UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

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

Date of Report: December 15, 2004

FENTURA FINANCIAL, INC.
(Exact Name of Registrant as Specified in Charter)

Michigan
(State or Other Jurisdiction
of Incorporation)

175 North Leroy Street
P.O. Box 725
Fenton, Michigan
(Address of principal executive office) 000-23550
(Commission
File Number) 38-2806518
(IRS Employer
Identification No.)



48430-0725
(Zip Code)

Registrant’s telephone number, including area code: (989) 463-3131

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[__] Written communications pursuant to Rule 425 under the Section Act (17 CFR 230.425)

[__] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

[__] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)).

[__] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Section 7.01 Regulation FD

        On December 15, 2004, Fentura Financial, Inc. issued a press release announcing a 24-cent per share dividend for shareholders of record which will be paid January 21, 2005 to shareholders of record as of January 17, 2005.

Section 9.01 Financial Statements and Exhibits

      (c)   Exhibit

               99.1        Press Release Dated December 15, 2004.

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: December 16, 2004 FENTURA FINANCIAL, INC.
(Registrant)


By: /s/ Donald L. Grill
      ——————————————
      Donald L. Grill
      President and Chief Executive Officer

EXHIBIT INDEX

      99.1   Press Release Dated December 15, 2004

EXHIBIT 99.1

Fentura Financial, Inc.
P.O. Box 725
Fenton, MI 48430-0725

Contact:	Ronald L. Justice The State Bank (810) 714-3985
December 15, 2004

For Immediate Release

FENTURA FINANCIAL, INC. ANNOUNCES QUARTERLY DIVIDEND

The Board of Directors of Fentura Financial, Inc. has announced a 24-cent per share dividend for shareholders of record as of January 17, 2005, and payable January 21, 2005.

Fentura is a bank holding company headquartered in Fenton, Michigan. Subsidiary banks include The State Bank headquartered in Fenton with offices serving Fenton, Linden, Holly, Grand Blanc and Brighton; Davison State Bank with two offices servicing the Davison area and West Michigan Community Bank headquartered in Hudsonville with offices serving Hudsonville, Holland and Jenison. Fentura Financial, Inc. shares are traded over the counter under the FETM trading symbol.

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