Sec Form 3 Filing - Stark Elliot R @ NORTH COUNTRY FINANCIAL CORP - 2004-12-15

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Stark Elliot R 2. Issuer Name and Ticker or Trading Symbol NORTH COUNTRY FINANCIAL CORP [ MFNC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive V. P. & CFO (Last) (First) (Middle) 38710 WOODWARD AVE., SUITE 240 3. Date of Earliest Transaction (MM/DD/YY) 12/15/2004 (Street) BLOOMFIELD HILLS, MI48304 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 25,641 I By self through individual retirement account.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Oprion (right to buy) ( 3 ) ( 1 ) 12/16/2014 Common Stock 107,121 ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stark Elliot R 38710 WOODWARD AVE. SUITE 240 BLOOMFIELD HILLS, MI48304 X Executive V. P. & CFO Signatures Eliot Richard Stark 12/22/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )20% of the option became exercisable on 12/16/04. Of the remaining option, 27% of the original option 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. ( 2 )107,121 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). ( 3 )The initial exercise price is $9.75.

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 4(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).

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