SecProbe.io

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

September 27, 2010

Via U.S. Mail and Facsimile

Robert N. Shuster
Chief Financial Officer Independent Bank Corporation 230 West Main Street Ionia, MI 48846
Re: Independent Bank Corporation
  Registration Statement on Form S-1
Filed September 3, 2010
  File No. 333-169200

Dear Mr. Shuster:
 We have limited our review of your regi stration statement to those issues we
have addressed in our comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter by am ending your registration statement and
providing the requested information.  Wher e you do not believe our comments apply
to your facts and circumstances or do not  believe an amendment is appropriate,
please tell us why in your response.
 After reviewing any amendment to your registration statement and the
information you provide in response to th ese comments, we may have additional
comments.

Form S-1 filed September 3, 2010

 General

1. Please confirm, if true, that Dutche ss is irrevocably bound to purchase all
shares underlying the equ ity line agreement.

Robert N. Shuster
Independent Bank Corporation September 27, 2010 Page 2
2. Please confirm, if true, that neither the company nor Dutchess has the ability
to renegotiate terms of the agreement after filing or effectiveness of the registration statement.
 Prospectus Cover Page

3. Please revise to disclose the per centage of the company’s outstanding
securities the shares being registered represents.
 Summary

4. Please revise to include the informati on contained in the Summary section of
your registration statement on Form S- 1 (File No. 333-168032) to the extent
that it is not specifically related to th e public offering.  Also include detailed
descriptions of your capital plan and your December 2009 board resolutions
similar to those contained in the pub lic offering registration statement,
including a description of the consequences of failu re to comply with the
capital requirements established by th e resolutions.  Fi nally, include a
Selected Financial Information section in your filing that takes into account
your August 2010 stock split.

Equity Line with Dutchess, page 5

5. Please review and revise this section to eliminate unnecessary repetition.  In
this regard, we note that the informati on contained in the first sentence of the
second paragraph is nearly identical to the information contained in the first
paragraph.  Also confirm that all ma terial aspects of the Equity Line,
Investment Agreement and Registra tion Rights Agreement are discussed.

6. In the last sentence of the thir d paragraph you say that you “have no
obligation to seek or obtain shareholde r approval to issue shares of [your]
common stock in excess of approxima tely 1,502,468.”  In light of your
disclosures elsewhere regarding share holder approval, please explain this
statement.

7. We note the $15 million principal amount th at is available under the equity
line agreement.  Please revise to incl ude a discussion of the likelihood that the
company will receive, or need, the fu ll amount of proceeds available under
the equity line agreement.

Robert N. Shuster
Independent Bank Corporation September 27, 2010 Page 3
8. Please revise to disclose any fees or commissions the company paid to enter
into the equity line, whether in cash or securities.  Also, disclose any fees and
commissions payable at the time of any put.
 Risk Factors

 General

9. It does not appear that Dutchess is contractually barred from engaging in
short selling or other hedging transac tions with respect to the company’s
common stock.  Please include a risk f actor noting, if accurate, that Dutchess
may engage in such activities.  Also, discuss the effects such activities may
have on the market price of the company’s common stock.
 Each issuance of our common stock under the Equity Line..., page 6

10. Please revise this risk factor to in clude an example of the anti-dilution
adjustments to your preferred stock and warrants.
 We may not be able to access sufficient funds under the Equity Line when needed.,
page 6

11. Please revise this risk fact or to address the following:

• Describe the limitations on your ability to put shares to Duchess imposed
by the Investment Agreement.

• Reconcile the apparent inconsistency be tween your disclosure in this risk
factor regarding the 4.99% owners hip limitation and the following
language from Section 2(J) of the In vestment Agreement: “...provided that
this sentence shall not be deemed to limit, reduce, or otherwise affect the Investor’s obligation to purchase Sh ares pursuant to this agreement upon
receipt of a Put Notice from the Company.”

Robert N. Shuster
Independent Bank Corporation September 27, 2010 Page 4  Certain Management Rela tionships and Benefits

 Certain Relationships and Re lated Transactions, page 13

12. We note your disclosure that the loan s and commitments to directors and
executive officers were made in th e ordinary course of business on
substantially the same terms, including in terest rates and collateral, as those
prevailing at the same time for comparable  transactions with other persons.  If
true, please confirm and revise your disclo sure to indicate that the loans and
commitments were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with
persons not related to the lender
.  Refer to Instruction 4.c. to Item 404(a) of
Regulation S-K.
 Selling Stockholder, page 14

13. Please include a statement, if accurate , that Dutchess’ obligations under the
agreement are not transferable.

14. Please revise the table to show the am ount and percentage of stock owned by
the selling shareholder assuming the ma ximum number of shares issuable
under the Investment Agreement is issued.
 Plan of Distribution, page 14

15. Please revise to include disclosure re garding any short selling and any other
hedging activities that Dutchess may engage in, or has engaged in, with regard to the company’s securities.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain th at the filing includes the information the
Securities Act of 1933 and all applicable Securities Act rules require.  Since the
company and its management are in possessi on of all facts relating to a company’s
disclosure, they are responsible for the accur acy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the ev ent you request acceleration of the
effective date of the pending registration st atement please provide a written statement
from the company acknowledging that:

Robert N. Shuster
Independent Bank Corporation September 27, 2010 Page 5

• should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the filing;

• the action of the Commission or the st aff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the company from
its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and

• the company may not assert staff comments and the declaration of
effectiveness as a defense in any pr oceeding initiated by the Commission or
any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 rega rding requests for acceleration.  We
will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that  those requesting accel eration are aware of
their respective res ponsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to th e proposed public offering of the securities
specified in the above regist ration statement.  Please allow adequate time for us to
review any amendment prior to the requested effective date of the registration
statement.
 Please contact Matt McNair, Attorney-A dviser, at (202) 551-3583 or me at
(202) 551-3366 with any questions.

Sincerely,

Michael Seaman Special Counsel
 cc: Michael G. Wooldridge, Esq.  Seth W. Ashby, Esq.
      Varnum LLP