOR LOAN LOSSES:  The provision for loan losses represents the
adjustment to the allowance for loan losses needed to maintain the
allowance at a level determined by management to cover inherent losses
within Valley Ridge's loan portfolio.  The allowance for loan losses is
based on the application of projected loss ratios to the risk-ratings of
loans, both individually and by category.  Projected loss ratios
incorporate such factors as recent loss experience, current economic
conditions and trends, trends in past due and impaired loans, and risk
characteristics of various categories and concentrations of loans.  The
provision remained steady at $37,500 for the three months ended March 31,
1999 compared to March 31, 1998.  Net charge-offs were approximately
$36,000 for the first quarter of 1999 compared to net recoveries of $8,400
for the first quarter of 1998.  Management will continue to monitor the
allowance for loan losses and make additions to the allowance through the
provision for loan losses as economic conditions dictate.

NONINTEREST INCOME:  Noninterest income for the three months ended March
31, 1999 was approximately $379,000 as compared to $352,000 for the same
period in 1998.  The increase is attributable in part to an increase in ATM
fees of $57,000 as of March 31, 1999.  In addition, the Corporation also
realized approximately $22,000 in recoveries from a loan for which interest
accrual had been suspended, as well as an increase of approximately $23,000
due to profitability of the Bank's subsidiary, Valley Ridge Realty.

NONINTEREST EXPENSE:  The increase in noninterest income was offset by an
increase in noninterest expense to approximately $1.4 million for the three
months ended March 31, 1999 compared to $1.2 million for the same period in
1998.  Salaries and benefits, the largest component of noninterest expense,
increased 12.4% to $777,000 for the three months ended March 31, 1999
compared to $692,000 for the same period in 1998.  This increase is a
result of overall growth in full time equivalent staff.  Occupancy and
furniture and fixtures expenses increased approximately $80,000 to $215,904
due to the construction of a new main office in Kent City, Michigan, which
opened in July 1998.  Supplies expense increased $16,223 from $31,520 for
the three months ended March 31, 1998 to $47,743 for the same period in


                                     13
<PAGE>
1999.  This increase in supplies expense is partially attributable to the
address change for the Kent City office.  The increase in other expenses of
$29,478, or 8.1%, from $362,435 for the three months ended March 31, 1998
to $391,913 for the same period in 1999 is due to increases of $13,000 in
postage costs and $11,000 in miscellaneous loan expenses.

FINANCIAL CONDITION, LIQUIDITY, AND CAPITAL RESOURCES:

Total assets increased approximately 1.8% or by $2.6 million to $150.8
million at March 31, 1999 compared to $148.2 million at December 31, 1998.
Total liabilities increased by 1.9% or by $2.5 million to $136.2 at March
31, 1999 compared to $133.7 million at December 31, 1998.  Total
shareholders' equity increased by approximately $141,000 to $14,625,129 at
March 31, 1999.  The increase in shareholders' equity is primarily related
to the retention of earnings after dividend payouts offset by a decrease in
unrealized gain on securities available for sale.

Total loans, including loans held for sale, remained relatively stable at
$102.9 million.  Deposits decreased by approximately $2.2 million or 1.9%
to $117.3 million.  The decrease in deposits is due to seasonal
fluctuations and the effect of low interest rates.  The net loan to deposit
ratio has remained relatively constant at approximately 87% and 85% for the
periods ended March 31, 1999 and December 31, 1998.  The allowance for loan
losses has remained constant while maintaining a reserve of 1.35% of total
loans, including loans held for sale.

Valley Ridge paid a dividend of $155,644 in the first quarter of 1999,
compared to $154,995 in the first quarter of 1998.

Shareholders' equity as a percent of total assets was 9.7% at March 31,
1999 compared to 9.8% at December 31, 1998.  This change is a result of
steady growth in assets and continued strong dividend payout.  Valley
Ridge's capital ratios continue to exceed the minimum regulatory levels
prescribed by the Federal Reserve Board.

Total cash and cash equivalents and investment securities totaled
approximately $39.3 million at March 31, 1999 or approximately 26.1% of
total assets. Deposits decreased 1.9% during the first quarter of 1999 and
management believes its deposit base will remain a stable source of funds
for the remainder of 1999.  Other sources of funding include normal loan
repayments, sales and maturities of securities, federal funds available
from correspondent banks, and additional advances available from the
Federal Home Loan Bank (FHLB).  As of March 31, 1999, Valley Ridge had
outstanding advances from the FHLB totaling $16.0 million compared to $11.0
million at December 31, 1998.  Management believes that the current level
of liquidity is sufficient to meet the normal operating needs of the
Corporation.


                                     14
<PAGE>
YEAR 2000 READINESS DISCLOSURE.

The Corporation is currently in the process of addressing an issue that is
facing all users of automated information systems.  The issue is that many
computer systems that process transactions based on two digits representing
the year of the transaction may recognize a date using "00" as the year
1900 rather than the year 2000.  The inability to correctly recognize "00"
as the year 2000 could affect a wide variety of automated information
systems, such as mainframe applications, personal computers and
communication systems, in the form of software failure, errors or
miscalculations.

The Corporation has developed a plan to prepare for the year 2000.  This
plan includes the performance of an inventory of hardware and software
applications, which has been completed, and non-information technology
systems, communicating with third party vendors, suppliers and customers,
and obtaining certifications of compliance from third party providers.  The
Corporation's core computer services provider, West Shore Computer
Services, Inc. ("West Shore") (20% of the stock of which is owned by the
Corporation) has implemented its own plan to perform an inventory of its
systems and ensure that its systems are Year 2000 compliant.  The
Corporation believes that West Shore has completed approximately 91% of its
plan.

The Corporation had completed approximately 87% of its plan as of March 31,
1999 at a cost of $70,000.  This includes costs related to personnel,
programming, and hardware and software upgrades and replacements.
Management anticipates that an additional $32,000 in personnel,
programming, and hardware and software upgrades and replacements will be
required to complete the plan during 1999.  While additional unforeseen
costs may occur, these costs are not expected to be significant.

The impact of the year 2000 issue on the Corporation will depend not only
on corrective actions that the Corporation takes, but also on the way in
which year 2000 issues are addressed by governmental agencies, businesses
and other third parties that provide services or data to, or receive
services or data from, the Corporation, or whose financial condition or
operational capabilities are important to the Corporation.  To reduce this
exposure, the Corporation has initiated formal communications with its
significant suppliers and large customers to determine the extent to which
the Corporation's interface systems are vulnerable to those third parties'
failures to resolve their own year 2000 issues.  The Corporation is
continuing to seek assurances from its third party vendors and suppliers
confirming that the third parties' software systems are year 2000 compliant
or an expected compliance date by mid 1999.  The Corporation is continuing
to seek assurances that the systems of other companies on which the
Corporation's systems rely will be timely converted or modified.  If such


                                     15
<PAGE>
modifications and conversions are not completed timely, their inability to
correctly recognize the year 2000 could have an adverse impact on the
operations of the Corporation.

The Corporation's credit risk associated with borrowers may increase to the
extent borrowers fail to adequately address year 2000 issues.  As a result,
Valley Ridge Bank identified its material borrowers and has assessed these
borrowers' year 2000 readiness.  The material borrowers' year 2000
readiness will be monitored periodically, based on the level of risk that
the year 2000 has been estimated to potentially pose to the business of
each borrower.

The Corporation is preparing general contingency plans to address
unforeseen year 2000 issues, including plans in the event that mission
critical systems experience difficulties or other significant third parties
fail to adequately address year 2000 issues.  Such plans principally
involve the operation of systems in an off-line environment.  This would be
accomplished by the manual and desktop computer update of financial records
until problems or difficulties are remedied.  Internal remediation plans
are being developed in the remaining information and non-information
technology areas.  The Corporation is also enhancing its existing business
resumption plans to reflect year 2000 issues.  It is developing plans,
designed to coordinate the efforts of its personnel and resources, in
addressing any year 2000 difficulties that become evident after December
31, 1999.  There can be no assurance that any plans will fully mitigate any
such difficulties.  Furthermore, there may be certain mission critical
third parties, such as utilities or telecommunications companies, where
alternative arrangements or other sources are limited or unavailable.

The Corporation believes that with modifications to existing hardware and
software and conversions to new hardware and software, the year 2000 issue
should not pose significant operational problems for its computer systems
and that costs to be incurred are not expected to be material to the
Corporation's results of operations, liquidity or capital resources.

There can be no guarantee that these estimates will be achieved and actual
results could differ from those anticipated.  Specific factors that might
cause differences include, but are not limited to, the ability of other
companies on which the Corporation's systems rely to modify or convert
their systems to be year 2000 compliant, the ability to locate and correct
all relevant computer codes, and similar uncertainties.  This year 2000
readiness disclosure is in part based upon and repeats information provided
to the Corporation by outside sources, including its customers, suppliers,
and other business partners and the vendors and licensors of the
Corporation's software, hardware and other systems and equipment.  Although
the Corporation believes this outside information is accurate, the
Corporation is not the original source of this outside information and has
not independently verified the information.

                                     16
<PAGE>
                        PART II.  OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  EXHIBITS.  The following documents are filed as exhibits to this
report on Form 10-QSB:

     EXHIBIT NO.                   DOCUMENT

        3.1     Restated Articles of Incorporation.  Previously filed as
                an exhibit to the Corporation's Quarterly Report on Form
                10-QSB for the quarter ended June 30, 1998.  Here
                incorporated by reference.

        3.2     Bylaws.  Previously filed as Exhibit 3(b) to the
                Corporation's Registration Statement on Form S-4
                (Registration Statement No. 333-00724) filed January 30,
                1996.  Here incorporated by reference.

         27     Financial Data Schedule.

     (b)  REPORTS ON FORM 8-K.  No reports on Form 8-K were filed during
the quarter covered by this Form 10-QSB.

























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<PAGE>
                                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.


                                   VALLEY RIDGE FINANCIAL CORP.
                                   Registrant

   Date: MAY 17, 1999              /S/ RICHARD L. EDGAR
                                   Richard L. Edgar, President and
                                   Chief Executive Officer
                                   (Principal Executive Officer)


   Date: MAY 17, 1999              /S/ MICHAEL MCHUGH
                                   Michael McHugh, Secretary and Treasurer
                                   (Principal Financial and Accounting
                                   Officer)





























                                     18
<PAGE>
                               EXHIBIT INDEX


     EXHIBIT NO.                   DOCUMENT

        3.1     Restated Articles of Incorporation.  Previously filed as
                an exhibit to the Corporation's Quarterly Report on Form
                10-QSB for the quarter ended June 30, 1998.  Here
                incorporated by reference.

        3.2     Bylaws.  Previously filed as Exhibit 3(b) to the
                Corporation's Registration Statement on Form S-4
                (Registration Statement No. 333-00724) filed January 30,
                1996.  Here incorporated by reference.

         27     Financial Data Schedule.