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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q

_________________

    [X]        QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _______

Commission file number 0-25752

FNBH BANCORP, INC.
(Exact name of registrant as specified in its charter)

MICHIGAN     38-2869722    
(State or other jurisdiction of   (I.R.S. Employer  
incorporation or   Identification No.)  
organization)  

101 East Grand River, Howell, Michigan 48843
(Address of principal executive offices) (Zip Code)

        Registrant’s telephone number, including area code: (517)546-3150

_________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No___

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes X No___

The number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 3,177,583 shares of the Company’s Common Stock (no par value) were outstanding as of July 31, 2004.


1



INDEX

Part I   Financial Information (unaudited):      Page
Number
 
        Item 1  
        Interim Financial Statements:  
        Consolidated Balance Sheets as of June 30, 2004 and December 31, 2003    4  
        Consolidated Statements of Income, three months ended      
           June 30, 2004 and 2003 and six months ended June 30, 2004 and 2003    5  
        Consolidated Statements of Stockholders’ Equity and Comprehensive  
           Income for three months ended June 30, 2004 and 2003    6  
        Consolidated Statements of Stockholders’ Equity and Comprehensive  
           Income for six months ended June 30, 2004 and 2003    7  
         Consolidated Statements of Cash Flows for six months ended  
              June 30, 2004 and 2003    8  
 
         Notes to Interim Consolidated Financial Statements    9  
 
        Item 2  
        Management’s Discussion and Analysis of  
              Financial Condition and Results of Operations    10  
 
        Item 3  
        Quantitative and Qualitative Disclosures about Market Risk    23  
 
        Item 4  
        Controls and Procedures    23  
 
Part II.   Other Information  
 
        Item 2  
         Changes in Securities and Use of Proceeds    24  
 
        Item 6  
         Submission of Matters to a Vote of Security Holders    24  
 
         Exhibits and Reports on From 8-K     25  
 
         Signatures    26  

PART I — FINANCIAL INFORMATION

Item 1.
Financial Statements

Unaudited interim consolidated financial statements follow.

FNBH BANCORP, INC. AND SUBSIDIARIES

Consolidated Balance Sheets (Unaudited) June 30
2004
December 31
2003


Assets
Cash and due from banks
    $ 14,183,406   $ 16,035,121  
Short term investments    23,214,210    16,848,371  


   Total cash and cash equivalents    37,397,616    32,883,492  
   
Certificates of deposit    1,068,000    1,553,000  
Investment securities held to maturity, net (fair value of $16,473,198  
   at June 30, 2004 and $16,006,625 at Dec. 31, 2003)    15,898,071    15,051,293  
Investment securities available for sale, at fair value    30,684,139    26,787,863  
Mortgage-backed securitities available for sale, at fair value    18,151,033    12,513,486  
FHLBI and FRB stock, at cost    1,107,450    1,082,750  


   Total investment securities    65,840,693    55,435,392  
   
Loans:  
   Commercial    262,143,668    278,002,975  
   Consumer    36,109,607    34,995,478  
   Real estate mortgage    34,901,302    34,087,202  


      Total loans    333,154,577    347,085,655  
   Less allowance for loan losses    6,165,067    5,958,375  


      Net loans    326,989,510    341,127,280  
   
Premises and equipment, net    11,491,691    11,910,399  
Land and facilities held for sale, net    155,690    1,400,290  
Other real estate owned, held for sale    646,682    65,000  
Accrued interest and other assets    5,625,948    5,443,555  


   Total assets   $ 449,215,830   $ 449,818,408  


   
Liabilities and Stockholders' Equity  
Liabilities  
Deposits:  
   Demand (non-interest bearing)   $ 76,482,285   $ 69,233,515  
   NOW    40,112,690    46,056,749  
   Savings and money market    143,573,700    140,639,653  
   Time    134,511,327    137,174,926  
   Brokered certificates of deposit    3,595,790    5,968,458  


      Total deposits    398,275,792    399,073,301  
Other borrowings    5,066,836    5,327,708  
Accrued interest, taxes, and other liabilities    3,273,798    4,181,918  


      Total liabilities    406,616,426    408,582,927  
Stockholders' Equity  
Common stock, no par value. Authorized 4,200,000 shares; 3,177,583  
   shares issued and outstanding at June 30, 2004 and 3,168,931 shares  
   issued and outstanding at Dec. 31, 2003    5,953,028    5,725,898  
Retained earnings    37,118,216    35,425,699  
Unearned long term incentive plan    (184,166 )  (222,652 )
Accumulated other comprehensive income, net    (287,674 )  306,536  


      Total stockholders' equity    42,599,404    41,235,481  


      Total liabilities and stockholders' equity   $ 449,215,830   $ 449,818,408  


See notes to interim consolidated financial statements.

4


FNBH BANCORP, INC. AND SUBSIDIARIES

Three months ended
June 30
Six months ended
June 30
Consolidated Statements of Income (Unaudited) 2004 2003 2004 2003




Interest and dividend income:                    
   Interest and fees on loans   $ 5,331,516   $ 5,661,240   $ 10,811,159   $ 11,322,978  
   Interest and dividends on investment securities:  
      U.S. Treasury and agency securities    364,167    221,761    702,626    450,695  
      Obligations of state and political subdivisions    175,656    193,929    361,114    396,028  
      Corporate bonds    32,780    47,003    77,389    94,472  
      Other securities    13,075    14,609    26,124    14,936  
   Interest on short term investments    54,060    13,403    86,189    46,982  
   Interest on certificates of deposit and other bank deposits    13,282    29,712    29,121    74,513  




      Total interest and dividend income    5,984,536    6,181,657    12,093,722    12,400,604  




   
Interest expense:  
   Interest on deposits    1,265,475    1,452,969    2,602,689    3,077,053  
   Interest on other borrowings    93,475    98,599    187,597    196,341  




      Total interest expense    1,358,950    1,551,568    2,790,286    3,273,394  




   
      Net interest income    4,625,586    4,630,089    9,303,436    9,127,210  
   
Provision for loan losses    200,000    275,000    695,000    600,000  




      Net interest income after provision for loan losses    4,425,586    4,355,089    8,608,436    8,527,210  




   
Noninterest income:  
   Service charges and other fee income    883,835    676,043    1,671,051    1,423,196  
   Trust income    64,638    70,360    126,548    124,432  
   Gain on sale of loans    21,135    96,711    39,695    238,133  
   Gain on sale/call of investments    -    3,823    -    3,823  
   Other    35,260    69,237    346,122    63,436  




      Total noninterest income    1,004,868    916,174    2,183,416    1,853,020  




   
Noninterest expense:  
   Salaries and employee benefits    1,943,304    1,790,258    3,793,868    3,579,640  
   Net occupancy expense    259,035    243,462    557,822    479,783  
   Equipment expense    222,323    291,490    441,654    572,475  
   Professional and service fees    401,830    274,455    751,714    575,934  
   Printing and supplies    79,006    91,667    160,304    173,961  
   Advertising    76,913    99,769    155,148    171,735  
   Other    584,723    571,299    986,712    1,026,665  




      Total noninterest expense    3,567,134    3,362,400    6,847,222    6,580,193  




   
Income before federal income taxes    1,863,320    1,908,863    3,944,630    3,800,037  
   
Federal income taxes    548,050    581,450    1,173,556    1,154,975  




   Net income   $ 1,315,270   $ 1,327,413   $ 2,771,074   $ 2,645,062  




   
Per share statistics  
   Basic EPS   $ 0.41   $ 0.42   $ 0.87   $ 0.84  
   Diluted EPS   $ 0.41   $ 0.42   $ 0.87   $ 0.84  
   Dividends   $ 0.17   $ 0.17   $ 0.34   $ 0.34  
Average shares outstanding    3,173,596    3,162,563    3,171,403    3,160,297  

See notes to interim consolidated financial statements.

5


FNBH BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity and Comprehensive Income

For the Three Months Ended June 30, 2004 and 2003 (Unaudited)

Common stock Retained earnings Unearned long term incentive plan Accumulated other comprehensive imcome Total





Balances at March 31, 2003     $ 5,488,298   $ 32,466,638   $ (220,735 ) $ 600,281   $ 38,334,482  
Issued 3,036 shares for long term incentive plan    72,454    (72,454 )
Amortization of long term incentive plan    64,540    64,540  
Issued 757 shares for employee stock purchase plan    15,511    15,511  
Issued 251 shares for current directors' fees    5,943    5,943  
Issued 1,689 shares for directors' variable fee plan    39,996    39,996  
Comprehensive income:  
   Net income    1,327,413    1,327,413  
   Change in unrealized gain (loss) on debt securities  
     available for sale, net of tax effect    26,787    26,787  

     Total comprehensive income    1,354,200  
Cash dividends ($.17 per share)    (537,981 )  (537,981 )





Balances at June 30, 2003   $ 5,622,202   $ 33,256,070   $ (228,649 ) $ 627,068   $ 39,276,691  





   
   
Common stock Retained earnings Unearned long term incentive plan Accumulated other comprehensive imcome Total





Balances at March 31, 2004   $ 5,742,206   $ 36,342,739   $ (190,216 ) $ 433,498   $ 42,328,227  
Issued 4,261 shares for long term incentive plan    115,985    (115,985 )  -  
Amortization of long term incentive plan    122,035    122,035  
Issued 2,148 shares for employee stock purchase plan    52,583    52,583  
Issued 363 shares for current directors' fees    10,162    10,162  
Issued 1,179 shares for director's variable fee plan    32,092    32,092  
Comprehensive income:  
   Net income    1,315,270    1,315,270  
   Change in unrealized gain(loss) on debt securities  
     available for sale, net of tax effect    (721,172 )  (721,172 )

     Total comprehensive income    594,098  
Cash dividends ($.17 per share)    (539,793 )  (539,793 )





Balances at June 30, 2004   $ 5,953,028   $ 37,118,216   $ (184,166 ) $ (287,674 ) $ 42,599,404  





See notes to interim consolidated financial statements.

6


FNBH BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity and Comprehensive Income

For the Six Months Ended June 30, 2004 and 2003 (Unaudited)

Common stock Retained earnings Unearned long term incentive plan Accumulated other comprehensive imcome Total





Balances at December 31, 2002     $ 5,465,089   $ 31,685,849   $ (247,282 ) $ 675,958   $ 37,579,614  
Issued 3,036 shares for long term incentive plan    72,454    (72,454 )  -  
Amortization of long term incentive plan    91,087    91,087  
Issued 1,674 shares for employee stock purchase plan    33,970    33,970  
Issued 450 shares for current directors' fees    10,693    10,693  
Issued 1,689 shares for directors' variable fee plan    39,996    39,996  
Comprehensive income:  
   Net income    2,645,062    2,645,062  
   Change in unrealized gain(loss) on debt securities  
     available for sale, net of tax effect    (48,890 )  (48,890 )

     Total comprehensive income    2,596,172  
Cash dividends ($.34 per share)    (1,074,841 )  (1,074,841 )





Balances at June 30, 2003   $ 5,622,202   $ 33,256,070   $ (228,649 ) $ 627,068   $ 39,276,691  





   
   
Common stock Retained earnings Unearned long term incentive plan Accumulated other comprehensive imcome Total





Balances at December 31, 2003   $ 5,725,898   $ 35,425,699   $ (222,652 ) $ 306,536   $ 41,235,481  
Issued 4,261 shares for long term incentive plan    115,985    (115,985 )  -  
Amortization of long term incentive plan    151,412    151,412  
Issued 2,576 shares for employee stock purchase plan    62,453    62,453  
Issued 499 shares for current directors' fees    13,706    13,706  
Issued 283 shares for deferred directors' fees    5,953    5,953  
Issued 1,179 shares for director's variable fee plan    32,092    32,092  
Retired 146 shares from long term incentive plan    (3,059 )  3,059    -  
Comprehensive income:  
   Net income    2,771,074    2,771,074  
   Change in unrealized gain(loss) on debt securities  
     available for sale, net of tax effect    (594,210 )  (594,210 )

     Total comprehensive income    2,176,864  
Cash dividends ($.34 per share)    (1,078,557 )  (1,078,557 )





Balances at June 30, 2004   $ 5,953,028   $ 37,118,216   $ (184,166 ) $ (287,674 ) $ 42,599,404  





See notes to interim consolidated financial statements.

7


FNBH BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)

Six months ended June 30
2004 2003


Cash flows from operating activities:            
   Net income   $ 2,771,074   $ 2,645,062  
Adjustments to reconcile net income to net cash provided by operating activities:  
   Provision for loan losses    695,000    600,000  
   Depreciation and amortization    512,566    555,875  
   Deferred tax benefit    (46,554 )  -  
   Net amortization on investment securities    13,233    74,807  
   Earned portion of long term incentive plan    154,471    91,087  
   Gain on sale/call of investments    -    (3,823 )
   Gain on sale of loans    (39,695 )  (238,133 )
   Proceeds from sale of loans    6,948,185    14,168,518  
   Origination of loans held for sale    (6,224,000 )  (14,470,200 )
   Gain on the sale of other real estate owned, held for sale    (32,119 )  (22,710 )
   Proceeds from sale of other real estate owned, held for sale    483,115    760,916  
   Proceeds from sale of land and facilities available for sale    1,400,290    -  
   Loss on disposal of equipment    -    3,668  
   (Increase)decrease in accrued interest income and other assets    (1,020,318 )  69,771  
   Increase (decrease) in accrued interest, taxes, and other liabilities    (749,920 )  (183,887 )


      Net cash provided by operating activities    4,865,328    4,050,951  


   
Cash flows from investing activities:  
   Purchases of available for sale securities    (17,583,028 )  (3,008,471 )
   Purchases of held to maturity securities    (3,185,572 )  (234,270 )
   Purchases/Stock dividend FHLBI stock    (24,700 )  (13,200 )
   Proceeds from maturities and calls of available for sale securities    5,500,000    1,453,350  
   Proceeds from mortgage-backed securities paydowns-available for sale    1,629,032    3,545,530  
   Proceeds from maturities and calls of held to maturity securities    2,345,125    -  
   Proceeds from mortgage-backed securities paydowns-held to maturity    -    26,028  
   Purchases of brokered certificates of deposit    -    (1,089,000 )
   Maturity of brokered certificates of deposit    485,000    2,253,000  
   Net (increase) decrease in loans    12,758,280    (16,898,660 )
   Capital expenditures    (249,548 )  (1,183,287 )


      Net cash provided by (used in) investing actitities    1,674,589    (15,148,980 )


   
Cash flows from financing activities:  
   Net increase in deposits    1,575,159    1,566,911  
   Increase in short term borrowings    -    5,000,000  
   Decrease in brokered certificates of deposit    (2,372,668 )  -  
   Payments on FHLB note    (260,872 )  (241,547 )
   Dividends paid    (1,078,557 )  (1,074,841 )
   Shares issued for employee stock purchase and directors' compensation    111,145    84,659  


      Net cash provided by (used) in financing activities    (2,025,793 )  5,335,182  


   
   Net increase (decrease) in cash and cash equivalents    4,514,124    (5,762,847 )
   
Cash and cash equivalents at beginning of year    32,883,492    33,038,404  


Cash and cash equivalents at end of period   $ 37,397,616   $ 27,275,557  


   
Supplemental disclosures:  
   Interest paid   $ 2,902,622   $ 3,275,619  
   Federal income taxes paid    1,262,000    1,200,000  
   Loans transferred to other real estate    1,032,678    95,000  
   Loans transferred to land and facilities, held for sale    155,690    -  
   Loans charged off    582,713    604,264  

See notes to interim consolidated financial statements.

8


Notes to Interim Consolidated Financial Statements (unaudited)

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.

1.     In the opinion of management of the Registrant, the unaudited consolidated financial statements filed with this Form 10-Q contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the consolidated financial position of the Registrant as of June 30, 2004, and consolidated results of operations for the three months and six months ended June 30, 2004 and 2003 and consolidated cash flows for the six months ended June 30, 2004 and 2003.

2.     The results of operations for three months and six months ended June 30, 2004 and 2003 are not necessarily indicative of the results to be expected for the full year.

3.     The accompanying unaudited consolidated financial statements should be read in conjunction with the Consolidated Financial Statements in the 2003 Annual Report contained in the Registrant’s report on Form 10-K filing.

4.     The provision for income taxes represents federal income tax expense calculated using estimated annualized rates on taxable income generated during the respective periods.

5.     Management’s assessment of the allowance for loan losses is based on an evaluation of the loan portfolio, recent loss experience, current economic conditions, and other pertinent factors. Loans on non-accrual status and those past due more than 90 days amounted to $2,216,000 at June 30, 2004, $6,498,000 at June 30, 2003, and $4,293,000 at December 31, 2003. (See Management’s Discussion and Analysis of Financial Condition and Results of Operations).

6.     Basic and diluted earnings per share (EPS) are computed by dividing net income by the respective number of common shares outstanding.

Second Quarter Year-to-Date


2004 2003 2004 2003




Net income     $ 1,315,270   $ 1,327,413   $ 2,771,074   $ 2,645,062  
   
Weighted average  
   shares outstanding (basic)    3,173,596    3,162,563    3,171,403    3,160,297  
Dilutive shares    0    0    0    0  




   Weighted average  
      shares outstanding (diluted)    3,173,596    3,162,563    3,171,403    3,160,297  
   
Earnings per share:  
   Basic EPS   $ .41   $ .42   $ .87   $ .84  
   Diluted EPS   $ .41   $ .42   $ .87   $ .84  

9


Item 2.

Management’s Discussion and Analysisof
Financial Condition and Results of Operations
Interim Financial Statements

This report includes certain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those in the forward-looking statements. Those factors include the economic environment, competition, products and pricing in business areas in which FNBH Bancorp, Inc. (the Company) operates, prevailing interest rates, changes in government regulations and policies affecting financial service companies, credit quality and credit risk management, acquisitions and integration of acquired businesses.

The Company, a Michigan business corporation, is a one bank holding company, which owns all of the outstanding capital stock of First National Bank in Howell (the Bank) and all of the outstanding stock of HB Realty Co., a subsidiary which owns real estate. The following is a discussion of the Company’s results of operations for the three months and six months ended June 30, 2004 and 2003, and also provides information relating to the Company’s financial condition, focusing on its liquidity and capital resources.

Second Quarter Year-to-Date


Earnings 2004 2003 2004 2003





(in thousands except per share data)                    
   
Net Income   $ 1,315   $ 1,327   $ 2,771   $2,645  
   
Basic and diluted net income per share   $ .41   $ .42   $ .87   $.84  

Net income for the three months ended June 30, 2004 decreased approximately $12,000 (.9%) compared to the same period last year. In the second quarter of the current year, the provision for loan losses decreased $75,000 (27.3%), noninterest income increased $89,000 (9.7%) and the provision for federal income taxes decreased $33,000 (5.7%). Offsetting these favorable occurrences was a decrease in net interest income of $5,000 (.1%) and an increase in noninterest expenses of $205,000 (6.1%).

10


Net income for the six months ended June 30, 2004 increased approximately $126,000 (4.8%) compared to the same period last year. Contributing to the increase in 2004 earnings were higher net interest income of $176,000 (1.9%) and higher noninterest income of $330,000 (17.8%). Partially offsetting these favorable variances were an increase in the provision for loan losses of $95,000 (15.8%), higher noninterest expenses of $267,000 (4.1%) and a higher provision for federal income taxes of $19,000 (1.6%).

Second Quarter Year-to-Date


Net Interest Income 2004 2003 2004 2003





(in thousands except per share data)                    
   
Interest Income   $ 5,985   $ 6,182   $12,093   $ 12,400  
   
Interest Expense   $ 1,359   $ 1,552   $ 2,790   $3,273  




Net Interest Income   $4,626   $4,630   $9,303   $9,127  

The following tables illustrate some of the significant factors contributing to the decrease in net interest income for the period and increase in net interest income for the year to date.

11


TABLE 1
INTEREST YIELDS AND COSTS (in thousands)
June 30, 2004 and 2003

Second Quarter Averages

2004 2003


Average Balance Interest Rate Average Balance Interest Rate






Assets:                            
Short term investments   $ 23,894   $ 67.2    1.11 % $ 7,977   $ 43.1    2.14 %
Securities: Taxable    41,771    410.0    3.93 %  27,143    283.3    4.18 %
        Tax-exempt (1)    14,188    255.0    7.19 %  16,018    279.1    6.97 %
Loans(1)(2)(3)    337,100    5,365.4    6.32 %  338,824    5,696.6    6.67 %




Total earning assets/total  
interest income    416,953    6,097.6    5.81 %  389,962    6,302.1    6.41 %


Cash and due from banks    13,143    12,707
All other assets    17,988    18,357
Allowance for loan losses    (6,288 )  (5,964 )


Total Assets   $ 441,796   $415,062


Liabilities and  
    Stockholders' Equity  
Interest bearing deposits:  
Savings and NOW accounts   $ 180,087   $ 279.8    0.62 % $ 167,021   $ 359.6    0.86 %
Time    140,600    985.7    2.82 %  134,146    1,093.3    3.27 %
Short term borrowings    -    -    0.00 %  155    0.3    0.67 %
FHLB advances    5,067    93.5    7.30 %  5,328    98.3    7.30 %




Total interest bearing  
liabilities/total interest expense    325,754    1,359.0    1.68 %  306,650    1,551.5    2.03 %


Non-interest bearing deposits    70,025    65,935
All other liabilities    3,316    3,454
Stockholders' Equity    42,701    39,023


Total Liabilities and  
Shareholders' Equity   $ 441,796   $415,062


Interest spread    4.13 %  4.38 %


Net interest income-FTE   $4,738.6 $4,750.6


Net interest margin    4.50 %  4.82 %


(1) Average yields in the above table have been adjusted to a tax-equivalent basis using a 34% tax rate and exclude the effect of any market value adjustments recorded under Statement of Financial Accounting Standards No. 115.
(2) For purposes of the computation above, non-accruing loans are included in the average daily loan balances.
(3) Interest on loans includes origination fees totaling $177,000 in 2004 and $172,000 in 2003.

12


TABLE 2
INTEREST YIELDS AND COSTS (in thousands)
June 30, 2004 and 2003

Year to Date Averages

2004 2003


Average Balance Interest Rate Average Balance Interest Rate






Assets:                            
Short term investments   $ 19,534   $ 114.9    1.16 % $ 13,404   $ 120.9    1.79 %
Securities: Taxable    40,668    806.1    3.96 %  27,093    560.1    4.13 %
        Tax-exempt (1)    14,619    522.6    7.15 %  16,321    566.0    6.94 %
Loans(1)(2)(3)    341,675    10,878.2    6.32 %  335,110    11,392.1    6.78 %




Total earnings assets/total  
interest income    416,496    12,321.8    5.87 %  391,928    12,639.1    6.43 %


Cash & due from banks    12,571    12,593
All other assets    18,475    18,431
Allowance for loan loss    (6,173 )  (5,875 )


Total Assets   $ 441,369   $417,077


Liabilities and  
    Stockholders' Equity  
Interest bearing deposits:  
Savings & NOW accounts   $ 182,218   $ 579.6    0.64 % $ 172,998   $ 880.4    1.03 %
Time    141,091    2,023.1    2.88 %  132,782    2,196.7    3.34 %
Short term borrowings    4    -    1.20 %  82    0.3    0.71 %
FHLB Advances    5,094    187.6    7.28 %  5,346    196.0    7.29 %




Total interest bearing  
liabilities/total interest expense    328,407    2,790.3    1.71 %  311,208    3,273.4    2.12 %


Non-interest bearing deposits    67,137    63,685
All other liabilities    3,519    3,571
Stockholders' Equity    42,306    38,613


Total liabilities and  
shareholders' equity   $ 441,369     417,077


Interest spread    4.16 %  4.31 %


Net interest income-FTE   $9,531.5 $9,365.7


Net interest margin    4.53 %  4.75 %


(1) Average yield in the above table have been adjusted to a tax-equivalent basis using a 34% tax rate and exclude the effect of any market value adjustments recorded under Statement of Financial Accounting Standards No. 115.
(2) For purposes of the computation above, non-accruing loans are included in the average daily loan balances.
(3) Interest on loans includes origination fees totaling $344,000 in 2004 and $330,000 in 2003.

13


Interest Earning Assets/Interest Income

On tax equivalent basis, interest income decreased approximately $205,000 (3.2%) in the second quarter of 2004 compared to the second quarter of 2003. The decrease was the result of a 60 basis point reduction in the yield on earning assets partially offset by an increase in the average balance of interest earning assets of $27,000,000 (6.9%). The reduction in yield is the result of a change in the mix of earning assets in 2004 as well as lower interest rates.

The quarterly average balance of short term investments and securities was $28,700,000 (56.2%) higher in the second quarter of 2004 as compared with the same period in 2003. Offsetting the increase in average balances was a decrease in the yield on these investments of 107 basis points due to lower market interest rates. Loans which earn a higher yield than investments, had a decrease in average balances of $1,700,000 in the second quarter of 2004 compared to the same period last year as well as a 35 basis point reduction in yield. This reduction was primarily the result of the prime rate being 25 basis points lower in the second quarter of 2004 compared to the second quarter of 2003. Loan balances at June 30, 2004 have decreased $14,000,000 from December 31, 2003, and by $8,000,000 from March 31, 2004. The decrease is attributable to soft loan demand during the first half of this year and competitive pressures in our markets. Management is focusing its efforts on reversing this trend; however, the continuation of this trend will have an unfavorable impact on net interest margin.

For the first half of the year, tax equivalent interest income decreased $317,000 (2.5%). Loan interest income decreased $514,000 (4.5%). The average rate earned on loans decreased 46 basis points while average balances increased $6,600,000 (2.0%). The slight increase in loan growth occurred across all portfolios but was most significant in the consumer loan areas. Average commercial loans increased $1,800,000 (.7%), consumer loans increased $3,000,000 (9.0%) and mortgage loans increase $1,800,000 (5.5%) from the previous year. In addition to the mortgage loans held in the Bank’s loan portfolio, the Bank also originates mortgage loans for sale in the secondary market. Loans originated for sale were $2,274,000 in the first half of 2004 compared to $14,000,000 in the first half of 2003. The decline was the result of increases in mortgage rates and lower refinancing activity. Positively affecting interest income was an increase in short term investments and securities income of $197,000 (15.8%), the result of higher average balances of $18,000,000 (31.7%).

Interest Bearing Liabilities/Interest Expense

Interest expense on deposits for the second quarter of 2004 decreased $187,000 (12.9%) from the second quarter 2003. The positive change in interest expense is the result of a lower yield paid on deposits of 35 basis points partially offset by higher average balances of $19,500,000.

Interest expense on deposits declined during the first half of 2004 compared to the first half of last year by $483,000 (14.8%) due to a decrease in the average rate paid on deposits of 42 basis points partially offset by an increase in interest bearing average deposit balances of $17,500,000 (5.7%).

Included in the average balance for short term borrowings during 2003 were federal funds purchased. Due to the increased liquidity in the first half of 2004 it has not been necessary to borrow federal funds or other short term borrowings. Included in FHLB advances are two loans entered into in 2000 from the Federal Home Loan Board of Indianapolis. One borrowing, originally for $3,000,000, was initiated to match the maturity of a fixed rate loan made to a local township. The other borrowing was intended to help with the Bank’s rate sensitivity. FHLB borrowings are available to fund future growth if needed.

14


Liquidity

Liquidity is monitored by the Bank’s Asset/Liability Management Committee (ALCO) which meets at least monthly. The Board of Directors has approved a liquidity policy which requires the Bank, while it is well capitalized as defined by the Federal Financial Institutions Examination Council (FFIEC), to maintain a current ratio of no less than 1:1 (core basic surplus liquidity equal to 0), representing that the Bank’s contingency for unexpected funding outflows is being primarily met by short-term investments and unencumbered treasury and agency securities. Additional requirements of the policy are that when FHLBI available credit is added to core basic surplus liquidity, the Bank must have liquidity totaling 5% of assets and when brokered CDs and Fed Funds lines are added, the Bank must have liquidity totaling 8% of assets. Should the Bank’s capital ratios fall below the “well capitalized” level, additional liquidity totaling 5% of assets will be required.

Deposits are the principal source of funds for the Bank. Management monitors rates at other financial institutions in the area to ascertain that its rates are competitive in the market. Management also attempts to offer a wide variety of products to meet the needs of its customers. The makeup of the Bank’s “Large Certificates”, which are generally considered to be more volatile and sensitive to changes in rates, consists principally of local depositors known to the Bank. As of June 30, 2004, the Bank had Large Certificates totaling approximately $57,000,000 compared to $54,000,000 at December 31, 2003. At June 30, 2004, the Bank had $3,600,000 in brokered certificates which were issued through a dealer in September 2003 to help fund loan growth. Included in the issuance were $1,200,000 maturing in September 2004 and $2,400,000 maturing in September 2005.

It is the intention of the Bank’s management to handle unexpected liquidity needs through its Federal Funds position with a correspondent bank and by Federal Home Loan Bank borrowings. The Bank has a line of credit of approximately $40,000,000 available at the FHLBI. As of June 30, 2004 approximately $5,100,000 of the line had been used for long term advances, previously described. The Bank has pledged certain mortgage loans as collateral for this borrowing. The Bank also has a repurchase agreement in place where it can borrow from a broker who will lend money against certain securities of the Bank. Finally, management may look to “available for sale” securities in the investment portfolio to meet additional liquidity needs.

Interest Rate Risk

Interest rate risk is also addressed by ALCO. Interest rate risk is the potential for economic losses due to future rate changes and can be reflected as a loss of future net interest income and/or loss of current market values. The objective is to measure the effect on net interest income and to adjust the balance sheet to minimize the inherent risk while, at the same time, maximizing income. Tools used by management include the standard GAP report which lays out the repricing schedule for various asset and liability categories and an interest rate simulation report. The Bank has no market risk sensitive instruments held for trading purposes. The Bank has not entered into futures, forwards, swaps, or options to manage interest rate risk. However, the Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers including commitments to extend credit and letters of credit. A commitment or letter of credit is not recorded as an asset until the instrument is exercised.

15


In addition to liquidity and interest rate risk management issues, ALCO discusses the Bank’s performance and the current economic outlook and its impact on the Bank and current interest rate forecasts. Actual results are compared to budget in terms of growth and income. A yield and cost analysis is done to monitor interest margin. Various ratios are discussed including capital ratios, other balance sheet ratios, and profitability ratios.

Interest Rate Sensitivity as of June 30, 2004
(dollars in thousands)

0-3 Months 4-12 Months 1-5 Years 5+ Years Total





Assets:                        
  Loans   $ 163,487   $ 45,808   $ 117,701   $ 6,159   $ 333,155  
  Securities    5,032    13,186    37,202    10,421    65,841  
  Brokered CD's    98    970    -    -    1,068  
  Short term investments    23,214    -    -    -    23,214  





     Total rate sensitive assets   $ 191,831   $ 59,964   $ 154,903   $ 16,580   $ 423,278  
   
Liabilities:  
  Savings & NOW   $ 91,160   $ -   $ -   $ 92,526   $ 183,686  
  Time    34,549    65,579    37,503    476   $ 138,107  
  Other borrowings    -    3,282    1,371    414   $ 5,067  





     Total rate sensitive liabilities   $ 125,709   $ 68,861   $ 38,874   $ 93,416   $ 326,860  
   
Rate sensitivity gap and ratios:  
  Gap for period   $ 66,122   $ (8,897 ) $ 116,029   $ (76,836 )
  Cumulative gap    66,122    57,225    173,254    96,418  
   
Cumulative rate sensitive ratio    1.53  1.29  1.74  1.29

The preceding table sets forth the time periods in which earning assets and interest bearing liabilities will mature or may re-price in accordance with their contractual terms. The entire balance of savings including MMDA, and NOW are not categorized as 0-3 months, although they are variable rate products. Some of these balances are core deposits and are not considered rate sensitive. Allocations are made to time periods based on the Bank’s historical experience and management’s analysis of industry trends.

In the gap table above, the short term (one year and less) cumulative interest rate sensitivity is asset sensitive as of June 30, 2004. An asset sensitive position would normally indicate increased net interest income in a rising rate environment. Gap analysis is limited and may not provide an accurate indication of the impact of general interest rate movements on the net interest margin since repricing of various categories of assets and liabilities is subject to the Bank’s needs, competitive pressures, and the needs of the Bank’s customers. In addition, various assets and liabilities indicated as repricing within the same period may in fact reprice at different times within the period and at different rate indices. Additionally, simulation modeling, which measures the impact of upward and downward movements of interest rates on interest margin, provides meaningful insight into strategies management can take to help mitigate the movement of interest rates.

16


Second Quarter Year-to-Date


Provision for Loan Losses 2004 2003 2004 2003





(in thousands)                    
   
Total   $ 200   $ 275   $ 695   $600  

The Company provided a loan loss provision of $200,000 in the second quarter of 2004 having provided a provision of $275,000 in the same period last year. The provision in the second quarter of 2004 is based upon an analysis of estimated losses inherent in the portfolio and other economic factors. Non-performing loans at June 30, 2004 are down $2,077,000 from December 31, 2003, and have decreased $4,282,000 from the balance at June 30, 2003. Net charge offs for the second quarter of 2004 were $294,000 compared to $366,000 in the same period in 2003.

Year to date the provision is $695,000 compared to $600,000 in the prior year. Management has determined that the allowance is adequate based on potential losses inherent in the portfolio. At June 30, 2004 the allowance for loan loss as a percent of loans was 1.85%, compared to 1.71% a year earlier and 1.72% at December 31, 2003. For the first half of 2004, the Bank had net charge offs of $488,000 compared to $512,000 for the first half of 2003. Non-accrual, past due 90 days, and renegotiated loans were .67% and 1.89% of total loans outstanding at June 30, 2004 and 2003, respectively, and 1.24% of total loans at December 31, 2003.

Impaired loans, as defined by Statement of Financial Accounting Standards (SFAS) No. 114, Accounting by Creditors for Impairment of a Loan, totaled approximately $5,600,000 at June 30, 2004, and included non-accrual and past due 90 days other than homogenous residential and consumer loans, and $4,700,000 of commercial loans separately identified as impaired. Impaired loans totaled $9,600,000 at December 31, 2003 and $9,800,000 at June 30, 2003. A loan is considered impaired when it is probable that all or part of amounts due according to the contractual terms of the loan agreement will not be collectable on a timely basis. Nonperforming loans are reviewed regularly for collectability. Any uncollectable balances are promptly charged off.

The adequacy of the allowance for loan losses is determined by management’s assessment of the composition of the loan portfolio, an evaluation of specific credits, an analysis of the value of the underlying collateral for those loans, historical loss experience, relevant economic factors, the level of nonperforming loans, loans that have been identified as impaired, and the overall credit quality of the portfolio. Management continues to refine its techniques in this analysis. Impaired loans had specific reserves calculated in accordance with SFAS No. 114 of $1,715,000 at June 30, 2004, $1,600,000 at December 31, 2003, and $1,650,000 at June 30, 2003.

17


Nonperforming assets are loans for which the accrual of interest has been discontinued, accruing loans 90 days or more past due in payments, and other real estate which has been acquired primarily through foreclosure and is waiting disposition.

Loans are generally placed on a nonaccrual basis when principal or interest is past due 90 days or more and when, in the opinion of management, full collection of principal and interest is unlikely. Loans categorized as ninety days past due and still accruing are well secured and in the process of collection. The following table reflects nonperforming assets at June 30, 2004 compared to December 31, 2003.

Nonperforming Assets June 30, 2004 December 31, 2003



(in thousands)            
Nonaccrual loans   $ 1,167,000   $ 4,293,000  
90 days or more past due and still accruing    1,049,000    -  


         Total nonperforming loans   $ 2,216,000   $ 4,293,000  
Other real estate    647,000    65,000  


         Total nonperforming assets   $ 2,863,000   $ 4,358,000  
   
Nonperforming loans as a percent of total loans    .67 %  1.24 %
Loan loss reserve as a percent of nonperforming loans    278 %  139 %

18


The following table sets forth loan balances and summarizes the changes in the allowance for loan losses for the first six months of 2004 and 2003.

Loans: (dollars in thousands) Year to date
June 30, 2004
Year to date
June 30, 2003


   Average daily balance of loans for the year to date     $ 341,675   $ 335,110  
   Amount of loans, outstanding at end of the quarter    333,155    344,044  
   
Allowance for loan losses:  
   Balance at beginning of year   $ 5,958   $ 5,794  
   Loans charged off:  
      Real estate    0    0  
      Commercial    309    498  
      Consumer    274    106  


         Total charge-offs    583    604  
   Recoveries of loans previously charged off:  
      Real estate    0    0  
      Commercial    23    65  
      Consumer    72    27  


         Total recoveries    95    92  
   
Net loans charged off    488    512  
Additions to allowance charged to operations    695    600  


         Balance at end of quarter   $ 6,165   $ 5,882  
   
Ratios:  
    Net loans charged off (annualized) to average  
    loans outstanding    .29 %  .30 %
   Allowance for loan losses to loans outstanding    1.85 %  1.71 %

19


Second Quarter Year-to-Date


Noninterest Income 2004 2003 2004 2003





(in thousands)                    
   
Total   $ 1,005   $ 916   $ 2,183   $1,853  

Noninterest income which includes service charges and other fee income, trust income, gain on sale of loans and other miscellaneous income increased by $89,000 (9.7%) during the second quarter of 2004 from the comparable quarter in 2003. Service charges and other fee income increased $208,000 (30.7%) during the second quarter 2004 from the second quarter 2003 as a result of an impairment reserve on mortgage servicing rights taken in the second quarter of 2003 for $145,000 while the second quarter of 2004 had a recapture of the impairment reserve of $33,000. Other fee income also increased $25,000 due to increased loan renewal and credit line fees in the second quarter of 2004. Trust income decreased $6,000 (8.1%) due to nonrecurring fees of $15,000 recognized in the second quarter of 2003 compared to only $6,000 of similar fees recognized in 2004. Gain on the sale of loans has decreased $76,000 (78.1%) due to lower volume of mortgage loans originated for sale. During the second quarter of 2004, $1,400,000 of loans were sold compared to $5,800,000 in the same quarter of 2003. Other income decreased $34,000 (49.1%) in the second quarter of 2004 compared to the same quarter of 2003 due to the reversal of a reserve in 2003 for other real estate of $45,000.

For the year, noninterest income increased $330,000 (17.8%). Contributing to the increase was the $178,000 increase in service charges as a result of changes in the mortgage servicing rights impairment reserve discussed above and increased other income as a result of the recognition of a deferred gain of $299,000 which occurred in the first quarter of 2004 relating to the sale of other real estate held for sale. Offsetting this is a reduction in the gain on the sale of loans of $198,000 due to lower volume of loans originated for sale in 2004.

Second Quarter Year-to-Date


Noninterest Expense 2004 2003 2004 2003





(in thousands)                    
   
Total   $ 3,567   $ 3,362   $ 6,847   $6,580  

Noninterest expense increased $205,000 (6.1%) in the second quarter of 2004 compared to same period in 2003. Salaries and benefits increased $153,000 (8.5%) due to salary and benefit costs related to the branch opened in December 2003, an additional commercial lender hired in April 2004, hiring costs related to filling various loan positions, and retirement expenses for the former chief executive officer. Occupancy cost increased $16,000 (6.4%) in 2004 due to the costs associated with the branch opened in December 2003. Professional and service fees increased $127,000 (46.4%) during the second quarter of 2004 compared with the same quarter in the previous year due to costs related to various training initiatives, increase audit fees for compliance with the Sarbanes-Oxley Act, and consultant fees for sales training, leadership training, and consultant fees for employee recruitment. Other expenses increased $13,000 (2.3%) as a result of an increase in expense related to overdrawn deposit accounts of $80,000 and increased computer service fees as a result of costs associated with new software systems. Other expenses in the second quarter of 2003 were higher as a result of expense recorded related to the write down of a property held for sale that was later sold in 2004. Offsetting these increases, equipment expense was lower by $69,000 (23.7%) due to lower equipment maintenance costs including software amortization, advertising expense was lower by $23,000 (22.9%) due to fewer advertising campaigns in 2004, and printing and supplies was also lower by $13,000 (13.8%).

20


For the first half of the year, noninterest expense increased by $267,000 (4.1%) compared to the prior year. Salaries and benefits increased $214,000 (6.0%) due to the reasons discussed above as well as higher benefit costs and normal merit increases. Occupancy costs increased $78,000 (16.3%) due to higher building services expenses, property taxes and depreciation on facilities added in 2003. Professional and service fees increased $176,000 (30.5%) for the reasons discussed above. Offsetting these increases were decreases in equipment expense of $131,000 (22.9%), decreased advertising expense of $17,000 (9.7%), decreases printing and supplies expense of $14,000 (7.9%) and decreased other expenses of $40,000 (3.9%).

Second Quarter Year-to-Date


Income Tax Expense 2004 2003 2004 2003





(in thousands)                    
   
Total   $ 548   $ 581   $ 1,174   $ 1,155  

Fluctuations in income taxes resulted primarily from changes in the level of profitability and in variations in the amount of tax-exempt income.

Capital June 30, 2004 December 31, 2003



(in thousands )            
   
Stockholders' Equity*   $ 42,599   $ 41,235  
   
Ratio of Equity to Total Assets    9.48 %  9.17 %

*Amounts include securities valuation adjustments recorded under SFAS No. 115 amounting to $(288,000) at June 30, 2004 and $307,000 at December 31, 2003.

The Federal Reserve Board provides guidelines for the measurement of capital adequacy. The Bank’s capital, as adjusted under these guidelines, is referred to as risk-based capital. The Bank’s Tier 1 risk-based capital ratio at June 30, 2004 was 11.84%, and total risk-based capital was 13.09%. At June 30, 2003, these ratios were 10.03% and 11.28% respectively. Minimum regulatory Tier 1 risk-based and total risk-based capital ratios under the Federal Reserve Board guidelines are 4% and 8%, respectively.

21


The capital guidelines also provide for a standard to measure risk-based capital to total assets which is called the leverage ratio. The Bank’s leverage ratio was 9.56% at June 30, 2004, and 8.70% in 2003. The minimum standard leverage ratio is 3% but financial institutions are expected to maintain a leverage ratio 1 to 2 percentage points above the 3% minimum.

In 1998 the Company exercised an option to purchase an 18 acre tract of land in northwest Brighton, primarily to acquire a prime site for a new branch. The cost of the property was approximately $4,000,000. In 1999, a new branch of the Bank was built on a portion of the land valued at approximately $800,000. During 2000 one parcel of the property was sold, and the remaining property was sold in the first quarter 2004, at book value. During the first quarter of 2004, the Bank also transferred two pieces of property originally acquired for future expansion to HB Realty. Their carrying amounts are included in “Land and facilities held for sale, net” at June 30, 2004.

Critical Accounting Policies

The Company maintains critical accounting policies for the allowance for loan losses. Refer to notes 1c and 1d of the Notes to Consolidated Financial Statements for additional information incorporated by reference to the Annual Report to Shareholders for the year ended December 31, 2003.

Contractual Obligations

As of June 30, 2004, December 31, 2003, and June 30, 2003, the Bank had outstanding irrevocable standby letters of credit, which carry a maximum potential commitment of approximately $3,200,000, $2,600,000 and $3,300,000, respectively. These letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. The majority of these letters of credit are short-term guarantees of one year or less, although some have maturities which extend as long as two years. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The Bank primarily holds real estate as collateral supporting those commitments for which collateral is deemed necessary. The extent of collateral held on those commitments at June 30, 2004, December 31, 2003 and June 30, 2003, where there is collateral, is in excess of the committed amount. A letter of credit is not recorded on the balance sheet until a customer fails to perform.

Impact of New Accounting Standards

Financial Accounting Standards Board Interpretation No. 46, Consolidation of Variable Interest Entities, (revised December 2003) (FIN46(R)), clarifies when some entities previously not consolidated under prior accounting guidance, should be. In some instances, it also requires certain previously consolidated entities to be de-consolidated. FIN 46(R) is effective for periods ended after December 15, 2003 for special purpose entities and for periods ended after March 15, 2004 for other types of variable interest entities (VIEs) that are not defined as special purpose entities. This interpretation did not have an impact on the Company’s consolidated financial statements as the Company does not currently have an interest in any VIEs.

AICPA Statement of Position 03-3, Accounting for Certain Loans or Debt Securities Acquired in a Transfer (SOP 03-3), addresses the accounting for differences between contractual cash flows and cash flows expected to be collected from the initial investment in loans acquired in a transfer if those differences are attributable, at least in part, to credit quality. It includes such loans acquired in purchase business combinations and does not apply to loans originated by the entity. The SOP prohibits carrying over or creation of valuation allowances in the initial accounting for loans acquired in a transfer. It is effective for loans acquired in fiscal years beginning after December 15, 2004. The effects of this new guidance on the Company’s financial statements will depend on future loan acquisition activity, thus is not determinable at this time.

22


Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no material change in the market risk faced by the Company since December 31, 2003 other than previously discussed.

Item 4. Controls and Procedures

(a)  Evaluation of Disclosure Controls and Procedures.
With the participation of management, the Company’s chief executive officer and chief financial officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13 – 15(e) and 15d – 15(e)) for the period ended June 30, 2004, have concluded that the Company’s disclosure controls and procedures were adequate and effective to ensure that material information relating to the Company and its consolidated subsidiaries would be made known to them by others in connection with the Company’s filing of its second quarter report on Form 10-Q for the period ended June 30, 2004.

(b) Changes in Internal Controls.

  During the fiscal quarter covered by this Report, there have not been any changes in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

23


PART II — OTHER INFORMATION

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchased of Equity Securities

        All securities sold by the Company were registered under the Securities Act.

        The Company did not repurchase any of its stock during the current quarter, nor has the Company’s Board adopted or approved a stock repurchase program.

Item 4. Submission of Matters to a Vote of Security Holders

        The registrant’s annual meeting of stockholders was held on April 21, 2004. The stockholders voted on the election of directors.

The following nominee for the office of director was elected for a term expiring in 2006:

      Herbert W. Bursch

The following three nominees for the office of director were elected for a term expiring in 2007:

      Barbara Draper
      Randolph E. Rudisill
      W. Rickard Scofield

Additionally, the following directors continue in office.

Term expiring in 2005:
      Athena Bacalis
      Dona Scott Laskey
      James R. McAuliffe
      R. Michael Yost

Term expiring in 2006:
      Gary R. Boss
      Donald K. Burkel
      Richard F. Hopper

24


Item 6. Exhibits and Reports on Form 8-K

(a) The following exhibits (listed by number corresponding to the Exhibit Table as Item 601 in Regulation S-K) are filed with this report:

  31.1 Certificate of the Chief Executive Officer of FNBH Bancorp, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  31.2 Certificate of the Chief Financial Officer of FNBH Bancorp, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  32.1 Certificate of the Chief Executive Officer of FNBH Bancorp, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

  32.2 Certificate of the Chief Financial Officer of FNBH Bancorp, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

(b) Reports on Form 8-K:

        The Company filed an amended 8-K/A report on April 5, 2004, under Item 4 regarding the decline of KPMG, the Company’s independent auditors to stand for re-election.

        The Company filed a report on 8-K on April 23, 2004, under Item 12 regarding the Company’s First Quarter 2004 Earnings Press Release.

25


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 to be signed on its behalf by the undersigned hereunto duly authorized.




FNBH BANCORP, INC.


/s/ Herbert W. Bursch
——————————————
Herbert W. Bursch
President and Chief Executive Officer


/s/ Janice B. Trouba
——————————————
Janice B. Trouba
Chief Financial Officer

DATE: August 5, 2004

26


EXHIBIT 31.1

CERTIFICATE OF THECHIEF
EXECUTIVE OFFICER OF

FNBH BANCORP, INC.

        Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002:

I, Herbert W. Bursch, certify that:

1. I have reviewed this quarterly report on Form 10-Q of FNBH Bancorp, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

  a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

  b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

  c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of (or persons performing the equivalent functions):

  a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

  b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: August 5, 2004

/s/ Herbert W. Bursch
——————————————
Herbert W. Bursch
Chief Executive Officer

27


EXHIBIT 31.2

CERTIFICATE OF THECHIEF
FINANCIAL OFFICER OF

FNBH BANCORP, INC.

        Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002:

I, Janice B. Trouba, certify that:

1. I have reviewed this quarterly report on Form 10-Q of FNBH Bancorp, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

  a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

  b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

  c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of (or persons performing the equivalent functions):

  a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

  b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting

Date: August 5, 2004

/s/ Janice B. Trouba
——————————————
Janice B. Trouba
Chief Financial Officer

28


EXHIBIT 32.1

CERTIFICATE OF THECHIEF
EXECUTIVE OFFICER OF

FNBH BANCORP, INC.

        Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350):

        I, Herbert W. Bursch, Chief Executive Officer of FNBH Bancorp, Inc., certify, to the best of my knowledge and belief, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) that:

        (1) The quarterly report on Form 10-Q for the quarterly period ended June 30, 2004, which this statement accompanies, fully complies with requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and;

        (2) The information contained in this quarterly report on Form 10-Q for the quarterly period ended June 30, 2004, fairly presents, in all material respects, the financial condition and results of operations of FNBH Bancorp, Inc.




Date: August 5, 2004
FNBH BANCORP, INC.


By: /s/ Herbert W. Bursch
      ——————————————
      Herbert W. Bursch
Its: Chief Executive Officer

The signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to FNBH Bancorp, Inc. and will be retained by FNBH Bancorp, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

29


EXHIBIT 32.2

CERTIFICATE OF THECHIEF
FINANCIAL OFFICER OF

FNBH BANCORP, INC.

        Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350):

        I, Janice B. Trouba, Chief Financial Officer of FNBH Bancorp, Inc., certify, to the best of my knowledge and belief, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) that:

        (1) The quarterly report on Form 10-Q for the quarterly period ended June 30, 2004, which this statement accompanies, fully complies with requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and;

        (2) The information contained in this quarterly report on Form 10-Q for the quarterly period ended June 30, 2004, fairly presents, in all material respects, the financial condition and results of operations of FNBH Bancorp, Inc.




Date: August 5, 2004
FNBH BANCORP, INC.


By: /s/ Janice B. Trouba
      ——————————————
      Janice B. Trouba
Its: Chief Financial Officer

The signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to FNBH Bancorp, Inc. and will be retained by FNBH Bancorp, Inc. and furnished to the Securities and Exchange Commission or its staff upon request

30