SecProbe.io

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

October 15, 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
  Amendment No. 1 to Registra tion Statement on Form S-1
Filed October 5, 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/A filed October 5, 2010

 Equity Line with Dutchess, page 6

1. We note your response to comment 7 in  our letter dated September 27, 2010.
Please revise to disclose why you chos e the particular do llar amount of the
equity line with Dutchess.

Robert N. Shuster
Independent Bank Corporation October 15, 2010 Page 2
2. We note your response to comment 8 in  our letter dated September 27, 2010.
Please revise to disclose whether any fees and/or commissions are payable at the time of any put.
Risk Factors

 General

3. We note your response to comment 10 in our letter dated September 27, 2010.
Please provide us with written confir mation of Treasury’s concurrence with
your analysis prior to requesting acc eleration of eff ectiveness of the
registration statement.
 We are registering the resale of 1,502,468 shares of common stock …, page 20

4. Based on your response to comment 14 in our letter dated September 27,
2010, it appears that you e xpect Dutchess to immediately resell all of the
shares of IBC common stock issued  to Dutchess under the investment
agreement.  Please revise this risk fact or to clarify, if accurate, that Dutchess
is currently expected to immediately rese ll all shares of common stock put to
Dutchess under the investment agreement.

Selling Stockholder, page 29

5. We reissue comment 14 in our letter dated September 27, 2010.

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 October 15, 2010 Page 3
• 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