As filed with the  Securities  and Exchange  Commission on September 20, 2000 -
                                                   Registration No. ____________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

                  101 East Grand River, Howell, Michigan 48843
           (Address of Principal Executive Offices Including Zip Code)

                FNBH Bancorp, Inc. Employees' Stock Purchase Plan
                            (Full Title of the Plan)

         Barbara J. Nelson, 101 East Grand River, Howell, Michigan 48843
                     (Name and address of agent for service)

                                 (517) 546-3150
          (Telephone number, including area code, of agent for service)

                          Copies of Communications to:
                              Michael G. Wooldridge
                    Varnum, Riddering, Schmidt & Howlett LLP
                         Bridgewater Place, P.O. Box 352
                        Grand Rapids, Michigan 49501-0352
                                 (616) 336-6000
<TABLE>
                                           CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                            Proposed            Proposed
                                                             Maximum             Maximum             Amount of
    Title of Securities            Amount to be          Offering Price         Aggregate          Registration
     to be Registered               Registered            Per Share (2)     Offering Price(2)           Fee
--------------------------------------------------------------------------------------------------------------------
<S>                              <C>                        <C>                <C>                   <C>
Common Stock
(no par value)                   30,000 Shares(1)           $17.70             $531,000              $140.18
====================================================================================================================
</TABLE>
(1)  Includes  30,000  shares that may be issued  pursuant to the FNBH  Bancorp,
     Inc. Employees' Stock Purchase Plan.
(2)  For the purpose of computing the  registration fee only, the price shown is
     based upon the price of $17.70  per share,  the per share book value of the
     Common Stock of the  Registrant,  as of August 31, 2000, in accordance with
     Rule 457(h).
<PAGE>
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information  required  by  Part  I to be  contained  in the  Section  10(a)
Prospectus is omitted from this  Registration  Statement in accordance with Rule
428 of the Securities Act of 1933 and the Note to Part I of Form S-8.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The Registrant's Annual Report on Form 10-K for the year ended December 31,
1999,  which has been  filed by the  Registrant  with the  Commission  (File No.
0-25752),  is incorporated  herein by reference.  All other reports filed by the
Registrant  pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the  "Exchange  Act") since the end of the fiscal year covered
by the  foregoing  Annual  Report  on  Form  10-K  are  incorporated  herein  by
reference.  All other reports or documents  filed by the Registrant  pursuant to
the  requirements  of Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act,
subsequent  to the date hereof and prior to the  termination  of the offering of
the securities  offered hereby shall be deemed to be  incorporated  by reference
herein  and to be a part  hereof  from the date of  filing  of such  reports  or
documents.  Any  statement  contained  in  a  document  incorporated  herein  by
reference  shall be deemed to be modified  or  superseded  for  purposes of this
Registration  Statement to the extent that a statement contained herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

     The description of the  Registrant's  Common Stock, the class of securities
offered  pursuant  to  this   Registration   Statement,   is  contained  in  the
Registrant's Registration Statement filed pursuant to Section 12 of the Exchange
Act,  and  is  incorporated  herein  by  reference,   including  any  subsequent
amendments or reports filed for the purpose of updating that description.

Item 4.  Description of Securities

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

Item 5.  Interests of Named Experts and Counsel

     Not applicable

Item 6.  Indemnification of Directors and Officers.

     The Articles of Incorporation of the Registrant  provide that its directors
and officers are required to be  indemnified  as of right to the fullest  extent
permitted  under the Michigan  Business  Corporation  Act ("MBCA") in connection
with any actual or threatened civil,  criminal,  administrative or investigative
action, suit or proceeding (whether brought by or in the name of the Registrant,
a subsidiary  or otherwise) in which a director or officer is a witness or which
is brought  against a director or officer in his or her  capacity as a director,
officer,  employee,  agent or fiduciary of the Registrant or of any corporation,
partnership,  joint venture,  trust,  employee  benefit plan or other enterprise
which the  director or officer  was  serving at the  request of the  Registrant.
Persons who are not  directors  or officers of the  Registrant  may be similarly
indemnified in respect of said service to the extent  authorized by the Board of
Directors of the Registrant.  Under the MBCA, directors,  officers, employees or
agents are entitled to  indemnification  against  expenses  (including  attorney
fees) whenever they successfully  defend legal proceedings  brought against them
by reason of the fact that they hold such a  position  with the  Registrant.  In
addition,  with  respect  to  actions  not  brought  by or in the  right  of the
Registrant,  indemnification is permitted under the MBCA for expenses (including
attorney fees), judgments,  fines, penalties and reasonable settlements if it is
determined that the person seeking  indemnification acted in a good faith and in
a manner he or she  reasonably  believed  to be in and not  opposed  to the best
interest of the  Registrant  or its  shareholders  and, with respect to criminal
proceedings, he or she had no reasonable cause to believe

                                      S-1
<PAGE>
that his or her conduct was unlawful.  With respect to actions  brought by or in
the right of the  Registrant,  indemnification  is permitted  under the MBCA for
expenses  (including  attorney  fees)  and  reasonable  settlement,   if  it  is
determined that the person seeking  indemnification acted in good faith and in a
manner  he or she  reasonably  believed  to be in and not  opposed  to the  best
interest of the Registrant or its shareholders; provided, indemnification is not
permitted if the person is found liable to the  Registrant,  unless the court in
which the action or suit was brought has determined that indemnification is fair
and reasonable in view of all the circumstances of the case.

     The MBCA and the Registrant's  Articles of Incorporation also authorize the
Registrant  to provide  indemnification  broader than that set forth in the MBCA
and the Articles of  Incorporation.  Pursuant to this authority,  the Registrant
has entered into  indemnification  agreements with each of its directors,  which
provide  for the prompt  indemnification  to the  fullest  extent  permitted  by
applicable law and for the prompt advancement of expenses,  including reasonable
attorney fees, incurred in connection with any proceeding in which a director is
a witness or which is brought  against a director  in his or her  capacity  as a
director,  officer,  employee,  agent or fiduciary of the  Registrant  or of any
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise  which the  director  is  serving at the  request of the  Registrant.
Indemnification  is permitted  for expenses and  reasonable  settlement  amounts
incurred in connection  with a proceeding  by or in the right of the  Registrant
and for expenses, judgments,  penalties, fines and reasonable settlement amounts
incurred in connection with the proceeding  other than by or in the right of the
Registrant. Indemnification under the indemnity agreements is conditioned on the
director  having  acted  in good  faith  and in a  manner  he or she  reasonably
believes to be in or not opposed to the best  interest  of the  Registrant  and,
with respect to any criminal  proceeding,  he or she had no reasonable  cause to
believe his or her conduct was unlawful.  The Articles of  Incorporation  of the
Registrant  also  limit  the  personal  liability  of  members  of its  Board of
Directors for monetary  damages with respect to claims by the  Registrant or its
shareholders resulting from certain negligent acts or omissions.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

     Reference is made to the Exhibit Index which appears on page S-6.

Item 9.  Undertakings.

     The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  registration  statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represents  a  fundamental  change  in the  information  set  forth  in the
     registration statement;

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in the registration  statement or any
     material  change  to  such  information  in  the  registration   statement;
     provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if the
     registration  statement  is on  Form  S-3 or Form  S-8 and the  information
     required to be included in a  post-effective  amendment by those paragraphs
     is  contained  in  periodic  reports  filed by the  registrant  pursuant to
     Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                      S-2
<PAGE>
     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange Act of 1934, and each filing of an employee  benefit plan's
annual report  pursuant to Section 15(d) of the Securities  Exchange Act of 1934
that is incorporated by reference in the registration  statement shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed by the Act and will be governed by the final adjudication of
such issue.

                                      S-3
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Howell,  State  of  Michigan,  on the  20th day of
September, 2000.

                                                FNBH BANCORP, INC.


                                                By /s/ Barbara Draper Martin
                                                Barbara Draper Martin, President



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Barbara Draper Martin and Barbara J. Nelson,  and
each of them, his or her true and lawful  attorney-in-fact  and agent, with full
power of substitution and resubstitution, for him or her and in his or her name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including post-effective amendments) to this Registration Statement and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the Securities and Exchange Commission and any other regulatory
authority,  granting  unto  said  attorney-in-fact  and  agent,  full  power and
authority to do and perform each and every act and thing  required and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said  attorney-in-fact  and agent, or his or her substitute,  may lawfully do or
cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed  below on September  20,  2000,  by the
following persons in the capacities indicated.


/s/ Barbara Draper Martin                     /s/ Barbara J. Nelson
Barbara Draper Martin, President              Barbara J. Nelson, Chief Financial
and Director (Principal Executive             Officer (Principal Financial and
Officer)                                      Accounting Officer)


/s/ W. Rickard Scofield                       /s/ Harry E. Griffith
W. Rickard Scofield, Director                 Harry E. Griffith, Director


/s/ Gary R. Boss                              /s/ Dona Scott Laskey
Gary R. Boss, Director                        Dona Scott Laskey, Director


/s/ Donald K. Burkel                          __________________________________
Donald K. Burkel, Director                    James R. McAuliffe, Director


/s/ R. Michael Yost                           /s/ Randolph E. Rudisill
R. Michael Yost, Director                     Randolph E. Rudisill, Director


                                      S-4
<PAGE>
                                                                    Exhibit 23.1

KPMG
          Suite 1200                                      Telephone 313 983 0200
          150 West Jefferson                              Fax 313 983 0006
          Detroit, MI 48226-4429                              313 983 0007
                                                              313 983 0008



                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


     We consent to the incorporation by reference in the registration  statement
on From S-8 of FNBH Bancorp, Inc. of our report dated January 20, 2000, relating
to the consolidated balance sheets of FNBH Bancorp,  Inc. and subsidiaries as of
December 31, 1999 and 1998, and the related  consolidated  statements of income,
stockholders'  equity and comprehensive  income,  and cash flows for each of the
years in the  three-year  period  ended  December  31,  1999,  which  report  is
incorporated  by reference in the December 31, 1999,  annual report on Form 10-K
of FNBH Bancorp, Inc.


                                  /s/ KPMG LLP


September 20, 2000
Detroit, Michigan


                                      S-6
<PAGE>
                                  EXHIBIT INDEX

     The following exhibits are filed as a part of the Registration Statement:


Exhibit 4         FNBH Bancorp, Inc. Employees' Stock Purchase Plan.

Exhibit 5         Opinion of Varnum,  Riddering,  Schmidt & Howlett LLP with
                  respect to the legality of the securities being registered

Exhibit 23.1      Consent of KPMG, LLP, included on page S-6 hereof

Exhibit 23.2      Consent of Varnum, Riddering, Schmidt & Howlett LLP (included
                  with the opinion filed as Exhibit 5)

Exhibit 24        Power of Attorney - included on page S-5 hereof




                                      S-6
<PAGE>
                                    EXHIBIT 5




                               September 20, 2000


FNBH Bancorp, Inc.
101 East Grand River
Howell, Michigan  48843

         Re:   Registration Statement on Form S-8 Relating to the FNBH Bancorp,
               Inc. Employees' Stock Purchase Plan (the "Plan")

Gentlemen:

     With respect to the Registration  Statement on Form S-8 (the  "Registration
Statement") filed by FNBH Bancorp,  Inc., a Michigan corporation (the "Company")
with the  Securities  and Exchange  Commission,  for the purpose of  registering
under the  Securities  Act of 1933,  as amended,  30,000 shares of the Company's
common stock, no par value, for issuance  pursuant to the Plan, we have examined
such documents and questions of law we consider necessary or appropriate for the
purpose of giving this opinion.  On the basis of such evaluation,  we advise you
that in our opinion the 30,000  shares  covered by the  Registration  Statement,
when issued  pursuant to the Plan, at the prices  described in the  Registration
Statement  but not less than the par value  thereof,  and upon  delivery of such
shares and payment therefor in accordance with the terms stated in the Plans and
the  Registration  Statement,  will be duly and legally  authorized,  issued and
outstanding, and will be fully paid and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required  under Section 7 of
the  Securities Act of 1933, as amended,  or under the rules and  regulations of
the Securities and Exchange Commission relating thereto.

                                   Sincerely,

                     VARNUM, RIDDERING, SCHMIDT & HOWLETTLLP



                  /s/ Varnum, Riddering, Schmidt & Howlett LLP







::ODMA\PCDOCS\GRR\462159\1
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 20826}]
{"company-data": {"conformed-name": "FNBH BANCORP INC", "cik": "0000943119", "assigned-sic": "6021", "irs-number": "382869722", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46244", "film-number": "725922"}, "business-address": {"street1": "101 E GRAND RIVER", "street2": "P O BOX 800", "city": "HOWELL", "state": "MI", "zip": "48844", "phone": "5175463150"}, "mail-address": {"street1": "PO BOX 800", "city": "HOWELL", "state": "MI", "zip": "48844-0800"}}
As filed with the  Securities  and Exchange  Commission on September 20, 2000 -
                                                   Registration No. ____________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

                  101 East Grand River, Howell, Michigan 48843
           (Address of Principal Executive Offices Including Zip Code)

                FNBH Bancorp, Inc. Employees' Stock Purchase Plan
                            (Full Title of the Plan)

         Barbara J. Nelson, 101 East Grand River, Howell, Michigan 48843
                     (Name and address of agent for service)

                                 (517) 546-3150
          (Telephone number, including area code, of agent for service)

                          Copies of Communications to:
                              Michael G. Wooldridge
                    Varnum, Riddering, Schmidt & Howlett LLP
                         Bridgewater Place, P.O. Box 352
                        Grand Rapids, Michigan 49501-0352
                                 (616) 336-6000

                                           CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                            Proposed            Proposed
                                                             Maximum             Maximum             Amount of
    Title of Securities            Amount to be          Offering Price         Aggregate          Registration
     to be Registered               Registered            Per Share (2)     Offering Price(2)           Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock
(no par value)                   30,000 Shares(1)           $17.70             $531,000              $140.18
====================================================================================================================
(1)  Includes  30,000  shares that may be issued  pursuant to the FNBH  Bancorp,
     Inc. Employees' Stock Purchase Plan.
(2)  For the purpose of computing the  registration fee only, the price shown is
     based upon the price of $17.70  per share,  the per share book value of the
     Common Stock of the  Registrant,  as of August 31, 2000, in accordance with
     Rule 457(h).
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information  required  by  Part  I to be  contained  in the  Section  10(a)
Prospectus is omitted from this  Registration  Statement in accordance with Rule
428 of the Securities Act of 1933 and the Note to Part I of Form S-8.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The Registrant's Annual Report on Form 10-K for the year ended December 31,
1999,  which has been  filed by the  Registrant  with the  Commission  (File No.
0-25752),  is incorporated  herein by reference.  All other reports filed by the
Registrant  pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the  "Exchange  Act") since the end of the fiscal year covered
by the  foregoing  Annual  Report  on  Form  10-K  are  incorporated  herein  by
reference.  All other reports or documents  filed by the Registrant  pursuant to
the  requirements  of Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act,
subsequent  to the date hereof and prior to the  termination  of the offering of
the securities  offered hereby shall be deemed to be  incorporated  by reference
herein  and to be a part  hereof  from the date of  filing  of such  reports  or
documents.  Any  statement  contained  in  a  document  incorporated  herein  by
reference  shall be deemed to be modified  or  superseded  for  purposes of this
Registration  Statement to the extent that a statement contained herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

     The description of the  Registrant's  Common Stock, the class of securities
offered  pursuant  to  this   Registration   Statement,   is  contained  in  the
Registrant's Registration Statement filed pursuant to Section 12 of the Exchange
Act,  and  is  incorporated  herein  by  reference,   including  any  subsequent
amendments or reports filed for the purpose of updating that description.

Item 4.  Description of Securities

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

Item 5.  Interests of Named Experts and Counsel

     Not applicable

Item 6.  Indemnification of Directors and Officers.

     The Articles of Incorporation of the Registrant  provide that its directors
and officers are required to be  indemnified  as of right to the fullest  extent
permitted  under the Michigan  Business  Corporation  Act ("MBCA") in connection
with any actual or threatened civil,  criminal,  administrative or investigative
action, suit or proceeding (whether brought by or in the name of the Registrant,
a subsidiary  or otherwise) in which a director or officer is a witness or which
is brought  against a director or officer in his or her  capacity as a director,
officer,  employee,  agent or fiduciary of the Registrant or of any corporation,
partnership,  joint venture,  trust,  employee  benefit plan or other enterprise
which the  director or officer  was  serving at the  request of the  Registrant.
Persons who are not  directors  or officers of the  Registrant  may be similarly
indemnified in respect of said service to the extent  authorized by the Board of
Directors of the Registrant.  Under the MBCA, directors,  officers, employees or
agents are entitled to  indemnification  against  expenses  (including  attorney
fees) whenever they successfully  defend legal proceedings  brought against them
by reason of the fact that they hold such a  position  with the  Registrant.  In
addition,  with  respect  to  actions  not  brought  by or in the  right  of the
Registrant,  indemnification is permitted under the MBCA for expenses (including
attorney fees), judgments,  fines, penalties and reasonable settlements if it is
determined that the person seeking  indemnification acted in a good faith and in
a manner he or she  reasonably  believed  to be in and not  opposed  to the best
interest of the  Registrant  or its  shareholders  and, with respect to criminal
proceedings, he or she had no reasonable cause to believe

                                      S-1
that his or her conduct was unlawful.  With respect to actions  brought by or in
the right of the  Registrant,  indemnification  is permitted  under the MBCA for
expenses  (including  attorney  fees)  and  reasonable  settlement,   if  it  is
determined that the person seeking  indemnification acted in good faith and in a
manner  he or she  reasonably  believed  to be in and not  opposed  to the  best
interest of the Registrant or its shareholders; provided, indemnification is not
permitted if the person is found liable to the  Registrant,  unless the court in
which the action or suit was brought has determined that indemnification is fair
and reasonable in view of all the circumstances of the case.

     The MBCA and the Registrant's  Articles of Incorporation also authorize the
Registrant  to provide  indemnification  broader than that set forth in the MBCA
and the Articles of  Incorporation.  Pursuant to this authority,  the Registrant
has entered into  indemnification  agreements with each of its directors,  which
provide  for the prompt  indemnification  to the  fullest  extent  permitted  by
applicable law and for the prompt advancement of expenses,  including reasonable
attorney fees, incurred in connection with any proceeding in which a director is
a witness or which is brought  against a director  in his or her  capacity  as a
director,  officer,  employee,  agent or fiduciary of the  Registrant  or of any
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise  which the  director  is  serving at the  request of the  Registrant.
Indemnification  is permitted  for expenses and  reasonable  settlement  amounts
incurred in connection  with a proceeding  by or in the right of the  Registrant
and for expenses, judgments,  penalties, fines and reasonable settlement amounts
incurred in connection with the proceeding  other than by or in the right of the
Registrant. Indemnification under the indemnity agreements is conditioned on the
director  having  acted  in good  faith  and in a  manner  he or she  reasonably
believes to be in or not opposed to the best  interest  of the  Registrant  and,
with respect to any criminal  proceeding,  he or she had no reasonable  cause to
believe his or her conduct was unlawful.  The Articles of  Incorporation  of the
Registrant  also  limit  the  personal  liability  of  members  of its  Board of
Directors for monetary  damages with respect to claims by the  Registrant or its
shareholders resulting from certain negligent acts or omissions.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

     Reference is made to the Exhibit Index which appears on page S-6.

Item 9.  Undertakings.

     The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  registration  statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represents  a  fundamental  change  in the  information  set  forth  in the
     registration statement;

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in the registration  statement or any
     material  change  to  such  information  in  the  registration   statement;
     provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if the
     registration  statement  is on  Form  S-3 or Form  S-8 and the  information
     required to be included in a  post-effective  amendment by those paragraphs
     is  contained  in  periodic  reports  filed by the  registrant  pursuant to
     Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                      S-2
(3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange Act of 1934, and each filing of an employee  benefit plan's
annual report  pursuant to Section 15(d) of the Securities  Exchange Act of 1934
that is incorporated by reference in the registration  statement shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed by the Act and will be governed by the final adjudication of
such issue.

                                      S-3
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Howell,  State  of  Michigan,  on the  20th day of
September, 2000.

                                                FNBH BANCORP, INC.

                                                By /s/ Barbara Draper Martin
                                                Barbara Draper Martin, President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Barbara Draper Martin and Barbara J. Nelson,  and
each of them, his or her true and lawful  attorney-in-fact  and agent, with full
power of substitution and resubstitution, for him or her and in his or her name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including post-effective amendments) to this Registration Statement and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the Securities and Exchange Commission and any other regulatory
authority,  granting  unto  said  attorney-in-fact  and  agent,  full  power and
authority to do and perform each and every act and thing  required and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said  attorney-in-fact  and agent, or his or her substitute,  may lawfully do or
cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed  below on September  20,  2000,  by the
following persons in the capacities indicated.

/s/ Barbara Draper Martin                     /s/ Barbara J. Nelson
Barbara Draper Martin, President              Barbara J. Nelson, Chief Financial
and Director (Principal Executive             Officer (Principal Financial and
Officer)                                      Accounting Officer)

/s/ W. Rickard Scofield                       /s/ Harry E. Griffith
W. Rickard Scofield, Director                 Harry E. Griffith, Director

/s/ Gary R. Boss                              /s/ Dona Scott Laskey
Gary R. Boss, Director                        Dona Scott Laskey, Director

/s/ Donald K. Burkel                          __________________________________
Donald K. Burkel, Director                    James R. McAuliffe, Director

/s/ R. Michael Yost                           /s/ Randolph E. Rudisill
R. Michael Yost, Director                     Randolph E. Rudisill, Director

                                      S-4
Exhibit 23.1

KPMG
          Suite 1200                                      Telephone 313 983 0200
          150 West Jefferson                              Fax 313 983 0006
          Detroit, MI 48226-4429                              313 983 0007
                                                              313 983 0008

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     We consent to the incorporation by reference in the registration  statement
on From S-8 of FNBH Bancorp, Inc. of our report dated January 20, 2000, relating
to the consolidated balance sheets of FNBH Bancorp,  Inc. and subsidiaries as of
December 31, 1999 and 1998, and the related  consolidated  statements of income,
stockholders'  equity and comprehensive  income,  and cash flows for each of the
years in the  three-year  period  ended  December  31,  1999,  which  report  is
incorporated  by reference in the December 31, 1999,  annual report on Form 10-K
of FNBH Bancorp, Inc.

                                  /s/ KPMG LLP

September 20, 2000
Detroit, Michigan

                                      S-6
EXHIBIT INDEX

     The following exhibits are filed as a part of the Registration Statement:

Exhibit 4         FNBH Bancorp, Inc. Employees' Stock Purchase Plan.

Exhibit 5         Opinion of Varnum,  Riddering,  Schmidt & Howlett LLP with
                  respect to the legality of the securities being registered

Exhibit 23.1      Consent of KPMG, LLP, included on page S-6 hereof

Exhibit 23.2      Consent of Varnum, Riddering, Schmidt & Howlett LLP (included
                  with the opinion filed as Exhibit 5)

Exhibit 24        Power of Attorney - included on page S-5 hereof

                                      S-6
EXHIBIT 5

                               September 20, 2000

FNBH Bancorp, Inc.
101 East Grand River
Howell, Michigan  48843

         Re:   Registration Statement on Form S-8 Relating to the FNBH Bancorp,
               Inc. Employees' Stock Purchase Plan (the "Plan")

Gentlemen:

     With respect to the Registration  Statement on Form S-8 (the  "Registration
Statement") filed by FNBH Bancorp,  Inc., a Michigan corporation (the "Company")
with the  Securities  and Exchange  Commission,  for the purpose of  registering
under the  Securities  Act of 1933,  as amended,  30,000 shares of the Company's
common stock, no par value, for issuance  pursuant to the Plan, we have examined
such documents and questions of law we consider necessary or appropriate for the
purpose of giving this opinion.  On the basis of such evaluation,  we advise you
that in our opinion the 30,000  shares  covered by the  Registration  Statement,
when issued  pursuant to the Plan, at the prices  described in the  Registration
Statement  but not less than the par value  thereof,  and upon  delivery of such
shares and payment therefor in accordance with the terms stated in the Plans and
the  Registration  Statement,  will be duly and legally  authorized,  issued and
outstanding, and will be fully paid and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required  under Section 7 of
the  Securities Act of 1933, as amended,  or under the rules and  regulations of
the Securities and Exchange Commission relating thereto.

                                   Sincerely,

                     VARNUM, RIDDERING, SCHMIDT & HOWLETTLLP

                  /s/ Varnum, Riddering, Schmidt & Howlett LLP

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