<PAGE>
================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
                 For the quarterly period ended March 31, 2004

                                       Or

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

                        Commission File Number: 000-30973

                               MBT FINANCIAL CORP.
             (Exact name of registrant as specified in its charter)

            MICHIGAN                                        38-3516922
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                        Identification No.)

                               102 E. FRONT STREET
                             MONROE, MICHIGAN 48161
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (734) 241-3431
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

Yes [X]  No [ ]

As of May 6, 2004, there were 17,414,547 shares of the Corporation's Common
Stock outstanding.

================================================================================




<PAGE>




PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                               MBT FINANCIAL CORP.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>


                                                       MARCH 31,         DECEMBER 31,
Dollars in thousands                                     2004               2003
                                                     -----------         -----------
<S>                                                  <C>                 <C>
ASSETS
Cash and Cash Equivalents
  Cash and due from banks                            $    24,342         $    22,525
  Federal funds sold                                          --                  --
                                                     -----------         -----------
    Total cash and cash equivalents                       24,342              22,525

Securities - Held to Maturity                             98,119              99,154
Securities - Available for Sale                          333,783             397,642
Federal Home Loan Bank stock - at cost                    11,833              11,686
Loans held for sale                                          204               1,406
Loans - Net                                              867,326             847,944
Accrued interest receivable and other assets              58,237              59,407
Premises and Equipment - Net                              18,848              18,024
                                                     -----------         -----------
    Total assets                                     $ 1,412,692         $ 1,457,788
                                                     ===========         ===========

LIABILITIES
Deposits:
  Non-interest bearing                               $   126,288         $   135,536
  Interest-bearing                                       893,900             903,581
                                                     -----------         -----------
    Total deposits                                     1,020,188           1,039,117

Federal Home Loan Bank advances                          225,000             225,000
Federal funds purchased                                   10,600              45,000
Interest payable and other liabilities                     8,005               5,225
                                                     -----------         -----------
    Total liabilities                                  1,263,793           1,314,342
                                                     -----------         -----------
STOCKHOLDERS' EQUITY
Common stock (no par value)                                   --                  --
Additional paid-in capital                                20,668              20,414
Retained Earnings                                        126,641             123,867
Accumulated other comprehensive income                     1,590                (835)
                                                     -----------         -----------
    Total stockholders' equity                           148,899             143,446
                                                     -----------         -----------
    Total liabilities and stockholders' equity       $ 1,412,692         $ 1,457,788
                                                     ===========         ===========

</TABLE>

The accompanying notes to consolidated financial statements are integral part of
these statements.


                                       -2-
<PAGE>

                               MBT FINANCIAL CORP.
                       CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>


                                                 THREE MONTHS ENDED MARCH 31,
Dollars in thousands                                2004             2003
                                                 -----------     -----------
<S>                                              <C>             <C>
INTEREST INCOME
Interest and fees on loans                       $    13,559     $    13,816
Interest on investment securities-
  Tax-exempt                                           2,840           3,075
  Taxable                                              2,160           2,613
Interest on federal funds sold                             1              55
                                                 -----------     -----------
    Total interest income                             18,560          19,559
                                                 -----------     -----------
INTEREST EXPENSE
Interest on deposits                                   3,239           4,363
Interest on borrowed funds                             2,681           3,192
                                                 -----------     -----------
    Total interest expense                             5,920           7,555
                                                 -----------     -----------
NET INTEREST INCOME                                   12,640          12,004
PROVISION FOR LOAN LOSSES                                600             825
                                                 -----------     -----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES                             12,040          11,179
                                                 -----------     -----------
OTHER INCOME
Income from trust services                               814             873
Service charges and other fees                         1,278           1,245
Net gain on sales of securities                          107             172
Other                                                  1,027             913
                                                 -----------     -----------
    Total other income                                 3,226           3,203
                                                 -----------     -----------
OTHER EXPENSES
Salaries and employee benefits                         4,488           4,222
Occupancy expense                                        808             668
Other                                                  2,593           2,484
                                                 -----------     -----------
    Total other expenses                               7,889           7,374
                                                 -----------     -----------
INCOME BEFORE PROVISION
FOR INCOME TAXES                                       7,377           7,008
PROVISION FOR INCOME TAXES                             1,977           1,951
                                                 -----------     -----------
NET INCOME                                       $     5,400         $ 5,057
                                                 ===========     ===========

BASIC EARNINGS PER COMMON SHARE                  $      0.31         $  0.26
                                                 ===========     ===========
DILUTED EARNINGS PER COMMON SHARE                $      0.31         $  0.26
                                                 ===========     ===========
COMMON STOCK DIVIDENDS DECLARED PER SHARE        $      0.15         $  0.14
                                                 ===========     ===========
</TABLE>




The accompanying notes to consolidated financial statements are integral part of
these statements.

                                       -3-
<PAGE>


                               MBT FINANCIAL CORP.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>


                                                                                     THREE MONTHS ENDED MARCH 31,
Dollars in thousands                                                                   2004                 2003
                                                                                     ---------          ---------
<S>                                                                                  <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income                                                                           $   5,400          $   5,057
Adjustments to reconcile net income to net cash from operating activities
  Depreciation                                                                             676                567
  Provision for loan losses                                                                600                825
  (Increase) decrease in net deferred Federal income tax asset                              18               (256)
  Net Amortization (Accretion) of investment premium and discount                          304              1,161
  Net increase (decrease) in interest payable and other liabilities                      2,780              1,304
  Net (increase) decrease in interest receivable and other assets                       (2,502)            (1,908)
  Net gain on sales of securities                                                         (100)              (169)
  Increase in cash surrender value of life insurance                                      (387)              (201)
                                                                                     ---------          ---------
    Net cash provided by operating activities                                        $   6,789          $   6,380
                                                                                     ---------          ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities and redemptions of investment securities held to
 maturity                                                                            $   4,303          $   8,469
Proceeds from maturities and redemptions of investment securities available for
 sale                                                                                   28,522            141,244
Proceeds from sales of investment securities available for sale                         51,147             25,495
Net (increase) decrease in loans                                                       (18,780)           (31,353)
Proceeds from sales of other real estate owned                                           2,733              3,457
Proceeds from sales of other assets                                                         --                 --
Purchase of investment securities held to maturity                                      (3,268)              (877)
Purchase of investment securities available for sale                                   (12,430)          (217,843)
Purchase of bank premises and equipment                                                 (1,500)            (1,753)
Purchase of bank owned life insurance                                                       --                 --
                                                                                     ---------          ---------
    Net cash used for investing activities                                           $  50,727          $ (73,161)
                                                                                     ---------          ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits                                                  $ (18,929)         $  23,915
Net increase (decrease) in Federal funds purchased                                     (34,400)            24,900
Proceeds from issuance of common stock                                                     254                 --
Repurchase of common stock                                                                  --               (659)
Dividends paid                                                                          (2,624)            (2,685)
                                                                                     ---------          ---------
    Net cash provided by (used for) financing activities                             $ (55,699)         $  45,471
                                                                                     ---------          ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                 $   1,817          $ (21,310)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                          22,525             43,618
                                                                                     ---------          ---------
CASH AND CASH EQUIVALENTS AT END OF QUARTER                                          $  24,342          $  22,308
                                                                                     =========          =========
</TABLE>

The accompanying notes to consolidated financial statements are integral part of
these statements.


                                       -4-
<PAGE>




                               MBT FINANCIAL CORP.
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>


                                                                                                ACCUMULATED
                                                            ADDITIONAL                             OTHER
                                                             PAID-IN            RETAINED        COMPREHENSIVE
Dollars in thousands                                         CAPITAL            EARNINGS        INCOME (LOSS)          TOTAL
                                                            ----------         ---------        -------------        ---------
<S>                                                         <C>                <C>              <C>                  <C>
BALANCE - JANUARY 1, 2004                                   $   20,414         $ 123,867          $    (835)         $ 143,446

Repurchase of Common Stock                                          --                --                 --                 --
Issuance of Common Stock (18,033 shares)                           254                --                 --                254
Dividends declared ($0.15 per share)                                --            (2,626)                --             (2,626)

Comprehensive income:
  Net income                                                        --             5,400                 --              5,400
  Change in net unrealized gain (loss) on securities
   available for sale - Net of tax effect of $1,305                 --                --              2,425              2,425
                                                            ----------         ---------        -----------          ---------
    Total Comprehensive Income                                      --             5,400              2,425              7,825
                                                            ==========         =========        ===========          =========
BALANCE - MARCH 31, 2004                                     $  20,668         $ 126,641          $   1,590          $ 148,899
                                                            ==========         =========        ===========          =========
</TABLE>



The accompanying notes to consolidated financial statements are integral part of
these statements.


                                       -5-
<PAGE>




                               MBT FINANCIAL CORP.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION AND ACCOUNTING POLICIES
The unaudited consolidated financial statements include the accounts of MBT
Financial Corp. (the "Corporation") and its subsidiary, Monroe Bank & Trust (the
"Bank"). The Bank includes the accounts of its wholly owned subsidiaries, MBT
Credit Company, Inc. and MB&T Financial Services, Inc. The Bank operates
twenty-one branches in Monroe County, Michigan and three branches in Wayne
County, Michigan. MBT Credit Company, Inc. operates a mortgage loan office in
Monroe County and a loan production office in Wayne County. The Bank's primary
source of revenue is from providing loans to customers, who are predominantly
small and middle-market businesses and middle-income individuals. The
Corporation's sole business segment is community banking.

The accounting and reporting policies of the Bank conform to practice within the
banking industry and are in accordance with accounting principles generally
accepted in the United States. Preparation of financial statements in conformity
with generally accepted accounting principles requires Management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Material estimates that are particularly susceptible to significant changes in
the near term are the determination of the allowance for loan losses and the
valuation of other real estate owned.

The accompanying unaudited consolidated financial statements of the Corporation
have been prepared in accordance with the instructions to Form 10-Q.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
However, such information reflects all adjustments (consisting of normal
recurring adjustments), which are, in the opinion of Management, necessary for
fair statement of results for the interim periods.

The significant accounting policies are as follows:

PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Corporation
and its subsidiary. All material intercompany transactions and balances have
been eliminated. Certain prior period amounts have been reclassified to conform
to the current period presentation.

COMPREHENSIVE INCOME
Accounting principles generally require that revenue, expenses, gains, and
losses be included in net income. Certain changes in assets and liabilities,
however, such as unrealized gains and losses on securities available for sale,
are reported as a separate component of the equity section of the balance sheet.
Such items, along with net income, are components of comprehensive income.

BUSINESS SEGMENTS
While the Corporation's chief decision makers monitor the revenue streams of
various products and services, operations are managed and financial performance
is evaluated on a company wide basis. Accordingly, all of the Corporation's
operations are considered by management to be aggregated in one reportable
segment.

STOCK-BASED COMPENSATION
The Company applies the provisions of APB Opinion No. 25, "Accounting for
Stock-Based Compensation," for all employee stock option grants and has elected
to disclose pro forma net

                                       -6-
<PAGE>





income and earnings per share amounts as if the fair-value based method has been
applied in measuring compensation costs.

The Company's as reported and pro forma information for the quarters ended March
31:

<TABLE>
<CAPTION>


Dollars in thousands, except per share data          2004           2003
                                                  ----------      --------
<S>                                               <C>             <C>
Net Income as Reported                            $    5,400      $  5,057
Pro Forma Adjustment
    Due to Stock Options                                (105)          (64)
                                                  ----------      --------
Pro Forma Net Income                              $    5,295      $  4,993
                                                  ==========      ========
Earning per Share as Reported
    Basic                                              $0.31         $0.26
    Diluted                                            $0.31         $0.26
Pro Forma Earnings per Share
    Basic                                              $0.30         $0.26
    Diluted                                            $0.30         $0.26


</TABLE>


Compensation expense in the pro forma disclosures is not indicative of future
amounts, as options vest over several years and additional grants are generally
made each year.

The weighted average fair value of options granted was $3.84 in 2004 and $3.19
in 2003. The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option-pricing model with the following assumptions used
for grants: expected option lives of seven years for both years; expected
volatility of 25.3% in 2004 and 23.9% in 2003; and risk-free interest rates of
3.8% in 2004 and 4.6% in 2003.


2. EARNINGS PER SHARE
The calculation of net income per common share for the three months ended March
31 is as follows:

<TABLE>
<CAPTION>

                                                          2004                2003
                                                      -----------         -----------
<S>                                                   <C>                 <C>
BASIC
  Net income                                          $ 5,400,000         $ 5,057,000
  Less preferred dividends                                     --                  --
                                                      -----------         -----------
  Net income applicable to common stock               $ 5,400,000         $ 5,057,000
                                                      -----------         -----------
  Average common shares outstanding                    17,501,262          19,134,441
                                                      -----------         -----------
  Earnings per common share - basic                   $      0.31         $      0.26
                                                      ===========         ===========
<CAPTION>


                                                          2004                2003
                                                      -----------         -----------
<S>                                                   <C>                 <C>
DILUTED
  Net income                                          $ 5,400,000         $ 5,057,000
  Less preferred dividends                                     --                  --
                                                      -----------         -----------
  Net income applicable to common stock               $ 5,400,000         $ 5,057,000
                                                      -----------         -----------
  Average common shares outstanding                    17,501,262          19,134,441
  Stock option adjustment                                  78,767                  --
                                                      -----------         -----------
  Average common shares outstanding - diluted          17,580,029          19,134,441
                                                      -----------         -----------
  Earnings per common share - diluted                 $      0.31         $      0.26
                                                      ===========         ===========
</TABLE>


                                       -7-
<PAGE>




                               MBT FINANCIAL CORP.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                   (CONTINUED)


The following table summarizes the options that have been granted to
non-employee directors and certain key executives in accordance with the
Long-Term Incentive Compensation Plan that was approved by shareholders at the
Annual Meeting of Shareholders on April 6, 2000.

<TABLE>
<CAPTION>
                                                        WEIGHTED AVERAGE
                                        SHARES           EXERCISE PRICE
                                       -------         -----------------

<S>                                    <C>             <C>
Options Outstanding, January 1         480,802         $           14.74
Granted                                161,000                     16.69
Exercised                               15,500                     13.61
Cancelled                                   --                        --
                                       =======         =================
Options Outstanding, March 31          626,302         $           15.94
                                       =======         =================
Options Exercisable, March 31          290,935         $           15.59
                                       =======         =================
</TABLE>


3. LOANS
The Bank grants commercial, consumer, and mortgage loans primarily to customers
in Monroe County, Michigan, southern Wayne County, Michigan, and surrounding
areas. Although the Bank has a diversified loan portfolio, a substantial portion
of its debtors' ability to honor their contracts is dependent on the automotive,
manufacturing, and real estate development economic sectors.

Loans consist of the following (000s omitted):


<TABLE>
<CAPTION>

                                                      MARCH 31,      DECEMBER 31,
                                                        2004            2003
                                                     ----------      ------------
<S>                                                  <C>             <C>
Real estate loans                                    $  719,773      $    695,677
Loans to finance agricultural production and
   other loans to farmers                                 2,478             2,263
Commercial and industrial loans                          83,524            93,444
Loans to individuals for household, family,
   and other personal expenditures                       77,683            72,972
All other loans (including overdrafts)                      524             1,228
                                                     ----------      ------------
   Total loans, gross                                   883,982           865,584
   Less: Deferred loan fees                               1,693             1,734
                                                     ----------      ------------
   Total loans, net of deferred loan fees               882,289           863,850
   Less: Allowance for loan losses                       14,760            14,500
                                                     ----------      ------------
                                                     $  867,529       $   849,350
                                                     ==========      ============

</TABLE>



                                       -8-
<PAGE>




                               MBT FINANCIAL CORP.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                   (CONTINUED)




Loans are placed in a nonaccrual status when, in the opinion of Management, the
collection of additional interest is doubtful. All loans internally classified
by Management as nonperforming are reviewed for impairment. Allowances for loans
determined to be impaired are included in the allowance for loan losses. All
cash received on nonaccrual loans is applied to the principal balance.
Nonperforming assets consist of nonaccrual loans, loans 90 days or more past
due, restructured loans, real estate that has been acquired in full or partial
satisfaction of loan obligations or upon foreclosure, and investment securities
that are 90 days or more past due on the interest or principal payments. The
following table summarizes nonperforming assets (000's omitted):

<TABLE>
<CAPTION>


                                             MARCH 31,       DECEMBER 31,
                                               2004              2003
                                             ---------       ------------
<S>                                          <C>             <C>
Nonaccrual loans                             $  33,209       $     34,248
Loans 90 days past due                             259                100
Restructured loans                               2,561              4,755
                                             ---------       ------------
   Total nonperforming loans                 $  36,029       $     39,103

Other real estate owned                          8,609              8,434
Nonperforming investment securities                171                140
                                             ---------       ------------
   Total nonperforming assets                $  44,809       $     47,677
                                             =========       ============
Nonperforming assets to total assets              3.17%              3.27%
Allowance for loan losses to
   nonperforming assets                          32.94%             30.41%

</TABLE>



4. ALLOWANCE FOR LOAN LOSSES

Activity in the allowance for loan losses was as follows (000's omitted):


<TABLE>
<CAPTION>

                                   March 31,         March 31,
                                     2004              2003
                                  ---------         ----------
<S>                               <C>               <C>
Balance beginning of year         $  14,500         $   12,400
Provision for loan losses               600                825
Loans charged off                      (666)              (336)
Recoveries                              326                207
                                  ---------         ----------
Balance end of period             $  14,760         $   13,096
                                  =========         ==========
</TABLE>

For each period, the provision for loan losses in the income statement results
from the combination of an estimate by Management of loan losses that occurred
during the current period and the ongoing adjustment of prior estimates of
losses occurring in prior periods.


                                       -9-
<PAGE>




                               MBT FINANCIAL CORP.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                   (CONTINUED)

To serve as a basis for making this provision, the Bank maintains an extensive
credit risk monitoring process that considers several factors including: current
economic conditions affecting the Bank's customers, the payment performance of
individual loans and pools of homogeneous loans, portfolio seasoning, changes in
collateral values, and detailed reviews of specific loan relationships. For
loans deemed to be impaired due to an expectation that all contractual payments
will probably not be received, impairment is measured by comparing the Bank's
recorded investment in the loan to the present value of expected cash flows
discounted at the loan's effective interest rate, or the fair value of the
collateral, or the loan's observable market price.

The provision for loan losses increases the allowance for loan losses, a
valuation account which is netted against loans on the consolidated statements
of condition. As the specific customer and amount of a loan loss is confirmed by
gathering additional information, taking collateral in full or partial
settlement of the loan, bankruptcy of the borrower, etc., the loan is charged
off, reducing the allowance for loan losses. If, subsequent to a charge off, the
Bank is able to collect additional amounts from the customer or sell collateral
worth more than earlier estimated, a recovery is recorded.

5. INVESTMENT SECURITIES

The following is a summary of the Bank's investment securities portfolio as of
March 31, 2004 and December 31, 2003 (000's omitted):

<TABLE>
<CAPTION>


                                                      MARCH 31, 2004                  DECEMBER 31, 2003
                                                      --------------                  -----------------
                                                 AMORTIZED       ESTIMATED        AMORTIZED       ESTIMATED
                                                  COST          MARKET VALUE        COST         MARKET VALUE
                                                --------        ------------      ---------      ------------
<S>                                             <C>             <C>               <C>            <C>
Held to Maturity
Obligations of U.S. Government Agencies         $    503        $        574      $     536      $        590
Obligations of States and Political
   Subdivisions                                   94,599              98,289         95,634            99,234
Other Securities                                   3,017               3,187          2,984             3,116
                                                --------        ------------      ---------      ------------
                                                $ 98,119        $    102,050      $  99,154      $    102,940
                                                ========        ============      =========      ============
<CAPTION>


                                                      MARCH 31, 2004                  DECEMBER 31, 2003
                                                      --------------                  -----------------
                                                AMORTIZED        ESTIMATED        AMORTIZED       ESTIMATED
                                                  COST          MARKET VALUE        COST         MARKET VALUE
                                                --------        ------------      ---------      ------------
<S>                                             <C>             <C>               <C>            <C>
Available for Sale
Obligations of U.S. Government Agencies         $269,158        $    269,488      $ 315,004      $    311,944
Obligations of States and Political
   Subdivisions                                   27,332              28,314         26,047            26,473
Other Securities                                  34,847              35,981         57,876            59,225
                                                --------        ------------      ---------      ------------
                                                $331,337        $    333,783      $ 398,927      $    397,642
                                                ========        ============      =========      ============

</TABLE>


6. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

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


                                      -10-
<PAGE>




                               MBT FINANCIAL CORP.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                   (CONTINUED)


The Bank's exposure to credit loss in the event of nonperformance by the other
party to the financial instrument for commitments to extend credit and standby
letters of credit is represented by the contractual amount of those instruments.
The Bank uses the same credit policies in making commitments and conditional
obligations as it does for its other lending activities.

Financial instruments whose contractual amounts represent off-balance sheet
credit risk were as follows (000s omitted):

<TABLE>
<CAPTION>


                                                                        CONTRACTUAL AMOUNT
                                                                   ----------------------------
                                                                   MARCH 31,       DECEMBER 31,
                                                                     2004              2003
                                                                   ---------       ------------
<S>                                                                <C>              <C>
Commitments to extend credit:
  Unused portion of commercial lines of credit                     $ 105,129        $   118,339
  Unused portion of credit card lines of credit                        9,334              9,828
  Unused portion of home equity lines of credit                       16,347             16,907
Standby letters of credit and financial guarantees written            18,735             18,764

</TABLE>



Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract. Most
commercial lines of credit are secured by real estate mortgages or other
collateral, generally have fixed expiration dates or other termination clauses,
and require payment of a fee. Since the lines of credit may expire without being
drawn upon, the total committed amounts do not necessarily represent future cash
requirements. Credit card lines of credit have various established expiration
dates, but are fundable on demand. Home equity lines of credit are secured by
real estate mortgages, a majority of which have ten year expiration dates, but
are fundable on demand. The Bank evaluates each customer's creditworthiness on a
case-by-case basis. The amount of the collateral obtained, if deemed necessary
by the Bank upon extension of credit, is based on Management's credit evaluation
of the counterparty.

Standby letters of credit written are conditional commitments issued by the Bank
to guarantee the performance of a customer to a third party. Those guarantees
are primarily issued to support public and private borrowing arrangements and
other business transactions.


                                      -11-
<PAGE>





ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS


Certain statements contained herein are not based on historical facts and are
"forward-looking statements" within the meaning of Section 21A of the Securities
Exchange Act of 1934. Forward-looking statements which are based on various
assumptions (some of which are beyond the Corporation's control), may be
identified by reference to a future period or periods, or by the use of
forward-looking terminology, such as "may," "will," "believe," "expect,"
"estimate," "anticipate," "continue," or similar terms or variations on those
terms, or the negative of these terms. Actual results could differ materially
from those set forth in forward-looking statements, due to a variety of factors,
including, but not limited to, those related to the economic environment,
particularly in the market areas in which the company operates, competitive
products and pricing, fiscal and monetary policies of the U.S. Government,
changes in government regulations affecting financial institutions, including
regulatory fees and capital requirements, changes in prevailing interest rates,
acquisitions and the integration of acquired businesses, credit risk management,
asset/liability management, the financial and securities markets and the
availability of and costs associated with sources of liquidity.

The Corporation does not undertake, and specifically disclaims any obligation,
to publicly release the result of any revisions which may be made to any
forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.

                               FINANCIAL CONDITION

During the first quarter of 2004, the Bank's gross loans increased $18.4
Million, or 2.1%, while deposits decreased $18.9 million, or 1.8%. The Bank also
reduced its use of federal funds borrowed during the quarter, from $45.0 million
at December 31, 2003 to $10.6 million on March 31, 2004. The increase in loans
and decreases in deposits and fed funds borrowed were funded by a decrease of
$64.9 million in the Bank's investment portfolio.

The loan growth was consistent with our expectations, with the new loans
originating equally in the Monroe and Downriver market areas. The Bank expects
loans to continue to increase in the second quarter as the economic recovery and
our expansion into Wayne County continue, and as construction and land
development lines are drawn upon. Management believes that the quality of the
loan portfolio is continuing to improve. Nonperforming assets ("NPAs") decreased
6.0% in the quarter as we continue to work out the existing NPAs and improved
lending practices have resulted in a reduction of the amount of new NPAs being
identified. Most of the bank's lending is secured by real estate, which allows
us to maintain a lower ratio of Allowance for Loan Losses to NPAs and a low
level of net charge offs. Although the charge offs related to these loans are
less, the process of collection can be lengthy. Significant improvements in the
lending staff, the collection staff, and the loan policy have also contributed
to the reduction in NPAs, as shown by a reduction in the amount of new additions
to the NPA list and a reduction in the delinquency rates for commercial,
consumer, and mortgage loans.

Deposit growth was less than anticipated for a variety of reasons: the low
interest rates and improving equity markets have resulted in an increase in
disintermediation; Management decided to reduce interest expense by changing its
pricing philosophy from being the market leader for all products to pricing
competitively, but focusing on the products that matched our Asset/Liability
Management needs; a change from annual to biannual tax collections resulted in a
lower amount of municipal deposits than we had experienced in previous first
quarters; and competitors have aggressively offered special rates to attract new
customers. We continue to monitor the local


                                      -12-
<PAGE>





market and adjust our products and pricing. We expect deposits to increase in
the second quarter in response to our efforts.

The Bank funded its loan growth by reducing its investment portfolio. Instead of
replacing bonds that matured or were redeemed or sold during this period of low
interest rates, we allowed our loan to deposit ratio to increase from 78% at
December 31, 2003 to 86% at March 31, 2004. This led to an improvement in asset
yields and also enabled us to reduce our funding costs, resulting in an
improvement in our Net Interest Margin from 3.40% in the fourth quarter of 2003
to 3.58% in the first quarter of 2004. Management believes that it will be able
to maintain the Net Interest Margin through the second quarter.

                              RESULTS OF OPERATIONS
A comparison of the income statements for the three months ended March 31, 2004
and 2003 shows a 5.3% increase in Net Interest Income. Interest income on loans
and investments decreased $1.0 million, or 5.1%. Although average loans
outstanding increased $83.9 million, the average yield on those loans decreased
from 6.72% to 5.93%. Average investments decreased $96.5 million but the yield
on investments increased from 4.21% to 4.29%. Market interest rates have already
begun to rise, contributing to the improvement in the investment yield. We
expect managed interest rates to rise in the second half of this year, which
will lead to an improvement in loan yields.

Average deposits decreased slightly from $1.032 billion in the first quarter of
2003 to $1.030 billion in the first quarter of 2004, while at the same time the
average cost of these deposits decreased from 1.71% to 1.26%. The result was a
decrease in Interest on Deposits of $1.1 million, or 25.8%. Average borrowed
funds increased from $229.3 million in the first quarter of 2003 to $252.4
million in the first quarter of 2004, while the average cost of these borrowings
decreased from 5.65% to 4.27%. This reduction in the cost of the borrowed funds
was due to the refinancing of some of our Federal Home Loan Bank advances and an
increase in the use of federal funds borrowed. The cost of deposits should
continue to decline slightly in the second quarter. We may experience a slight
increase in the cost of borrowed funds as we expect to borrow less federal funds
and because some of our FHLB borrowings have variable rates.

The Provision for Loan Losses decreased $225,000, or 27.3%. This level of
provision is expected to be sufficient to maintain an adequate allowance for
loan losses.

Non interest income increased less than 1% as most categories of non interest
income did not change significantly. The table below summarizes the changes in
the components of non interest income (000s omitted):

<TABLE>
<CAPTION>


                                            March 31,     March 31,
                                              2004          2003       % Change
                                           ----------     ---------    ---------
<S>                                        <C>            <C>          <C>
Trust Income                               $      814     $     873        -6.8%
Deposit Account Service Charges                   410           377         8.8%
Other Deposit Account Related Fees                868           868         0.0%
Origination Fees on Loans Sold                    160           276       -42.0%
Gains on Securities Transactions                  107           172       -37.8%
BOLI Earnings                                     387           201        92.5%
Other Income                                      480           436        10.1%
                                           ----------     ---------    ---------
                                           $    3,226     $   3,203         0.7%

</TABLE>



The income from Bank Owned Life Insurance policies increased due to an
additional investment in BOLI policies in the second quarter of 2003.
Origination fees on mortgage loans sold decreased as the amount of fixed rate
loan originations decreased due to the increase in market interest rates.


                                      -13-
<PAGE>





Salaries and Employee Benefits increased $266,000, or 6.3%, due to annual salary
increases and higher health insurance costs. The number of full time equivalent
employees increased from 384 on March 31, 2003 to 386 on March 31, 2004.
Occupancy Expense increased $140,000, or 21.0%, largely due to the Bank's
expansion into the southern Wayne County area. The Bank now operates two full
service branches and a loan and trust production office in Wayne County. As of
March 31, 2004, the Wyandotte branch, which opened at the end of the first
quarter of 2003, has $15.4 million in deposits, and the Trenton branch, which
opened in the third quarter of 2003, has $7.5 million in deposits. Other
Expenses increased $109,000, or 4.4%. These results were consistent with our
expectations for the quarter.

As a result of the above activity, Income Before Provision for Income Taxes
increased $369,000, or 5.3%. The Provision for Income Taxes increased $26,000,
or 1.3%, and reflects an anticipated annual effective tax rate of 26.8%. Net
Income increased $343,000, or 6.8% compared to the first three months of 2003.

                              LIQUIDITY AND CAPITAL

The Corporation has maintained sufficient liquidity to fund its loan growth and
allow for fluctuations in deposit levels. Internal sources of liquidity are
provided by the maturities of loans and securities as well as holdings of
securities Available for Sale. External sources of liquidity include a line of
credit with the Federal Home Loan Bank of Indianapolis, and the Federal funds
lines that have been established with correspondent banks.

Total stockholders' equity of the Corporation was $148.9 million at March 31,
2004 and $143.4 million at December 31, 2003. The ratio of equity to assets was
10.5% at March 31, 2004 and 9.8% at December 31, 2003. Federal bank regulatory
agencies have set capital adequacy standards for Total Risk Based Capital, Tier
1 Risk Based Capital, and Leverage Capital. These standards require banks to
maintain Leverage and Tier 1 ratios of at least 4% and a Total Capital ratio of
at least 8% to be adequately capitalized. The regulatory agencies consider a
bank to be well capitalized if its Total Risk Based Capital is at least 10% of
Risk Weighted Assets, Tier 1 Capital is at least 6% of Risk Weighted Assets, and
Leverage Capital Ratio is at least 5%.

The following table summarizes the capital ratios of the Bank:


<TABLE>
<CAPTION>

                                                                        Minimum to be Well
                               March 31, 2004     December 31, 2003         Capitalized
                               --------------     -----------------     ------------------
<S>                            <C>                <C>                   <C>
Leverage Capital                        10.2%                  9.7%                   5.0%
Tier 1 Risk Based Capital               14.9%                 14.4%                   6.0%
Total Risk Based Capital                16.1%                 15.6%                  10.0%

</TABLE>




At March 31, 2004 and December 31, 2003, the Bank was in compliance with the
capital guidelines and is considered "well-capitalized" under regulatory
standards.

Market risk for the Bank, as is typical for most banks, consists mainly of
interest rate risk and market price risk. The Bank's earnings and the economic
value of its equity are exposed to interest rate risk and market price risk, and
monitoring this risk is the responsibility of the Asset/Liability Management
Committee (ALCO) of the Bank. The Bank's market risk is monitored monthly and it
has not changed significantly since year-end 2003.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Bank faces market risk to the extent that the fair values of its financial
instruments are affected by changes in interest rates. The Bank does not face
market risk due to changes in foreign currency exchange rates, commodity prices,
or equity prices. The asset and liability management process of the Bank seeks
to monitor and manage the amount of interest rate risk. This is


                                      -14-
<PAGE>





accomplished by analyzing the differences in repricing opportunities for assets
and liabilities, by simulating operating results under varying interest rate
scenarios, and by estimating the change in the net present value of the Bank's
assets and liabilities due to interest rate changes.

Each month, the Asset and Liability Committee (ALCO), which includes the senior
management of the Bank, estimates the effect of interest rate changes on the
projected net interest income of the Bank. The sensitivity of the Bank's net
interest income to changes in interest rates is measured by using a computer
based simulation model to estimate the impact on earnings of a gradual increase
or decrease of 100 basis points in the prime rate. The net interest income
projections are compared to a base case projection, which assumes no changes in
interest rates.

The Bank's ALCO has established limits in the acceptable amount of interest rate
risk, as measured by the change in the Bank's projected net interest income, in
its policy. Throughout the first three months of 2004, the estimated variability
of the net interest income was within the Bank's established policy limits.

The ALCO also monitors interest rate risk by estimating the effect of changes in
interest rates on the economic value of the Bank's equity each month. The actual
economic value of the Bank's equity is first determined by subtracting the fair
value of the Bank's liabilities from the fair value of the Bank's assets. The
fair values are determined in accordance with Statement of Financial Accounting
Standards Number 107, Disclosures about Fair Value of Financial Instruments. The
Bank estimates the interest rate risk by calculating the effect of market
interest rate shocks on the economic value of its equity. For this analysis, the
Bank assumes immediate parallel shifts of plus or minus 100 and 200 basis points
in interest rates. Currently, the minus 200 shift does not produce meaningful
results. The discount rates used to determine the present values of the loans
and deposits, as well as the prepayment rates for the loans, are based on
Management's expectations of the effect of the rate shock on the market for
loans and deposits.

The Bank's ALCO has established limits in the acceptable amount of interest rate
risk, as measured by the change in economic value of the Bank's equity, in its
policy. Throughout the first three months of 2004, the estimated variability of
the economic value of equity was within the Bank's established policy limits.

The Bank's interest rate risk, as measured by the net interest income and
economic value of equity simulations, has not changed significantly from
December 31, 2003.



ITEM 4. CONTROLS AND PROCEDURES

The Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures as of
March 31, 2004, pursuant to Exchange Act Rule 13a-15. Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that the Company's disclosure controls and procedures were effective as of March
31, 2004, in alerting them in a timely manner to material information relating
to the Company (including its consolidated subsidiaries) required to be included
in the Company's periodic SEC filings.

There was no change in the Company's internal control over financial reporting
that occurred during the Company's fiscal quarter ended March 31, 2004, that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.



                                      -15-
<PAGE>





PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
MBT Financial Corp. and its subsidiaries are not a party to, nor is any of their
property the subject of any material legal proceedings other than ordinary
routine litigation incidental to their respective businesses, nor are any such
proceedings known to be contemplated by governmental authorities.

ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASE OF EQUITY
        SECURITIES.
None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.

ITEM 5. OTHER INFORMATION
Inapplicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a)      Exhibits.

The following exhibits are filed as a part of this report:

     31.1     Restated Articles of Incorporation of MBT Financial Corp.
              Previously filed as Exhibit 3.1 to MBT Financial Corp.'s Form 10-K
              for its fiscal year ended December 31, 2000.

     31.2     Amended and Restated Bylaws of MBT Financial Corp. Previously
              filed as Exhibit 3.2 to MBT Financial Corp.'s Form 10-Q for its
              fiscal quarter ended September 30, 2003.

     31.3     Certification by Chief Executive Officer required by Securities
              and Exchange Commission Rule 13a-14.

     31.4     Certification by Chief Financial Officer required by Securities
              and Exchange Commission Rule 13a-14.

     32.1     Certification by Chief Executive Officer pursuant to 18 U.S.C.
              Section 1350, as enacted pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002.

     32.2     Certification by Chief Financial Officer pursuant to 18 U.S.C.
              Section 1350, as enacted pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002.








                                      -16-
<PAGE>


(b)      Reports on Form 8-K




MBT Financial Corp. filed or furnished the following reports on Form 8-K during
the quarter ended March 31, 2004:



Date of Event Reported     Event Reported
----------------------     --------------

January 16, 2004           Items 9 and 12 -- Regulation FD Disclosure, and
                           Disclosure of Results of Operations and Financial
                           Condition, fourth quarter and full year 2003 earnings
                           announcement



                                      -17-
<PAGE>





                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                   MBT Financial Corp.
                                   ----------------------------
                                   (Registrant)



May 7, 2004                        /s/ H. Douglas Chaffin
------------                       ----------------------------
Date                               H. Douglas Chaffin
                                   President &
                                   Chief Executive Officer



May 7, 2004                        /s/ John L. Skibski
------------                       ----------------------------
Date                               John L. Skibski
                                   Executive Vice President and
                                   Chief Financial Officer



                                      -18-
<PAGE>




                                  EXHIBIT INDEX




Exhibit Number                         Description of Exhibits
--------------                         -----------------------

3.1                                    Restated Articles of Incorporation of MBT
                                       Financial Corp. Previously filed as
                                       Exhibit 3.1 to MBT Financial Corp.'s Form
                                       10-K for its fiscal year ended December
                                       31, 2000.

3.2                                    Amended and Restated Bylaws of MBT
                                       Financial Corp. Previously filed as
                                       Exhibit 3.2 of MBT Financial Corp.'s 10-Q
                                       for its fiscal quarter ended September
                                       30, 2003.

31.1                                   Certification by Chief Executive Officer
                                       required by Securities and Exchange
                                       Commission Rule 13a-14.

31.2                                   Certification by Chief Financial Officer
                                       required by Securities and Exchange
                                       Commission Rule 13a-14.

32.1                                   Certification by Chief Executive Officer
                                       pursuant to 18 U.S.C. Section 1350, as
                                       enacted pursuant to Section 906 of the
                                       Sarbanes-Oxley Act of 2002.

32.2                                   Certification by Chief Executive Officer
                                       pursuant to 18 U.S.C. Section 1350, as
                                       enacted pursuant to Section 906 of the
                                       Sarbanes-Oxley Act of 2002.