8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported):
April 19, 2004

Chemical Financial Corporation
(Exact Name of Registrant as
Specified in its Charter)

Michigan
(State or Other
Jurisdiction of
Incorporation) 000-08185
(Commission
File Number) 38-2022454
(IRS Employer
Identification No.)

333 E. Main Street
Midland, Michigan
(Address of Principal Executive Offices)
48640
(Zip Code)

(989) 839-5350
(Registrant's Telephone Number,
Including Area Code)

Item 7.            Financial Statements and Exhibits.

(c)	Exhibits:
	99.1	Press Release dated April 19, 2004

Item 12.         Results of Operation and Financial Condition.

                  On April 19, 2004, Chemical Financial Corporation issued the press release attached as Exhibit 99.1 to this Form 8-K, which is here incorporated by reference. This Report and the Exhibit are furnished to, and not filed with, the Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:	April 19, 2004	CHEMICAL FINANCIAL CORPORATION (Registrant)
		By:	/s/Lori A. Gwizdala
			Lori A. Gwizdala Executive Vice President Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No	Document
99.1	Press Release dated April 19, 2004

EX-99

EXHIBIT 99.1

PRESS RELEASE
NASDAQ:	CHFC
FOR RELEASE:	IMMEDIATE
DATE:	April 19, 2004
CONTACT:	David B. Ramaker
	President & CEO
	Chemical Financial Corporation
	989/839-5269
	Lori A. Gwizdala
	Executive Vice President & Chief Financial Officer
	Chemical Financial Corporation
	989/839-5358

CHEMICAL FINANCIAL CORPORATION
ANNOUNCES
FIRST QUARTER OPERATING RESULTS

         Midland, Michigan - Aloysius J. Oliver, Chairman of Chemical Financial Corporation, today announced first quarter net income of $14.1 million, or $.59 per diluted share, up $.1 million as compared with net income of $14.0 million, or $.59 per diluted share, for the first quarter of 2003. This represents an increase of .7% in net income for the first quarter 2004. The returns on average assets and average equity during the first quarter of 2004 were 1.46% and 12.3%, respectively, as compared with 1.59% and 13.1%, respectively, for the first quarter of 2003.

         Net interest income increased $1.7 million, or 4.8%, to $36.8 million in the first quarter of 2004, as compared to the first quarter of 2003. The increase was attributable to the acquisition of Caledonia Financial Corporation ("Caledonia") on December 1, 2003. The Corporation's earnings were also positively affected by an increase in noninterest income of $.6 million, or 7%. This increase was primarily due to increases in investment securities gains of $.8 million, service charge income of $.7 million and trust services revenue of $.2 million. These noninterest income increases were partially offset by a decrease in mortgage banking revenue of $.8 million. Total operating expenses increased $2.1 million, or 9.3%, in the first quarter of 2004, as compared to the first quarter of 2003. The additional operating expenses attributable to the acquisition of Caledonia, of approximately $1.1 million, represented slightly over one-half of the increase.

PRESS RELEASE
April 19, 2004
Page 2

         Total assets of the Corporation at March 31, 2004 were $3.91 billion, up 8.2% over the $3.61 billion in total assets reported at March 31, 2003. Total deposits at March 31, 2004 were $3.02 billion, up 3.9% over total deposits of $2.90 billion at March 31, 2003. Total loans increased $417 million, or 19.6%, during the twelve months ended March 31, 2004 to $2.55 billion. The acquisition of Caledonia added $211 million in assets, $184 million in loans and $171 million in deposits on December 1, 2003. In addition, the Corporation borrowed $150 million from the Federal Home Loan Bank in the first quarter of 2004 and invested the proceeds in five and seven-year balloon type mortgage-backed securities.

         The Corporation's provision for loan losses for the quarter ended March 31, 2004 was $746,000, as compared to net loan charge-offs of $431,000. As of March 31, 2004, the allowance for loan losses was $33.5 million and represented 1.31% of total loans. Non-performing loans were $11.9 million, or .47% of total loans, at the current quarter-end.

         Shareholders' equity at March 31, 2004 was $470 million, or $19.63 per share, and represented 12% of total assets and a tangible equity to asset ratio of 10.3% as of March 31, 2004.

         Chemical Financial Corporation is the fourth largest bank holding company headquartered in Michigan. The Company's four subsidiary banks operate 133 banking offices and 2 loan production offices spread over 33 counties in the lower peninsula of Michigan.

         Chemical Financial Corporation common stock trades on The Nasdaq Stock Market under the symbol CHFC and is one of the issues comprising the Nasdaq Financial 100 index.

PRESS RELEASE
April 19, 2004
Page 3

Forward Looking Statements

This press release contains forward-looking statements. Words such as "anticipates," "believes," "estimates," "expects," "intends," "should," "will," variations of such words and similar expressions are intended to identify forward-looking statements. These statements reflect management's current beliefs as to the expected outcomes of future events and are not guarantees of future performance. These statements involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. Factors that could cause a difference include, among others: changes in the national and local economies or market conditions; changes in interests rates and banking regulations; the impact of competition from traditional or new sources; and the possibility that anticipated cost savings and revenue enhancements from mergers and acquisitions and bank consolidations may not be fully realized at all or within the expected time frames. These and other factors that may emerge could cause decisions and actual results to differ materially from current expectations. Chemical undertakes no obligation to revise, update, or clarify forward-looking statements to reflect events or conditions after the date of this release.

# # #

Chemical Financial Corporation Announces First Quarter Operating Results

Consolidated Statements of Financial Position (Unaudited)
Chemical Financial Corporation and Subsidiaries

(In thousands)	March 31, 2004		December 31, 2003		March 31, 2003
Assets:
Cash and demand deposits due from banks	$	106,610	$	131,184	$	114,023
Federal funds sold		75,400		25,900		32,400
Interest-bearing deposits with unaffiliated banks		27,854		5,107		18,674
Investment securities taxable		965,744		876,806		1,171,406
Investment securities nontaxable		44,955		45,056		51,672
Total Investment Securities		1,010,699		921,862		1,223,078
Commercial loans		444,229		405,929		325,673
Real estate construction loans		148,592		138,280		106,384
Real estate commercial loans		640,292		628,815		506,243
Real estate residential loans		773,195		767,199		691,626
Consumer loans		542,811		541,052		501,767
Total Loans		2,549,119		2,481,275		2,131,693
Less: Allowance for loan losses		33,494		33,179		30,693
Net Loans		2,515,625		2,448,096		2,101,000
Premises and equipment		48,669		49,616		41,841
Intangible assets		76,141		76,846		40,060
Other assets		49,574		50,277		42,423
Total Assets	$	3,910,572	$	3,708,888	$	3,613,499
Liabilities and Shareholders' Equity:
Noninterest-bearing deposits	$	502,147	$	532,752	$	448,585
Interest-bearing deposits		2,515,476		2,434,484		2,455,517
Total Deposits		3,017,623		2,967,236		2,904,102
FHLB borrowings		292,210		155,373		153,591
Other borrowings - short term		92,002		91,524		83,348
Interest payable and other liabilities		38,940		36,706		35,418
Total Liabilities		3,440,775		3,250,839		3,176,459
Shareholders' Equity:
Common stock, $1 par value		23,931		23,801		23,690
Surplus		333,065		328,774		325,096
Retained earnings		102,530		94,746		70,812
Accumulated other comprehensive income		10,271		10,728		17,442
Total Shareholders' Equity		469,797		458,049		437,040
Total Liabilities and Shareholders' Equity	$	3,910,572	$	3,708,888	$	3,613,499

Chemical Financial Corporation Announces First Quarter Operating Results

Consolidated Statements of Income (Unaudited)
Chemical Financial Corporation and Subsidiaries

	Three Months Ended March 31,
(In thousands, except per share data)	2004		2003
Interest Income:
Interest and fees on loans	$	37,478	$	36,414
Interest on investment securities:
Taxable		8,876		10,680
Nontaxable		565		677
Total Interest on Securities		9,441		11,357
Interest on federal funds sold		201		336
Interest on deposits with unaffiliated banks		77		139
Total Interest Income		47,197		48,246
Interest Expense:
Interest on deposits		7,703		10,840
Interest on FHLB borrowings		2,576		2,113
Interest on other borrowings - short term		96		169
Total Interest Expense		10,375		13,122
Net Interest Income		36,822		35,124
Provision for loan losses		746		295
Net Interest Income after
Provision for Loan Losses		36,076		34,829
Noninterest Income:
Service charges on deposit accounts		4,554		3,891
Trust services revenue		1,909		1,727
Other charges and fees for customer services		1,548		1,915
Mortgage banking revenue		780		1,547
Investment securities gains		983		184
Other		188		50
Total Noninterest Income		9,962		9,314
Operating Expenses:
Salaries and employee benefits		14,801		13,689
Occupancy and equipment		4,844		4,013
Other		5,515		5,324
Total Operating Expenses		25,160		23,026
Income Before Income Taxes		20,878		21,117
Federal income taxes		6,759		7,103
Net Income	$	14,119	$	14,014
Net income per share:
Basic	$	0.59	$	0.59
Diluted		0.59		0.59
Cash dividends per share		0.265		0.25
Average shares outstanding:
Basic		23,892		23,696
Diluted		23,986		23,740

Chemical Financial Corporation Announces First Quarter Operating Results

Financial Summary (Unaudited)
Chemical Financial Corporation and Subsidiaries
(Dollars in thousands)

	Three Months Ended March 31,
	2004		2003
Average Balances
Total assets	$	3,888,849	$	3,574,354
Total interest-earning assets		3,633,736		3,398,914
Total loans		2,517,080		2,100,747
Total deposits		3,020,391		2,861,776
Total shareholders' equity		463,268		433,989

	Three Months Ended March 31,
	2004		2003
Key Ratios (annualized where applicable)
Net interest margin	4.12	%	4.25	%
Efficiency ratio	53.3	%	51.3	%
Return on average assets	1.46	%	1.59	%
Return on average shareholders' equity	12.3	%	13.1	%
Average shareholders' equity as a
percent of average assets	11.9	%	12.1	%
Tangible shareholders' equity as a
percent of total assets	10.3	%	11.1	%
Total risk-based capital ratio	16.5	%	18.7	%

	March 31,
	2004		2003
Credit Quality Statistics
Nonaccrual loans	$	5,317	$	5,730
Loans 90 or more days past due
and still accruing		6,559		5,442
Total nonperforming loans		11,876		11,172
Repossessed assets acquired (RAA)		6,294		4,590
Total nonperforming assets		18,170		15,762
Net loan charge-offs		431		274

Allowance for loan losses as a
percent of total loans	1.31	%	1.44	%
Allowance for loan losses as a
percent of nonperforming loans	282	%	275	%
Nonperforming loans as a
percent of total loans	0.47	%	0.52	%
Nonperforming assets as a
percent of total loans plus RAA	0.71	%	0.74	%
Net loan charge-offs as a
percent of average loans	0.07	%	0.05	%

	March 31,
	2004		2003
Additional Data
Goodwill	$	63,295	$	27,940
Core deposit intangibles		9,611		9,592
Mortgage servicing rights		3,235		2,528
Amortization of intangibles		751		808

Chemical Financial Corporation Announces First Quarter Operating Results

Selected Quarterly Information (Unaudited)
Chemical Financial Corporation and Subsidiaries
(Dollars in thousands)

	1st Qtr. 2004		4th Qtr. 2003		3rd Qtr. 2003		2nd Qtr. 2003		1st Qtr. 2003
Summary of Operations
Interest income	$	47,197	$	44,857	$	45,237	$	46,697	$	48,246
Interest expense		10,375		10,002		10,473		11,668		13,122
Net interest income		36,822		34,855		34,764		35,029		35,124
Provision for loan losses		746		727		540		1,272		295
Net interest income after provision
for loan losses		36,076		34,128		34,224		33,757		34,829
Noninterest income		9,962		9,420		10,274		10,086		9,314
Noninterest expense		25,160		23,014		22,701		23,182		23,026
Income taxes		6,759		6,971		7,328		6,991		7,103
Net income		14,119		13,563		14,469		13,670		14,014
Per Common Share Data
Net income:
Basic	$	0.59	$	0.57	$	0.61	$	0.58	$	0.59
Diluted		0.59		0.57		0.61		0.58		0.59
Cash dividends		0.265		0.25		0.25		0.25		0.25
Book value		19.63		19.25		18.94		18.73		18.45