================================================================================

       As filed with the Securities and Exchange Commission on January 7, 2000 -
                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


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

             Michigan                                    38-3391345
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)

                   51 E. Main Street, Zeeland, Michigan 49464
               (Address of Principal Executive Offices) (Zip Code)

             Macatawa Bank Corporation Employee Stock Purchase Plan
                            (Full Title of the Plan)

 Benj. A. Smith, III, 51 E. Main Street, Zeeland, Michigan 49464, (616) 748-9491
 (Name, address and telephone number, including area code of agent for service)



                          Copies of Communications to:
                                Donald L. Johnson
                    Varnum, Riddering, Schmidt & Howlett LLP
                      333 Bridge Street, N.W., P.O. Box 352
                        Grand Rapids, Michigan 49501-0352
                                 (616) 336-6000
<TABLE>
                                                CALCULATION OF REGISTRATION FEE
========================================================================================================================
                                                              Proposed              Proposed
           Title of                                            Maximum               Maximum
       Securities to be              Amount to be          Offering Price           Aggregate             Amount of
          Registered                  Registered            Per Share(2)         Offering Price       Registration Fee
------------------------------------------------------------------------------------------------------------------------
       <S>                         <C>                         <C>                 <C>                     <C>
         Common Stock              25,000 Shares(1)            $14.79              $369,750.00             $97.62
========================================================================================================================
</TABLE>
(1)      Represents the number of shares of Common Stock authorized for issuance
         under the Macatawa Bank  Corporation  Employee Stock Purchase Plan (the
         "Plan").  This Registration  Statement also covers such  indeterminable
         additional number of shares as may be issuable under the Plan by reason
         of adjustments in the number of shares covered  thereby as described in
         the Prospectus.
(2)      For the purpose of computing the registration fee only, the price shown
         is based upon the price of $14.79 per  share,  the  average of the high
         and low sales prices for the Common Stock of Macatawa Bank  Corporation
         as  reported  in the NASDAQ  Small Cap  Market on  January 3, 2000,  in
         accordance with Rule 457(h).

                         ------------------------------

Pursuant  to  Rule  416(a)  of the  General  Rules  and  Regulations  under  the
Securities Act of 1933, this Registration  Statement shall cover such additional
securities as may be offered or issued to prevent dilution  resulting from stock
splits, stock dividends or similar transactions.
================================================================================
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information  required  by  Part  I to be  contained  in the  Section  10(a)
Prospectus is omitted from this  Registration  Statement in accordance with Rule
428 of the Securities Act of 1933 and the Note to Part I of Form S-8.


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     Macatawa Bank Corporation (the "Company") hereby  incorporates by reference
in this Registration Statement the following documents:

          (a) The  Company's  annual  report on Form  10-KSB  for the year ended
     December  31,  1998  filed  pursuant  to  Section  13(a)  or  15(d)  of the
     Securities Exchange Act of 1934, as amended.

          (b) All other reports filed  pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934, as amended ("Exchange Act"), since the end
     of the fiscal  year  ended  December  31,  1998,  covered  by the  document
     referred to in (a) above,  including,  without  limitation,  the  Company's
     quarterly  reports on Form 10-QSB for the  quarters  ended March 31,  1999;
     June 30, 1999; and September 30, 1999.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered  hereby have been sold or which  deregisters  all  securities  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  Registration
Statement and to be a part hereof from the date of filing of such documents.

     A  description  of the  Company's  common  stock,  the class of  securities
offered pursuant to this Registration  Statement,  is contained in the Company's
Registration  Statement on Form 8-A filed pursuant to Section 12 of the Exchange
Act,  and  is  incorporated  herein  by  reference,   including  any  subsequent
amendments or reports filed for the purpose of updating that description.

Item 4.  Description of Securities

     The common  stock of the  Company  is  registered  under  Section 12 of the
Exchange Act.

Item 5.  Interests of Named Experts and Counsel

     Members of Varnum,  Riddering,  Schmidt & HowlettLLP own, in the aggregate,
approximately 25,000 shares of Common Stock.

Item 6.  Indemnification of Directors and Officers

     Sections 561-571 of the Michigan Business  Corporation Act, as amended (the
"MBCA"),  grant the Company  broad powers to indemnify  any person in connection
with legal  proceedings  brought  against  him by reason of his  present or past
status as an officer or director of the Company,  provided that the person acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the Company, and with respect to any criminal action

                                       S-1
<PAGE>
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
MBCA also gives the Company  broad powers to indemnify  any such person  against
expenses and reasonable  settlement payments in connection with any action by or
in the right of the  Company,  provided  the person acted in good faith and in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the  Company,  except  that no  indemnification  may be made if such  person  is
adjudged to be liable to the Company  unless and only to the extent the court in
which such action was brought  determines upon  application  that,  despite such
adjudication,  but in view of all the  circumstances  of the case, the person is
fairly and reasonably entitled to indemnity for reasonable expenses as the court
deems proper.  In addition,  to the extent that any such person is successful in
the defense of any such legal proceeding, the Company is required by the MBCA to
indemnify  him or her against  expenses,  including  attorneys'  fees,  that are
actually and reasonably incurred by him or her in connection therewith.

     The  Company's  Articles  of  Incorporation  contain  provisions  entitling
directors  and  executive  officers  of the Company to  indemnification  against
certain liabilities and expenses to the full extent permitted by Michigan law.

     Under an insurance  policy  maintained  by the Company,  the  directors and
officers  of the  Company  are  insured  within the  limits  and  subject to the
limitations  of the policy,  against  certain  expenses in  connection  with the
defense  of  certain  claims,   actions,  suits  or  proceedings,   and  certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, which may be brought against them by reason of being or having been
such directors and officers.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         Reference is made to the Exhibit Index which appears on page S-6.

Item 9.  Undertakings

         The undersigned registrant hereby undertakes:

          (a) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933.

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate,  represents a  fundamental  change in the  information  set
          forth in the registration statement.

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement;  provided, however, that paragraphs (a)(i) and
          (a) (ii) do not apply if the  registration  statement  is on Form S-3,
          Form S-8, or Form F-3, and the information  required to be included in
          a  post-effective  amendment  by  those  paragraphs  is  contained  in
          periodic  reports  filed by the  registrant  pursuant to Section 13 or
          Section  15  (d)  of   Securities   Exchange  Act  of  1934  that  are
          incorporated by reference in the registration statement.

          (b) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

                                       S-2
<PAGE>
          (c) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bonafide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted  to  directors,  officers  and  controlling
persons of the registrant pursuant to the foregoing  provisions  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is,  therefore,  unenforceable.  In the  event a claim  for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred  or  paid by a  director,  officer  or by the  registrant  of  expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                       S-3
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City  of  Zeeland,  State  of  Michigan,  on the 3rd day of
January, 2000.

                                          MACATAWA BANK CORPORATION


                                          By /s/ Benj. A. Smith III
                                                Benj. A. Smith III, Chairman and
                                                Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Benj. A. Smith III and Philip J. Koning, and each
of them, his or her true and lawful  attorney-in-fact and agent, with full power
of substitution  and  resubstitution,  for him and in his or her name, place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective  amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority,  granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing  required and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his or her  substitute,  may lawfully do or cause to be done by virtue
hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  below on  January  3,  2000,  by the
following persons in the capacities indicated.


       Signatures                            Title


 /s/ Benj. A. Smith III             Chief Executive Officer and a Director
      Benj. A. Smith III            (principal executive officer)


 /s/ Philip J. Koning               Treasurer, Secretary and a Director
        Philip J. Koning            (principal financial and accounting officer)


_______________________________     Director
        James L. Batts


 /s/ G. Thomas Boylan               Director
        G. Thomas Boylan


 /s/ Jessie F. Dalman               Director
        Jessie F. Dalman


 /s/ Robert E. DenHerder            Director
        Robert E. DenHerder

                                       S-4
<PAGE>
       Signatures                            Title

 /s/ Wayne J. Elhart                Director
        Wayne J. Elhart



 /s/ Brian J. Hansen                Director
        Brian J. Hansen



 /s/ James L. Jurries               Director
        James L. Jurries



_______________________________     Director
        John F. Koetje




                                       S-5
<PAGE>
                                  EXHIBIT INDEX

     The following exhibits are filed as a part of the Registration Statement:


Exhibit 4       Macatawa Bank Corporation Employee Stock Purchase Plan

Exhibit 5       Opinion of Varnum, Riddering, Schmidt & Howlett LLP

Exhibit 23(a)   Consent of Crowe, Chizek and Company LLP

Exhibit 23(b)   Consent of Varnum, Riddering, Schmidt & Howlett LLP -included in
                Exhibit 5

Exhibit 24      Power of Attorney - included on page S-4 hereof







                                       S-6
<PAGE>
                                                                       EXHIBIT 4

                            MACATAWA BANK CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN


The purpose of this  Employee  Stock  Purchase Plan (the "Plan") is to provide a
convenient and economical  method for employees of Macatawa Bank Corporation and
its subsidiaries to accumulate common stock of Macatawa Bank Corporation.

Administration

Macatawa  Bank's  Human  Resource  Department  will  administer  the  Plan.  All
questions  regarding  interpretation or exceptions will be reviewed and approved
by Human Resources.  The Human Resources Department will administer enrollments,
change of  contributions,  eligibility  issues,  terminations  and  distribution
requests.  At the  recommendation of Human Resources and with the concurrence of
the  Executive  Team,  the  Plan  may be  amended  at any  time.  The Plan has a
perpetual  duration but may be  terminated  at any time upon  recommendation  of
Human Resources and with the concurrence of the Executive Team. The total number
of shares of Macatawa Bank Corporation  common stock that may be purchased under
the Plan is 25,000  shares,  subject  to  appropriate  adjustment  for any stock
dividend, stock split or other transaction.

Participation

All  employees  of  Macatawa  Bank  Corporation  and its  subsidiaries,  full or
part-time,  are eligible to  participate  in the Plan.  This Plan is designed to
allow employees to elect to periodically  purchase shares of the common stock of
Macatawa Bank Corporation.

Enrollment

Employees  may enroll  following  their  orientation  period.  The initial  date
enrollment  date will be January  1, 2000.  Thereafter,  employees  may  enroll,
change  contribution  amounts, or withdraw from the plan on January 1 and July 1
of each year. A completed  enrollment/change  form or distribution  form must be
submitted to Human  Resources  prior to the effective  dates of any  enrollment,
change or withdrawal.  Human Resources will provide forms to facilitate  changes
prior to January 1 and July 1 of each year.

Termination of Participation

A participant may elect at any time to terminate his or her participation in the
Plan by giving written notice to the Human Resource Department.  The participant
may  request  to  receive  cash or  shares  at the time of  distribution.  Share
certificates will be issued for whole shares only, with fractional shares issued
in cash. All requests to distribute a  participant's  accounts must be processed
by the Human Resources Department.
<PAGE>
Termination  requests  will be processed on or near the last business day of the
calendar quarter.

Purchases

The Macatawa  Bank Trust  Department  will handle all purchases of common stock.
These  purchases  will be made on or about the last business day of the calendar
quarter  at the  market  price on the date of  purchase.  Purchases  may be made
directly  from  the  Company  or in the open  market  at the  discretion  of the
Macatawa Bank Trust  Department.  For shares  purchased on the open market,  the
purchase price will be the average of the actual  purchase  prices paid for such
shares,  including any brokerage  commissions  or  transaction  fees. For shares
purchased  directly  from the Company,  the  purchase  price will be the closing
market price on the date of purchase.

Macatawa  will  not pay or  accrue  interest  on cash or share  balances  in any
participant's account.

Stock  certificates  for any whole  shares in a  participant's  account  will be
issued to participants  only upon a written request from the participant.  Until
share  certificates are issued to a participant,  no person shall have the right
to sell, transfer or otherwise encumber shares held under the Plan.

Dividends and Other Distributions

All cash  dividends,  if any, will be  reinvested  in Macatawa Bank  Corporation
common  stock at the normal  purchase  time at the  market  price on the date of
purchase.  Any  share  distributions  or  share  splits  will  be  appropriately
allocated to each participant's account.

Reporting

All records of  purchases,  dates of  purchase,  prices,  number of shares held,
etc.,  will be maintained by the Macatawa  Bank Trust  Department.  Participants
will receive reports at least annually.  Any requests for additional information
should be directed to the Macatawa Bank Human Resources Department.

Voting Shares

The Macatawa Bank Trust  Department will vote all shares held under this Plan on
behalf of all participants in the Plan.


::ODMA\PCDOCS\GRR\383141\1
<PAGE>
                                 January 7, 2000



Macatawa Bank Corporation
51 E. Main Street
Zeeland, Michigan 49464

         Re:      Registration Statement on Form S-8 Relating to the
                  Macatawa Bank Corporation Employee Stock Purchase Plan

Ladies and Gentlemen:

     With respect to the Registration  Statement on Form S-8 (the  "Registration
Statement"),  filed by Macatawa Bank  Corporation,  a Michigan  corporation (the
"Company"),  with the  Securities  and  Exchange  Commission  for the purpose of
registering  under the Securities Act of 1933, as amended,  25,000 shares of the
Company's  common stock for issuance  pursuant to the Company's  Employee  Stock
Purchase Plan (the "Plan"), we have examined such documents and questions of law
we consider necessary or appropriate for the purpose of giving this opinion.  On
the basis of such  evaluation,  we advise  you that in our  opinion  the  25,000
shares  covered  by the  Registration  Statement,  upon  the  exercise  of stock
options,  at the  prices  described  in the  Registration  Statement,  and  upon
delivery of such shares and payment therefor in accordance with the terms stated
in the Plan and the Registration Statement, will be duly and legally authorized,
issued and outstanding and will be fully paid and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required  under Section 7 of
the  Securities Act of 1933, as amended,  or under the rules and  regulations of
the Securities and Exchange Commission relating thereto.

                                   Sincerely,

                    VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP


                  /s/ Varnum, Riddering, Schmidt & Howlett LLP






                                    EXHIBIT 5


                                       S-7
<PAGE>
                                  EXHIBIT 23(a)

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS




As  independent  public  accountants,  we hereby  consent  to  incorporation  by
reference in this  registration  statement of our report dated February 17, 1999
included in Macatawa  Bank  Corporation's  Annual  Report on Form 10-KSB for the
year ended December 31, 1998, and to all references to our firm included in this
registration statement.


                                          /s/ Crowe, Chizek and Company LLP

                                          Crowe, Chizek and Company LLP





Grand Rapids, Michigan
January 5, 2000




::ODMA\PCDOCS\GRR\360568\1


                                       S-8
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24295}]
{"company-data": {"conformed-name": "MACATAWA BANK CORP", "cik": "0001053584", "assigned-sic": "6022", "irs-number": "383391345", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-94207", "film-number": "503062"}, "business-address": {"street1": "51 E MAIN ST", "city": "ZEELAND", "state": "MI", "zip": "49464"}, "mail-address": {"street1": "51 E MAIN", "city": "ZEELAND", "state": "MI", "zip": "49464"}}
================================================================================

       As filed with the Securities and Exchange Commission on January 7, 2000 -
                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

             Michigan                                    38-3391345
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)

                   51 E. Main Street, Zeeland, Michigan 49464
               (Address of Principal Executive Offices) (Zip Code)

             Macatawa Bank Corporation Employee Stock Purchase Plan
                            (Full Title of the Plan)

 Benj. A. Smith, III, 51 E. Main Street, Zeeland, Michigan 49464, (616) 748-9491
 (Name, address and telephone number, including area code of agent for service)

                          Copies of Communications to:
                                Donald L. Johnson
                    Varnum, Riddering, Schmidt & Howlett LLP
                      333 Bridge Street, N.W., P.O. Box 352
                        Grand Rapids, Michigan 49501-0352
                                 (616) 336-6000

                                                CALCULATION OF REGISTRATION FEE
========================================================================================================================
                                                              Proposed              Proposed
           Title of                                            Maximum               Maximum
       Securities to be              Amount to be          Offering Price           Aggregate             Amount of
          Registered                  Registered            Per Share(2)         Offering Price       Registration Fee
------------------------------------------------------------------------------------------------------------------------
Common Stock              25,000 Shares(1)            $14.79              $369,750.00             $97.62
========================================================================================================================
(1)      Represents the number of shares of Common Stock authorized for issuance
         under the Macatawa Bank  Corporation  Employee Stock Purchase Plan (the
         "Plan").  This Registration  Statement also covers such  indeterminable
         additional number of shares as may be issuable under the Plan by reason
         of adjustments in the number of shares covered  thereby as described in
         the Prospectus.
(2)      For the purpose of computing the registration fee only, the price shown
         is based upon the price of $14.79 per  share,  the  average of the high
         and low sales prices for the Common Stock of Macatawa Bank  Corporation
         as  reported  in the NASDAQ  Small Cap  Market on  January 3, 2000,  in
         accordance with Rule 457(h).

                         ------------------------------

Pursuant  to  Rule  416(a)  of the  General  Rules  and  Regulations  under  the
Securities Act of 1933, this Registration  Statement shall cover such additional
securities as may be offered or issued to prevent dilution  resulting from stock
splits, stock dividends or similar transactions.
================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information  required  by  Part  I to be  contained  in the  Section  10(a)
Prospectus is omitted from this  Registration  Statement in accordance with Rule
428 of the Securities Act of 1933 and the Note to Part I of Form S-8.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     Macatawa Bank Corporation (the "Company") hereby  incorporates by reference
in this Registration Statement the following documents:

          (a) The  Company's  annual  report on Form  10-KSB  for the year ended
     December  31,  1998  filed  pursuant  to  Section  13(a)  or  15(d)  of the
     Securities Exchange Act of 1934, as amended.

          (b) All other reports filed  pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934, as amended ("Exchange Act"), since the end
     of the fiscal  year  ended  December  31,  1998,  covered  by the  document
     referred to in (a) above,  including,  without  limitation,  the  Company's
     quarterly  reports on Form 10-QSB for the  quarters  ended March 31,  1999;
     June 30, 1999; and September 30, 1999.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered  hereby have been sold or which  deregisters  all  securities  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  Registration
Statement and to be a part hereof from the date of filing of such documents.

     A  description  of the  Company's  common  stock,  the class of  securities
offered pursuant to this Registration  Statement,  is contained in the Company's
Registration  Statement on Form 8-A filed pursuant to Section 12 of the Exchange
Act,  and  is  incorporated  herein  by  reference,   including  any  subsequent
amendments or reports filed for the purpose of updating that description.

Item 4.  Description of Securities

     The common  stock of the  Company  is  registered  under  Section 12 of the
Exchange Act.

Item 5.  Interests of Named Experts and Counsel

     Members of Varnum,  Riddering,  Schmidt & HowlettLLP own, in the aggregate,
approximately 25,000 shares of Common Stock.

Item 6.  Indemnification of Directors and Officers

     Sections 561-571 of the Michigan Business  Corporation Act, as amended (the
"MBCA"),  grant the Company  broad powers to indemnify  any person in connection
with legal  proceedings  brought  against  him by reason of his  present or past
status as an officer or director of the Company,  provided that the person acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the Company, and with respect to any criminal action

                                       S-1
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
MBCA also gives the Company  broad powers to indemnify  any such person  against
expenses and reasonable  settlement payments in connection with any action by or
in the right of the  Company,  provided  the person acted in good faith and in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the  Company,  except  that no  indemnification  may be made if such  person  is
adjudged to be liable to the Company  unless and only to the extent the court in
which such action was brought  determines upon  application  that,  despite such
adjudication,  but in view of all the  circumstances  of the case, the person is
fairly and reasonably entitled to indemnity for reasonable expenses as the court
deems proper.  In addition,  to the extent that any such person is successful in
the defense of any such legal proceeding, the Company is required by the MBCA to
indemnify  him or her against  expenses,  including  attorneys'  fees,  that are
actually and reasonably incurred by him or her in connection therewith.

     The  Company's  Articles  of  Incorporation  contain  provisions  entitling
directors  and  executive  officers  of the Company to  indemnification  against
certain liabilities and expenses to the full extent permitted by Michigan law.

     Under an insurance  policy  maintained  by the Company,  the  directors and
officers  of the  Company  are  insured  within the  limits  and  subject to the
limitations  of the policy,  against  certain  expenses in  connection  with the
defense  of  certain  claims,   actions,  suits  or  proceedings,   and  certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, which may be brought against them by reason of being or having been
such directors and officers.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         Reference is made to the Exhibit Index which appears on page S-6.

Item 9.  Undertakings

         The undersigned registrant hereby undertakes:

          (a) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933.

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate,  represents a  fundamental  change in the  information  set
          forth in the registration statement.

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement;  provided, however, that paragraphs (a)(i) and
          (a) (ii) do not apply if the  registration  statement  is on Form S-3,
          Form S-8, or Form F-3, and the information  required to be included in
          a  post-effective  amendment  by  those  paragraphs  is  contained  in
          periodic  reports  filed by the  registrant  pursuant to Section 13 or
          Section  15  (d)  of   Securities   Exchange  Act  of  1934  that  are
          incorporated by reference in the registration statement.

          (b) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

                                       S-2
(c) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bonafide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted  to  directors,  officers  and  controlling
persons of the registrant pursuant to the foregoing  provisions  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is,  therefore,  unenforceable.  In the  event a claim  for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred  or  paid by a  director,  officer  or by the  registrant  of  expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       S-3
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City  of  Zeeland,  State  of  Michigan,  on the 3rd day of
January, 2000.

                                          MACATAWA BANK CORPORATION

                                          By /s/ Benj. A. Smith III
                                                Benj. A. Smith III, Chairman and
                                                Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Benj. A. Smith III and Philip J. Koning, and each
of them, his or her true and lawful  attorney-in-fact and agent, with full power
of substitution  and  resubstitution,  for him and in his or her name, place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective  amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority,  granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing  required and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his or her  substitute,  may lawfully do or cause to be done by virtue
hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  below on  January  3,  2000,  by the
following persons in the capacities indicated.

       Signatures                            Title

 /s/ Benj. A. Smith III             Chief Executive Officer and a Director
      Benj. A. Smith III            (principal executive officer)

 /s/ Philip J. Koning               Treasurer, Secretary and a Director
        Philip J. Koning            (principal financial and accounting officer)

_______________________________     Director
        James L. Batts

 /s/ G. Thomas Boylan               Director
        G. Thomas Boylan

 /s/ Jessie F. Dalman               Director
        Jessie F. Dalman

 /s/ Robert E. DenHerder            Director
        Robert E. DenHerder

                                       S-4
Signatures                            Title

 /s/ Wayne J. Elhart                Director
        Wayne J. Elhart

 /s/ Brian J. Hansen                Director
        Brian J. Hansen

 /s/ James L. Jurries               Director
        James L. Jurries

_______________________________     Director
        John F. Koetje

                                       S-5
EXHIBIT INDEX

     The following exhibits are filed as a part of the Registration Statement:

Exhibit 4       Macatawa Bank Corporation Employee Stock Purchase Plan

Exhibit 5       Opinion of Varnum, Riddering, Schmidt & Howlett LLP

Exhibit 23(a)   Consent of Crowe, Chizek and Company LLP

Exhibit 23(b)   Consent of Varnum, Riddering, Schmidt & Howlett LLP -included in
                Exhibit 5

Exhibit 24      Power of Attorney - included on page S-4 hereof

                                       S-6
EXHIBIT 4

                            MACATAWA BANK CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN

The purpose of this  Employee  Stock  Purchase Plan (the "Plan") is to provide a
convenient and economical  method for employees of Macatawa Bank Corporation and
its subsidiaries to accumulate common stock of Macatawa Bank Corporation.

Administration

Macatawa  Bank's  Human  Resource  Department  will  administer  the  Plan.  All
questions  regarding  interpretation or exceptions will be reviewed and approved
by Human Resources.  The Human Resources Department will administer enrollments,
change of  contributions,  eligibility  issues,  terminations  and  distribution
requests.  At the  recommendation of Human Resources and with the concurrence of
the  Executive  Team,  the  Plan  may be  amended  at any  time.  The Plan has a
perpetual  duration but may be  terminated  at any time upon  recommendation  of
Human Resources and with the concurrence of the Executive Team. The total number
of shares of Macatawa Bank Corporation  common stock that may be purchased under
the Plan is 25,000  shares,  subject  to  appropriate  adjustment  for any stock
dividend, stock split or other transaction.

Participation

All  employees  of  Macatawa  Bank  Corporation  and its  subsidiaries,  full or
part-time,  are eligible to  participate  in the Plan.  This Plan is designed to
allow employees to elect to periodically  purchase shares of the common stock of
Macatawa Bank Corporation.

Enrollment

Employees  may enroll  following  their  orientation  period.  The initial  date
enrollment  date will be January  1, 2000.  Thereafter,  employees  may  enroll,
change  contribution  amounts, or withdraw from the plan on January 1 and July 1
of each year. A completed  enrollment/change  form or distribution  form must be
submitted to Human  Resources  prior to the effective  dates of any  enrollment,
change or withdrawal.  Human Resources will provide forms to facilitate  changes
prior to January 1 and July 1 of each year.

Termination of Participation

A participant may elect at any time to terminate his or her participation in the
Plan by giving written notice to the Human Resource Department.  The participant
may  request  to  receive  cash or  shares  at the time of  distribution.  Share
certificates will be issued for whole shares only, with fractional shares issued
in cash. All requests to distribute a  participant's  accounts must be processed
by the Human Resources Department.
Termination  requests  will be processed on or near the last business day of the
calendar quarter.

Purchases

The Macatawa  Bank Trust  Department  will handle all purchases of common stock.
These  purchases  will be made on or about the last business day of the calendar
quarter  at the  market  price on the date of  purchase.  Purchases  may be made
directly  from  the  Company  or in the open  market  at the  discretion  of the
Macatawa Bank Trust  Department.  For shares  purchased on the open market,  the
purchase price will be the average of the actual  purchase  prices paid for such
shares,  including any brokerage  commissions  or  transaction  fees. For shares
purchased  directly  from the Company,  the  purchase  price will be the closing
market price on the date of purchase.

Macatawa  will  not pay or  accrue  interest  on cash or share  balances  in any
participant's account.

Stock  certificates  for any whole  shares in a  participant's  account  will be
issued to participants  only upon a written request from the participant.  Until
share  certificates are issued to a participant,  no person shall have the right
to sell, transfer or otherwise encumber shares held under the Plan.

Dividends and Other Distributions

All cash  dividends,  if any, will be  reinvested  in Macatawa Bank  Corporation
common  stock at the normal  purchase  time at the  market  price on the date of
purchase.  Any  share  distributions  or  share  splits  will  be  appropriately
allocated to each participant's account.

Reporting

All records of  purchases,  dates of  purchase,  prices,  number of shares held,
etc.,  will be maintained by the Macatawa  Bank Trust  Department.  Participants
will receive reports at least annually.  Any requests for additional information
should be directed to the Macatawa Bank Human Resources Department.

Voting Shares

The Macatawa Bank Trust  Department will vote all shares held under this Plan on
behalf of all participants in the Plan.

::ODMA\PCDOCS\GRR\383141\1
January 7, 2000

Macatawa Bank Corporation
51 E. Main Street
Zeeland, Michigan 49464

         Re:      Registration Statement on Form S-8 Relating to the
                  Macatawa Bank Corporation Employee Stock Purchase Plan

Ladies and Gentlemen:

     With respect to the Registration  Statement on Form S-8 (the  "Registration
Statement"),  filed by Macatawa Bank  Corporation,  a Michigan  corporation (the
"Company"),  with the  Securities  and  Exchange  Commission  for the purpose of
registering  under the Securities Act of 1933, as amended,  25,000 shares of the
Company's  common stock for issuance  pursuant to the Company's  Employee  Stock
Purchase Plan (the "Plan"), we have examined such documents and questions of law
we consider necessary or appropriate for the purpose of giving this opinion.  On
the basis of such  evaluation,  we advise  you that in our  opinion  the  25,000
shares  covered  by the  Registration  Statement,  upon  the  exercise  of stock
options,  at the  prices  described  in the  Registration  Statement,  and  upon
delivery of such shares and payment therefor in accordance with the terms stated
in the Plan and the Registration Statement, will be duly and legally authorized,
issued and outstanding and will be fully paid and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required  under Section 7 of
the  Securities Act of 1933, as amended,  or under the rules and  regulations of
the Securities and Exchange Commission relating thereto.

                                   Sincerely,

                    VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP

                  /s/ Varnum, Riddering, Schmidt & Howlett LLP

                                    EXHIBIT 5

                                       S-7
EXHIBIT 23(a)

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As  independent  public  accountants,  we hereby  consent  to  incorporation  by
reference in this  registration  statement of our report dated February 17, 1999
included in Macatawa  Bank  Corporation's  Annual  Report on Form 10-KSB for the
year ended December 31, 1998, and to all references to our firm included in this
registration statement.

                                          /s/ Crowe, Chizek and Company LLP

                                          Crowe, Chizek and Company LLP

Grand Rapids, Michigan
January 5, 2000

::ODMA\PCDOCS\GRR\360568\1

                                       S-8