8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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) May 30, 2008 (April 21, 2008)

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))

TABLE OF CONTENTS

Letter to Shareholders

Item 2.02 Results of Operations and Financial Condition.

     On April 21, 2008, Fentura Financial, Inc. issued a news release entitled “First Quarter 2008 Financial Performance Highlights” to report its preliminary financial results for the quarter ended March 31, 2008. A copy of the news release was furnished as Exhibit 99.1 to a report on Form 8-K filed by Fentura Financial on April 24, 2008. This report on Form 8-K/A amends the report on Form 8-K filed by Fentura Financial on April 24, 2008 in accordance with the letter to shareholders attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number
99.1	Letter to Shareholders

2

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: May 30, 2008

3

EXHIBIT INDEX

Exhibit Number
99.1	Letter to Shareholders

4

EX-99.1

EXHIBIT 99.1

SPECIAL LETTER TO SHAREHOLDERS

As you are aware, in recent years Fentura Financial, Inc. has invested in several newly formed Michigan banks. Typically, newly formed banks lose money for the first two or three years at which point they turn profitable by having achieved enough loan and deposit growth to support the overhead connected with their start up status.

Accordingly, each month, we analyze our minority investments in newly formed banks to determine the appropriate value to be used for financial reporting purposes. Following the submission of our first quarter report and prior to filing our SEC required Quarterly Report on form 10-Q, we learned new information about the deteriorating condition of one of these banks. It appears that the deteriorating condition of the bank is a permanent rather than temporary condition. As a result, we are required to reduce the carrying value of our investment by taking a charge to earnings which reflects the impaired value. Accordingly, we have reduced the value of our investment by $574,400 resulting in an additional $379,000 reduction to net-income for the first quarter of 2008. The revised first quarter income statement and balance sheet for Fentura Financial, Inc. is displayed on the reverse side of this letter.

Clearly, the challenges facing our industry and in particular Michigan banks, are daunting. We are continuing to investigate several strategic alternatives to strengthen our company as outlined in my prior letter.

If you have any specific questions, please do not hesitate to contact me.

Sincerely,

Donald L. Grill

President & CEO

5

Fentura Financial Inc.
Consolidated Statement of Condition
(000’s omitted except per share data)
Unaudited

	March 31,
	2008			2007
ASSETS
Cash and due from banks	$	19,314		$	17,236
Federal Funds Sold		2,700			6,100
Total cash and cash equivalents		22,014			23,336
Securities available for sale, at fair value		62,394			88,783
Securities held to maturity (fair value of $8,715 at March 31, 2008 and $10,403 at March 31, 2007)		8,682			10,441
Total securities		71,076			99,224
Loans held for sale		1,463			2,352
Commercial loans		314,065			298,338
Construction loans		60,709			64,973
Consumer loans		58,436			35,562
Real estate loans		38,321			60,953
Total loans		471,531			459,826
Less: Allowance for loan losses		(9,389	)		(6,962	)
Net loans		462,142			452,864
Bank premises and equipment		19,568			19,509
Accrued interest receivable		2,487			3,313
Bank-owned life insurance		7,087			6,875
Goodwill		7,955			7,955
Other assets		15,920			9,524
Total assets	$	609,712		$	624,952
LIABILITIES
Noninterest bearing deposits	$	71,574		$	77,790
Interest bearing deposits		451,896			453,559
Total deposits		523,470			531,349
Short-term borrowings		716			450
Other borrowings		19,031			21,052
Subordinated debt		14,000			14,000
Accrued taxes, interest and other liabilities		3,117			5,797
Total liabilities		560,334			572,648
STOCKHOLDERS’ EQUITY
Common stock - 2,171,681 issued (2,162,107 in 2007)		42,649			42,476
Retained earnings		6,860			10,524
Accumulated other comprehensive income (loss)		(131	)		(696	)
Total stockholders’ equity		49,378			52,304
Total liabilities and stockholders’ equity	$	609,712		$	624,952

Fentura Financial Inc.
Consolidated Statement of Income
(000’s omitted except per share data)
Unaudited

	Three Months Ended March 31,
	2008			2007
INTEREST INCOME
Interest and fees on loans	$	8,104		$	8,647
Interest and dividends on securities:
Taxable		628			917
Tax-exempt		117			215
Interest on short-term securities		98			167
Total interest income		8,947			9,946
INTEREST EXPENSE
Deposits		4,027			3,961
Borrowings		496			585
Total interest expense		4,523			4,546
NET INTEREST INCOME		4,424			5,400
Provision for loan losses		1,081			439
Net interest income after provision for loan losses		3,343			4,961
NONINTEREST INCOME
Service charges on deposit accounts		774			851
Trust income		456			84
Gain on sale of loans		118			507
Other operating income		210			423
Gain (loss) on sale of securities		—			—
Total noninterest income		1,558			1,865
NONINTEREST EXPENSE
Salaries and benefits		3,002			3,247
Occupancy of bank premises		551			503
Equipment expense		494			525
Other operating expenses		1,857			1,221
Total noninterest expense		5,904			5,496
NET INCOME (LOSS) BEFORE TAXES		(1,003	)		1,330
Federal income taxes (benefit)		(375	)		382
NET INCOME (LOSS)	$	(628	)	$	948
Per share amounts:
Net income — basic	$	(0.29	)	$	0.44
Net income — diluted	$	(0.29	)	$	0.44

Fentura Financial Inc.
Financial Highlights
$ in thousands except per share data
Unaudited

	March 31,
	2008			2007			% Change
Net Income	$	(628	)	$	948			(166.24	)
Return on average total equity		(1.26	)%		7.40	%		(117.03	)
Return on average assets		(0.41	)%		0.62	%		(166.13	)
Net interest margin		3.20	%		3.94	%		(18.78	)
Efficiency ratio		98.70	%		75.65	%		(30.47	)
Per Common Share:
Net Income — basic	$	(0.29	)	$	0.44			(165.91	)
Net Income — diluted	$	(0.29	)	$	0.44			(165.91	)
Book value	$	22.81		$	24.19			(5.70	)
Market price (last trade)	$	17.75		$	29.50			(39.83	)