REGISTRATION NO. ______________
___________________________________________________________________________
___________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     under
                           The Securities Act of 1933

                         OLD KENT FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

           Michigan                          38-1986608
State or other jurisdiction of             (IRS Employer
incorporation or organization)          Identification No.)

              One Vandenberg Center, Grand Rapids, Michigan 49503
               (Address of principal executive offices, zip code)

                    DIRECTORS' DEFERRED COMPENSATION PLAN
                            (Full title of the plan)

Richard W. Wroten                        Gordon R. Lewis
Executive Vice President        With     Warner, Norcross & Judd
and Chief Financial Officer     a copy   900 Old Kent Building
Old Kent Financial Corporation  To:      111 Lyon Street, N.W.
One Vandenberg Center                    Grand Rapids, Michigan 49503-2489
Grand Rapids, Michigan 49503-2489
                    (Name and address of agent for service)

                                 (616) 771-5808
         (Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE

                               Proposed       Proposed
Title of                       Maximum        Maximum         Amount
Securities       Amount        Offering       Aggregate       of
to be            to be         Price Per      Offering        Registration
Registered       Registered    Share          Price           Fee
<S>              <C>            <C>            <C>            <C>
 Common Stock,    100,000        31.875(1)      $3,187,500
   $1 par value
 Deferred Com-    $4,000,000        N.A         $4,000,000     $1,379.31
 pensation
 Obligations



<FN>
___________________________________________________________________________
___________________________________________________________________________

(1)Based on the average of the high and low prices quoted on the NASDAQ
national market system on November 14, 1994, pursuant to Rule 457(c).
</TABLE>















































                                  PART II.

                   INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3.   Incorporation of Documents by Reference.

          The following documents filed with the Securities and Exchange
Commission are incorporated in this registration statement by reference:

          (a)  The registrant's latest annual report filed pursuant to
     Section 13 or 15(d) of the Securities Exchange Act of 1934
     ("Exchange Act").

          (b)  All other reports filed pursuant to Section 13(a) or
     15(d) of the Exchange Act since the end of the fiscal year
     covered by the annual report referred to in (a) above.

          (c)  The description of the registrant's common stock, $1
     par value, which is contained in the registrant's Registration
     Statement filed under the Securities Exchange Act of 1934,
     including any amendment or report filed for the purpose of
     updating such description.

          All documents subsequently filed by the registrant pursuant to
Section 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act, prior
to the filing of a post-effective amendment 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 of this
registration statement from the date of filing of such documents.


Item 4.   Description of Securities.

          This registration statement registers the financial obligations
("Deferred Compensation Obligations") of Old Kent Financial Corporation
("Registrant" or "Old Kent") to Participants in the Old Kent Directors'
Deferred Compensation Plan (the "Plan").  The Plan is filed as Exhibit 4(a)
to this registration statement.  The description in this Item 4 is a
summary only and is qualified in its entirety by reference to the Plan. 
Capitalized terms used in this description are defined in the Plan and
shall have the same meaning in this description.

          The Plan is designed to provide supplemental retirement savings
opportunities for Directors and Community Bank Directors.  The Plan is not
subject to the provisions of ERISA, since it is not a Plan for employees of
the Employer.

          The Plan permits each Participant, before each year begins, to
elect irrevocably to defer all or any portion of Director's Fees.  Each


                                    -2-
Participant's benefit under the Plan, therefore, will be the sum of the
Participant's deferrals of Director's Fees and earnings credits.

          A Participant's benefit will be payable upon termination of his
or her status as a Participant for any reason.  At the time of initial
participation in the Plan, each Participant is required to elect
irrevocably either a lump sum payment or a payment in annual installments
of up to 10.  At the time of initial participation, a Participant may elect
a different form of payment to a designated beneficiary upon the death of
the Participant.  The payment will begin on March 1 following the end of
the calendar year in which the Participant ceases to be a Director or a
Community Bank Director.  Payments shall be paid to the Participant or
Beneficiary only in cash directly by the Employer or from a trust as
further described herein.  Payments for a Director of Old Kent may be paid
wholly in cash or Old Kent Common Stock, or any combination thereof, as
determined by Old Kent.

          The Plan operates through accounting entries on the Registrant's
books.  The Registrant establishes an account for each Participant.  Each
Participant's deferral is then credited to each Participant's account. 
Participants under the Plan are general, unsecured creditors of the
Registrant.  No Participant may sell, transfer, assign, or alienate the
obligations under the Plan.

          In addition to the Participant's deferral of Director's Fees,
each Participant's account is credited with earnings credits.  Each
Participant may elect to have earnings credited to his or her account under
the Plan as if the account balance had been invested, as directed by the
Participant, in any one or combination of certain funds as further
described herein.

          Pursuant to the terms of the Plan, the Registrant may, but is not
so required, establish a so-called "rabbi" trust.  The trust, if
established, will be a multiple grantor trust, of which Registrant and any
subsidiary of the Registrant that has adopted the Plan and joined in the
trust ("Participating Employers") are the grantors, within the meaning of
subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal
Revenue Code of 1986, as amended.  The trust will accumulate assets to
provide the Participating Employers with a source of funds to use in
fulfilling obligations under the Plan.  Participating Employers may, in
their sole discretion, from time to time, contribute to the trust such
amounts as shall be reasonably necessary to provide for benefits payable
under the Plan.

          A separate subtrust under the trust will be established for each
Participating Employer.  Assets of the trust shall be allocated among the
subtrusts in proportion to the account balances maintained for the
Participants of each Participating Employer or as contributed by or with
respect to each Participating Employer.  Each subtrust will reflect an
undivided interest in assets of the trust and shall not require any actual
segregation or separate investment of particular assets.


                                    -3-
          Old Kent Bank and Trust Company (the "Bank") will serve as
trustee of the trust.  Old Kent Bank and Trust Company is a direct wholly-
owned subsidiary of the Registrant.  As trustee, the Bank will invest and
reinvest the assets of the trust as the Bank, in its discretion, may deem
appropriate, subject to the terms of the trust agreement.  The Bank may,
but is not required to, invest the trust's assets in the same mutual funds
used by the Registrant to calculate earnings credits under the Plan.

          In the event of insolvency of a Participating Employer, the Bank
is required to hold the assets of the trust for the benefit of the general
creditors of the Participating Employer.  The chief executive officer and
board of directors of the Participating Employer are required to give
notice to the Bank upon the Participating Employer's insolvency.  If the
trustee receives such notice, or receives from any other person claiming to
be a creditor of the Participating Employer, a written allegation that the
Participating Employer is insolvent, the trustee is required to immediately
commence insolvency administration and to independently determine whether
such insolvency exists.

          The actual investment success with respect to the assets in the
trust will in no way affect the benefits payable to Participants that have
accrued under the Plan.  Earnings credited to Participants' accounts under
the Plan will be calculated on a hypothetical basis based on the rates of
return of any one or combination of certain funds.  These funds presently
include:

          (1)  The Savings Fund which consists of money market mutual
     funds and may consist of other investments such as short-term
     U.S. Government securities, prime grade commercial paper,
     passbook savings accounts, time certificates, savings receipts,
     certificates of deposit, and commingled funds invested in similar
     assets;

          (2)  The Diversified Equity Fund which consists of a pooled
     stock fund.  This fund is invested in a number of common stocks
     or securities convertible into common stocks;

          (3)  The Short Term Bond Fund which consists of high quality
     debt obligations, including money market instruments, and notes
     and bonds of domestic corporations, the U.S. Treasury and federal
     agencies; and

          (4)  The Balanced Fund which consists entirely of the Kent
     Funds, a group of mutual funds, and seeks to provide an
     investment program of long-term growth.

          In addition to the above funds, the Old Kent Common Stock Fund is
available to Directors of Old Kent only for the purpose of determining
earning credits under the Plan.  The Old Kent Common Stock Fund is invested
in shares of common stock of Old Kent Financial Corporation.



                                    -4-
          Any profits obtained through investments made by the trust, over
and above the obligations under the Plan, will be retained in the trust to
pay the claims of future Participants or a Participating Employer's general
creditors in the event of a Participating Employer's insolvency.  Each
Participating Employer, at all times, remains liable for the payment of
benefits to Participants and will be responsible for any difference between
its obligations under the Plan and funds available in the trust.  Upon
direction by the Registrant, the Bank will, from time to time, make payment
out of the funds of the trust to Participants to pay benefits under the
Plan.

          The trust agreement provides that Participants' interests in the
trust may not be assigned, seized by legal process, transferred, or subject
to the claims of the Participants' creditors in any way.  Any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber, charge, or
otherwise dispose of benefits payable, before actual receipt of the
benefits or a right to receive benefits, is void and will not be
recognized.  The trust agreement also provides that the Participants have
no interest in the assets or the funds of the trust beyond the right to
receive payment of Plan benefits during periods of Participating Employers'
solvency.  During the periods of a Participating Employer's insolvency, the
Participants' rights to assets of the trust will not be superior to the
rights of any other general creditors of the Participating Employer.

          As of June 30, 1994, the total amount of outstanding Deferred
Compensation Obligations under the Plan was $1,547,106.87.  The total
amount of Deferred Compensation Obligations that may be incurred under the
Plan is not subject to any specific defined limit.  The Registrant may
amend or terminate the Plan at any time.  Amendment or termination of the
Plan may not reduce or revoke any Deferred Compensation Obligations owed to
Participants at the time of amendment or termination.

          Deferred Compensation Obligations are denominated in dollars and
cents in the currency of the United States of America.  They are not
certified and not quantified in units or shares.

          The Registrant is filing this registration statement because of
uncertainty as to whether Deferred Compensation Obligations would or should
be considered to be securities or to be subject to registration under the
Securities Act of 1933.  The filing of this registration statement is not
an admission by the Registrant that Deferred Compensation Obligations are
securities or are subject to the registration requirements of the
Securities Act of 1933.


Item 5.   Interests of Named Experts and Counsel.

          Not applicable.





                                    -5-
Item 6.   Indemnification of Directors and Officers.

          Old Kent's Restated Articles of Incorporation require
indemnification of Old Kent's directors to the maximum extent permitted by
the Michigan Business Corporation Act.  The Restated Articles vest in Old
Kent's board of directors the discretion to provide the same degree of
indemnification to Old Kent's officers on a case-by-case basis.  The
following is a summary of the pertinent provisions of the Michigan Business
Corporation Act.

          Sections 561-569 of the Michigan Business Corporation Act contain
provisions governing the indemnification of officers and directors by
Michigan corporations.  That statute provides that a corporation shall have
the power to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the corporation), by reason of
the fact that he is or was a director, officer, employee, or agent of the
corporation or serving another corporation or other enterprise at the
request of the corporation, against expenses, including attorney fees,
judgments, penalties, fines, and amounts paid in settlement, actually and
reasonably incurred by him in connection with such action, suit, or
proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation or its
shareholders, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.

          Indemnification of expenses, including attorney fees, is allowed
in derivative actions, except that no indemnification is allowed in respect
of any claim, issue, or matter as to which such person shall have been
found liable to the corporation unless a court decides indemnification is
proper.  To the extent any such person succeeds on the merits or otherwise,
he or she is entitled to be indemnified against expenses, including
attorney fees.  A determination that the person to be indemnified meets the
applicable standard of conduct may be made by a court, by the board of
directors by a majority vote of a quorum consisting of directors who were
not parties to such action, by a majority vote of a committee designated by
the board of directors consisting of two or more directors not parties to
the action, suit, or proceeding, by independent legal counsel, or by the
shareholders.  Expenses may be paid in advance.  A corporation may purchase
indemnity insurance.

          Old Kent has insurance which provides liability coverage to
directors and officers of Old Kent and its subsidiaries with respect to
claims for any actual or alleged error, misstatement, misleading statement,
act, or omission, or neglect or breach of duty by such directors or
officers in the discharge of their duties solely in their capacity as
directors or officers, individually or collectively, or any matter claimed
against them solely by reason of their being such directors or officers.  




                                    -6-
Item 7.   Exemption From Registration Claimed.

          Not Applicable.


Item 8.   Exhibits.

          The following exhibits have been filed as part of this
registration statement:

          4(a)  Directors' Deferred Compensation Plan
          4(b)  Restated Articles of Incorporation of Old Kent Financial
                Corporation incorporated by reference
          4(c)  Bylaws of Old Kent Financial Corporation incorporated by
                reference
          5     Opinion of Counsel
          23(a) Consent of Independent Certified Public Accountants
          23(b) Consent of Counsel
          24    Powers of Attorney


Item 9.   Undertakings.

          (a)  The undersigned registrant hereby undertakes:

               (1)  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, represent 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)(1)(i) and (a)(1)(ii)
          do not apply if 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 15(d) of the Securities Exchange Act of 1934
          that are incorporated by reference in this registration
          statement.

                                    -7-
               (2)  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.

               (3)  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.

          (b)  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 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 bona
     fide offering thereof.

          (h)  Insofar as indemnification for liabilities arising
     under the Securities Act of 1933 may be permitted to directors,
     officers, and controlling persons of the registrant pursuant to
     the foregoing provisions, or 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 that a claim for indemnification against such liabilities
     (other than the payment 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.













                                    -8-
                                 SIGNATURES


          The Registrant.  Pursuant to the requirements of the Securities
Act of 1933, the issuer 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 Grand Rapids and the
State of Michigan, on this 14th day of November, 1994.


                              OLD KENT FINANCIAL CORPORATION


                              By /s/ Richard W. Wroten
                                  Richard W. Wroten
                                  Executive Vice President and Chief
                                    Financial Officer (Principal Financial
                                    Officer, Principal Accounting Officer)
                                    

          Pursuant to the requirements of the Securities Act of 1933, this
Form S-8 Registration Statement has been signed by the following persons in
the capacities indicated.

             Date                          Name and Title


Date:  November 14, 1994           /s/ John M. Bissell*
                                   John M. Bissell
                                   Director


Date:  November 14, 1994           /s/ John D. Boyles*
                                   John D. Boyles
                                   Director


Date:  November 14, 1994           /s/ John C. Canepa*
                                   John C. Canepa
                                   Chairman of the Board,
                                   Chief Executive Officer and
                                   Director (Principal Executive Officer)


Date:  November 14, 1994           /s/ Richard M. DeVos, Jr.*
                                   Richard M. DeVos, Jr.
                                   Director





                                    -9-
Date:  November 14, 1994           /s/ Earl D. Holton*
                                   Earl D. Holton
                                   Director


Date:  November 14, 1994           /s/ Michael J. Jandernoa*
                                   Michael J. Jandernoa
                                   Director


Date:  November 14, 1994           /s/ John P. Keller*
                                   John P. Keller
                                   Director


Date:  November 14, 1994           /s/ Jerry K. Myers*
                                   Jerry K. Myers
                                   Director


Date:  November 14, 1994           /s/ William U. Parfet*
                                   William U. Parfet
                                   Director


Date:  November 14, 1994           /s/ Percy Pierre*
                                   Percy Pierre
                                   Director


Date:  November 14, 1994           /s/ Robert L. Sadler*
                                   Robert L. Sadler
                                   Vice Chairman of the Board and
                                   Director


Date:  November 14, 1994           /s/ Peter F. Secchia*
                                   Peter F. Secchia
                                   Director


Date:  November 14, 1994           /s/ B. P. Sherwood, III*
                                   B. P. Sherwood, III
                                   Vice Chairman of the Board,
                                     Treasurer, and Director


Date:  November 14, 1994           /s/ David J. Wagner*
                                   David J. Wagner
                                   President and Director



                                    -10-
Date:  November 14, 1994           /s/ Richard W. Wroten
                                   Richard W. Wroten 
                                   Executive Vice President and Chief
                                    Financial Officer (Principal Financial
                                    Officer, Principal Accounting Officer)


Date:  November 14, 1994           By /s/ Richard W. Wroten
                                      Richard W. Wroten
                                      (Attorney-in-Fact)











































                                    -11-
<TABLE>
                               EXHIBIT INDEX
<CAPTION>
                                                                 Page 
                                                                 Number
<S> <C>       <C>                                                <C>
     4(a)      Directors' Deferred Compensation Plan              13  

     4(b)      Restated Articles of Incorporation.                 *  
               Previously filed as an exhibit to the
               Registrant's Form 10-Q Quarterly Report for
               its fiscal quarter ended March 31, 1993.

     4(c)      Bylaws. Previously filed as an exhibit to the       *  
               Registrant's Form 10-K Annual Report for its
               fiscal year ended December 31, 1993.

     5         Opinion of Counsel                                 25  

     23(a)     Consent of Independent Public Accountants          26  

     23(b)     Consent of Counsel (See Exhibit 5)                 25  

     24        Powers of Attorney                                 27  


<FN>
*  Incorporated by reference.
</TABLE>
























                                    -12-
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REGISTRATION NO. ______________
___________________________________________________________________________
___________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     under
                           The Securities Act of 1933

                         OLD KENT FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

           Michigan                          38-1986608
State or other jurisdiction of             (IRS Employer
incorporation or organization)          Identification No.)

              One Vandenberg Center, Grand Rapids, Michigan 49503
               (Address of principal executive offices, zip code)

                    DIRECTORS' DEFERRED COMPENSATION PLAN
                            (Full title of the plan)

Richard W. Wroten                        Gordon R. Lewis
Executive Vice President        With     Warner, Norcross & Judd
and Chief Financial Officer     a copy   900 Old Kent Building
Old Kent Financial Corporation  To:      111 Lyon Street, N.W.
One Vandenberg Center                    Grand Rapids, Michigan 49503-2489
Grand Rapids, Michigan 49503-2489
                    (Name and address of agent for service)

                                 (616) 771-5808
         (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

                               Proposed       Proposed
Title of                       Maximum        Maximum         Amount
Securities       Amount        Offering       Aggregate       of
to be            to be         Price Per      Offering        Registration
Registered       Registered    Share          Price           Fee
Common Stock,    100,000        31.875(1)      $3,187,500
   $1 par value
 Deferred Com-    $4,000,000        N.A         $4,000,000     $1,379.31
 pensation
 Obligations
___________________________________________________________________________
___________________________________________________________________________

(1)Based on the average of the high and low prices quoted on the NASDAQ
national market system on November 14, 1994, pursuant to Rule 457(c).
PART II.

                   INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.   Incorporation of Documents by Reference.

          The following documents filed with the Securities and Exchange
Commission are incorporated in this registration statement by reference:

          (a)  The registrant's latest annual report filed pursuant to
     Section 13 or 15(d) of the Securities Exchange Act of 1934
     ("Exchange Act").

          (b)  All other reports filed pursuant to Section 13(a) or
     15(d) of the Exchange Act since the end of the fiscal year
     covered by the annual report referred to in (a) above.

          (c)  The description of the registrant's common stock, $1
     par value, which is contained in the registrant's Registration
     Statement filed under the Securities Exchange Act of 1934,
     including any amendment or report filed for the purpose of
     updating such description.

          All documents subsequently filed by the registrant pursuant to
Section 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act, prior
to the filing of a post-effective amendment 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 of this
registration statement from the date of filing of such documents.

Item 4.   Description of Securities.

          This registration statement registers the financial obligations
("Deferred Compensation Obligations") of Old Kent Financial Corporation
("Registrant" or "Old Kent") to Participants in the Old Kent Directors'
Deferred Compensation Plan (the "Plan").  The Plan is filed as Exhibit 4(a)
to this registration statement.  The description in this Item 4 is a
summary only and is qualified in its entirety by reference to the Plan. 
Capitalized terms used in this description are defined in the Plan and
shall have the same meaning in this description.

          The Plan is designed to provide supplemental retirement savings
opportunities for Directors and Community Bank Directors.  The Plan is not
subject to the provisions of ERISA, since it is not a Plan for employees of
the Employer.

          The Plan permits each Participant, before each year begins, to
elect irrevocably to defer all or any portion of Director's Fees.  Each

                                    -2-
Participant's benefit under the Plan, therefore, will be the sum of the
Participant's deferrals of Director's Fees and earnings credits.

          A Participant's benefit will be payable upon termination of his
or her status as a Participant for any reason.  At the time of initial
participation in the Plan, each Participant is required to elect
irrevocably either a lump sum payment or a payment in annual installments
of up to 10.  At the time of initial participation, a Participant may elect
a different form of payment to a designated beneficiary upon the death of
the Participant.  The payment will begin on March 1 following the end of
the calendar year in which the Participant ceases to be a Director or a
Community Bank Director.  Payments shall be paid to the Participant or
Beneficiary only in cash directly by the Employer or from a trust as
further described herein.  Payments for a Director of Old Kent may be paid
wholly in cash or Old Kent Common Stock, or any combination thereof, as
determined by Old Kent.

          The Plan operates through accounting entries on the Registrant's
books.  The Registrant establishes an account for each Participant.  Each
Participant's deferral is then credited to each Participant's account. 
Participants under the Plan are general, unsecured creditors of the
Registrant.  No Participant may sell, transfer, assign, or alienate the
obligations under the Plan.

          In addition to the Participant's deferral of Director's Fees,
each Participant's account is credited with earnings credits.  Each
Participant may elect to have earnings credited to his or her account under
the Plan as if the account balance had been invested, as directed by the
Participant, in any one or combination of certain funds as further
described herein.

          Pursuant to the terms of the Plan, the Registrant may, but is not
so required, establish a so-called "rabbi" trust.  The trust, if
established, will be a multiple grantor trust, of which Registrant and any
subsidiary of the Registrant that has adopted the Plan and joined in the
trust ("Participating Employers") are the grantors, within the meaning of
subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal
Revenue Code of 1986, as amended.  The trust will accumulate assets to
provide the Participating Employers with a source of funds to use in
fulfilling obligations under the Plan.  Participating Employers may, in
their sole discretion, from time to time, contribute to the trust such
amounts as shall be reasonably necessary to provide for benefits payable
under the Plan.

          A separate subtrust under the trust will be established for each
Participating Employer.  Assets of the trust shall be allocated among the
subtrusts in proportion to the account balances maintained for the
Participants of each Participating Employer or as contributed by or with
respect to each Participating Employer.  Each subtrust will reflect an
undivided interest in assets of the trust and shall not require any actual
segregation or separate investment of particular assets.

                                    -3-
          Old Kent Bank and Trust Company (the "Bank") will serve as
trustee of the trust.  Old Kent Bank and Trust Company is a direct wholly-
owned subsidiary of the Registrant.  As trustee, the Bank will invest and
reinvest the assets of the trust as the Bank, in its discretion, may deem
appropriate, subject to the terms of the trust agreement.  The Bank may,
but is not required to, invest the trust's assets in the same mutual funds
used by the Registrant to calculate earnings credits under the Plan.

          In the event of insolvency of a Participating Employer, the Bank
is required to hold the assets of the trust for the benefit of the general
creditors of the Participating Employer.  The chief executive officer and
board of directors of the Participating Employer are required to give
notice to the Bank upon the Participating Employer's insolvency.  If the
trustee receives such notice, or receives from any other person claiming to
be a creditor of the Participating Employer, a written allegation that the
Participating Employer is insolvent, the trustee is required to immediately
commence insolvency administration and to independently determine whether
such insolvency exists.

          The actual investment success with respect to the assets in the
trust will in no way affect the benefits payable to Participants that have
accrued under the Plan.  Earnings credited to Participants' accounts under
the Plan will be calculated on a hypothetical basis based on the rates of
return of any one or combination of certain funds.  These funds presently
include:

          (1)  The Savings Fund which consists of money market mutual
     funds and may consist of other investments such as short-term
     U.S. Government securities, prime grade commercial paper,
     passbook savings accounts, time certificates, savings receipts,
     certificates of deposit, and commingled funds invested in similar
     assets;

          (2)  The Diversified Equity Fund which consists of a pooled
     stock fund.  This fund is invested in a number of common stocks
     or securities convertible into common stocks;

          (3)  The Short Term Bond Fund which consists of high quality
     debt obligations, including money market instruments, and notes
     and bonds of domestic corporations, the U.S. Treasury and federal
     agencies; and

          (4)  The Balanced Fund which consists entirely of the Kent
     Funds, a group of mutual funds, and seeks to provide an
     investment program of long-term growth.

          In addition to the above funds, the Old Kent Common Stock Fund is
available to Directors of Old Kent only for the purpose of determining
earning credits under the Plan.  The Old Kent Common Stock Fund is invested
in shares of common stock of Old Kent Financial Corporation.

                                    -4-
          Any profits obtained through investments made by the trust, over
and above the obligations under the Plan, will be retained in the trust to
pay the claims of future Participants or a Participating Employer's general
creditors in the event of a Participating Employer's insolvency.  Each
Participating Employer, at all times, remains liable for the payment of
benefits to Participants and will be responsible for any difference between
its obligations under the Plan and funds available in the trust.  Upon
direction by the Registrant, the Bank will, from time to time, make payment
out of the funds of the trust to Participants to pay benefits under the
Plan.

          The trust agreement provides that Participants' interests in the
trust may not be assigned, seized by legal process, transferred, or subject
to the claims of the Participants' creditors in any way.  Any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber, charge, or
otherwise dispose of benefits payable, before actual receipt of the
benefits or a right to receive benefits, is void and will not be
recognized.  The trust agreement also provides that the Participants have
no interest in the assets or the funds of the trust beyond the right to
receive payment of Plan benefits during periods of Participating Employers'
solvency.  During the periods of a Participating Employer's insolvency, the
Participants' rights to assets of the trust will not be superior to the
rights of any other general creditors of the Participating Employer.

          As of June 30, 1994, the total amount of outstanding Deferred
Compensation Obligations under the Plan was $1,547,106.87.  The total
amount of Deferred Compensation Obligations that may be incurred under the
Plan is not subject to any specific defined limit.  The Registrant may
amend or terminate the Plan at any time.  Amendment or termination of the
Plan may not reduce or revoke any Deferred Compensation Obligations owed to
Participants at the time of amendment or termination.

          Deferred Compensation Obligations are denominated in dollars and
cents in the currency of the United States of America.  They are not
certified and not quantified in units or shares.

          The Registrant is filing this registration statement because of
uncertainty as to whether Deferred Compensation Obligations would or should
be considered to be securities or to be subject to registration under the
Securities Act of 1933.  The filing of this registration statement is not
an admission by the Registrant that Deferred Compensation Obligations are
securities or are subject to the registration requirements of the
Securities Act of 1933.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

                                    -5-
Item 6.   Indemnification of Directors and Officers.

          Old Kent's Restated Articles of Incorporation require
indemnification of Old Kent's directors to the maximum extent permitted by
the Michigan Business Corporation Act.  The Restated Articles vest in Old
Kent's board of directors the discretion to provide the same degree of
indemnification to Old Kent's officers on a case-by-case basis.  The
following is a summary of the pertinent provisions of the Michigan Business
Corporation Act.

          Sections 561-569 of the Michigan Business Corporation Act contain
provisions governing the indemnification of officers and directors by
Michigan corporations.  That statute provides that a corporation shall have
the power to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the corporation), by reason of
the fact that he is or was a director, officer, employee, or agent of the
corporation or serving another corporation or other enterprise at the
request of the corporation, against expenses, including attorney fees,
judgments, penalties, fines, and amounts paid in settlement, actually and
reasonably incurred by him in connection with such action, suit, or
proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation or its
shareholders, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.

          Indemnification of expenses, including attorney fees, is allowed
in derivative actions, except that no indemnification is allowed in respect
of any claim, issue, or matter as to which such person shall have been
found liable to the corporation unless a court decides indemnification is
proper.  To the extent any such person succeeds on the merits or otherwise,
he or she is entitled to be indemnified against expenses, including
attorney fees.  A determination that the person to be indemnified meets the
applicable standard of conduct may be made by a court, by the board of
directors by a majority vote of a quorum consisting of directors who were
not parties to such action, by a majority vote of a committee designated by
the board of directors consisting of two or more directors not parties to
the action, suit, or proceeding, by independent legal counsel, or by the
shareholders.  Expenses may be paid in advance.  A corporation may purchase
indemnity insurance.

          Old Kent has insurance which provides liability coverage to
directors and officers of Old Kent and its subsidiaries with respect to
claims for any actual or alleged error, misstatement, misleading statement,
act, or omission, or neglect or breach of duty by such directors or
officers in the discharge of their duties solely in their capacity as
directors or officers, individually or collectively, or any matter claimed
against them solely by reason of their being such directors or officers.  

                                    -6-
Item 7.   Exemption From Registration Claimed.

          Not Applicable.

Item 8.   Exhibits.

          The following exhibits have been filed as part of this
registration statement:

          4(a)  Directors' Deferred Compensation Plan
          4(b)  Restated Articles of Incorporation of Old Kent Financial
                Corporation incorporated by reference
          4(c)  Bylaws of Old Kent Financial Corporation incorporated by
                reference
          5     Opinion of Counsel
          23(a) Consent of Independent Certified Public Accountants
          23(b) Consent of Counsel
          24    Powers of Attorney

Item 9.   Undertakings.

          (a)  The undersigned registrant hereby undertakes:

               (1)  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, represent 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)(1)(i) and (a)(1)(ii)
          do not apply if 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 15(d) of the Securities Exchange Act of 1934
          that are incorporated by reference in this registration
          statement.

                                    -7-
               (2)  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.

               (3)  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.

          (b)  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 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 bona
     fide offering thereof.

          (h)  Insofar as indemnification for liabilities arising
     under the Securities Act of 1933 may be permitted to directors,
     officers, and controlling persons of the registrant pursuant to
     the foregoing provisions, or 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 that a claim for indemnification against such liabilities
     (other than the payment 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.

                                    -8-
                                 SIGNATURES

          The Registrant.  Pursuant to the requirements of the Securities
Act of 1933, the issuer 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 Grand Rapids and the
State of Michigan, on this 14th day of November, 1994.

                              OLD KENT FINANCIAL CORPORATION

                              By /s/ Richard W. Wroten
                                  Richard W. Wroten
                                  Executive Vice President and Chief
                                    Financial Officer (Principal Financial
                                    Officer, Principal Accounting Officer)
                                    

          Pursuant to the requirements of the Securities Act of 1933, this
Form S-8 Registration Statement has been signed by the following persons in
the capacities indicated.

             Date                          Name and Title

Date:  November 14, 1994           /s/ John M. Bissell*
                                   John M. Bissell
                                   Director

Date:  November 14, 1994           /s/ John D. Boyles*
                                   John D. Boyles
                                   Director

Date:  November 14, 1994           /s/ John C. Canepa*
                                   John C. Canepa
                                   Chairman of the Board,
                                   Chief Executive Officer and
                                   Director (Principal Executive Officer)

Date:  November 14, 1994           /s/ Richard M. DeVos, Jr.*
                                   Richard M. DeVos, Jr.
                                   Director

                                    -9-
Date:  November 14, 1994           /s/ Earl D. Holton*
                                   Earl D. Holton
                                   Director

Date:  November 14, 1994           /s/ Michael J. Jandernoa*
                                   Michael J. Jandernoa
                                   Director

Date:  November 14, 1994           /s/ John P. Keller*
                                   John P. Keller
                                   Director

Date:  November 14, 1994           /s/ Jerry K. Myers*
                                   Jerry K. Myers
                                   Director

Date:  November 14, 1994           /s/ William U. Parfet*
                                   William U. Parfet
                                   Director

Date:  November 14, 1994           /s/ Percy Pierre*
                                   Percy Pierre
                                   Director

Date:  November 14, 1994           /s/ Robert L. Sadler*
                                   Robert L. Sadler
                                   Vice Chairman of the Board and
                                   Director

Date:  November 14, 1994           /s/ Peter F. Secchia*
                                   Peter F. Secchia
                                   Director

Date:  November 14, 1994           /s/ B. P. Sherwood, III*
                                   B. P. Sherwood, III
                                   Vice Chairman of the Board,
                                     Treasurer, and Director

Date:  November 14, 1994           /s/ David J. Wagner*
                                   David J. Wagner
                                   President and Director

                                    -10-
Date:  November 14, 1994           /s/ Richard W. Wroten
                                   Richard W. Wroten 
                                   Executive Vice President and Chief
                                    Financial Officer (Principal Financial
                                    Officer, Principal Accounting Officer)

Date:  November 14, 1994           By /s/ Richard W. Wroten
                                      Richard W. Wroten
                                      (Attorney-in-Fact)

                                    -11-

                               EXHIBIT INDEX
Page 
                                                                 Number
4(a)      Directors' Deferred Compensation Plan              13  

     4(b)      Restated Articles of Incorporation.                 *  
               Previously filed as an exhibit to the
               Registrant's Form 10-Q Quarterly Report for
               its fiscal quarter ended March 31, 1993.

     4(c)      Bylaws. Previously filed as an exhibit to the       *  
               Registrant's Form 10-K Annual Report for its
               fiscal year ended December 31, 1993.

     5         Opinion of Counsel                                 25  

     23(a)     Consent of Independent Public Accountants          26  

     23(b)     Consent of Counsel (See Exhibit 5)                 25  

     24        Powers of Attorney                                 27
*  Incorporated by reference.
-12-