# UNITED STATESSECURITIES AND
EXCHANGE COMMISSIONWashington, D.C. 20549

# FORM 10-Q

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

# For the quarterly
period ended September 30, 2004

# OR

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

# For the transition
period from _______________ to _______________

# Commission file number
000-23550

|Fentura Financial, Inc.
(Exact name of
registrant as specified in its charter)
|------------------------------------------------------------------------------
|Michigan
(State or other jurisdiction ofincorporation or organization)        

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

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

Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [__] No

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

# Yes [X] No [__]

# APPLICABLE ONLY TO
CORPORATE ISSUERS

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

# Class  Common
Stock Shares Outstanding  1,888,488

---



# Fentura Financial Inc.

# Index to Form 10-Q

|Part I - Financial Information
         Item 1 - Consolidated Financial Statements (Unaudited)             
         Item 2 - Management's Discussion and Analysis of
                        Financial Condition and Results of Operations             
         Item 3 - Quantitative and Qualitative Disclosures about Market Risk
         Item 4 - Controls and Procedures                                   
Part II - Other Information                                                 
         Item 1 - Legal Proceedings                                         
         Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
         Item 3 - Defaults Upon Senior Securities                           
         Item 4 - Submission of Matters to a Vote of Security Holders       
         Item 5 - Other Information                                         
         Item 6 - Exhibits and Reports on Form 8-K                          
Signatures                                                                  
Exhibit Index | Page
   3
  12
  22
  24
  25
  25
  25
  25
  25
  25
  25
  26
  27
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------

2

---



# PART I 
FINANCIAL INFORMATION

# Item 1. Consolidated
Financial Statements

|Fentura Financial, Inc.Consolidated Balance Sheets 
|---------------------------------------------------
|                                                   
|
|                                                   
|ASSETS                                             
|Cash and due from banks                            
|Federal funds sold                                 
|                                                   
|Total cash & cash equivalents                      
|Securities-available for sale                      
|Securities-held to maturity, (fair value of $18,856
|at Sept. 30, 2004 and $12,519 at December 31, 2003)
|                                                   
|Total securities                                   
|Loans held for sale                                
|Loans:                                             
|Commercial                                         
|Real estate loans - mortgage                       
|Real estate loans - construction                   
|Consumer loans                                     
|                                                   
|Total loans                                        
|Less: Allowance for loan losses                    
|                                                   
|Net loans                                          
|Bank Owned Life Insurance                          
|Bank premises and equipment                        
|Federal Home Loan Bank stock                       
|Accrued interest receivable                        
|Goodwill and other intangible assets               
|Other assets                                       
|                                                   
|Total assets                                       
|                                                   
|                                                   
|LIABILITIES                                        
|Deposits:                                          
|Non-interest bearing deposits                      
|Interest bearing deposits                          
|                                                   
|Total deposits                                     
|Borrowings                                         
|Federal Home Loan Bank Advances                    
|Repurchase Agreements                              
|Subordinated debentures                            
|Accrued taxes, interest and other liabilities      
|                                                   
|Total liabilities                                  
|                                                   
|SHAREHOLDERS' EQUITY                               
|Common stock - no par value                        
|1,885,662 shares issued (1,880,485 in Dec. 2003)   
|Retained earnings                                  
|Accumulated other comprehensive loss               
|                                                   
|Total shareholders' equity                         
|                                                   
|Total Liabilities and Shareholders' Equity         
|                                                   
|                                                   

See notes to consolidated financial
statements.

3

---



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

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

See notes to consolidated financial
statements.

4

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

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

See notes to consolidated financial
statements.

5

---



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

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

6

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

|(000's Omitted)                                | Three Months EndedSeptember 30, | Nine Months EndedSeptember 30,
|---------------------------------------------- | ------------------------------- | ------------------------------
|
|Net Income                                     |                                 |                               
|Other comprehensive income (loss), net of tax: |                                 |                               
|Unrealized holding gains (losses) arising      |                                 |                               
|during period                                  |                                 |                               
|Less: reclassification adjustment for          |                                 |                               
|gains/losses included in net income            |                                 |                               
|                                               |                                
|Other comprehensive income (loss)              |                                 |                               
|                                               |                                
|Comprehensive income (loss)                    |                                 |                               
|                                               |                                

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

# Note 1. Basis of
presentation

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

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

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

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

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

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

7

---



# Stock Option Plans

The Nonemployee Director Stock
Option Plan provides for the grant of options to nonemployee directors to purchase the
Corporations common stock on April 1 each year. The purchase price of the shares is
the fair market value at the date of the grant, and there is a three-year vesting period
before options may be exercised. Options to acquire no more than 7,392 shares of stock may
be granted under the Plan in any calendar year and options to acquire not more than 73,920
shares in the aggregate may be outstanding at any one time.

The Employee Stock Option Plan
provides for the grant of options to eligible employees to purchase the Corporations
common stock at or above, the fair market value of the stock at the date of the grant.
Awards granted under this plan are limited to an aggregate of 79,200 shares. The
administrator of the plan is a committee of directors. The administrator has the power to
determine the number of options to be granted, the exercise price of the options and other
terms of the options, subject to consistency with the terms of the plan. Options covering
14,575 shares were granted under this Plan on June 26, 2003.

# The following table
summarizes stock option activity:

|                                          | Number of Options | WeightedAverage Price
|----------------------------------------- | ----------------- | ---------------------
|                                          |                   |                      
|Options outstanding at December 31, 2002  |                   |                      
|Options granted 2003                      |                   |                      
|Options exercised 2003                    |                   |                      
|Options forfeited 2003                    |                   |                      
|                                          |                   |                      
|Options outstanding at December 31, 2003  |                   |                      
|Options granted 2004                      |                   |                      
|Options forfeited 2004                    |                   |                      
|                                          |                   |                      
|Options outstanding at September 30, 2004 |                   |                      
|                                          |                   |                      

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

|                        | Three Months EndedSeptember 30, | Nine Months EndedSeptember 30,
|----------------------- | ------------------------------- | ------------------------------
|                        |                                 |                               
|                        |                                 |                               
|Net Income              |                                 |                               
|As reported             |                                 |                               
|Proforma                |                                 |                               
|                        |                                 |                               
|Basic  net  income  per |                                 |                               
|share                   |                                 |                               
|As reported             |                                 |                               
|Proforma                |                                 |                               
|                        |                                 |                               
|Diluted  net income per |                                 |                               
|share                   |                                 |                               
|As reported             |                                 |                               
|Proforma                |                                 |                               

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

8

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# Note 2. Earnings per
common share

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

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

# Stock options for 264
shares and 5,096 shares of common stock for the three and nine month periods ended
September 30, 2004 and stock options for 20,886 shares and 6,311 shares of common stock
for the three and nine month periods ended September 30, 2003 were not considered in
computing diluted earnings per common share because they were not dilutive.

# Note 3. Commitments and
contingencies

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

9

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# Note 4. Securities

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

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

|Held to MaturitySeptember 30, 2004 | Amortized Cost | Gross Unrealized Gain | Gross Unrealized Losses | Fair Value
|---------------------------------- | -------------- | --------------------- | ----------------------- | ----------
|                                   |               
|State & municipal                  |                |                       | $                       | 18,558    
|Mortgage-backed                    |                |                       |                         | 25        
|                                   |               
|Total                              |                |                       | $                       | 18,583    
|                                   |               
|December 31, 2003                  |                |                      
|State & municipal                  |                |                       | $                       | 12,169    
|                                   |               
|Total                              |                |                       | $                       | 12,169    
|                                   |               

# Note 5. Acquisition

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

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

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

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

10

---



The following table presents pro
forma information stated in thousands of dollars for the nine months ended September 30,
2004 and the year ended December 31, 2003 as if the acquisition of WMFC had occurred at
the beginning of 2004 and 2003. The pro forma information includes adjustments for the
amortization of intangibles arising from the transaction, the elimination of acquisition
related expenses, and the related income tax effects. WMFC has been included in the
results since March 15, 2004. The pro forma financial information is not necessarily
indicative of the results of operations as they would have been had the transactions been
effected on the assumed dates.

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

11

---



# Item 2 
Managements Discussion and Analysis of Financial Condition and Results of Operations

# Results of Operations

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

As indicated in the income
statement, earnings for the three months ended September 30, 2004 were $856,000 compared
to $1,167,000 for the same period in 2003. Year to date earnings for the first nine months
of 2004 were $2,498,000 compared to $2,898,000 for the same period in 2003. Earnings
decreased in the third quarter of 2004 due to lower noninterest income and higher
noninterest expense. The most significant increase in net interest income is due to the
Corporation completing the acquisition of West Michigan Financial Corporation
(WMFC) on March 15, 2004. Also net interest income did increase in the other
two subsidiaries due to higher loan and security balances during the first nine months of
2004 compared with the same period in 2003. WMFC experienced operating losses in 2002 and
2003. The company has operated profitably during the first nine months of 2004 prior to
and after the acquisition by Fentura Financial. Carrying costs associated with the Trust
Preferred Securities issued in connection with the acquisition, coupled with legal,
accounting and consulting acquisition expenses more than offset the income contribution of
West Michigan Community Bank since the date of acquisition. The Corporation continues to
focus on core banking activities and new opportunities in current and surrounding markets.

Net income per share  basic
was $0.45 in the third quarter of 2004 compared to $0.62 net income per share  basic
for the same period in 2003. Net income per share  basic was $1.33 and diluted was
$1.32 in the first nine months of 2004 compared to $1.54 for net income  basic and
diluted was $1.53 for the same period in 2003.

# Net Interest Income

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

|Table 1                            | NINE MONTHS ENDED
    SEPTEMBER 30,
2004 COMPARED TO 2003
 INCREASE (DECREASE)
       DUE TO:
|---------------------------------- | ---------------------------------------------------------------------------------------------
|                                   |                                                                                              
|                                   |                                                                                              
|                                  
|TAXABLE SECURITIES                 |                                                                                              
|TAX-EXEMPT SECURITIES              |                                                                                              
|FEDERAL FUNDS SOLD                 |                                                                                              
|                                   |                                                                                              
|TOTAL LOANS                        |                                                                                              
|LOANS HELD FOR SALE                |                                                                                              
|                                   |                                                                                              
|TOTAL EARNING ASSETS               |                                                                                              
|                                   |                                                                                              
|INTEREST BEARING DEMAND DEPOSITS   |                                                                                              
|SAVINGS DEPOSITS                   |                                                                                              
|TIME CD'S $100,000 AND OVER        |                                                                                              
|OTHER TIME DEPOSITS                |                                                                                              
|OTHER BORROWINGS                   |                                                                                              
|                                   |                                                                                              
|TOTAL INTEREST BEARING LIABILITIES |                                                                                              
|                                   |                                                                                              
|NET INTEREST INCOME                |                                                                                              
|                                   |                                                                                              

12

---



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

# Net interest income
(displayed with consideration of full tax equivalency), average balance sheet amounts,
and the corresponding yields for the three months ended September 30, 2004 and 2003 are
shown in Table 2. Actual net interest income for the nine months ended September 30, 2004
was $13,020,000, an increase of $3,020,000, or 23.2%, over the same period in 2003. The
primary factor contributing to the net interest income increase was the addition of West
Michigan Community Bank, which increased net interest income $2,478,000. Higher interest
income also resulted in part from an increase in loan and investment income resulting
from higher balances carried at the Corporations other subsidiary banks during the
first nine months of 2004 compared to the same period in 2003. However, the increased
volume was at a lower spread and as a result the net interest margin declined during the
2004 period.

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

# As indicated in Table 2,
for the nine months ended September 30, 2004, the Corporations net interest margin
(with consideration of full tax equivalency) was 3.60% compared with 4.02% for the same
period in 2003. This decline is attributable to the impact of an increase in volume at a
lower spread, which helped increase net interest income but decreased the net interest
margin. The Corporations net interest margin has increased during the last three
months with the Federal Reserve increasing interest rates during the third quarter of
2004.

# Average earning assets
increased 45.1% or approximately $150,144,000, of which $95,160,000 was attributable to
West Michigan Community Bank, comparing the first nine months of 2004 to the same time
period in 2003. Loans, the highest yielding component of earning assets, represented
72.9% of earning assets in 2004 compared to 70.0% in 2003. Average interest bearing
liabilities increased 53.0% or $145,482,000, of which $71,719,000 was attributable to
West Michigan Community Bank, comparing the first nine months of 2004 to the same time
period in 2003. Non-interest bearing deposits amounted to 15.1% of average earning assets
in the first nine months of 2004 compared with 15.5% in the same time period of 2003.

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

13

---



|Table 2                                    | NINE MONTHS ENDED SEPTEMBER 30,
|------------------------------------------ | -------------------------------
|                                           |                                
|                                           |                                
|Securities:                                |                                
|U.S. Treasury and Government Agencies      |                                
|State and Political (1)                    |                                
|Other                                      |                                
|                                           |                                
|Total Securities                           |                                
|Fed Funds Sold                             |                                
|Loans:                                     |                                
|Commercial                                 |                                
|Tax Free (1)                               |                                
|Real Estate-Mortgage                       |                                
|Consumer                                   |                                
|                                           |                                
|Total loans                                |                                
|Allowance for Loan Losses                  |                                
|Net Loans                                  |                                
|                                           |                                
|Loans Held for Sale                        |                                
|                                           |                                
|TOTAL EARNING ASSETS                       |                                
|                                           |                                
|Cash Due from Banks                        |                                
|All Other Assets                           |                                
|                                           |                                
|TOTAL ASSETS                               |                                
|                                           |                                
|LIABILITIES & SHAREHOLDERS' EQUITY:        |                                
|Deposits:                                  |                                
|Interest bearing - DDA                     |                                
|Savings Deposits                           |                                
|Time CD's $100,000 and Over                |                                
|Other Time CD's                            |                                
|                                           |                                
|Total Deposits                             |                                
|Other Borrowings                           |                                
|                                           |                                
|INTEREST BEARING LIABILITIES               |                                
|                                           |                                
|Non-Interest bearing - DDA                 |                                
|All Other Liabilities                      |                                
|Shareholders' Equity                       |                                
|                                           |                                
|TOTAL LIABILITIES & SHAREHOLDERS'   EQUITY |                                
|                                           |                                
|Net Interest Rate Spread                   |                                
|                                           |                                
|Net Interest Income /Margin                |                                
|                                           |                                

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

14

---



|Table 3                                    | THREE MONTHS ENDED SEPTEMBER 30,
|------------------------------------------ | --------------------------------
|                                           |                                 
|                                           |                                 
|Securities:                                |                                 
|U.S. Treasury and Government Agencies      |                                 
|State and Political (1)                    |                                 
|Other                                      |                                 
|                                           |                                 
|Total Securities                           |                                 
|Fed Funds Sold                             |                                 
|Loans:                                     |                                 
|Commercial                                 |                                 
|Tax Free (1)                               |                                 
|Real Estate-Mortgage                       |                                 
|Consumer                                   |                                 
|                                           |                                 
|Total loans                                |                                 
|Allowance for Loan Losses                  |                                 
|Net Loans                                  |                                 
|                                           |                                 
|Loans Held for Sale                        |                                 
|                                           |                                 
|TOTAL EARNING ASSETS                       |                                 
|                                           |                                 
|Cash Due from Banks                        |                                 
|All Other Assets                           |                                 
|                                           |                                 
|TOTAL ASSETS                               |                                 
|                                           |                                 
|LIABILITIES & SHAREHOLDERS' EQUITY:        |                                 
|Deposits:                                  |                                 
|Interest bearing - DDA                     |                                 
|Savings Deposits                           |                                 
|Time CD's $100,000 and Over                |                                 
|Other Time CD's                            |                                 
|                                           |                                 
|Total Deposits                             |                                 
|Other Borrowings                           |                                 
|                                           |                                 
|INTEREST BEARING LIABILITIES               |                                 
|                                           |                                 
|Non-Interest bearing - DDA                 |                                 
|All Other Liabilities                      |                                 
|Shareholders' Equity                       |                                 
|                                           |                                 
|TOTAL LIABILITIES &   SHAREHOLDERS' EQUITY |                                 
|                                           |                                 
|Net Interest Rate Spread                   |                                 
|                                           |                                 
|Net Interest Income /Margin                |                                 
|                                           |                                 

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

15

---



ALLOWANCE AND PROVISION
FOR LOAN LOSSES

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

# The allowance for loan
losses (ALL)reflects managements judgment as to the level considered
appropriate to absorb probable losses in the loan portfolio. Fenturas subsidiary
banksmethodology in determining the adequacy of the ALLrelies on several
key elements. These include specific allowances for identified problem loans and a
formula-based risk allocated allowance for the reminder of the portfolio. This involves a
review of individual loans, historical loss experience, current economic conditions,
portfolio trends and other pertinent factors. The amount of the provision for loan losses
is based on our review of the historical credit loss experience and factors that, in our
judgment, deserve consideration under existing economic conditions in estimating probable
credit losses. While management considers the allowance for loan losses to be adequate
based on information currently available, future adjustments to the allowance may be
necessary due to changes in economic conditions, delinquencies or loss rates. At
September 30, 2004, the ALLwas $5,173,000, or 1.31% of total loans. This compares
with $3,414,000, or 1.35%, at December 31, 2003. The decrease of the ALLas a
percentage of total loans reflects a small increase in the allowance for loan losses and
a large increase in total loans. The increase of $1.9 million in allowance for loan
losses is due to the acquisition of the West Michigan Community Bank allowance of $1.2
million and the rest of the increase is due to loan growth in the Corporations
other subsidiary banks. Management believes that the allowance to gross loans percentage
is appropriate given identified risk in the loan portfolio based on asset quality.

# Table 4 also summarizes
loan losses and recoveries for the first nine months of 2004 and 2003. During the first
nine months of 2004 the Corporation experienced net charge-offs of $419,000 or .11% of
loans (annualized) compared with net charge-offs of $1,026,000 or .43% in the first nine
months of 2003. The reduction in net charge-offs, relates to the charge-off in 2003 of
one large commercial credit of $846,000. The provision for loan losses was $1,019,000 in
the first nine months of 2004 and $1,086,000 for the same time period in 2003. The
reduction is due to better loan quality in all of the Corporations subsidiaries loan
portfolios.

|Table 4 | ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
|------- | -----------------------------------------

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

16

---



# NON-INTEREST INCOME

# Non-interest income
decreased during the nine months ended September 30, 2004 as compared to the same period
in 2003, primarily due to the decrease in gain on sale of mortgages and gains taken on
securities and fixed assets in 2003. Overall non-interest income was $5,139,000 for the
nine months ended September 30, 2004 compared to $5,435,000 for the same period in 2003.
These figures represent a decrease of 5.4%. Non-interest income declined 6.1% in the
third quarter of 2004 compared to the same period in 2003. The income statement provides
a detailed breakdown of the components of non-interest income.

# The most significant
category of non-interest income is service charges on deposit accounts. These fees were
$2,847,000 in the first nine months of 2004 compared to $2,706,000 for the same period of
2003. This represents an increase of 5.2%. In the third quarter of 2004 services charges
increased 3.2% over the same period in 2003. Increases are attributable to a full two
quarters of service charges from West Michigan Community Bank of $178,000.

# Gains on the sale of
mortgage loans originated by the Banks and sold in the secondary market were $365,000 in
the nine months ended September 30, 2004 and $1,161,000 in the same period in 2003. In
the third quarter of 2004 gain on the sale of mortgages decreased 66.8% over the same
period in 2003. The decline resulted from the decline in residential mortgage refinance
activity and lower new loan volumes due to the higher interest rates compared to the
historically low market interest rates during the first nine months of 2003. The addition
of West Michigan Community Bank did not materially affect the decline in gain on sale of
mortgage loans.

# Trust income increased
$330,000 (88.5%) in the first nine months of 2004 compared to the same period in the
prior year. In the third quarter of 2004 trust fees increased $114,000 compared with the
same period in 2003. The increase in fees is attributable to a full two quarters of trust
income from West Michigan Community Bank of $275,000.

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

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

# Other operating income
increased $263,000 (27.3%) to $1,226,000 in the first nine months of 2004 compared to
$963,000 in the same time period in 2003. In the third quarter of 2004 other operating
income decreased 0.2% over the same period in 2003. Other operating income increased due
to the gain of $79,000 resulting from the surrender of insurance related to a terminated
benefit plan, an insurance claim for damage to other real estate property in one of the
Bank subsidiaries, increased cash surrender value of life insurance, an the increase in
debit and ATM income and West Michigan Community Bank other operating income of $87,000.

17

---



# Non-Interest Expense

# Total non-interest
expense increased 32.9% to $13,412,000 in the nine months ended September 30, 2004,
compared with $10,093,000 in the same period of 2003. In the third quarter of 2004 total
non-interest expenses were $4,825,000 compared to $3,425,000 in the same quarter of 2003.
This increase was largely attributable to an increase in salaries and benefits expense,
occupancy expenses and other operating expenses.

# Salary and benefit
costs, Fenturas largest non-interest expense category, were $7,332,000 in the first
nine months of 2004, compared with $5,416,000, or an increase of 35.4%, for the same time
period in 2003. In the third quarter of 2004 salary and benefit costs were $2,675,000
compared with $1,818,000, or an increase of 47.1% for the same quarter in 2003. Increased
costs were primarily a result of the addition of two full quarters of salaries for West
Michigan Community Bank totaling $681,000. A modest salary increase for employees and an
increase in employee benefit costs and modest staffing increases also affected salary and
benefit costs in both quarters.

# Occupancy expenses at
$1,193,000 increased in the nine months ended September 30, 2004 compared to the same
period in 2003 by $357,000 or 42.7%. Occupancy expenses increased 54.5% in the third
quarter of 2004 compared to 2003. The increases were attributable to increases in
facility repairs, an increase in rent due to the opening of the Grand Blanc executive
office in November of 2003, maintenance contracts expense and two full quarters of
occupancy expenses for West Michigan Community Bank, which totaled $106,000.

# During the nine months
ended September 30, 2004 furniture and equipment expenses were $1,559,000 compared to
$1,088,000 for the same period in 2003, an increase of 43.3%. In the third quarter of
2004 furniture and equipment expenses increased 56.7% from the third quarter of 2003. The
increases in expenses were attributable to increases in equipment maintenance contracts,
equipment depreciation and two full quarters of furniture and equipment expenses for West
Michigan Community Bank, which totaled $131,000.

# Loan and collection
expenses, at $240,000, were up $27,000 during the nine months ended September 30, 2004
compared to the same time period in 2003. In the third quarter loan and collection
expense decreased 20.0% compared to the third quarter of 2003. The decrease was primarily
attributable to stronger loan quality throughout the organization including West Michigan
Community Bank.

# Advertising expenses
were $386,000 in the nine months ended September 30, 2004, up 43.0% compared with
$270,000 for the same period in 2003. Advertising expenses increased 54.2% in the third
quarter of 2004 compared to the same quarter in 2003. The increases were primarily due to
the addition of West Michigan Community Bank to the Fentura Financial family, which
increased the advertising expense by $45,000.

# Other operating expenses
were $2,702,000 in the nine months ended September 30, 2004 compared to $2,270,000 in the
same time period in 2003, an increase of $432,000 or 19.0%. Other operating expenses were
$969,000 in the third quarter of 2004 compared to $814,000 in the same period of 2003.
The increases were primarily attributable to the costs for two full quarters of West
Michigan Community Bank expenses, the majority of which were for outside services and
consulting.

18

---



Financial Condition

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

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

The Corporations total
assets were $593 million at September 30, 2004 compared to December 31, 2003 total assets
of $420 million. Loans comprised 66.5% of total assets at September 30, 2004 compared to
60.3% at December 31, 2003. Loans grew $141.3 million for the Corporation with $97.3
million due to the acquisition of West Michigan Financial Corporation. The loans for the
other two subsidiary banks grew $40.6 million with commercial loans and real estate-
construction loans leading the advance. The ratio of non-interest bearing deposits to
total deposits was 16.5% at September 30, 2004 compared to 16.8% at December 31, 2003.
Interest bearing deposit liabilities totaled $422 million at September 30, 2004 compared
to $290 million at December 31, 2003. Total deposits increased $156.5 million with
non-interest bearing demand deposits increasing $24.6 million and interest bearing
deposits increasing $131.9 million due to the acquisition of West Michigan Financial
Corporation. Short-term borrowings decreased $687,000 due to the decrease in TT&L.
FHLB advance balances increased $18.0 million during the period due to the acquisition of
West Michigan Financial Corporation. Repurchase agreement balances deceased during the
period by $2.5 million. Repurchase agreements are instruments with deposit type
characteristics, which are secured by bank securities. The repurchase agreements were
leveraged against securities to increase net interest income.

Bank premises and equipment
increased $4.4 million to $14.0 million at September 30, 2004 compared to $9.6 million at
December 31, 2003. The increase was due to the acquisition of West Michigan Financial
Corporation. The other bank subsidiaries fixed assets declined due to depreciation
expense.

# NON-PERFORMING ASSETS

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

Non-performing assets increased at
September 30, 2004 compared to December 31, 2003. The level of non-performing loans
increased as compared to December 31, 2003 primarily due to the increase in non-accrual
loans. Non-accrual loans include a $970,000 real estate secured commercial credit.
Renegotiated loans were reduced significantly due to reclassification of a real estate
secured loan to REO-in-Redemption.

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

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

19

---



|Table 5Non-Performing Assets and Past Due Loans | September 30,2004 | December 31,2003
|----------------------------------------------- | ----------------- | ----------------
|                                                |                   |                 
|Non-Performing Loans:                           |                   |                 
|Loans Past Due 90 Days or More & Still          |                   |                 
|Accruing                                        |                   |                 
|Non-Accrual Loans                               |                   |                 
|Renegotiated Loans                              |                   |                 
|                                                |                   |                 
|Total Non-Performing Loans                      |                   |                 
|                                                |                   |                 
|Other Non-Performing Assets:                    |                   |                 
|Other Real Estate                               |                   |                 
|REO in Redemption                               |                   |                 
|Other Non-Performing  Assets                    |                   |                 
|                                                |                   |                 
|Total Other Non-Performing Assets               |                   |                 
|                                                |                   |                 
|Total Non-Performing Assets                     |                   |                 
|                                                |                   |                 
|Non-Performing Loans as a % of                  |                   |                 
|Total Loans                                     |                   |                 
|Allowance for Loan Losses as a % of             |                   |                 
|Non-Performing Loans                            |                   |                 
|Accruing Loans Past Due 90 Days or              |                   |                 
|More to Total Loans                             |                   |                 
|Non-performing Assets as a % of                 |                   |                 
|Total Assets                                    |                   |                 

# LIQUIDITY AND INTEREST
RATE RISK MANAGEMENT

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

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

# Primary liquidity is
provided through short-term investments or borrowings (including federal funds sold and
purchased) while the securities portfolio provides secondary liquidity. The securities
portfolio has decreased $1.3 million due to the higher loan demand in the bank
subsidiaries. The Corporation has decided to invest the excess funds in the security or
loan portfolio to increase yield and income versus keeping the excess funds in federal
funds sold at a lower yield. As of September 30, 2004 federal funds sold represented less
than 3 percent of total assets, which is up 2.08% from December 31, 2003. The Corporation
regularly monitors liquidity to ensure adequate cash flows to cover unanticipated
reductions in the availability of funding sources.

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

20

---



# CAPITAL MANAGEMENT

# Total shareholders equity
increased 2.8% to $42,020,000 at September 30, 2004 compared with $40,882,000 at December
31, 2003. The Corporations equity to asset ratio was 7.1% at September 30, 2004 and
9.7% at December 31, 2003. The increase in the amount of capital resulted primarily from
net income minus the dividends paid during the first nine months of the year.

# As indicated on the
balance sheet at December 31, 2003 the Corporation had an accumulated other comprehensive
loss of $125,000 compared to an accumulated other comprehensive loss at September 30,
2004 of $373,000. The decline to a further loss position is attributable to the
fluctuation of the market price of securities held in the available for sale portfolio.

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

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

# Regulatory Capital
Requirements

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

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

# Table 7

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

21

---



# ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURE ABOUT MARKET RISK

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

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

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

# INTEREST RATE
SENSITIVITY MANAGEMENT

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

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

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

22

---



|Table 8 | GAP ANALYSIS SEPTEMBER 30, 2004
|------- | -------------------------------

|(000's Omitted)                     | Within
Three 
Months | Three  
Months to
One Year | One to
 Five 
 Years | After
Five
Years | Total
|----------------------------------- | -------------------- | -------------------------- | -------------------- | ---------------- | -----
|                                    |                      |                           
|Earning Assets:                     |                      |                            |                      |                  |      
|Federal Funds Sold                  |                      |                            | $                    | 17,500           |      
|Securities                          |                      |                            |                      | 17,739           |      
|Loans                               |                      |                            |                      | 236,542          |      
|Loans Held for Sale                 |                      |                            |                      | 497              |      
|FHLB Stock                          |                      |                            |                      | 2,219            |      
|                                    |                      |                           
|Total Earning Assets                |                      |                            | $                    | 274,497          |      
|                                    |                      |                           
|                                    |                      |                           
|Interest Bearing Liabilities:       |                      |                           
|Interest Bearing Demand Deposits    |                      |                            | $                    | 123,642          |      
|Savings Deposits                    |                      |                            |                      | 154,562          |      
|Time Deposits Less than $100,000    |                      |                            |                      | 14,637           |      
|Time Deposits Greater than $100,000 |                      |                            |                      | 21,378           |      
|Short term borrowings               |                      |                            |                      | 2,762            |      
|Other Borrowings                    |                      |                            |                      | 4,000            |      
|Repurchase agreements               |                      |                            |                      | 0                |      
|Subordinated debentures             |                      |                            |                      | 12,000           |      
|                                    |                      |                           
|Total Interest Bearing Liabilities  |                      |                            | $                    | 332,981          |      
|                                    |                      |                           
|Interest Rate Sensitivity GAP       |                      |                            |                      | ($ 54,484        | )    
|Cumulative Interest Rate            |                      |                           
|Sensitivity GAP                     |                      |                            |                      | ($ 54,484        | )    
|Interest Rate Sensitivity GAP Ratio |                      |                            |                      | (0.82            | )    
|Cumulative Interest Rate            |                      |                           
|Sensitivity GAP Ratio               |                      |                            |                      | (0.82            | )    

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

23

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# FORWARD LOOKING
STATEMENTS

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

# ITEM 4: CONTROLS AND
PROCEDURES

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

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

24

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# PART II  OTHER
INFORMATION

Item 1.       Legal
Proceedings.  None

Item 2.       Unregistered
Sales of Equity Securities and Use of Proceeds.  None

Item 3.       Defaults Upon
Senior Securities.  None

Item 4.       Submission of
Matters to a Vote of Securities Holders.  None

Item 5.       Other
Information.  None

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

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

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

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

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

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

---



# Signatures

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

|Date   November 11, 2004Date   November 11, 2004 |  | Fentura Financial, Inc.By: /s/ Donald L. Grill      
      Donald L. Grill      President & CEOBy: /s/ Douglas J. Kelley      
      Douglas J. Kelley      Chief Financial Officer
|------------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

26

---



# EXHIBIT INDEX

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

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

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

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

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

27

---



# Exhibit 31.1

# I, Donald L. Grill,
certify that:

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

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

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

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

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

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

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

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

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

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

# Dated: November 11, 2004

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

28

---



# Exhibit 31.2

# I, Douglas J. Kelley,
certify that:

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

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

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

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

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

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

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

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

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

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

# Dated: November 11, 2004

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

29

---



# Exhibit 32.1

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

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

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

# Dated: November 11, 2004

| |  | /s/ Donald L. Grill

Donald L. GrillChief Executive Officer
| |  | -------------------------------------------------------------------------

30

---



# Exhibit 32.2

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

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

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

# Dated: November 11, 2004

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

31