SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2004

Commission file number 0-7818

INDEPENDENT BANK CORPORATION
(Exact name of registrant as specified in its charter)

Michigan	38-2032782
(State or jurisdiction of	(I.R.S. Employer Identification
Incorporation or Organization)	Number)

230 West Main Street, P.O. Box 491, Ionia, Michigan 48846
(Address of principal executive offices)

(616) 527-9450
(Registrant’s telephone number, including area code)

NONE
Former name, address and fiscal year, if changed since last report.

        Indicate by check mark whether the registrant (1) has filed all documents and reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO______

        Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes X No___

        Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common stock, par value $1	19,763,022
Class	Outstanding at May 5, 2004

INDEPENDENT BANK CORPORATION AND SUBSIDIARIES

INDEX		Number(s)
PART I - Financial Information
Item 1.	Consolidated Statements of Financial Condition
	March 31, 2004 and December 31, 2003	2
	Consolidated Statements of Operations
	Three-month periods ended March 31, 2004 and 2003	3
	Consolidated Statements of Cash Flows
	Three-month periods ended March 31, 2004 and 2003	4
	Consolidated Statements of Shareholders' Equity
	Three-month periods ended March 31, 2004 and 2003	5
	Notes to Interim Consolidated Financial Statements	6-14
Item 2.	Management's Discussion and Analysis of Financial
	Condition and Results of Operations	15-32
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	33
Item 4.	Controls and Procedures	33
PART II - Other Information
Item 2.	Changes in securities, use of proceeds and issuer purchases of
	equity securities	34
Item 6.	Exhibits & Reports on Form 8-K	34

Any statements in this document that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “believe,” “intend,” “estimate,” “project,” “may” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are predicated on management’s beliefs and assumptions based on information known to Independent Bank Corporation’s management as of the date of this document and do not purport to speak as of any other date. Forward-looking statements may include descriptions of plans and objectives of Independent Bank Corporation’s management for future or past operations, products or services, and forecasts of the Company’s revenue, earnings or other measures of economic performance, including statements of profitability, business segments and subsidiaries, and estimates of credit quality trends. Such statements reflect the view of Independent Bank Corporation’s management as of this date with respect to future events and are not guarantees of future performance; involve assumptions and are subject to substantial risks and uncertainties, such as the changes in Independent Bank Corporation’s plans, objectives, expectations and intentions. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, the Company’s actual results could differ materially from those discussed. Factors that could cause or contribute to such differences are changes in interest rates, changes in the accounting treatment of any particular item, the results of regulatory examinations, changes in industries where the Company has a concentration of loans, changes in the level of fee income, changes in general economic conditions and related credit and market conditions, and the impact of regulatory responses to any of the foregoing. Forward-looking statements speak only as of the date they are made. Independent Bank Corporation does not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made. For any forward-looking statements made in this document, Independent Bank Corporation claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Part I
Item 1.

INDEPENDENT BANK CORPORATION AND SUBSIDIARIES
Consolidated Statements of Financial Condition

	March 31, 2004			December 31, 2003
	(unaudited)
	(in thousands)
Assets Cash and due from banks	$	57,268		$	61,741
Securities available for sale		454,148			453,996
Federal Home Loan Bank stock, at cost		13,965			13,895
Loans held for sale		53,784			32,642
Loans
Commercial		609,626			603,558
Real estate mortgage		686,707			681,602
Installment		231,911			234,562
Finance receivables		175,768			147,671
Total Loans		1,704,012			1,667,393
Allowance for loan losses		(17,726	)		(17,728	)
Net Loans		1,686,286			1,649,665
Property and equipment, net		46,049			43,979
Bank owned life insurance		37,222			36,850
Goodwill		16,689			16,696
Other intangibles		7,071			7,523
Accrued income and other assets		41,783			43,135
Total Assets	$	2,414,265		$	2,360,122
Liabilities and Shareholders' Equity
Deposits
Non-interest bearing	$	201,315		$	192,733
Savings and NOW		731,380			700,541
Time		779,518			809,532
Total Deposits		1,712,213			1,702,806
Federal funds purchased		45,205			53,885
Other borrowings		358,053			331,819
Subordinated debentures		52,165			52,165
Financed premiums payable		36,813			26,340
Accrued expenses and other liabilities		37,280			30,891
Total Liabilities		2,241,729			2,197,906
Shareholders' Equity
Preferred stock, no par value--200,000 shares authorized; none
outstanding
Common stock, $1.00 par value--30,000,000 shares authorized;
issued and outstanding: 19,691,374 shares at March 31, 2004
and 19,568,867 shares at December 31, 2003		19,691			19,569
Capital surplus		120,841			119,353
Retained earnings		22,245			16,953
Accumulated other comprehensive income		9,759			6,341
Total Shareholders' Equity		172,536			162,216
Total Liabilities and Shareholders' Equity	$	2,414,265		$	2,360,122

See notes to interim consolidated financial statements

2

INDEPENDENT BANK CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations

	Three Months Ended March 31,
		2004			2003
		(unaudited)
		(in thousands, except per share amounts)
Interest Income
Interest and fees on loans	$	30,126		$	26,661
Securities available for sale
Taxable		3,094			2,899
Tax-exempt		2,229			1,918
Other investments		166			142
Total Interest Income		35,615			31,620
Interest Expense
Deposits		6,202			7,171
Other borrowings		4,038			3,642
Total Interest Expense		10,240			10,813
Net Interest Income		25,375			20,807
Provision for loan losses		801			1,000
Net Interest Income After Provision for Loan Losses		24,574			19,807
Non-interest Income
Service charges on deposit accounts		3,641			3,271
Net gains on asset sales
Real estate mortgage loans		1,059			4,032
Securities		493			512
Title insurance fees		544			743
Manufactured home loan origination fees		289			358
Real estate mortgage loan servicing		(684	)		(350	)
Other income		2,095			1,849
Total Non-interest Income		7,437			10,415
Non-interest Expense
Compensation and employee benefits		11,099			9,641
Occupancy, net		1,823			1,598
Furniture and fixtures		1,390			1,320
Other expenses		6,346			5,496
Total Non-interest Expense		20,658			18,055
Income Before Income Tax		11,353			12,167
Income tax expense		2,910			3,350
Net Income	$	8,443		$	8,817
Net Income Per Share
Basic	$	.43		$	.45
Diluted		.42			.44
Dividends Per Common Share
Declared	$	.16		$	.13
Paid		.16			.13

See notes to interim consolidated financial statements

3

INDEPENDENT BANK CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows

	Three months ended March 31,
	2004			2003
	(unaudited)
	(in thousands)
Net Income	$	8,443		$	8,817
Adjustments to Reconcile Net Income
to Net Cash from Operating Activities
Proceeds from sales of loans held for sale		69,793			233,776
Disbursements for loans held for sale		(89,876	)		(206,862	)
Provision for loan losses		801			1,000
Depreciation and amortization of premiums and accretion of
discounts on securities and loans		2,435			1,707
Net gains on sales of real estate mortgage loans		(1,059	)		(4,032	)
Net gains on sales of securities		(493	)		(512	)
Deferred loan fees		(208	)		291
Increase in accrued income and other assets		(1,171	)		(2,296	)
Increase in accrued expenses and other liabilities		17,229			5,814
		(2,549)			28,886
Net Cash from Operating Activities		5,894			37,703
Cash Flow used in Investing Activities
Proceeds from the sale of securities available for sale		13,112			1,326
Proceeds from the maturity of securities available for sale		1,024			9,278
Principal payments received on securities available for sale		10,013			22,056
Purchases of securities available for sale		(18,377	)		(48,652	)
Principal payments on portfolio loans purchased		2,235			3,131
Portfolio loans originated, net of principal payments		(39,449	)		(12,448	)
Purchase of common securities					(1,565	)
Capital expenditures		(3,521	)		(1,422	)
Net Cash used in Investing Activities		(34,963	)		(28,296	)
Cash Flow from (used in) Financing Activities
Net increase in total deposits		9,407			24,742
Net decrease in short-term borrowings		(590	)		(29,246	)
Proceeds from Federal Home Loan Bank advances		146,400			86,100
Payments of Federal Home Loan Bank advances		(128,256	)		(140,606	)
Dividends paid		(2,934	)		(2,494	)
Proceeds from issuance of subordinated debentures					50,277
Proceeds from issuance of common stock		569			1,195
Repurchase of common stock					(308	)
Net Cash from (used in) Financing Activities		24,596			(10,340	)
Net Decrease in Cash and Cash Equivalents		(4,473	)		(933	)
Cash and Cash Equivalents at Beginning of Period		61,741			60,731
Cash and Cash Equivalents at End of Period	$	57,268		$	59,798
Cash paid during the period for
Interest	$	10,164		$	12,360
Income taxes
Transfer of loans to other real estate		1,043			1,138

See notes to interim consolidated financial statements

4

INDEPENDENT BANK CORPORATION AND SUBSIDIARIES
Consolidated Statements of Shareholders’ Equity

	Three months ended March 31,
	2004			2003
	(unaudited)
	(in thousands)
Balance at beginning of period	$	162,216		$	138,047
Net income		8,443			8,817
Cash dividends declared		(3,151	)		(2,521	)
Issuance of common stock		1,610			1,195
Repurchase of common stock					(308	)
Net change in accumulated other comprehensive
income, net of related tax effect (note 4)		3,418			163
Balance at end of period	$	172,536		$	145,393

See notes to interim consolidated financial statements.

5

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1.     In our opinion, the accompanying unaudited consolidated financial statements contain all the adjustments necessary to present fairly our consolidated financial condition as of March 31, 2004 and December 31, 2003, and the results of operations for the three-month periods ended March 31, 2004 and 2003. Certain reclassifications have been made in the prior year financial statements to conform to the current year presentation. Our critical accounting policies include accounting for the allowance for loan losses, the valuation of derivative financial instruments, the valuation of originated mortgage servicing rights, the valuation of deferred tax assets and the valuation of goodwill. Refer to our 2003 Annual Report on Form 10-K for a disclosure of our accounting policies.

2.     Our assessment of the allowance for loan losses is based on an evaluation of the loan portfolio, recent loss experience, current economic conditions and other pertinent factors. Loans on non-accrual status, past due more than 90 days, or restructured amounted to $10.7 million at March 31, 2004, and $12.7 million at December 31, 2003. (See Management’s Discussion and Analysis of Financial Condition and Results of Operations).

3.     The provision for income taxes represents federal and state income tax expense calculated using annualized rates on taxable income generated during the respective periods.

4.     Comprehensive income for the three-month periods ended March 31 follows:

	Three months ended March 31,
	2004			2003
	(in thousands)
Net income	$	8,443		$	8,817
Net change in unrealized gain on securities
available for sale, net of related tax effect		3,921			(405	)
Net change in unrealized loss on derivative
instruments, net of related tax effect		(503	)		568
Comprehensive income	$	11,861		$	8,980

The net change in unrealized gain on securities available for sale reflect net gains and losses reclassified into earnings as follows:

		Three months ended March 31,
		2004		2003
		(in thousands)
Gain reclassified into earnings	$	493	$	512
Federal income tax expense as a
result of the reclassification of these
amounts from comprehensive income		173		179

5.     Our reportable segments are based upon legal entities. We have five reportable segments: Independent Bank (“IB”), Independent Bank West Michigan (“IBWM”), Independent Bank South Michigan (“IBSM”), Independent Bank East Michigan (“IBEM”) and Mepco Insurance Premium Financing, Inc. (“Mepco”). We evaluate performance based principally on net income of the respective reportable segments.

6

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

A summary of selected financial information for our reportable segments as of or for the three-month periods ended March 31, follows:

As of or for the three months ended March 31,

	IB		IBWM		IBSM		IBEM		Mepco		Other(1)			Elimination		Total
	(in thousands)
2004
Total assets		$1,021,575		$467,169		$371,337		$348,920		$193,728		$233,285			$221,749		$2,414,265
Interest income		14,807		6,810		4,839		4,861		4,299		4			5		35,615
Net interest income		10,333		5,269		3,379		3,646		3,818		(1,070	)				25,375
Provision for loan losses		353		148		104		40		156							801
Income (loss) before
income tax		4,790		3,084		1,808		1,449		1,690		(1,273	)		195		11,353
Net income (loss)		3,672		2,233		1,357		1,179		1,032		(835	)		195		8,443
2003
Total assets		$983,169		$434,201		$317,030		$341,274				$221,619			$235,800		$2,061,493
Interest income		15,100		6,866		4,649		5,012				12			19		31,620
Net interest income		9,744		5,004		3,105		3,537				(583	)				20,807
Provision for loan losses		330		360		60		250									1,000
Income (loss) before
income tax		6,311		3,432		1,955		1,347				(640	)		238		12,167
Net income (loss)		4,598		2,406		1,434		1,128				(511	)		238		8,817

(1)     Includes items relating to the Registrant and certain insignificant operations.

7

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

6. A reconciliation of basic and diluted earnings per share for the three-month periods ended March 31 follows:

	Three months ended March 31,
	2004		2003
	(in thousands, except per share amounts)
Net income	$	8,443	$	8,817
Average shares outstanding (Basic) (1)		19,611		19,660
Effect of dilutive securities - stock options		433		331
Average shares outstanding (Diluted)		20,044		19,991
Net income per share
Basic	$	.43	$	.45
Diluted		.42		.44

    ⁽¹⁾        Shares outstanding have been adjusted for a 10% stock dividend in 2003.

7.     Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities,” (“SFAS #133”) which was subsequently amended by SFAS #138, requires companies to record derivatives on the balance sheet as assets and liabilities measured at their fair value. The accounting for increases and decreases in the value of derivatives depends upon the use of derivatives and whether the derivatives qualify for hedge accounting.

Our derivative financial instruments according to the type of hedge in which they are designated under SFAS #133 follows:

	March 31, 2004
	Notional Amount		Average Maturity (years)			Fair Value
	(dollars in thousands)
Fair Value Hedge - pay variable interest-rate swap agreements	$	86,159		4	.3		$	155
Cash Flow Hedge - pay fixed interest-rate swap agreements	$	349,000		1	.4		$	(4,953	)
No hedge designation
Pay fixed interest-rate swap agreements	$	15,000		1	.6		$	(143	)
Pay variable interest-rate swap agreements		15,000		0	.5			12
Rate-lock real estate mortgage loan commitments		58,800		0	.1			246
Mandatory commitments to sell real estate mortgage loans		102,000		0	.1			23
Total	$	190,800		0	.3		$	138

We have established management objectives and strategies that include interest-rate risk parameters for maximum fluctuations in net interest income and market value of portfolio equity. We monitor our interest rate risk position via simulation modeling reports (See “Asset/liability management”). The goal of our asset/liability management efforts is to maintain profitable financial leverage within established risk parameters.

8

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

We use variable rate and short-term fixed-rate (less than 12 months) debt obligations to fund a portion of our balance sheet, which exposes us to variability in interest rates. To meet our objectives, we may periodically enter into derivative financial instruments to mitigate exposure to fluctuations in cash flows resulting from changes in interest rates (“Cash Flow Hedges”). Cash Flow Hedges currently include certain pay-fixed interest-rate swaps.

Pay-fixed interest-rate swaps convert the variable-rate cash flows on debt obligations to fixed-rates. Under interest-rate collars, we will receive cash if interest rates rise above a predetermined level while we will make cash payments if interest rates fall below a predetermined level. As a result, we effectively have variable rate debt with an established maximum and minimum rate.

We record the fair value of Cash Flow Hedges in accrued expenses and other liabilities. On an ongoing basis, we adjust our balance sheet to reflect the then current fair value of Cash Flow Hedges. The related gains or losses are reported in other comprehensive income and are subsequently reclassified into earnings, as a yield adjustment in the same period in which the related interest on the hedged items (primarily variable-rate debt obligations) affect earnings. It is anticipated that approximately $2.1 million, net of tax, of unrealized losses on Cash Flow Hedges at March 31, 2004 will be reclassified to earnings over the next twelve months. To the extent that the Cash Flow Hedges are not effective, the ineffective portion of the Cash Flow Hedges are immediately recognized as interest expense. The maximum term of any Cash Flow Hedge at March 31, 2004 is 5.3 years.

We also use long-term, fixed-rate brokered CDs to fund a portion of our balance sheet. These instruments expose us to variability in fair value due to changes in interest rates. To meet our objectives, we may enter into derivative financial instruments to mitigate exposure to fluctuations in fair values of such fixed-rate debt instruments (“Fair Value Hedges”). Fair Value Hedges currently include pay-variable interest rate swaps.

Also, we record Fair Value Hedges at fair value in accrued expenses and other liabilities. The hedged items (primarily fixed-rate debt obligations) are also recorded at fair value through the statement of operations, which offsets the adjustment to Fair Value Hedges. On an ongoing basis, we will adjust our balance sheet to reflect the then current fair value of both the Fair Value Hedges and the respective hedged items. To the extent that the change in value of the Fair Value Hedges do not offset the change in the value of the hedged items, the ineffective portion is immediately recognized as interest expense.

Certain derivative financial instruments are not designated as hedges. The fair value of these derivative financial instruments have been recorded on our balance sheet and are adjusted on an ongoing basis to reflect their then current fair value. The changes in the fair value of derivative financial instruments not designated as hedges, are recognized currently as interest expense.

In the ordinary course of business, we enter into rate-lock real estate mortgage loan commitments with customers (“Rate Lock Commitments”). These commitments expose us to interest rate risk. We also enter into mandatory commitments to sell real estate mortgage loans (“Mandatory Commitments”) to hedge price fluctuations of mortgage loans held for sale and Rate Lock Commitments. Mandatory Commitments help protect our loan sale profit margin from fluctuations in interest rates. The changes in the fair value of Rate Lock Commitments and Mandatory Commitments are recognized currently as part of gains on the sale of real estate mortgage loans. Interest expense and net gains on the sale of real estate mortgage loans, as well as net income may be more volatile as a result of derivative instruments, which are not designated as hedges.

9

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

The impact of SFAS #133 on net income and other comprehensive income for the three-month periods ended March 31, 2004 and 2003 is as follows:

	Net Income			Other Comprehensive Income			Total
	(in thousands)
Change in fair value during the three-
month period ended March 31, 2004
Interest-rate swap agreements
not designated as hedges	$	(48	)				$	(48	)
Rate Lock Commitments		52						52
Mandatory Commitments		163						163
Ineffectiveness of cash flow hedges		15						15
Cash flow hedges				$	(2,163	)		(2,163	)
Reclassification adjustment					1,390			1,390
Total		182			(773	)		(591	)
Income tax		63			(270	)		(207	)
Net	$	119		$	(503	)	$	(384	)
	Net Income			Income (Expense) Other Comprehensive Income			Total
	(in thousands)
Change in fair value during the three-
month period ended March 31, 2003
Rate Lock Commitments	$	57					$	57
Mandatory Commitments		539						539
Ineffectiveness of cash flow hedges		(24	)					(24	)
Cash flow hedges		(28	)	$	(918	)		(946	)
Reclassification adjustment					1,791			1,791
Total		544			873			1,417
Federal income tax		190			305			495
Net	$	354		$	568		$	922

10

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

8.     Statement of Financial Accounting Standards No. 141, “Business Combinations,” (“SFAS #141”) and Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” (“SFAS #142”) have a profound effect on how organizations account for business combinations and for the purchased goodwill and intangible assets that arise from those combinations or are acquired otherwise.

Intangible assets, net of amortization, were comprised of the following at March 31, 2004 and December 31, 2003:

	March 31, 2004				December 31, 2003
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
	(dollars in thousands)
Amortized intangible assets
Core deposit		$13,386		$8,342		$13,386		$8,067
Customer relationship		2,604		755		2,604		589
Other		220		42		220		31
Total		$16,210		$9,139		$16,210		$8,687
Unamortized intangible assets -
Goodwill		$16,689				$16,696

Based on our review of goodwill recorded on the Statement of Financial Condition, no impairment existed as of March 31, 2004.

Amortization of intangibles, primarily amortization of core deposit intangibles, has been estimated through 2009 and thereafter in the following table, and does not take into consideration any potential future acquisitions or branch purchases.

	(dollars in thousands)
Nine months ended December 31, 2004	$	1,342
Year ending December 31:
2005		1,556
2006		1,392
2007		1,278
2008		1,032
2009 and thereafter		471
Total	$	7,071

Changes in the carrying amount of goodwill by reporting segment for the three months ended March 31, 2004 were as follows:

	IB		IBWM		IBSM	IBEM		Mepco			Other(1)		Total
	(dollars in thousands)
Balance, December 31, 2003		$6,754		$32	$		$180		$9,397			$333		$16,696
Goodwill adjustment during period									(7	)				(7	)
Balance, March 31, 2004		$6,754		$32	$		$180		$9,390			$333		$16,689

⁽¹⁾Includes items relating to the Registrant and certain insignificant operations.

11

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

9.     We maintain stock option plans for our non-employee directors as well as certain of our officers and those of our Banks and their subsidiaries. Options that were granted under these plans are exercisable not earlier than six months after the date of grant, at a price equal to the fair market value of the common stock on the date of grant, and expire not more than ten years after the date of grant.

The following table summarizes the impact on our net income had compensation cost included the fair value of options at the grant date:

	Three months ended March 31,
	2004			2003
	(in thousands, except per share amounts)
Net income - as reported		$8,443			$8,817
Stock based compensation expense determined under
fair value based method, net of related tax effect		(504	)		(435	)
Pro-forma net income		$7,939			$8,382
Income per share
Basic
As reported		$.43			$.45
Pro-forma		.40			.43
Diluted
As reported		$.42			$.44
Pro-forma		.40			.42

10.   On April 15, 2003, we completed the acquisition of Mepco Insurance Premium Financing, Inc. with the purpose of adding a high margin business with good growth prospects and to take advantage of our relatively lower cost of funds and greater access to capital. Mepco is a 40-year old Chicago-based company that specializes in financing insurance premiums for businesses and extended automobile warranties for consumers. As a result of the closing of this transaction we issued 272,439 shares of common stock and paid out $5.0 million in cash on April 15, 2003as the initial consideration. Under the terms of the agreement and plan of merger additional consideration may be paid in the future primarily pursuant to a five-year earn out. During the first quarter of 2004, Mepco recorded approximately $4.3 million in interest income and fees on loans, $0.5 million in interest expense, a $0.2 million provision for credit losses, $0.1 million in non-interest income, $2.0 million in non-interest expense, $1.7 million in income before income taxes and $1.0 million in net income. At March 31, 2004 Mepco had total assets of $193.7 million, including finance receivables of $175.8 million. We recorded purchase accounting adjustments related to the Mepco acquisition including recording goodwill of $9.4 million, establishing a customer relationship intangible of $2.6 million, a covenant not to compete of $0.2 million and writing down fixed assets (software in the process of development) by $2.3 million. The customer relationship intangible is being amortized on an accelerated basis over ten years and the covenant not to compete on a straight-line basis over five years. Included in the first quarter of 2004 was $0.2 million for amortization of the customer relationship intangible and the covenant not to compete.

12

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

The following is a condensed balance sheet of Mepco at our date of acquisition adjusted for updated information related to the fair value of assets acquired and liabilities assumed:

	(in thousands)
Cash	$	2,217
Finance receivables, net		99,156
Property and equipment		1,233
Intangible assets		2,824
Goodwill		9,390
Other assets		3,011
Total assets acquired		117,831
Short-term borrowings		79,893
Financed premiums payable		24,628
Other liabilities		3,028
Total liabilities assumed		107,549
Net assets acquired	$	10,282

11.     In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities,” (“FIN #46”) which addresses consolidation by business enterprises of variable interest entities. This Interpretation applies immediately to variable interest entities created after January 31, 2003 and to variable interest entities in which an enterprise obtains an interest after that date. For enterprises with variable interest entities created before February 1, 2003, this Interpretation applies no later than the beginning of the first interim or annual reporting period ending after December 15, 2003. However, certain disclosure requirements were effective for all financial statements issued after January 31, 2003. The adoption of this Interpretation did not have a material impact on our financial condition or results of operations.

In December 2003, the FASB issued Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities,” (“FIN 46R”), which addresses how a business enterprise should evaluate whether it has a controlling financial interest in an entity through means other than voting rights and accordingly should consolidate the entity. FIN 46R replaces FIN 46 discussed in the previous paragraph. Under the general transition provisions of FIN 46R all public entities are required to fully implement FIN 46R no later than the end of the first reporting period ending after March 15, 2004. The adoption of FIN 46R during the quarter ended March 31, 2004 did not have a material impact on our financial condition or results of operations.

In April 2003, the FASB issued Statement of Financial Accounting Standards No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities,” (“SFAS #149”) which amends SFAS #133 to clarify the definition of a derivative and expand the nature of exemptions from SFAS #133. SFAS #149 also clarifies the application of hedge accounting when using certain instruments and the application of SFAS #133 to embedded derivative instruments. SFAS #149 also modifies the cash flow presentation of derivative instruments that contain financing elements. This Statement is effective for contracts entered into or modified after June 30, 2003, with early adoption encouraged. Adoption of this Statement did not have a material impact on our financial condition or results of operations.

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NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity,” (“SFAS #150”) which requires issuers of financial instruments to classify as liabilities certain freestanding financial instruments that embody obligations for the issuer. SFAS #150 was effective for all freestanding financial instruments entered into or modified after May 31, 2003 and was otherwise effective at the beginning of the first interim period beginning after June 15, 2003. On October 29, 2003, the FASB voted to defer for an indefinite period the application of the guidance in SFAS #150, to non-controlling interests that are classified as equity in the financial statements of a subsidiary but would be classified as a liability on the parent’s financial statements. The adoption of the sections of this Statement that have not been deferred did not have a significant impact on our financial condition or results of operations. The section noted above that has been deferred indefinitely is not expected to have a material impact on our financial condition or results of operations.

In March 2004, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 105, “Application of Accounting Principles to Loan Commitments,” (“SAB #105”) which provides guidance about the measurement of loan commitments required to be accounted for as derivative instruments and recognized at fair value under SFAS #133. SAB #105 also requires companies to disclose their accounting policy for those loan commitments including methods and assumptions used to estimate fair value and associated hedging strategies. SAB #105 is effective for all loan commitments accounted for as derivatives that are entered into after March 31, 2004. Our current policies are consistent with the guidance issued in SAB #105.

In December 2003, the American Institute of Certified Public Accountants (“AICPA”) issued Statement of Position (“SOP”) 03-03, “Accounting for Certain Loans or Debt Securities Acquired in a Transfer”. This SOP addresses accounting for differences between contractual cash flows and cash flows expected to be collected from an investor’s initial investment in loans or debt securities (loans) acquired in a transfer if those differences are attributable, at least in part, to credit quality. It includes loans acquired in purchase business combinations. This SOP does not apply to loans originated by us and is effective for loans acquired in fiscal years beginning after December 15, 2004. This SOP is not expected to have a material impact on our financial condition or results of operations.

12.     The results of operations for the three-periods ended March 31, 2004, are not necessarily indicative of the results to be expected for the full year.

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Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following section presents additional information that may be necessary to assess our financial condition and results of operations. This section should be read in conjunction with our consolidated financial statements contained elsewhere in this report as well as our 2003 Annual Report on Form 10-K.

FINANCIAL CONDITION

Summary Our total assets increased by $54.1 million during the first three months of 2004. Loans, excluding loans held for sale (“Portfolio Loans”), totaled $1.704 billion at March 31, 2004, an increase of $36.6 million from December 31, 2003. This was primarily due to an increase in commercial loans, real estate mortgage loans and finance receivables that was partially offset by a decline in installment loans. (See “Portfolio loans and asset quality.”) Loans held for sale increased by $21.1 million, as the volume of new originations of such loans exceeded loan sales in the first quarter of 2004.

Deposits totaled $1.712 billion at March 31, 2004, compared to $1.703 billion at December 31, 2003. The $9.4 million increase in total deposits during the period principally reflects an increase in non-interest bearing, savings and NOW deposit accounts partially offset by a decline in time deposits. Other borrowings totaled $358.1 million at March 31, 2004, an increase of $26.2 million from December 31, 2003. This was primarily attributable to funding growth in loans held for sale.

Securities We maintain diversified securities portfolios, which may include obligations of the U.S. Treasury and government-sponsored agencies as well as securities issued by states and political subdivisions, corporate securities, mortgage-backed securities and asset-backed securities. We also invest in capital securities, which include preferred stocks and trust preferred securities. We regularly evaluate asset/liability management needs and attempt to maintain a portfolio structure that provides sufficient liquidity and cash flow. We believe that the unrealized losses on securities available for sale are temporary in nature and due primarily to changes in interest rates and not a result of credit related issues. We also believe that we have the ability to hold securities with unrealized losses to maturity or until such time as the unrealized losses reverse. (See “Asset/liability management.”)

Securities

			Unrealized
	Amortized Cost		Gains		Losses		Fair Value
			(in thousands)
Securities available for sale
March 31, 2004	$	434,180	$	21,848	$	1,880	$	454,148
December 31, 2003		444,060		15,681		1,745		453,996

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Securities available for sale remained relatively unchanged during the first quarter of 2004 as a decline in amortized cost associated with the sale of some corporate securities was offset by an increase in net unrealized gains. Generally we cannot earn the same interest-rate spread on securities as we can on loans. As a result, offsetting slow loan growth with purchases of securities will tend to erode some of our profitability measures including our return on assets.

At March 31, 2004 and December 31, 2003 we had $27.9 million and $33.1 million, respectively, of asset-backed securities included in securities available for sale. Approximately 83% of our asset-backed securities at March 31, 2004 are backed by mobile home loans (compared to 86% at December 31, 2003). All of our asset-backed securities are rated as investment grade (by the major rating agencies) except for one mobile home loan asset-backed security with a balance of $3.1 million at March 31, 2004. With respect to this particular security, it had a split rating at March 31, 2004 (an above investment grade rating by one rating agency and a below investment grade rating by a different rating agency). We do not foresee, at the present time, any risk of loss (related to credit issues) on our asset-backed securities.

Sales of securities available for sale were as follows (See “Non-interest income.”):

	Three months ended March 31,
	2004		2003
	(in thousands)
Proceeds	$	13,112	$	1,326
Gross gains	$	619	$	512
Gross losses		126
Net Gains	$	493	$	512

Portfolio Loans and asset quality We believe that our decentralized loan origination structure provides important advantages in serving the credit needs of our principal lending markets. In addition to the communities served by our bank branch networks, principal lending markets include nearby communities and metropolitan areas. Subject to established underwriting criteria, we also participate in commercial lending transactions with certain non-affiliated banks and may also purchase real estate mortgage loans from third-party originators.

Our April 2003 acquisition of Mepco added the financing of insurance premiums and extended automobile warranties to our lending activities. These are new lines of business for us and expose us to new risks. Mepco conducts its lending activities across the United States although its insurance premium financing business is presently concentrated in California and Illinois. Mepco generally does not evaluate the creditworthiness of the individual borrower but instead primarily relies on the loan collateral (the unearned insurance premium or automobile warranty contract) in the event of default. As a result, we have established and monitor insurance carrier concentration limits in order to manage our collateral exposure. The insurance carrier concentration limits are primarily based on the insurance company’s AM Best rating and statutory surplus level. Mepco also has established procedures for loan servicing and collections, including the timely cancellation of the insurance policy or automobile warranty contract in order to protect our collateral position in the event of default. Mepco also has established procedures to attempt to prevent and detect fraud since the loan origination activities and initial borrower

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contact is entirely done through unrelated third parties (primarily insurance agents and automobile warranty administrators or automobile dealerships). There can be no assurance that the aforementioned risk management policies and procedures will prevent us from the possibility of incurring significant credit or fraud related losses in this business segment.

Although the management and board of directors of each of our banks retain authority and responsibility for credit decisions, we have adopted uniform underwriting standards. Further, our loan committee structure as well as the centralization of commercial loan credit services and the loan review process, provides requisite controls and promotes compliance with such established underwriting standards. Such centralized functions also facilitate compliance with consumer protection laws and regulations.

We generally retain loans that may be profitably funded within established risk parameters. (See “Asset/liability management.”) As a result, we may hold adjustable-rate and balloon real estate mortgage loans as Portfolio Loans, while 15- and 30-year, fixed-rate obligations are generally sold to mitigate exposure to changes in interest rates. (See “Non-interest income.”) During the first three months of 2004 our balance of real estate mortgage loans increased by $5.1 million. Because of the relatively low interest rate environment over the past few years, borrowers have more often sought longer-term fixed rate mortgage loans. If borrowers continue to prefer longer-term fixed rate mortgage loans (which we generally sell as described above), we believe it may be difficult to appreciably grow our real estate mortgage loan portfolio in the foreseeable future.

The $6.1 million increase in commercial loans during the three months ended March 31, 2004, principally reflects our emphasis on lending opportunities within this category of loans and an increase in commercial lending staff. Loans secured by real estate comprise the majority of new commercial loans.

The $175.8 million of finance receivables at March 31, 2004 are comprised principally of loans to businesses to finance insurance premiums and loans to individuals to finance extended automobile warranties. The finance receivables are a result of our acquisition of Mepco. The growth in this category of loans is primarily due to the geographic expansion of Mepco’s lending activities, particularly in the northeastern United States and the addition of sales staff to call on insurance agencies.

Future growth of overall Portfolio Loans is dependent upon a number of competitive and economic factors. Declines in Portfolio Loans or competition leading to lower relative pricing on new Portfolio Loans could adversely impact our future operating results. We continue to view loan growth consistent with prevailing quality standards as a major short and long-term challenge.

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Non-performing assets

	March 31, 2004			December 31, 2003
	(dollars in thousands)
Non-accrual loans	$	8,393		$	9,122
Loans 90 days or more past due and
still accruing interest		2,009			3,284
Restructured loans		308			335
Total non-performing loans		10,710			12,741
Other real estate and repossessed assets		3,652			3,256
Total non-performing assets	$	14,362		$	15,997
As a percent of Portfolio Loans
Non-performing loans		0.63	%		0.76	%
Allowance for loan losses		1.04			1.06
Non-performing assets to total assets		0.59			.68
Allowance for loan losses as a percent of
non-performing loans		166			139

The decrease in the overall level of non-performing loans in the first quarter of 2004 is primarily due to the receipt of a $1.5 million initial claim on a commercial real estate loan that is presently in foreclosure and that is guaranteed under a federal program through the United States Department of Agriculture (this reduced the balance on this credit from $2.3 million at December 31, 2003 to approximately $0.9 million at March 31, 2004). The balance of the decrease in non-performing loans was principally due to declines in real estate mortgage loans and finance receivables due primarily to the collection of or return to performing status of these loans and to a lesser degree (for real estate mortgage loans) due to charge-offs and transfers to other real estate and repossessed assets. Other real estate and repossessed assets totaled $3.7 million and $3.3 million at March 31, 2004 and December 31, 2003, respectively. This increase is primarily a result of a rise in the level of residential homes acquired through foreclosure.

We will place a loan that is 90 days or more past due on non-accrual, unless we believe the loan is both well secured and in the process of collection. The decrease in the level of loans 90 days or more past due and still accruing interest at March 31, 2004 compared to December 31, 2003 is primarily due to the aforementioned decline in the federally guaranteed commercial real estate loan. We believe the collection of the accrued but unpaid interest on non-performing loans categorized as 90 days or more past due and still accruing interest is probable.

The ratio of net charge-offs to average loans was 0.19% on an annualized basis in the first quarter of 2004 compared to 0.17% in the first quarter of 2003. The increase in net charge-offs is primarily due to increased charge-offs in the installment (consumer) and real estate mortgage loan portfolios.

Impaired loans totaled approximately $14.6 million and $7.9 million at March 31, 2004 and 2003, respectively. At those same dates, certain impaired loans with balances of approximately $7.7 million and $5.9 million, respectively had specific allocations of the allowance for loan losses, which totaled approximately $1.5 million and $1.7 million, respectively. Our average investment in impaired loans was approximately $14.0 million and $6.6 million for the three-month periods ended March 31, 2004 and 2003, respectively. Cash receipts on impaired loans on

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non-accrual status are generally applied to the principal balance. Interest recognized on impaired loans during the first quarter of 2004 was approximately $0.14 million compared to $0.06 million in the first quarter of 2003.

Allowance for loan losses

	Three months ended March 31,
	2004			2003
	(in thousands)
Balance at beginning of period	$	17,728		$	16,705
Additions (deduction)
Provision charged to operating expense		801			1,000
Recoveries credited to allowance		258			340
Loans charged against the allowance		(1,061	)		(917	)
Balance at end of period	$	17,726		$	17,128
Net loans charged against the allowance to
average Portfolio Loans (annualized)		0.19 %			0.17 %

In determining the allowance and the related provision for loan losses, we consider four principal elements: (i) specific allocations based upon probable losses identified during the review of the loan portfolio, (ii) allocations established for other adversely rated loans, (iii) allocations based principally on historical loan loss experience, and (iv) additional allowances based on subjective factors, including local and general economic business factors and trends, portfolio concentrations and changes in the size, mix and/or the general terms of the loan portfolios.

The first element reflects our estimate of probable losses based upon our systematic review of specific loans. These estimates are based upon a number of objective factors, such as payment history, financial condition of the borrower, and discounted collateral exposure.

The second element reflects the application of our loan rating system. This rating system is similar to those employed by state and federal banking regulators. Loans that are rated below a certain predetermined classification are assigned a loss allocation factor for each loan classification category that is based upon a historical analysis of losses incurred. The lower the rating assigned to a loan or category, the greater the allocation percentage that is applied.

The third element is determined by assigning allocations based principally upon the ten-year average of loss experience for each type of loan. Average losses may be further adjusted based on the current delinquency rate. Loss analyses are conducted at least annually.

The fourth element is based on factors that cannot be associated with a specific credit or loan category and reflects our attempt to ensure that the overall allowance for loan losses appropriately reflects a margin for the imprecision necessarily inherent in the estimates of expected credit losses. We consider a number of subjective factors when determining the unallocated portion, including local and general economic business factors and trends, portfolio concentrations and changes in the size, mix and the general terms of the loan portfolios. (See “Provision for loan losses.”)

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Mepco’s allowance for loan losses is determined in a similar manner as discussed above and takes into account delinquency levels, net charge-offs, unsecured exposure and other subjective factors deemed relevant to their lending activities.

Allocation of the Allowance for Loan Losses

	March 31, 2004		December 31, 2003
	(in thousands)
Specific allocations	$	1,522	$	1,362
Other adversely rated loans		6,425		6,487
Historical loss allocations		3,531		3,571
Additional allocations based on subjective factors		6,248		6,308
	$	17,726	$	17,728

Deposits and borrowings Our competitive position within many of the markets served by our bank branch networks limits the ability to materially increase deposits without adversely impacting the weighted-average cost of core deposits. Accordingly, we compete principally on the basis of convenience and personal service, while employing pricing tactics that are intended to enhance the value of core deposits.

We have implemented strategies that incorporate federal funds purchased, other borrowings and Brokered CDs to fund a portion of our increases in interest earnings assets. The use of such alternate sources of funds supplements our core deposits and is also an integral part of our asset/liability management efforts.

	March 31, 2004						December 31, 2003
	Amount		Average Maturity	Rate			Amount		Average Maturity	Rate
	(dollars in thousands)
Brokered CDs(1)	$	378,958	2.4 years		2	.50%		$416,566	2.3 years		2	.43%
Fixed rate FHLB advances(1)		85,232	4.9 years		4	.03		84,638	5.0 years		3	.99
Variable rate FHLB advances(1)		121,700	0.5 years		1	.28		104,150	0.4 years		1	.30
Securities sold under agreements to Repurchase(1)		150,539	0.2 years		1	.18		140,969	0.3 years		1	.22
Federal funds purchased		45,205	1 day		1	.19		53,885	1 day		1	.16
Total	$	781,634	1.8 years		2	.15%		$800,208	1.8 years		2	.15%

            ⁽¹⁾ Certain of these items have had their average maturity and rate altered through the use of derivative instruments, including pay-fixed and pay-variable interest rate swaps.

Other borrowed funds, principally advances from the Federal Home Loan Bank (the “FHLB”) and securities sold under agreements to repurchase (“Repurchase Agreements”), totaled $358.1 million at March 31, 2004, compared to $331.8 million at December 31, 2003. The $26.3 million increase in other borrowed funds principally reflects increases in variable rate FHLB advances and in Repurchase Agreements. These additional borrowings were principally used to fund the growth in loans held for sale.

Derivative financial instruments are employed to manage our exposure to changes in interest rates. (See “Asset/liability management”.) At March 31, 2004, we employed interest-rate swaps

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with an aggregate notional amount of $465.2 million. (See note #7 to interim consolidated financial statements.)

Liquidity and capital resources Our liquidity management involves the measurement and monitoring of a variety of sources and uses of funds. Our Consolidated Statements of Cash Flows categorize these sources and uses into operating, investing and financing activities. We primarily focus on developing access to a variety of borrowing sources to supplement our deposit gathering activities and provide funds for growing our investment and loan portfolios.

At March 31, 2004 we had $410.7 million of time deposits that mature in one year or less. Historically, a majority of these maturing time deposits are renewed by our customers. Additionally, $932.7 million of our deposits at March 31, 2004 were in account types from which the customer could withdraw the funds on demand. Changes in the balances of deposits that can be withdrawn upon demand are usually predictable and the total balances of these accounts have generally grown over time as a result of our marketing and promotional activities. However, there can be no assurance that historical patterns of renewing time deposits or overall growth in deposits will continue in the future.

Effective management of capital resources is critical to our mission to create value for our shareholders. The cost of capital is an important factor in creating shareholder value and, accordingly, our capital structure includes unsecured debt and trust preferred securities.

We also believe that a diversified portfolio of quality loans will provide superior risk-adjusted returns. Accordingly, we have implemented balance sheet management strategies that combine efforts to originate Portfolio Loans with disciplined funding strategies. Acquisitions have also been an integral component of our capital management strategies. (See “Acquisitions.”)

In March 2003 a special purpose entity, IBC Capital Finance II (the “trust”) issued $1.6 million of common securities to Independent Bank Corporation and $50.6 million of trust preferred securities to the public. Independent Bank Corporation issued $52.2 million of subordinated debentures to the trust in exchange for the proceeds from the public offering. These subordinated debentures represent the sole asset of the trust.

Prior to the first quarter of 2004 the trust was consolidated in our financial statements and the common securities and subordinated debentures were eliminated in consolidation. Under new accounting guidance, FASB Interpretation No. 46, as revised in December 2003 (“FIN 46R”), the trust is no longer consolidated with Independent Bank Corporation. Accordingly, we no longer report the $50.6 million of trust preferred securities issued by the trust as liabilities, but instead report the common securities of $1.6 million held by Independent Bank Corporation in other assets and the $52.2 million of subordinated debentures issued by Independent Bank Corporation in the liability section of our Consolidated Statements of Financial Condition. Amounts reported at December 31, 2003 were reclassified to conform to the current presentation. The effect of no longer consolidating the trust had no impact on our operating results.

In July 2003, the Federal Reserve issued a supervisory letter instructing bank holding companies to continue to include trust preferred securities in Tier 1 capital until notice is given to the contrary. As a result, at March 31, 2004 and December 31, 2003 our outstanding trust preferred securities continued to qualify as Tier 1 capital for regulatory purposes, subject to certain limitations. The Federal Reserve intends to review the regulatory implications of FIN 46R and,

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if warranted, provide further appropriate guidance. There can be no assurance that the Federal Reserve will continue to allow us to include trust preferred securities in Tier 1 capital.

To supplement our balance sheet and capital management activities, we periodically repurchase our common stock. During the first quarter of 2004 we did not purchase any shares of our common stock compared to the purchase of 16,500 shares at an average price of $18.64 per share in the first quarter of 2003. As of March 31, 2004 we had 750,000 shares remaining to be purchased under share repurchase plans previously authorized by our Board of Directors. The reduced level of repurchase activity in the first quarter of 2004 is primarily due to the pending acquisitions of two bank holding companies (See “Acquisitions.”) and our desire to increase our tangible capital ratio prior to the consummation of these acquisitions.

Capitalization

	March 31, 2004			December 31, 2003
	(in thousands)
Subordinated debentures	$	52,165		$	52,165
Amount not qualifying as regulatory capital		(1,565	)		(1,565	)
Amount qualifying as regulatory capital		50,600			50,600
Shareholders' Equity
Preferred stock, no par value
Common stock, par value $1.00 per share		19,691			19,569
Capital surplus		120,841			119,353
Retained earnings		22,245			16,953
Accumulated other comprehensive income		9,759			6,341
Total shareholders' equity		172,536			162,216
Total capitalization	$	223,136		$	212,816

Total shareholders’ equity at March 31, 2004 was up $10.3 million from December 31, 2003, due primarily to the retention of earnings, an increase in accumulated other comprehensive income and the issuance of common stock pursuant to certain compensation plans, partially offset by cash dividends that we declared. Shareholders’ equity totaled $172.5 million, equal to 7.15% of total assets at March 31, 2004. At December 31, 2003, shareholders’ equity totaled $162.2 million, which was equal to 6.87% of assets.

Capital ratios

	March 31, 2004		December 31, 2003
Equity capital		7.15%		6.87%
Tier 1 leverage (tangible equity capital)		8.11		7.91
Tier 1 risk-based capital		10.78		10.55
Total risk-based capital		11.79		11.57

Asset/liability management Interest-rate risk is created by differences in the cash flow characteristics of our assets and liabilities. Options embedded in certain financial instruments, including caps on adjustable-rate loans as well as borrowers’ rights to prepay fixed-rate loans also create interest-rate risk.

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Our asset/liability management efforts identify and evaluate opportunities to structure the balance sheet in a manner that is consistent with our mission to maintain profitable financial leverage within established risk parameters. We evaluate various opportunities and alternate balance-sheet strategies carefully and consider the likely impact on our risk profile as well as the anticipated contribution to earnings. The marginal cost of funds is a principal consideration in the implementation of our balance-sheet management strategies, but such evaluations further consider interest-rate and liquidity risk as well as other pertinent factors. We have established parameters for interest-rate risk. We regularly monitor our interest-rate risk and report quarterly to our respective banks’ boards of directors.

We employ simulation analyses to monitor each bank’s interest-rate risk profiles and evaluate potential changes in each banks’ net interest income and market value of portfolio equity that result from changes in interest rates. The purpose of these simulations is to identify sources of interest-rate risk inherent in our balance sheets. The simulations do not anticipate any actions that we might initiate in response to changes in interest rates and, accordingly, the simulations do not provide a reliable forecast of anticipated results. The simulations are predicated on immediate, permanent and parallel shifts in interest rates and generally assume that current loan and deposit pricing relationships remain constant. The simulations further incorporate assumptions relating to changes in customer behavior, including changes in prepayment rates on certain assets and liabilities.

RESULTS OF OPERATIONS

Summary Net income totaled $8.4 million during the three months ended March 31, 2004, compared to $8.8 million during the comparable period in 2003. The decline in net income is primarily a result of lower net gains on real estate mortgage loan sales, title insurance fees and real estate mortgage loan servicing fees (due to an increase in the impairment reserve on capitalized mortgage loan servicing rights) as well as an increase in non-interest expenses. Partially offsetting these items were increases in net interest income and service charges on deposit accounts and declines in the provision for loan losses and income tax expense.

Key performance ratios

		Three months ended March 31,
		2004			2003
Net income (annualized) to
Average assets		1.44	%		1.78	%
Average equity		20.34			25.19
Earnings per common share
Basic	$	0.43		$	0.45
Diluted		0.42			0.44

Net interest income Tax equivalent net interest income totaled $26.7 million during the first quarter of 2004, which represents a $4.7 million or 21.4% increase from the comparable quarter one year earlier. We review yields on certain asset categories and our net interest margin on a fully taxable equivalent basis. This presentation is not in accordance with generally accepted accounting principles (“GAAP”) but is customary in the banking industry. In this non-GAAP presentation, net interest income is adjusted to reflect tax-exempt interest income on an

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equivalent before-tax basis. This measure ensures comparability of net interest income arising from both taxable and tax-exempt sources. The adjustments to determine tax equivalent net interest income were $1.3 million and $1.2 million for the first quarters of 2004 and 2003, respectively, and were computed using a 35% tax rate.

The increase in tax equivalent net interest income primarily reflects a $326.3 million increase in average interest-earning assets as well as a 14 basis point increase in the Company’s tax equivalent net interest income as a percent of average interest-earning assets (the “net interest margin”). The increase in average interest-earning assets is due to the Mepco acquisition, which added $165.3 million in the Company’s average loan balances in the first quarter of 2004, as well as growth in commercial loans, real estate mortgage loans and investment securities. The net interest margin was 4.89% for the first three months of 2004 compared to 4.75% for the same period in 2003. Declining interest rates (through the first half of 2003) and increased levels of lower cost core deposits resulted in a 47 basis point decline in the Company’s interest expense as a percentage of average interest-earning assets during the first quarter of 2004 compared to the first quarter of 2003. This decline was partially offset by a 33 basis point decline in the tax equivalent yield on average interest-earning assets to 6.77% in the first quarter of 2004 from 7.10% in the first quarter of 2003. The decline in tax equivalent yield is primarily due to both the amortization and prepayment of higher yielding loans and investment securities and the addition of new loans and new investment securities at lower interest rates. Without the Mepco acquisition, the decline in the tax equivalent yield on average interest-earning assets would have been greater (63 basis points instead of 33 basis points), as Mepco added $165.3 million in average loans at a weighted average yield of 10.46% during the first quarter of 2004.

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Average Balances and Tax Equivalent Rates

	Three Months Ended March 31,
	2004							2003
	Average Balance		Interest		Rate			Average Balance		Interest		Rate
	(dollars in thousands)
Taxable loans (1)	$	1,718,396	$	30,043		7.02	%	$	1,467,558	$	26,504		7.28	%
Tax-exempt loans (1,2)		6,867		128		7.50			11,988		242		8.19
Taxable securities		253,165		3,094		4.92			210,108		2,899		5.60
Tax-exempt securities (2)		198,908		3,527		7.13			165,236		3,037		7.45
Other investments		13,940		166		4.79			10,111		142		5.70
Interest Earning Assets		2,191,276		36,958		6.77			1,865,001		32,824		7.10
Cash and due from banks		45,700							41,139
Other assets, net		127,016							104,742
Total Assets	$	2,363,992						$	2,010,882
Liabilities
Savings and NOW	$	720,065		972		0.54		$	679,372		1,420		0.85
Time deposits		792,186		5,230		2.66			662,630		5,751		3.52
Other borrowings		438,137		4,038		3.71			336,681		3,642		4.39
Interest Bearing Liabilities		1,950,388		10,240		2.11			1,678,683		10,813		2.61
Demand deposits		183,908							160,241
Other liabilities		62,736							29,994
Shareholders' equity		166,960							141,964
Total liabilities and shareholders' equity	$	2,363,992						$	2,010,882
Tax Equivalent Net Interest Income			$	26,718						$	22,011
Tax Equivalent Net Interest Income
as a Percent of Earning Assets						4.89	%						4.75	%

(1) All domestic

(2) Interest on tax-exempt loans and securities is presented on a fully tax equivalent basis assuming a marginal tax rate of 35%

Provision for loan losses The provision for loan losses was $0.8 million during the three months ended March 31, 2004, compared to $1.0 million during the three-month period in 2003. The slight decrease in the provision reflects our assessment of the allowance for loan losses taking into consideration factors such as loan mix, levels of non-performing and classified loans and net charge-offs. (See “Portfolio loans and asset quality.”)

Non-interest income Non-interest income, including net gains on the sale of real estate mortgage loans, fell to $7.4 million during the three months ended March 31, 2004. The $3.0 million decrease from $10.4 million during the comparable period of 2003 principally reflects a decline in net gains on the sale of real estate mortgage loans.

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      Non-Interest Income

	Three months ended March 31,
	2004			2003
Service charges on deposit
accounts	$	3,641		$	3,271
Net gains on assets sales
Real estate mortgage loans		1,059			4,032
Securities		493			512
Title insurance fees		544			743
Bank owned life insurance		345			378
Manufactured home loan origination fees
and commissions		289			358
Mutual fund and annuity commissions		347			256
Real estate mortgage loan servicing		(684	)		(350	)
Other		1,403			1,215
Total non-interest income	$	7,437		$	10,415

Service charges on deposits totaled $3.6 million in the first quarter of 2004, a $0.4 million or 11.3% increase from the comparable period in 2003. The increase in such service charges principally relates to growth in checking accounts as a result of deposit account promotions, including direct mail solicitations. Partially as a result of a leveling off in our growth rate of new checking accounts, we would expect the growth rate of service charges on deposits to moderate in future periods.

Gains on the sale of real estate mortgage loans were $1.1 million and $4.0 million in the first quarters of 2004 and 2003, respectively. Real estate mortgage loan sales totaled $68.7 million in the first quarter of 2004 compared to $229.7 million in the first quarter of 2003. These declines primarily are a result of a significant drop in mortgage loan refinance activity. During the first quarter of 2004, gains on the sale of real estate mortgage loans were increased by approximately $0.1 million, net, as a result of recording changes in the fair value of certain derivative instruments pursuant to Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activity” (“SFAS #133”), compared to a $0.5 million increase in the first quarter of 2003. The SFAS #133 related increases in gains on the sale of real estate mortgage loans primarily represent a timing difference that reversed from the applicable year end when the commitments to sell real estate mortgage loans in the secondary market were fulfilled in the ensuing quarter. Real estate mortgage loans originated totaled $159.4 million in the first quarter of 2004 compared to $262.1 million in the comparable quarter of 2003 and loans held for sale were $53.8 million at March 31, 2004 compared to $32.6 million at December 31, 2003. Based on current interest rates, we would expect the level of mortgage loan refinance activity in 2004 to continue to be significantly below the record levels of 2003 and would therefore also anticipate comparatively lower levels of gains on loan sales during 2004 compared to the same period in 2003.

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	Three months ended March 31,
	2004			2003
	(in thousands)
Real estate mortgage loans originated	$	159,419		$	262,128
Real estate mortgage loans sold		68,734			229,744
Real estate mortgage loans sold with servicing rights released		7,681			16,757
Net gains on the sale of real estate mortgage loans		1,059			4,032
Net gains as a percent of real estate mortgage loans sold
("Loan Sale Margin")		1.54	%		1.75	%
SFAS #133 adjustments included in the Loan Sale Margin		0.06			0.22

The volume of loans sold is dependent upon our ability to originate real estate mortgage loans as well as the demand for fixed-rate obligations and other loans that we cannot profitably fund within established interest-rate risk parameters. (See “Portfolio loans and asset quality.”) Net gains on real estate mortgage loans are also dependent upon economic and competitive factors as well as our ability to effectively manage exposure to changes in interest rates. As a result, this category of revenue can be quite cyclical and volatile.

We generated $0.5 million in gains on securities in both the first quarters of 2004 and 2003. The 2004 gains are due primarily to the sale of certain corporate securities. The 2003 gains were due primarily to the call (at par) of a preferred stock that we purchased at a discount.

Title insurance fees decreased during the first quarter of 2004 compared to the first quarter of 2003 as a result of a decline in mortgage lending volume primarily associated with a significant reduction in refinancing activity.

Manufactured home loan origination fees and commissions declined during the first quarter of 2004 compared to the first quarter of 2003. This industry has faced a challenging environment as several buyers of this type of loan have exited the market or materially altered the guidelines under which they will purchase such loans. Further, recent regulatory changes have reduced the opportunity to generate revenues on the sale of insurance related to this type of lending. As a result, the lower level of revenue recorded in the first quarter of 2004 from this activity is likely to be fairly reflective of ensuing quarters, at least in the short-term.

Mutual fund and annuity commissions rose during the first quarter of 2004 due principally to increased sales of these products generally reflecting a stronger market for equity based products.

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Real estate mortgage loan servicing fees declined to an expense of $0.7 million in the first quarter of 2004 compared to an expense of $0.4 million in the first quarter of 2003. This decline is primarily due to changes in the impairment reserve on and the amortization of capitalized mortgage loan servicing rights. Activity related to capitalized mortgage loan servicing rights is as follows:

Capitalized Real Estate Mortgage Loan Servicing Rights

	Three months ended March 31,
	2004			2003
	(in thousands)
Balance at beginning of period	$	8,873		$	4,455
Originated servicing rights capitalized		690			1,927
Amortization		(436	)		(876	)
Increase in impairment reserve		(1,045	)		(165	)
Balance at end of period	$	8,082		$	5,341
Impairment reserve at end of period	$	1,767		$	1,260

The decline in servicing rights capitalized is due to the lower level of real estate mortgage loan sales in the first quarter of 2004 compared to 2003. The amortization of capitalized mortgage loan servicing rights declined in 2004 due to a lower level of mortgage loan prepayment activity. The impairment reserve on capitalized mortgage loan servicing rights totaled $1.8 million at March 31, 2004 compared to $0.7 million at December 31, 2003. The increase in the impairment reserve reflects the decline in the valuation of capitalized mortgage loan servicing rights at March 31, 2004 compared to December 31, 2003 as expected future prepayment rates used in the valuation of this asset accelerated at the end of the first quarter of 2004. Subsequent to March 31, 2004 long-term mortgage loan interest rates have increased. If these higher interest rates were to prevail as of the end of the second quarter of 2004 some or all of the additional impairment reserve recorded in the first quarter of 2004 would be expected to reverse in the second quarter. At March 31, 2004 we were servicing approximately $1.2 billion in real estate mortgage loans for others on which servicing rights have been capitalized. This servicing portfolio had a weighted average coupon rate of approximately 5.93% and a weighted average service fee of 26.1 basis points.

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Non-interest expense Non-interest expense totaled $20.7 million during the three months ended March 31, 2004, an increase of $2.6 million or 14.4% from the corresponding period in 2003.

Non-Interest Expense

	Three months ended March 31,
	2004		2003
	(in thousands)
Salaries	$	7,595	$	6,291
Performance-based compensation and benefits		1,316		1,304
Other benefits		2,188		2,046
Compensation and employee benefits		11,099		9,641
Occupancy, net		1,823		1,598
Furniture and fixtures		1,390		1,320
Data processing		1,053		923
Communications		806		684
Loan and collection		747		942
Advertising		670		769
Supplies		444		464
Amortization of intangible assets		452		276
Legal and professional		289		92
Other		1,885		1,346
Total non-interest expense	$	20,658	$	18,055

The April 15, 2003 acquisition of Mepco accounted for $2.0 million of the increase in non-interest expenses. The remainder of the increase in non-interest expense is primarily due to an increase in compensation and employee benefits. The increase in compensation and employee benefits expense is primarily attributable to merit pay increases that were effective January 1, 2004, staffing level increases associated with the expansion and growth of the organization and an increase in health care insurance costs.

Income tax expense Our effective income tax rate declined to 25.6% for the first quarter of 2004 from 27.5% for the first quarter of 2003. This decline primarily reflects an increase in tax-exempt income as a percentage of income before income tax as well as an amendment to our Employee Savings and Stock Ownership Plan which now permits us to deduct as an expense for federal income tax purposes the cash dividends that we pay on Independent Bank Corporation common stock included in the Plan.

ACQUISITIONS

On April 15, 2003, we completed the acquisition of Mepco Insurance Premium Financing, Inc. Mepco is a 40-year old Chicago-based company that specializes in financing insurance premiums for businesses and extended automobile warranties for consumers. (See note #10 to interim consolidated financial statements.)

On February 4, 2004 we executed a definitive agreement to acquire Midwest Guaranty Bancorp, Inc. and its wholly-owned subsidiaries (“Midwest”), including Midwest Guaranty Bank. Midwest is a $235 million bank holding company that operates six full-service branches in

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southeastern Michigan. It is anticipated that the transaction will be closed on May 31, 2004, pending regulatory approvals, the approval of the shareholders of Midwest and completion of other customary closing conditions. A meeting of the Midwest shareholders has been scheduled for May 18, 2004.

Under the terms of the agreement, shareholders of Midwest will receive $43.456 per share; 60% of the consideration will be paid in our common stock and 40% of the consideration will be paid in cash. Based on the number of shares of Midwest common stock outstanding (947,754) and stock options outstanding (74,500 with an average exercise price of $19.10 per share) and subject to certain contingent share price adjustments, the aggregate transaction value is approximately $43 million. The contingency that could impact the aggregate transaction value is limited to circumstances under which the average market value of Independent Bank Corporation common stock, at the time of consummation of the transaction, drops below a predetermined level and that drop exceeds the general decline in the market value of NASDAQ bank stocks. Under those circumstances, the Board of Directors of Midwest could elect to terminate the transaction.

The agreement provides for the merger of Midwest into Independent Bank Corporation, and the subsequent merger of Midwest Guaranty Bank into Independent Bank East Michigan, a wholly-owned subsidiary of ours. The combined bank will operate under the name Independent Bank East Michigan.

On March 5, 2004 we executed a definitive agreement to acquire North Bancorp, Inc. and its wholly-owned subsidiaries (“North Bancorp”), including First National Bank of Gaylord. North Bancorp is a $173 million bank holding company that operates three branches in the northern Lower Peninsula of Michigan. It is anticipated that the transaction will be closed during July 2004, pending regulatory approvals, the approval of the shareholders of North Bancorp and completion of other customary closing conditions.

Under the terms of the agreement, shareholders of North Bancorp will receive $16.00 per share (subject to certain adjustments), with all of the consideration being paid in Independent Bank Corporation common stock. Based on the number of shares of North Bancorp common stock outstanding (532,896) and subject to certain contingent price adjustments, the aggregate transaction value is approximately $8.5 million. The primary contingency that could impact the aggregate transaction value is the level of North Bancorp’s total shareholders’ equity at the end of the month prior to the closing of the transaction. If North Bancorp’s total shareholders’ equity falls below $3.8 million the aggregate transaction value is reduced dollar for dollar by the shortfall and the per share consideration would also be appropriately adjusted. At March 31, 2004 and December 31, 2003 North Bancorp’s total shareholders’ equity was $3.82 million and $3.99 million, respectively.

The agreement provides for the merger of North Bancorp into Independent Bank Corporation, and the subsequent merger of First National Bank of Gaylord into Independent Bank, a wholly-owned subsidiary of ours. The combined bank will operate under the name Independent Bank.

CRITICAL ACCOUNTING POLICIES

Our accounting and reporting policies are in accordance with accounting principles generally accepted within the United States of America and conform to general practices within the

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banking industry. Accounting and reporting policies for the allowance for loan losses, real estate mortgage servicing rights, derivative financial instruments, income taxes and goodwill are deemed critical since they involve the use of estimates and require significant management judgments. Application of assumptions different than those that we have used could result in material changes in our financial position or results of operations.

Our methodology for determining the allowance and related provision for loan losses is described above in “Financial Condition – Portfolio Loans and asset quality.” In particular, this area of accounting requires a significant amount of judgment because a multitude of factors can influence the ultimate collection of a loan or other type of credit. It is extremely difficult to precisely measure the amount of losses that are probable in our loan portfolio. We use a rigorous process to attempt to accurately quantify the necessary allowance and related provision for loan losses, but there can be no assurance that our modeling process will successfully identify all of the losses that are probable in our loan portfolio. As a result, we could record future provisions for loan losses that may be significantly different than the levels that we have recorded in the most recent quarter.

At March 31, 2004 we had approximately $8.1 million of real estate mortgage loan servicing rights capitalized on our balance sheet. There are several critical assumptions involved in establishing the value of this asset including estimated future prepayment speeds on the underlying real estate mortgage loans, the interest rate used to discount the net cash flows from the real estate mortgage loan servicing, the estimated amount of ancillary income that will be received in the future (such as late fees) and the estimated cost to service the real estate mortgage loans. We utilize an outside third party (with expertise in the valuation of real estate mortgage loan servicing rights) to assist us in our valuation process. We believe the assumptions that we utilize in our valuation are reasonable based upon accepted industry practices for valuing mortgage servicing rights and represent neither the most conservative or aggressive assumptions.

We use a variety of derivative instruments to manage our interest rate risk. These derivative instruments include interest rate swaps, collars, floors and caps and mandatory forward commitments to sell real estate mortgage loans. Under SFAS #133 the accounting for increases or decreases in the value of derivatives depends upon the use of the derivatives and whether the derivatives qualify for hedge accounting. In particular, we use pay fixed interest-rate swaps to convert the variable rate cash flows on short-term or variable rate debt obligations to fixed rates. At March 31, 2004 we had approximately $349.0 million in fixed pay interest rate swaps being accounted for as cash flow hedges, thus permitting us to report the related unrealized gains or losses in the fair market value of these derivatives in other comprehensive income and subsequently reclassify such gains or losses into earnings as yield adjustments in the same period in which the related interest on the hedged item (primarily short-term or variable rate debt obligations) affect earnings. Because of the general decline in interest rates over the past few years, the fair market value of our fixed pay interest-rate swaps being accounted for as cash flow hedges is approximately negative $5.0 million at March 31, 2004. If we could not continue to account for these fixed pay interest-rate swaps as cash flow hedges, because for example, we were unable to continue to renew some or all of the related short-term or variable rate debt obligations that are being hedged, we could have to recognize some or all of the $5.0 million negative fair market value as an immediate charge against earnings. We expect to continue to be able to qualify for and account for these fixed pay interest-rate swaps as cash flow hedges.

Our accounting for income taxes involves the valuation of deferred tax assets and liabilities primarily associated with differences in the timing of the recognition of revenues and expenses

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for financial reporting and tax purposes. At December 31, 2003 we had recorded a net deferred tax asset of $9.0 million, which included a net operating loss carryforward of $7.2 million. We have recorded no valuation allowance on our net deferred tax asset because we believe that the tax benefits associated with this asset will more likely than not, be realized. However, changes in tax laws, changes in tax rates and our future level of earnings can adversely impact the ultimate realization of our net deferred tax asset.

At March 31, 2004 we had recorded $16.7 million of goodwill. Under SFAS #142, amortization of goodwill ceased, and instead this asset must be periodically tested for impairment. Our goodwill primarily arose from our 2003 acquisition of Mepco and the past acquisitions of other banks and a mobile home loan origination company. We test our goodwill for impairment utilizing the methodology and guidelines established in SFAS #142. This methodology involves assumptions regarding the valuation of the business segments that contain the acquired entities. We believe that the assumptions we utilize are reasonable and generally even utilizing more conservative assumptions on valuation would not presently result in any impairment in the amount of goodwill that we have recorded. However, we may incur impairment charges related to our goodwill in the future due to changes in business prospects or other matters that could affect our valuation assumptions.

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Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

No material changes in the market risk faced by the Registrant have occurred since December 31, 2003.

Item 4.

CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures With the participation of management, our chief executive officer and chief financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a – 15(e) and 15d – 15(e)) as of the period ended March 31, 2004, have concluded that, based upon that evaluation, our disclosure controls and procedures were adequate and effective to ensure that material information relating to us and our consolidated subsidiaries would be made known to them by others within those entities in connection with the filing of our quarterly report on Form 10-Q for the quarterly period ended March 31, 2004.

Changes in internal controls During the fiscal period covered by this report, there were no changes in our internal controls over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

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Part II

Item 2. Changes in securities, use of proceeds and issuer purchases of equity securities
None.

Item 6. Exhibits & Reports on Form 8-K

(a)     The following exhibits (listed by number corresponding to the Exhibit Table as Item 601 in Regulation S-K) are filed with this report:

11. Computation of Earnings Per Share.

31.1 Certificate of the Chief Executive Officer of Independent Bank Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

31.2 Certificate of the Chief Financial Officer of Independent Bank Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

32.1 Certificate of the Chief Executive Officer of Independent Bank Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

32.2 Certificate of the Chief Financial Officer of Independent Bank Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

(b)     Reports on Form 8-K

A report on Form 8-K was filed on January 22, 2004, under item 9. The report included our press release dated January 22, 2004, regarding our earnings during the quarter ended December 31, 2004.
An additional report on Form 8-K was filed on January 22, 2004, under item 9. The report included supplemental data to the Registrant's press release dated January 22, 2004, regarding its earnings during the quarter ended December 31, 2004.
A report on Form 8-K was filed on February 5, 2004, under item 9 which included a press release announcing the execution of a definitive agreement to acquire Midwest Guaranty Bancorp, Inc.
A report on Form 8-K was filed on March 5, 2004, under item 9 which included a press release announcing the execution of a definitive agreement to acquire North Bancorp, Inc.

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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 thereunto duly authorized.

Date May 5, 2004 By /s/ Robert N. Shuster                     
     Robert N. Shuster, Principal Financial Officer

Date May 5, 2004 By /s/ James J. Twarozynski              
     James J. Twarozynski, Principal Accounting Officer

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Exhibit 11

Computation of Earnings Per Share

           See Note 6. of Notes to Interim Consolidated Financial Statements for a reconciliation of basic and diluted earnings per share for the three-month period ending March 31, 2004.

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EXHIBIT 31.1

CERTIFICATION

I, Charles C. Van Loan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Independent Bank Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: May 5, 2004 INDEPENDENT BANK CORPORATION


By: /s/ Charles C. Van Loan                     
      Charles C. Van Loan
Its: Chief Executive Officer 

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EXHIBIT 31.2

CERTIFICATION

I, Robert N. Shuster, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Independent Bank Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: May 5, 2004 INDEPENDENT BANK CORPORATION


By: /s/ Robert N. Shuster                     
      Robert N. Shuster
Its: Chief Financial Officer 

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EXHIBIT 32.1

CERTIFICATE OF THE

CHIEF EXECUTIVE OFFICER OF

INDEPENDENT BANK CORPORATION

        Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350):

        I, Charles C. Van Loan, Chief Executive Officer of Independent Bank Corporation, certify, to the best of my knowledge and belief, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) that:

    (1)        The quarterly report on Form 10-Q for the quarterly period ended March 31, 2004, which this statement accompanies, fully complies with requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and;

    (2)        The information contained in this quarterly report on Form 10-Q for the quarterly period ended March 31, 2004, fairly presents, in all material respects, the financial condition and results of operations of Independent Bank Corporation.

Date: May 5, 2004 INDEPENDENT BANK CORPORATION


By: /s/ Charles C. Van Loan                     
      Charles C. Van Loan
Its: Chief Executive Officer 

The signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Independent Bank Corporation and will be retained by Independent Bank Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

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EXHIBIT 32.2

CERTIFICATE OF THE

CHIEF FINANCIAL OFFICER OF

INDEPENDENT BANK CORPORATION

        Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350):

        I, Robert N. Shuster, Chief Financial Officer of Independent Bank Corporation, certify, to the best of my knowledge and belief, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) that:

    (1)        The quarterly report on Form 10-Q for the quarterly period ended March 31, 2004, which this statement accompanies, fully complies with requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and;

    (2)        The information contained in this quarterly report on Form 10-Q for the quarterly period ended March 31, 2004, fairly presents, in all material respects, the financial condition and results of operations of Independent Bank Corporation.

Date: May 5, 2004 INDEPENDENT BANK CORPORATION


By: /s/ Robert N. Shuster                     
      Robert N. Shuster
Its: Chief Financial Officer 

The signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Independent Bank Corporation and will be retained by Independent Bank Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

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