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: April 20, 2006

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: (810) 629-2263

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 April 20, 2006, Fentura Financial, Inc. issued a press release announcing results for the first quarter of 2006. A copy of the press release 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

      (d)     Exhibit

                99.1     Press Release Dated April 20, 2006.

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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: April 20, 2006 FENTURA FINANCIAL, INC.
(Registrant)


By: /s/ Ronald L. Justice
     Ronald L. Justice
     Senior Vice President for Corporate Governance
         and Investor Relations

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EXHIBIT INDEX

      99.1     Press Release Dated April 20, 2006

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EX-99 2 fentura8k_042006-ex99.htm

EXHIBIT 99.1

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

Contact: Ronald L. Justice
SVP Corporate Governance
& Investor Relations
Fentura Financial, Inc.
(810) 714-3902


April 20, 2006

For Immediate Release

FENTURA FINANCIAL, INC. ANNOUNCES IMPROVED
FIRST QUARTER EARNINGS

        Fentura Financial, Inc. reported net income of $1,207,000 or $0.62 per diluted share for the three months ended March 31, 2006; an increase of 4.8% over the $1,152,000 or $0.61 per share reported for the same quarter 2005. According to CEO Donald L. Grill, “Our fine performance for the quarter reflects continued substantial growth in loans and deposits, our ability to maintain a strong net interest margin and continued improvement in the overall efficiency ratio”.

        For the quarter, net interest income increased $477,000 or 8.9% over the first quarter of 2005. Diligent product pricing at the affiliate banks caused the net interest margin to improve two basis points from 4.24% in 2005 to 4.26% in 2006. Earning asset levels at the subsidiary banks also improved slightly contributing to the overall improvement in net interest income.

        Non interest income increased 6.3% or $100,000 after adjusting for the loss on the sale of securities in 2005. The year to year gain was attributed principally to the increases in Trust and Investment income and in service charges on deposit accounts. Non interest expense increased $476,000 or 9.3% over the prior year. In addition to annual salary and benefit adjustments, a substantial portion of the increase was attributed both to higher first quarter 2006 incentive payouts and additional staff associated with a new office of The State Bank which will be opened during the second quarter. Total assets increased 6.0% from $589,116,000 to $624,320,000 driven principally by a 10.0% increase in total loans and a substantial 12.7% increase in commercial loans. Total deposits increased $59,731,000 or 12.6% and total stockholders equity increased $4,538,000 or 10.5%.

        Fentura Financial, Inc. 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 headquartered in Davison, Michigan with offices serving Davison and Goodrich; and West Michigan Community Bank headquartered in Hudsonville, Michigan with offices serving Hudsonville, Holland, Jenison, and Grandville. Fentura Financial, Inc. shares are traded over the counter under the FETM trading symbol.

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CAUTIONARY STATEMENT: This press release contains certain forward-looking statements that involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements concerning future growth in earning assets and net income. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including, but not limited to, economic, competitive, governmental and technological factors affecting the Company’s operations, markets, products, services, interest rates and fees for services. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Further information concerning our business, including additional factors that could materially affect our financial results, is included in our filings with the Securities and Exchange Commission.