8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported) February 4, 2011

Fentura Financial, Inc.

(Exact name of registrant as specified in its charter)

Michigan
(State or other jurisdiction of incorporation)

0-23550	38-2806518
(Commission File Number)	(IRS Employer Identification No.)

175 North Leroy Street P.O. Box 725 Fenton, Michigan	48430-0725
(Address of Principal Executive Offices)	(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

Item 8.01 Other Events.

     As contemplated in Fentura’s Form 8-K filed on January 26, 2011, Fentura closed on its Stock Purchase Agreement with investors affiliated with Northstar Financial, Inc. headquartered in Bad Axe, Michigan on January 31, 2011. Fentura’s announcement with respect to the closing is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Please refer to Fentura’s previously filed Form 8-Ks dated April 28, 2010 and January 26, 2011 for additional information.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number
	99.1	Fentura Financial, Inc. Announcement

SIGNATURES

     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 hereunto duly authorized.

FENTURA FINANCIAL, INC. (Registrant)
By:	/s/Donald L. Grill
	Donald L. Grill, President and Chief Executive
	Officer

Dated: February 4, 2011

EXHIBIT INDEX

Exhibit Number
	99.1	Fentura Financial, Inc. Announcement

EX-99.1

Exhibit 99.1

WEST MICHIGAN COMMUNITY BANK DIVESTITURE COMPLETED

On April 28, 2010, Fentura Financial, Inc. announced that it had entered into an agreement to sell West Michigan Community Bank to a private investor group. The filed Definitive Agreement was formally amended on January 20, 2011, and called for an increase of the required ALLL and an exchange of certain loans and other real estate as an alternative to the original agreement.

As projected in the January 26, 2011, Fentura Financial, Inc. filing, the sale was completed on January 31, 2011. The sale of West Michigan Community Bank is anticipated to improve pro forma Tier 1 leverage capital ratio of Fentura Financial, Inc. by 36% to 6.7%. Similarly, pro forma total risk based capital is anticipated to improve by 30% to approximately 10.2%. Additionally, it is expected that proceeds from the closing and the future liquidation of non-performing assets acquired by the Corporation will be utilized to strengthen the capital position of The State Bank and for other general corporate purposes.