SecProbe.io

January 11, 2018
Mail Stop 4720

Robert N. Shuster
Chief Financial Officer
Independent Bank Corporation
4200 East Beltline
Grand Rapids, MI 49525

Re: Independent Bank Corporation
  Registration Statement on Form S-4
Filed  December 29, 2017
  File No.  333-222358

Dear Mr. Shuster :

We have limited our review of your registration 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 amending your registration statement and providing the
requested information .  If you do not believe our com ments 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 these  comments, w e may have  additional comments.

Cover Page

1. Please include disclosure on the cover page that addresses the possible adjustments that
may be made to the merger consideration.  This would include;
 The scenarios by which TCSB shareholders could receive le ss than 1.1166 shares of
IBCP for each share of TCSB common stock,
 The caps to any adjustments to the merger consideration,
 What the current level is of TSBS consolidated s hareholders’ equity  and whether you
anticipate whether it will go below the $34.5 mi llion threshold,
 Indicate that TCBS is not traded on any exchange, and
 The anticipated aggregate merger consideration.

Robert N. Shuster
Independent Bank Corporation
January 11, 2018
Page 2

 Questions and Answers About the Merger, page 3

2. Please include a Q/A that discusses when each party may have termination rights as well
as a Q/A that indicates that TCSB shareholders do not have dissenters’ rights.

Exhibits 8.1 and 8.2
Tax Opinions

3. Please revise these tax opinions to describe the material tax consequences of the merger.
Refer to Sections III.B.1. and C.1. of  Staff Legal Bulletin No. 19 (CF) for additional
guidance.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff .

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact  Eric Envall  at (202) 551 -3234  or me at  (202) 551 -3434  with any other
questions.

Sincerely,

 /s/ Michael Clampitt

 Michael Clampitt
Senior Attorney