FETM Fentura Financial Inc (QX)

Fentura Financial, Inc. 1996 Employee Stock Option Plan

(Full title of the plan)

Ronald L. Justice

President and Chief Executive Officer

Fentura Financial, Inc.

175 N. Leroy, P.O. Box 725

Fenton, Michigan 48430

(Name and address of agent for service)

(810) 629-2263

(Telephone number, including area code, of agent for service)

With a copy to:

David B. Braun, Esq.

Joseph B. Hemker, Esq.

Howard & Howard Attorneys PLLC

450 West Fourth Street

Royal Oak, Michigan 48067-2557

(248) 645-1483

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.

DEREGISTRATION OF SHARES

This Post-Effective Amendment (the “Post Effective Amendment”) relates to the following Registration Statement of Fentura Financial, Inc., a Michigan corporation (the “Company”) on Form S-8 (the “Registration Statement”).

The Company has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statement. Accordingly, the Company is filing this Post-Effective Amendment No. 1 to the Registration Statement No. 333-137103 pursuant to Rule 478 under the Securities Act of 1933, as amended to terminate the effectiveness of the Registration Statement, and, in accordance with the undertakings of the Company in Part II of the Registration Statement, to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but that remain unsold at the termination of the offering, hereby removes from registration any and all securities registered but unsold under the Registration Statement as of the date hereof.

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