<PAGE>   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB

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

              For the quarterly period ended September 30, 1996

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

     For the transition period from                 to                  
                                    ---------------    ---------------    

                         Commission file number 0-23550
                                                -------

                             FENTURA BANCORP, INC.
--------------------------------------------------------------------------------
       (Exact name of small business issuer as specified in its charter)


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

             One Fenton Sq, P.O. Box 725, Fenton,  Michigan  48430
             -----------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (810) 629-2263        
                          ---------------------------
                          (Issuer's telephone number)

                                    None                                       
 -------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
 report)

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of  the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
     X   Yes          No
    ---          ---

                    APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:   November 07, 1996

Class - Common Stock ($5 par value)                Shares Outstanding - 668,817

Transitional Small Business Disclosure Format (Check one):  Yes       ; No   X  
                                                                -----      -----

<PAGE>   2
                            Fentura Bancorp, Inc.
                            Index to Form 10-QSB
                                                                        Page
                                                                        -----
Part I - Financial Information

     Item 1 - Consolidated Financial Statements                          3

     Item 2 - Management's Discussion and Analysis of
              Financial Condition and Results of Operations              9

Part II - Other Information

     Item 1 - 6  Miscellaneous Information                              14


<PAGE>   3
                         PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

     Fentura Bancorp, Inc. and Subsidiaries
     Consolidated Balance Sheets (Unaudited)

<TABLE>
<CAPTION>
                                            SEPT 30,   DEC 31,   SEPT 30,
(000's omitted Except Per Share Data)           1996      1995      1995
--------------------------------------------------------------------------
<S>                                         <C>        <C>       <C>       
ASSETS                                                                     
  Cash and due from banks                   $  9,556    11,545     9,458   
  Federal funds sold                           1,950     6,300         0   
                                            --------   -------   -------   
    Total Cash & Cash Equivalents             11,506    17,845     9,458   
  Interest bearing deposits with banks            95       190       385   
  Investment securities-held to maturity,                                  
   at cost (market value of $6,800, and                                    
   $26,364 at September 30, 1996 and                                       
   1995, respectively)                         6,793     9,399    26,269   
  Investment securities-avail for sale,                                    
   at market                                  43,258    36,431    23,197   
                                            --------   -------   -------   
    Total investment securities               50,051    45,830    49,466   
  Loans:                                                                   
   Commercial                                 75,375    69,961    73,714   
   Tax exempt development loans                  949     1,130       821   
   Real estate loans - mortgage               14,707    15,820    14,746   
   Real estate loans - construction           22,600    21,666    17,479   
   Consumer loans                             62,323    58,959    59,441   
                                            --------   -------   -------   
  Total loans                                175,954   167,536   166,201   
  Less: Reserve for loan losses               (2,757)   (2,618)   (2,507)  
                                            --------   -------   -------   
  Net loans                                  173,197   164,918   163,694   
  Loans held for sale                            909       925        56   
  Bank premises and equipment                  4,955     3,887     4,005   
  Earned interest receivable                   1,791     1,677     1,651   
  Other assets                                 4,091     3,287     2,317   
                                            --------   -------   -------   
    Total assets                            $246,595   238,559   231,032   
                                            ========   =======   =======   
LIABILITIES                                                                 
                                                                            
  Deposits:                                                                 
   Non-interest bearing deposits            $ 27,996    27,411    29,953    
   Interest bearing deposits                 189,510   184,074   172,639    
                                            --------   -------   -------    
    Total deposits                           217,506   211,485   202,592    
  Federal Funds Purchased                          0         0     1,450    
  Other short term borrowings                  2,695     2,631     3,500    
  Accrued taxes, interest and                                               
   other liabilities                           3,166     2,563     2,316    
                                            --------   -------   -------    
    Total liabilities                        223,367   216,679   209,858    
                                            --------   -------   -------    
SHAREHOLDERS' EQUITY                                                        
  Common stock - $5 par value                                               
   668,817 shares issued (667,079 in Dec.,     3,344     3,335     2,901    
   1995 and 580,269 in September, 1995)                                         
  Surplus                                     15,968    15,910    13,132    
  Retained Earnings                            4,375     2,690     5,496    
  Unrealized loss on sec avail for sale         (459)      (55)     (355)   
                                            --------   -------   -------    
    Total shareholders' equity                23,228    21,880    21,174    
                                            --------   -------   -------    
     Total liabilities and                                                  
     shareholders' equity                   $246,595   238,559   231,032    
                                            ========   =======   =======    
</TABLE>

See notes to consolidated financial statements.



<PAGE>   4
Fentura Bancorp, Inc. and Subsidiaries
Consolidated Statements of Income (Unaudited)


<TABLE>
<CAPTION>
                               THREE MONTHS ENDED  NINE MONTHS ENDED
                                  SEPTEMBER 30,      SEPTEMBER 30,
------------------------------------------------------------------------  
(000'S omitted,
Except Per Share Data)             1996   1995     1996     1995
------------------------------------------------------------------------  
<S>                               <C>     <C>    <C>       <C>     
INTEREST INCOME                                                    
  Interest and fees on loans      $4,378  4,152  $12,890   11,614  
  Interest and dividends on                                        
   investment securities:                                          
    Taxable                          627    602    1,714    1,908  
    Tax-exempt                        91     94      345      332  
  Int on deposits with banks           2      8       10       25  
  Interest on federal funds sold     100     43      286       66  
                                  ------  -----  -------   ------  
    Total interest income          5,198  4,899   15,245   13,945  
INTEREST EXPENSE                                                   
  Deposits                         2,125  1,945    6,238    5,535  
  Short-term borrowings               45    101      137      298  
                                  ------  -----  -------   ------  
    Total interest expense         2,170  2,046    6,375    5,833  
NET INTEREST INCOME                3,028  2,853    8,870    8,112  
Provision for loan losses            117    105      447      345  
                                  ------  -----  -------   ------  
  Net interest income after                                        
   provision for loan losses       2,911  2,748    8,423    7,767  
NON-INTEREST INCOME                                                
  Service chrgs on dep accts         377    339    1,045      979  
  Fiduciary income                    98     68      251      200  
  Other operating income             366    350    1,283    1,175  
  Investment gains (losses)            0      0      (67)     (35) 
                                  ------  -----  -------   ------  
    Total non-interest income        841    757    2,512    2,319  
NON-INTEREST EXPENSE                                               
  Salaries and benefits            1,198  1,047    3,415    3,197  
  Occupancy of bank premises         174    144      482      435  
  Equipment expense                  330    252      962      802  
  Other operating expenses           932    754    2,676    2,530  
                                  ------  -----  -------   ------  
    Total non-interest expense     2,634  2,197    7,535    6,964  
NET INCOME BEFORE TAXES            1,118  1,308    3,400    3,122  
Applicable income taxes              319    413      987      955  
                                  ------  -----  -------   ------  
NET INCOME                        $  799    895  $ 2,413    2,167  
                                  ======  =====  =======   ======  
Per share: (668,817 shares)                                        
Net income ..................     $ 1.19   1.34  $  3.61     3.24  
Dividends ...................     $ 0.36   0.33  $  1.09     0.99  
</TABLE>

See notes to consolidated financial statements.
<PAGE>   5
Fentura Bancorp, Inc. and Subsidiaries
Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                     NINE MONTHS ENDED
                                                       SEPTEMBER 30,
--------------------------------------------------------------------------
(000's omitted,
Except Per Share Data)                                   1996       1995
--------------------------------------------------------------------------
<S>                                                  <C>        <C>           
OPERATING ACTIVITIES:                                                         
Net income                                           $  2,413   $  2,167      
Adjustments to reconcile net inc to cash                                      
  Provided by Operating Activities:                                           
   Depreciation and amortization                          666        531      
   Provision for loan losses                              447        345      
   Amortization (accretion) on securities                 106         70      
   Mortgages originated for sale                      (16,087)   (13,481)     
   Mortgages sold                                      16,103     14,129      
   Gain on investment securities                           67         35      
   Decrease (increase) in interest receivable            (114)       (61)     
   Decrease (increase) in other assets                   (594)     1,436      
   Increase (decrease) in accrued taxes,                                      
    interest, and other liabilities                       603        648      
                                                     --------   --------      
Total Adjustments                                       1,197      3,652      
                                                     --------   --------      
Net Cash Provided By (Used In) Operating Activities     3,610      5,819      
                                                     --------   --------      
Cash Flows From Investing Activities:                                         
  Net decrease in deposits with other banks                95          1      
  Proceeds from maturities of inv activities - HTM      3,835      8,179      
  Proceeds from maturities of inv activities - AFS     10,005     10,834      
  Purchases of investment securities - HTM             (1,295)    (4,049)     
  Purchases of investment securities - AFS            (17,552)    (9,066)     
  Net (increase) in customer loans                     (8,726)   (23,785)     
  Capital expenditures                                 (1,734)    (1,091)     
                                                     --------   --------      
Net Cash Used in Investing Activities                 (15,372)   (18,977)     
Cash Flows From Financing Activities:                                         
  Net increase (decrease) in DDA/SAV deposits            (990)    (2,585)     
  Net increase (decrease) in Time deposits              7,011     10,524      
  Net increase (decr) in short-term borrowing's            64      3,450      
  Proceeds from stock issuance                             67          0      
  Cash dividends                                         (729)      (662)     
                                                     --------   --------      
Net Cash Provided By (Used In) Financing Activities     5,423     10,727      
NET DECREASE IN CASH AND CASH EQUIVALENTS             ($6,339)   ($2,431)     
CASH AND CASH EQUIVALENTS - BEGINNING                $ 17,845   $ 11,889      
CASH AND CASH EQUIVALENTS - ENDING                   $ 11,506   $  9,458      
                                                     ========   ========      
CASH PAID FOR:                                                                
  INTEREST                                           $  6,224   $  5,801      
  INCOME TAXES                                       $  1,252   $    976      
</TABLE>

See notes to consolidated financial statements.











<PAGE>   6
Fentura Bancorp, Inc. and Subsidiaries
Consolidated Statements of Changes in Shareholders' Equity (Unaudited)

<TABLE>
<CAPTION>
                                   NINE MONTHS   NINE MONTHS
                                       ENDED        ENDED
                                     Sept. 30,     Sept. 30,
(000's omitted)                         1996         1995
---------------                       --------    --------
<S>                                   <C>        <C>        
COMMON STOCK                                                
  Balance, beginning of period         $ 3,335    $ 2,901   
   Issuance of shares under                             
    director stock purchase plan             9          0   
    and dividend reinvestment prog
   Stock dividend                            0          0   
                                      --------   --------   
  Balance, end of period                 3,344      2,901   
SURPLUS                                                     
  Balance, beginning of period          15,910     13,132   
   Issuance of shares under                            
    director stock purchase plan                           
    and dividend reinvestment prog          58          0   
   Stock dividend                            0          0   
                                      --------   --------   
  Balance, end of period                15,968     13,132   
RETAINED EARNINGS                                           
  Balance, beginning of period           2,690      3,991   
   Net income                            2,413      2,167   
   Cash dividends declared                (728)      (662)  
                                      --------   --------   
  Balance, end of period                 4,375      5,496   
UNREALIZED GAIN ON SECURITIES                               
  AVAILABLE FOR SALE                                        
  Balance, beginning of period             (55)    (1,007)  
   Change in unrealized gain (loss)                        
   on securities, net of tax $208         (404)       652   
                                      --------   --------   
  Balance, end of period                  (459)      (355)  
                                      --------   --------   
TOTAL SHAREHOLDERS' EQUITY             $23,228    $21,174   
                                      ========   ========   
</TABLE>

See notes to consolidated financial statements.
<PAGE>   7
Fentura Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 1.  Basis of presentation  
         The accompanying unaudited consolidated financial statements have been 
         prepared in accordance with generally  accepted accounting principles
         for interim financial information and the instructions for Form-10QSB 
         and Article 9 of Regulation S-X. Accordingly, they do not
         include all of the information and notes required by generally
         accepted accounting principles 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 nine months ended September
         30, 1996 are not necessarily indicative of the results that may be
         expected for the year ended December 31, 1996.

Note 2.  Reclassifications
         Certain prior year amounts have been reclassified to conform to the    
         current year financial statement presentation.


<PAGE>   8


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

The following discussion and analysis is intended to address significant
factors affecting the Corporation's consolidated financial statements during    
the nine months ended September 30, 1996 and 1995.  It provides a more detailed
and comprehensive review of the operating results and financial position than
could be obtained from a review of the balance sheet, income statement, and
supporting schedules alone.

                   NINE MONTHS, 1996 VERSUS NINE MONTHS, 1995

Net Interest Income

Net interest income, the principal source of earnings, is the amount of
interest income generated by earning assets (investment securities and loans)
less interest expense paid on interest bearing liabilities (largely deposits).
As indicated in the income statement on page 5 interest income for the nine
months ended September 30, 1996 was $15,245 thousand compared to $13,945
thousand for the same period in 1995.  This represents an increase of  9.3%.
The primary factors contributing to the interest income increase are
substantial growth in the Company's loan portfolio (the largest group of
earning assets).  Also indicated in the income statement, interest expense for
the nine months ended September 30, 1996 was $6,375 thousand compared to $5,833
thousand for the same period in  1995.  This represents an increase of 9.3%.
Increases in the Company's certificate of deposit balances, short term
borrowings and interest rates caused the increase in interest expense.
Balances increased due to greater market penetration in existing markets,
growth in new market areas, and a change in consumer behavior toward
certificates as market interest rates increased.

ALLOWANCE AND PROVISION FOR LOAN LOSSES

The allowance for loan losses (ALL) reflects management's judgment as to the
level considered appropriate to absorb potential losses inherent in the loan
portfolio.  Fentura's subsidiary, The State Bank's, methodology in determining
the adequacy of the  ALL includes a review of individual loans and off-balance
sheet arrangements, historical loss experience, current economic conditions,
portfolio trends, and other pertinent factors.  Although reserves have been
allocated to various portfolio segments, the ALL is general in nature and is
available for the portfolio in its entirety.  At September 30, 1996, the ALL
was $2,757 thousand, or 1.57% of total loans.  This compares with $2,507
thousand, or 1.51%, at September 30, 1995.

The provision for loan losses was $447 thousand for the first nine months of
1996 and $345 thousand for the same period in 1995.  The primary reason for
increasing the provision was to maintain an adequate allowance in light of
substantial loan growth from September 30, 1995 to September 30, 1996.

NON-INTEREST INCOME

Non-interest income was $2,512 thousand in the first three quarters of 1996 and
$2,319 thousand in the same period of 1995.  This figure represents an increase
of 8.3% in 1996.  Table 1 provides a more detailed breakdown of the components
of non-interest income than can be found in the income statement on page 5.

The most significant category of non-interest income is service charges on
deposit accounts.  These fees were $1,045 thousand in the first nine months of
1996 and $979 thousand in the same period of 1995.  This represents an increase
of 6.7%.  The increase occurred from the deposit 


<PAGE>   9
growth the company experienced in its existing and new markets from 
September 30, 1995 to September 30, 1996.

Gain on the sale of mortgage loans originated by the bank and sold in the
secondary market were $81 thousand in the first nine months of 1996 and $170
thousand in the same period in 1995.  This 52.4% decrease occurred because
management restructured interest rates and points on new mortgage loans in
order to increase competitiveness.

In the first three quarters of 1996, the Company experienced a loss on security
transactions of $67 thousand compared to $35 thousand for the same period in
1995.  The losses were associated with the sale of investment securities which
the Company sold in order to reinvest in issues with higher interest rates.

Other operating income, which includes income from the sale of checks, safe
deposit box rent, and  other miscellaneous income items, was $607 thousand in
the first nine months of 1996 compared to $557 thousand in the same period of
1995.  This increase of 9.0% is primarily attributable to an increase in
merchant service fees.  These fees increased due to growth in the number of
accounts and account activity.

Fiduciary income was $251 thousand for the nine months ended September 30, 1996
and $200 thousand for the same period in 1995.  This represents an increase of
25.5%.  Fiduciary income increased in 1996 due to growth in the amount of
assets under management.

In the first quarter of 1996 the Company implemented procedures to insure
compliance with Statement of Financial Accounting Standards (SFAS) No. 122.
Accordingly, the Company began recognizing income for the value of mortgage
servicing rights (MSR).  MSR income for the nine months ended September  30,
1996 was $158 thousand.


TABLE 1
<TABLE>
<CAPTION>
                                       Nine Months Ended
Analysis of Non-Interest Income          September 30,
-------------------------------------------------------------
(000's omitted)
                                         1996       1995
                                     --------   --------
<S>                                  <C>        <C>
Service Charges on Deposit Accounts    $1,045     $  979
Gain on Sale of Mortgages                  81        170
Gain on Security Transactions             (67)       (35)
Gain on Sale of Real Estate Owned         145        156
Mortgage Servicing Fees                   292        292
Fiduciary Income                          251        200
Mortgage Servicing Rights                 158          0
Other Operating Income                    607        557
                                     --------   --------
Total Non-Interest Income              $2,512     $2,319
                                     ========   ========
</TABLE>

Non-Interest Expense

Total non-interest expense was $7,535 thousand in the first three quarters of
1996 compared with $6,964 thousand in the same period of 1995.  This is an
increase of 8.2%.

Salary and benefit costs, Fentura's largest non-interest expense category, were
$3,415 thousand in the first nine months of 1996, compared with $3,197 thousand
for the first nine months of 1995.  1996 salary costs represent an increase of
6.8% over 1995.  Increased costs are a result of additional employees to more
effectively develop and sell product lines to the Company's customers and to
staff a new location and an increase in incentives and commissions earned by
Company employees.

<PAGE>   10
Occupancy expenses associated with the Company's facilities were $482 thousand
in the first three quarters of 1996 compared to $434 thousand in the same
period of 1995.  This represents an increase of 11.1%.  The primary reason for
the substantial increase is that additional dollars were spent remodeling and
equipping facilities and costs associated with opening a new branch in June of
1996.

Equipment expenses increased substantially.  During the first nine months of
1996 equipment expenses were $962 thousand compared to $802 thousand for the
same period in 1995, an increase of 20.0%.  Equipment (mostly computer hardware
and software) for the new branch and increased  costs for maintenance contracts
are  the primary reasons for the increase in equipment costs.

Loan and collection expense decreased 16.5% in the first nine months of 1996
compared to the same period in 1995.  A decline in legal expenses associated
with collections and dealer reserve fees paid for indirect lending activities
account for most of the decrease.

FDIC assessment expense was $1 thousand in the first nine months of 1996
compared to $222 thousand in the same period of 1995.  The dramatic decrease is
attributable to the FDIC's revision of required assessments.

Office supplies expense were $194 thousand in the first three quarters of 1996
compared to $171 thousand in the same period of 1995.  This represents an
increase of 13.5%.  Several large purchases of stationery items and brochures
account for the increase.

Advertising expenses for the first nine months on 1996 were $272 thousand
compared to $211 thousand in the same period of 1995.  This represents an
increase of 28.9%.  Increased media advertising, promotions and sponsorship to
market the Company account for the increase.

Other operating expenses were $1,926 thousand in the first three quarters of
1996 compared to $1,588 thousand in the first three quarters of 1995.  The
largest increase within other operating expenses was a loss of $125 thousand.
This loss was a litigation settlement.

TABLE 2

<TABLE>
<CAPTION>
                                    Nine Months Ended
Analysis of Non-Interest Expense      September 30,
-----------------------------------------------------
(000's omitted)
                                   1996       1995
                                 --------   --------
<S>                              <C>        <C>
Salaries and  Benefits           $3,415     $3,197
Equipment                           962        802
Net Occupancy                       482        434
FDIC Assessment                       1        222
Office Supplies                     194        171
Loan & Collection Expense           283        339
Advertising                         272        211
Other Operating Expense           1,926      1,588
                              ---------  ---------
  Total Non-Interest Expense     $7,535     $6,964
                              =========  =========
</TABLE>

LIQUIDITY AND INTEREST RATE RISK MANAGEMENT

Asset/Liability management procedures are 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.  ALCO, which is comprised of key members
of management, meets 


<PAGE>   11
regularly to review Fentura's financial performance and soundness, including
interest rate risk and liquidity exposure in relation to present and
perspective markets, business conditions, and product lines. Accordingly, the
committee adopts funding and balance sheet management strategies that are
intended to assure earnings, liquidity, and growth rates consistent with policy
and prudent business standards.

Along with its solid capital base and strong earnings performance, liquidity
maintenance remains a key objective.  Fentura'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.  Fentura's deposit base plus other funding sources
(federal funds purchased, other liabilities and shareholders' equity) provided
primarily all funding needs in the first nine months of 1996 and 1995.

As indicated in the consolidated balance sheets on page 4, the Company had
short term borrowings of $2,695 thousand at September 30, 1996 and $4,950
thousand at September 30, 1995.  The $2,255 thousand decrease was due to a
decline in amounts borrowed from the Federal Home Loan Bank and federal funds   
purchased.  The borrowing was performed because throughout 1994 the Company
experienced substantial loan growth.  This growth was achieved by an increased
Management emphasis on lending activities and strong consumer demand within the
Company's local markets.  However, deposit growth during this period did not 
increase commensurately.  Accordingly, the Company experienced a shift from
excess funds in 1994 to borrowing funds at the end of the third quarter of
1995 in order to fund the loan growth.  During 1996 the Company experienced
deposit growth adequate to repay both the FHLB borrowing and the federal funds
purchased.

Interest rate risk is managed by controlling and limiting the level of earnings
volatility arising from rate movements.  Fentura continually 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.

As indicated in the statement of cash flows, cash flows from financing
activities have increased.   In the first nine months of 1996 borrowings
increased $64 thousand and Time deposits increased $7,011 thousand.   In 1995,
cash flows from financing activities were principally growth in Time deposits
and increases in short term borrowings which increased $10,524 and $3,450
thousand respectively in the first nine months.  Cash flows from investing
activities were ($15,372) thousand during the first nine months of 1996 and
($18,977) thousand in the same period of 1995.  The primary reason for the
decrease in investing activities was a decline in the growth rate within the
Company's loan portfolio.


CAPITAL MANAGEMENT

Total shareholders' equity rose 9.7% to $23,228 thousand at September 30, 1996
compared with $21,174 thousand  at September 30, 1995.  The Company's equity to
asset ratio was 9.4% at September 30, 1996 and 9.2% at September 30, 1995.  The
increase in the amount of capital was obtained through retained earnings.  In
the first three quarters of 1996, the Company increased its cash dividends by
10.1% to $1.09 per share compared with $.99 in the first three quarters of
1995.

As indicated on the balance sheet on page 4, at September 30, 1996 the Company
had an unrealized loss (net of the tax impact) on securities available for sale
(AFS) of $459 thousand compared to an unrealized loss at September 30, 1995 of
$355 thousand.  This increase in unrealized loss is attributable to market
interest rates and the interest rate structures on those securities held in the
Company's AFS portfolio.

<PAGE>   12
                 THIRD QUARTER, 1996 VERSUS THIRD QUARTER, 1995

Net Interest Income

Net interest income, the principal source of earnings, is the amount of
interest income generated by earning assets (investment securities and loans)
less interest expense paid on interest bearing liabilities (largely deposits).
As indicated in the income statement on page 5 interest income for the three
months ended September 30, 1996 was $5,198 thousand compared to $4,899 thousand
for the same period in 1995.  This represents an increase of 6.1%.  The primary
factors contributing to the interest income increase are substantial growth in
the Company's loan portfolio (the largest group of earning assets).  Also
indicated in the income statement, interest expense for the three  months ended
September 30, 1996 was $2,170 thousand compared to $2,046 thousand for the same
period in  1995.  This represents an increase of 6.1%.  Increases in the
Company's certificate of deposit balances and interest rates caused the
increase in interest expense.  Balances increased due to greater market
penetration in existing markets, growth in new market areas, and a change in
consumer behavior toward certificates as market interest rates increased.

PROVISION FOR LOAN LOSSES

The provision for loan losses was $117 thousand for the three months ended
September 30, 1996 and $105 thousand for the same period in 1995.

NON-INTEREST INCOME

Non-interest income was $841 thousand in the third quarter of 1996 and $757
thousand in the same period of 1995.  This figure represents an increase of
11.1% in 1996.  Table 3 provides a more detailed breakdown of the components of
non-interest income than can be found in the income statement on page 5.

The most significant category of non-interest income is service charges on
deposit accounts.  These fees were $377 thousand in the third quarter of 1996
and $339 thousand in the same period of 1995.  This represents an increase of
11.2%.  The increase occurred from the deposit growth the company experienced
in its existing and new markets throughout the last year.

Fiduciary income was $98 thousand in the third quarter of 1996 compared to $68
thousand in the third quarter of 1995.  This represents an increase of 44.1%.
This dramatic increase is due to strong growth in assets under management
throughout the year and within the third quarter of 1996.

Gain on the sale of mortgage loans originated by the bank and sold in the
secondary market were $10 thousand in the three months ended September 30, 1996
and $63 thousand in the same period in 1995.  This 84.1% decrease occurred
because management restructured interest rates and points on new mortgage loans
in order to increase competitiveness.

In the first quarter of 1996 the Company implemented procedures to insure
compliance with Statement of Financial Accounting Standards (SFAS) No. 122.
Accordingly, the Company began recognizing income for the value of mortgage
servicing rights (MSR).  In the third quarter of 1996 MSR income was $40
thousand.

Other operating income, which includes income from the sale of checks, safe
deposit box rent,  and other miscellaneous income items, was $216 thousand in
the third quarter of 1996 compared to $172 thousand in the same period of 1995.
This increase of 25.6% is primarily attributable to an increase in merchant
service fees.  These fees increased due to growth in the number of accounts and
account activity.



<PAGE>   13

TABLE 3

<TABLE>
<CAPTION>
                                       Three Months Ended
Analysis of Non-Interest Income           September 30,
----------------------------------------------------------
(000's omitted)
                                         1996       1995
                                       --------   --------
<S>                                     <C>        <C>
Service Charges on Deposit Accounts      $ 377      $ 339
Gain on Sale of Mortgages                   10         63
Gain on Security Transactions                0          0
Gain on Sale of Real Estate Owned            5         17
Mortgage Servicing Fees                     95         98
Fiduciary Income                            98         68
Mortgage Servicing Rights                   40          0
Other Operating Income                     216        172
                                     ---------  ---------
  Total Non-Interest Income              $ 841      $ 757
                                     =========  =========
</TABLE>

Non-Interest Expense

Total non-interest expense was $2,634 thousand in the third quarter of 1996
compared with $2,197 thousand in the same period of 1995.  This is an increase
of 19.9%.

Salary and benefit costs, Fentura's largest non-interest expense category, were
$1,198 thousand  in the quarter ended September 30, 1996, compared with $1,047
thousand for the same period in 1995.  1996 salary costs represent an increase
of 14.4% over 1995.  Increased costs are a result of additional staff to more
effectively develop and sell product lines to the Company's customers and  an
increase in incentives and commissions earned by Company employees.

Occupancy expenses associated with the Company's facilities were $174 thousand
in the third  quarter of 1996 compared to $144 thousand in the same period of
1995.  This represents an increase of 20.8%.  Expenses associated with
upgrading existing facilities account for the increase.

During the third quarter of 1996 equipment expenses were $330 thousand compared
to $252 thousand for the same period in 1995, an increase of 31.0%.  Equipment
(hardware and software) for the new branch and increased  costs for maintenance
contracts account for the increase.

Other operating expenses were $677 thousand in the third quarter of 1996
compared to $524 thousand in the third quarter of 1995.  The largest increase
within other operating expenses were fees paid to outside consultants to search
for a new President & CEO.

Advertising expenses for the three months ended September 30, 1996 were $91
thousand compared to $58 thousand in the same period on 1995.  This represents
an increase of 56.9%.  Increased media advertising, promotions and sponsorship
to market the Company account for the increase.

TABLE 4

<TABLE>
<CAPTION>
                                 Three Months Ended
Analysis of Non-Interest Expense    September 30,
---------------------------------------------------
(000's omitted)
                                  1996       1995
                                --------   --------
<S>                              <C>        <C>
Salaries and  Benefits           $1,198     $1,047
Equipment                           330        252
Net Occupancy                       174        144
FDIC Assessment                       0          9
Office Supplies                      67         64
Loan & Collection Expense            97         99
Advertising                          91         58
Other Operating Expense             677        524
                              ---------  ---------
Total Non-Interest Expense       $2,634     $2,197
                              =========  =========
</TABLE>


<PAGE>   14
                          PART II - OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

a.  Exhibits
    The exhibits listed on the "Exhibit Index" on page 15 of this report are
    incorporated herein by reference.

b.  Report on Form 8-k
    No reports on Form 8-k were filed for the quarter ended September 30, 1996.

c.  Exhibit 27
    Financial Data Schedule
<PAGE>   15
                                 SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                     FENTURA BANCORP, INC.
                                     


Date  November 12, 1996              By  /s/ Richard A. Bagnall
     ----------------------              -----------------------------------
                                         Richard A. Bagnall
                                         Executive Vice President


Date  November 12, 1996              By  /s/ Ronald L. Justice
     ----------------------              -----------------------------------
                                         Ronald L. Justice
                                         Vice President & Chief Financial 
                                           Officer

<PAGE>   16

                             FENTURA BANCORP, INC.
                      1996 Quarterly Report on Form 10-QSB
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit
  No.                                Exhibit                                    Locaction
<S>      <C>                                                                   <C>
10.1     Equipment Sale Agreement between The State Bank and ITI, Inc.
         dated December 23, 1994                                                   ***

10.2     Master Equipment Lease Agreement between The State Bank and
         MFP Technology Services Inc. dated December 23, 1994                      ***

10.3     Software License Agreement between The State Bank and ITI, Inc.
         dated October 29, 1994                                                    ***

10.4     Lease of Site for Automated Teller Machines between The State
         Bank and Bryce Felch dated November 6, 1986                                *

10.5     Lease of Site for Automated Teller Machines between The State
         Bank and VG's Food Center, Inc. dated January 1, 1992                      *

10.6     Lease of Holly Branch Bank Site between The State Bank and Inter
         Lakes Associates dated March 26, 1991                                      *

10.7     Lease of Davison Branch Bank Site between The State Bank and VG's
         Food Center, Inc. dated April 27, 1993                                     *

10.8     Severance Compensation Agreement between the registrant and
         Robert L. Cole dated January 17, 1991                                      *

10.9     Severance Compensation Agreement between the registrant and                *
         Richard A. Bagnall dated January 17, 1991

10.10    Lease of Clarkston Branch Site between The State Bank and Waldon          
         Properties, Inc. dated January 24, 1994                                   **

10.11    Lease of Site for Automated Teller Machines between The State
         Bank and Russell and Joy Manser dated December 1, 1994                    **

10.12    License and Service Agreement between The State Bank and
         Unisys Corporation dated October 29, 1994                                ***

10.13    Lease of Fenton Owen Road Branch Site between The State Bank and
         VG'S Food Centers dated March 26, 1996                                  ****

27       Financial Data Schedule                                                *****
</TABLE>

*      Incorporated by reference to form 10-SB registration number 0-23550
**     Incorporated by reference to form 10-K filed March 29, 1995
***    Incorporated by reference to form 10-QSB filed May 12, 1995
****   Incorporated by reference to form 10-QSB filed May 2, 1996
*****  Filed Herewith