SecProbe.io

DIVISION OF
CORPORATION FINANCE   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

April 8, 2010
  Robert N. Shuster Chief Financial Officer Independent Bank Corporation 230 West Main Street Ionia, MI  48846

Re: Independent Bank Corporation
 Amendment No. 2 to Registra tion Statement on Form S-4
Filed April 5, 2010
  File No. 333-164546

Dear Mr. Shuster:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Amendment No. 2 to Registration Statement on Form S-4

General
 1. Please revise to clarify whether you have  commenced the offer.  We note that you
have included the expiration dates for the Early Tender Premium Value period and for the offer, but you have filed only a draft letter of transm ittal.  If the offer
has commenced, please file a final version of the letter of tran smittal.  If you have

Robert N. Shuster
Independent Bank Corporation
April 8, 2010 Page 2
not yet commenced the offer, then revise  to state that the offer has not yet
commenced and include the expiration dates only when you have actually
commenced.  Please ensure that the offer is open for twenty full business days from the date that you actually commen ce and that at least ten business days
remain in the offer after the expiration of the Early Tender Premium Value Period.
2. Please include a Recent Developments section in the forepart of the prospectus to
update the financial information for any material changes in your financial
condition, results of operations and perfor mance, capital and asset quality ratios
that have occurred during  the first quarter of 2010.
 3. We note your disclosures in the Risk Fact ors section and elsewhere regarding the
expected nonparticipation in  the exchange offers by th e holders of three of the
four classes of trust preferred securiti es.  Please include this information
prominently in the Questions and Answers and Summary sections of the prospectus as well as the fact that ne arly 80% of the IBC Capital Finance II
securities must be exchanged in order for you to meet one of the conditions to
conversion of the Series B Convertible Pref erred Stock to be issued to Treasury.
Please also expand upon the basis for your belief that the holders will not
participate.
 4. We note your projection on page 42 that if al l of your capital plan  initiatives were
to occur, your current shareholders w ould most likely own less than 5% of your
outstanding common stock.  Please include  this information in the summary
where you discuss your capital plan.
 Unaudited Pro Forma Financial Information, page 31

 5. Please revise the following footnotes to  the Pro Forma Consolidated Balance
Sheets on page 33, for the low range alte rnative, and on page 35, for the high
range alternative, as follows:

• Include in footnote (2), a tabular summary that shows how the various
individual adjustments related to the Tr ust Preferred Exchange Offers resulted
in the $11 million increase in common stock and reconcile the adjustments to
the $12.65 million of net aggregate principa l of the outstanding trust preferred
securities stated in the footnote.

• Disclose in footnote (7) the total numbe r and fair value of the newly issued
shares and how they were determined or  refer to related disclosure included
elsewhere.

Robert N. Shuster
Independent Bank Corporation
April 8, 2010 Page 3
• Provide in footnote (8) a summary that shows how the $1.530 million
decrease to accumulated deficit was dete rmined and provide a cross-reference
to related footnote (5) on pages 38 and 40 regarding the related income
statement effect of the transaction.

6. Please revise the following footnotes to the Pro Forma Consolidated Statements
of Operations on page 38, for the low ra nge alternative, and on page 40, for the
high range alternative, as follows:

• Disclose in footnote (3) the interest rate used to record the $1.1 million
reduction in interest rate and how it was determined.

• Provide in footnote (5) a discussion as to how the one-time gain of $1.5
million was determined and provide a cross reference to related disclosure in footnote (8) of the pro forma balance sheets.

Capitalization, page 41

7. Please revise the table to delete footnot e (4) and the “CPP Conversion” column on
page 40 for the low range alternative and on page 42 for the high range alternative
considering the Company is not able to compel the conversion of the Series B
Convertible Preferred Stock in to common shares in the n ear future.  Refer to the
second paragraph of the “Unaudited Pro Forma Information” section on page 31.

Material Federal U.S. Income Tax Consequences, page 134

8. We note that the assumptions that the trusts are grantor trusts and that the
underlying debentures are indebtedness of Independent Bank Corporation are
based on opinions of counsel delivered in connection with the or iginal issuance of
the securities.  Please indicat e that those opinions have been filed as exhibits to
the registration statement.

9. Please tell us why the opinion of counsel relating to the securities issued by IBC
Capital Finance II has not been filed.

Exhibit 5.1

10. Please remove the qualification regardi ng the common shares having been “duly
issued” in the f ourth paragraph.

Closing Comments

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to

Robert N. Shuster
Independent Bank Corporation April 8, 2010 Page 4  expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
Please contact Michael Seaman at (202)  551-3366 or me at (202) 551-3464 with
any questions.
Sincerely,

Kathryn McHale
Attorney Advisor
cc: (facsimile only)   Kimberly A. Baber  Varnum LLP