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

                                    FORM 10-Q

[x]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
                  For the quarterly period ended March 31, 2001
[ ]  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

   Indicate  the  number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date: May 10, 2001

 Class - Common Stock                         Shares Outstanding - 1,727,905

                                       1
<PAGE>
                              Fentura Bancorp, Inc.
                               Index to Form 10-Q


                                                                            Page

Part I - Financial Information

    Item 1 - Consolidated Financial Statements (Unaudited)                     3

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

    Item 3 - Quantitative and Qualitative Disclosures about Market Risk       19


Part II - Other Information

    Item 6 - Exhibits and Reports on Form 8-K                                 21



                                       2
<PAGE>
                         PART I - FINANCIAL INFORMATION


Item 1. Consolidated Financial Statements

<TABLE>
  Fentura Bancorp, Inc.
  Consolidated Balance Sheets
-------------------------------------------------------------------------------------------------
                                                                      MARCH 31,         DEC 31,
(000's omitted Except Per Share Data)                                    2001            2000
                                                                     (unaudited)
-------------------------------------------------------------------------------------------------
<S>                                                                    <C>                 <C>
ASSETS
  Cash and due from banks                                           $     15,733          13,459
  Federal funds sold                                                      23,100           7,250
                                                                     ----------------------------
    Total cash & cash equivalents                                         38,833          20,709
  Securities-available for sale
  Securities-held to maturity, (market value of $13,503                   49,368          53,421
    at March 31, 2001 and $13,419 at December 31, 2000)                   13,262          13,283
                                                                     ----------------------------
      Total securities                                                    62,630          66,704
  Loans:
    Commercial                                                           104,176         101,090
    Tax exempt development loans                                             783             835
    Real estate loans - mortgage                                          11,099          10,514
    Real estate loans - construction                                      19,729          17,471
    Consumer loans                                                        63,219          65,198
                                                                     ----------------------------
  Total loans                                                            199,006         195,108
  Less: Allowance for loan losses                                         (2,950)         (2,932)
                                                                     ----------------------------
  Net loans                                                              196,056         192,176
  Loans held for sale                                                        190             187
  Bank premises and equipment                                              6,979           6,547
  Accrued interest receivable                                              1,939           1,924
  Other assets                                                             4,743           4,643
                                                                     ----------------------------
    Total assets                                                 $       311,370         292,890
                                                                     ============================

LIABILITIES
  Deposits:
    Non-interest bearing deposits                                $        38,658          34,762
    Interest bearing deposits                                            232,310         213,894
                                                                    -----------------------------
      Total deposits                                                     270,968         248,656
  Federal funds purchased                                                      0           4,680
  Other borrowings                                                         1,366           1,151
  Accrued taxes, interest and other liabilities                            2,200           2,649
                                                                     ----------------------------
      Total liabilities                                                  274,534         257,136
                                                                     ----------------------------
STOCKHOLDERS' EQUITY
  Common stock - $2.5 par value
   1,727,905 shares issued (1,722,308 in Dec. 2000)                        4,320           4,305
  Surplus                                                                 26,147          26,016
  Retained earnings                                                        6,087           5,648
  Accumulated other comprehensive income (loss)                              282            (215)
                                                                     ----------------------------
    Total stockholder's equity                                            36,836          35,754
                                                                     ----------------------------
      Total Liabilities and Shareholders' Equity                 $       311,370         292,890
                                                                     ============================
</TABLE>
See notes to consolidated financial statements.

                                       3
<PAGE>
Fentura Bancorp, Inc.
Consolidated Statements of Income (Unaudited)
<TABLE>
                                                                        Three Months Ended
(000's omitted Except Per Share Data)                                      March 31,
                                                                    2001              2000
-------------------------------------------------------------------------------------------
<S>                                                              <C>             <C>
INTEREST INCOME
  Interest and fees on loans                               $       4,584      $      4,453
  Interest and dividends on Investment securities:
    Taxable                                                          767               840
    Tax-exempt                                                       170               171
  Interest on federal funds sold                                     265                75
                                                             ------------------------------
       Total interest income                                       5,786             5,539

  INTEREST EXPENSE
    Deposits                                                       2,572             2,219
    Short-term borrowings                                             47                77
                                                             ------------------------------
       Total interest expense                                      2,619             2,296

  NET INTEREST INCOME                                              3,167             3,243
  Provision for loan losses                                          138               169
                                                             ------------------------------
    Net interest income after
     Provision for loan losses                                     3,029             3,074

  NON-INTEREST INCOME
    Service charges on deposit accounts                              479               467
    Fiduciary income                                                 165               162
    Other operating income                                           384               322
                                                             ------------------------------
      Total non-interest income                                    1,028               951

  NON-INTEREST EXPENSE
    Salaries and benefits                                          1,579             1,455
    Occupancy of bank premises                                       215               202
    Equipment expense                                                327               373
    Other operating expenses                                         778               852
                                                             ------------------------------
      Total non-interest expense                                   2,899             2,882

  INCOME BEFORE TAXES                                              1,158             1,143
  Federal income taxes                                               339               270
                                                             ------------------------------
  NET INCOME                                               $         819      $        873
                                                             ==============================
  Per share:
  Net income - basic                                       $        0.48      $       0.51
  Net income - diluted                                     $        0.47      $       0.51
  Dividends                                                $        0.22      $       0.21
  Average number of common
    Shares outstanding                                         1,723,798         1,707,661
</TABLE>
See notes to consolidated financial statements.

                                       4
<PAGE>
Fentura Bancorp, Inc.
Consolidated Statements of Changes in Shareholders' Equity (Unaudited)
<TABLE>
                                                             Three Months                Three Months
                                                                Ended                       Ended
-------------------------------------------------------------------------------------------------------
                                                               March 31,                  March 31,
(000's omitted)                                                  2001                        2000
-------------------------------------------------------------------------------------------------------
<S>                                                      <C>                        <C>
COMMON STOCK
  Balance, beginning of period                          $             4,305         $            3,555
    Issuance of shares under
      Director stock purchase plan,
      Stock purchase plan, and
      Dividend reinvestment program                                      15                         10
                                                            ----------------            ---------------
  Balance, end of period                                              4,320                      3,565

SURPLUS
  Balance, beginning of period                                       26,016                     18,317
    Issuance of shares under
      Director stock purchase plan,
      Stock purchase plan, and
      Dividend reinvestment program                                     131                        157
                                                            ----------------            ---------------
  Balance, end of period                                             26,147                     18,474

RETAINED EARNINGS
  Balance, beginning of period                                        5,648                     11,078
    Net income                                                          819                        873
    Cash dividends declared                                            (380)                      (357)
                                                            ----------------            ---------------
  Balance, end of period                                              6,087                     11,594

ACCUMULATED OTHER COMPREHENSIVE
  INCOME (LOSS)
  Balance, beginning of period                                         (215)                    (1,085)
    Change in unrealized gain (loss)
    on securities, net of tax                                           497                       (302)
                                                            ----------------            ---------------
  Balance, end of period                                                282                     (1,387)
                                                            ----------------            ---------------
TOTAL SHAREHOLDERS' EQUITY                              $            36,836         $           32,246
                                                            ================            ===============
</TABLE>
See notes to consolidated financial statements.

                                       5
<PAGE>
Fentura Bancorp, Inc.
Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
                                                              Three Months Ended
                                                                    March 31,
----------------------------------------------------------------------------------------
(000's omitted,
 Except Per Share Data)                                              2001        2000
----------------------------------------------------------------------------------------
<S>                                                               <C>          <C>
OPERATING ACTIVITIES:

  Net income                                                           $819        $873
 Adjustments to reconcile net income to cash
    Provided by Operating Activities:
      Depreciation and amortization                                     209         246
      Provision for loan losses                                         138         150
      Amortization (accretion) on securities                             18         (12)
      Loans originated for sale                                       (1951)       (641)
      Loans sold                                                      1,948         626
      Gain on investment securities                                       0           0
      Decrease (increase) in interest receivable                         15        (211)
      Decrease (increase) in other assets                              (286)      1,047
      Increase (decrease) in accrued taxes,
        Interest, and other liabilities                                (449)         87
                                                                ------------------------
Total Adjustments                                                      (358)      1,292
                                                                ------------------------
Net Cash Provided By (Used In) Operating Activities                     461       2,165
                                                                ------------------------

Cash Flows From Investing Activities:

  Net decrease in deposits with other banks                               0           0
  Proceeds from maturities of investment activities - HTM                 0          20
  Proceeds from maturities of investment activities - AFS             8,289         786
  Purchases of investment securities - HTM                                0           0
  Purchases of investment securities - AFS                           (3,579)          0
  Net increase in customer loans                                     (4,018)     (6,924)
  Capital expenditures                                                 (641)     (1,163)
                                                                ------------------------
Net Cash Used in Investing Activities                                    51      (7,281)

Cash Flows From Financing Activities:

  Net increase (decrease) in DDA/SAV deposits                         6,010         791
  Net increase (decrease) in Time deposits                           16,302       6,142
  Net increase in borrowings                                         (4,465)     13,220
  Proceeds from stock issuance                                          145         167
  Cash dividends                                                       (380)       (357)
                                                                ------------------------
Net Cash Provided By (Used In) Financing Activities                  17,612      19,963

NET INCREASE IN CASH AND CASH EQUIVALENTS                           $18,124     $14,847

CASH AND CASH EQUIVALENTS - BEGINNING                               $20,709     $13,614
CASH AND CASH EQUIVALENTS - ENDING                                  $38,833     $28,461
                                                                ========================

CASH PAID FOR:
  INTEREST                                                           $2,501      $2,186
  INCOME TAXES                                                         $400          $0
</TABLE>
See notes to consolidated financial statements.

                                       6
<PAGE>
Fentura Bancorp, Inc.
Consolidated Statements of Comprehensive Income (Unaudited)
<TABLE>
                                                                     Three Months Ended
(000's Omitted)                                                           March 31,
                                                                       2001          2000
                                                              ----------------------------
<S>                                                             <C>             <C>
Net Income                                                             $819          $873
Other comprehensive income, net of tax:
  Unrealized holding gains (losses) arising
    during period                                                      $497         ($302)
  Less: reclassification adjustment for
    gains included in net income                                         $0            $0
                                                              ----------------------------
Other comprehensive income                                             $497         ($302)
                                                              ----------------------------
Comprehensive income                                                 $1,316          $571
                                                              ============================
</TABLE>

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

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 - 10Q
          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 three  months  ended March 31, 2001 are not
          necessarily  indicative  of the results  that may be expected  for the
          year ending  December 31, 2001.  All share and per share  amounts have
          been retroactively  adjusted to reflect the 20% stock dividend paid on
          May 26, 2000.

                                       7
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
         of Operations

This item  provides a narrative  discussion  and  analysis  of the  consolidated
financial  condition  and results of operations  of Fentura  Bancorp,  Inc. (the
Corporation),  together  with its  operating  subsidiaries,  The State  Bank and
Davison  State Bank (the  Banks),  for the three months ended March 31, 2001 and
2000.  The  supplemental  financial data included  throughout  should be read in
conjunction with the primary financial  statements  presented on pages 3 through
7. It provides a more detailed and comprehensive review of the operating results
and financial  position  than could be obtained  from the  financial  statements
alone.

<TABLE>
Table 1   Selected Financial Data
                                                                    Three Months Ended
                                                                          March 31,
$ in thousands except per share data and ratios                     2001             2000
                                                                (unaudited)
---------------------------------------------------------------------------------------------
<S>                                                              <C>            <C>
Summary of Consolidated Statements of Income:
Interest Income                                                      $5,786           $5,539
Interest Expense                                                      2,619            2,296
                                                           ----------------------------------
Net Interest Income                                                   3,167            3,243
Provision for Loan Losses                                               138              169
                                                           ----------------------------------
Net Interest Income after Provision for Loan Losses                   3,029            3,074
Total Other Operating Income                                          1,105              951
Total Other Operating Expense                                         2,976            2,882
                                                           ----------------------------------
Income Before Income Taxes                                            1,158            1,143
Provision for Income Taxes                                              339              270
                                                           ----------------------------------
Net Income                                                             $819             $873
                                                           ==================================
Net Income Per Share - Basic                                          $0.48            $0.51
Net Income Per Share - Diluted                                        $0.47            $0.51

Other Financial and Statistical Data:
Tier 1 Capital to Risk Weighted Assets                               13.57%           13.58%
Total Capital to Risk Weighted Assets                                14.76%           14.82%
Tier 1 Capital to Average Assets                                     11.01%           11.71%
Total Cash Dividends                                                   $380             $357
Book Value Per Share                                                 $21.32           $18.85
Cash Dividends Paid Per Share                                         $0.22            $0.21
Period End Market Price Per Share                                    $27.00           $28.10
Dividend Pay-out Ratio                                               46.40%           40.89%
Return on Average Stockholders' Equity                                8.99%           10.73%
Return on Average Assets                                              1.08%            1.22%
Net Interest Margin (FTE)                                             4.69%            5.01%

Summary of Consolidated Balance Sheets:                        Mar.31, 2001    Dec. 31, 2000
                                                               ------------    -------------
Assets                                                             $311,370         $292,890
Securities                                                           62,630           66,704
Loans                                                               199,196          195,108
Deposits                                                            270,968          248,656
Shareholders' Equity                                                 36,836           35,754
Total Equity to Assets                                               11.83%           10.60%
</TABLE>

                                       8
<PAGE>
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 for the three months Ended March 31, 2001 and 2000:

<TABLE>
                                                   2001           2000
                                                   ----           ----
<S>                                             <C>            <C>
Basic Earnings Per Common Share:
 Numerator
  Net Income                                     $819,000       $873,000
                                                 ========       ========
Denominator
 Weighted average common shares
  Outstanding                                   1,723,798      1,707,661
                                                =========      =========

Basic earnings per common share                     $0.48          $0.51
                                                    =====          =====
Diluted Earnings Per Common Share:
 Numerator
  Net Income                                     $819,000       $873,000
                                                 ========       ========
Denominator
 Weighted average common shares
  Outstanding for basic earnings per
  Common share                                  1,723,798      1,707,661

Add:  Dilutive effects of assumed
  Exercises of stock options                        3,206          6,092
                                                    -----          -----
 Weighted average common shares
  and dilutive potential common
  Shares outstanding                            1,727,004      1,713,753
                                                =========      =========

Diluted earnings per common share                   $0.47          $0.51
                                                    =====          =====
</TABLE>

Stock  options  for 6,975 and 2007  shares of common  stock for the three  month
periods ended March 31, 2001 and 2000 were not  considered in computing  diluted
earning per common shares because they were not dilutive.

                                       9
<PAGE>
Results of Operations

Table 1 summarizes  selected financial data for the three months ended March 31,
2001 and 2000. As indicated in Table 1 earnings for the three months ended March
31,  2001  were  $819,000  compared  to  $873,000  for the same  period in 2000.
Earnings decreased as a result a tightening of net interest income and increased
operating expenses.  Despite this earnings decline,  core banking activities and
new  opportunities  in our current and  surrounding  markets  remain  strong and
accordingly,   management   believes  overall  performance  will  remain  strong
throughout 2001.  However,  performance in 2001 could be negatively  affected by
any further softening of the economy.

The banking  industry  uses standard  performance  indicators to help evaluate a
banking  institution's  performance.  Return on  average  assets is one of these
indicators.  For the three months ended March 31, 2001 the Corporation's  return
on average  assets was 1.08%  compared to 1.22% for the same period in 2000. Net
income per  share-basic  was $.48 in the first three months of 2001  compared to
$.51 for the same period in 2000.

Total  assets  increased  approximately  $18,000,000  from  December 31, 2000 to
$311,370,000 at March 31, 2001.  Stockholders'  Equity  increased  approximately
$1,082,000 from December 31, 2000 to $36,836,000 at March 31, 2001. The increase
in equity should allow the Corporation to continue its growth strategy.

Net Interest Income

Net  interest  income and average  balances  and yields on major  categories  of
interest-earning  assets and  interest-bearing  liabilities for the three months
ended March 31, 2001 and 2000 are  summarized in Table 3. The effects of changes
in average interest rates and average balances are detailed in Table 2 below.

Table 2
<TABLE>
                                                                   CHANGES IN NET INTEREST INCOME
                                                                  DUE TO CHANGES IN AVERAGE VOLUME
                                                                         AND INTEREST RATES

                                                 THREE MONTHS ENDED MARCH 31,            THREE MONTHS ENDED MARCH 31,
                                                    2001 COMPARED TO 2000                   2000 COMPARED TO 1999
                                                     INCREASE (DECREASE)                     INCREASE (DECREASE)
                                                           DUE TO:                                 DUE TO:
                                             ----------------------------------------------------------------------------
                                                            YIELD/                                  YIELD/
(000'S OMITTED)                                  VOL         RATE        TOTAL           VOL        RATE        TOTAL
-------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>          <C>         <C>             <C>        <C>          <C>
TAXABLE SECURITIES                               ($66)        ($7)        ($73)             $3        $55         $58
TAX-EXEMPT SECURITIES                              (6)          5           (1)             41         (5)         36
FEDERAL FUNDS SOLD                                232         (42)         190             (90)        21         (69)

TOTAL LOANS                                       134          (4)         130             716       (104)        612
LOANS HELD FOR SALE                                 0           1            1            (182)         1        (181)
                                             ----------------------------------------------------------------------------
    TOTAL EARNING ASSETS                          294         (47)         247             488        (32)        456


INTEREST BEARING DEMAND DEPOSITS                  (14)         (2)         (16)             (9)         9           0
SAVINGS DEPOSITS                                  (28)         11          (17)             33        119         152
TIME CD'S $100,000 AND OVER                       133          59          192              87         29         116
OTHER TIME DEPOSITS                                72         122          194              15         13          28
OTHER BORROWINGS                                  (27)         (3)         (30)             43          2          45
                                             ----------------------------------------------------------------------------
    TOTAL INTEREST BEARING LIABILITIES            136         187          323             169        172         341
                                             ----------------------------------------------------------------------------
         NET INTEREST INCOME                     $158       ($234)        ($76)           $319      ($204)       $115
                                             ============================================================================
</TABLE>
                                       10
<PAGE>
As  indicated  in Table 2, during the three  months  ended March 31,  2001,  net
interest  income  decreased  compared  to the same  period in 2000,  principally
because of the increase in interest expense resulting from growth of certificate
of deposit  balances and the  increase in interest  rates which rose with market
rates throughout 2000.

Net interest income (displayed  without  consideration of full tax equivalency),
average balance sheet amounts, and the corresponding yields for the three months
ended March 31, 2001 and 2000 are shown in Table 3. Net interest  income for the
three months ended March 31, 2001 was  $3,167,000 a decrease of $76,000 over the
same period in 2000.  This  represents  a decrease of 2.3%.  The primary  factor
contributing  to the net  interest  income  decrease was an increase in interest
expense from deposit  growth and the reduction in interest  rates by the Federal
Reserve  Board.  Also indicated in Table 3, for the three months ended March 31,
2000 net interest income was $3,243,000. This is an increase of $115,000 or 3.7%
over the same  period  in 1999.  The  increase  in 2000 is  attributable  to the
increase in interest income from loan growth.

Management  expects a continued strong local economy throughout 2001 and because
of this  believes  loan  demand  will  become  stronger  in the  upcoming  year.
Accordingly,  the Corporation will aggressively seek out new loan  opportunities
while continuing to maintain sound credit quality. Management also believes that
continued  loan growth and managing  deposit  rates will  stabilize net interest
income in 2001.

As  indicated  in Table 3, for the  three  months  ended  March  31,  2001,  the
Corporation's   net  interest   margin  (without   consideration   of  full  tax
equivalency)  was 4.55%  compared  with 4.90% for the same period in 2000.  This
decline is attributable to the impact of interest rates reduction by the Federal
Reserve Board and the increase in interest expense due to certificate of deposit
growth.  The decrease in interest  rates impacts the net interest  income in the
short  term  because  loans  start to reprice  quicker  than our  deposits  thus
reducing net interest income.

Average earning assets increased 6.0% or approximately $15,953,000 comparing the
first  quarter  of 2001 to the same time  period  in 2000.  Loans,  the  highest
yielding  component of earning  assets,  represented  70.7% of earning assets in
2001 compared to 72.8% in 2000. Average interest bearing  liabilities  increased
3.2% or  $7,010,000  comparing the first quarter of 2001 to the same time period
in 2000.  Non-interest  bearing  deposits  amounted to 13.1% of average  earning
assets in the first  quarter of 2001 compared with 12.1% in the same time period
on 2000.

Management  continually monitors the Corporation's balance sheet to insulate net
interest income from significant  swings caused by interest rate volatility.  If
market rates continue to change in 2001,  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".

                                       11
<PAGE>
<TABLE>
Table 3

                                                                      THREE MONTHS ENDED MARCH 31,
AVERAGE BALANCES AND RATES                                      2001                                2000
(000's omitted)                                   AVERAGE      INCOME/    YIELD/      AVERAGE      INCOME/   YIELD/
ASSETS                                           BALANCE       EXPENSE     RATE       BALANCE      EXPENSE    RATE
                                                -------------------------------------------------------------------
<S>                                              <C>         <C>          <C>         <C>          <C>       <C>
 Interest bearing deposits in Banks                     $0          $0    0.00%            $0          $0    0.00%
 Investment securities:
   U.S. Treasury and Government Agencies            47,511         751    6.41%        51,728         824    6.41%
   State and Political                              14,239         170    4.84%        14,764         171    4.66%
   Other                                             1,096          16    5.92%         1,077          16    5.98%
                                                --------------------------------   --------------------------------
   Total Investment Securities                      62,846         937    6.05%        67,569       1,011    6.02%
   Fed Funds Sold                                   19,522         265    5.51%         4,745          75    6.36%
 Loans:
   Commercial                                      116,539       2,691    9.36%       102,018       2,368    9.34%
   Tax Free                                            799          10    5.08%           588           9    6.16%
   Real Estate-Mortgage                             15,522         362    9.46%        25,316         535    8.50%
   Consumer                                         66,773       1,517    9.21%        65,816       1,538    9.40%
                                                --------------------------------   --------------------------------
 Total loans                                       199,633       4,580    9.30%       193,738       4,450    9.24%
 Allowance for Loan Loss                            (2,975)                            (2,984)
 Net Loans                                         196,658       4,580    9.45%       190,754       4,450    9.38%
                                                --------------------------------   --------------------------------
Loans Held for Sale                                    188           4    8.63%           184           3    6.56%
                                                --------------------------------   --------------------------------
 TOTAL EARNING ASSETS                             $282,189      $5,786    8.32%      $266,236      $5,539    8.37%
                                                -------------------------------------------------------------------
 Cash Due from Banks                                11,018                             10,732
 All Other Assets                                   13,786                             13,190
                                                -----------                        -----------
TOTAL ASSETS                                      $304,018                           $287,174
                                                -----------                        -----------
LIABILITIES & SHAREHOLDERS' EQUITY:
  Deposits:
   Non-Interest bearing - DDA                      $37,056                            $32,174
   Interest bearing - DDA                           37,829         171    1.83%        41,030         187    1.83%
   Savings Deposits                                 64,448         559    3.52%        67,777         576    3.42%
   Time CD's $100,000 and Over                      41,434         642    6.28%        31,926         450    5.67%
   Other Time CD's                                  81,558       1,200    5.97%        76,040       1,006    5.32%
                                                --------------------------------   --------------------------------
 Total Deposits                                    262,325       2,572    3.98%       248,947       2,219    3.59%
 Other Borrowings                                    2,744          47    6.95%         4,230          77    7.32%
                                                --------------------------------   --------------------------------
  INTEREST BEARING LIABILITIES                    $228,013      $2,619    4.66%      $221,003      $2,296    4.18%
                                                -------------------------------------------------------------------
 All Other Liabilities                               2,523                              1,446
 Shareholders' Equity                               36,426                             32,551
                                                -----------                        -----------
 TOTAL LIABILITIES & SHAREHOLDERS' EQUITY         $304,018                           $287,174
                                                -----------            ---------   -----------            ---------
Net Interest Rate Spread                                                  3.66%                              4.19%
Impact of Non-Interest Bearing Funds on Margin                            0.89%                              0.71%
                                                                       ---------                          ---------
Net Interest Income /Margin                                     $3,167    4.55%                    $3,243    4.90%
                                                           =====================              =====================
</TABLE>
                                       12
<PAGE>
ALLOWANCE AND PROVISION FOR LOAN LOSSES

The allowance  for loan losses (ALL)  reflects  management's  judgment as to the
level  considered  appropriate to absorb losses  inherent 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
reserves have been allocated to various portfolio  segments,  the ALL is general
in nature and is available for the portfolio in its entirety. At March 31, 2001,
the ALL was $2,950,000,  or 1.48% of total loans. This compares with $2,932,000,
or 1.50%,  at December 31,  2000.  The  reduction of the ALL as a percentage  of
total loans  reflects  reduction in the  allowance for loan losses and increased
loan totals.

The provision for loan losses was $138,000 in the first three months of 2001 and
$169,000 for the same time period in 2000.  The Bank  decreased the provision in
2001 comparing to 2000 because of an overall improvement in asset quality.

Table 4 summarizes  loan losses and recoveries for the first quarter of 2000 and
2001.  During the first three  months of 2001 the  Corporation  experienced  net
charge-offs of $120,000,  compared with net  charge-offs of $84,000 for the same
time period in 2000. Accordingly, the net charge-off ratio for the first quarter
of 2001 was .06% compared to .04% for the same time period in 2000.

The Corporation  maintains formal policies and procedures to control and monitor
credit risk.  Management  believes the  allowance for loan losses is adequate to
meet normal credit risks in the loan portfolio. The Corporation's loan portfolio
has no  significant  concentrations  in any one  industry  nor 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 may not be  performing as agreed.
Therefore,  in  light  of the  aforementioned,  and  assuming  continued  strong
economic conditions and asset quality,  management expects a modest reduction to
the allowance for loan losses as a percentage to gross loans in 2001. Of course,
should  economic  conditions  deteriorate  management  may need to increase  the
provision  for loan losses and maintain or increase  the ALL as a percentage  of
gross loans.  Non-performing  loans are discussed  further in the section titled
"Non-Performing Assets".

Table 4        ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
<TABLE>
                                                            Three Months Ended
                                                                  March 31
(000's omitted)                                             2001           2000
                                                       ------------------------------
<S>                                                     <C>            <C>
Balance at Beginning of Period                              $2,932         $2,961
                                                       ------------------------------
Charge-Offs:
    Commercial, Financial and Agriculture                       (6)            (9)
    Real Estate-Mortgage                                         0              0
    Installment Loans to Individuals                          (141)           (99)
    Lease Financing                                              0              0
                                                       ------------------------------
      Total Charge-Offs                                       (147)          (108)
                                                       ------------------------------

Recoveries:
    Commercial, Financial and Agriculture                        2              1
    Real Estate-Mortgage                                         0              0
    Installment Loans to Individuals                            25             23
    Lease Financing                                              0              0
                                                       ------------------------------
      Total Recoveries                                          27             24
                                                       ------------------------------
Net Charge-Offs                                               (120)           (84)
                                                       ------------------------------
Provision                                                      138            169
                                                       ------------------------------
Balance at End of Period                                    $2,950         $3,046
                                                       ==============================
Ratio of Net Charge-Offs During the Period                   0.06%          0.04%
                                                       ==============================
</TABLE>
                                       13
<PAGE>
NON-INTEREST INCOME

TABLE 5
<TABLE>
                                                   Three Months Ended
Analysis of Non-Interest Income                         March 31,
-------------------------------------------------------------------------
(000's omitted)
                                                    2001        2000
-------------------------------------------------------------------------
<S>                                               <C>        <C>
Service Charges on Deposit Accounts                   $479       $467
Gain on Sale of Mortgages                              $59        $13
Mortgage Servicing Fees                                $33        $65
Fiduciary Income                                      $165       $162
Other Operating Income                                $292       $244
                                                 ------------------------
  Total Non-Interest Income                         $1,028       $951
                                                 ========================
</TABLE>

Non-interest  income  increased  in the three  months  ended  March 31,  2001 as
compared to the same  period in 2000,  due to an increase in the gain on sale of
mortgage loans, and an increase in other operating income.  Overall non-interest
income was  $1,028,000  in the three  months  ended March 31,  2001  compared to
$951,000  for the same period in 2000.  These  figures  represent an increase of
8.1%.  Table  5  provides  a  more  detailed  breakdown  of  the  components  of
non-interest income than can be found in the income statement on page 4.

The most  significant  category  of  non-interest  income is service  charges on
deposit accounts. These fees were $479,000 in the first quarter 2001 compared to
$467,000 for the same period of 2000.  This  represents  an increase of 2.6%. An
increase in average  balances  maintained  in savings  accounts  offset  service
charges and a reduction in fees from non-sufficient funds balances.

Gains on the sale of  mortgage  loans  originated  by the  Banks and sold in the
secondary market were $59,000 in the quarter ended March 31, 2001 and $13,000 in
the same  period in 2000.  The  increase  occurred  because  of an  increase  in
residential mortgage refinance activity and new loan volumes due to the downward
movement of market interest rates.

Mortgage  servicing  fees were  $33,000 in the three months ended March 31, 2001
compared  to  $65,000  in the same  time  period in 2000.  This is a decline  of
$32,000 or 49.2%.  The  decline  is  attributable  to the sale of a  significant
portion of the Corporation's serviced loans, in the last quarter of 2000.

Fiduciary  income  increased  $3,000 in the three  months  ended  March 31, 2001
comparing  to the same period in the prior year.  This 0.2%  increase in fees is
attributed  to growth in the assets under  management  within the  Corporation's
Trust Department.

Other  operating  income  increased  $48,000 to $292,000 in the first quarter of
2001  compared to $244,000 in the same time period in 2000.  This is an increase
of 19.7%.  Other operating  income increased due to increases in income from the
sale of  official  checks and an  increase  in income  from the sale of consumer
investment products.

                                       14
<PAGE>
Non-Interest Expense

TABLE 6
<TABLE>
                                                   Three Months Ended
Analysis of Non-Interest Expense                        March 31,
-------------------------------------------------------------------------
(000's omitted)
                                                    2001        2000
-------------------------------------------------------------------------
<S>                                              <C>          <C>
Salaries and  Benefits                              $1,579     $1,455
Equipment                                             $327       $373
Net Occupancy                                         $215       $202
Office Supplies                                        $46        $74
Loan & Collection Expense                              $26       $121
Advertising                                            $74        $55
Other Operating Expense                               $632       $602
                                                 ------------------------
  Total Non-Interest Expense                        $2,899     $2,882
                                                 ========================
</TABLE>

Total  non-interest  expense was  $2,899,000 in the three months ended March 31,
2001 compared with  $2,882,000 in the same period of 2000. This is a increase of
0.6%.  This  increase  is  largely  attributable  to an  increase  in salary and
benefits expense and an increase in other operating expenses.

Salary and benefit costs, Fentura's largest non-interest expense category,  were
$1,579,000 in the three months ended March 31, 2001,  compared with  $1,455,000,
or an increase of 8.5%,  for the same time period in 2000.  Increased  costs are
primarily a result of normal  annual salary  increases,  an increase in employee
benefit costs, and an increase in salary costs in connection with the opening of
the second bank, Davison State Bank.

During the three months ended March 31, 2001  equipment  expenses  were $327,000
compared to  $373,000  for the same  period in 2000,  a decrease  of 12.3%.  The
decrease in expense is  attributable to equipment  depreciation  which decreased
due to the roll off of fully depreciated assets.

Occupancy  expenses at $215,000  increased  in the three  months ended March 31,
2001  comparing  to the same period in 2000 by $13,000 or 6.4%.  The increase is
attributable to increases in facility repairs and maintenance contracts expense.

During the three months ended March 31, 2001 office supplies  expense at $46,000
decreased  $28,000  comparing  to the  $74,000 in expense for the same period in
2000.  This  decrease is  attributable  to volume  decreases  of regular  office
supplies and preprinted forms in 2001.

Loan and  collection  expenses,  at $26,000,  were down $95,000 during the three
months  ended March 31,  2001  comparing  to the same time  period in 2000.  The
decrease is primarily attributable to a decrease in legal expenses in connection
with  collection  efforts and a decrease  in fees paid to dealers  for  indirect
lending transactions.

Other operating  expenses were $632,000 in the three months ended March 31, 2001
compared to $602,000 in the same time period in 2000,  an increase of $30,000 or
5.0%. The increase is attributable to an increase in deposit account charge-offs
and losses and an increase in legal and consulting expenses.

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  investment
securities  portfolio is  structured  to provide a source of  liquidity  through
maturities and 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.  Client deposits are the primary

                                       15
<PAGE>
source of funding for earning  assets while short term debt and other sources of
funds could be utilized if market conditions and liquidity needs change.

The Corporation's total assets equaled $311 million for March 31, 2001 exceeding
December  31, 2000 total  assets of $293  million by $18 million or 6.1%.  Loans
comprised  63.9% of total assets at March 31, 2001 compared to 66.6% at December
31, 2000.  Loans grew $3.9 million with commercial  loans leading the advance by
$3.1 million.  The ratio of non-interest  bearing deposits to total deposits was
16.6% at March 31,  2001  compared  to 16.25% at  December  31,  2000.  Interest
bearing  liabilities  totaled  $233  million at March 31, 2001  compared to $220
million  at  December  31,  2000.  Deposits  grew  $18.4  million  and Fed Funds
Purchased  decreased  $4.7  million  to make up the change in  interest  bearing
liabilities at March 31, 2001.

NON-PERFORMING ASSETS

Non-performing  assets  include  loans on which  interest  accruals have ceased,
loans  which  have  been   renegotiated,   and  real  estate  acquired   through
foreclosure. Past due loans are loans which were delinquent 90 days or more, but
have not been placed on  non-accrual  status.  Table 7 represents  the levels of
these assets at March 31, 2001 and December 31, 2000.

Non-performing  assets decreased modestly at March 31, 2001 compared to December
31, 2000.  This decrease is attributable to a decrease in loans past due 90 days
or more and still accruing.  These loans decreased  because of  restructuring of
one commercial loan.

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.

Table 7

Non-Performing Assets and Past Due Loans
<TABLE>
                                                   March 31,       Dec. 31,
                                                      2001           2000
                                                 ------------------------------
<S>                                               <C>             <C>
Non-Performing Loans:
  Loans Past Due 90 Days or More & Still
    Accruing                                         $172,000       $489,000
  Non-Accrual Loans                                   778,000        731,000
  Renegotiated Loans                                        0              0
                                                 ------------------------------
    Total Non-Performing Loans                        950,000      1,220,000
                                                 ------------------------------
Other Non-Performing Assets:
  Other Real Estate                                    37,000              0
  REO in Redemption                                         0              0
  Other Non-Performing  Assets                        117,000        159,000
                                                 ------------------------------
    Total Other Non-Performing Assets                 154,000        159,000
                                                 ------------------------------
Total Non-Performing Assets                        $1,104,000     $1,379,000
                                                 ==============================
Non-Performing Loans as a % of
  Total Loans                                          0.48%           0.63%
Allowance for Loan Losses as a % of
  Non-Performing Loans                               310.53%         240.33%
Accruing Loans Past Due 90 Days or
  More to Total Loans                                  0.09%           0.25%
Non-performing Assets as a % of
  Total Assets                                         0.35%           0.47%
</TABLE>
                                       16
<PAGE>
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
perspective 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 three
months of 2001 and 2000.  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.

Primary  liquidity is provided  through  short-term  investments  or  borrowings
(including  federal  funds sold and  purchased)  while  secondary  liquidity  is
provided by the  investment  portfolio.  As of March 31, 2001 federal funds sold
represented  7.4% of total  assets,  compared  to 2.5% at March  31,  2000.  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  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  is
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  increased  $17,612,000  in the first three months of 2001 due to the
increase in deposits.  Comparatively,  in the first three  months of 2000,  cash
flows from financing  activities  increased  $19,963,000 because of increases in
deposits  and  borrowings.  Cash flows from  investing  activities  were $51,000
during the first three months of 2000. The increases in investing  activities at
the end of the first  quarter  of 2001,  were  offset  by  maturing  and  called
investment securities.

CAPITAL MANAGEMENT

Total  shareholders'  equity rose 3.0% to $36,836,000 at March 31, 2001 compared
with $35,754,000 at December 31, 2000. The  Corporation's  equity to asset ratio
was 11.8% at March 31, 2001 and 12.2% at December 31, 2000.  The increase in the
amount of capital was obtained through  retained  earnings and the proceeds from
the issuance of new shares.  In the first three months of 2001, the  Corporation
increased its cash dividends by 4.8% to $.22 per share compared with $.21 in the
same period in 2000.

As  indicated  on the balance  sheet at December  31, 2000 the  Corporation  had
accumulated other  comprehensive  loss of $215,000 compared to accumulated other
comprehensive  income at March 31, 2001 of  $282,000.  The increase to an income
position is attributable  to the downward  movement of market interest rates and
the interest rate structures on those  securities held in the available for sale
portfolio.

                                       17
<PAGE>
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  less  goodwill)  and Tier II
capital  (essentially  the  reserve  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 8, at March
31, 2001 and at December 31,  2000,  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
receive a designation of "well capitalized".

Table 8
<TABLE>
                                                                 Capital Ratios
                               -----------------------------------------------------------------------------
                                  Regulatory Minimum                   Fentura Bancorp, Inc.
                                For "Well Capitalized"     March 31,      December 31,        March 31,
                                                              2001            2000              2000
<S>                                    <C>                 <C>               <C>              <C>
  Total Capital to risk
     Weighted assets                     10%                 14.76%          16.20%            14.82%
  Tier 1 Capital to risk
    weighted assets                       6%                 13.57%          15.00%            13.58%
  Tier 1 Capital to average               5%                 11.01%          12.10%            11.71%
    assets
</TABLE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The information concerning quantitative and qualitative disclosures about market
risk contained and incorporated by reference on pages 40 through 42 in Fentura's
Annual Report on Form 10-K, is here incorporated by reference.

Fentura Bancorp, 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 three months of 2001,  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
are managed in 2001 compared to 2000.

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.

                                       18
<PAGE>
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 9 sets forth the distribution of re-pricing of the  Corporation's  earning
assets and interest bearing  liabilities as of March 31, 2001, 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.

Table 9                                              GAP ANALYSIS MARCH 31, 2001
<TABLE>

(000's Omitted)                                    Within      Three         One to     After
                                                   Three       Months-        Five      Five
                                                  Months       One Year       Years     Years       Total
                                                -------------------------------------------------------------
<S>                                              <C>          <C>           <C>         <C>        <C>
Earning Assets:
  Federal Funds Sold                                23,100           0            0          0       23,100
  Investment Securities                              4,810       5,403       25,642     26,775       62,630
  Loans                                             78,519       8,066       81,028     31,393      199,006
  Loans Held for Sale                                  190           0            0          0          190
                                                -------------------------------------------------------------
    Total Earning Assets                          $106,619     $13,469     $106,670    $58,168     $284,926
                                                =============================================================

Interest Bearing Liabilities:
  Interest Bearing Demand Deposits                 $37,227     $     0     $      0    $     0     $ 37,227
  Savings Deposits                                  68,228           0            0          0       68,228
  Time Deposits Less than $100,000                  15,398      35,852       29,467      2,881       83,598
  Time Deposits Greater than $100,000               24,785      13,753        4,719          0       43,257
  Other Borrowings                                     225           0           40      1,101        1,366
                                                -------------------------------------------------------------
    Total Interest Bearing Liabilities            $145,863     $49,605      $34,226     $3,982     $233,676
                                                =============================================================
Interest Rate Sensitivity GAP                     ($39,244)   ($36,136)     $72,444    $54,186      $51,250
Cumulative Interest Rate
  Sensitivity GAP                                 ($39,244)   ($75,380)     ($2,936)   $51,250
Interest Rate Sensitivity GAP                        (0.73)      (0.27)        3.12      14.61
Cumulative Interest Rate
  Sensitivity GAP Ratio                              (0.73)      (.61)        (0.99)      1.22
</TABLE>

As indicated in Table 9, 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 would 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.
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 reduce net interest income.

                                       19
<PAGE>
FORWARD LOOKING STATEMENTS

This report contains  "forward  looking  statements" as that term is used in the
securities  laws.  All  statements  regarding our expected  financial  position,
performance,  business and  strategies  are forward  looking  statements.  These
statements are based on management's beliefs, assumptions, current expectations,
estimates and projections about the financial  services  industry,  the economy,
and about the  Corporation  itself.  Words  such as  "anticipates,"  "believes,"
"estimates,"   "expects,"   "forecasts,"   "intends,"   "is  likely,"   "plans,"
"projects,"  variations  of such words and similar  expressions  are intended to
identify such forward looking statements. These statements are not guarantees of
future  performance  and involve  certain risks,  uncertainties  and assumptions
("Future Factors") which are difficult to predict with regard to timing, extent,
likelihood and degree of occurrence.  Therefore, actual results and outcomes may
materially differ from what may be expressed or forecast in such forward looking
statements. The Corporation undertakes no obligation to update, amend or clarify
forward looking  statements as a result of new  information,  future events,  or
otherwise.

Future Factors that could cause a difference  between an ultimate actual outcome
and a  preceding  forward  looking  statement  include,  but are not limited to,
changes in interest rate and interest rate  relationships,  demands for products
and services,  the degree of  competition  by  traditional  and  non-traditional
competitors,  changes  in  banking  laws or  regulations,  changes  in tax laws,
changes  in  prices,  the  impact  of  technological  advances,  government  and
regulatory  policy  changes,  the outcome of pending and future  litigation  and
contingencies,  trends in customer's behaviors as well as their ability to repay
loans,  and  the  local  economy.  Further  information  concerning  us and  our
business,   including  additional  factors  that  could  materially  affect  our
financial  results,  is included in our filings with the Securities and Exchange
Commission.

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<PAGE>
                           PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

a.       Exhibits - None

b.       Report on Form 8-K
         A Report on Form 8-K dated March 26, 2001 reporting a change in
         registrant's independent accountant was filed March 28, 2001.










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<PAGE>
                                   Signatures



In accordance with 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.


                                             Fentura Bancorp, Inc.




Date  May 11, 2001                           By   /s/  Donald L. Grill
                                                  Donald L. Grill
                                                  President & CEO


Date  May 11, 2001                           By   /s/  Ronald L. Justice
                                                  Ronald L. Justice
                                                  Chief Financial Officer



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