Chemical Financial Corporation
235 East Main Street
Midland, Michigan 48640
(989) 839-5350
June 9, 2016
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-4561
Attn: Era Anagnosti, Legal Branch Chief
| Re: | Chemical Financial Corporation (the "Registrant") Registration Statement on Form S-4 (File No. 333-210520) |
Dear Ms. Anagnosti:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the "Securities Act"), the Registrant hereby requests that the effective date for the above-referenced Registration Statement be accelerated so that it will be declared effective under the Securities Act at 4:00 p.m., Washington, D.C. time, on June 9, 2016, or as soon thereafter as reasonably practicable.
Chemical acknowledges that:
| 1. | Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; | |
| 2. | The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve Chemical from its full responsibility for adequacy and accuracy of the disclosure in the filing; and | |
| 3. | Chemical may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
[Remainder of the Page Intentionally Left Blank]
| Very truly yours, | ||
| CHEMICAL FINANCIAL CORPORATION | ||
| By | /s/ Lori A. Gwizdala | |
Lori A. Gwizdala Executive Vice President, Chief Financial Officer and Treasurer | ||
