U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549
                  STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities  Exchange Act of 1934, Section
17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the
                         Investment Company Act of 1940


[ ]  Check  this  box if no  longer  subject  to  Section  16.  Form 4 or Form 5
obligations may continue. See Instruction 1(b)

1.   Name and Address of Reporting Person*
          Grill               Donald                 L.
          (Last)              (First)             (Middle)

          c/o Fentura Financial, Inc. 175 North Leroy Street P.O. Box 725
                              (Street)

          Fenton                MI                48430
          (City)              (State)             (Zip)

2.   Issuer Name and Ticker or Trading Symbol
     Fentura Financial, Inc. - FETM

3.   IRS or Social Security Number of Reporting Person (Voluntary)


4.   Statement for Month/Day/Year
     12/04/02

5.   If Amendment, Date of Original (Month/Day/Year)


6.   Relationship of Reporting Person(s) to Issuer (Check all applicable)

     _X__ Director                      ___ 10% Owner
     _X__ Officer (give title below)    ___ Other (specify below)
          -President and CEO

7.   Individual or Joint/Group Filing (Check applicable line)

     _X_  Form filed by One Reporting Person
     ___  Form filed by More than One Reporting Person

TABLE I - Non-Derivative Securities Acquired, Disposed of, or Benefically Owned

1.   Title of Security (Instr. 3)
        Common Stock

2.   Transaction Date (Month/Day/Year)
        12/04/02

2A.  Deemed Execution Date, if any (Month/Day/Year)


3.   Transaction Code (Instr. 8)
        Code      P
        V         -

4.   Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
        Amount        34
        (A) or (D)    (A)
        Price         32.56

5.   Amount of Securities  Beneficially  Owned Following  Reported  Transactions
     (Instr. 3 and 4)
        4,945

6.   Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
        (D)

7.   Nature of Indirect Beneficial Ownership (Instr. 4)



FORM 4 (continued)

 Table   II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
         (e.g., puts, calls, warrants, options, convertible securities)


1.   Title of Derivative Security (Instr. 3)


2.   Conversion or Exercise Price of Derivative Security


3.   Transaction Date (Month/Day/Year)


3A.  Deemed Execution Date, if any (Month/Day/Year)


4.   Transaction Code (Instr. 8)
          Code
          V

5.   Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3,
     4, and 5)
          (A)
          (D)

6.   Date Exercisable and Expiration Date (Month/Day/Year)
          Date Exercisable
          Expiration Date

7.   Title and Amount of Underlying Securities (Instr. 3 and 4)
          Title
          Amount or Number of Shares

8.   Price of Derivative Security (Instr. 5)


9.   Number of  Derivative  Securities  Beneficially  Owned  Following  Reported
     Transactions (Instr. 4)


10.  Ownership Form of Derivative Security: Direct (D) or Indirect (I)
     (Instr. 4)


11.  Nature of Indirect Beneficial Ownership (Instr. 4)




Explanation of Responses:


                                      /s/ Donald L. Johnson             12/06/02
                                     **Signature of Reporting Person        Date
                                     Donald L. Johnson for Donald L. Grill
                                     by Power of Attorney

Reminder:  Report on a separate line for each class of  securities  beneficially
owned directly or indirectly

*If the Form is filed by more than one Reporting Person, see Instruction 4(b)(v)

**Intentional  misstatements or omissions of facts  constitute  Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually  signed.  If
space provided is insufficient, see Instruction 6 for procedure.