Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
KOHN THOMAS W
  2. Issuer Name and Ticker or Trading Symbol
CHEMICAL FINANCIAL CORP [(CHFC)]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Officer of Princ. Bus. Unit
(Last)
(First)
(Middle)
2185 THREE MILE ROAD, N.W.
3. Date of Earliest Transaction (Month/Day/Year)
12/02/2004
(Street)

GRAND RAPIDS, MI 49544
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/02/2004   M   3,190 A $ 22.7222 24,824 D  
Common Stock 12/02/2004   F   2,237 D $ 42.9 22,587 D  
Common Stock               218,890 (2) I (1) By wife
Common Stock               7,650 I (1) By wife in trust
Common Stock               339.922 (3) I (1) By son
Common Stock               255.152 (4) I (1) By son
Common Stock               231.417 (5) I (1) By daughter

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (6) $ 22.7222 12/02/2004   M     3,190 11/18/1997 11/18/2006 Common Stock 3,190 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KOHN THOMAS W
2185 THREE MILE ROAD, N.W.
GRAND RAPIDS, MI 49544
      Officer of Princ. Bus. Unit

Signatures

 /s/ Lori A. Gwizdala, by Power of Attorney   12/02/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The reporting person disclaims any beneficial ownership of all shares owned by his wife and children. The filing of this statement shall not be construed as an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose, the beneficial owner of the securities owned by his wife and children.
(2) Includes 3.206 shares acquired from 4/1/2004 - 9/30/2004 through the Corporation's Chemical Invest Direct Program.
(3) Includes 4.978 shares acquired from 4/1/2004 - 9/30/2004 through the Corporation's Chemical Invest Direct Program.
(4) Includes 3.737 shares acquired from 4/1/2004 - 9/30/2004 through the Corporation's Chemical Invest Direct Program.
(5) Includes 3.388 shares acquired from 4/1/2004 - 9/30/2004 through the Corporation's Chemical Invest Direct Program.
(6) Employee stock option awarded under Chemical Financial Corporation 1987 Stock Option Plan.

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