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

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: 3,178,294 shares of the Company’s Common Stock (no par value) were outstanding as of October 31, 2004.


INDEX



Part I.


























Part II.


Financial Information (unaudited):

Item 1.
Interim Financial Statements:
Consolidated Balance Sheets as of September 30, 2004 and December 31, 2003
Consolidated Statements of Income, three months ended September 30, 2004
     and 2003 and nine months ended September 30, 2004 and 2003
Consolidated Statements of Stockholders' Equity and Comprehensive
     Income for the three months ended September 30, 2004 and 2003
Consolidated Statements of Stockholders' Equity and Comprehensive
     Income for nine months ended September 30, 2004 and 2003
Consolidated Statements of Cash Flows for nine months ended
     September 30, 2004 and 2003

Notes to Interim Consolidated Financial Statements

Item 2.
Management's Discussion and Analysis of
     Financial Condition and Results of Operations

Item 3.
Quantitative and Qualitative Disclosures about Market Risk

Item 4.
Controls and Procedures


Other Information

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds

Item 6.
Exhibits

Signatures
Page
Number




4

5

6

7

8

9



10


23


23





24


24

25

2


PART I — FINANCIAL INFORMATION

Item 1.
Financial Statements

Unaudited interim consolidated financial statements follow.





3


FNBH BANCORP, INC. AND SUBSIDIARIES

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


Assets            
Cash and due from banks   $ 12,880,396   $ 16,035,121  
Short term investments    17,766,115    16,848,371  


      Total cash and cash equivalents    30,646,511    32,883,492  
   
Certificates of deposit    7,061,000    1,553,000  
Investment securities held to maturity, net (fair value of $17,704,653  
   at September 30, 2004 and $16,006,625 at December 31, 2003)    16,911,958    15,051,293  
Investment securities available for sale, at fair value    40,012,903    26,787,863  
Mortgage-backed securitities available for sale, at fair value    17,513,821    12,513,486  
FHLBI and FRB stock, at cost    1,119,250    1,082,750  


      Total investment securities    75,557,932    55,435,392  
   
Loans:  
   Commercial    267,256,519    278,002,975  
   Consumer    36,671,818    34,995,478  
   Real estate mortgage    34,260,823    34,087,202  


      Total loans    338,189,160    347,085,655  
   Less allowance for loan losses    (6,267,538 )  (5,958,375 )


      Net loans    331,921,622    341,127,280  
   
Premises and equipment, net    11,304,304    11,910,399  
Land and facilities held for sale, net    155,690    1,400,290  
Other real estate owned, held for sale    1,176,833    65,000  
Accrued interest and other assets    5,471,395    5,443,555  


      Total assets   $ 463,295,287   $ 449,818,408  


   
Liabilities and Stockholders' Equity  
Liabilities  
Deposits:  
   Demand (non-interest bearing)   $ 76,840,911   $ 69,233,515  
   NOW    53,025,822    46,056,749  
   Savings and money market    144,914,687    140,639,653  
   Time    133,025,573    137,174,926  
   Brokered certificates of deposit    2,377,042    5,968,458  


      Total deposits    410,184,035    399,073,301  
Other borrowings    5,066,836    5,327,708  
Accrued interest, taxes, and other liabilities    3,434,501    4,181,918  


      Total liabilities    418,685,372    408,582,927  
Stockholders' Equity  
Common stock, no par value. Authorized 4,200,000 shares; 3,178,294  
   shares issued and outstanding at September 30, 2004 and 3,168,931  
   shares issued and outstanding at December 31, 2003    5,972,173    5,725,898  
Retained earnings    38,161,568    35,425,699  
Deferred directors' compensation    437,211    -  
Unearned long term incentive plan    (167,607 )  (222,652 )
Accumulated other comprehensive income, net    206,570    306,536  


      Total stockholders' equity    44,609,915    41,235,481  


      Total liabilities and stockholders' equity   $ 463,295,287   $ 449,818,408  


See notes to interim consolidated financial statements.

4


FNBH BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Income (Unaudited) Three months ended September 30 Nine months ended September 30
2004 2003 2004 2003




Interest and dividend income:                    
   Interest and fees on loans   $ 5,445,772   $ 5,738,193   $ 16,256,931   $ 17,061,171  
   Interest and dividends on investment securities:  
      U.S. Treasury and agency securities    475,520    226,378    1,178,146    677,073  
      Obligations of states and political subdivisions    194,712    190,008    555,826    586,036  
      Corporate bonds    30,069    47,244    107,458    141,716  
      Other securities    11,924    97    38,048    15,033  
   Interest on short-term investments    66,491    42,303    152,680    89,285  
   Interest on certificates of deposit and other bank deposits    32,425    11,583    61,546    86,096  




      Total interest and dividend income    6,256,913    6,255,806    18,350,635    18,656,410  




   
Interest expense:  
   Interest on deposits    1,260,534    1,353,180    3,863,223    4,430,233  
   Interest on other borrowings    93,475    115,627    281,072    311,968  




      Total interest expense    1,354,009    1,468,807    4,144,295    4,742,201  




   
      Net interest income    4,902,904    4,786,999    14,206,340    13,914,209  
   
Provision for loan losses    300,000    200,000    995,000    800,000  




      Net interest income after provision for loan losses    4,602,904    4,586,999    13,211,340    13,114,209  




   
Noninterest income:  
   Service charges and other fee income    750,199    885,911    2,421,250    2,309,107  
   Trust income    57,556    100,071    184,104    224,503  
   Gain on sale of loans    17,102    120,603    56,797    358,736  
   Gain on sale/call of investments    -    -    -    3,823  
   Other    23,424    2,115    369,546    65,551  




      Total noninterest income    848,281    1,108,700    3,031,697    2,961,720  




   
Noninterest expense:  
   Salaries and employee benefits    1,678,624    1,657,018    5,472,492    5,236,658  
   Net occupancy expense    259,688    241,521    817,510    721,304  
   Equipment expense    214,652    217,191    656,306    789,666  
   Professional and service fees    370,304    273,749    1,122,018    849,683  
   Printing and supplies    51,613    39,307    211,917    213,268  
   Advertising    70,404    74,282    225,552    246,017  
   Other    435,208    479,202    1,421,920    1,505,867  




      Total noninterest expense    3,080,493    2,982,270    9,927,715    9,562,463  




   
Income before federal income taxes    2,370,692    2,713,429    6,315,322    6,513,466  
   
Federal income taxes    723,600    841,700    1,897,156    1,996,675  




   Net income   $ 1,647,092   $ 1,871,729   $ 4,418,166   $ 4,516,791  




   
Per share statistics  
   Basic EPS   $ 0.52   $ 0.59   $ 1.39   $ 1.43  
   Diluted EPS   $ 0.52   $ 0.59   $ 1.39   $ 1.43  
   Dividends   $ 0.19   $ 0.17   $ 0.53   $ 0.51  
Basic average shares outstanding    3,184,609    3,164,895    3,180,519    3,161,846  
Dilutive average shares outstanding    3,188,460    3,164,895    3,183,317    3,161,846  

See notes to interim consolidated financial statements.

5


FNBH BANCORP, INC. AND SUBSIDIARY
Consolidated Statement of Stockholders' Equity and Comprehensive Income

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

Common Stock Retained Earnings Unearned Long Term Incentive Plan Accumulated Other Comprehensive Income (loss) Total





Balances at June 30, 2003     $5,622,202   $ 33,256,070   $ (228,649 ) $ 627,068   $ 39,276,691    
Amortization of long term
incentive plan
            21,052  21,052
Issued 636 shares for
employee purchase plan
    13,642        13,642
Issued 241 shares for
current directors' fees
    5,811        5,811
Comprehensive income:  
   Net income        1,871,729      1,871,729
   Change in unrealized loss
   on debt securities
  
   available for sale, net of
   tax effect
                (223,283 )  (223,283 )

      Total comprehensive income                    1,648,446  
Cash dividends (17¢ per share)        (538,031 )      (538,031 )





Balances at September 30, 2003   $5,641,655   $ 34,589,768   $ (207,597 ) $ 403,785   $ 40,427,611  





     
Common Stock Retained Earnings Deferred Directors' Compensation Unearned Long Term Incentive Plan Accumulated Other Comprehensive Income (loss) Total






Balances at June 30, 2004   $ 5,953,028   $ 37,118,216   $   $ (184,166 ) $ (287,674 ) $ 42,599,404  
Amortization of long term
incentive plan
                16,559        16,559  
Issued 569 shares for
employee purchase plan
    14,800                    14,800  
Issued 142 shares for
current directors' fees
    4,345                    4,345  
Reclassification of directors' deferred  
compensation (19,321 stock units)            437,211            437,211  
Comprehensive income:  
   Net income        1,647,092                1,647,092  
   Change in unrealized gain
   on debt securities
  
   available for sale, net of
   tax effect
                    494,244    494,244  

      Total comprehensive income                        2,141,336  
Cash dividends (19¢ per share)        (603,740 )              (603,740 )






Balances at September 30, 2004   $ 5,972,173   $ 38,161,568   $ 437,211   $ (167,607 ) $ 206,570   $ 44,609,915  






See notes to interim consolidated financial statements

6


FNBH BANCORP, INC. AND SUBSIDIARY
Consolidated Statement of Stockholders' Equity and Comprehensive Income

For the Nine Months Ended September 30, 2004 and 2003 (Unaudited)

Common Stock Retained Earnings Unearned Long Term Incentive Plan Accumulated Other Comprehensive Income (loss) 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             112,139      112,139
Issued 2,310 shares for employee stock purchase plan    47,612                   47,612  
Issued 691 shares for current stock directors' fees    16,504                   16,504  
Issued 1,689 shares for directors' variable fee plan    39,996                   39,996  
Comprehensive income:  
   Net income        4,516,791          4,516,791
   Change in unrealized loss on
   debt securities
  
   available for sale, net of tax effect                (272,173 )  (272,173 )

      Total comprehensive income                    4,244,618
Cash dividends (51¢ per share)        (1,612,872 )          (1,612,872 )





Balances at September 30, 2003   $ 5,641,655   $34,589,768 $(207,597 ) $ 403,785   $ 40,427,611  





   
Common Stock Retained Earnings Deferred Directors' Compensation Unearned Long Term Incentive Plan Accumulated Other Comprehensive Income (loss) 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                  167,971       167,971
Retired 146 shares from long term incentive plan    (3,059 )            3,059       -
Issued 3,145 shares for employee stock purchase plan    77,253                        77,253  
Issued 641 shares for current directors' fees    18,051                        18,051  
Issued 1,179 shares for directors' variable fee plan    32,092                        32,092  
Issued 283 shares for deferred directors' fees    5,953                        5,953  
Reclassification of directors' deferred compensation  
(19,321 stock units)            437,211          437,211
Comprehensive income:  
   Net income        4,418,166              4,418,166
   Change in unrealized loss on debt securities  
   available for sale, net of tax effect                    (99,966 )  (99,966 )

      Total comprehensive income                        4,318,200
Cash dividends (53¢per share)        (1,682,297 )              (1,682,297 )






Balances at September 30, 2004   $ 5,972,173   $38,161,568   $ 437,211   $ (167,607 ) $ 206,570   $ 44,609,915  






See notes to interim consolidated financial statements

7


FNBH BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited) Nine months ended September 30


2004 2003


Cash flows from operating activities:            
   Net income   $ 4,418,166   $ 4,516,791  
Adjustments to reconcile net income to net cash provided by operating activities:  
   Provision for loan losses    995,000    800,000  
   Depreciation and amortization    767,917    776,587  
   Deferred income taxes    46,554    -  
   Net amortization on investment securities    4,764    105,092  
   Earned portion of long term incentive plan    167,971    112,139  
   Shares issued for directors' compensation    56,096    56,500  
   Gain on sale/call of investments    -    (3,823 )
   Gain on sale of loans    (56,797 )  (358,736 )
   Proceeds from sale of loans    7,771,256    22,327,086  
   Origination of loans held for sale    (7,037,000 )  (22,551,120 )
   Gain on the sale of other real estate owned, held for sale    (40,734 )  (22,710 )
   Proceeds from sale of other real estate owned, held for sale    490,703    760,916  
   Proceeds from sale of land and facilities held for sale    1,400,290    -  
   Loss on disposal of equipment    -    8,958  
   Increase in accrued interest income and other assets    (180,794 )  (117,341 )
   Increase (decrease) in accrued interest, taxes, and other liabilities    (152,006 )  344,440  


      Net cash provided by operating activities    8,651,386    6,754,779  


Cash flows from investing activities:  
   Purchases of available for sale securities    (32,556,566 )  (13,960,659 )
   Purchases of held to maturity securities    (4,776,698 )  (234,270 )
   Purchases/Stock dividend FHLBI stock    (36,500 )  (13,200 )
   Proceeds from maturities and calls of available for sale securities    11,500,000    2,000,000  
   Proceeds from mortgage-backed securities paydowns-available for sale    2,670,570    5,052,453  
   Proceeds from maturities and calls of held to maturity securities    2,920,125    1,745,000  
   Proceeds from mortgage-backed securities paydowns-held to maturity    -    26,028  
   Purchases of brokered certificates of deposit    (5,993,000 )  (1,089,000 )
   Maturity of brokered certificates of deposit    485,000    2,447,000  
   Net (increase) decrease in loans    5,971,396    (19,906,073 )
   Capital expenditures    (317,512 )  (1,512,162 )


      Net cash used in investing actitities    (20,133,185 )  (25,444,883 )


Cash flows from financing activities:  
   Net increase in deposits    14,702,150    12,472,114  
   Increase (decrease) in brokered certificates of deposit    (3,591,416 )  5,968,458  
   Payments on FHLB note    (260,872 )  (241,547 )
   Dividends paid    (1,682,297 )  (1,612,872 )
   Shares issued for employee stock purchase    77,253    47,612  


      Net cash provided by financing activities    9,244,818    16,633,765  


   Net decrease in cash and cash equivalents    (2,236,981 )  (2,056,339 )
   
Cash and cash equivalents at beginning of year    32,883,492    33,038,404  


Cash and cash equivalents at end of period   $ 30,646,511   $ 30,982,065  


Supplemental disclosures:  
   Interest paid   $ 4,284,766   $ 3,298,242  
   Federal income taxes paid    1,645,000    1,740,000  
   Loans transferred to other real estate    1,561,802    95,000  
   Loans transferred to land and facilities, held for sale    155,690    -  
   Loans charged off    797,479    726,959  

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 FNBH Bancorp, Inc. (the Company), 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 Company as of September 30, 2004, and consolidated results of operations for the three months and nine months ended September 30, 2004 and 2003 and consolidated cash flows for the nine months ended September 30, 2004 and 2003.

2.     The results of operations for the three months and nine months ended September 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 Company’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 $1,968,000 at September 30, 2004, $5,830,000 at September 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.

Third Quarter Year-to-Date


2004 2003 2004 2003




Net income     $ 1,647,092   $ 1,871,729   $ 4,418,166   $ 4,516,791  
   
Weighted average  
   shares outstanding (basic)    3,184,609    3,164,895    3,180,519    3,161,846  
Dilutive shares    3,851    0    2,798    0  




   Weighted average  
      shares outstanding (diluted)    3,188,460    3,164,895    3,183,317    3,161,846  
   
Earnings per share:  
   Basic EPS   $ .52   $ .59   $ 1.39   $ 1.43  
   Diluted EPS   $ .52   $ .59   $ 1.39   $ 1.43  

9


Dilutive shares outstanding includes potential common shares awarded under restricted stock awards determined using the treasury stock method.

7.     In September 2004, the Company reclassified Deferred Directors’ Compensation (See Note 17 of the Consolidated Financial Statements in the 2003 Annual Report) from a liability to equity. Prior periods were not reclassified as the impact of this change was determined not to be significant.

Item 2.

Management’s Discussion and Analysis
of 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 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 nine months ended September 30, 2004 and 2003, and also provides information relating to the Company’s financial condition, focusing on its liquidity and capital resources.

Third Quarter Year-to-Date


Earnings
(in thousands except per share data)
2004 2003 2004 2003




Net income     $ 1,647   $ 1,872   $ 4,418   $ 4,517  
   
Basic and diluted earnings per share   $ .52   $ .59   $ 1.39   $ 1.43  

Net income for the three months ended September 30, 2004 decreased approximately $225,000 (12.0%) compared to the same period last year. In the third quarter of the current year, the provision for loan losses increased $100,000 (50.0%), noninterest income decreased $260,000 (23.5%) and noninterest expenses increased $98,000 (3.3%). Partially offsetting these unfavorable occurrences was an increase in net interest income of $116,000 (2.4%) and a decrease in federal income taxes of $118,000 (14.0%).

10


Net income for the nine months ended September 30, 2004 decreased approximately $99,000 (2.2%) compared to the same period last year. Contributing to the decrease was a higher provision for loan losses of $195,000 (24.4%) and increases in noninterest expenses of $365,000 (3.8%). Partially offsetting these unfavorable variances were an increase in net interest income of $292,000 (2.1%), higher noninterest income of $70,000 (2.4%) and lower federal income taxes of $100,000 (5.0%).

Third Quarter Year-to-Date


Net Interest Income
(in thousands)
2004 2003 2004 2003




Interest Income     $ 6,257   $ 6,256   $ 18,350   $ 18,656  
   
Interest Expense    1,354    1,469    4,144    4,742  




Net Interest Income   $ 4,903   $ 4,787   $ 14,206   $ 13,914  

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

11


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

----------Third Quarter Averages----------
2004 2003
Average Balance Interest Rate Average Balance Interest Rate

Assets:                            
Short term investments and certificates of deposit   $ 25,131   $ 98.7    1.54 % $ 14,639   $ 53.5    1.43 %
Securities:   Taxable    53,355    517.4    3.88 %  28,759    273.7    3.81 %
                      Tax-exempt (1)    16,643    282.6    6.79 %  15,551    273.7    7.04 %
Loans (2)(3)    333,739    5,481.4    6.45 %  345,352    5,773.6    6.56 %


Total earning assets/total  
interest income    428,868   $ 6,380.1    5.86 %  404,301   $ 6,374.5    6.20 %


Cash and due from banks    12,790            14,101
All other assets    18,059            18,118
Allowance for loan losses    (6,159 )          (5,889 )


    Total Assets   $ 453,558           $430,631


Liabilities and  
    Stockholders' Equity:  
Interest bearing deposits:  
Savings and NOW accounts   $ 189,757   $ 302.2    0.63 % $ 172,674   $ 295.3    0.68 %
Time    138,743    958.3    2.75 %  134,971    1,057.9    3.11 %
Short term borrowings    -    -    0.00 %  4,946    17.3    1.37 %
FHLB advances    5,067    93.5    7.22 %  5,328    98.3    7.22 %


Total interest bearing  
liabilities/total interest expense    333,567   $ 1,354.0    1.61 %  317,919   $ 1,468.8    1.83 %


Non-interest bearing deposits    72,899            69,133
All other liabilities    3,542            3,592
Stockholders' Equity    43,550            39,987


Total Liabilities and  
Shareholders' Equity   $ 453,558           $430,631


Interest spread              4.25 %            4.37 %


Net interest income-FTE       $5,026.1         $4,905.7


Net interest margin              4.60 %            4.76 %


(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 $199,000 in 2004 and $212,000 in 2003.

12


INTEREST YIELDS AND COSTS (in thousands)
September 30, 2004 and 2003

----------Year to Date Averages----------
2004 2003
Average Balance Interest Rate Average Balance Interest Rate

Assets:                            
Short term investments and certificates of deposit   $ 21,413   $ 213.7    1.32 % $ 13,820   $ 174.4    1.68 %
Securities: Taxable    44,928    1,323.6    3.93 %  27,654    833.8    4.02 %
     Tax -exempt (1)    15,299    805.2    7.02 %  16,062    842.7    7.00 %
Loans (2)(3)    339,010    16,359.4    6.36 %  338,562    17,165.7    6.70 %




Total earnings assets/total  
interest income    420,650   $ 18,701.9    5.87 %  396,098   $ 19,016.6    6.35 %


Cash & due from banks    12,644            13,101
All other assets    18,336            18,325
Allowance for loan loss    (6,169 )          (5,879 )


Total Assets   $ 445,461           $421,645


Liabilities and  
    Stockholders' Equity:  
Interest bearing deposits:  
Savings & NOW accounts   $ 184,749   $ 881.9    0.64 % $ 172,889   $ 1,175.7    0.91 %
Time    140,302    2,981.4    2.84 %  133,519    3,254.6    3.26 %
Short term borrowings    3    -    1.19 %  1,721    17.6    1.35 %
FHLB Advances    5,085    281.0    7.26 %  5,340    294.3    7.27 %




Total interest bearing  
liabilities/total interest expense    330,139   $ 4,144.3    1.67 %  313,469   $ 4,742.2    2.02 %


Non-interest bearing deposits    69,072            65,563
All other liabilities    3,544            3,549
Stockholders' Equity    42,706            39,064


Total liabilities and  
shareholders' equity   $ 445,461           $421,645


Interest spread              4.20 %            4.33 %


Net interest income-FTE       $14,557.6             $ 14,274.4  


Net interest margin              4.55 %            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 $541,000 in 2004 and $542,000 in 2003.

13


Interest Earning Assets/Interest Income
On a tax equivalent basis, interest income increased approximately $5,600 (0.1%) in the third quarter of 2004 compared to the third quarter of 2003. The increase was the result of higher average earning assets of $24,600,000 (6.1%) almost completely offset by a reduction in the yield on earning assets of 34 basis points. The reduction in yield is the result of a change in the mix of earning assets in 2004 as well as the continued low rate environment.

The quarterly average balance of short term investments and securities was $36,000,000 (61.2%) higher in the third 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 30 basis points due to higher balances held in short term funds which had a lower yield because of lower market interest rates. Loans, which earn a higher yield than investments, had a decrease in average balances of $11,600,000 (3.4%) in the third quarter of 2004 compared to the same period last year as well as an 11 basis point reduction in yield. Soft loan demand in local markets has been pressuring loan pricing downwards resulting in lower yields. Loan balances at September 30, 2004 have decreased $8,900,000 from December 31, 2003, but have increased $5,000,000 from June 30, 2004. The decrease from the prior year end is due to soft loan demand during the first half of this year and competitive pressures within our markets. We have recently begun to see some improvement in loan demand but remain cautious for the remainder of 2004.

Through the first nine months of 2004, tax equivalent interest income decreased $315,000 (1.7%). Loan interest income decreased $806,000 (4.7%). The average rate earned on loans decreased 34 basis points while average balances increased by $400,000 (.1%). The slight increase in loan growth occurred in average consumer loans, $3,000,000 (8.9%) and average mortgage loans $1,700,000 (5.4%) while average commercial loans experienced a decrease of $4,300,000 (1.6%). The decline in rates is due to lower rates in the first half of 2004 as well as competitive pressures discussed above. In addition to the mortgage loans held in the Bank’s loan portfolio, the Bank also originates mortgage loans held for sale in the secondary market. Loans originated for sale in 2004 were $3,087,000 compared to $22,102,000 through September 30, 2003. The decline was the result of increases in mortgage rates and lower refinancing activity in 2004. Positively affecting interest income was an increase in short term investments and securities income of $491,000 (26.6%), the result of higher average balances of $24,100,00 (41.2%).

Interest Bearing Liabilities/Interest Expense
Interest expense on deposits for the third quarter of 2004 decreased $93,000 (6.8%) from the third quarter 2003. The positive change in interest expense is the result of lower rates paid on deposits of 22 basis points partially offset by higher average balances of $20,900,000 (6.8%).

Interest expense on deposits declined during the first nine months of 2004 compared to the same period in the prior year by $567,000 (12.8%) due to a decrease in the average rate paid on deposits of 34 basis points partially offset by an increase in interest bearing deposit balances of $18,700,000 (6.1%).

Included in the average balance for short term borrowings during 2003 were federal funds purchased. Due to the increased liquidity through September 2004 it has not been necessary to borrow federal funds or other short term borrowings. FHLB advances include two loans entered into in 2000 from the Federal Home Loan Bank of Indianapolis (FHLBI). 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 loan 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 September 30, 2004, the Bank had Large Certificates totaling approximately $58,000,000 compared to $54,000,000 at December 31, 2003. At September 30, 2004, the Bank had $2,400,000 in brokered certificates which were issued through a dealer in September 2003 to help fund loan growth. The certificates mature 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 September 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 September 30, 2004
(dollars in thousands)

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





Assets:                        
  Loans   $ 170,965   $ 40,297   $ 121,437   $ 5,490   $ 338,189  
  Securities    13,693    13,355    39,510    9,000    75,558  
  Brokered CD's    970    5,993    -    98    7,061  
  Short term investments    17,776    -    -    -    17,776  





     Total rate sensitive assets   $ 203,404   $ 59,645   $ 160,947   $ 14,588   $ 438,584  
   
Liabilities:  
  Savings & NOW   $ 93,367   $ -   $ -   $ 104,574   $ 197,941  
  Time    36,888    53,008    45,055    452   135,403  
  Other borrowings    -    3,282    1,371    414   5,067  





     Total rate sensitive liabilities   $ 130,255   $ 56,290   $ 46,426   $ 105,440   $ 338,411  
   
Rate sensitivity gap and ratios:  
  Gap for period   $ 73,149   $ 3,355   $ 114,521   $ (90,852 )
  Cumulative gap    73,149    76,504    191,025    100,173  
   
Cumulative rate sensitive ratio    1.56  1.41  1.82  1.30

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 September 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


Third Quarter Year-to-Date


Provision for Loan Losses
(in thousands)
2004 2003 2004 2003




Total     $ 300   $ 200   $ 995   $ 800  

The Company provided a loan loss provision of $300,000 in the third quarter of 2004 having provided a provision of $200,000 in the same period last year. The provision is based upon an analysis of estimated losses inherent in the portfolio and other economic factors. In the third quarter of 2004 the provision was higher due to increased consumer loan charge-offs and other performing loans of concern in 2004. Non-performing loans at September 30, 2004 are down $2,325,000 from December 31, 2003, and have decreased $3,862,000 from the balance at September 30, 2003. Net charge offs for the third quarter of 2004 were $197,000 compared to $67,000 in the same period in 2003.

Year to date the provision is $995,000 compared to $800,000 in the prior year. Management has determined that the allowance is adequate based on potential losses inherent in the portfolio. At September 30, 2004 the allowance for loan loss as a percent of loans was 1.85%, compared to 1.73% a year earlier and 1.72% at December 31, 2003. For the first nine months of 2004, the Bank had net charge offs of $685,000 compared to $579,000 for the same period in 2003. Non-accrual, past due 90 days, and renegotiated loans were .58% and 1.68% of total loans outstanding at September 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 $6,800,000 at September 30, 2004, and included non-accrual and past due 90 days other than homogenous residential and consumer loans, and $5,100,000 of commercial loans separately identified as impaired. Impaired loans totaled $9,600,000 at December 31, 2003 and $9,200,000 at September 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 commercial loans had specific reserves calculated in accordance with SFAS No. 114 of $1,700,000 at September 30, 2004, $1,600,000 at December 31, 2003, and $1,650,000 at September 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 ninety 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 September 30, 2004 compared to December 31, 2003.

Nonperforming Assets
(in thousands)
September 30, 2004 December 31, 2003


Nonaccrual loans     $ 1,652,000   $ 4,293,000  
90 days or more past due and still accruing    316,000    -  


         Total nonperforming loans   $ 1,968,000   $ 4,293,000  
Other real estate    1,177,000    65,000  


         Total nonperforming assets   $ 3,145,000   $ 4,358,000  
   
Nonperforming loans as a percent of total loans    .58%    1.24%  
Loan loss reserve as a percent of nonperforming loans    318%    139%  
Nonperforming assets as a percent of total loans and  
other real estate owned    .93%    1.26%  

18


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

Year to date
September 30, 2004
Year to date
September 30, 2003


Loans: (dollars in thousands)        
   Average daily balance of loans for the year to date   $ 339,010   $ 338,562  
   Amount of loans, outstanding at end of the quarter    338,189    347,027  
   
Allowance for loan losses:  
   Balance at beginning of year   $ 5,958   $ 5,794  
   Loans charged off:  
      Real estate    0    0  
      Commercial    363    544  
      Consumer    434    182  


         Total charge-offs    797    726  
   Recoveries of loans previously charged off:  
      Real estate    0    0  
      Commercial    28    100  
      Consumer    84    47  


         Total recoveries    112    147  


   
Net loans charged off    685    579  
Additions to allowance charged to operations    995    800  


         Balance at end of quarter   $ 6,268   $ 6,015  
   
Ratios:  
    Net loans charged off (annualized) to average  
    loans outstanding    .27 %  .23 %
    Allowance for loan losses to loans outstanding    1.85 %  1.73 %

19


Third Quarter Year-to-Date


Noninterest Income
(in thousands)
2004 2003 2004 2003




Total     $ 848   $ 1,109   $ 3,032   $ 2,962  

Noninterest income which includes service charges and other fee income, trust income, gain on sale of loans and other miscellaneous income decreased by $260,000 (23.5%) during the third quarter of 2004 from the comparable quarter in 2003. Service charges and other fee income decreased $136,000 (15.3%) during the third quarter of 2004 from the third quarter of 2003 due to lower income from commercial loan fees and commercial deposit service charges. Trust income decreased $43,000 (42.5%) due to nonrecurring fees collected in 2003. Gain on the sale of loans decreased $104,000 (85.8%) due to lower volume of mortgage loans originated for sale in 2004. During the third quarter of 2004, $813,000 of loans were sold compared to $8,081,000 in the same quarter of 2003. Other income increased $21,000 during the third quarter of 2004 primarily due to $15,000 of property easements on a branch facility to accommodate road construction.

For the year, noninterest income increased $70,000 (2.4%). Contributing to the favorable variance was an increase in service charges and other fee income because of a $159,000 change in the mortgage servicing rights impairment reserve in 2004 due to the recognition of impairment in 2003 of $130,000, while 2004 has had a recovery of this impairment of $29,000. Other income also increased $304,000 in 2004 due to the recognition of a $299,000 nonrecurring gain on the sale of other real estate held for sale in 2004. Offsetting this is a reduction in the gain on loans sold of $302,000 due to lower volume of loans sold in 2004.

Third Quarter Year-to-Date


Noninterest Expense
(in thousands)
2004 2003 2004 2003




Total     $ 3,080   $ 2,982   $ 9,928   $ 9,562  

Noninterest expense increased $98,000 (3.3%) in the third quarter of 2004 compared to the same period in 2003. Salaries and benefits increased $22,000 (1.3%) in the third quarter of 2004 compared to the third quarter of 2003 due to increased benefit costs offset by lower salaries due to open positions during the third quarter of 2004. Occupancy cost increased $18,000 (7.5%) in 2004 due to the costs associated with a branch opened in December 2003. Professional and service fees increased $97,000 (35.3%) in the third 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 employment recruitment. In contrast, other expenses decreased $44,000 (9.2%) due to the recovery of a $41,000 NSF loss in the third quarter of 2004.

20


For the first nine months of the year, noninterest expense increased $365,000 (3.8%) compared to the prior year. Salaries and benefits increased $236,000 (4.5%) in 2004 over 2003 due to new positions added in the first two quarters of 2004, retirement expenses for the former chief executive officer and higher benefit costs and normal merit increases. Occupancy costs increased $96,000 (13.3%) due to higher building services expenses, property taxes and depreciation on facilities added in 2003. Professional and service fees increased $272,000 (32.1%) for the reasons discussed above. Offsetting these increases were decreases in equipment expense of $133,000 (16.9%) due to lower equipment maintenance costs including software amortization, decreased advertising expense of $20,000 (8.3%) and a decrease in other expenses of $84,000 (5.6%).

Third Quarter Year-to-Date


Income Tax Expense
(in thousands)
2004 2003 2004 2003




Total     $ 724   $ 842   $ 1,897   $ 1,997  

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

Capital
(in thousands)
September 30, 2004 December 31, 2003


Stockholders' Equity*     $44,610   $ 41,235  
Ratio of Equity to Total Assets     9.63%   9.17%  

*Amounts include securities valuation adjustments recorded under SFAS No. 115 amounting to $207,000 at September 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 September 30, 2004 was 12.00%, and total risk-based capital was 13.26%. At September 30, 2003, these ratios were 10.27% and 11.52%, respectively. Minimum regulatory Tier 1 risk-based and total risk-based capital ratios under the Federal Reserve Board guidelines are 4% and 8%, respectively.

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 9.59% at September 30, 2004, and 8.76% in 2003. The minimum standard leverage ratio is 3% but financial institutions are expected to maintain a leverage ratio of 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 September 30, 2004.

21


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 September 30, 2004, December 31, 2003, and September 30, 2003, the Bank had outstanding irrevocable standby letters of credit, which carry a maximum potential commitment of approximately $3,500,000, $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 September 30, 2004, December 31, 2003 and September 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 September 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 third quarter report on Form 10-Q for the period ended September 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 have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

23


PART II — OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

        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 6. Exhibits

  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).

24


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 September 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: November 4, 2004

25


EXHIBIT 31.1

CERTIFICATE OF THE
CHIEF 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: November 4, 2004

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

26


EXHIBIT 31.2

CERTIFICATE OF THE
CHIEF 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: November 4, 2004

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

27


EXHIBIT 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):

        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 September 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 September 30, 2004, fairly presents, in all material respects, the financial condition and results of operations of FNBH Bancorp, Inc.




Date: November 4, 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.

28


EXHIBIT 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):

        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 September 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 September 30, 2004, fairly presents, in all material respects, the financial condition and results of operations of FNBH Bancorp, Inc.




Date: November 4, 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

29