SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Tobias Paul Davison

(Last)

(First)

(Middle)

38710 WOODWARD AVE.

SUITE 240

(Street)

BLOOMFIELD HILLS

48304

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/15/2004

3. Issuer Name and Ticker or Trading Symbol
NORTH COUNTRY FINANCIAL CORP [ MFNC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	41,026	I	By self through individual retirement account
Common Stock	10,256	I	By Tobias Capital LLC⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽²⁾	12/16/2014	Common Stock	149,970⁽³⁾	⁽⁴⁾	D

Explanation of Responses:

1. The reporting person, along with his wife and children, is a member of Tobias Capital LLC. Each of reporting person and his wife hold a 35% ownership interest in said company.

2. 20% of the option became exercisable on 12/16/04. Of the remaining option, 27% of the original becomes exercisable when the closing price of the Common Stock equals 1.15 times the initial exercise price for a period of 10 consecutive trading days. Another 27% of the original option becomes exercisable when the closing price of the Common Stock equals 1.30 times the initial exercise price for a period of 10 consecutive trading days after 12/16/04. The remaining 26% of the original option becomes exercisable when the closing price of the Common Stock equals 1.45 times the initial exercise price for a period of 10 consecutive trading days after 12/16/04.

3. 149,970 is an estimated number of options. Such number is subject to adjustment (upwards or downwards) based on the actual number of outstanding shares of the Compnay's Common Stock as a result of the Reverse Stock Split which took effect on December 15, 2004 (see the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2004 which describes the Reverse Stock Split and certian other transactions affecting the Company).

4. The initial exercise price is $9.75.

	Paul Davison Tobias	12/22/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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