SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 17, 2003

FENTURA FINANCIAL, INC.
(Exact name of registrant as specified in its charter)

Michigan (State or other jurisdiction of incorporation)	000-23550 (Commission File Number)	38-2806518 (IRS Employer Identification no.)
175 North Leroy Street P.O. Box 725 Fenton, Michigan (Address of principal executive office)		48430-0725 (Zip Code)
	Registrant's telephone number, including area code: (810) 629-2263

The purpose of this amendment is to file corrected versions of the exhibits. The exhibits previously filed inadvertently did not conform to the press release as issued and the report sent to the shareholders.

Item 7.         Financial Statements and Exhibits.

               Exhibit

               99.1     Press release dated October 17, 2003.

               99.2     Report to Shareholders dated October 17, 2003.

Item 12.         Results of Operations.

               On October 17, 2003, Fentura Financial, Inc. issued a press release announcing third quarter earnings. A copy of the press release is attached as Exhibit 99.1.

               On October 17, 2003, Fentura Financial, Inc. sent a third quarter report to their shareholders. A copy of that report is attached as Exhibit 99.2.

               The information in this Form 8-K and the attached Exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

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SIGNATURE

        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.

Dated:   October 22, 2003	FENTURA FINANCIAL, INC. (Registrant)
	By:	/s/ Donald L. Grill Name: Donald L. Grill Title:  President and Chief Operating Officer

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EXHIBIT INDEX

Exhibit 99.1	Press Release Dated October 17, 2003.
Exhibit 99.2	Report to Shareholders dated October 17, 2003

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EXHIBIT 99.1

FENTURA FINANCIAL, INC.
P.O. BOX 725
FENTON, MI 48430-0725

Contact: Donald L. Grill
The State Bank
(810) 714-3985

October 17, 2003

For Immediate Release

FENTURA FINANCIAL, INC. ANNOUNCES THIRD QUARTER 2003 RESULTS

        Fentura Financial, Inc. announced third quarter earnings of $1,167,000 or $0.68 per share, an increase of $240,000 or 25.9% over the $927,000 achieved during the third quarter of 2002. On a year-to-date basis, Fentura income of $2,898,000 or $1.69 per share reflects a 26.2% increase over the $2,296,000 achieved through the third quarter of 2002.

        The earnings increase for the quarter and on a year-to-date basis reflects continued improvement in net interest income and a substantial increase in non interest income. Deposit account revenue and gains from the sale of residential mortgage loans sold into the secondary market were the primary source for the improvement in non interest income for the quarter and on a year-to-date basis.

        At the September quarter end, total assets reached $424,890,000, an increase of $96,813,000 over the level reported at September 30, 2002. Non interest bearing deposits increased more than $10,000,000 while total deposits increased approximately $83,944,000. The total deposit increase included a $22,000,000 temporary municipal deposit which is not expected to remain with the bank long term. Total loans increased approximately $15,000,000 over the prior year with most of the growth occurring in the commercial loan portfolio. The remaining funding increase was allocated to the investment portfolios of the subsidiary banks.

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        Fentura Financial, Inc. is a financial holding company headquartered in Fenton, Michigan. Affiliates include The State Bank with offices serving Fenton, Linden, Holly and Grand Blanc; and Davison State Bank with offices serving the Davison area. Fentura Financial, Inc. shares are publicly traded “over the counter” under the “FETM” trading symbol.

# # #

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Letter to Shareholders

        I am pleased to report third quarter earnings of $1,167,000 or $0.68 per share, an increase of $240,000 or 25.9% over the $927,000 achieved during the third quarter of 2002. On a year-to-date basis, Fentura income of $2,898,000 or $1.69 per share reflects a 26% increase over the $2,296,000 achieved in the same quarter of 2002.

        The earnings increase for the quarter and on a year-to-date basis reflects continued improvement in net interest income and a substantial increase in non interest income. Deposit account revenue and gains from the sale of residential mortgage loans sold into the secondary market were the primary source for the improvement in non interest income for the quarter and on a year-to-date basis.

        At the September quarter end, total assets reached $424,890,000, an increase of $96,813,000 over the level reported at September 30, 2002. Non interest bearing deposits increased more than $10,000,000 while total deposits increased approximately $83,944,000. The total deposit increase included a $22,000,000 temporary municipal deposit which is not expected to remain with the bank long term. Total loans increased approximately $15,000,000 over the prior year with most of the growth occurring in the commercial loan portfolio. The remaining funding increase was allocated to the investment portfolios of the subsidiary banks.

        We are particularly pleased with the deposit growth achieved at both The State Bank and Davison State Bank during the past year. Surpassing $400,000,000 in total assets represented achievement of another major milestone for Fentura. Davison State Bank is rapidly approaching $50,000,000 in total assets and the two new Grand Blanc offices established by The State Bank are both surpassing original growth projections. Additionally, The State Bank plans to open a new Grand Blanc Loan Production Office during the forth quarter of 2003.

        We are optimistic about improving trends in the economy and our future performance as we proceed into the fourth quarter and move into 2004.

        As always, we appreciate your continued support of The State Bank, Davison State Bank and Fentura Financial, Inc.

Donald L. Grill
President and CEO

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Consolidated Statement of Income
Three Months Ended September 30
(Unaudited)

(000’s omitted)
INTEREST INCOME		2003		2002
Interest and fees on loans	$	3,925	$	4,024
Interest and dividends on securities:
Taxable		587		247
Tax-exempt		175		167
Interest on short-term securities		86		116
Total interest income		4,773		4,554
INTEREST EXPENSE
Deposits		1,368		1,375
Borrowings		81		25
Total interest expense		1,449		1,400
NET INTEREST INCOME		3,324		3,154
Provision for loan losses		122		107
Net interest income after
provision for loan losses		3,202		3,047
NONINTEREST INCOME
Service charges on deposit accounts		964		661
Trust income		140		147
Gain on sale of loans		373		270
Other operating income		330		311
Investment gains		-		-
		1,807		1,389
NONINTEREST EXPENSE
Salaries and benefits		1,818		1,665
Occupancy of bank premises		275		267
Equipment expense		365		376
Other operating expenses		967		794
Total non interest expense		3,425		3,102
NET INCOME BEFORE TAXES
		1,584		1,334
Applicable income taxes		417		407
NET INCOME	$	1,167	$	927
Per share amounts:
Net income - basic	$	0.68	$	0.53
Net income - diluted	$	0.68	$	0.53

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Consolidated Statement of Income
Nine Months Ended September 30
(Unaudited)

(000’s omitted)
INTEREST INCOME		2003		2002
Interest and fees on loans	$	11,827	$	11,909
Interest and dividends on securities:
Taxable		1,247		781
Tax-exempt		515		468
Interest on short-term securities		147		261
Total interest income		13,736		13,419
INTEREST EXPENSE
Deposits		3,957		4,259
Borrowings		131		75
Total interest expense		4,088		4,334
NET INTEREST INCOME		9,648		9,085
Provision for loan losses		1,086		209
Net interest income after
provision for loan losses		8,562		8,876
NONINTEREST INCOME
Service charges on deposit accounts		2,706		1,808
Trust income		373		426
Gain on sale of loans		1,161		562
Other operating income		1,164		817
Investment gains		31		-
		5,435		3,613
NONINTEREST EXPENSE
Salaries and benefits		5,416		4,979
Occupancy of bank premises		836		788
Equipment expense		1,088		1,122
Other operating expenses		2,753		2,334
Total non interest expense		10,093		9,223
NET INCOME BEFORE TAXES
		3,904		3,266
Applicable income taxes		1,006		970
NET INCOME	$	2,898	$	2,296
Per share amounts:
Net income - basic	$	1.69	$	1.32
Net income - diluted	$	1.69	$	1.32

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Consolidated Statement of Condition
September 30
Unaudited

(000’s omitted)
ASSETS		2003			2002
Cash and due from banks	$	18,989		$	18,707
Federal funds sold		25,250			25,900
Total cash and cash equivalents		44,239			44,607
Securities available for sale, at fair value		112,255			29,469
Securities held to maturity (fair value of $12,063 at Sept 30, 2003 and $13,059 at Sept. 30, 2002)		11,692			12,613
Total securities		123,947			42,082
Loans held for sale		2,174			3,477
Commercial loans		164,449			150,167
Consumer loans		54,486			59,445
Real estate loans		17,275			11,517
Total loans		236,210			221,129
Less: Allowance for loan losses		(3,244	)		(3,133	)
Net loans		232,966			217,996
Bank premises and equipment		9,271			9,310
Accrued interest receivable		1,845			1,597
Other assets		10,448			9,008
Total assets	$	424,890		$	328,077
LIABILITIES
NonInterest bearing deposits	$	57,791		$	47,087
Interest bearing deposits		309,603			236,363
Total deposits		367,394			283,450
Short-term borrowings		13,917			-
Other borrowings		11,108			2,628
Accrued taxes, interest and other liabilities		2,033			2,628
Total liabilities		384,452			288,702
STOCKHOLDERS’ EQUITY
Common stock - 1,705,374 issued (1,725,589 in 2002)		29,671			30,350
Retained earnings		10,711			8,776
Accumulated other comprehensive income		56			249
Total stockholders’ equity		40,438			39,375
Total liabilities and stockholder’s equity	$	424,890		$	328,077

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Financial Highlights
Six Months Ended September 30
Unaudited

(000's omitted)
	2003	2002	% Change
Net Income	$   2,898	$   2,296	26.22%
Return on average total equity	9.58%	7.81%	22.66%
Return on average assets	1.05%	0.99%	6.06%
Net interest margin	4.02%	4.50%	-10.67%
Efficiency ratio	66.92%	72.08%	-7.16%
Per common share:
Net Income basic	$1.69	$1.32	28.-3%
Net Income diluted	$1.69	$1.32	28.03%
Book value	$23.71	$22.82	3.90%
Market price (last trade)	$33.85	$32.00	5.87%

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