UNITED STATESSECURITIES
 AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-Q

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

For the quarterly
period ended June 30, 2004

OR

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

For the transition
period from _______________ to _______________

Commission file number
000-23550

|Fentura Financial, Inc.
(Exact name of
registrant as specified in its charter)
|------------------------------------------------------------------------------

|Michigan(State or other jurisdiction of  incorporation or organization) | 38-2806518(IRS Employer Identification No.)
|----------------------------------------------------------------------- | -------------------------------------------

175 N Leroy, P.O. Box
725, Fenton, Michigan 48430(Address of Principal Executive Offices)

(810)  629-2263
          (Registrants telephone number)

Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
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. [X] Yes [__] No

Indicate by check mark whether the
registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). [__] Yes [X] No

APPLICABLE ONLY TO
CORPORATE ISSUERS

Indicate the number of shares
outstanding of each of the issuers classes of common stock, as of the latest
practicable date: August 1, 2004

Class  Common Stock            
Shares Outstanding  1,885,662

---



Fentura Financial Inc.Index
to Form 10-Q

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|Part I - Financial Information
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|Part II - Other Information    |  | 
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|Signatures                     |  | 
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|Exhibit Index                  |  | 

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# PART I  FINANCIAL
INFORMATION

Item 1. Consolidated
Financial Statements

Fentura Financial, Inc.Consolidated
Balance Sheets

|                                                   
|---------------------------------------------------
|                                                   
|                                                   
|ASSETS                                             
|Cash and due from banks                            
|Federal funds sold                                 
|                                                   
|Total cash & cash equivalents                      
|Securities-available for sale                      
|Securities-held to maturity, (fair value of $13,727
|at June 30, 2004 and $12,519 at December 31, 2003) 
|                                                   
|Total securities                                   
|Loans held for sale                                
|Loans:                                             
|Commercial                                         
|Real estate loans - mortgage                       
|Real estate loans - construction                   
|Consumer loans                                     
|                                                   
|Total loans                                        
|Less: Allowance for loan losses                    
|                                                   
|Net loans                                          
|Bank Owned Life Insurance                          
|Bank premises and equipment                        
|Federal Home Loan Bank stock                       
|Accrued interest receivable                        
|Goodwill and other intangible assets               
|Other assets                                       
|                                                   
|Total assets                                       
|                                                   
|                                                   
|LIABILITIES                                        
|Deposits:                                          
|Non-interest bearing deposits                      
|Interest bearing deposits                          
|                                                   
|Total deposits                                     
|Borrowings                                         
|Federal Home Loan Bank Advances                    
|Repurchase Agreements                              
|Subordinated debentures                            
|Accrued taxes, interest and other liabilities      
|                                                   
|Total liabilities                                  
|                                                   
|SHAREHOLDERS' EQUITY                               
|Common stock - no par value                        
|1,883,647 shares issued (1,880,485 in Dec. 2003)   
|Retained earnings                                  
|Accumulated other comprehensive loss               
|                                                   
|Total shareholders' equity                         
|                                                   
|Total Liabilities and Shareholders' Equity         
|                                                   

3

See notes to consolidated financial
statements.

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Fentura Financial, Inc.Consolidated Statements
of Income (Unaudited)

|                                    | Three Months EndedJune 30, | Six Months EndedJune 30,
|----------------------------------- | -------------------------- | ------------------------
|
|                                    |                           
|INTEREST INCOME                     |                            |                         
|Interest and fees on loans          |                            |                         
|Interest and dividends on           |                            |                         
|securities:                         |                            |                         
|Taxable                             |                            |                         
|Tax-exempt                          |                            |                         
|Interest on federal funds sold      |                            |                         
|                                    |                           
|Total interest income               |                            |                         
|                                    |                            |                         
|INTEREST EXPENSE                    |                            |                         
|Deposits                            |                            |                         
|Borrowings                          |                            |                         
|                                    |                           
|Total interest expense              |                            |                         
|                                    |                           
|                                    |                            |                         
|NET INTEREST INCOME                 |                            |                         
|Provision for loan losses           |                            |                         
|                                    |                           
|Net interest income after           |                            |                         
|Provision for loan losses           |                            |                         
|                                    |                            |                         
|NONINTEREST INCOME                  |                            |                         
|Service charges on deposit accounts |                            |                         
|Gain on sale of mortgages           |                            |                         
|Trust income                        |                            |                         
|Gain (Loss) on sale of securities   |                            |                         
|Gain (Loss) on sale of fixed assets |                            |                         
|Other income and fees               |                            |                         
|                                    |                           
|Total noninterest income            |                            |                         
|                                    |                            |                         
|NONINTEREST EXPENSE                 |                            |                         
|Salaries and employee benefits      |                            |                         
|Occupancy                           |                            |                         
|Furniture and equipment             |                            |                         
|Loan and collection                 |                            |                         
|Advertising and promotional         |                            |                         
|Other operating expenses            |                            |                         
|                                    |                           
|Total noninterest expense           |                            |                         
|                                    |                           
|                                    |                            |                         
|INCOME BEFORE TAXES                 |                            |                         
|Applicable income taxes             |                            |                         
|                                    |                           
|NET INCOME                          |                            |                         
|                                    |                           
|                                    |                            |                         
|Per share:                          |                            |                         
|Net income - basic                  |                            |                         
|                                    |                            |                         
|Net income - diluted                |                            |                         
|                                    |                            |                         
|Cash Dividends declared             |                            |                         
|                                    |                            |                         

See notes to consolidated financial
statements.

4

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Fentura Financial, Inc.Consolidated Statements
of Changes in Shareholders Equity (Unaudited)

|                                 | Six MonthsEnded | Six MonthsEnded
|-------------------------------- | --------------- | ---------------
|                                
|                                
|                                
|COMMON STOCK                     |                 |                
|Balance, beginning of period     |                 |                
|Issuance of shares under         |                 |                
|Director stock purchase plan &   |                 |                
|Dividend reinvestment program    |                 |                
|Repurchase stock                 |                 |                
|                                 |                 |                
|Balance, end of period           |                 |                
|                                 |                 |                
|RETAINED EARNINGS                |                 |                
|Balance, beginning of period     |                 |                
|Net income                       |                 |                
|Cash dividends declared          |                 |                
|                                 |                 |                
|Balance, end of period           |                 |                
|                                 |                 |                
|ACCUMULATED OTHER COMPREHENSIVE  |                 |                
|INCOME (LOSS)                    |                 |                
|Balance, beginning of period     |                 |                
|Change in unrealized gain (loss) |                 |                
|on securities, net of tax        |                 |                
|                                 |                 |                
|Balance, end of period           |                 |                
|                                 |                 |                
|TOTAL SHAREHOLDERS' EQUITY       |                 |                
|                                 |                 |                

See notes to consolidated financial
statements.

5

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Fentura Financial, Inc. Consolidated Statements
of Cash Flows (Unaudited)

|                                                                | Six Months EndedJune 30,
|--------------------------------------------------------------- | ------------------------
|                                                               
|                                                               
|                                                               
|OPERATING ACTIVITIES:                                           |                         
|                                                                |                         
|Net income                                                      |                         
|Adjustments to reconcile net income to cash                     |                         
|Provided by Operating Activities:                               |                         
|Depreciation and amortization                                   |                         
|Provision for loan losses                                       |                         
|Amortization (accretion) on securities                          |                         
|Loans originated for sale                                       |                         
|Proceeds from the sale of loans                                 |                         
|Gain on sale of securities                                      |                         
|Gain on sales of fixed assets                                   |                         
|Gain on sales of loans                                          |                         
|Net increase in bank owned life insurance                       |                         
|Net (increase) decrease in interest receivable & other assets   |                         
|Net increase (decrease) in interest payable & other liabilities |                         
|                                                                |                         
|Total Adjustments                                               |                         
|                                                                |                         
|Net Cash Provided By (Used In) Operating Activities             |                         
|                                                                |                         
|Cash Flows From Investing Activities:                           |                         
|                                                                |                         
|Proceeds from maturities of securities - HTM                    |                         
|Proceeds from maturities of securities - AFS                    |                         
|Proceeds from calls of securities - HTM                         |                         
|Proceeds from calls of securities - AFS                         |                         
|Proceeds from sales of securities - AFS                         |                         
|Purchases of securities - HTM                                   |                         
|Purchases of securities - AFS                                   |                         
|Net increase in loans                                           |                         
|Net cash from acquisition of WMFC                               |                         
|Capital expenditures                                            |                         
|                                                                |                         
|Net Cash Provided By (Used in) Investing Activities             |                         
|                                                                |                         
|Cash Flows From Financing Activities:                           |                         
|                                                                |                         
|Net increase (decrease) in deposits                             |                         
|Net increase (decrease) in borrowings                           |                         
|Net increase (decrease) in repurchase agreements                |                         
|Net proceeds from stock issuance and purchase                   |                         
|Cash dividends                                                  |                         
|                                                                |                         
|Net Cash Provided By (Used In) Financing Activities             |                         
|                                                                |                         
|NET INCREASE IN CASH AND CASH EQUIVALENTS                       |                         
|                                                                |                         
|CASH AND CASH EQUIVALENTS - BEGINNING                           |                         
|                                                                |                         
|CASH AND CASH EQUIVALENTS - ENDING                              |                         
|                                                                |                         
|                                                                |                         
|CASH PAID FOR:                                                  |                         
|INTEREST                                                        |                         
|INCOME TAXES                                                    |                         
|Noncash investing and financing activities:                     |                         
|Securities acquired (including FHLB)                            |                         
|Loans acquired                                                  |                         
|Premises and equipment acquired                                 |                         
|Acquisition intangibles recorded                                |                         
|Other assets acquired                                           |                         
|Deposits assumed                                                |                         
|Borrowings assumed                                              |                         
|Other liabilities assumed                                       |                         
|Value of common stock and converted stock options               |                         

See notes to consolidated financial
statements.

6

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Fentura Financial, Inc. Consolidated Statements
of Comprehensive Income (Unaudited)

|                                               | Three Months EndedJune 30, | Six Months EndedJune 30,
|---------------------------------------------- | -------------------------- | ------------------------
|
|Net Income                                     |                            |                         
|Other comprehensive income (loss), net of tax: |                            |                         
|Unrealized holding gains (losses) arising      |                            |                         
|during period                                  |                            |                         
|Less: reclassification adjustment for          |                            |                         
|gains/losses included in net income            |                            |                         
|                                               |                           
|Other comprehensive income (loss)              |                            |                         
|                                               |                           
|Comprehensive income (loss)                    |                            |                         
|                                               |                           

Fentura Financial, Inc. Notes to Consolidated
Financial Statements (Unaudited)

Note 1. Basis of
presentation

The consolidated financial statements
at December 31, 2003 include Fentura Financial, Inc. (the Corporation) and its wholly
owned subsidiaries, The State Bank in Fenton, Michigan and Davison State Bank in Davison,
Michigan. The June 30, 2004 consolidated financial statements also include West Michigan
Community Bank in Hudsonville, Michigan (collectively the Banks). As further discussed in
Note 5, on March 15, 2004, the Corporation completed the acquisition of West Michigan
Financial Corporation (WMFC) and its subsidiary, West Michigan Community Bank (WMCB). WMFC
was merged with and into the Corporation on the date of the acquisition. WMCB remains a
subsidiary of the Corporation. The acquisition was accounted for as a purchase and
accordingly, these financial statements include the results of operations of WMFC and WMCB
subsequent to March 15, 2004. Intercompany transactions and balances are eliminated in
consolidation.

The accompanying unaudited
consolidated financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America for interim financial
information and the instructions for Form  10Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and notes required by accounting
principles generally accepted in the United States of America for complete financial
statements. In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. Operating
results for the three and six months ended June 30, 2004 are not necessarily indicative of
the results that may be expected for the year ending December 31, 2004. For further
information, refer to the consolidated financial statements and footnotes thereto included
in the Corporations annual report on Form 10-K for the year ended December 31, 2003.

Reclassifications: Some items in the
prior year financial statements were reclassified to conform to the current presentation.

All share and per share data has been
adjusted for the 10% stock dividend paid on February 13, 2004.

Allowance for Loan Losses: The
allowance for loan losses is a valuation allowance for probable incurred credit losses,
increased by the provision for loan losses and decreased by charge-offs less recoveries.
Management estimates the allowance balance required using past loan loss experience, the
nature and volume of the portfolio, information about specific borrower situations and
estimated collateral values, economic conditions, and other factors. Allocations of the
allowance may be made for specific loans, but the entire allowance is available for any
loan that, in managements judgment, should be charged-off. Loan losses are charged
against the allowance when management believes the uncollectibility of a loan balance is
confirmed.

A loan is impaired when full payment
under the loan terms is not expected. Impairment is evaluated in total for smaller-balance
loans of similar nature such as residential mortgage, consumer, and credit card loans, and
on an individual loan basis for other loans. If a loan is impaired, a portion of the
allowance is allocated so that the loan is reported, net, at the present value of
estimated future cash flows using the loans existing rate or at the fair value of
collateral if repayment is expected solely from the collateral.

7

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Stock Option Plans

The Nonemployee Director Stock Option
Plan provides for the grant of options to nonemployee directors to purchase the
Corporations common stock on April 1 each year. The purchase price of the shares is
the fair market value at the date of the grant, and there is a three-year vesting period
before options may be exercised. Options to acquire no more than 6,720 shares of stock may
be granted under the Plan in any calendar year and options to acquire not more than 67,200
shares in the aggregate may be outstanding at any one time.

The Employee Stock Option Plan
provides for the grant of options to eligible employees to purchase the Corporations
common stock at or above, the fair market value of the stock at the date of the grant.
Awards granted under this plan are limited to an aggregate of 72,000 shares. The
administrator of the plan is a committee of directors. The administrator has the power to
determine the number of options to be granted, the exercise price of the options and other
terms of the options, subject to consistency with the terms of the plan. Options covering
14,575 shares were granted under this Plan on June 26, 2003.

The following table summarizes stock
option activity:

|                                         | Number of Options | Weighted Average Price
|---------------------------------------- | ----------------- | ----------------------
|                                         |                   |                       
|Options outstanding at December 31, 2002 |                   |                       
|Options granted 2003                     |                   |                       
|Options exercised 2003                   |                   |                       
|Options forfeited 2003                   |                   |                       
|                                         |                   |                       
|Options outstanding at December 31, 2003 |                   |                       
|Options granted 2004                     |                   |                       
|Options forfeited 2004                   |                   |                       
|                                         |                   |                       
|Options outstanding at June 30, 2004     |                   |                       
|                                         |                   |                       

The stock option plans are accounted for
in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued
to Employees (APB 25) as permitted under Financial Accounting Standards No. 123,
Accounting for Stock Based Compensation (SFAS 123). In accordance with APB 25, no
compensation expense is required nor has been recognized for the options issued under
existing plans. Had the Corporation chosen not to elect APB 25, SFAS 123 would apply and
compensation expense would have been recognized, and the Corporations earnings would
have been as follows (in thousands, except per share data):

|                    | Three Months Ended June 30, | Six Months Ended June 30,
|------------------- | --------------------------- | -------------------------
|
|                    |                             |                          
|Net Income          |                             |                          
|As reported         |                             |                          
|Proforma            |                             |                          
|                    |                             |                          
|Basic  net  income  |                             |                          
|per share           |                             |                          
|As reported         |                             |                          
|Proforma            |                             |                          
|                    |                             |                          
|Diluted  net income |                             |                          
|per share           |                             |                          
|As reported         |                             |                          
|Proforma            |                             |                          

Proforma net income includes
compensation cost for the Corporations stock option plan based on the fair values of
the grants as of the dates of the awards consistent with the method prescribed by SFAS
123. The fair value of each option grant is estimated using the Black-Scholes
option-pricing model. Assumptions used in the model for options granted during 2003 were
as follows: an expected life of 6 years, a dividend yield of 3.6%, a risk free return of
2.78% and expected volatility of 24% resulting in a value of $5.97 per option.

8

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Note 2. Earnings per
common share

A reconciliation of the numerators
and denominators used in the computation of basic earnings per common share and diluted
earnings per common share is presented below. Earnings per common share are presented
below for the three and six months ended June 30, 2004 and 2003:

|                                   | Three Months EndedJune 30, | Six Months EndedJune 30,
|---------------------------------- | -------------------------- | ------------------------
|
|                                   |                            |                         
|Basic Earnings Per Common Share:   |                            |                         
|Numerator                          |                            |                         
|Net Income                         |                            |                         
|                                   |                            |                         
|Denominator                        |                            |                         
|Weighted average common shares     |                            |                         
|Outstanding                        |                            |                         
|                                   |                            |                         
|Basic earnings per common share    |                            |                         
|                                   |                            |                         
|Diluted Earnings Per Common Share: |                            |                         
|Numerator                          |                            |                         
|Net Income                         |                            |                         
|                                   |                            |                         
|Denominator                        |                            |                         
|Weighted average common shares     |                            |                         
|Outstanding for basic earnings per |                            |                         
|Common share                       |                            |                         
|                                   |                            |                         
|Add: Dilutive effects of assumed   |                            |                         
|Exercises of stock options         |                            |                         
|                                   |                            |                         
|Weighted average common shares     |                            |                         
|And dilutive potential common      |                            |                         
|Shares outstanding                 |                            |                         
|                                   |                            |                         
|Diluted earnings per common share  |                            |                         
|                                   |                            |                         

Stock options for 5,096 shares and
19,561 shares of common stock for the three and six months period ended June 30, 2004 and
stock options for 5,737 shares and 6,841 shares of common stock for the three and six
month periods ended June 30, 2003 were not considered in computing diluted earnings per
common share because they were not dilutive.

Note 3. Commitments and
contingencies

There are various contingent
liabilities that are not reflected in the financial statements including claims and legal
actions arising in the ordinary course of business. In the opinion of management, after
consultation with legal counsel, the ultimate disposition of these matters is not expected
to have a material effect on the Corporations consolidated financial condition or
results of operations.

9

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Note 4. Securities

June 30, 2004 securities and year-end
2003 securities are as follows:

|Available for Sale
June 30, 2004 | Fair Value | Gross Unrealized Gains | Gross Unrealized Losses
|-------------------------------- | ---------- | ---------------------- | -----------------------
|                                 |            |                        |                        
|U.S. Government & federal agency |            |                        | $                      
|State and Municipal              |            |                        |                        
|Mortgage-backed                  |            |                        |                        
|Corporate                        |            |                        |                        
|Equity securities                |            |                        |                        
|                                 |            |                        |                        
|Total                            |            |                        | $                      
|                                 |            |                        |                        
|December 31, 2003                |            |                       
|U.S. Government & federal agency |            |                        | $                      
|State and Municipal              |            |                        |                        
|Mortgage-backed                  |            |                        |                        
|Corporate                        |            |                        |                        
|Equity securities                |            |                        |                        
|                                 |            |                        |                        
|Total                            |            |                        | $                      
|                                 |            |                        |                        

|Held to Maturity
June 30, 2004 | Amortized Cost | Gross Unrealized Gain | Gross Unrealized Losses | Fair Value
|------------------------------ | -------------- | --------------------- | ----------------------- | ----------
|                               |                |                       |                         |           
|State & municipal              |                |                       | $                       | 13,634    
|                               |                |                       |                         |           
|Mortgage-backed                |                |                       |                         | 27        
|                               |                |                       |                         |           
|Total                          |                |                       | $                       | 13,661    
|                               |                |                       |                         |           
|                               |                |                      
|December 31, 2003              |                |                      
|State & municipal              |                |                       | $                       | 12,169    
|                               |                |                       |                         |           
|Total                          |                |                       | $                       | 12,169    
|                               |                |                       |                         |           

Note 5. Acquisition

On October 15, 2003, the Corporation
announced the signing of a definitive agreement to acquire West Michigan Financial
Corporation (WMFC), a commercial bank headquartered in Hudsonville, Michigan.
The purpose of the acquisition was to establish a presence in the West Michigan market
resulting in a foundation to grow the Corporations asset base, primarily loans, in that
market. Under the terms of the transaction, the Corporation acquired all of the
outstanding stock of WMFC in exchange for cash. The total cost of the transaction was
$12.9 million. The Corporation closed the transaction on March 15, 2004.

The acquisition has been accounted
for using the purchase method of accounting, and, accordingly, the purchase price has been
allocated to the tangible and identified intangible assets purchased and the liabilities
assumed based upon the estimated fair values at the date of acquisition. Identified
intangible assets and purchase accounting fair value adjustments are being amortized under
various methods over the expected lives of the corresponding assets and liabilities.
Goodwill will not be amortized, but will be reviewed for impairment on a yearly basis.
Identified intangible assets aggregate to $1.7 million and include a core deposit
intangible and customer relationship value related to WMFCs loan, deposit and wealth
management customers. Goodwill aggregates to $7.9 million.

In conjunction with the acquisition,
the fair values of significant assets and liabilities assumed are as follows, stated in
thousands of dollars:

|                          | 
|------------------------- | 
|Cash and cash equivalents | 
|Securities                | 
|Loans                     | 
|Acquisition intangibles   | 
|Deposits                  | 
|Other borrowings          | 

10

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The following table presents pro
forma information stated in thousands of dollars for the six months ended June 30, 2004
and the year ended December 31, 2003 as if the acquisition of WMFC had occurred at the
beginning of 2004 and 2003. The pro forma information includes adjustments for the
amortization of intangibles arising from the transaction, the elimination of acquisition
related expenses, and the related income tax effects. The pro forma financial information
is not necessarily indicative of the results of operations as they would have been had the
transactions been effected on the assumed dates.

|                                    | 2004 | 2003
|----------------------------------- | ---- | ----
|                                    |      |     
|Interest income                     |      |     
|Interest expense                    |      |     
|                                    |      |     
|Net interest income                 |      |     
|Provision for loan losses           |      |     
|                                    |      |     
|Net interest income after provision |      |     
|Noninterest income                  |      |     
|Noninterest expense                 |      |     
|                                    |      |     
|Income before federal income tax    |      |     
|Federal income tax expense          |      |     
|                                    |      |     
|Net income                          |      |     
|                                    |      |     
|Basic earnings per share            |      |     
|Diluted earnings per share          |      |     

11

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Item 2 - Management's
Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Certain of the Corporations
accounting policies are important to the portrayal of the Corporations financial
condition, since they require management to make difficult, complex or subjective
judgments, some of which may relate to matters that are inherently uncertain. Estimates
associated with these policies are susceptible to material changes as a result of changes
in facts and circumstances. Facts and circumstances, which could affect these judgments,
include, but without limitation, changes in interest rates, in the performance of the
economy or in the financial condition of borrowers. Management believes that its critical
accounting policies include determining the allowance for loan losses and determining the
fair value of securities and other financial instruments.

As indicated in the income statement,
earnings for the three months ended June 30, 2004 were $821,000 compared to $910,000 for
the same period in 2003. Year to date earnings for the first six months of 2004 were
$1,643,000 compared to $1,731,000 for the same period in 2003. Earnings decreased in the
second quarter of 2004 due to lower noninterest income and higher noninterest expense. Net
interest income was higher due to significantly higher loan and security balances during
the first six months of 2004 compared with the same period in 2003. Also the Corporation
completed the acquisition of West Michigan Financial Corporation (WMFC) on
March 15, 2004. As a privately held entity, WMFC experienced operating losses in 2002 and
2003. The company operated profitably during the first quarter of 2004 prior to the
acquisition by Fentura Financial. Carrying costs associated with the Trust Preferred
Securities issued in connection with the acquisition, coupled with legal, accounting and
consulting acquisition expenses more than offset the income contribution of West Michigan
Community Bank since the date of acquisition. The Corporation continues to focus on core
banking activities and new opportunities in current and surrounding markets.

Net income per share  basic and
diluted was $0.87 in the first six months of 2004 compared to $0.92 net income per share
 basic and diluted for the same period in 2003. Net income per share  basic
was $0.44 and diluted was $0.43 in the second quarter of 2004 compared to $0.48 for net
income  basic and diluted for the same period in 2003.

Net Interest Income

Net interest income and average
balances and yields on major categories of interest-earning assets and interest-bearing
liabilities for the six months ended June 30, 2004 and 2003 are summarized in Table 2. The
effects of changes in average interest rates and average balances are detailed in Table 1
below.

Table 1

|                                   | SIX MONTHS ENDED
        JUNE 30,
 2004 COMPARED TO 2003
  INCREASE (DECREASE)
        DUE TO:
|---------------------------------- | ----------------------------------------------------------------------------------------------
|                                   |                                                                                               
|                                   |                                                                                               
|                                  
|TAXABLE SECURITIES                 |                                                                                               
|TAX-EXEMPT SECURITIES              |                                                                                               
|FEDERAL FUNDS SOLD                 |                                                                                               
|                                   |                                                                                               
|TOTAL LOANS                        |                                                                                               
|LOANS HELD FOR SALE                |                                                                                               
|                                   |                                                                                               
|TOTAL EARNING ASSETS               |                                                                                               
|                                   |                                                                                               
|INTEREST BEARING DEMAND DEPOSITS   |                                                                                               
|SAVINGS DEPOSITS                   |                                                                                               
|TIME CD'S $100,000 AND OVER        |                                                                                               
|OTHER TIME DEPOSITS                |                                                                                               
|OTHER BORROWINGS                   |                                                                                               
|                                   |                                                                                               
|TOTAL INTEREST BEARING LIABILITIES |                                                                                               
|                                   |                                                                                               
|NET INTEREST INCOME                |                                                                                               
|                                   |                                                                                               

12

---



As indicated in Table 1, during the
six months ended June 30, 2004, net interest income increased compared to the same period
in 2003, principally because of the increase in securities interest income and the
increase in loan interest income. Both loan and investment interest income increased due
to higher balances during the first six months of 2004 compared to the same period in
2003. Interest expense increased compared to the first quarter of 2003 due to the increase
in deposit balances and an increase in borrowings for the Corporation.

Net interest income (displayed with
consideration of full tax equivalency), average balance sheet amounts, and the
corresponding yields for the three months ended June 30, 2004 and 2003 are shown in Table
2. Actual net interest income for the six months ended June 30, 2004 was $7,993,000, an
increase of $1,669,000, or 26.4%, over the same period in 2003. The primary factor
contributing to the net interest income increase was the addition of West Michigan
Community Bank, which increased net interest income $1,309,000. Higher interest income
also resulted in part from an increase in loan and investment income resulting from higher
balances carried at the Corporations other subsidiary banks during the first six
months of 2004 compared to the same period in 2003. However, the increased volume was at a
lower spread and as a result the net interest margin declined during the 2004 period.

Management reviews economic forecasts
and strategy on a monthly basis. Accordingly, the Corporation will continue to
strategically manage the balance sheet structure in an effort to create stability in net
interest income. The Corporation expects to continue to seek out new loan opportunities
while continuing to maintain sound credit quality.

As indicated in Table 2, for the six
months ended June 30, 2004, the Corporations net interest margin (with consideration
of full tax equivalency) was 3.63% compared with 4.24% for the same period in 2003. This
decline is attributable to the impact of an increase in volume at a lower spread, which
helped increase net interest income but decreased the net interest margin. The
Corporations net interest margin was also negatively impacted by the Federal Reserve
reducing interest rates at the end of the second quarter in 2003 and by the
Corporations investment of excess cash in lower yielding securities.

Average earning assets increased
45.9% or approximately $143,196,000, of which $72,760,000 was attributable to West
Michigan Community Bank, comparing the first six months of 2004 to the same time period in
2003. Loans, the highest yielding component of earning assets, represented 71.3% of
earning assets in 2004 compared to 73.5% in 2003. Average interest bearing liabilities
increased 52.2% or $134,152,000, of which $62,766,000 was attributable to West Michigan
Community Bank, comparing the first six months of 2004 to the same time period in 2003.
Non-interest bearing deposits amounted to 16.1% of average earning assets in the first six
months of 2004 compared with 15.4% in the same time period of 2003.

Management continually monitors the
Corporations balance sheet to insulate net interest income from significant swings
caused by interest rate volatility. If market rates change in 2004, corresponding changes
in funding costs will be considered to avoid any potential negative impact on net interest
income. The Corporations policies in this regard are further discussed in the
section titled Interest Rate Sensitivity Management.

13

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Table 2

|                                            | SIX MONTHS ENDED JUNE 30,
|------------------------------------------- | -------------------------
|                                            |                          
|                                            |                          
|Securities:                                 |                          
|U.S. Treasury and Government Agencies       |                          
|State and Political (1)                     |                          
|Other                                       |                          
|                                            |                          
|Total Securities                            |                          
|Fed Funds Sold                              |                          
|Loans:                                      |                          
|Commercial                                  |                          
|Tax Free (1)                                |                          
|Real Estate-Mortgage                        |                          
|Consumer                                    |                          
|                                            |                          
|Total loans                                 |                          
|Allowance for Loan Losses                   |                          
|Net Loans                                   |                          
|                                            |                          
|Loans Held for Sale                         |                          
|                                            |                          
|TOTAL EARNING ASSETS                        |                          
|                                            |                          
|Cash Due from Banks                         |                          
|All Other Assets                            |                          
|                                            |                          
|TOTAL ASSETS                                |                          
|                                            |                          
|LIABILITIES & SHAREHOLDERS' EQUITY:         |                          
|Deposits:                                   |                          
|Interest bearing - DDA                      |                          
|Savings Deposits                            |                          
|Time CD's $100,000 and Over                 |                          
|Other Time CD's                             |                          
|                                            |                          
|Total Deposits                              |                          
|Other Borrowings                            |                          
|                                            |                          
|INTEREST BEARING LIABILITIES                |                          
|                                            |                          
|Non-Interest bearing - DDA                  |                          
|All Other Liabilities                       |                          
|Shareholders' Equity                        |                          
|                                            |                          
|TOTAL LIABILITIES & SHAREHOLDERS'    EQUITY |                          
|                                            |                          
|Net Interest Rate Spread                    |                          
|                                            |                          
|Net Interest Income/Margin                  |                          
|                                            |                          

(1)
           Presented on a fully taxable equivalent basis using a federal income tax
          rate of 34%.

14

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Table 3

|                                      | THREE MONTHS ENDED JUNE 30,
|------------------------------------- | ---------------------------
|                                      |                            
|                                      |                            
|Securities:                           |                            
|U.S. Treasury and Government Agencies |                            
|State and Political (1)               |                            
|Other                                 |                            
|                                      |                            
|Total Securities                      |                            
|Fed Funds Sold                        |                            
|Loans:                                |                            
|Commercial                            |                            
|Tax Free (1)                          |                            
|Real Estate-Mortgage                  |                            
|Consumer                              |                            
|                                      |                            
|Total loans                           |                            
|Allowance for Loan Losses             |                            
|Net Loans                             |                            
|                                      |                            
|Loans Held for Sale                   |                            
|                                      |                            
|TOTAL EARNING ASSETS                  |                            
|                                      |                            
|Cash Due from Banks                   |                            
|All Other Assets                      |                            
|                                      |                            
|TOTAL ASSETS                          |                            
|                                      |                            
|LIABILITIES & SHAREHOLDERS' EQUITY:   |                            
|Deposits:                             |                            
|Interest bearing - DDA                |                            
|Savings Deposits                      |                            
|Time CD's $100,000 and Over           |                            
|Other Time CD's                       |                            
|                                      |                            
|Total Deposits                        |                            
|Other Borrowings                      |                            
|                                      |                            
|INTEREST BEARING LIABILITIES          |                            
|                                      |                            
|Non-Interest bearing - DDA            |                            
|All Other Liabilities                 |                            
|Shareholders' Equity                  |                            
|                                      |                            
|TOTAL LIABILITIES & SHAREHOLDERS'     |                            
|EQUITY                                |                            
|                                      |                            
|Net Interest Rate Spread              |                            
|                                      |                            
|Net Interest Income /Margin           |                            
|                                      |                            

(2)
           Presented on a fully taxable equivalent basis using a federal income tax
          rate of 34%.

15

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ALLOWANCE AND PROVISION
FOR LOAN LOSSES

The Corporation maintains formal
policies and procedures to control and monitor credit risk. Management believes the
allowance for loan losses is adequate to provide for probable incurred losses in the loan
portfolio. The Corporations loan portfolio has no significant concentrations in any
one industry or any exposure in foreign loans. The Corporation has not extended credit to
finance highly leveraged transactions nor does it intend to do so in the future.
Employment levels and other economic conditions in the Corporations local markets
may have a significant impact on the level of loan losses. Management continues to
identify and devote attention to credits that are not performing as agreed. Of course,
deterioration of economic conditions could have an impact on the Corporations credit
quality, which could impact the need for greater provision for loan losses and the level
of the allowance for loan losses as a percentage of gross loans. Non-performing loans are
discussed further in the section titled Non-Performing Assets.

The allowance for loan losses (ALL)
reflects managements judgment as to the level considered appropriate to absorb
probable losses in the loan portfolio. Fenturas subsidiary banks methodology
in determining the adequacy of the ALL includes a review of individual loans, historical
loss experience, current economic conditions, portfolio trends, and other pertinent
factors. Although portions of the allowance have been allocated to various portfolio
segments, the ALL is general in nature and is available for the portfolio in its entirety.
At June 30, 2004, the ALL was $4,917,000, or 1.29% of total loans. This compares with
$3,414,000, or 1.35%, at December 31, 2003. The decrease of the ALL as a percentage of
total loans reflects a small increase in the allowance for loan losses and a large
increase in total loans. Management believes that the allowance to gross loans percentage
is appropriate given identified risk in the loan portfolio based on asset quality.

Table 4 also summarizes loan losses
and recoveries for the first six months of 2004 and 2003. During the first six months of
2004 the Corporation experienced net charge-offs of $292,000 or .08% of loans (annualized)
compared with net charge-offs of $1,083,000 or .46% in the first six months of 2003. The
provision for loan losses was $636,000 in the first six months of 2004 and $964,000 for
the same time period in 2003.

Table 4
          ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES

|(000's omitted)                         | Six Months Ended
    June 30,    
      2004 | Six Months Ended
    June 30,
      2003
|--------------------------------------- | -------------------------------------------- | ----------------------------------------
|                                        |                                              |                                         
|Balance at Beginning of Period          |                                              |                                         
|                                        |                                              |                                         
|Charge-Offs:                            |                                              |                                         
|Commercial, Financial and Agriculture   |                                              |                                         
|Real Estate-Mortgage                    |                                              |                                         
|Installment Loans to Individuals        |                                              |                                         
|                                        |                                              |                                         
|Total Charge-Offs                       |                                              |                                         
|Recoveries:                             |                                              |                                         
|Commercial, Financial and Agriculture   |                                              |                                         
|Real Estate-Mortgage                    |                                              |                                         
|Installment Loans to Individuals        |                                              |                                         
|                                        |                                              |                                         
|Total Recoveries                        |                                              |                                         
|                                        |                                              |                                         
|Net Charge-Offs                         |                                              |                                         
|Provision                               |                                              |                                         
|                                        |                                              |                                         
|Addition from WMCB acquisition          |                                              |                                         
|                                        |                                              |                                         
|Balance at End of Period                |                                              |                                         
|                                        |                                              |                                         
|Ratio of Net Charge-Offs to Gross Loans |                                              |                                         
|                                        |                                              |                                         
|                                        |                                              |                                         

16

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NON-INTEREST INCOME

Non-interest income decreased during
the six months ended June 30, 2004 as compared to the same period in 2003, primarily due
to the decrease in gain on sale of mortgages and gains taken on securities and fixed
assets in 2003. Overall non-interest income was $3,444,000 for the six months ended June
30, 2004 compared to $3,628,000 for the same period in 2003. These figures represent a
decrease of 5.1%. Non-interest income declined 10.8% in the second quarter of 2004
compared to the same period in 2003. The income statement provides a detailed breakdown of
the components of non-interest income.

The most significant category of
non-interest income is service charges on deposit accounts. These fees were $1,852,000 in
the first six months of 2004 compared to $1,742,000 for the same period of 2003. This
represents an increase of 6.3%. In the second quarter of 2004 services charges increased
4.2% over the same period in 2003. Increases are attributable to service charges from
growth in core deposits, the continued success of the overdraft privilege product and a
full quarter of service charges from West Michigan Community Bank of $76,000.

Gains on the sale of mortgage loans
originated by the Banks and sold in the secondary market were $242,000 in the six months
ended June 30, 2004 and $788,000 in the same period in 2003. In the second quarter of 2004
gain on the sale of mortgages decreased 66.6% over the same period in 2003. The decline
resulted from the decline in residential mortgage refinance activity and lower new loan
volumes due to the higher interest rates compared to the historically low market interest
rates during the first six months of 2003. The addition of West Michigan Community Bank
did not materially affect the decline in gain on sale of mortgage loans.

Trust income increased $217,000
(93.1%) in the first six months of 2004 compared to the same period in the prior year. In
the second quarter of 2004 trust fees increased $171,000 compared with the same period in
2003. The increase in fees is attributable to the increase in the average market value of
assets under management, the addition of several new trust accounts within the
Corporations Trust Department and a full quarter of trust income from West Michigan
Community Bank of $142,000.

Gain on sale of securities decreased
$31,000 in the first six months of 2004, due to the Banks not selling any securities in
the first six months of 2004. The Banks sold securities in the first six months of 2003,
which produced a gain of $31,000; this gain made up less than 1 percent of the 2003 first
six months noninterest income.

A loss on sale of fixed assets of
$2,000 was recorded in the first six months of 2004, due to the sale of equipment in one
of the Bank subsidiaries. The Corporation had a gain of $201,000 in the first six months
of 2003 due to the sale of a branch location in one of the Bank subsidiaries.

Other operating income increased
$269,000 (42.5%) to $902,000 in the first six months of 2004 compared to $633,000 in the
same time period in 2003. In the second quarter of 2004 other operating income increased
23.4% over the same period in 2003. Other operating income increased due to the gain of
$79,000 resulting from the surrender of insurance related to a terminated benefit plan, an
insurance claim for damage to other real estate property in one of the Bank subsidiaries,
increased cash surrender value of life insurance, an the increase in debit and ATM income
and West Michigan Community Bank other operating income of $52,000.

17

---



Non-Interest Expense

Total non-interest expense increased
28.8% to $8,588,000 in the six months ended June 30, 2004, compared with $6,668,000 in the
same period of 2003. In the second quarter of 2004 total non-interest expenses were
$4,791,000 compared to $3,352,000 in the same quarter of 2003. This increase was largely
attributable to an increase in salaries and benefits expense, occupancy expenses and other
operating expenses.

Salary and benefit costs,
Fenturas largest non-interest expense category, were $4,657,000 in the first six
months of 2004, compared with $3,598,000, or an increase of 29.4%, for the same time
period in 2003 In the second quarter of 2004 salary and benefit costs were $2,581,000
compared with $1,762,000, or an increase of 46.5% for the same quarter in 2003. Increased
costs were primarily a result of the addition of a full quarter of salaries for West
Michigan Community Bank totaling $688,000. A modest salary increase for employees and an
increase in employee benefit costs and modest staffing increases also affected salary and
benefit costs in both quarters.

Occupancy expenses at $769,000
increased in the six months ended June 30, 2004 compared to the same period in 2003 by
$208,000 or 37.1%. Occupancy expenses increased 58.4% in the second quarter of 2004
compared to 2003. The increases were attributable to increases in facility repairs, an
increase in rent due to the opening of the Grand Blanc executive office in November of
2003, maintenance contracts expense and a full quarter of occupancy expenses for West
Michigan Community Bank, which totaled $93,000.

During the six months ended June 30,
2004 furniture and equipment expenses were $987,000 compared to $723,000 for the same
period in 2003, an increase of 36.5%. In the second quarter of 2004 furniture and
equipment expenses increased 57.3% from the second quarter of 2003. The increases in
expenses were attributable to increases in equipment maintenance contracts, equipment
depreciation and a full quarter of furniture and equipment expenses for West Michigan
Community Bank, which totaled $151,000.

Loan and collection expenses, at
$184,000, were up $41,000 during the six months ended June 30, 2004 compared to the same
time period in 2003. In the second quarter loan and collection expense increased 25.0%
compared to the second quarter of 2003. The increase was primarily attributable to the
addition of West Michigan Community Bank for the full second quarter of 2004 which
increased loan and collection expense by a total of $38,000.

Advertising expenses were $258,000 in
the six months ended June 30, 2004, up 38.0% compared with $187,000 for the same period in
2003. Advertising expenses increased 53.1% in the second quarter of 2004 compared to the
same quarter in 2003. The increases were primarily due to the addition of West Michigan
Community Bank to the Fentura Financial family which increased the advertising expense by
$55,000.

Other operating expenses were
$1,733,000 in the six months ended June 30, 2004 compared to $1,456,000 in the same time
period in 2003, an increase of $277,000 or 19.0%. Other operating expenses were $955,000
in the second quarter of 2004 compared to $774,000 in the same period of 2003. The
increases were primarily attributable to the costs for the full quarter of West Michigan
Community Bank expenses, which totaled $222,000, the majority of which were for outside
services and consulting.

18

---



Financial Condition

Proper management of the volume and
composition of the Corporations earning assets and funding sources is essential for
ensuring strong and consistent earnings performance, maintaining adequate liquidity and
limiting exposure to risks caused by changing market conditions. The Corporations
securities portfolio is structured to provide a source of liquidity through maturities and
to generate an income stream with relatively low levels of principal risk. The Corporation
does not engage in securities trading. Loans comprise the largest component of earning
assets and are the Corporations highest yielding assets. Customer deposits are the
primary source of funding for earning assets while short-term debt and other sources of
funds could be further utilized if market conditions and liquidity needs change.

On March 15, 2004, the Corporation
acquired WMFC, as more fully described in Note 5. This transaction significantly increased
the Corporations consolidated assets and liabilities, as compared to year-end 2003.

The Corporations total assets
were $560 million at June 30, 2004 compared to December 31, 2003 total assets of $420
million. Loans comprised 68.3% of total assets at June 30, 2004 compared to 60.3% at
December 31, 2003. Loans grew $129.2 million for the Corporation with $97.3 million due to
the acquisition of West Michigan Financial Corporation. The loans for the other two
subsidiary banks grew $33.5 million with commercial loans and real estate- construction
loans leading the advance. The ratio of non-interest bearing deposits to total deposits
was 15.6% at June 30, 2004 compared to 16.8% at December 31, 2003. Interest bearing
deposit liabilities totaled $403 million at June 30, 2004 compared to $290 million at
December 31, 2003. Total deposits increased $112.7 million with non-interest bearing
demand deposits increasing $15.5 million and interest bearing deposits increasing $96.0
million due to the acquisition of West Michigan Financial Corporation. Short-term
borrowings increased $578,000 due to the acquisition of West Michigan Financial
Corporation. FHLB advance balances increased $11.0 million during the period due to the
acquisition of West Michigan Financial Corporation. Repurchase agreement balances remained
steady comparing the two periods. Repurchase agreements are instruments with deposit type
characteristics, which are secured by bank securities. The repurchase agreements were
leveraged against securities to increase net interest income.

Bank premises and equipment increased
$4.6 million to $14.2 million at June 30, 2004 compared to $9.6 million at December 31,
2003. The increase was due to the acquisition of West Michigan Financial Corporation. The
other bank subsidiaries fixed assets declined due to depreciation expense.

NON-PERFORMING ASSETS

Non-performing assets are assets that
have more than a normal risk of loss and include loans on which interest accruals have
ceased, loans that have been renegotiated, and real estate acquired through foreclosure.
Past due loans are loans which are delinquent 90 days or more, but have not been placed on
non-accrual status. Table 5 reflects the levels of these assets at June 30, 2004 and
December 31, 2003.

Non-performing assets increased at
June 30, 2004 compared to December 31, 2003. The level of non-performing loans increased
as compared to December 31, 2003 primarily due to the increase in non-accrual loans.
Non-accrual loans include one $1,004,000 real estate secured commercial loan. Renegotiated
loans were reduced significantly due to reclassification of a real estate secured loan to
REO-in-Redemption.

Other non-performing assets
decreased, primarily due to a significant decrease in Other Real Estate due to the sale of
several properties in the first six months of 2004. REO-in-Redemption increased $614,000
primarily due to the reclassification of a single-family residential loan from the
renegotiated category. The Corporation provided $636,000 to the loan loss allowance in the
first six months of 2004.

The level and composition of
non-performing assets are affected by economic conditions in the Corporations local
markets. Non-performing assets, charge-offs, and provisions for loan losses tend to
decline in a strong economy and increase in a weak economy, potentially impacting the
Corporations operating results. In addition to non-performing loans, management
carefully monitors other credits that are current in terms of principal and interest
payments but, in managements opinion, may deteriorate in quality if economic
conditions change.

19

---



Table 5 Non-Performing Assets and
Past Due Loans

|                                       | June 30,2004 | December 31,2003
|-------------------------------------- | ------------ | ----------------
|                                       |              |                 
|Non-Performing Loans:                  |              |                 
|Loans Past Due 90 Days or More & Still |              |                 
|Accruing                               |              |                 
|Non-Accrual Loans                      |              |                 
|Renegotiated Loans                     |              |                 
|                                       |              |                 
|Total Non-Performing Loans             |              |                 
|                                       |              |                 
|Other Non-Performing Assets:           |              |                 
|Other Real Estate                      |              |                 
|REO in Redemption                      |              |                 
|Other Non-Performing  Assets           |              |                 
|                                       |              |                 
|Total Other Non-Performing Assets      |              |                 
|                                       |              |                 
|Total Non-Performing Assets            |              |                 
|                                       |              |                 
|Non-Performing Loans as a % of         |              |                 
|Total Loans                            |              |                 
|Allowance for Loan Losses as a % of    |              |                 
|Non-Performing Loans                   |              |                 
|Accruing Loans Past Due 90 Days or     |              |                 
|More to Total Loans                    |              |                 
|Non-performing Assets as a % of        |              |                 
|Total Assets                           |              |                 
|                                       |              |                 

LIQUIDITY AND INTEREST
RATE RISK MANAGEMENT

Asset/Liability management is
designed to assure liquidity and reduce interest rate risks. The goal in managing interest
rate risk is to maintain a strong and relatively stable net interest margin. It is the
responsibility of the Asset/Liability Management Committee (ALCO) to set policy guidelines
and to establish short-term and long-term strategies with respect to interest rate
exposure and liquidity. The ALCO, which is comprised of key members of management, meets
regularly to review financial performance and soundness, including interest rate risk and
liquidity exposure in relation to present and prospective markets, business conditions,
and product lines. Accordingly, the committee adopts funding and balance sheet management
strategies that are intended to maintain earnings, liquidity, and growth rates consistent
with policy and prudent business standards.

Liquidity maintenance together with a
solid capital base and strong earnings performance are key objectives of the Corporation.
The Corporations liquidity is derived from a strong deposit base comprised of
individual and business deposits. Deposit accounts of customers in the mature market
represent a substantial portion of deposits of individuals. The Banks deposit base
plus other funding sources (federal funds purchased, other liabilities and
shareholders equity) provided primarily all funding needs in the first half of 2004.
While these sources of funds are expected to continue to be available to provide funds in
the future, the mix and availability of funds will depend upon future economic conditions.
The Corporation does not foresee any difficulty in meeting its funding requirements.

The following table discloses
information on the maturity of the Corporations contractual long-term obligations
(in thousands):

|Table 6               | Total | Less than1 year | 1 - 3 years | 3 - 5 years | More than5 years
|--------------------- | ----- | --------------- | ----------- | ----------- | ----------------
|Short-term borrowings |       |                 | $           | 4,027       |                 
|                      |       |                
|FHLB Advances         |       |                 |             | 12,091      |                 
|                      |       |                
|Repurchase agreements |       |                 |             | 12,500      |                 
|                      |       |                
|Subordinated debt     |       |                 |             | 12,000      |                 
|                      |       |                
|Operating leases      |       |                 |             | 699         |                 
|                      |       |                 |             |             |                 
|Total                 |       |                 | $           | 41,317      |                 

20

---



Primary liquidity is provided through
short-term investments or borrowings (including federal funds sold and purchased) while
the securities portfolio provides secondary liquidity. The securities portfolio has
decreased $11.9 million due to the higher loan demand in the bank subsidiaries. The
Corporation has decided to invest the excess funds in the security or loan portfolio to
increase yield and income versus keeping the excess funds in federal funds sold at a lower
yield. As of June 30, 2004 federal funds sold represented less than 1 percent of total
assets, which is about the same when compared to December 31, 2003. The Corporation
regularly monitors liquidity to ensure adequate cash flows to cover unanticipated
reductions in the availability of funding sources.

Interest rate risk is managed by
controlling and limiting the level of earnings volatility arising from rate movements. The
Corporation entered into a leverage strategy in the second quarter of 2003, which was
purchasing securities funded by repurchase agreements. This strategy helped leverage more
capital of the Corporation and limit volatility if interest rates dropped further. The
Corporation regularly performs reviews and analysis of those factors impacting interest
rate risk. Factors include maturity and re-pricing frequency of balance sheet components,
impact of rate changes on interest margin and prepayment speeds, market value impacts of
rate changes, and other issues. Both actual and projected performance are reviewed,
analyzed, and compared to policy and objectives to assure present and future financial
viability.

CAPITAL MANAGEMENT

Total shareholders equity
decreased 1.4% to $40,299,000 at June 30, 2004 compared with $40,882,000 at December 31,
2003. The Corporations equity to asset ratio was 7.2% at June 30, 2004 and 9.7% at
December 31, 2003. The decrease in the amount of capital resulted primarily from the
increase in the unrealized loss position of the security portfolio that is recognized in
the equity section of the balance sheet.

As indicated on the balance sheet at
December 31, 2003 the Corporation had an accumulated other comprehensive loss of $125,000
compared to an accumulated other comprehensive loss at June 30, 2004 of $1,585,000. The
decline to a further loss position is attributable to the fluctuation of the market price
of securities held in the available for sale portfolio.

The Corporation issued trust
preferred securities in the fourth quarter of 2003 to help fund the acquisition of West
Michigan Financial Corporation. The Corporation acquired West Michigan Financial
Corporation in Hudsonville, Michigan, on March 15, 2004, following approval by West
Michigan Financial Corporation shareholders and receipt of regulatory approvals.

West Michigan Financial Corporation
was a one-bank holding company for West Michigan Community Bank, which became the third
affiliate bank owned by Fentura Financial, Inc.

Regulatory Capital
Requirements

Bank holding companies and their bank
subsidiaries are required by banking industry regulators to maintain certain levels of
capital. These are expressed in the form of certain ratios. These ratios are based on the
degree of credit risk in the Corporations assets. All assets and off-balance sheet
items such as outstanding loan commitments are assigned risk factors to create an overall
risk-weighted asset total. Capital is separated into two levels, Tier I capital
(essentially total common shareholders equity plus qualifying cumulative preferred
securities (limited to 33% of common equity), less goodwill) and Tier II capital
(essentially the allowance for loan losses limited to 1.25% of gross risk-weighted
assets). Capital levels are then measured as a percentage of total risk weighted assets.
The regulatory minimum for Tier I capital to risk weighted assets is 4% and the minimum
for Total capital (Tier I plus Tier II) to risk weighted assets is 8%. The Tier I leverage
ratio measures Tier I capital to average assets and must be a minimum of 4%. As reflected
in Table 7, at June 30, 2004 and at December 31, 2003, the Corporation was well in excess
of the minimum capital and leverage requirements necessary to be considered a well
capitalized banking company.

The FDIC has adopted a risk-based
insurance premium system based in part on a banks capital adequacy. Under this
system a depository institution is classified as well capitalized, adequately capitalized,
or undercapitalized according to its regulatory capital levels. Subsequently, a financial
institutions premium levels are based on these classifications and its regulatory
supervisory rating (the higher the classification the lower the premium). It is the
Corporations goal to maintain capital levels sufficient to retain a designation of
well capitalized.

21

---



Table 7

|                          | Capital Ratios
|------------------------- | --------------
|
|
|Total Capital to risk     |               
|Weighted assets           |               
|Tier 1  Capital to risk   |               
|Weighted assets           |               
|Tier 1 Capital to average |               
|Assets                    |               

ITEM 3.  QUANTITATIVE
AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The information concerning
quantitative and qualitative disclosures about market risk contained on page 47 in the
Corporations Annual Report on Form 10-K for the year ended December 31, 2003,
is here incorporated by reference.

Fentura Financial, Inc. faces market
risk to the extent that both earnings and the fair value of its financial instruments are
affected by changes in interest rates. The Corporation manages this risk with static GAP
analysis and has begun simulation modeling. For the first six months of 2004, the results
of these measurement techniques were within the Corporations policy guidelines. The
Corporation does not believe that there has been a material change in the nature of the
Corporations primary market risk exposures, including the categories of market risk
to which the Corporation is exposed and the particular markets that present the primary
risk of loss to the Corporation, or in how those exposures have been managed in 2004
compared to 2003.

The Corporations market risk
exposure is mainly comprised of its vulnerability to interest rate risk. Prevailing
interest rates and interest rate relationships in the future will be primarily determined
by market factors, which are outside of the Corporations control. All information
provided in this section consists of forward-looking statements. Reference is made to the
section captioned Forward Looking Statements in this quarterly report for a
discussion of the limitations on the Corporations responsibility for such
statements.

INTEREST RATE SENSITIVITY
MANAGEMENT

Interest rate sensitivity management
seeks to maximize net interest income as a result of changing interest rates, within
prudent ranges of risk. The Corporation attempts to accomplish this objective by
structuring the balance sheet so that re-pricing opportunities exist for both assets and
liabilities in roughly equivalent amounts at approximately the same time intervals.
Imbalances in these re-pricing opportunities at any point in time constitute a banks
interest rate sensitivity. The Corporation currently does not utilize derivatives in
managing interest rate risk.

An indicator of the interest rate
sensitivity structure of a financial institutions balance sheet is the difference
between rate sensitive assets and rate sensitive liabilities, and is referred to as
GAP.

Table 8 sets forth the distribution
of re-pricing of the Corporations earning assets and interest bearing liabilities as
of June 30, 2004, the interest rate sensitivity GAP, as defined above, the cumulative
interest rate sensitivity GAP, the interest rate sensitivity GAP ratio (i.e. interest rate
sensitive assets divided by interest rate sensitive liabilities) and the cumulative
sensitivity GAP ratio. The table also sets forth the time periods in which earning assets
and liabilities will mature or may re-price in accordance with their contractual terms.

22

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Table 8
                                    GAP ANALYSIS JUNE 30, 2004

|(000's Omitted)                     | Within
Three Months | Three  
Months toOne Year | One to
 Five  Years | After
Five Years | Total
|----------------------------------- | ------------------- | ------------------------- | ------------------- | ---------------- | -----
|                                    |                     |                           |                     |                  |      
|Earning Assets:                     |                     |                           |                     |                  |      
|Federal Funds Sold                  |                     |                           | $                   | 5,300            |      
|Securities                          |                     |                           |                     | 24,307           |      
|Loans                               |                     |                           |                     | 226,246          |      
|Loans Held for Sale                 |                     |                           |                     | 1,044            |      
|FHLB Stock                          |                     |                           |                     | 2,204            |      
|                                    |                     |                           |                     |                  |      
|Total Earning Assets                |                     |                           | $                   | 259,101          |      
|                                    |                     |                           |                     |                  |      
|                                    |                     |                          
|Interest Bearing Liabilities:       |                     |                          
|Interest Bearing Demand Deposits    |                     |                           | $                   | 113,700          |      
|Savings Deposits                    |                     |                           |                     | 148,328          |      
|Time Deposits Less than $100,000    |                     |                           |                     | 21,234           |      
|Time Deposits Greater than $100,000 |                     |                           |                     | 13,130           |      
|Short term borrowings               |                     |                           |                     | 4,027            |      
|Other Borrowings                    |                     |                           |                     | 1,000            |      
|Repurchase agreements               |                     |                           |                     | 2,500            |      
|Subordinated debentures             |                     |                           |                     | 12,000           |      
|                                    |                     |                           |                     |                  |      
|Total Interest Bearing Liabilities  |                     |                           | $                   | 315,919          |      
|                                    |                     |                           |                     |                  |      
|Interest Rate Sensitivity GAP       |                     |                           |                     | ($ 56,818        | )    
|Cumulative Interest Rate            |                     |                          
|Sensitivity GAP                     |                     |                           |                     | ($ 56,818        | )    
|Interest Rate Sensitivity GAP Ratio |                     |                           |                     | (0.82            | )    
|Cumulative Interest Rate            |                     |                          
|Sensitivity GAP Ratio               |                     |                           |                     | (0.82            | )    

As indicated in Table 8, the
short-term (one year and less) cumulative interest rate sensitivity gap is negative.
Accordingly, if market interest rates increase, this negative gap position would have a
short-term negative impact on interest margin. Conversely, if market rates continue to
decline this should theoretically have a short-term positive impact. However, gap analysis
is limited and may not provide an accurate indication of the impact of general interest
rate movements on the net interest margin since the re-pricing of various categories of
assets and liabilities is subject to the Corporations needs, competitive pressures,
and the needs of the Corporations customers. In addition, various assets and
liabilities indicated as re-pricing within the same period may in fact re-price at
different times within such period and at different rate volumes. These limitations are
evident when considering the Corporations Gap position at June 30, 2004 and the
change in net interest margin for the six months ended June 30, 2004 compared to the same
time period in 2003. At June 30, 2003 the Corporation was negatively gapped through one
year and since that time interest rates have declined further, yet net interest margin
decreased when the first six months of 2004 is compared to the same period in 2003. This
occurred because certain deposit categories, specifically interest bearing demand and
savings deposits, repriced at the same time but not at the same level as the asset
portfolios resulting in a decrease in net interest margin. Additionally, simulation
modeling, which measures the impact of upward and downward movements of interest rates on
interest margin and the market value of equity, indicates that an upward movement of
interest rates would not significantly impact net interest income.

23

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FORWARD LOOKING
STATEMENTS

This report includes
forward-looking statements as that term is used in the securities laws. All
statements regarding our expected financial position, business and strategies are
forward-looking statements. In addition, the words anticipates,
believes, estimates, seeks, expects,
plans, intends, and similar expressions, as they relate to us or
our management, are intended to identify forward-looking statements. The presentation and
discussion of the provision and allowance for loan losses and statements concerning future
profitability or future growth or increases, are examples of inherently forward looking
statements in that they involve judgments and statements of belief as to the outcome of
future events. Our ability to predict results or the actual effect of future plans or
strategies is inherently uncertain. Factors which could have a material adverse affect on
our operations and our future prospects include, but are not limited to, changes in:
interest rates, general economic conditions, legislative/regulatory changes, monetary and
fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the
Federal Reserve Board, the quality or composition of the loan or investment portfolios,
demand for loan products, deposit flows, competition, demand for financial services in our
market area and accounting principles, policies and guidelines. These risks and
uncertainties should be considered in evaluating forward-looking statements and undue
reliance should not be placed on such statements. Further information concerning us and
our business, including additional factors that could materially affect our financial
results, is included in our other filings with the Securities and Exchange Commission.

ITEM 4: CONTROLS AND
PROCEDURES

| | (a) | Evaluation of Disclosure Controls and Procedures. The Corporations Chief
               Executive Officer and Chief Financial Officer, after evaluating the
               effectiveness of the Corporations disclosure controls and procedures (as
               defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the
               period covered by this Form 10-Q Quarterly Report, have concluded that the
               Corporations disclosure controls and procedures were adequate and
               effective to ensure that material information relating to the Corporation would
               be made known to them by others within the Corporation, particularly during the
               period in which this Form 10-Quarterly Report was being prepared.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Changes in Internal Controls. During the period covered by this report, there
               have been no changes in the Corporations internal control over financial
               reporting that have materially affected or are reasonably likely to materially
               affect the Corporations internal control over financial reporting.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

24

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# PART II  OTHER
INFORMATION

|Item 1. | Legal Proceedings.  None
|------- | -------------------------

|Item 2. | Changes in Securities, Use of Proceeds, and Issuer Purchases of Equity
Securities.
|------- | ----------------------------------------------------------------------------------

|Period         | Total Number
 of Shares  
 Purchased | Average 
Price Paid
 Per Share | Total Number of Shares
  Purchased as Part of 
Publicly Announced Plan | Maximum Number of Shares
That May Yet Be Purchased
      Under the Plan
|-------------- | ------------------------------------ | ------------------------------ | ---------------------------------------------------------------------- | -----------------------------------------------------------------------
|               |                                      |                                |                                                                        |                                                                        
|April 1, 2004  |                                      |                                |                                                                        | 0                                                                      
|April 30, 2004 |                                      |                                |                                                                        | 0                                                                      
|May 1, 2004    |                                      |                                |                                                                        | 0                                                                      
|May 31, 2004*  |                                      |                                |                                                                        | 200                                                                    
|June 1, 2004   |                                      |                                |                                                                        | 0                                                                      
|June 30, 2004  |                                      |                                |                                                                        | 0                                                                      

*  Shares were
repurchased under a Stock Repurchase Plan to repurchase up to 50,000 shares. The Plan was
publicly announced in February 2002.

|Item 3. | Defaults Upon Senior Securities. None
|------- | --------------------------------------

|Item 4. | Submission
of Matters to a Vote of Securities Holders.
|------- | ------------------------------------------------------

| | The
annual meeting of shareholders of the Registrant was held on April 27, 2004. The
shareholders voted on the following matter at the meeting:
| | -----------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | Election
of two directors for terms expiring at the 2007 annual meeting:
| | --- | ------------------------------------------------------------------------

| | Director Nominee | For | Withhold           | Abstain
| | ---------------- | --- | ------------------ | -------
| |                  |     | J. David Karr      |        
| |                  |     | Thomas P. McKenney |        
| |                  |     | Brian P. Petty     |        

|Item 5. | Other  Information.  - The Audit  Committee of the Board of Directors  approved
the categories of                   all non-audit  services performed by the Registrant's
 independent  accountants during the period                   covered by this report.
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Item 6. | Exhibits and Reports on Form 8-K.
|------- | ---------------------------------

| | (a) | Exhibits
| | --- | --------

| | 31.1 | Certificate
 of the President and Chief  Executive  Officer of Fentura  Financial,  Inc.
                           pursuant  to 15  U.S.C.  Section  7241,  as  adopted  pursuant
 to  Section  302  of the                            Sarbanes-Oxley Act of 2002.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 31.2 | Certificate
of the Chief Financial  Officer of Fentura  Financial,  Inc.  pursuant to 15
                           U.S.C.  Section 7241, as adopted  pursuant to Section 302 of
the  Sarbanes-Oxley  Act of                            2002.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 32.1 | Certificate
of the Chief Executive Officer of Fentura Financial, Inc. pursuant to 18
                           U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of                            2002.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 32.2 | Certificate
of the Chief Financial Officer of Fentura Financial, Inc. pursuant to 18
                           U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of                            2002.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

25

---



| | (b) | Reports
on 8-K
| | --- | --------------

| | Report
on Form 8-K dated April 1, 2004 submitting a press release announcing a quarterly
dividend.
| | --------------------------------------------------------------------------------------------------

| | Report
on Form 8-K/A filed May 7, 2004 amending a Form 8-K dated March 15, 2004 and filing
financial and pro forma financial information concerning an acquired business, West
Michigan Financial Corporation.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Report
on Form 8-K dated June 30, 2004 submitting a press release announcing a quarterly
dividend.
| | --------------------------------------------------------------------------------------------------

26

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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 thereunto duly authorized.

|Date   August 12, 2004        Date   August 12, 2004         |  | Fentura Financial, Inc.By: /s/ Donald L. Grill      
      Donald L. Grill      President & CEOBy: /s/ Douglas J. Kelley      
      Douglas J. Kelley      Chief Financial Officer
|---------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

27

---



EXHIBIT INDEX

|Exhibit | Description
|------- | -----------

|31.1 | Certificate
of the President and Chief Executive Officer of Fentura  Financial,  Inc. pursuant to
                  15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|31.2 | Certificate
 of the Chief  Financial  Officer of Fentura  Financial,  Inc.  pursuant to 15 U.S.C.
                  Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|32.1 | Certificate
 of the Chief  Executive  Officer of Fentura  Financial,  Inc.  pursuant to 18 U.S.C.
                  Section 1350 , as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|32.2 | Certificate
 of the Chief  Financial  Officer of Fentura  Financial,  Inc.  pursuant to 18 U.S.C.
                  Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

28

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Exhibit 31.1

I, Donald L. Grill, certify that:

|1. | I have reviewed this quarterly report on Form 10-Q of Fentura Financial, Inc.;
|-- | ------------------------------------------------------------------------------

|2. | Based on my knowledge, this report does not contain any untrue statement of a
          material fact or omit to state a material fact necessary to make the statements
          made, in light of the circumstances under which such statements were made, not
          misleading with respect to the period covered by this report;
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Based on my knowledge, the financial statements, and other financial information
          included in this quarterly report, fairly present in all material respects the
          financial condition, results of operations and cash flows of the registrant as
          of, and for, the periods presented in this report;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | The registrants other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as defined in
          Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | designed such disclosure controls and procedures, or caused such disclosure
               controls and procedures to be designed under our supervision, to ensure that
               material information relating to the registrant, including its consolidated
               subsidiaries, is made known to us by others within those entities, particularly
               during the period in which this report is being prepared;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | evaluated the effectiveness of the registrants disclosure controls and
               procedures and presented in this report our conclusions about the effectiveness
               of the disclosure controls and procedures, as of the end of the period covered
               by this report based on such evaluation; and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | disclosed in this report any change in the registrants internal control
               over financial reporting that occurred during the registrants most recent
               fiscal quarter (the registrants fourth fiscal quarter in the case of an
               annual report) that has materially affected, or is reasonably likely to
               materially affect, the registrants internal control over financial
               reporting; and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | The registrants other certifying officers and I have disclosed, based on
          our most recent evaluation of internal control over financial reporting, to the
          registrants auditors and the audit committee of the registrants
          board of directors (or persons performing the equivalent functions):
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | all significant deficiencies and material weaknesses in the design or operation
               of internal control over financial reporting which are reasonably likely to
               adversely affect the registrants ability to record, process, summarize and
               report financial information; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | any fraud, whether or not material, that involves management or other employees
               who have a significant role in the registrants internal control over
               financial reporting;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dated: August 12, 2004

| |  | /s/ Donald L. Grill
Donald L. GrillPresident and Chief Executive Officer
| |  | --------------------------------------------------------------------------------------

29

---



Exhibit 31.2

I, Douglas J. Kelley, certify that:

|1. | I have reviewed this quarterly report on Form 10-Q of Fentura Financial, Inc.;
|-- | ------------------------------------------------------------------------------

|2. | Based on my knowledge, this report does not contain any untrue statement of a
          material fact or omit to state a material fact necessary to make the statements
          made, in light of the circumstances under which such statements were made, not
          misleading with respect to the period covered by this report;
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Based on my knowledge, the financial statements, and other financial information
          included in this quarterly report, fairly present in all material respects the
          financial condition, results of operations and cash flows of the registrant as
          of, and for, the periods presented in this report;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | The registrants other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as defined in
          Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | designed such disclosure controls and procedures, or caused such disclosure
               controls and procedures to be designed under our supervision, to ensure that
               material information relating to the registrant, including its consolidated
               subsidiaries, is made known to us by others within those entities, particularly
               during the period in which this report is being prepared;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | evaluated the effectiveness of the registrants disclosure controls and
               procedures and presented in this report our conclusions about the effectiveness
               of the disclosure controls and procedures, as of the end of the period covered
               by this report based on such evaluation; and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | disclosed in this report any change in the registrants internal control
               over financial reporting that occurred during the registrants most recent
               fiscal quarter (the registrants fourth fiscal quarter in the case of an
               annual report) that has materially affected, or is reasonably likely to
               materially affect, the registrants internal control over financial
               reporting; and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | The registrants other certifying officers and I have disclosed, based on
          our most recent evaluation of internal control over financial reporting, to the
          registrants auditors and the audit committee of the registrants
          board of directors (or persons performing the equivalent functions):
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | all significant deficiencies and material weaknesses in the design or operation
               of internal control over financial reporting which are reasonably likely to
               adversely affect the registrants ability to record, process, summarize and
               report financial information; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | any fraud, whether or not material, that involves management or other employees
               who have a significant role in the registrants internal control over
               financial reporting;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dated: August 12, 2004

| |  | /s/ Douglas J. Kelley
Douglas J. KelleyChief Financial Officer
| |  | ----------------------------------------------------------------------------

30

---



Exhibit 32.1

I, Donald L. Grill,
 Chief  Executive  Officer of Fentura  Financial Inc.  certify,  pursuant to 18 U.S.C.
 Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

|(1) | the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004
          which this statement accompanies fully complies with the requirements of Section
          13(a) or 15(d) of the Securities Exchange Act of 1934, and
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | the information contained in the Quarterly Report on Form 10-Q for the quarterly
          period ended June 30, 2004 fairly presents, in all material respects, the
          financial condition and results of operations of Fentura Financial, Inc.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dated: August 12, 2004

| |  | /s/ Donald L. Grill
Donald L. GrillPresident and Chief Executive Officer
| |  | --------------------------------------------------------------------------------------

31

---



Exhibit 32.2

I, Douglas J. Kelley,
 Chief Financial Officer of Fentura Financial,  Inc. certify,  pursuant to 18 U.S.C.
 Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

|(1) | the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004
          which this statement accompanies fully complies with the requirements of Section
          13(a) or 15(d) of the Securities Exchange Act of 1934, and
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | the information contained in the Quarterly Report on Form 10-Q for the quarterly
          period ended June 30, 2004 fairly presents, in all material respects, the
          financial condition and results of operations of Fentura Financial, Inc.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dated: August 12, 2004

| |  | /s/ Douglas J. Kelley
Douglas J. KelleyChief Financial Officer
| |  | ----------------------------------------------------------------------------

32