[LETTERHEAD]               EXHIBIT 99(c)

                             May 20, 1996


Dear Shareholder:

You are invited to attend a Special Meeting of Shareholders of Community
Bank Corporation at 10:00 a.m. on June 25, 1996, at the main office of The
Grant State Bank, 10 West Main Street, Grant, Michigan, to vote on an
Agreement and Plan of Merger under which Community would be merged into
Valley Ridge Financial Corp., the parent company of Kent City State Bank.

Complete details of the proposed merger are set forth in the enclosed
materials.  We urge you to read these materials carefully so that you may
be fully informed about the proposed merger.

If the Plan of Merger is approved and the merger occurs, Community would be
merged with and into Valley Ridge, and The Grant State Bank would become a
subsidiary of Valley Ridge.  Each Community shareholder would receive
shares of Valley Ridge Common Stock in exchange for shares of Community
Common Stock. The number of shares of Valley Ridge Common Stock to be
issued for each share of Community Common Stock would be based upon a
conversion ratio determined by dividing the "Community Adjusted Book Value
Per Share" (as defined in the Plan of Merger), multiplied by 1.20, by the
"Valley Ridge Adjusted Book Per Share" (as defined in the Plan of Merger). 
If the merger had been consummated based on balance sheets as of December
31, 1995, the estimated conversion ratio would have been 1.5726 shares of
Valley Ridge Common Stock for each share Community Common Stock.

Valley Ridge Common Stock held by Valley Ridge shareholders before the
merger would remain outstanding after the merger.

The Plan of Merger must be adopted by the holders of a majority of the
outstanding shares of both Valley Ridge and Community, and is contingent
upon regulatory approvals and certain other conditions.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING.  Please
send in your Proxy even if you intend to be present at the meeting in
person.  You may revoke your Proxy at or prior to the meeting if you wish
to vote in person.  If you specify a choice, the shares represented by your
Proxy will be voted as specified.  If no specification is made, the shares
represented by the Proxy will be voted for approval of the Plan of Merger.

The Board of Directors of Community has given full and careful
consideration to the proposed merger, has concluded that it is in the best
interests of Community and its shareholders, and has voted unanimously to
adopt the Plan of Merger.




YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR APPROVAL OF THE PLAN
OF MERGER.


                                        Sincerely,

                                        s/ Ronald L. Hansen
                                        Ronald L. Hansen
                                        Secretary



      PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY.