8-K

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: July 22, 2005

FENTURA FINANCIAL, INC.
(Exact Name of Registrant as Specified in 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: (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 2.02    Results of Operations and Financial Conditions

On July 22, 2005 Fentura Financial, Inc. sent a second quarter report to their shareholders. A copy of that report is attached as Exhibit 99.1 to this Form 8-K.

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.

Section 9.01    Financial Statements and Exhibits

      (c)    Exhibit

                99.1   Report to Shareholders for Second Quarter 2005.

2

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:   July 22, 2005 FENTURA FINANCIAL, INC.
(Registrant)


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

3

EXHIBIT INDEX

      99.1    Report to Shareholders for Second Quarter 2005

4

EX-99

EXHIBIT 99.1

Second Quarter
Report to
Shareholders

June 30, 2005

Letter to Shareholders

I am pleased to report earnings for the second quarter of 2005 totaled $1,293,000 or $0.68 per diluted share which represents an increase of 57.5% over the $821,000 or $0.44 per diluted share reported for the same quarter of 2004. The strong financial performance reflects continued growth and financial improvement of the newest subsidiary, West Michigan Community Bank, solid financial performance at Davison State Bank and The State Bank and substantial improvement in the net interest margins at all three banks.

        Year-to-date earnings totaled $2,446,000 or $1.29 per diluted share, a 48.9% increase over the $1,643,000 or $0.87 per diluted share reported for the first half of 2004. During this period, Fentura achieved net interest income of $11,077,000 an increase of 38.6% over the $7,993,000 reported in the first half of 2004. Interest income from continued strong commercial and mortgage loan growth at The State Bank and Davison State Bank as well as the addition and improvement of net interest income from West Michigan Community Bank, accounts for the increase.

        Total assets increased 7.4% from the $559,501,000 reported at June 30, 2004 to $601,270,000 at June 30, 2005. Asset increases were driven principally by a 10.6% increase in total loans and specifically, a substantial $33,597,000 increase in commercial loans and a $7,117,000 increase in real estate and construction loans. Total stockholder’s equity increased $4,376,000 from the $40,300,000 reported at June 30, 2004 to $44,676,000 at June 30, 2005. Return on average equity increased 42.9%, to 11.3% for the six months ended June 30, 2005 compared to the same time period in 2004.

        Our subsidiary banks continue to achieve substantial progress and improvement in both growth and profitability. Both banks have been able to improve their asset yields while increasing their market share of commercial and commercial mortgage loans. Additionally, all three banks have effectively managed funding costs in light of the competitive interest rate environment.

        It is with a great deal of sadness that I inform you of the passing of Robert Dery. Bob was a longtime shareholder, and former director and chairman of both Fentura Financial, Inc. and The State Bank. He was an advisor and friend, and he will be missed greatly.

As always, I want to thank you for your continued support of Fentura Financial, Inc., Davison State Bank, West Michigan Community Bank and The State Bank.

Donald L. Grill
President & CEO

Consolidated Statements of Income
Three Months Ended June 30
(Unaudited)

(000's omitted except per share data)

	2005		2004
INTEREST INCOME
Interest and fees on loans	$	7,226	$	5,566
Interest and dividends on securities:
Taxable		811		751
Tax-exempt		233		183
Interest on short-term securities		8		12
Total interest income		8,278		6,512
INTEREST EXPENSE
Deposits		2,111		1,792
Borrowings		479		290
Total interest expense		2,590		2,082
NET INTEREST INCOME		5,688		4,430
Provision for Loan Losses		329		363
Net interest income after
provision for loan losses		5,359		4,067
NON INTEREST INCOME
Service charges on deposit accounts		879		973
Trust income		294		292
Gain on sale of loans		166		145
Other operating income		427		421
Gain (loss) on sale of securities		1		-
		1,767		1,831
NON-INTEREST EXPENSE
Salaries And Benefits		3,003		2,581
Occupancy of bank premises		420		426
Equipment expense		536		574
Other operating expenses		1,339		1,210
Total non interest expense		5,298		4,791
Net income before taxes		1,828		1,107
Federal income taxes		535		286
NET INCOME	$	1,293	$	821
Per share amounts:
Net income - basic	$	0.68	$	0.44
Net income - diluted	$	0.68	$	0.43

Consolidated Statements of Income
Six Months Ended June 30
(Unaudited)

(000‘s omitted except per share data)

	2005			2004
INTEREST INCOME
Interest and fees on loans	$	13,767		$	9,830
Interest and dividends on securities:
Taxable		1,663			1,575
Tax-exempt		477			343
Interest on short-term securities		18			21
Total interest income		15,925			11,769
INTEREST EXPENSE
Deposits		3,911			3,214
Borrowings		937			562
Total interest expense		4,848			3,776
NET INTEREST INCOME		11,077			7,993
Provision for Loan Losses		598			636
Net interest income after
provision for loan losses		10,479			7,357
NON INTEREST INCOME
Service charges on deposit accounts		1,664			1,852
Trust income		588			450
Gain on sale of loans		348			242
Other operating income		864			902
Gain (loss) on sale of securities		(110	)		(2	)
Total noninterest income		3,354			3,444
NON-INTEREST EXPENSE
Salaries And Benefits		5,967			4,657
Occupancy of bank premises		884			769
Equipment expense		1,080			987
Other operating expenses		2,461			2,175
Total non interest expense		10,392			8,588
Net income before taxes		3,441			2,213
Federal income taxes		995			570
NET INCOME	$	2,446		$	1,643
Per share amounts:
Net income - basic	$	1.29		$	0.87
Net income - diluted	$	1.29		$	0.87

Consolidated Statements of Condition
June 30
(Unaudited)

(000's omitted except per share data)

	2005			2004
ASSETS
Cash and due from banks	$	21,799		$	23,566
Federal funds sold		550			5,300
Total cash and cash equivalents		22,349			28,866
Securities available for sale, at fair value		99,910			100,405
Securities held to maturity
(fair value of $18,527 at June 30, 2005 and
$113,727 at June 30, 2004)		18,607			13,661
Total securities		118,517			114,066
Loans held for sale		3,722			1,044
Commercial loans		312,481			278,884
Consumer loans		72,726			73,081
Real estate loan		37,605			30,488
Total loans		422,812			382,453
Less: Allowance for loan losses		(5,996	)		(4,917	)
Net loans		416,816			377,536
Bank premises and equipment		14,279			14,238
Accrued interest receivable		2,438			2,211
Other assets		23,149			21,940
Total assets	$	601,270		$	559,901
LIABILITIES
Non Interest bearing deposits	$	81,930		$	74,196
Interest bearing deposits		421,177			402,555
Total deposits		503,107			476,751
Short-term borrowings		7,650			16,527
Other borrowings		29,540			12,091
Subordinated debt		12,000			12,000
Accrued taxes, interest and other liabilities		4,297			2,232
Total liabilities		556,594			519,601
STOCKHOLDERS' EQUITY
Common stock - 1,898,382 issued
(1,883,647 in 2004)		33,467			32,875
Retained earnings		12,048			9,010
Accumulated other comprehensive income (loss)		(839	)		(1,585	)
Total stockholder's equity		44,676			40,300
Total liabilities and stockholders' equity	$	601,270		$	559,901

Financial Highlights
Six Months Ended June 30
Unaudited

(000‘s omitted)

	2005			2004			% Change
Net Income	$	2,446		$	1,643
Return on average total equity		11.30	%		7.91	%		48.87	%
Return on average assets		0.84	%		0.66	%		42.86	%
Net interest margin		4.17	%		3.53	%		27.27	%
Efficiency ratio		72.01	%		79.51	%		18.13	%
								-9.43	%
Per common share:
Net Income-basic	$	1.29		$	0.87			48.28	%
Net Income-diluted	$	1.29		$	0.87			48.28	%
Book value	$	23.53		$	21.39			10.00	%
Market price:
(last trade)	$	33.05		$	43.00			-23.14	%