<PAGE>
                                           Registration No. 33-____________
===========================================================================

                    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 issuer as specified in its charter)
                            __________________

               MICHIGAN                            38-1986608
    (State or other jurisdiction of             (I.R.S. employer
    incorporation or organization)            identification number)

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

                      OLD KENT EXECUTIVE THRIFT PLAN
                         (Full title of the plan)

         ALBERT T. POTAS        Copies to:         GORDON R. LEWIS
      SENIOR VICE PRESIDENT                   WARNER NORCROSS & JUDD LLP
          AND CONTROLLER                        900 OLD KENT BUILDING
 OLD KENT FINANCIAL CORPORATION                111 LYON STREET, N.W.
      ONE VANDENBERG CENTER               GRAND RAPIDS, MICHIGAN 49503-2487
GRAND RAPIDS, MICHIGAN 49503-2487

                  (Name and address of agent for service)

                              (616) 771-1931
       (Telephone number, including area code, of agent for service)
<TABLE>
                      CALCULATION OF REGISTRATION FEE
<CAPTION>
       TITLE OF                          PROPOSED MAXIMUM      PROPOSED MAXIMUM
   SECURITIES TO BE       AMOUNT TO BE    OFFERING PRICE          AGGREGATE           AMOUNT OF
      REGISTERED           REGISTERED        PER UNIT           OFFERING PRICE     REGISTRATION FEE
<S> <C>                   <C>                 <C>             <C>                     <C>
       DEFERRED            $5,000,000          N.A.            $5,000,000.00           $1,515.16
     COMPENSATION
      OBLIGATIONS
</TABLE>
                                  Page 1

===========================================================================
<PAGE>
                  INCORPORATION OF DOCUMENTS BY REFERENCE
                      TO PRIOR REGISTRATION STATEMENT

          This Registration Statement is filed for the purpose of
registering $5,000,000 of additional Deferred Compensation Obligations by
Old Kent Financial Corporation (the "Registrant") for use in connection
with the Old Kent Executive Thrift Plan.  In accordance with General
Instruction E to Form S-8, the Registrant incorporates by reference the
contents of the Registrant's Registration Statement on Form S-8, file No.
33-52883, filed on March 30, 1994.


EXHIBITS SCHEDULE

Exhibit


5         Opinion of Counsel

23(a)     Consent of Independent Public Accountants

23(b)     Consent of Counsel (Contained in the Opinion filed as Exhibit 5
          to this Registration Statement)

24        Powers of Attorney


























<PAGE>
                                SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the Registrant
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, State of Michigan,
on the 23rd day of January, 1997.


                              OLD KENT FINANCIAL CORPORATION


                              By  /S/ ALBERT T. POTAS
                                  Albert T. Potas
                                  Senior Vice President and Conroller



Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:

     SIGNATURE                TITLE                             DATE


/S/ JOHN M. BISSELL          Director                     January 23, 1997
    John M. Bissell

/S/ JOHN D. BOYLES           Director                     January 23, 1997
    John D. Boyles

/S/ DICK DEVOS               Director                     January 23, 1997
    Dick DeVos

/S/ JAMES P. HACKETT         Director                     January 23, 1997
    James P. Hackett

/S/ ERINA HANKA              Director                     January 23, 1997
    Erina Hanka

__________________________   Director                     __________, 1997
    Earl D. Holton

/S/ MICHAEL J. JANDERNOA     Director                     January 23, 1997
    Michael J. Jandernoa

/S/ JOHN P. KELLER           Director                     January 23, 1997
    John P. Keller

<PAGE>
     SIGNATURE                TITLE                             DATE

__________________________   Director                     __________, 1997
    William U. Parfet

__________________________   Director                     __________, 1997
    Percy A. Pierre, Ph.D.

/S/ ROBERT L. SADLER         Director                     January 23, 1997
    Robert L. Sadler

/S/ PETER F. SECCHIA         Director                     January 23, 1997
    Peter F. Secchia

/S/ B. P. SHERWOOD, III      Executive Vice President,    January 23, 1997
    B. P. Sherwood, III.       Treasurer and Director
                               (Principal Financial
                               Officer)

/S/ DAVID J. WAGNER          President, Chief Executive   January 23, 1997
    David J. Wagner            Officer and Director
                               (Principal Executive
                               Officer)

/S/ ALBERT T. POTAS          Senior Vice President and    January 23, 1997
    Albert T. Potas            Controller (Principal
                               Accounting Officer)


*By /S/ ALBERT T. POTAS                                   January 23, 1997
        Albert T. Potas
        Attorney-in-Fact



















<PAGE>
                               EXHIBIT LIST

                                                                       PAGE
                                                                      NUMBER

5        Opinion of Counsel                                               --

23(a)    Consent of Independent Public Accountants                        --

23(b)    Consent of Counsel (Contained in the Opinion filed as
         Exhibit 5 to this Registration Statement)                        --

24       Powers of Attorney                                               --
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 6693}]
{"company-data": {"conformed-name": "OLD KENT FINANCIAL CORP /MI/", "cik": "0000746969", "assigned-sic": "6022", "irs-number": "381986608", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20383", "film-number": "97510573"}, "business-address": {"street1": "ONE VANDENBERG CTR", "city": "GRAND RAPIDS", "state": "MI", "zip": "49503", "phone": "6167715000"}}
Registration No. 33-____________
===========================================================================

                    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 issuer as specified in its charter)
                            __________________

               MICHIGAN                            38-1986608
    (State or other jurisdiction of             (I.R.S. employer
    incorporation or organization)            identification number)

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

                      OLD KENT EXECUTIVE THRIFT PLAN
                         (Full title of the plan)

         ALBERT T. POTAS        Copies to:         GORDON R. LEWIS
      SENIOR VICE PRESIDENT                   WARNER NORCROSS & JUDD LLP
          AND CONTROLLER                        900 OLD KENT BUILDING
 OLD KENT FINANCIAL CORPORATION                111 LYON STREET, N.W.
      ONE VANDENBERG CENTER               GRAND RAPIDS, MICHIGAN 49503-2487
GRAND RAPIDS, MICHIGAN 49503-2487

                  (Name and address of agent for service)

                              (616) 771-1931
       (Telephone number, including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE
TITLE OF                          PROPOSED MAXIMUM      PROPOSED MAXIMUM
   SECURITIES TO BE       AMOUNT TO BE    OFFERING PRICE          AGGREGATE           AMOUNT OF
      REGISTERED           REGISTERED        PER UNIT           OFFERING PRICE     REGISTRATION FEE
DEFERRED            $5,000,000          N.A.            $5,000,000.00           $1,515.16
     COMPENSATION
      OBLIGATIONS
Page 1

===========================================================================
INCORPORATION OF DOCUMENTS BY REFERENCE
                      TO PRIOR REGISTRATION STATEMENT

          This Registration Statement is filed for the purpose of
registering $5,000,000 of additional Deferred Compensation Obligations by
Old Kent Financial Corporation (the "Registrant") for use in connection
with the Old Kent Executive Thrift Plan.  In accordance with General
Instruction E to Form S-8, the Registrant incorporates by reference the
contents of the Registrant's Registration Statement on Form S-8, file No.
33-52883, filed on March 30, 1994.

EXHIBITS SCHEDULE

Exhibit

5         Opinion of Counsel

23(a)     Consent of Independent Public Accountants

23(b)     Consent of Counsel (Contained in the Opinion filed as Exhibit 5
          to this Registration Statement)

24        Powers of Attorney
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
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, State of Michigan,
on the 23rd day of January, 1997.

                              OLD KENT FINANCIAL CORPORATION

                              By  /S/ ALBERT T. POTAS
                                  Albert T. Potas
                                  Senior Vice President and Conroller

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:

     SIGNATURE                TITLE                             DATE

/S/ JOHN M. BISSELL          Director                     January 23, 1997
    John M. Bissell

/S/ JOHN D. BOYLES           Director                     January 23, 1997
    John D. Boyles

/S/ DICK DEVOS               Director                     January 23, 1997
    Dick DeVos

/S/ JAMES P. HACKETT         Director                     January 23, 1997
    James P. Hackett

/S/ ERINA HANKA              Director                     January 23, 1997
    Erina Hanka

__________________________   Director                     __________, 1997
    Earl D. Holton

/S/ MICHAEL J. JANDERNOA     Director                     January 23, 1997
    Michael J. Jandernoa

/S/ JOHN P. KELLER           Director                     January 23, 1997
    John P. Keller
SIGNATURE                TITLE                             DATE

__________________________   Director                     __________, 1997
    William U. Parfet

__________________________   Director                     __________, 1997
    Percy A. Pierre, Ph.D.

/S/ ROBERT L. SADLER         Director                     January 23, 1997
    Robert L. Sadler

/S/ PETER F. SECCHIA         Director                     January 23, 1997
    Peter F. Secchia

/S/ B. P. SHERWOOD, III      Executive Vice President,    January 23, 1997
    B. P. Sherwood, III.       Treasurer and Director
                               (Principal Financial
                               Officer)

/S/ DAVID J. WAGNER          President, Chief Executive   January 23, 1997
    David J. Wagner            Officer and Director
                               (Principal Executive
                               Officer)

/S/ ALBERT T. POTAS          Senior Vice President and    January 23, 1997
    Albert T. Potas            Controller (Principal
                               Accounting Officer)

*By /S/ ALBERT T. POTAS                                   January 23, 1997
        Albert T. Potas
        Attorney-in-Fact
EXHIBIT LIST

                                                                       PAGE
                                                                      NUMBER

5        Opinion of Counsel                                               --

23(a)    Consent of Independent Public Accountants                        --

23(b)    Consent of Counsel (Contained in the Opinion filed as
         Exhibit 5 to this Registration Statement)                        --

24       Powers of Attorney                                               --