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 June 30, 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          | (IRS Employer Identification No.)
|Incorporation or Organization)           |                                  
|                                        
|450 West Muskegon Avenue                 | (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 of 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.   YesX          No

There were 619,979 shares of Common Stock (no par value) outstanding as of June 30, 1999.

Transitional Small Business Disclosure Format (check one):   Yes          NoX



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|PART I.    | FINANCIAL INFORMATION                                                 | Page No.
|---------- | --------------------------------------------------------------------- | --------
|          
|           | Item 1.     Financial Statements                                      |         
|          
|           | Condensed Consolidated Balance Sheets -                               |         
|           | June 30, 1999 (Unaudited) and December 31, 1998                       | 3       
|          
|           | Condensed Consolidated Statements of Income -  Three                  |         
|           | and Six Months Ended June 30, 1999 (Unaudited) and                    |         
|           | June 30, 1998 (Unaudited)                                             | 4       
|          
|           | Consolidated Statements of Comprehensive Income - Three               |         
|           | and Six Months Ended June 30, 1999 (Unaudited) and                    |         
|           | June 30, 1998 (Unaudited)                                             | 5       
|          
|           | Condensed Consolidated Statements of Cash Flows -                     |         
|           | Six Months Ended June 30, 1999 (Unaudited) and                        |         
|           | June 30, 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 4.     Submission of Matters to a Vote of Security Holders       | 13      
|          
|           | Item 6.     Exhibits and Reports on Form 8-K                          | 14      
|          
|SIGNATURES |                                                                       | 15      

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Item 1.  Financial Statements.





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|                                                     | June 30,     |  | December 31,
|---------------------------------------------------- | ------------ |  | ------------
|                                                     | 1999         |  | 1998        
|                                                     | (Unaudited)  |  |             
|ASSETS                                               |              |  |             
|Cash and due from banks                              | $  6,217,560 |  | $  5,553,484
|Federal funds sold                                   | 0            |  | 5,000       
|Total cash and cash equivalents                      | 6,217,560    |  | 6,053,484   
|                                                    
|Securities available for sale                        | 29,813,953   |  | 29,294,862  
|Other securities                                     | 1,351,828    |  | 1,351,828   
|Loans held for sale                                  | 3,831,370    |  | 3,670,761   
|                                                    
|Total loans                                          | 104,355,908  |  | 99,433,953  
|Allowance for loan losses                            | (1,390,500)  |  | (1,388,700) 
|                                                     | 102,965,408  |  | 98,045,253  
|                                                    
|Premises and equipment - net                         | 5,136,142    |  | 5,721,881   
|Other assets                                         | 4,212,731    |  | 4,057,041   
|                                                    
|Total assets                                         | $153,528,992 |  | $148,195,110
|                                                    
|LIABILITIES AND SHAREHOLDERS' EQUITY                 |              |  |             
|Deposits                                             |              |  |             
|Noninterest-bearing                                  | $ 16,828,788 |  | $ 20,473,900
|Interest-bearing                                     | 99,895,842   |  | 99,108,851  
|                                                     | 116,724,630  |  | 119,582,751 
|                                                    
|Securities sold under agreement to repurchase        | 1,458,397    |  | 1,204,014   
|Federal funds purchased                              | 3,200,000    |  | 0           
|Other borrowings                                     | 17,000,000   |  | 11,000,000  
|Accrued expenses and other liabilities               | 831,450      |  | 1,923,894   
|Total liabilities                                    | 139,214,477  |  | 133,710,659 
|                                                    
|Shareholders' equity                                 |              |  |             
|Common stock, no par value: 2,000,000 shares         |              |  |             
|authorized; 619,979 and 622,573 shares outstanding   |              |  |             
|at June 30, 1999 and December 31, 1998, respectively | 7,666,697    |  | 7,666,697   
|Retained earnings                                    | 6,634,244    |  | 6,007,862   
|Unearned compensation                                | (40,441)     |  | (40,441)    
|Net unrealized gain on securities available for sale | 54,015       |  | 850,333     
|Total shareholders' equity                           | 14,314,515   |  | 14,484,451  
|                                                    
|Total liabilities and shareholders' equity           | $153,528,992 |  | $148,195,110

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|                                                    | Three Months Ended |  | Six Months Ended
|--------------------------------------------------- | ------------------ |  | ----------------
|                                                    | June 30, 1999      |  | June 30, 1998   
|                                                   
|Interest income                                     |                    |  |                 
|Loans, including fees                               | $2,361,313         |  | $2,233,940      
|Federal funds sold                                  | 1,471              |  | 39,848          
|Investment securities                               | 481,277            |  | 370,718         
|                                                    | 2,844,061          |  | 2,644,506       
|Interest expense                                    |                    |  |                 
|Deposits                                            | 866,745            |  | 887,799         
|Other                                               | 254,989            |  | 165,200         
|                                                    | 1,121,734          |  | 1,052,999       
|                                                   
|Net interest income                                 | 1,722,327          |  | 1,591,507       
|                                                   
|Provision for loan losses                           | 37,500             |  | 37,500          
|                                                   
|Net interest income after provision for loan losses | 1,684,827          |  | 1,554,007       
|                                                   
|Other income                                        |                    |  |                 
|Service charges and other income                    | 351,894            |  | 248,792         
|Gain (loss) on sales of investment securities       | (9,174)            |  | (139)           
|Gain (loss) on sale of fixed assets                 | 88,372             |  | 0               
|Gain (loss) on sale of loans                        | (9,751)            |  | 8,566           
|                                                    | 421,341            |  | 257,219         
|Other expense                                       |                    |  |                 
|Salaries and benefits                               | 750,505            |  | 686,631         
|Occupancy                                           | 103,363            |  | 76,134          
|Furniture and fixtures                              | 120,121            |  | 62,387          
|FDIC insurance premium                              | 5,094              |  | 4,721           
|Supplies                                            | 31,562             |  | 43,021          
|Other                                               | 458,035            |  | 476,683         
|                                                    | 1,468,680          |  | 1,349,577       
|                                                   
|Income before federal income tax                    | 637,488            |  | 461,649         
|                                                   
|Federal income tax expense                          | 143,333            |  | 98,352          
|                                                   
|Net income                                          | $  494,155         |  | $  363,297      
|Basic and diluted earnings per share                | $        0.80      |  | $        0.59   

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|                              | Three Months Ended |  | Six Months Ended
|----------------------------- | ------------------ |  | ----------------
|                              | June 30,           |  | June 30,        
|                              | 1999               |  | 1998            
|                             
|Net income                    | $494,155           |  | $363,297        
|                             
|Other comprehensive income:   |                    |  |                 
|Change in unrealized gains on |                    |  |                 
|securities available for sale | (649,125)          |  | 99,574          
|                             
|Comprehensive income          | $(154,970)         |  | $462,871        

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|                                                           | June 30, 1999 |  | June 30, 1998
|---------------------------------------------------------- | ------------- |  | -------------
|                                                          
|Cash flows from operating activities                       |               |  |              
|Net income                                                 | $   937,669   |  | $   817,719  
|Adjustments to reconcile net income                        |               |  |              
|to net cash from operating activities                      |               |  |              
|Depreciation                                               | 237,108       |  | 100,593      
|Amortization of:                                           |               |  |              
|Premiums and discounts on securities, net                  | 64,100        |  | 14,459       
|Goodwill and core deposit intangibles                      | 2,387         |  | 8,292        
|Provision for loan losses                                  | 75,000        |  | 75,000       
|(Gain) loss on sale of securities                          | 9,174         |  | (80,438)     
|(Gain) loss on sale of loans                               | 9,751         |  | (22,299)     
|(Gain) loss on sale of fixed assets                        | (88,371)      |  | 0            
|Loans originated for sale                                  | (3,598,938)   |  | (3,461,167)  
|Proceeds from loans sold                                   | 3,990,438     |  | 3,408,900    
|Net change in:                                             |               |  |              
|Accrued interest receivable                                | 55,419        |  | 90,292       
|Other assets                                               | (213,496)     |  | (212,870)    
|Accrued expenses and other liabilities                     | (427,836)     |  | 762,377      
|Net cash from operating activities                         | 1,052,405     |  | 1,500,858    
|                                                          
|Cash flows from investing activities                       |               |  |              
|Net change in loans                                        | (5,557,015)   |  | (4,206,665)  
|Proceeds from:                                             |               |  |              
|Sales of securities available for sale                     | 3,391,227     |  | 4,328,446    
|Repayments and maturities of securities available for sale | 3,306,515     |  | 2,033,217    
|Purchase of:                                               |               |  |              
|Securities available for sale                              | (8,496,650)   |  | (7,389,494)  
|Premises and equipment, net                                | 437,002       |  | (1,713,825)  
|Net cash used in investing activities                      | (6,918,921)   |  | (6,948,321)  
|                                                          
|Cash flows from financing activities                       |               |  |              
|Net increase (decrease) in deposits                        | (2,858,121)   |  | 4,527,235    
|Advances from Federal Home Loan Bank                       | 11,000,000    |  | 0            
|Repayment of Federal Home Loan Bank advances               | (5,000,000)   |  | 0            
|Net increase (decrease) in Federal Funds purchased         | 3,200,000     |  | 0            
|Dividends paid                                             | (311,287)     |  | (309,990)    
|Net cash from financing activities                         | 6,030,592     |  | 4,217,245    
|                                                          
|Net change in cash and cash equivalents                    | 164,076       |  | (1,230,218)  
|                                                          
|Cash and cash equivalents at beginning of year             | 6,053,484     |  | 8,502,762    
|                                                          
|Cash and cash equivalents at end of period                 | $6,217,560    |  | $7,272,544   
|                                                          
|Supplemental disclosures of cash flow information          |               |  |              
|Cash paid during the year for:                             |               |  |              
|Interest                                                   | $2,199,368    |  | $2,165,516   
|Income taxes                                               | 267,702       |  | 311,150      

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|1. | BASIS OF PRESENTATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The unaudited financial statements for the three and six months ended June 30, 1999 and June 30, 1998 include the consolidated results of operations of Valley Ridge Financial Corp. (the "Corporation") and its
wholly-owned subsidiary, Valley Ridge Bank (the "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 accruals)
which are necessary in order to make the financial statements not misleading and for a fair presentation of the results that may be achieved of operations for such periods.  The results for the period ended June 30, 1999 should not be considered as
indicative of results that may be achieved 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 six months ended June 30, 1999:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

|Balance at January 1, 1999             | $1,388,700
|-------------------------------------- | ----------
|Provision for loan losses charged      |           
|to operating expense                   | 75,000    
|Recoveries on loans previously charged |           
|to the allowance                       | 25,742    
|Loans charged off                      | (98,942)  
|                                      
|Balance at June 30, 1999               | $1,390,500

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|3. | OTHER BORROWINGS:                                                                                     
|-- | ------------------------------------------------------------------------------------------------------
|  
|   | At June 30, 1999, the Corporation had the following advances from the Federal Home Loan Bank ("FHLB"):

|Type     |             | Interest Rate |  | Maturity Date      |  | Amount     
|-------- | ----------- | ------------- |  | ------------------ |  | -----------
|        
|Fixed    |             | 6.080         |  | September 22, 1999 |  | $ 3,000,000
|Variable |             | 5.060         |  | October 27, 1999   |  | 1,000,000  
|Variable |             | 5.060         |  | December 6, 1999   |  | 6,000,000  
|Variable |             | 5.060         |  | January 10, 2000   |  | 2,000,000  
|Variable |             | 5.340         |  | July 10, 2000      |  | 2,000,000  
|Fixed    |             | 5.120         |  | October 22, 2003   |  | 3,000,000  
|        
|         | $17,000,000

|   | 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 up to the principal outstanding.                                                                          
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|  
|4. | EARNINGS PER COMMON SHARE                                                                                                                                                                                                                                                                                                                                            
|  
|   | Basic earnings 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 619,979 and 622,573 shares outstanding for
the three and six months ended June 30, 1999 and 1998, respectively.  All share amounts have been restated to reflect stock dividends and splits.

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The following discussion is designed to provide a review of the consolidated financial condition and results of operations of Valley Ridge Financial Corp. (the "Corporation").  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: The Corporation reported net income of $494,155 or $.80 per share for the second quarter of 1999 compared to $363,297, or $0.59 per share for the same period in 1998.  Year-to-date net income was $937,669 or $1.51 per share for 1999
compared to $817,719 or $1.32 per share for 1998.  The improvement was primarily a result of improved net interest income and noninterest income, partially offset by increased noninterest expense.

Net Interest Income: Net interest  income increased $130,820 or 8% to $1,722,327 for the three-month period ended June 30, 1999 and $284,831 or 9% to $3,369,984 for the six-month period ended June 30, 1999 compared to the same periods in 1998.
 The increases in net interest income are primarily attributable to increases in net loans of $7.5 million or 7.9% from June 30, 1998 to June 30, 1999 and an increase in investment securities of $5.3 million, or 20.8% from June 30, 1998 to June
30, 1999.



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Noninterest Income:Noninterest income for the three months ended June 30, 1999 was approximately $420,000  as compared to approximately $257,000 for the same period in 1998.  Noninterest income for six months ended June 30, 1999 increased to
approximately $800,000 from approximately $609,000  at June 30, 1998.  The increase is attributable in part to an increase in ATM fees during 1999.

Noninterest Expense: Noninterest expense increased to approximately $1.47 million and $2.9 million for the three and six months ended June 30, 1999 compared to approximately $1.35 million and $2.57 million for the same periods in 1998.  Salaries
and benefits increased 9% from $686,831 for the three months ended June 30, 1998 to $750,505 for the same period in 1999 and increased 10.8% from $1,378,175 for the six months ended June 30, 1998 to $1,527,583 for the same period in 1999.  Occupancy
and furniture and fixtures expenses increased approximately $165,000 to $439,388 at June 30, 1999 due to the construction of a new main office in Kent City, Michigan, which opened in July 1998.  Other expenses increased from $839,118 for the six months
ended June 30, 1998 to $849,948 for the same period in 1999.

Financial Condition, Liquidity, and Capital Resources:

Total assets increased 3.6% or $5.3 million to approximately $153.5 million at June 30, 1999 compared to approximately $148.2 million at December 31, 1998.  Total liabilities increased 4.1% or $5.5 million to approximately $139.2 million at June 30, 1999
compared to approximately $133.7 million at December 31, 1998.  The increase in total assets was funded by $6 million in borrowings from the FHLB.  Total shareholders' equity decreased approximately $170,000 to approximately $14.3 million at June 30,
1999.  The decrease in shareholders' equity is primarily related to the retention of earnings after dividend payouts offset by a decrease  in the unrealized gain on securities available for sale of 796,318.

Total loans increased approximately $5.1 million or 4.9% to approximately $104.4 million at June 30, 1999. Deposits decreased approximately $2.9 million or 2.4% to approximately $116.7 million at June 30, 1999.  The net loan to deposit ratio increased to
88.2% at June 30, 1999 from 82.0% at December 31, 1998.  The allowance for loan losses increased $1,800 at June 30, 1999, while maintaining a reserve of 1.33% of outstanding loans.

The Corporation paid dividends of $311,287 during the six months ended June 30, 1999, compared to $309,990 paid during the same period in 1998.

Shareholders' equity as a percent of total assets was 9.3% at June 30, 1999 compared to 9.8% at December 31, 1998.  The Corporation's capital ratios continue to exceed the minimum regulatory levels prescribed by the Board of Governors of the Federal
Reserve System.



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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 included 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 implement 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 93% of its plan.

The Corporation had completed approximately 92% of its plan as of June 30, 1999 at a cost of $80,000.  This includes costs related to personnel, programming, and hardware and software upgrades and replacements.  Management anticipates that an additional
$22,000 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 capability is 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 a reasonable time before December 31, 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 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, the Bank identified its material borrowers and has

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The Corporation has prepared 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
will not 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.



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Item 4.  Submission of Matters to a Vote of Security Holders.

On May 25, 1999, the Corporation held its 1999 Annual Meeting of Shareholders.  The purpose of the meeting was to elect six directors for three-year terms expiring in 2002.

Six candidates nominated by management were elected by the shareholders to serve as directors of the Corporation at the meeting.  The following sets forth the results of the voting with respect to each candidate:



|Name of Candidate |  | Shares Votes       |  |        
|----------------- |  | ------------------ |  | -------
|                 
|Michael E. McHugh |  | For                |  | 505,993
|                  |  | Authority Withheld |  | 218    
|                  |  | Broker Non-Votes   |  | 0      
|                 
|Dennis C. Nelson  |  | For                |  | 503,376
|                  |  | Authority Withheld |  | 2,835  
|                  |  | Broker Non-Votes   |  | 0      
|                 
|John J. Niederer  |  | For                |  | 506,211
|                  |  | Authority Withheld |  | 0      
|                  |  | Broker Non-Votes   |  | 0      
|                 
|Paul K. Spoelman  |  | For                |  | 505,993
|                  |  | Authority Withheld |  | 218    
|                  |  | Broker Non-Votes   |  | 0      
|                 
|Donald Swanson    |  | For                |  | 505,993
|                  |  | Authority Withheld |  | 218    
|                  |  | Broker Non-Votes   |  | 0      
|                 
|Donald VanSingel  |  | For                |  | 506,004
|                  |  | Authority Withheld |  | 207    
|                  |  | Broker Non-Votes   |  | 0      



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(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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|                     | VALLEY RIDGE FINANCIAL CORP.           
|-------------------- | ---------------------------------------
|                     | Registrant                             
|                    
|                    
|                    
|                    
|Date:August 16, 1999 | /s/ Michael E. McHugh                  
|                     | Michael McHugh, Secretary and Treasurer
|                     | (Duly Authorized Signatory             
|                     | for Registrant and Principal           
|                     | Financial and Accounting               
|                     | Officer)                               

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|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.